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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
DECEMBER 27, 1996
(DATE OF EARLIEST EVENT REPORTED)
PNC MORTGAGE SECURITIES CORP.
AS DEPOSITOR AND MASTER SERVICER UNDER A
POOLING AND SERVICING AGREEMENT
DATED AS OF DECEMBER 1, 1996
PROVIDING FOR THE ISSUANCE OF
$145,240,138
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-4
Delaware 33-84896 36-4118157
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Incorporation) Number)
75 NORTH FAIRWAY DRIVE
VERNON HILLS, ILLINOIS 60061
(Address of principal executive offices)
Registrant's telephone number, including area code:
(708) 549-6500
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Item 5. OTHER EVENTS
DESCRIPTION OF THE CERTIFICATES AND THE MORTGAGE POOL.
On December 27, 1996 (the "Closing Date"), PNC Mortgage Securities Corp.
(the "Company"), pursuant to a pooling and servicing agreement, dated as of
December 1, 1996, between the Company and First Bank National Association, as
trustee, caused the Mortgage Pass-Through Certificates, Series 1996-4, to be
issued (the "Certificates") which consist of the following twenty-three classes:
(i) Class IA-1, Class IA-2, Class IA-3 (the "Class IA Certificates"), Class IIA-
1, Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6 and Class
IIA-7 (the "Class IIA Certificates" and, together with the Class IA
Certificates, the "Class A Certificates"), (iii) Class IP and Class IIP (the
"Class P Certificates"), (iv) Class IX and Class IIX (the "Class X
Certificates"), (v) Class B-1, Class B-2 and Class B-3 (the "Senior Subordinate
Certificates"), (vi) 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 (vii) Class R,
Class R-1 and Class R-2 (the "Residual Certificates" and, together with the
Class A, Class X and Class P Certificates, the "Senior Certificates"). The
Class IA, Class IP and Class IX Certificates are sometimes referred to as the
"Class I Certificates" and the Class IIA, Class IIP and Class IIX Certificates
are sometimes referred to as the "Class II Certificates". The Class IA-3 and
Class IIA-5 Certificates are sometimes referred to as the "Lockout
Certificates". The Class IIA-1 and Class IIA-2 Certificates are sometimes
referred to as the "LIBOR Certificates". The Class IIA-1 Certificates are
sometimes referred to as the "Floater Certificates" and the Class IIA-2
Certificates are sometimes referred to as the "Inverse Floater Certificates".
Only the Senior Certificates (other than a 0.01% percentage interest in each
class of the Residual Certificates which shall be retained by the Company) and
the Senior Subordinate Certificates (collectively, the "Offered Certificates")
are offered to the public pursuant to the Company's Prospectus dated June 25
1996 (the "Prospectus"), and Prospectus Supplement dated December 23, 1996 (the
"Prospectus Supplement"). The Junior Subordinate Certificates are not offered
under the Prospectus and Prospectus Supplement. The Certificates, other than
the Class R-1 and Class R-2 Certificates, evidence all the beneficial ownership
interest in a trust (the "Certificate Trust") established by the Company, the
assets of which, together with the Class R-2 Certificates described in the
Prospectus Supplement, evidence all of the beneficial ownership interest in
another trust (the "First Level Certificate Trust"), which evidence, together
with the Class R-1 Certificates described in the Prospectus Supplement, all the
beneficial ownership interest in another trust (the "Mortgage Trust") also
established by the Company. The Mortgage Trust consists of a pool of
conventional fixed-rate one- to four-family residential and cooperative
apartment mortgage loans with original terms to maturity of not more than 30
years (the "Mortgage Loans") deposited and master serviced by the Company, and
certain other assets, as described in the Prospectus Supplement. The Mortgage
Pool (as described in the Prospectus Supplement) consists of two groups of
Mortgage Loans ("Loan Group I" and "Loan Group II", and each, a "Loan Group").
The Class I Certificates correspond to the Group I Loans and initially will
evidence, in the aggregate, a 96.00% undivided interest in the Group I Loans,
which consist of fixed-rate Mortgage Loans with terms to maturity of not more
than 15 years. The Class II Certificates will correspond to
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the Group II Loans and initially will evidence a 96.00% undivided interest in
the Group II Loans, which consist of fixed-rate Mortgage Loans with terms to
maturity of not more than 30 years. Distributions of interest and principal on
the Class I Certificates and the Class II Certificates will be based on interest
and principal received or advanced with respect to the Group I Loans and Group
II Loans, respectively, except under the limited circumstances described in the
Prospectus Supplement. The rights of the holders of the Class B Certificates to
receive distributions with respect to the Mortgage Loans will be based upon
interest and principal received or advanced with respect to both Loan Groups,
and will be subordinate to the rights of the holders of the Senior Certificates
to the extent described in the Prospectus and Prospectus Supplement.
The Company has caused elections to be made to treat the Mortgage Trust,
the First Level Certificate Trust and the Certificate Trust as "real estate
mortgage investment conduits" (each, a "REMIC") for federal income tax purposes.
All of the certificates issued by the Mortgage Trust, the First Level
Certificate Trust and the Certificate Trust, other than the Class R-1, Class R-2
and Class R Certificates, represent ownership of REMIC "regular interests". The
Class R, Class R-2 and Class R-1 Certificates represent ownership of the REMIC
"residual interests" in the Certificate Trust, the First Level Certificate Trust
and the Mortgage Trust, respectively. See "Certain Federal Income Tax
Consequences" in the Prospectus Supplement and in the Prospectus.
The Offered Certificates, other than the Class R-1 and Class R-2
Certificates, evidence interests only in the Certificate Trust and are payable
solely from amounts received with respect thereto. The Class R-1 Certificates
evidence the residual interests in only the Mortgage Trust. The Class R-2
Certificates evidence the residual interests in only the First Level Certificate
Trust and the Class R Certificates evidence the residual interests in only the
Certificate Trust.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Prospectus, dated June 25, 1996, and Prospectus
Supplement, dated December 23, 1996, of PNC Mortgage Securities Corp., relating
to its Mortgage Pass-Through Certificates, Series 1996-4.
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The initial Class Principal Balance, initial Remittance Rate and Last
Scheduled Distribution Date for each Class of Offered Certificates is set forth
in the table below:
INITIAL CLASS INITIAL LAST SCHEDULED
CLASS PRINCIPAL BALANCE REMITTANCE RATE (1) DISTRIBUTION DATE
Class IA-1 $31,969,544.00 7.000% January 25, 2027
Class IA-2 7,680,000.00 7.000% January 25, 2027
Class IA-3 4,700,000.00 7.000% January 25, 2027
Class IIA-1 25,494,373.00 Floating Rate (2) January 25, 2027
Class IIA-2 0.00 Floating Rate (3) January 25, 2027
Class IIA-3 11,164,000.00 7.750% January 25, 2027
Class IIA-4 3,436,000.00 8.000% January 25, 2027
Class IIA-5 9,658,126.00 8.000% January 25, 2027
Class IIA-6 22,703,372.00 7.250% January 25, 2027
Class IIA-7 22,703,372.00 7.750% January 25, 2027
Class IX 0.00 7.000% (4) January 25, 2027
Class IIX 0.00 8.000% (5) January 25, 2027
Class IP 336,248.00 (6) January 25, 2027
Class IIP 993,737.00 (7) January 25, 2027
Class B-1 1,833,840.00 Variable Rate (8) January 25, 2027
Class B-2 1,833,840.00 Variable Rate (8) January 25, 2027
Class B-3 733,536.00 Variable Rate (8) January 25, 2027
Class R 50.00 7.000% January 25, 2027
Class R-1 50.00 7.000% January 25, 2027
Class R-1 50.00 7.000% January 25, 2027
- ------------------------------
(1) Interest distributed to the Offered Certificates on each Distribution Date
will have accrued during the preceding calendar month at the applicable per
annum Remittance Rate, except for (i) the LIBOR Certificates which will
accrue interest during the period from the 25th of the month prior to each
Distribution Date to the 24th of the month of such Distribution Date and
(ii) the Class P Certificates which will not be entitled to receive
interest.
(2) The initial Remittance Rate for the Class IIA-1 Certificates is 6.125% per
annum. Thereafter, the Class IIA-1 Certificates will accrue interest at a
per annum rate equal to LIBOR plus 0.750%, subject to a minimum and maximum
Remittance Rate of 0.750% and 9.000% per annum, respectively.
(3) The initial Remittance Rate for the Class IIA-2 Certificates is 2.875% per
annum. Thereafter, the Class IIA-2 Certificates will accrue interest at a
per annum rate equal to 8.250% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.250% per annum, respectively. The
Class IIA-2 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the Class IIA-2 Notional Amount which
will equal the Class IIA-1 Principal Balance at the time of determination.
(4) The Remittance Rate on the Class IX Certificates is 7.000% per annum. The
Class IX Certificates will accrue interest on the Class IX Notional Amount.
The "Class IX Notional Amount" with respect to any Distribution Date will
equal the product of (x) the aggregate Stated 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 Group I Loans
having Pass-Through Rates in excess of 7.000% per annum (the "15-Year
Premium Rate Mortgage Loans") and (y) a fraction, the numerator of which is
the weighted average of the Stripped Interest Rates for the 15-Year Premium
Rate Mortgage Loans as of such Due Date
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and the denominator of which is 7.000%. The Class IX Notional Amount as of
the Cut-Off Date was approximately $2,589,942.
(5) The Remittance Rate on the Class IIX Certificates is 8.000% per annum. The
Class IIX Certificates will accrue interest on the Class IIX Notional
Amount. The "Class IIX Notional Amount" with respect to any Distribution
Date will equal the product of (x) the aggregate Stated 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 Group II Loans having Pass-Through Rates in excess of 8.000% per annum
(the "30-Year Premium Rate Mortgage Loans") and (y) a fraction, the
numerator of which is the weighted average of the Stripped Interest Rates
for the 30-Year Premium Rate Mortgage Loans as of such Due Date and the
denominator of which is 8.000%. The Class IIX Notional Amount as of the
Cut-Off Date was approximately $3,122,756.
(6) The Class IP Certificates will not be entitled to receive distributions of
interest.
(7) The Class IIP Certificates will not be entitled to receive distributions of
interest.
(8) The Remittance Rate on the Class B-1, Class B-2 and Class B-3 Certificates
will equal, on any Distribution Date, the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y) the
excess, if any, of the aggregate Stated Principal Balance of the Group I
Loans, 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, and
after giving effect to any Principal Prepayments distributed on the prior
Distribution Date, over the then outstanding aggregate Class Principal
Balance of the Class I Certificates (such excess being referred to as the
"Group I Subordinate Amount") and (ii) the product of (x) 8.000% and (y)
the excess, if any, of the aggregate Stated Principal Balance of the Group
II Loans, 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, and after giving effect to any Principal Prepayments distributed
on the prior Distribution Date, over the then outstanding aggregate Class
Principal Balance of the Class II Certificates (such excess being referred
to as the "Group II Subordinate Amount") over (b) the sum of the Group I
Subordinate Amount and the Group II Subordinate Amount. The initial
Remittance Rate for each Class of the B Certificates was approximately
7.683% per annum.
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The Mortgage Pool consists of Mortgage Loans having an aggregate principal
balance outstanding as of December 1, 1996 (the "Cut-Off Date"), after deducting
payments due on or before that date, of approximately $146,707,211. The Group I
Loans and Group II Loans had an aggregate principal balance outstanding as of
December 1, 1996, after deducting payments due on or before that date, of
approximately $46,547,857 and $100,159,355, respectively.
Each Mortgage Loan has a first payment date during the period from July,
1995 through January, 1997, inclusive, and had an original term to maturity of
not more than 15 years in the case of Group I Loans and 30 years in the case of
Group II Loans.
As of the Cut-Off Date, the Mortgage Interest Rate on each Mortgage Loan
was not less than 6.500% and not more than 9.750% per annum. As of the Cut-Off
Date, the weighted average of the Mortgage Interest Rates on the Mortgage Loans
was approximately 8.189% 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 6.250% and not more than 9.460% per annum. As of the Cut-Off
Date, the weighted average of the Pass-Through Rates for the Mortgage Loans was
approximately 7.906% per annum.
All of the Mortgage Loans have principal and interest payable on the first
day of each month (the "Due Date"). None of the Mortgage Loans are Buydown
Loans. The latest original scheduled maturity of any Mortgage Loan is December,
2026. Each of the Mortgage Loans have original terms to maturity of not more
than 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
298.7 months. At origination, based upon an appraisal of the Mortgaged Property
securing each Mortgage Loan, approximately 82.4% of the Mortgage Loans had Loan-
to-Value Ratios less than or equal to 80%, and approximately 17.6% 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 75.7%. As of the Cut-Off Date, the weighted
average of the Loan-to-Value Ratios of the Mortgage Loans was approximately
74.9%. As of the Cut-Off Date, approximately 17.6% 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. At origination, each Mortgage Loan had a principal balance of
not less than $215,000 nor more than $1,340,625, and the average principal
balance of the Mortgage Loans as of the Cut-Off Date was approximately $329,679.
Approximately 98.6% of the Mortgage Loans were secured by owner-occupied
Mortgaged Properties which were the primary residences of the related
Mortgagors, based solely on representations of the Mortgagors obtained at the
origination of the related Mortgage Loans, and approximately 1.4% of the
Mortgage Loans were secured by owner-occupied Mortgaged Properties which were
second or vacation
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homes of the related Mortgagors, based solely on such representations. None of
the Mortgage Loans were secured by Mortgaged Properties which were investor
properties of the related Mortgagors, based solely on such representations.
Approximately 0.6% of the Mortgage Loans are secured by interests in cooperative
apartments. The aggregate principal balance of Mortgage Loans in the Mortgage
Pool originated under reduced documentation programs (including certain Mortgage
Loans for which verification of income and deposits was not required), which
generally limits the original Loan-to-Value Ratio of the Mortgage Loan, is
approximately $11,507,548, which is approximately 7.8% of the Mortgage Pool. As
of the Cut-Off Date, the weighted average of the Loan-to-Value Ratios of such
Mortgage Loans originated under such reduced documentation programs is
approximately 64.4%.
Approximately 30.8% of the Mortgage Loans are secured by Mortgaged
Properties located in California; 6.9%, in Illinois; 6.7%, in Connecticut; 5.9%,
in New York; 5.2%, in New Jersey; and no other single state contains Mortgaged
Properties securing more than 5% of the Mortgage Loans. No more than 1.8% of
the Mortgage Loans were secured by Mortgaged Properties located in any one
California zip code area, and no more than 1.3% of the Mortgage Loans were
secured by Mortgaged Properties located in any other single zip code area.
Approximately 34.8% of the Mortgage Loans were originated for the purpose of
refinancing existing mortgage debt, including cash-out refinancings.
Approximately 65.2% of the Mortgage Loans were originated for the purpose of
purchasing the Mortgaged Property.
LOAN GROUP I
As of the Cut-Off Date, the Mortgage Interest Rate on each Group I Loan was
not less than 6.500% and not more than 9.000% per annum. As of the Cut-Off
Date, the weighted average of the Mortgage Interest Rates on the Group I Loans
was approximately 7.609% per annum. As of the Cut-Off Date, the Pass-Through
Rate for each Group I Loan was not less than 6.250% and not more than 8.700% per
annum. As of the Cut-Off Date, the weighted average of the Pass-Through Rates
for the Group I Loans was approximately 7.339% per annum.
All of the Group I Loans have principal and interest payable on the first
day of each month (the "Due Date"). None of the Group I Loans are Buydown
Loans. The latest original scheduled maturity of any Group I Loan is December
2011. Each of the Group I Loans have original terms to maturity of not more
than 15 years, and as of the Cut-Off Date, the weighted average remaining term
to maturity (adjusted for Curtailments) of the Group I Loans was approximately
170.8 months. At origination, based upon an appraisal of the Mortgaged Property
securing each Group I Loan, approximately 92.6% of the Group I Loans had Loan-
to-Value Ratios less than or equal to 80%, and approximately 7.4% of the Group I
Loans had Loan-to-Value Ratios greater than 80% but less than or equal to 95%.
No Group I 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 Group I
Loans was approximately 71.4%. As of the Cut-Off Date, the weighted average of
the Loan-to-Value Ratios of the Group I Loans was approximately 69.3%. As of
the Cut-0ff Date,
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approximately 7.4% of the Group I Loans were covered by a Primary Insurance
Policy. All of the Group I Loans with Loan-to-Value Ratios as of the Cut-Off
Date in excess of 80% were covered by a Primary Insurance Policy. At
origination, each Group I Loan had a principal balance of not less than $220,000
nor more than $1,340,625, and the average principal balance of the Group I Loans
as of the Cut-Off Date was approximately $360,836. All of the Group I Loans
were secured by owner-occupied Mortgaged Properties which were the primary
residences of the related Mortgagors, based solely on representations of the
Mortgagors obtained at the origination of the related Group I Loans, and none of
the Group I Loans were secured by owner-occupied Mortgaged Properties which were
second or vacation homes of the related Mortgagors, based solely on such
representations. None of the Group I Loans were secured by Mortgaged Properties
which were investor properties of the related Mortgagors, based solely on such
representations. None of the Group I Loans are secured by interests in
cooperative apartments. The aggregate principal balance of Group I Loans
originated under reduced documentation programs (including certain Group I Loans
for which verification of income and deposits was not required), which generally
limits the original Loan-to-Value Ratio of the Group I Loan, was approximately
$2,291,455, which was approximately 4.9% of the Loan Group I. As of the Cut-Off
Date, the weighted average of the Loan-to-Value Ratios of such Group I Loans
originated under such reduced documentation programs was approximately 57.71%.
Approximately 32.7% of the Group I Loans are secured by Mortgaged
Properties located in California; 15.0%, in Connecticut; 7.5%, in Pennsylvania;
6.7%, in Massachusetts; 5.2%, in Illinois; and no other single state contains
Mortgaged Properties securing more than 5.0% of the Group I Loans. No more than
3.3% of the Group I Loans were secured by Mortgaged Properties located in any
one California zip code area, and no more than 3.3% of the Group I Loans were
secured by Mortgaged Properties located in any other single zip code area.
Approximately 49.7% of the Group I Loans were originated for the purpose of
refinancing existing mortgage debt, including cash-out refinancings.
Approximately 50.3% of the Group I Loans were originated for the purpose of
purchasing the Mortgaged Properties.
LOAN GROUP II
As of the Cut-Off Date, the Mortgage Interest Rate on each Group II Loan
was not less than 7.125% and not more than 9.750% per annum. As of the Cut-Off
Date, the weighted average of the Mortgage Interest Rates on the Group II Loans
was approximately 8.458% per annum. As of the Cut-Off Date, the Pass-Through
Rate for each Group II Loan was not less than 6.825% and not more than 9.460%
per annum. As of the Cut-Off Date, the weighted average of the Pass-Through
Rates for the Group II Loans was approximately 8.170% per annum.
All of the Group II Loans have principal and interest payable on the first
day of each month (the "Due Date"). None of the Group II Loans are Buydown
Loans. The latest original scheduled maturity of any Group II Loan is December
2026. Each of the Group II Loans have original terms to maturity not more than
30 years, and as of the Cut-Off Date, the weighted average remaining term to
maturity (adjusted for Curtailments) of the Group
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II Loans is approximately 358.2 months. At origination, based upon an appraisal
of the Mortgaged Property securing each Group II Loan, approximately 77.7% of
the Group II Loans had Loan-to-Value Ratios less than or equal to 80%, and
approximately 22.3% of the Group II Loans had Loan-to-Value Ratios greater than
80% but less than or equal to 95%. No Group II 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 Group II Loans was approximately 77.6%. As of the
Cut-Off Date, the weighted average of the Loan-to-Value Ratios of the Group II
Loans was approximately 77.5%. As of the Cut-Off Date, approximately 22.3% of
the Group II Loans were covered by a Primary Insurance Policy. All of the Group
II Loans with Loan-to-Value Ratios as of the Cut-Off Date in excess of 80% were
covered by a Primary Insurance Policy. At origination, each Group II Loan had a
principal balance of not less than $215,000 nor more than $918,750, and the
average principal balance of the Group II Loans as of the Cut-Off Date was
approximately $316,960. Approximately 98.0% of the Group II Loans were secured
by owner-occupied Mortgaged Properties which were the primary residences of the
related Mortgagors, based solely on representations of the Mortgagors obtained
at the origination of the related Group II Loans, and approximately 2.0% of the
Group II Loans were secured by owner-occupied Mortgaged Properties which were
second or vacation homes of the related Mortgagors, based solely on such
representations. None of the Group II Loans were secured by Mortgaged
Properties which were investor properties of the related Mortgagors, based
solely on such representations. Approximately 0.9% of the Group II Loans were
secured by interests in cooperative apartments. The aggregate principal balance
of Group II Loans originated under reduced documentation programs (including
certain Group II Loans for which verification of income and deposits was not
required), which generally limits the original Loan-to-Value Ratio of the Group
II Loan, was approximately $9,216,093, which was approximately 9.2% of the Loan
Group II. As of the Cut-Off Date, the weighted average of the Loan-to-Value
Ratios of such Group II Loans originated under such reduced documentation
program was approximately 66.1%.
Approximately 30.0% of the Group II Loans were secured by Mortgaged
Properties located in California; 7.6%, in Illinois; 6.8%, in New York; 6.0%, in
New Jersey; and no other single state contains Mortgaged Properties securing
more than 5% of the Group II Loans. No more than 2.7% of the Group II Loans
were secured by Mortgaged Properties located in any one California zip code
area, and no more than 1.2% of the Group II Loans were secured by Mortgaged
Properties located in any other single zip code area. Approximately 27.9% of
the Group II Loans were originated for the purpose of refinancing existing
mortgage debt, including cash-out refinancings. Approximately 72.1% of the
Group II Loans were originated for the purpose of purchasing the Mortgaged
Property.
The Servicing Fee with respect to each Mortgage Loan in Loan Group I ranges
from a minimum of 0.150% to a maximum of 0.250%, with a weighted average of
0.190%. The Servicing Fee with respect to each Mortgage Loan in Loan Group II
ranges from a minimum of 0.150% to a maximum of 0.250%, with a weighted average
of 0.243%. The Master Servicing Fee with respect to each Mortgage Loan in Loan
Group I ranges from a minimum of 0.050% to a maximum of 0.100%, with a weighted
average of 0.080%. The Master Servicing Fee with respect to each Mortgage Loan
in Loan Group II ranges from
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a minimum of 0.040% to a maximum of 0.100%, with a weighted average of 0.046%.
See "Description of Certificates -- Servicing Compensation and Payment of
Expenses" in the Prospectus for information regarding other possible
compensation to the Company and the servicers.
The following tables describe additional characteristics of the Mortgage
Loans as of the Cut-Off Date. All percentages set forth below have been
calculated based on the principal balance of the Mortgage Loans as of the Cut-
Off Date. Note that the sum of the percentages set forth under the heading "%
of Aggregate Balance of Pool" in each of the tables that follow may not equal
100% due to rounding.
DATE OF THE PROSPECTUS.
The date of the Prospectus, which appears on the cover and page S-5 of the
Supplement, is June 25, 1996 instead of November 21, 1996.
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 December 1, 1996.
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: December 27, 1996.
PNC MORTGAGE SECURITIES
CORP.
(Registrant)
By: /s/ Thomas G. Lehmann
-------------------------------
Thomas G. Lehmann
Vice President
(Authorized Officer)
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a) Number of loans: 445
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
---------- ------ ---------------- ------------
6.500% 3 $ 1,187,168.36 0.81 %
6.625% 1 $ 339,220.95 0.23 %
6.750% 2 $ 498,969.31 0.34 %
6.875% 3 $ 1,017,905.62 0.69 %
7.000% 6 $ 1,723,270.15 1.17 %
7.125% 3 $ 975,439.94 0.66 %
7.250% 9 $ 3,186,786.28 2.17 %
7.375% 11 $ 5,484,749.28 3.74 %
7.500% 21 $ 8,282,113.62 5.65 %
7.550% 1 $ 411,155.72 0.28 %
7.625% 20 $ 6,837,708.35 4.66 %
7.750% 23 $ 7,523,869.30 5.13 %
7.875% 24 $ 7,314,908.37 4.99 %
8.000% 34 $ 10,934,253.31 7.45 %
8.125% 27 $ 8,147,394.73 5.55 %
8.250% 51 $ 15,518,423.32 10.58 %
8.375% 38 $ 12,604,285.13 8.59 %
8.500% 42 $ 13,775,222.68 9.39 %
8.625% 45 $ 15,379,326.98 10.48 %
8.750% 30 $ 8,841,719.72 6.03 %
8.875% 23 $ 7,552,951.87 5.15 %
9.000% 13 $ 4,384,961.37 2.99 %
9.125% 7 $ 1,990,842.98 1.36 %
9.250% 3 $ 1,062,550.44 0.72 %
9.375% 4 $ 1,472,135.00 1.00 %
9.750% 1 $ 259,878.70 0.18 %
----- ---------------- -----------
TOTAL 445 $ 146,707,211.48 100.00 %
===== ================
<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)
------------------ -------------- ----------- ----------------
6.001 - 6.250% $ 1,187,168.36 6.500% 169
6.251 - 6.500% $ 838,190.26 6.699% 172
6.501 - 6.750% $ 2,741,175.77 6.954% 168
6.751 - 7.000% $ 4,162,226.22 7.221% 177
7.001 - 7.250% $ 14,178,018.62 7.453% 175
7.251 - 7.500% $ 14,361,577.65 7.690% 219
7.501 - 7.750% $ 18,249,161.68 7.950% 294
7.751 - 8.000% $ 23,665,818.05 8.207% 319
8.001 - 8.250% $ 26,379,507.81 8.440% 350
8.251 - 8.500% $ 24,221,046.70 8.671% 356
8.501 - 8.750% $ 11,937,913.24 8.921% 355
8.751 - 9.000% $ 3,053,393.42 9.168% 358
9.001 - 9.250% $ 1,472,135.00 9.375% 359
9.251 - 9.500% $ 259,878.70 9.750% 359
--------------- ------ ------
$146,707,211.48 8.189% * 299 *
===============
* 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
------------------- ------ ---------------- ------------
$200,001 - 250,000 117 $ 27,015,686.85 18.41 %
$250,001 - 300,000 141 $ 38,636,324.79 26.34 %
$300,001 - 350,000 66 $ 21,449,940.92 14.62 %
$350,001 - 400,000 41 $ 15,237,860.18 10.39 %
$400,001 - 450,000 22 $ 9,241,941.87 6.30 %
$450,001 - 500,000 21 $ 10,129,065.71 6.90 %
OVER $500,000 37 $ 24,996,391.16 17.04 %
------ ---------------- ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== ================
Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $208,241.70
Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $1,272,022.34
<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
------- ------ ---------------- ------------
1995 20 $ 7,693,640.17 5.24 %
1996 403 $ 132,125,771.31 90.06 %
1997 22 $ 6,887,800.00 4.69 %
------ ---------------- ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== ================
<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
-------------- ------ ---------------- ------------
60.00% OR LESS 43 $ 18,008,843.00 12.28 %
60.01-70.00% 54 $ 17,867,104.65 12.18 %
70.01-75.00% 77 $ 27,609,643.20 18.82 %
75.01-80.00% 177 $ 57,405,379.42 39.13 %
80.01-85.00% 14 $ 4,640,299.17 3.16 %
85.01-90.00% 49 $ 13,451,376.95 9.17 %
90.01-95.00% 31 $ 7,724,565.09 5.27 %
------ ---------------- ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== ================
<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 375 $ 124,448,223.52 84.83 %
DUPLEX 3 $ 940,993.90 0.64 %
TRIPLEX 1 $ 475,968.82 0.32 %
TOWNHOUSE 2 $ 561,094.80 0.38 %
CONDOMINIUM 15 $ 4,243,019.67 2.89 %
PLANNED UNIT DEVELOPMENT 43 $ 13,662,912.54 9.31 %
HI-RISE CONDO 4 $ 1,479,794.69 1.01 %
HOUSING COOPERATIVES 2 $ 895,203.54 0.61 %
------ ----------------- ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== =================
<PAGE>
h) Geographic Distribution by state:
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ARIZONA 7 $ 2,923,287.08 1.99 %
CALIFORNIA 127 $ 45,229,396.31 30.83 %
COLORADO 12 $ 3,500,042.80 2.39 %
CONNECTICUT 24 $ 9,886,507.87 6.74 %
DISTRICT OF COLUMBIA 2 $ 561,536.38 0.38 %
FLORIDA 17 $ 6,345,940.41 4.33 %
GEORGIA 11 $ 3,279,627.85 2.24 %
IDAHO 1 $ 346,932.25 0.24 %
ILLINOIS 34 $ 10,062,927.81 6.86 %
INDIANA 1 $ 271,458.27 0.19 %
KANSAS 5 $ 1,472,383.79 1.00 %
KENTUCKY 2 $ 594,203.94 0.41 %
LOUISIANA 2 $ 619,335.38 0.42 %
MARYLAND 6 $ 1,477,093.37 1.01 %
MASSACHUSETTS 15 $ 4,798,846.14 3.27 %
MICHIGAN 18 $ 5,405,620.81 3.68 %
MINNESOTA 5 $ 1,496,052.71 1.02 %
MISSOURI 3 $ 1,082,728.92 0.74 %
MONTANA 2 $ 626,869.08 0.43 %
NEBRASKA 1 $ 499,036.92 0.34 %
NEVADA 1 $ 237,246.26 0.16 %
NEW JERSEY 26 $ 7,676,303.25 5.23 %
NEW MEXICO 4 $ 1,687,303.97 1.15 %
NEW YORK 25 $ 8,607,753.95 5.87 %
NORTH CAROLINA 6 $ 1,631,145.84 1.11 %
OHIO 8 $ 2,276,774.90 1.55 %
OKLAHOMA 3 $ 1,505,506.22 1.03 %
OREGON 1 $ 379,757.68 0.26 %
PENNSYLVANIA 20 $ 6,181,957.52 4.21 %
SOUTH CAROLINA 1 $ 248,402.27 0.17 %
TENNESSEE 5 $ 1,756,588.94 1.20 %
TEXAS 22 $ 6,012,957.49 4.10 %
UTAH 3 $ 768,392.82 0.52 %
VIRGINIA 14 $ 4,138,981.43 2.82 %
WASHINGTON 8 $ 2,416,662.83 1.65 %
WEST VIRGINIA 1 $ 218,853.05 0.15 %
WISCONSIN 1 $ 223,087.57 0.15 %
WYOMING 1 $ 259,707.40 0.18 %
------ ----------------- ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== ===============
<PAGE>
Geographic Distribution by state:
964 WHOLE
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
where a.poolnum = 1386
<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
-------- ------ ------------------ ------------
2010 23 $ 8,864,413.62 6.04 %
2011 106 $ 37,683,442.92 25.69 %
2025 1 $ 215,674.95 0.15 %
2026 315 $ 99,943,679.99 68.12 %
------ ------------------ ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== ==================
Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 298.7
Latest scheduled maturity of any Mortgage Loan: December, 2026
<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
--------------- ------ ---------------- ------------
180 129 $ 46,547,856.54 31.73 %
360 316 $ 100,159,354.94 68.27 %
------ ---------------- ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== ================
<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 413 $ 135,199,663.46 92.16 %
LIMITED DOCUMENTATION 32 $ 11,507,548.02 7.84 %
------ ---------------- ------------
TOTAL 445 $ 146,707,211.48 100.00 %
====== ================
<PAGE>
l) Owner occupied code:
CODE LOAN PRINCIPAL PCT TO
COUNT BALANCE POOL
---- ----- --------- ------
OWNER OCCUPIED 440 $144,725,878.04 98.65
OWNER OCCUPIED - 2ND HOME 5 $1,981,333.44 1.35
----- -------------- -------
TOTAL 445 $146,707,211.48 100.00
<PAGE>
a) Number of loans: 129
b) Mortgage Interest Rates:
Group 1
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
---------- ------ ---------------- ------------
6.500% 3 $ 1,187,168.36 2.55 %
6.625% 1 $ 339,220.95 0.73 %
6.750% 2 $ 498,969.31 1.07 %
6.875% 3 $ 1,017,905.62 2.19 %
7.000% 6 $ 1,723,270.15 3.70 %
7.125% 2 $ 759,764.99 1.63 %
7.250% 9 $ 3,186,786.28 6.85 %
7.375% 11 $ 5,484,749.28 11.78 %
7.500% 20 $ 7,982,113.62 17.15 %
7.550% 1 $ 411,155.72 0.88 %
7.625% 18 $ 6,303,298.81 13.54 %
7.750% 13 $ 4,468,022.11 9.60 %
7.875% 10 $ 3,142,804.01 6.75 %
8.000% 8 $ 3,220,973.63 6.92 %
8.125% 4 $ 1,162,370.41 2.50 %
8.250% 13 $ 3,956,344.87 8.50 %
8.375% 2 $ 885,783.05 1.90 %
8.500% 1 $ 306,634.80 0.66 %
8.750% 1 $ 287,433.00 0.62 %
9.000% 1 $ 223,087.57 0.48 %
----- ---------------- -----------
TOTAL 129 $ 46,547,856.54 100.00 %
===== ================
<PAGE>
c) Pass-Through Rates:
Group 1
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
------------------ -------------- ----------- ----------------
6.001 - 6.250% $ 1,187,168.36 6.500% 169
6.251 - 6.500% $ 838,190.26 6.699% 172
6.501 - 6.750% $ 2,741,175.77 6.954% 168
6.751 - 7.000% $ 3,946,551.27 7.226% 168
7.001 - 7.250% $ 13,878,018.62 7.452% 171
7.251 - 7.500% $ 10,771,320.92 7.677% 173
7.501 - 7.750% $ 6,363,777.64 7.938% 174
7.751 - 8.000% $ 5,118,715.28 8.222% 176
8.001 - 8.250% $ 1,192,417.85 8.407% 174
8.251 - 8.500% $ 287,433.00 8.750% 177
8.501 - 8.750% $ 223,087.57 9.000% 177
--------------- ------ ------
$ 46,547,856.54 7.609% * 172 *
===============
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
<PAGE>
d) Original Principal Balances:
Group 1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
------------------- ------ ---------------- ------------
$200,001 - 250,000 31 $ 7,135,089.23 15.33 %
$250,001 - 300,000 35 $ 9,670,991.07 20.78 %
$300,001 - 350,000 19 $ 6,077,008.66 13.06 %
$350,001 - 400,000 14 $ 5,109,900.95 10.98 %
$400,001 - 450,000 6 $ 2,474,949.81 5.32 %
$450,001 - 500,000 5 $ 2,354,691.07 5.06 %
OVER $500,000 19 $ 13,725,225.75 29.49 %
------ ---------------- ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== ================
Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $208,241.70
Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $1,272,022.34
<PAGE>
e) Years of initial Monthly Payment:
Group 1
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
------- ------ ---------------- ------------
1995 19 $ 7,477,965.22 16.07 %
1996 109 $ 38,769,891.32 83.29 %
1997 1 $ 300,000.00 0.64 %
------ ---------------- ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== ================
<PAGE>
f) Current Loan-to-Value Ratios:
Group 1
AGGREGATE PERCENTAGE
CURRENT NUMBER BALANCES AS OF AGGREGATE
LOAN-TO-VALUE OF OF THE CUT- BALANCE OF
RATIOS LOANS OFF DATE POOL
-------------- ------ ---------------- ------------
60.00% OR LESS 26 $ 10,761,330.51 23.12 %
60.01-70.00% 20 $ 6,779,556.61 14.56 %
70.01-75.00% 26 $ 10,273,534.02 22.07 %
75.01-80.00% 45 $ 15,294,089.71 32.86 %
80.01-85.00% 4 $ 1,224,891.85 2.63 %
85.01-90.00% 6 $ 1,733,291.07 3.72 %
90.01-95.00% 2 $ 481,162.77 1.03 %
------ ---------------- ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== ================
<PAGE>
g) Types of Mortgaged Properties:
Group 1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
------------ ------ ----------------- ------------
SINGLE FAMILY DETACHED 120 $ 44,080,450.71 94.70 %
CONDOMINIUM 7 $ 1,824,892.44 3.92 %
HI-RISE CONDO 2 $ 642,513.39 1.38 %
------ ----------------- ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== =================
<PAGE>
h) Geographic Distribution by state:
Group 1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ARIZONA 1 $ 335,384.56 0.72 %
CALIFORNIA 39 $ 15,226,558.79 32.71 %
COLORADO 3 $ 983,725.91 2.11 %
CONNECTICUT 14 $ 6,960,133.97 14.95 %
DISTRICT OF COLUMBIA 1 $ 332,693.98 0.71 %
FLORIDA 5 $ 1,945,808.75 4.18 %
GEORGIA 3 $ 830,139.71 1.78 %
ILLINOIS 9 $ 2,433,087.75 5.23 %
KANSAS 1 $ 297,294.47 0.64 %
KENTUCKY 1 $ 294,568.71 0.63 %
MARYLAND 1 $ 289,975.10 0.62 %
MASSACHUSETTS 9 $ 3,118,186.36 6.70 %
MICHIGAN 2 $ 517,012.90 1.11 %
MISSOURI 1 $ 309,296.71 0.66 %
MONTANA 2 $ 626,869.08 1.35 %
NEW JERSEY 6 $ 1,649,031.18 3.54 %
NEW MEXICO 1 $ 318,961.99 0.69 %
NEW YORK 4 $ 1,763,012.77 3.79 %
NORTH CAROLINA 1 $ 368,023.45 0.79 %
OHIO 2 $ 594,707.43 1.28 %
OKLAHOMA 3 $ 1,505,506.22 3.23 %
PENNSYLVANIA 12 $ 3,498,316.70 7.52 %
SOUTH CAROLINA 1 $ 248,402.27 0.53 %
TENNESSEE 1 $ 370,515.52 0.80 %
TEXAS 4 $ 1,149,029.93 2.47 %
WASHINGTON 1 $ 358,524.76 0.77 %
WISCONSIN 1 $ 223,087.57 0.48 %
------ ----------------- ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== ===============
<PAGE>
i) Scheduled maturity years:
Group 1
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2010 23 $ 8,864,413.62 19.04 %
2011 106 $ 37,683,442.92 80.96 %
------ ------------------ ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== ==================
Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 170.8
Latest scheduled maturity of any Mortgage Loan:
December,2011
<PAGE>
j) Original Terms:
Group 1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
180 129 $ 46,547,856.54 100.00 %
------ ---------------- ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== ================
<PAGE>
k) Documentation Program Types:
Group 1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
------------------------- ------ ---------------- ------------
FULL DOCUMENTATION 123 $ 44,256,401.82 95.08 %
LIMITED DOCUMENTATION 6 $ 2,291,454.72 4.92 %
------ ---------------- ------------
TOTAL 129 $ 46,547,856.54 100.00 %
====== ================
<PAGE>
l) Owner occupied code:
Group 1
CODE LOAN PRINCIPAL PCT TO
COUNT BALANCE POOL
---- ----- --------- ------
OWNER OCCUPIED 129 $46,547,856.54 100.00
----- -------------- -------
TOTAL 129 $46,547,856.54 100.00
<PAGE>
a) Number of loans: 316
b) Mortgage Interest Rates:
Group 2
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
---------- ------ ---------------- ------------
7.125% 1 $ 215,674.95 0.22 %
7.500% 1 $ 300,000.00 0.30 %
7.625% 2 $ 534,409.54 0.53 %
7.750% 10 $ 3,055,847.19 3.05 %
7.875% 14 $ 4,172,104.36 4.17 %
8.000% 26 $ 7,713,279.68 7.70 %
8.125% 23 $ 6,985,024.32 6.97 %
8.250% 38 $ 11,562,078.45 11.54 %
8.375% 36 $ 11,718,502.08 11.70 %
8.500% 41 $ 13,468,587.88 13.45 %
8.625% 45 $ 15,379,326.98 15.35 %
8.750% 29 $ 8,554,286.72 8.54 %
8.875% 23 $ 7,552,951.87 7.54 %
9.000% 12 $ 4,161,873.80 4.16 %
9.125% 7 $ 1,990,842.98 1.99 %
9.250% 3 $ 1,062,550.44 1.06 %
9.375% 4 $ 1,472,135.00 1.47 %
9.750% 1 $ 259,878.70 0.26 %
----- ---------------- -----------
TOTAL 316 $ 100,159,354.94 100.00 %
===== ================
<PAGE>
c) Pass-Through Rates:
Group 2
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
------------------ -------------- ----------- ----------------
6.751 - 7.000% $ 215,674.95 7.125% 344
7.001 - 7.250% $ 300,000.00 7.500% 360
7.251 - 7.500% $ 3,590,256.73 7.731% 358
7.501 - 7.750% $ 11,885,384.04 7.956% 358
7.751 - 8.000% $ 18,547,102.77 8.203% 358
8.001 - 8.250% $ 25,187,089.96 8.442% 358
8.251 - 8.500% $ 23,933,613.70 8.670% 358
8.501 - 8.750% $ 11,714,825.67 8.919% 358
8.751 - 9.000% $ 3,053,393.42 9.168% 358
9.001 - 9.250% $ 1,472,135.00 9.375% 359
9.251 - 9.500% $ 259,878.70 9.750% 359
--------------- ------ ------
$100,159,354.94 8.458% * 358 *
===============
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
<PAGE>
d) Original Principal Balances:
Group 2
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
------------------- ------ ---------------- ------------
$200,001 - 250,000 86 $ 19,880,597.62 19.85 %
$250,001 - 300,000 106 $ 28,965,333.72 28.92 %
$300,001 - 350,000 47 $ 15,372,932.26 15.35 %
$350,001 - 400,000 27 $ 10,127,959.23 10.11 %
$400,001 - 450,000 16 $ 6,766,992.06 6.76 %
$450,001 - 500,000 16 $ 7,774,374.64 7.76 %
OVER $500,000 18 $ 11,271,165.41 11.25 %
------ ---------------- ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== ================
Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $214,873.06
Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $918,178.94
<PAGE>
e) Years of initial Monthly Payment:
Group 2
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
------- ------ ---------------- ------------
1995 1 $ 215,674.95 0.22 %
1996 294 $ 93,355,879.99 93.21 %
1997 21 $ 6,587,800.00 6.58 %
------ ---------------- ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== ================
<PAGE>
f) Current Loan-to-Value Ratios:
Group 2
AGGREGATE PERCENTAGE
CURRENT NUMBER BALANCES AS OF AGGREGATE
LOAN-TO-VALUE OF OF THE CUT- BALANCE OF
RATIOS LOANS OFF DATE POOL
-------------- ------ ----------------- ------------
60.00% OR LESS 17 $ 7,247,512.49 7.24 %
60.01-70.00% 34 $ 11,087,548.04 11.07 %
70.01-75.00% 51 $ 17,336,109.18 17.31 %
75.01-80.00% 132 $ 42,111,289.71 42.04 %
80.01-85.00% 10 $ 3,415,407.32 3.41 %
85.01-90.00% 43 $ 11,718,085.88 11.70 %
90.01-95.00% 29 $ 7,243,402.32 7.23 %
------ ----------------- ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== ================
<PAGE>
g) Types of Mortgaged Properties:
Group 2
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
------------ ------ ----------------- ------------
SINGLE FAMILY DETACHED 255 $ 80,367,772.81 80.24 %
DUPLEX 3 $ 940,993.90 0.94 %
TRIPLEX 1 $ 475,968.82 0.48 %
TOWNHOUSE 2 $ 561,094.80 0.56 %
CONDOMINIUM 8 $ 2,418,127.23 2.41 %
PLANNED UNIT DEVELOPMENT 43 $ 13,662,912.54 13.64 %
HI-RISE CONDO 2 $ 837,281.30 0.84 %
HOUSING COOPERATIVES 2 $ 895,203.54 0.89 %
------ ----------------- ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== =================
<PAGE>
h) Geographic Distribution by state:
Group 2
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ARIZONA 6 $ 2,587,902.52 2.58 %
CALIFORNIA 88 $ 30,002,837.52 29.96 %
COLORADO 9 $ 2,516,316.89 2.51 %
CONNECTICUT 10 $ 2,926,373.90 2.92 %
DISTRICT OF COLUMBIA 1 $ 228,842.40 0.23 %
FLORIDA 12 $ 4,400,131.66 4.39 %
GEORGIA 8 $ 2,449,488.14 2.45 %
IDAHO 1 $ 346,932.25 0.35 %
ILLINOIS 25 $ 7,629,840.06 7.62 %
INDIANA 1 $ 271,458.27 0.27 %
KANSAS 4 $ 1,175,089.32 1.17 %
KENTUCKY 1 $ 299,635.23 0.30 %
LOUISIANA 2 $ 619,335.38 0.62 %
MARYLAND 5 $ 1,187,118.27 1.19 %
MASSACHUSETTS 6 $ 1,680,659.78 1.68 %
MICHIGAN 16 $ 4,888,607.91 4.88 %
MINNESOTA 5 $ 1,496,052.71 1.49 %
MISSOURI 2 $ 773,432.21 0.77 %
NEBRASKA 1 $ 499,036.92 0.50 %
NEVADA 1 $ 237,246.26 0.24 %
NEW JERSEY 20 $ 6,027,272.07 6.02 %
NEW MEXICO 3 $ 1,368,341.98 1.37 %
NEW YORK 21 $ 6,844,741.18 6.83 %
NORTH CAROLINA 5 $ 1,263,122.39 1.26 %
OHIO 6 $ 1,682,067.47 1.68 %
OREGON 1 $ 379,757.68 0.38 %
PENNSYLVANIA 8 $ 2,683,640.82 2.68 %
TENNESSEE 4 $ 1,386,073.42 1.38 %
TEXAS 18 $ 4,863,927.56 4.86 %
UTAH 3 $ 768,392.82 0.77 %
VIRGINIA 14 $ 4,138,981.43 4.13 %
WASHINGTON 7 $ 2,058,138.07 2.05 %
WEST VIRGINIA 1 $ 218,853.05 0.22 %
WYOMING 1 $ 259,707.40 0.26 %
------ ----------------- ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== =================
<PAGE>
i) Scheduled maturity years:
Group 2
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2025 1 $ 215,674.95 0.22 %
2026 315 $ 99,943,679.99 99.78 %
------ ------------------ ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== ==================
Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 358.2
Latest scheduled maturity of any Mortgage Loan: December, 2026
<PAGE>
j) Original Terms:
Group 2
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
360 316 $ 100,159,354.94 100.00 %
------ ---------------- ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== ================
<PAGE>
k) Documentation Program Types:
Group 2
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
------------------------- ------ ----------------- ------------
FULL DOCUMENTATION 290 $ 90,943,261.64 90.80 %
LIMITED DOCUMENTATION 26 $ 9,216,093.30 9.20 %
------ ---------------- ------------
TOTAL 316 $ 100,159,354.94 100.00 %
====== =================
<PAGE>
l) Owner occupied codes:
Group 2
CODE LOAN PRINCIPAL PCT TO
COUNT BALANCE POOL
---- ----- --------- ------
OWNER OCCUPIED 311 $98,178,021.50 98.02
OWNER OCCUPIED - 2ND HOME 5 $1,981,333.44 1.98
----- -------------- -------
TOTAL 316 $100,159,354.94 100.00
<PAGE>
[Execution Copy]
PNC MORTGAGE SECURITIES CORP.,
as Depositor and Master Servicer
and
FIRST BANK
NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
$146,707,211.48
PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates
Series 1996-4
(Certificate Trust)
First Level Mortgage Pass-Through Certificates
Series 1996-4
(First Level Certificate Trust)
Mortgage Trust Pass-Through Certificates
Series 1996-4
(Mortgage Trust)
Cut-Off Date: December 1, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
Preliminary Statement. . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
Section 1.01. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . 8
Aggregate Certificate Principal Balance. . . . . . . 8
Appraised Value. . . . . . . . . . . . . . . . . . . 9
Assignment of Proprietary Lease. . . . . . . . . . . 9
Authenticating Agent . . . . . . . . . . . . . . . . 9
Authorized Denomination. . . . . . . . . . . . . . . 9
Bankruptcy Coverage. . . . . . . . . . . . . . . . . 9
Bankruptcy Coverage Initial Amount . . . . . . . . . 9
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . 9
Beneficial Holder: . . . . . . . . . . . . . . . . . 9
Book-Entry Certificates. . . . . . . . . . . . . . . 10
Business Day . . . . . . . . . . . . . . . . . . . . 10
Buydown Agreement. . . . . . . . . . . . . . . . . . 10
Buydown Fund . . . . . . . . . . . . . . . . . . . . 10
Buydown Fund Account . . . . . . . . . . . . . . . . 10
Buydown Loan . . . . . . . . . . . . . . . . . . . . 10
Certificate. . . . . . . . . . . . . . . . . . . . . 10
Certificate Account. . . . . . . . . . . . . . . . . 11
Certificate Principal Balance. . . . . . . . . . . . 11
Certificate Register and Certificate Registrar . . . 11
Certificate Trust Available Distribution Amount. . . 11
Certificate Trust Certificate Distribution Amount. . 11
Certificate Trust Certificates . . . . . . . . . . . 12
Certificate Trust Fund . . . . . . . . . . . . . . . 12
Certificateholder or Holder. . . . . . . . . . . . . 12
Class. . . . . . . . . . . . . . . . . . . . . . . . 12
Class A Certificates . . . . . . . . . . . . . . . . 13
Class B Certificates . . . . . . . . . . . . . . . . 13
Class B Loan Group Component Balance . . . . . . . . 13
Class B-1 Certificates . . . . . . . . . . . . . . . 13
Class B-2 Certificates . . . . . . . . . . . . . . . 13
Class B-3 Certificates . . . . . . . . . . . . . . . 13
Class B-4 Certificates . . . . . . . . . . . . . . . 13
Class B-5 Certificates . . . . . . . . . . . . . . . 13
Class B-6 Certificates . . . . . . . . . . . . . . . 13
Class B1-L Certificates. . . . . . . . . . . . . . . 13
Class B2-L Certificates. . . . . . . . . . . . . . . 13
Class B3-L Certificates. . . . . . . . . . . . . . . 14
Class B4-L Certificates. . . . . . . . . . . . . . . 14
i
<PAGE>
PAGE
Class B5-L Certificates. . . . . . . . . . . . . . . 14
Class B6-L Certificates. . . . . . . . . . . . . . . 14
Class I Certificates . . . . . . . . . . . . . . . . 14
Class IA Certificates. . . . . . . . . . . . . . . . 14
Class IA Liquidation Amount. . . . . . . . . . . . . 14
Class IA Percentage. . . . . . . . . . . . . . . . . 14
Class IA Prepayment Percentage or Class IIA Prepayment
Percentage . . . . . . . . . . . . . . . . . . . . . 14
Class IA Principal Distribution Amount . . . . . . . 16
Class IA-1 Certificates. . . . . . . . . . . . . . . 16
Class IA-2 Certificates. . . . . . . . . . . . . . . 16
Class IA-3 Certificates. . . . . . . . . . . . . . . 16
Class IA-3 Liquidation Amount. . . . . . . . . . . . 16
Class IA-3 Percentage. . . . . . . . . . . . . . . . 16
Class IA-3 Prepayment Percentage . . . . . . . . . . 16
Class IA-3 Principal Distribution Amount . . . . . . 16
Class IA1-L Certificates . . . . . . . . . . . . . . 17
Class IA2-L Certificates . . . . . . . . . . . . . . 17
Class IA3-L Certificates . . . . . . . . . . . . . . 17
Class II Certificates. . . . . . . . . . . . . . . . 17
Class IIA Certificates . . . . . . . . . . . . . . . 17
Class IIA Liquidation Amount . . . . . . . . . . . . 17
Class IIA Percentage . . . . . . . . . . . . . . . . 17
Class IIA Principal Distribution Amount. . . . . . . 17
Class IIA-1 Certificates . . . . . . . . . . . . . . 17
Class IIA-2 Certificates . . . . . . . . . . . . . . 17
Class IIA-2 Notional Amount. . . . . . . . . . . . . 18
Class IIA-3 Certificates . . . . . . . . . . . . . . 18
Class IIA-4 Certificates . . . . . . . . . . . . . . 18
Class IIA-5 Adjusted Percentage. . . . . . . . . . . 18
Class IIA-5 Certificates . . . . . . . . . . . . . . 18
Class IIA-5 Liquidation Amount . . . . . . . . . . . 18
Class IIA-5 Percentage . . . . . . . . . . . . . . . 18
Class IIA-5 Prepayment Percentage. . . . . . . . . . 18
Class IIA-5 Principal Distribution Amount. . . . . . 18
Class IIA-6 Certificates . . . . . . . . . . . . . . 19
Class IIA-7 Certificates . . . . . . . . . . . . . . 19
Class IIA1-L Certificates. . . . . . . . . . . . . . 19
Class IIA3-L Certificates. . . . . . . . . . . . . . 19
Class IIA4-L Certificates. . . . . . . . . . . . . . 19
Class IIA5-L Certificates. . . . . . . . . . . . . . 19
Class IIA6-L Certificates. . . . . . . . . . . . . . 19
Class IIA7-L Certificates. . . . . . . . . . . . . . 19
Class IIP Certificates . . . . . . . . . . . . . . . 19
Class IIP Fraction . . . . . . . . . . . . . . . . . 20
Class IIP Mortgage Loan. . . . . . . . . . . . . . . 20
Class IIP-L Certificates . . . . . . . . . . . . . . 20
Class IIP-M Certificates . . . . . . . . . . . . . . 20
ii
<PAGE>
PAGE
Class IIX Certificates . . . . . . . . . . . . . . . 20
Class IIX Notional Amount. . . . . . . . . . . . . . 20
Class IIX-L Certificates . . . . . . . . . . . . . . 20
Class IIX-M Certificates . . . . . . . . . . . . . . 20
Class IP Certificates. . . . . . . . . . . . . . . . 20
Class IP Fraction. . . . . . . . . . . . . . . . . . 20
Class IP Mortgage Loan . . . . . . . . . . . . . . . 21
Class IP-L Certificates. . . . . . . . . . . . . . . 21
Class IP-M Certificates. . . . . . . . . . . . . . . 21
Class IX Certificates. . . . . . . . . . . . . . . . 21
Class IX Notional Amount . . . . . . . . . . . . . . 21
Class IX-L Certificates. . . . . . . . . . . . . . . 21
Class IX-M Certificates. . . . . . . . . . . . . . . 21
Class Notional Amount. . . . . . . . . . . . . . . . 21
Class P Certificates . . . . . . . . . . . . . . . . 21
Class P Fraction . . . . . . . . . . . . . . . . . . 21
Class P Mortgage Loans . . . . . . . . . . . . . . . 21
Class P-L Certificates . . . . . . . . . . . . . . . 22
Class P-M Certificates . . . . . . . . . . . . . . . 22
Class Principal Balance. . . . . . . . . . . . . . . 22
Class R Certificates . . . . . . . . . . . . . . . . 22
Class R-L Certificates . . . . . . . . . . . . . . . 22
Class R-1 Certificates . . . . . . . . . . . . . . . 22
Class R-2 Certificates . . . . . . . . . . . . . . . 22
Class X Certificates . . . . . . . . . . . . . . . . 23
Class X Notional Amount. . . . . . . . . . . . . . . 23
Class X-M Certificates . . . . . . . . . . . . . . . 23
Class Y Certificates . . . . . . . . . . . . . . . . 23
Class Y Principal Reduction Amounts. . . . . . . . . 23
Class Y-1 Certificates . . . . . . . . . . . . . . . 25
Class Y-1 Principal Distribution Amount. . . . . . . 25
Class Y-2 Certificates . . . . . . . . . . . . . . . 25
Class Y-2 Principal Distribution Amount. . . . . . . 25
Class Z Certificates . . . . . . . . . . . . . . . . 25
Class Z Principal Reduction Amounts. . . . . . . . . 25
Class Z-1 Certificates . . . . . . . . . . . . . . . 26
Class Z-1 Principal Distribution Amount. . . . . . . 26
Class Z-2 Certificates . . . . . . . . . . . . . . . 26
Class Z-2 Principal Distribution Amount. . . . . . . 26
Clearing Agency. . . . . . . . . . . . . . . . . . . 26
Closing Date . . . . . . . . . . . . . . . . . . . . 26
Code . . . . . . . . . . . . . . . . . . . . . . . . 26
Company. . . . . . . . . . . . . . . . . . . . . . . 26
Compensating Interest. . . . . . . . . . . . . . . . 26
Cooperative. . . . . . . . . . . . . . . . . . . . . 26
Cooperative Apartment. . . . . . . . . . . . . . . . 26
Cooperative Lease. . . . . . . . . . . . . . . . . . 27
iii
<PAGE>
PAGE
Cooperative Loans. . . . . . . . . . . . . . . . . . 27
Cooperative Stock. . . . . . . . . . . . . . . . . . 27
Cooperative Stock Certificate. . . . . . . . . . . . 27
Corporate Trust Office . . . . . . . . . . . . . . . 27
Corresponding Class. . . . . . . . . . . . . . . . . 27
Credit Support Depletion Date. . . . . . . . . . . . 27
Curtailment. . . . . . . . . . . . . . . . . . . . . 27
Curtailment Shortfall. . . . . . . . . . . . . . . . 28
Custodial Account for P&I. . . . . . . . . . . . . . 28
Custodial Account for Reserves . . . . . . . . . . . 28
Custodial Agreement. . . . . . . . . . . . . . . . . 28
Custodian. . . . . . . . . . . . . . . . . . . . . . 28
Cut-Off Date . . . . . . . . . . . . . . . . . . . . 28
DCR. . . . . . . . . . . . . . . . . . . . . . . . . 28
Definitive Certificates. . . . . . . . . . . . . . . 28
Depositary Agreement . . . . . . . . . . . . . . . . 28
Destroyed Mortgage Note. . . . . . . . . . . . . . . 28
Determination Date . . . . . . . . . . . . . . . . . 29
Disqualified Organization. . . . . . . . . . . . . . 29
Distribution Date. . . . . . . . . . . . . . . . . . 29
DTC. . . . . . . . . . . . . . . . . . . . . . . . . 29
DTC Participant. . . . . . . . . . . . . . . . . . . 29
Due Date . . . . . . . . . . . . . . . . . . . . . . 29
Eligible Institution . . . . . . . . . . . . . . . . 29
Eligible Investments . . . . . . . . . . . . . . . . 29
ERISA. . . . . . . . . . . . . . . . . . . . . . . . 30
Event of Default . . . . . . . . . . . . . . . . . . 30
Excess Liquidation Proceeds. . . . . . . . . . . . . 30
FDIC . . . . . . . . . . . . . . . . . . . . . . . . 31
FHA. . . . . . . . . . . . . . . . . . . . . . . . . 31
FHLB . . . . . . . . . . . . . . . . . . . . . . . . 31
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . 31
First Level Certificate Trust Available Distribution
Amount . . . . . . . . . . . . . . . . . . . . . . . 31
First Level Certificate Trust Certificate Distribution
Amount . . . . . . . . . . . . . . . . . . . . . . . 31
First Level Certificate Trust Certificates . . . . . 38
First Level Certificate Trust Fund . . . . . . . . . 38
FNMA . . . . . . . . . . . . . . . . . . . . . . . . 38
Fraud Coverage . . . . . . . . . . . . . . . . . . . 38
Fraud Coverage Initial Amount. . . . . . . . . . . . 39
Fraud Loss . . . . . . . . . . . . . . . . . . . . . 39
Group I Loan . . . . . . . . . . . . . . . . . . . . 39
Group I Subordinate Amount . . . . . . . . . . . . . 39
Group II Loan. . . . . . . . . . . . . . . . . . . . 39
Group II Subordinate Amount. . . . . . . . . . . . . 39
Indirect DTC Participants. . . . . . . . . . . . . . 39
Insurance Proceeds . . . . . . . . . . . . . . . . . 39
Interest Distribution Amount . . . . . . . . . . . . 40
iv
<PAGE>
PAGE
Investment Account . . . . . . . . . . . . . . . . . 40
Investment Depository. . . . . . . . . . . . . . . . 40
Junior Subordinate Certificates. . . . . . . . . . . 40
Lender . . . . . . . . . . . . . . . . . . . . . . . 40
LIBOR. . . . . . . . . . . . . . . . . . . . . . . . 40
LIBOR Determination Date . . . . . . . . . . . . . . 41
Liquidated Mortgage Loan . . . . . . . . . . . . . . 41
Liquidation Principal. . . . . . . . . . . . . . . . 41
Liquidation Proceeds . . . . . . . . . . . . . . . . 41
Loan Group . . . . . . . . . . . . . . . . . . . . . 42
Loan Group I . . . . . . . . . . . . . . . . . . . . 42
Loan Group II. . . . . . . . . . . . . . . . . . . . 42
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . 42
Lockout Percentage . . . . . . . . . . . . . . . . . 42
Master Servicer. . . . . . . . . . . . . . . . . . . 42
Master Servicing Fee . . . . . . . . . . . . . . . . 42
Monthly P&I Advance. . . . . . . . . . . . . . . . . 42
Monthly Payment. . . . . . . . . . . . . . . . . . . 42
Moody's. . . . . . . . . . . . . . . . . . . . . . . 42
Mortgage . . . . . . . . . . . . . . . . . . . . . . 42
Mortgage File. . . . . . . . . . . . . . . . . . . . 42
Mortgage Interest Rate . . . . . . . . . . . . . . . 44
Mortgage Loan Schedule . . . . . . . . . . . . . . . 45
Mortgage Loans . . . . . . . . . . . . . . . . . . . 45
Mortgage Note. . . . . . . . . . . . . . . . . . . . 45
Mortgage Pool. . . . . . . . . . . . . . . . . . . . 45
Mortgage Trust Available Distribution Amount . . . . 45
Mortgage Trust Certificate Distribution Amount . . . 47
Mortgage Trust Certificates. . . . . . . . . . . . . 48
Mortgage Trust Fund. . . . . . . . . . . . . . . . . 48
Mortgaged Property . . . . . . . . . . . . . . . . . 48
Mortgagor. . . . . . . . . . . . . . . . . . . . . . 48
Nonrecoverable Advance . . . . . . . . . . . . . . . 48
Non-U.S. Person. . . . . . . . . . . . . . . . . . . 48
OTS. . . . . . . . . . . . . . . . . . . . . . . . . 49
Officer's Certificate. . . . . . . . . . . . . . . . 49
Opinion of Counsel . . . . . . . . . . . . . . . . . 49
Original Value . . . . . . . . . . . . . . . . . . . 49
Ownership Interest . . . . . . . . . . . . . . . . . 49
Pass-Through Entity. . . . . . . . . . . . . . . . . 49
Pass-Through Rate. . . . . . . . . . . . . . . . . . 49
Paying Agent . . . . . . . . . . . . . . . . . . . . 49
Payoff . . . . . . . . . . . . . . . . . . . . . . . 49
Payoff Earnings. . . . . . . . . . . . . . . . . . . 49
Payoff Interest. . . . . . . . . . . . . . . . . . . 50
Payoff Period. . . . . . . . . . . . . . . . . . . . 50
Percentage Interest. . . . . . . . . . . . . . . . . 50
v
<PAGE>
PAGE
Permitted Transferee . . . . . . . . . . . . . . . . 51
Person . . . . . . . . . . . . . . . . . . . . . . . 51
Prepaid Monthly Payment. . . . . . . . . . . . . . . 51
Primary Insurance Policy . . . . . . . . . . . . . . 51
Principal Balance. . . . . . . . . . . . . . . . . . 51
Principal Payment. . . . . . . . . . . . . . . . . . 52
Principal Payment Amount . . . . . . . . . . . . . . 52
Principal Prepayment . . . . . . . . . . . . . . . . 52
Principal Prepayment Amount. . . . . . . . . . . . . 52
Prior Period . . . . . . . . . . . . . . . . . . . . 52
Pro Rata Allocation. . . . . . . . . . . . . . . . . 52
Purchase Obligation. . . . . . . . . . . . . . . . . 53
Purchase Price . . . . . . . . . . . . . . . . . . . 53
Qualified Insurer. . . . . . . . . . . . . . . . . . 53
Rating Agency. . . . . . . . . . . . . . . . . . . . 53
Ratings. . . . . . . . . . . . . . . . . . . . . . . 53
Realized Loss. . . . . . . . . . . . . . . . . . . . 53
Record Date. . . . . . . . . . . . . . . . . . . . . 55
Reference Banks. . . . . . . . . . . . . . . . . . . 55
Regular Interest Certificates. . . . . . . . . . . . 55
REMIC. . . . . . . . . . . . . . . . . . . . . . . . 55
REMIC Provisions . . . . . . . . . . . . . . . . . . 55
Remittance Rate. . . . . . . . . . . . . . . . . . . 55
Residual Certificates. . . . . . . . . . . . . . . . 55
Residual Distribution Amount . . . . . . . . . . . . 56
Responsible Officer. . . . . . . . . . . . . . . . . 56
Securities Act . . . . . . . . . . . . . . . . . . . 56
Security Agreement . . . . . . . . . . . . . . . . . 56
Selling and Servicing Contract . . . . . . . . . . . 56
Senior Certificates. . . . . . . . . . . . . . . . . 56
Senior Subordinate Certificates. . . . . . . . . . . 56
Servicer . . . . . . . . . . . . . . . . . . . . . . 56
Servicing Fee. . . . . . . . . . . . . . . . . . . . 56
Servicing Officer. . . . . . . . . . . . . . . . . . 57
Special Hazard Coverage. . . . . . . . . . . . . . . 57
Special Hazard Coverage Initial Amount . . . . . . . 57
Special Hazard Loss. . . . . . . . . . . . . . . . . 57
Step Down Percentage . . . . . . . . . . . . . . . . 58
Stripped Interest Rate . . . . . . . . . . . . . . . 58
Subordinate Certificates . . . . . . . . . . . . . . 58
Subordinate Liquidation Amount . . . . . . . . . . . 58
Subordinate Percentage . . . . . . . . . . . . . . . 58
Subordinate Prepayment Percentage. . . . . . . . . . 58
Subordinate Principal Distribution Amount. . . . . . 58
Subordination Level. . . . . . . . . . . . . . . . . 59
Substitute Mortgage Loan . . . . . . . . . . . . . . 59
Tax Matters Person . . . . . . . . . . . . . . . . . 59
vi
<PAGE>
PAGE
Termination Date . . . . . . . . . . . . . . . . . . 59
Termination Payment. . . . . . . . . . . . . . . . . 59
Transfer . . . . . . . . . . . . . . . . . . . . . . 59
Transferee . . . . . . . . . . . . . . . . . . . . . 59
Transferee Affidavit and Agreement . . . . . . . . . 60
Trustee. . . . . . . . . . . . . . . . . . . . . . . 60
Uncollected Interest . . . . . . . . . . . . . . . . 60
Uncompensated Interest Shortfall . . . . . . . . . . 60
Underwriter. . . . . . . . . . . . . . . . . . . . . 60
Underwriting Standards . . . . . . . . . . . . . . . 60
Uninsured Cause. . . . . . . . . . . . . . . . . . . 60
U.S. Person. . . . . . . . . . . . . . . . . . . . . 60
VA . . . . . . . . . . . . . . . . . . . . . . . . . 60
Withdrawal Date. . . . . . . . . . . . . . . . . . . 60
15 Year-Premium Rate Mortgage Loans. . . . . . . . . 61
30 Year-Premium Rate Mortgage Loans. . . . . . . . . 61
ARTICLE II
CONVEYANCE OF THE TRUST FUNDS; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE MORTGAGE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS. . . . . . . . . . . . . . . . . . . . . . .61
Section 2.02. ACCEPTANCE BY TRUSTEE . . . . . . . . . . . . . . . . . . 65
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . 66
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES. . . . . . . . . . . . . . . . . . 70
Section 2.05. CONVEYANCE OF THE FIRST LEVEL CERTIFICATE TRUST FUND;
REMIC ELECTION AND DESIGNATIONS . . . . . . . . . . . . . 70
Section 2.06. ACCEPTANCE BY TRUSTEE . . . . . . . . . . . . . . . . . . 73
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE MORTGAGE TRUST CERTIFICATES . . . . . . . . . . . . . 74
Section 2.08. AUTHENTICATION OF FIRST LEVEL CERTIFICATE TRUST CERTIFICATES
AND THE CLASS R-2 CERTIFICATES. . . . . . . . . . . . . . 74
Section 2.09. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS. . . . . . . . . . . . . . . . . . . . . . . 74
Section 2.10. ACCEPTANCE BY TRUSTEE . . . . . . . . . . . . . . . . . . 77
Section 2.11. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
FIRST LEVEL CERTIFICATE TRUST CERTIFICATES. . . . . . . . 77
Section 2.12. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND THE
CLASS R CERTIFICATES. . . . . . . . . . . . . . . . . . . 78
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
vii
<PAGE>
PAGE
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER . . . . . . . . . . 78
Section 3.02. CUSTODIAL ACCOUNTS. . . . . . . . . . . . . . . . . . . . 80
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS. . . . . . . 81
Section 3.04. THE CERTIFICATE ACCOUNT . . . . . . . . . . . . . . . . . 81
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE
BUYDOWN FUND ACCOUNTS . . . . . . . . . . . . . . . . . . 82
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER. . . . . . . . . . . . . . . . . . . . . . . . 83
Section 3.07. MAINTENANCE OF HAZARD INSURANCE . . . . . . . . . . . . . 84
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . 84
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS . . . . . . . . 85
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES . . . . . 86
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS . . 87
Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT . . 87
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE . . . . . . . . . . . . 88
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . 88
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT . 88
Section 3.16. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . 88
Section 3.17. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . 88
Section 3.18. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . 88
Section 3.19. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . 88
Section 3.20. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . 88
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING
CONTRACTS BY TRUSTEE. . . . . . . . . . . . . . . . . . . 89
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. MORTGAGE TRUST DISTRIBUTIONS. . . . . . . . . . . . . . . 89
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS . . . . . 90
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO
THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . .91
Section 4.04. NONRECOVERABLE ADVANCES.. . . . . . . . . . . . . . . . . 92
Section 4.05. FIRST LEVEL CERTIFICATE TRUST DISTRIBUTIONS . . . . . . . 93
Section 4.06. STATEMENTS TO FIRST LEVEL CERTIFICATE TRUST
CERTIFICATEHOLDERS. . . . . . . . . . . . . . . . . . . . 94
Section 4.07. CERTIFICATE TRUST DISTRIBUTIONS . . . . . . . . . . . . . 95
Section 4.08. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS. . . . 95
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . 97
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF
PRINCIPAL AND INTEREST; AUTHORIZED DENOMINATIONS . . . .102
viii
<PAGE>
PAGE
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES . .102
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES . . . .103
Section 5.05. PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . .103
Section 5.06. TEMPORARY CERTIFICATES. . . . . . . . . . . . . . . . . .103
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES. . . . . . . . . .104
Section 5.08. NOTICES TO CLEARING AGENCY. . . . . . . . . . . . . . . .105
Section 5.09. DEFINITIVE CERTIFICATES . . . . . . . . . . . . . . . . .105
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES . . . . . . . . . . .106
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER. . . . .106
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER. . . . . . . . . . . . . . . . . . . . . . . . .106
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER
SERVICER AND OTHERS. . . . . . . . . . . . . . . . . . . 106
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN . . . . . .107
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . .107
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. . . . . . . . .110
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS. . . . . . . . . . . .110
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . .111
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE . . . . . . . . . .112
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS . .113
Section 8.04. TRUSTEE MAY OWN CERTIFICATES. . . . . . . . . . . . . . .113
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES. .113
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. . . . . . . . . . .113
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. . . . . . . . . . . .114
Section 8.08. SUCCESSOR TRUSTEE . . . . . . . . . . . . . . . . . . . .114
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. . . . . . . . . . . .115
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE . . . . . .115
Section 8.11. AUTHENTICATING AGENTS . . . . . . . . . . . . . . . . . .116
Section 8.12. PAYING AGENTS . . . . . . . . . . . . . . . . . . . . . .117
ARTICLE IX
TERMINATION
ix
<PAGE>
PAGE
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR
LIQUIDATION OF ALL MORTGAGE LOANS. . . . . . . . . . . . 118
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS . . . . . . . . . . .119
Section 9.03. TRUSTS IRREVOCABLE. . . . . . . . . . . . . . . . . . . .120
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . .120
Section 10.02. RECORDATION OF AGREEMENT. . . . . . . . . . . . . . . . .121
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. . . . . . . .121
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. . . . . . . . . . .122
Section 10.05. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . .122
Section 10.06. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . .122
Section 10.07. SEVERABILITY OF PROVISIONS. . . . . . . . . . . . . . . .123
Section 10.08. COUNTERPART SIGNATURES. . . . . . . . . . . . . . . . . .123
Section 10.09. BENEFITS OF AGREEMENT . . . . . . . . . . . . . . . . . .123
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.. . . . . . . . . . .123
x
<PAGE>
EXHIBITS
Exhibit A -- Forms of Certificate Trust Certificates
Exhibit B -- Forms of Residual Certificates
Exhibit C -- Forms of First Level Certificate Trust Certificates
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Form of Selling and Servicing Contract
Exhibit F -- Form of Transferor Certificate for Class B-4, Class B-5 and Class
B-6 Certificates
Exhibit G -- Form of Transferee's Certificate for Class B-4, Class B-5 and
Class B-6 Certificates
Exhibit H -- Form of Additional Matter Incorporated into the Form of the
Mortgage Trust Certificates
Exhibit I -- Form of Transferor Certificate
Exhibit J -- Form of Transferee Affidavit and Agreement
Exhibit K -- Form of Additional Matter Incorporated into the Form of the First
Level Certificate Trust Certificates
Exhibit L -- Form of Rule 144A Investment Representation
Exhibit M -- Form of Trustee's Certificate of Review of Mortgage Loans
Exhibit N -- [Reserved.]
Exhibit O -- Forms of Mortgage Trust Certificates
Exhibit P -- Form of Additional Matter Incorporated into the Form of the
Certificate Trust Certificates
xi
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of December 1,
1996 (this "Agreement"), is executed between PNC Mortgage Securities Corp., as
Depositor and Master Servicer (the "Company"), and First Bank National
Association, as Trustee (the "Trustee"). Capitalized terms used in this
Agreement and not otherwise defined have the meanings ascribed to such terms in
Article I hereof.
PRELIMINARY STATEMENT
The Company at the Closing Date is the owner of the Mortgage Loans and the
other property being conveyed by it to the Trustee for inclusion in the Mortgage
Trust Fund. On the Closing Date, the Company will acquire the Mortgage Trust
Certificates and the Class R-1 Certificates from the Mortgage Trust Fund as
consideration for its transfer to the Mortgage Trust Fund of the Mortgage Loans
and certain other assets and will be the owner of the Mortgage Trust
Certificates and the Class R-1 Certificates, will acquire the First Level
Certificate Trust Certificates and the Class R-2 Certificates from the First
Level Certificate Trust Fund as consideration for its transfer to the First
Level Certificate Trust Fund of the Mortgage Trust Certificates and will be the
owner of the First Level Certificate Trust Certificates and the Class R-2
Certificates, and will acquire the Certificate Trust Certificates and the
Class R Certificates from the Certificate Trust Fund as consideration for its
transfer to the Certificate Trust Fund of the First Level Certificate Trust
Certificates and will be the owner of the Certificate Trust Certificates and the
Class R Certificates. The Company has duly authorized the execution and delivery
of this Agreement to provide for the conveyance to the Trustee of the Mortgage
Loans and the issuance to the Company of the Mortgage Trust Certificates
representing in the aggregate the entire beneficial ownership of the Mortgage
Trust Fund (except for that portion represented by the Class R-1 Certificates),
the conveyance to the Trustee by the Company of the Mortgage Trust Certificates
and the issuance of the First Level Certificate Trust Certificates representing
in the aggregate the entire beneficial interest in the First Level Certificate
Trust Fund (except for that portion represented by the Class R-2 Certificates),
and the conveyance to the Trustee by the Company of the First Level Certificate
Trust Certificates and the issuance of the Certificate Trust Certificates
representing in the aggregate the entire beneficial interest in the Certificate
Trust Fund (except for that portion represented by the Class R Certificates).
All covenants and agreements made by the Company and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the Mortgage
Trust Fund are for the benefit of the Holders from time to time of the Mortgage
Trust Certificates and the Class R-1 Certificates. All covenants and agreements
made by the Company and the Trustee herein with respect to the Mortgage Trust
Certificates and the other property constituting the First Level Certificate
Trust Fund are for the benefit of the Holders from time to time of the First
Level Certificate Trust Certificates and the Class R-2 Certificates. All
covenants and agreements made by the Company and the Trustee herein with respect
to the First Level Certificate Trust Certificates and the other property
constituting the Certificate Trust Fund are for the benefit of the Holders from
time to time of the Certificate Trust Certificates and the Class R Certificates.
The Company is entering into this Agreement, and the Trustee is accepting the
three separate trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
The Residual Certificates and the Certificate Trust Certificates issued
hereunder, other than the Class B-4, Class B-5 and Class B-6 Certificates, have
been offered for sale pursuant to a Prospectus, dated June 25, 1996, and a
Prospectus Supplement, dated December 23, 1996, of the Company (together, the
"Prospectus"). The Class B-4, Class B-5 and Class B-6 Certificates have
1
<PAGE>
been offered for sale pursuant to a Private Placement Memorandum, dated
December 27, 1996. The Mortgage Trust Fund, the First Level Certificate Trust
Fund and the Certificate Trust Fund created hereunder are intended to be the
"Mortgage Trust," the "First Level Certificate Trust" and the "Certificate
Trust," respectively, as described in the Prospectus and the Private
Placement Memorandum and the Certificate Trust Certificates and the Residual
Certificates are intended to be the "Certificates" described therein. The
following tables set forth the designation, type of interest, initial
Remittance Rate, initial Class Principal Balance and last scheduled
Distribution Date for each Class of Certificates comprising the interests in
the Mortgage Trust Fund, the First Level Certificate Trust Fund and the
Certificate Trust Fund created hereunder:
2
<PAGE>
MORTGAGE TRUST FUND
<TABLE>
<CAPTION>
INITIAL CLASS LAST SCHEDULED
TYPE OF REMITTANCE PRINCIPAL DISTRIBUTION
DESIGNATION INTEREST RATE(1) BALANCE DATE*
<S> <C> <C> <C> <C>
Class Y-1 Regular 7.000% $230,430.13 January 25, 2027
Class Y-2 Regular 8.000% 495,828.09 January 25, 2027
Class Z-1 Regular 7.000% 45,981,128.26 January 25, 2027
Class Z-2 Regular 8.000% 98,669,789.57 January 25, 2027
Class IP-M Regular (2) 336,248.15 January 25, 2027
Class IX-M Regular 7.000%(3) 0.00 January 25, 2027
Class IIP-M Regular (2) 993,737.28 January 25, 2027
Class IIX-M Regular 8.000%(3) 0.00 January 25, 2027
Class R-1+ Residual 7.000% 50.00 January 25, 2027
</TABLE>
_________________
* 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-1 Certificates are entitled to receive the applicable Residual
Distribution Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Mortgage Trust Certificates and Class R-1
Certificates on each Distribution Date will have accrued during the Prior
Period at the applicable per annum Remittance Rate, except for the Class
IP-M and Class IIP-M Certificates which will not be entitled to receive
interest.
(2) The Class IP-M and Class IIP-M Certificates will not have a Remittance Rate
and will not be entitled to distributions of interest.
(3) The Remittance Rate on the Class IX-M and Class IIX-M Certificates will be
7.000% and 8.000% per annum, respectively. The Class IX-M and Class IIX-M
Certificates will accrue interest on the Class IX Notional Amount and Class
IIX Notional Amount, respectively. The Class IX Notional Amount and Class
IIX Notional Amount as of the Cut-Off Date will be approximately $2,589,942
and $3,122,756, respectively.
As provided herein, with respect to the Mortgage Trust Fund, the Company
will cause an election to be made on behalf of the Mortgage Trust Fund to be
treated for federal income tax purposes as a REMIC. The Class Y-1, Class Y-2,
Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class IIP-M and Class IIX-M
Certificates will be designated "regular interests" in the Mortgage Trust Fund
and the Class R-1 Certificates will be designated the sole class of "residual
interests" in the Mortgage Trust Fund, for purposes of the REMIC Provisions.
3
<PAGE>
FIRST LEVEL CERTIFICATE TRUST FUND
<TABLE>
<CAPTION>
INITIAL CLASS LAST SCHEDULED
TYPE OF REMITTANCE PRINCIPAL DISTRIBUTION
DESIGNATION INTEREST RATE(1) BALANCE DATE*
<S> <C> <C> <C> <C>
Class IA1-L Regular 7.000% $31,969,544.00 January 25, 2027
Class IA2-L Regular 7.000% 7,680,000.00 January 25, 2027
Class IA3-L Regular 7.000% 4,700,000.00 January 25, 2027
Class IP-L Regular (2) 336,248.15 January 25, 2027
Class IX-L Regular 7.000%(3) 0.00 January 25, 2027
Class IIA1-L Regular 9.000% 25,494,373.00 January 25, 2027
Class IIA3-L Regular 7.750% 11,164,000.00 January 25, 2027
Class IIA4-L Regular 8.000% 3,436,000.00 January 25, 2027
Class IIA5-L Regular 8.000% 9,658,126.00 January 25, 2027
Class IIA6-L Regular 7.250% 22,703,372.00 January 25, 2027
Class IIA7-L Regular 7.750% 22,703,372.00 January 25, 2027
Class IIP-L Regular (2) 993,737.28 January 25, 2027
Class IIX-L Regular 8.000%(3) 0.00 January 25, 2027
Class B1-L Regular (4) 1,833,840.00 January 25, 2027
Class B2-L Regular (4) 1,833,840.00 January 25, 2027
Class B3-L Regular (4) 733,536.00 January 25, 2027
Class B4-L Regular (4) 440,122.00 January 25, 2027
Class B5-L Regular (4) 513,475.00 January 25, 2027
Class B6-L Regular (4) 513,476.05 January 25, 2027
Class R-L Regular 7.000% 50.00 January 25, 2027
Class R-2+ Residual 7.000% 50.00 January 25, 2027
</TABLE>
_________________
* 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-2 Certificates are entitled to receive the applicable Residual
Distribution Amount.
(1) Interest distributed to the First Level Certificate Trust Certificates and
Class R-2 Certificates on each Distribution Date will have accrued during
the Prior Period at the applicable per annum Remittance Rate, except for
(i) the Class IIA1-L Certificates which will accrue interest during the
period from the 25th day of the month prior to each Distribution Date to
the 24th day of the month of such Distribution Date and (ii) the Class IP-L
and Class IIP-L Certificates which will not be entitled to receive
interest.
(2) The Class IP-L and Class IIP-L Certificates will not have a Remittance Rate
and will not be entitled to distributions of interest.
(3) The Remittance Rate on the Class IX-L and Class IIX-L Certificates will be
7.000% and 8.000% per annum, respectively. The Class IX-L and Class IIX-L
Certificates will accrue interest on the Class IX Notional Amount and Class
IIX Notional Amount, respectively. The Class IX Notional Amount and Class
IIX Notional Amount as of the Cut-Off Date will be approximately $2,589,942
and $3,122,756, respectively.
4
<PAGE>
(4) The Remittance Rate on the Class B1-L, Class B2-L, Class B3-L, Class B4-L,
Class B5-L and Class B6-L Certificates will equal the quotient expressed as
a percentage of (a) the sum of (i) the product of (x) 7.000% and (y) the
Group I Subordinate Amount and (ii) the product of (x) 8.000% and (y) the
Group II Subordinate Amount over (b) the sum of the Group I Subordinate
Amount and the Group II Subordinate Amount. The initial Remittance Rate on
the Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L and Class
B6-L Certificates will be approximately 7.683% per annum.
As provided herein, with respect to the First Level Certificate Trust Fund,
the Company will cause an election to be made on behalf of the First Level
Certificate Trust Fund to be treated for federal income tax purposes as a REMIC.
The First Level Certificate Trust Certificates (other than the Class R-2
Certificates) will be designated "regular interests" in the First Level
Certificate Trust Fund and the Class R-2 Certificates will be designated the
sole class of "residual interests" in the First Level Certificate Trust Fund,
for purposes of the REMIC Provisions.
5
<PAGE>
CERTIFICATE TRUST FUND
<TABLE>
<CAPTION>
INITIAL CLASS LAST SCHEDULED
TYPE OF REMITTANCE PRINCIPAL DISTRIBUTION
DESIGNATION INTEREST RATE(1) BALANCE DATE*
<S> <C> <C> <C> <C>
Class IA-1 Regular 7.000% $31,969,544.0 January 25, 2027
Class IA-2 Regular 7.000% 7,680,000.00 January 25, 2027
Class IA-3 Regular 7.000% 4,700,000.00 January 25, 2027
Class IP Regular (2) 336,248.15 January 25, 2027
Class IX Regular 7.000%(3) 0.00 January 25, 2027
Class IIA-1 Regular (4) 25,494,373.00 January 25, 2027
Class IIA-2 Regular (5) 0.00 January 25, 2027
Class IIA-3 Regular 7.750% 11,164,000.00 January 25, 2027
Class IIA-4 Regular 8.000% 3,436,000.00 January 25, 2027
Class IIA-5 Regular 8.000% 9,658,126.00 January 25, 2027
Class IIA-6 Regular 7.250% 22,703,372.00 January 25, 2027
Class IIA-7 Regular 7.750% 22,703,372.00 January 25, 2027
Class IIP Regular (2) 993,737.28 January 25, 2027
Class IIX Regular 8.000%(3) 0.00 January 25, 2027
Class B-1 Regular (6) 1,833,840.00 January 25, 2027
Class B-2 Regular (6) 1,833,840.00 January 25, 2027
Class B-3 Regular (6) 733,536.00 January 25, 2027
Class B-4 Regular (6) 440,122.00 January 25, 2027
Class B-5 Regular (6) 513,475.00 January 25, 2027
Class B-6 Regular (6) 513,476.05 January 25, 2027
Class R+ Residual 7.000% 50.00 January 25, 2027
</TABLE>
_________________
* 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 applicable Residual
Distribution Amount.
(1) Interest distributed to the Certificate Trust Certificates and Class R
Certificates on each Distribution Date will have accrued during the Prior
Period at the applicable per annum Remittance Rate, except for (i) the
Class IIA-1 and Class IIA-2 Certificates which will accrue interest during
the period from the 25th day of the month prior to each Distribution Date
to the 24th day of the month of such Distribution Date and (ii) the Class
IP and Class IIP Certificates which will not be entitled to receive
interest.
(2) The Class IP and Class IIP Certificates will not have a Remittance Rate and
will not be entitled to distributions of interest.
(3) The Remittance Rate on the Class IX and Class IIX Certificates will be
7.000% and 8.000% per annum, respectively. The Class IX and Class IIX
Certificates will accrue interest on the Class IX Notional Amount and Class
IIX Notional Amount, respectively. The Class IX Notional Amount and Class
IIX Notional Amount as of the Cut-Off Date will be approximately $2,589,942
and $3,122,756, respectively.
6
<PAGE>
(4) The initial Remittance Rate for the Class IIA-1 Certificates will be 6.125%
per annum. Thereafter, the Class IIA-1 Certificates will accrue interest at
a per annum rate equal to LIBOR plus 0.750%, subject to a minimum and
maximum Remittance Rate of 0.750% and 9.000% per annum, respectively.
(5) The initial Remittance Rate for the Class IIA-2 Certificates will be 2.875%
per annum. Thereafter, the Class IIA-2 Certificates will accrue interest at
a per annum rate equal to 8.250% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.250% per annum, respectively. The
Class IIA-2 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the Class IIA-2 Notional Amount,
which will equal the Class IIA-1 Principal Balance at the time of
determination.
(6) The Remittance Rate on the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates will equal the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y) the
Group I Subordinate Amount and (ii) the product of (x) 8.000% and (y) the
Group II Subordinate Amount over (b) the sum of the Group I Subordinate
Amount and the Group II Subordinate Amount. The initial Remittance Rate on
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will be approximately 7.683% per annum.
As provided herein, with respect to the Certificate Trust Fund, the Company
will cause an election to be made on behalf of the Certificate Trust Fund to be
treated for federal income tax purposes as a REMIC. The Certificate Trust
Certificates (other than the Class R Certificates) will be designated "regular
interests" in the Certificate Trust Fund and the Class R Certificates will be
designated the sole class of "residual interests" in the Certificate Trust Fund,
for purposes of the REMIC Provisions. As of the Cut-Off Date, the Mortgage Loans
will have an aggregate Principal Balance of $146,707,211.48, the Mortgage Trust
Certificates and the Class R-1 Certificates will have an Aggregate Certificate
Principal Balance of $146,707,211.48, the First Level Certificate Trust
Certificates and the Class R-2 Certificates will have an Aggregate Certificate
Principal Balance of $146,707,161.48, and the Certificate Trust Certificates and
the Class R Certificates will have an Aggregate Certificate Principal Balance of
$146,707,111.48.
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WITNESSETH:
WHEREAS, the Company is a corporation duly organized and existing under and
by virtue of the laws of the State of Delaware and has full corporate power and
authority to enter into this Agreement and to undertake the obligations
undertaken by it herein;
WHEREAS, the Company is the owner of the Mortgage Loans identified in the
Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off
Date as stated therein;
WHEREAS, the Company has been duly authorized to create a trust (the
"Mortgage Trust") to (i) hold the Mortgage Trust Fund, consisting of the
Mortgage Loans and certain other property and (ii) sell undivided beneficial
ownership interests in such Mortgage Trust and to do so is selling the Mortgage
Trust Certificates and Class R-1 Certificates issued hereunder as hereinafter
provided;
WHEREAS, the Company has been duly authorized to create a trust (the "First
Level Certificate Trust") to (i) hold the First Level Certificate Trust Fund
consisting of the Mortgage Trust Certificates and (ii) sell undivided beneficial
ownership interests in such First Level Certificate Trust and to do so is
selling the First Level Certificate Trust Certificates and Class R-2
Certificates issued hereunder as hereinafter provided;
WHEREAS, the Company has been duly authorized to create a trust (the
"Certificate Trust") to (i) hold the Certificate Trust Fund consisting of the
First Level Certificate Trust Certificates and (ii) sell undivided beneficial
ownership interests in such Certificate Trust and to do so is selling the
Certificate Trust Certificates and Class R Certificates issued hereunder as
hereinafter provided; and
WHEREAS, the Trustee is a national banking association duly organized and
existing under the laws of the United States and has full power and authority to
enter into this Agreement.
NOW, THEREFORE, in order to declare the terms and conditions upon which the
Certificates are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Certificates by the Holders thereof, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time of the Certificates, as follows:
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, (a) the sum of
the then current Class Principal Balances of the Certificate Trust Certificates
and Class R Certificates, (b) the sum of the then current Class Principal
Balances of the First Level Certificate Trust Certificates and Class
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R-2 Certificates or (c) the sum of the then current Class Principal Balances of
the Mortgage Trust Certificates and Class R-1 Certificates, as applicable.
APPRAISED VALUE: The amount set forth in an appraisal made by or for the
mortgage originator in connection with its origination of each Mortgage Loan.
ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11.
AUTHORIZED DENOMINATION: With respect to the Certificates (except the
Residual, Class IIA-2, Class IIA-3, Class IIA-4, Class IX, Class IIX and Class
R-L Certificates), an initial Certificate Principal Balance equal to $25,000 and
integral multiples of $1 in excess thereof, except that one Certificate of each
Class of such Certificates may be issued in a different amount that is not a
multiple of $1. With respect to each of the Residual Certificates, one
Certificate with a Percentage Interest equal to 0.01% and one Certificate with a
Percentage Interest equal to 99.99%. With respect to the Class IIA-3 and Class
IIA-4 Certificates, an initial Certificate Principal Balance equal to $1,000 and
integral multiples of $1 in excess thereof, except that one Certificate of such
Class may be issued in a different amount that is not a multiple of $1. With
respect to the Class IIA-2, Class IX and Class IIX Certificates, a Class
Notional Amount as of the Cut-Off Date equal to $100,000 and integral multiples
of $1 in excess thereof, except that one Certificate of each Class may be issued
in a different amount. With respect to the Class R-L Certificates, one
Certificate with an initial Certificate Principal Balance equal to $50.
BANKRUPTCY COVERAGE: The Bankruptcy Coverage Initial Amount less (a) any
scheduled or permissible reduction in the amount of Bankruptcy Coverage pursuant
to this definition and (b) Bankruptcy Losses allocated to the Certificates.
Bankruptcy Coverage may be reduced upon written confirmation from the Rating
Agency that such reduction will not adversely affect the then current ratings
assigned to the Certificates by the Rating Agency.
BANKRUPTCY COVERAGE INITIAL AMOUNT: $50,000.
BANKRUPTCY LOSS: A loss on a Mortgage Loan arising out of (i) a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a case under the United States Bankruptcy Code, other than any
such reduction that arises out of clause (ii) of this definition of "Bankruptcy
Loss," including, without limitation, any such reduction that results in a
permanent forgiveness of principal, or (ii) with respect to any Mortgage Loan, a
valuation, by a court of competent jurisdiction in a case under such Bankruptcy
Code, of the related Mortgaged Property in an amount less than the then
outstanding Principal Balance of such Mortgage Loan.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any Book-Entry
Certificate as or through a DTC Participant or an Indirect DTC Participant or a
Person holding a beneficial interest in any Definitive Certificate.
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BOOK-ENTRY CERTIFICATES: The Class A Certificates that are Certificate
Trust Certificates, beneficial ownership and transfers of which shall be made
through book entries as described in Section 5.07.
BUSINESS DAY: Any day other than a Saturday, a Sunday, or a day on which
banking institutions in Chicago, Illinois or New York, New York are authorized
or obligated by law or executive order to be closed.
BUYDOWN AGREEMENT: An agreement between a Person and a Mortgagor pursuant
to which such Person has provided a Buydown Fund.
BUYDOWN FUND: A fund provided by the originator of a Mortgage Loan or
another Person with respect to a Buydown Loan which provides an amount
sufficient to subsidize regularly scheduled principal and interest payments due
on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par
values of future payment subsidies, or (ii) funded in an amount less than the
par values of future payment subsidies, and determined by discounting such par
values in accordance with interest accruing on such amounts, in which event they
will be deposited in an account bearing interest. Buydown Funds may be held in a
separate Buydown Fund Account or may be held in a Custodial Account for P&I or a
Custodial Account for Reserves and monitored by a Servicer.
BUYDOWN FUND ACCOUNT: A separate account or accounts created and maintained
pursuant to Section 3.02 (a) with the corporate trust department of the Trustee
or another financial institution approved by the Master Servicer, (b) within
FDIC insured accounts (or other accounts with comparable insurance coverage
acceptable to the Rating Agency) created, maintained and monitored by a Servicer
or (c) in a separate non-trust account without FDIC or other insurance in an
Eligible Institution. Such account or accounts may be non-interest bearing or
may bear interest. In the event that a Buydown Fund Account is established
pursuant to clause (b) of the preceding sentence, amounts held in such Buydown
Fund Account shall not exceed the level of deposit insurance coverage on such
account; accordingly, more than one Buydown Fund Account may be established.
BUYDOWN LOAN: A Mortgage Loan for which the Mortgage Interest Rate has been
subsidized through a Buydown Fund provided at the time of origination of such
Mortgage Loan.
CERTIFICATE: Any one of the Mortgage Trust Certificates, the Class R-1
Certificates, the First Level Certificate Trust Certificates, the Class R-2
Certificates, the Certificate Trust Certificates or the Class R Certificates,
issued pursuant to this Agreement, executed by the Trustee and authenticated by
or on behalf of the Trustee hereunder in substantially one of the forms set
forth in Exhibits A, B, C and O hereto. The additional matter appearing in
Exhibit P shall be deemed incorporated into Exhibit A and the form of the
Class R Certificates as though set forth at the end of Exhibit A and the
appropriate portion of Exhibit B, as applicable, the additional matter appearing
in Exhibit K shall be deemed incorporated into Exhibit C and the form of the
Class R-2 Certificates as though set forth at the end of Exhibit C and the
appropriate portion of Exhibit B, as applicable, and the additional matter
appearing in Exhibit H shall be deemed incorporated into Exhibit O and the form
of the Class R-1 Certificates as though set forth at the end of Exhibit O and
the appropriate portion of Exhibit B, as applicable.
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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 in respect of the Mortgage Loans in Loan Group
I and the Mortgage Loans in Loan Group II and amounts withdrawn from the
Certificate Account attributable to each of such Loan Groups shall be accounted
for separately. 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, Section 4.01, Section
4.05 and Section 4.07.
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.
CERTIFICATE TRUST AVAILABLE DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the aggregate of all distributions with respect to the First
Level Certificate Trust Certificates.
CERTIFICATE TRUST CERTIFICATE DISTRIBUTION AMOUNT: For any Distribution
Date, the Certificate Trust Available Distribution Amount shall be distributed
to the Certificate Trust Certificates and Class R Certificates in the following
amounts and priority:
(i) (A) to each Class of Certificate Trust Certificates, other than
the Class IIA-1 and Class IIA-2 Certificates, the amounts distributed to
its Corresponding Class on such Distribution Date, (B) to the Class IIA-1
Certificates, the amount distributed to the Class IIA1-L Certificates as
principal on such Distribution Date, (C) to the Class IIA-1 and Class IIA-2
Certificates, concurrently, the amount distributed as interest to the Class
IIA1-L Certificates on such Distribution Date, as follows: (x) to the Class
IIA-1 Certificates, an amount equal to the product of the Class IIA-1
Remittance Rate and the Class IIA-1 Principal Balance on such Distribution
Date before allocating Realized Losses and giving effect to distributions
of interest and principal, in each case for such Distribution Date and
(y) to the Class IIA-2 Certificates, the product of the Class IIA-2
Remittance Rate and the Class IIA-2 Notional Amount, in each case, pursuant
to the definition of "First Level Certificate Trust Certificate
Distribution Amount"; and
(ii) to the Class R Certificates, the sum of (a) the amounts
distributed to its Corresponding Class on such Distribution Date, and (b)
the applicable Residual Distribution Amount, if any.
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In each case where a distribution is required to be made concurrently to
two Classes of Certificate Trust Certificates pursuant to the preceding
sentence, if the portion of the First Level Certificate Trust Certificate
Distribution Amount from which such distribution is required to be made is
insufficient to make such distribution in full to both Classes of Certificate
Trust Certificates, such distribution shall be allocated between the two Classes
of Certificate Trust Certificates pro rata according to the respective amounts
to which they are otherwise entitled from such distribution.
CERTIFICATE TRUST CERTIFICATES: The Class IA-1, Class IA-2, Class IA-3,
Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6,
Class IIA-7, Class IP, Class IIP, Class IX, Class IIX, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates issued pursuant to
this Agreement.
CERTIFICATE TRUST FUND: The Certificate Trust Fund created pursuant to
Section 2.04 of this Agreement. The Certificate Trust Fund consists of the First
Level Certificate Trust Certificates to be held by the Trustee for the benefit
of the Holders from time to time of the Certificate Trust Certificates and the
Class R Certificates hereunder.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Company, the Master Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest evidenced thereby shall
not be taken into account in determining whether the requisite percentage of
Percentage Interests necessary to effect any such consent has been obtained;
provided, that the Trustee may conclusively rely upon an Officer's Certificate
to determine whether any Person is an affiliate of the Company or the Master
Servicer.
CLASS: All Mortgage Trust Certificates or the Class R-1 Certificates having
the same priority and rights to payments on the Mortgage Loans from the Mortgage
Trust Available Distribution Amount, all First Level Certificate Trust
Certificates or the Class R-2 Certificates having the same priority and rights
to payment from distributions on the Mortgage Trust Certificates and all
Certificate Trust Certificates or the Class R Certificates having the same
priority and rights to payment from distributions on the First Level Certificate
Trust Certificates, as applicable, which Certificates, as applicable, shall be
designated as a separate Class, as set forth in the applicable forms of
Certificates attached hereto as Exhibits A, B, C and O. Each Class of Mortgage
Trust Certificates and the Class R-1 Certificates shall be entitled to receive
the amounts allocated to such Class pursuant to the definition of "Mortgage
Trust Certificate Distribution Amount" only to the extent of the Mortgage Trust
Available Distribution Amount for such Distribution Date remaining after
distributions in accordance with prior clauses of the definition of "Mortgage
Trust Certificate Distribution Amount," each Class of First Level Certificate
Trust Certificates and the Class R-2 Certificates shall be entitled to receive
the amounts allocated to such Class pursuant to the definition of "First Level
Certificate Trust Certificate Distribution Amount" only to the extent of the
First Level Certificate Trust Available Distribution Amount for such
Distribution Date remaining after distributions in accordance with prior clauses
of the definition of "First Level Certificate Trust Certificate Distribution
Amount" and each Class of Certificate Trust Certificates and the Class R
Certificates shall be entitled to receive the amounts allocated to such
Class pursuant to the definition of "Certificate Trust Certificate Distribution
Amount" only to the extent of the Certificate Trust
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Available Distribution Amount for such Distribution Date remaining after
distributions in accordance with prior clauses of the definition of "Certificate
Trust Certificate Distribution Amount."
CLASS A CERTIFICATES: With respect to the First Level Certificate Trust
Certificates, the Class IA and Class IIA Certificates, collectively or as
applicable, and with respect to the Certificate Trust Certificates, the Class
IA-1, Class IA-2, Class IA-3, Class IIA-1, Class IIA-2, Class IIA-3, Class
IIA-4, Class IIA-5, Class IIA-6 and Class IIA-7 Certificates, collectively.
CLASS B CERTIFICATES: The Class B1-L, Class B2-L, Class B3-L, Class B4-L,
Class B5-L and Class B6-L Certificates, collectively.
CLASS B LOAN GROUP COMPONENT BALANCE: At any time for any Loan Group, the
then outstanding aggregate Principal Balance of the Mortgage Loans in such Loan
Group minus the then outstanding Class Principal Balance of the Class I and
Residual Certificates for Loan Group I or Class II Certificates for Loan Group
II.
CLASS B-1 CERTIFICATES: The Certificates designated as "Class B-1" on the
face thereof in substantially the form attached hereto as Exhibit A-15. The
Class B-1 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-2 CERTIFICATES: The Certificates designated as "Class B-2" on the
face thereof in substantially the form attached hereto as Exhibit A-16. The
Class B-2 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-3 CERTIFICATES: The Certificates designated as "Class B-3" on the
face thereof in substantially the form attached hereto as Exhibit A-17. The
Class B-3 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-4 CERTIFICATES: The Certificates designated as "Class B-4" on the
face thereof in substantially the form attached hereto as Exhibit A-18. The
Class B-4 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-5 CERTIFICATES: The Certificates designated as "Class B-5" on the
face thereof in substantially the form attached hereto as Exhibit A-19. The
Class B-5 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-6 CERTIFICATES: The Certificates designated as "Class B-6" on the
face thereof in substantially the form attached hereto as Exhibit A-20. The
Class B-6 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B1-L CERTIFICATES: The Certificates designated as "Class B1-L" on the
face thereof in substantially the form attached hereto as Exhibit C-14. The
Class B1-L Certificates shall be entitled to receive distributions related to
the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B2-L CERTIFICATES: The Certificates designated as "Class B2-L" on the
face thereof in substantially the form attached hereto as Exhibit C-15. The
Class B2-L Certificates shall be entitled to receive distributions related to
the Mortgage Loans in Loan Group I and Loan Group II.
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CLASS B3-L CERTIFICATES: The Certificates designated as "Class B3-L" on the
face thereof in substantially the form attached hereto as Exhibit C-16. The
Class B3-L Certificates shall be entitled to receive distributions related to
the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B4-L CERTIFICATES: The Certificates designated as "Class B4-L" on the
face thereof in substantially the form attached hereto as Exhibit C-17. The
Class B4-L Certificates shall be entitled to receive distributions related to
the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B5-L CERTIFICATES: The Certificates designated as "Class B5-L" on the
face thereof in substantially the form attached hereto as Exhibit C-18. The
Class B5-L Certificates shall be entitled to receive distributions related to
the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B6-L CERTIFICATES: The Certificates designated as "Class B6-L" on
the face thereof in substantially the form attached hereto as Exhibit C-19. The
Class B6-L Certificates shall be entitled to receive distributions related to
the Mortgage Loans in Loan Group I and Loan Group II.
CLASS I CERTIFICATES: The Class IA1-L, Class IA2-L, Class IA3-L, Class IX-L
and Class IP-L Certificates, collectively.
CLASS IA CERTIFICATES: Class IA1-L, Class IA2-L and Class IA3-L,
collectively.
CLASS IA LIQUIDATION AMOUNT: The aggregate of, for each Group I Loan which
became a Liquidated Mortgage Loan during the Prior Period, the lesser of: (i)
the Class IA Percentage of the Principal Balance of such Mortgage Loan
(exclusive of the Class IP Fraction thereof with respect to any Class IP
Mortgage Loan), and (ii) the Class IA Prepayment Percentage of Liquidation
Principal with respect to such Mortgage Loan.
CLASS IA PERCENTAGE: With respect to any Distribution Date, the lesser of
(i) 100% and (ii) the sum of the Class Principal Balances of the Class IA, Class
R-2 and Class R-L Certificates divided by the aggregate Principal Balance of the
Mortgage Loans in Loan Group I (reduced by the Class IP-L Principal Balance), in
each case immediately prior to such Distribution Date.
CLASS IA PREPAYMENT PERCENTAGE OR CLASS IIA 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%; and (ii) on any other
Distribution Date in each of the months of the fifth anniversary of the first
Distribution Date and thereafter, 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 Class IA Percentage or Class IIA Percentage, as the case
may be, for such Distribution Date plus 70% of the Subordinate Percentage for
the related Loan Group 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 Class IA Percentage or Class IIA Percentage, as the case
may be, of such Distribution Date plus 60% of the Subordinate Percentage for the
related Loan Group 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 Class IA Percentage or Class IIA Percentage, as the case
may be, for such Distribution Date plus
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40% of the Subordinate Percentage for the related Loan Group 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 Class IA
Percentage or Class IIA Percentage, as the case may be, for such Distribution
Date plus 20% of the Subordinate Percentage for the related Loan Group for such
Distribution Date; and (5) for any such Distribution Date thereafter, the Class
IA Percentage or Class IIA Percentage, as the case may be, for such Distribution
Date; PROVIDED, HOWEVER, that the reductions described in clause (ii) above with
respect to the Class IA Prepayment Percentage shall not occur as of any
Distribution Date unless for both Loan Group I and Loan Group II both (I)(X) the
average outstanding Principal Balance of the Mortgage Loans in each Loan Group
delinquent 60 days or more over the last six months (including Mortgage Loans in
foreclosure and Mortgage Loans the property of which is held by the Mortgage
Trust Fund and acquired by foreclosure or deed in lieu of foreclosure), as a
percentage of the related Class B Loan Group Component Balance, is less than 50%
or (Y) the average outstanding Principal Balance of the Mortgage Loans in each
Loan Group delinquent 60 days or more over the last six months (including
Mortgage Loans in foreclosure and Mortgage Loans the property of which is held
by the Mortgage Trust Fund and acquired by foreclosure or deed in lieu of
foreclosure), as a percentage of the aggregate average outstanding Principal
Balance of all Mortgage Loans in such Loan Group averaged over the last six
months, does not exceed 2% and (II) Realized Losses on the Mortgage Loans in
each Loan Group to date for such Distribution Date, if occurring during the
sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the
first Distribution Date, are less than 30%, 35%, 40%, 45% or 50%, respectively,
of the initial related Class B Loan Group Component Balance; and that the
reductions described in clause (ii) above with respect to the Class IIA
Prepayment Percentage shall not occur as of any Distribution Date unless for
both Loan Group I and Loan Group II both (I)(X) the average outstanding
Principal Balance of the Mortgage Loans in each Loan Group delinquent 60 days or
more over the last six months (including Mortgage Loans in foreclosure and
Mortgage Loans the property of which is held by the Mortgage Trust Fund and
acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the
related Class B Loan Group Component Balance, is less than 50% or (Y) the
average outstanding Principal Balance of the Mortgage Loans in each Loan Group
delinquent 60 days or more over the last six months (including Mortgage Loans in
foreclosure and Mortgage Loans the property of which is held by the Mortgage
Trust Fund and acquired by foreclosure or deed in lieu of foreclosure), as a
percentage of the aggregate average outstanding Principal Balance of all
Mortgage Loans in such Loan Group averaged over the last six months, does not
exceed 2% and (II) Realized Losses on the Mortgage Loans in each Loan Group to
date for such Distribution Date, if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the first Distribution Date,
are less than 30%, 35%, 40%, 45% or 50%, respectively, of the initial related
Class B Loan Group Component Balance. Upon reduction of the Class Principal
Balance of the Class I Certificates (other than the Class IP-L Certificates) and
the aggregate Class Principal Balance of the Residual Certificates, or the Class
Principal Balance of the Class II Certificates (other than the Class IIP-L
Certificates), as applicable, to zero, the Class IA Prepayment Percentage or
Class IIA Prepayment Percentage related thereto will equal 0%. Notwithstanding
the foregoing, if on any Distribution Date, the Class IA Percentage or Class IIA
Percentage exceeds the related Class IA Percentage or the Class IIA Percentage
as of the Cut-Off Date, then both the Class IA Prepayment Percentage and the
Class IIA Prepayment Percentage for such Distribution Date will equal 100%.
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CLASS IA PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (a) the Class IA Percentage of the Principal Payment
Amount for Loan Group I (exclusive of the portion thereof attributable to
principal distributions to the Class IP-L Certificates pursuant to clause
(I)(a)(i) of the definition of "First Level Certificate Trust Certificate
Distribution Amount"), (b) the Class IA Prepayment Percentage of the Principal
Prepayment Amount for Loan Group I (exclusive of the portion thereof
attributable to principal distributions to the Class IP-L Certificates pursuant
to clause (I)(a)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount") and (c) the Class IA Liquidation Amount.
CLASS IA-1 CERTIFICATES: The Certificates designated as "Class IA-1" on the
face thereof in substantially the form attached hereto as Exhibit A-1. Except as
otherwise described herein, the Class IA-1 Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IA-2 CERTIFICATES: The Certificates designated as "Class IA-2" on the
face thereof in substantially the form attached hereto as Exhibit A-2. Except as
otherwise described herein, the Class IA-2 Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IA-3 CERTIFICATES: The Certificates designated as "Class IA-3" on the
face thereof in substantially the form attached hereto as Exhibit A-3. Except as
otherwise described herein, the Class IA-3 Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IA-3 LIQUIDATION AMOUNT: The aggregate of, for each Group I Loan
which became a Liquidated Mortgage Loan during the Prior Period, the lesser of
(i) the Class IA-3 Percentage of the principal balance of such Mortgage Loan
(exclusive of the Class IP Fraction thereof, if applicable) and (ii) the Class
IA-3 Percentage on any Distribution Date occurring prior to the fifth
anniversary of the first Distribution Date, and the Class IA-3 Prepayment
Percentage on any Distribution Date thereafter, in each case, of the Liquidation
Principal with respect to such Mortgage Loan.
CLASS IA-3 PERCENTAGE: For any Distribution Date, the lesser of (i) 100%
and (ii) the Class IA3-L Principal Balance divided by the aggregate Principal
Balance of the Mortgage Loans in Loan Group I (less the Class IP-L Principal
Balance), in each case immediately prior to such Distribution Date.
CLASS IA-3 PREPAYMENT PERCENTAGE: For any Distribution Date, the product of
(a) the Class IA-3 Percentage and (b) the Step Down Percentage.
CLASS IA-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Class IA-3 Percentage of the Principal
Payment Amount for Loan Group I (exclusive of the portion thereof attributable
to principal distributions to the Class IP-L Certificates pursuant to clause
(I)(a)(i) of the definition of "First Level Certificate Trust Certificate
Distribution Amount"), (ii) the Class IA-3 Prepayment Percentage of the
Principal Prepayment Amount for Loan Group I (exclusive of the portion thereof
attributable to principal distributions to the Class IP-L Certificates pursuant
to clause (I)(a)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount"), and (iii) the Class IA-3 Liquidation Amount.
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CLASS IA1-L CERTIFICATES: The Certificates designated as "Class IA1-L" on
the face thereof in substantially the form attached hereto as Exhibit C-1.
Except as otherwise described herein, the Class IA1-L Certificates, all of which
are related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IA2-L CERTIFICATES: The Certificates designated as "Class IA2-L" on
the face thereof in substantially the form attached hereto as Exhibit C-2.
Except as otherwise described herein, the Class IA2-L Certificates, all of which
are related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IA3-L CERTIFICATES: The Certificates designated as "Class IA3-L" on
the face thereof in substantially the form attached hereto as Exhibit C-3.
Except as otherwise described herein, the Class IA3-L Certificates, all of which
are related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS II CERTIFICATES: The Class IIA1-L, Class IIA3-L, Class IIA4-L, Class
IIA5-L, Class IIA6-L, Class IIA7-L, Class IIX-L and Class IIP-L Certificates,
collectively.
CLASS IIA CERTIFICATES: Class IIA1-L, Class IIA3-L, Class IIA4-L, Class
IIA5-L, Class IIA6-L and Class IIA7-L, collectively.
CLASS IIA LIQUIDATION AMOUNT: The aggregate of, for each Group II Loan
which became a Liquidated Mortgage Loan during the Prior Period, the lesser of:
(i) the Class IIA Percentage of the Principal Balance of such Mortgage Loan
(exclusive of the Class IIP Fraction thereof with respect to any Class IIP
Mortgage Loan), and (ii) the Class IIA Prepayment Percentage of Liquidation
Principal with respect to such Mortgage Loan.
CLASS IIA PERCENTAGE: With respect to any Distribution Date, the lesser of
(i) 100% and (ii) the sum of the Class Principal Balances of the Class IIA
Certificates divided by the aggregate Principal Balance of the Mortgage Loans in
Loan Group II (reduced by the Class IIP-L Principal Balance), in each case
immediately prior to such Distribution Date.
CLASS IIA PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (a) the Class IIA Percentage of the Principal Payment
Amount for Loan Group II (exclusive of the portion thereof attributable to
principal distributions to the Class IIP-L Certificates pursuant to clause
(I)(b)(i) of the definition of "First Level Certificate Trust Certificate
Distribution Amount"), (b) the Class IIA Prepayment Percentage of the Principal
Prepayment Amount for Loan Group II (exclusive of the portion thereof
attributable to principal distributions to the Class IIP-L Certificates pursuant
to clause (I)(b)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount") and (c) the Class IIA Liquidation Amount.
CLASS IIA-1 CERTIFICATES: The Certificates designated as "Class IIA-1" on
the face thereof in substantially the form attached hereto as Exhibit A-6.
Except as otherwise described herein, the Class IIA-1 Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
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CLASS IIA-2 CERTIFICATES: The Certificates designated as "Class IIA-2" on
the face thereof in substantially the form attached hereto as Exhibit A-7.
Except as otherwise described herein, the Class IIA-2 Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIA-2 NOTIONAL AMOUNT: With respect to any Distribution Date, the
Class IIA1-L Principal Balance for such Distribution Date prior to giving effect
to any distributions thereon or allocation of Realized Losses thereto on such
Distribution Date.
CLASS IIA-3 CERTIFICATES: The Certificates designated as "Class IIA-3" on
the face thereof in substantially the form attached hereto as Exhibit A-8.
Except as otherwise described herein, the Class IIA-3 Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIA-4 CERTIFICATES: The Certificates designated as "Class IIA-4" on
the face thereof in substantially the form attached hereto as Exhibit A-9.
Except as otherwise described herein, the Class IIA-4 Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIA-5 ADJUSTED PERCENTAGE: For any Distribution Date, the product of
the Class IIA-5 Percentage and the Lockout Percentage.
CLASS IIA-5 CERTIFICATES: The Certificates designated as "Class IIA-5" on
the face thereof in substantially the form attached hereto as Exhibit A-10.
Except as otherwise described herein, the Class IIA-5 Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIA-5 LIQUIDATION AMOUNT: The aggregate of, for each Group II Loan
which became a Liquidated Mortgage Loan during the Prior Period, the lesser of
(i) the Class IIA-5 Percentage of the principal balance of such Mortgage Loan
(exclusive of the Class IIP Fraction thereof, if applicable) and (ii) the Class
IIA-5 Percentage on any Distribution Date occurring prior to the fifth
anniversary of the first Distribution Date, and the Class IIA-5 Prepayment
Percentage on any Distribution Date thereafter, in each case, of the Liquidation
Principal with respect to such Mortgage Loan.
CLASS IIA-5 PERCENTAGE: For any Distribution Date, the lesser of (i) 100%
and (ii) the Class IIA5-L Principal Balance divided by the aggregate Principal
Balance of the Mortgage Loans in Loan Group II (less the Class IIP-L Principal
Balance), in each case immediately prior to such Distribution Date.
CLASS IIA-5 PREPAYMENT PERCENTAGE: For any Distribution Date, the product
of (a) the Class IIA-5 Percentage and (b) the Step Down Percentage.
CLASS IIA-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Class IIA-5 Adjusted Percentage of the
Principal Payment Amount for Loan Group II (exclusive of the portion thereof
attributable to principal distributions to the Class IIP-L Certificates pursuant
to clause (I)(b)(i) of the definition of "First Level Certificate Trust
Certificate
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<PAGE>
Distribution Amount,"), (ii) the Class IIA-5 Prepayment Percentage of the
Principal Prepayment Amount for Loan Group II (exclusive of the portion thereof
attributable to principal distributions to the Class IIP-L Certificates pursuant
to clause (I)(b)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount"), and (iii) the Class IIA-5 Liquidation Amount.
CLASS IIA-6 CERTIFICATES: The Certificates designated as "Class IIA-6" on
the face thereof in substantially the form attached hereto as Exhibit A-11.
Except as otherwise described herein, the Class IIA-6 Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIA-7 CERTIFICATES: The Certificates designated as "Class IIA-7" on
the face thereof in substantially the form attached hereto as Exhibit A-12.
Except as otherwise described herein, the Class IIA-7 Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIA1-L CERTIFICATES: The Certificates designated as "Class IIA1-L" on
the face thereof in substantially the form attached hereto as Exhibit C-6.
Except as otherwise described herein, the Class IIA1-L Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IIA3-L CERTIFICATES: The Certificates designated as "Class IIA3-L" on
the face thereof in substantially the form attached hereto as Exhibit C-7.
Except as otherwise described herein, the Class IIA3-L Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IIA4-L CERTIFICATES: The Certificates designated as "Class IIA4-L" on
the face thereof in substantially the form attached hereto as Exhibit C-8.
Except as otherwise described herein, the Class IIA4-L Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IIA5-L CERTIFICATES: The Certificates designated as "Class IIA5-L" on
the face thereof in substantially the form attached hereto as Exhibit C-9.
Except as otherwise described herein, the Class IIA5-L Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IIA6-L CERTIFICATES: The Certificates designated as "Class IIA6-L"
on the face thereof in substantially the form attached hereto as Exhibit C-10.
Except as otherwise described herein, the Class IIA6-L Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IIA7-L CERTIFICATES: The Certificates designated as "Class IIA7-L"
on the face thereof in substantially the form attached hereto as Exhibit C-11.
Except as otherwise described herein, the Class IIA7-L Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IIP CERTIFICATES: The Certificates designated as "Class IIP" on the
face thereof in substantially the form attached hereto as Exhibit A-13. Except
as otherwise described herein, the
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<PAGE>
Class IIP Certificates, all of which are related to the Mortgage Loans in Loan
Group II, shall be entitled to receive distributions related solely to such
Mortgage Loans.
CLASS IIP FRACTION: For each Class IIP Mortgage Loan, a fraction, the
numerator of which is 8.000% less the Pass-Through Rate on such Class IIP
Mortgage Loan and the denominator of which is 8.000%.
CLASS IIP MORTGAGE LOAN: Any Mortgage Loan with a Pass-Through Rate of less
than 8.000% per annum.
CLASS IIP-L CERTIFICATES: The Certificates designated as "Class IIP-L" on
the face thereof in substantially the form attached hereto as Exhibit C-12.
Except as otherwise described herein, the Class IIP-L Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIP-M CERTIFICATES: The Certificates designated as "Class IIP-M" on
the face thereof in substantially the form attached hereto as Exhibit O-7.
Except as otherwise described herein, the Class IIP-M Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIX CERTIFICATES: The Certificates designated as "Class IIX" on the
face thereof in substantially the form attached hereto as Exhibit A-14. Except
as otherwise described herein, the Class IIX Certificates, all of which are
related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIX NOTIONAL AMOUNT: For any Distribution Date, the product of (x)
the aggregate 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 30 Year-Premium Rate Mortgage Loans and (y) a fraction, the
numerator of which is the weighted average of the Stripped Interest Rates for
the 30 Year-Premium Rate Mortgage Loans as of such Due Date and the denominator
of which is 8.000%.
CLASS IIX-L CERTIFICATES: The Certificates designated as "Class IIX-L" on
the face thereof in substantially the form attached hereto as Exhibit C-13.
Except as otherwise described herein, the Class IIX-L Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IIX-M CERTIFICATES: The Certificates designated as "Class IIX-M" on
the face thereof in substantially the form attached hereto as Exhibit O-8.
Except as otherwise described herein, the Class IIX-M Certificates, all of which
are related to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IP CERTIFICATES: The Certificates designated as "Class IP" on the
face thereof in substantially the form attached hereto as Exhibit A-4. Except as
otherwise described herein, the Class IP Certificates, all of which are related
to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
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<PAGE>
CLASS IP FRACTION: For each Class IP Mortgage Loan, a fraction, the
numerator of which is 7.000% less the Pass-Through Rate on such Class IP
Mortgage Loan and the denominator of which is 7.000%.
CLASS IP MORTGAGE LOAN: Any Mortgage Loan with a Pass-Through Rate of less
than 7.000% per annum.
CLASS IP-L CERTIFICATES: The Certificates designated as "Class IP-L" on the
face thereof in substantially the form attached hereto as Exhibit C-4. Except as
otherwise described herein, the Class IP-L Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IP-M CERTIFICATES: The Certificates designated as "Class IP-M" on the
face thereof in substantially the form attached hereto as Exhibit O-5. Except as
otherwise described herein, the Class IP-M Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IX CERTIFICATES: The Certificates designated as "Class IX" on the
face thereof in substantially the form attached hereto as Exhibit A-5. Except as
otherwise described herein, the Class IX Certificates, all of which are related
to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IX NOTIONAL AMOUNT: For any Distribution Date, the product of (x)
the aggregate 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 15 Year-Premium Rate Mortgage Loans and (y) a fraction, the
numerator of which is the weighted average of the Stripped Interest Rates for
the 15 Year-Premium Rate Mortgage Loans as of such Due Date and the denominator
of which is 7.000%.
CLASS IX-L CERTIFICATES: The Certificates designated as "Class IX-L" on the
face thereof in substantially the form attached hereto as Exhibit C-5. Except as
otherwise described herein, the Class IX-L Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IX-M CERTIFICATES: The Certificates designated as "Class IX-M" on the
face thereof in substantially the form attached hereto as Exhibit O-6. Except as
otherwise described herein, the Class IX-M Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS NOTIONAL AMOUNT: With respect to the Class IX, Class IX-L and Class
IX-M Certificates, the Class IX Notional Amount, with respect to the Class IIX,
Class IIX-L and Class IIX-M Certificates, the Class IIX Notional Amount, and
with respect to the Class IIA-2 Certificates, the Class IIA-2 Notional Amount,
as applicable.
CLASS P CERTIFICATES: The Class IP-L or Class IIP-L Certificates, as
applicable.
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<PAGE>
CLASS P FRACTION: The Class IP Fraction with respect to the Class IP
Mortgage Loans or the Class IIP Fraction with respect to the Class IIP Mortgage
Loans, as applicable.
CLASS P MORTGAGE LOANS: The Class IP Mortgage Loans or the Class IIP
Mortgage Loans, as applicable.
CLASS P-L CERTIFICATES: The Certificates designated as "Class P-L" on the
face thereof in substantially the form attached hereto as Exhibit C-10.
CLASS P-M CERTIFICATES: The Class IP-M or Class IIP-M Certificates, as
applicable.
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, First Certificate Trust Certificates or Mortgage Trust
Certificates, as applicable, as reduced from time to time by (x) distributions
of principal to Certificateholders of such Class and (y) the portion of Realized
Losses allocated to the Class Principal Balance of such Class pursuant to the
definition of "Realized Loss" with respect to a given Distribution Date. For any
Distribution Date, the reduction of the Class Principal Balance of any Class of
Certificates pursuant to the definition of "Realized Loss" shall be deemed
effective prior to the determination and distribution of principal on such Class
pursuant to the definition of "Mortgage Trust Certificate Distribution Amount,"
"First Level Certificate Trust Certificate Distribution Amount" or "Certificate
Trust Certificate Distribution Amount," as applicable. Notwithstanding the
foregoing, any amounts distributed in respect of losses pursuant to paragraphs
(I)(a)(v) or (I)(a)(vi), or (I)(b)(v) or (I)(b)(vi), or (I)(c)(xix), of the
definition of "First Level Certificate Trust Certificate Distribution Amount"
shall not cause a further reduction in the Class Principal Balance of the Class
IP or Class IP-L, or Class IIP or Class IIP-L or the applicable Subordinate
Certificates, as applicable. The Class Principal Balance for the Class IA-1
Certificates shall be referred to as the "Class IA-1 Principal Balance," the
Class Principal Balance for the Class IA-2 Certificates shall be referred to as
the "Class IA-2 Principal Balance" and so on. The Class IIA-2, Class IX, Class
IIX, Class IX-L, Class IIX-L, Class IX-M and Class IIX-M Principal Balances
shall be zero.
CLASS R CERTIFICATES: The Certificates designated as "Class R" on the face
thereof in substantially the form attached hereto as Exhibit B-3, which have
been designated as the single class of "residual interest" in the Certificate
Trust Fund pursuant to Section 2.09. Except as otherwise described herein, the
Class R Certificates, all of which are related to the Mortgage Loans in Loan
Group I, shall be entitled to receive distributions related solely to such
Mortgage Loans.
CLASS R-L CERTIFICATES: The Certificates designated as "Class R-L" on the
face thereof in substantially the form attached hereto as Exhibit C-20. Except
as otherwise described herein, the Class R-L Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS R-1 CERTIFICATES: The Certificates designated as "Class R-1" on the
face thereof in substantially the form attached hereto as Exhibit B-1, which
have been designated as the single class of "residual interest" in the Mortgage
Trust Fund pursuant to Section 2.01. Except as otherwise
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<PAGE>
described herein, the Class R-1 Certificates, all of which are related to the
Mortgage Loans in Loan Group I, shall be entitled to receive distributions
related solely to such Mortgage Loans.
CLASS R-2 CERTIFICATES: The Certificates designated as "Class R-2" on the
face thereof in substantially the form attached hereto as Exhibit B-2, which
have been designated as the single class of "residual interest" in the First
Level Certificate Trust Fund pursuant to Section 2.05. Except as otherwise
described herein, the Class R-2 Certificates, all of which are related to the
Mortgage Loans in Loan Group I, shall be entitled to receive distributions
related solely to such Mortgage Loans.
CLASS X CERTIFICATES: The Class IX-L or Class IIX-L Certificates, as
applicable.
CLASS X NOTIONAL AMOUNT: With respect to the Class IX, Class IX-L, and
Class IX-M Certificates, the Class IX Notional Amount; and with respect to the
Class IIX, Class IIX-L, and Class IIX-M Certificates, the Class IIX Notional
Amount.
CLASS X-M CERTIFICATES: The Class IX-M or Class IIX-M Certificates, as
applicable.
CLASS Y CERTIFICATES: The Class Y-1 or Class Y-2 Certificates, as
applicable.
CLASS Y PRINCIPAL REDUCTION AMOUNTS: For any Distribution Date, the
amounts by which the Class Principal Balances of the Class Y-1 and Class Y-2
Certificates, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as
follows:
For purposes of the succeeding formulas the following symbols shall have the
meanings set forth below:
Y
1 = the Class Principal Balance of the Class Y-1 Certificates after
distributions on the prior Distribution Date.
Y
2 = the Class Principal Balance of the Class Y-2 Certificates after
distributions on the prior Distribution Date.
DELTAY
1 = the Class Y-1 Principal Reduction Amount.
DELTAY
2 = the Class Y-2 Principal Reduction Amount.
P
1 = the aggregate of the Class Principal Balances of the Class Y-1
and Class Z-1 Certificates after distributions on the prior
Distribution Date.
P
2 = the aggregate of the Class Principal Balances of the Class Y-2
and Class Z-2 Certificates after distributions on the prior
Distribution Date.
DELTAP
1 = the aggregate of the Class Y-1 and Class Z-1 Principal
Reduction Amounts.
DELTAP
2 = the aggregate of the Class Y-2 and Class Z-2 Principal
Reduction Amounts.
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<PAGE>
ALPHA = .005
GAMMA = a fraction whose numerator is the Group I Subordinate Amount
after giving effect to allocations of Realized Losses and
distributions to be made on the Distribution Date and whose
denominator is the Group II Subordinate Amount after giving
effect to allocations of Realized Losses and distributions to be
made on the Distribution Date. GAMMA is a non-negative number
unless its denominator is zero, in which event it is undefined.
If GAMMA is zero, DELTAY = Y and DELTAY = ALPHADELTAP .
1 1 2 2
If GAMMA is undefined, DELTAY = Y and DELTAY = ALPHADELTAP .
2 2 1 1
In the remaining situations, DELTAY and DELTAY shall be defined as follows:
1 2
(A) If Y - ALPHA(P - DELTAP ) IS GREATER THAN OR EQUAL TO 0, Y -
1 1 1 2
ALPHA(P - DELTAP ) IS GREATER THAN OR EQUAL TO 0, and
2 2
GAMMA(P - DELTAP ) < (P - DELTAP ), DELTAY = Y -
2 2 1 1 1 1
ALPHAGAMMA(P - DELTAP ) and DELTAY = Y - ALPHA(P - DELTAP ).
2 2 2 2 2 2
(B) If Y - ALPHA(P - DELTAP ) IS GREATER THAN OR EQUAL TO 0,
1 1 1
Y - ALPHA(P - DELTAP ) IS GREATER THAN OR EQUAL TO 0, and
2 2 2
GAMMA(P - DELTAP ) IS GREATER THAN OR EQUAL TO (P - DELTAP ),
2 2 1 1
DELTAY = Y - ALPHA(P - DELTAP ) and
1 1 1 1
DELTAY = Y - (ALPHA/GAMMA)(P - DELTAP ).
2 2 1 1
(C) If Y - ALPHA(P - DELTAP ) < 0, Y - ALPHA(P - DELTAP ) IS GREATER
1 1 1 2 2 2
THAN OR EQUAL TO 0, and Y - ALPHA(P - DELTAP ) IS GREATER THAN OR
2 2 2
EQUAL TO Y - (Y /GAMMA), DELTAY = Y - ALPHAGAMMA(P - DELTAP ) and
2 1 1 1 2 2
DELTAY = Y - ALPHA(P - DELTAP ).
2 2 2 2
(D) If Y - ALPHA(P - DELTAP ) < 0, Y - (Y /GAMMA) IS GREATER THAN OR
1 1 1 2 1
EQUAL TO 0, and Y - ALPHA(P - DELTAP ) IS LESS THAN OR EQUAL
2 2 2
TO Y - (Y /GAMMA), DELTAY = 0 and DELTAY = Y - (Y /GAMMA).
2 1 1 2 2 1
(E) If Y - ALPHA(P - DELTAP ) < 0, Y - (Y /GAMMA) < 0, and
2 2 2 2 1
Y - ALPHA(P - DELTAP ) IS LESS THAN OR EQUAL TO Y - (GAMMAY ),
1 1 1 1 2
DELTAY = Y - (GAMMAY ) and DELTAY = 0.
1 1 2 2
(F) If Y - ALPHA(P - DELTAP ) < 0, Y - ALPHA(P - DELTAP ) IS GREATER
2 2 2 1 1 1
THAN OR EQUAL TO 0, and Y - ALPHA(P - DELTAP ) IS GREATER THAN OR
1 1 1
EQUAL TO Y - (GAMMAY ), DELTAY = Y - ALPHA(P - DELTAP ) and
1 2 1 1 1 1
DELTAY = Y - (ALPHA/GAMMA)(P - DELTAP ).
2 2 1 1
The purpose of the foregoing definitional provisions together with the related
provisions allocating Realized Losses and defining the Class Y-1, Class Y-2,
Class Z-1 and Class Z-2 Principal Distribution Amounts is to accomplish the
following goals in the following order of priority:
1. Making the ratio of the Class Y-1 Principal Balance to the Class Y-2
Principal Balance equal to the ratio of the Group I Subordinate Amount
to the Group II Subordinate Amount, in each case after giving effect
to the allocations of Realized Losses and the distributions to be made
through the end of the Distribution Date to which such provisions
relate, and assuring that each of the Class Y-1, Class Y-2, Class Z-1
and Class Z-2 Principal Reduction Amounts is greater than or equal to
zero for such Distribution Date;
2. Making the Class Y-1 Principal Balance less than or equal to 0.005 of
the sum of the Class Y-1 and Class Z-1 Principal Balances, and making
the Class Y-2 Principal Balance less than or equal to 0.005 of the sum
of the Class Y-2 and Class Z-2
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Principal Balances, in each case after giving effect to the
allocations of Realized Losses and the distributions to be made
through the end of the Distribution Date to which such provisions
relate; and
3. Making the larger of (a) the fraction whose numerator is the Class Y-1
Principal Balance and whose denominator is the sum of the Class Y-1
and Class Z-1 Principal Balances and (b) the fraction whose numerator
is the Class Y-2 Principal Balance and whose denominator is the sum of
the Class Y-2 and Class Z-2 Principal Balances as large as possible
while remaining less than or equal to 0.005.
In the event of a failure of the definition of Class Y-1 and Class Y-2 Principal
Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof
should be adjusted so as to accomplish such goals within the requirement that
each of the Class Y-1 Principal Reduction Amount and the Class Y-2 Principal
Reduction Amount must be less than or equal to the sum of (a) the principal
portion of Realized Losses to be allocated on the related Distribution Date for
the related Loan Group remaining after the allocation of such Realized Losses to
the related Class P-M Certificates and (b) the remainder of the Mortgage Trust
Available Distribution Amount for the related Loan Group after reduction thereof
by the distributions to be made on such Distribution Date (i) to the related
Class P-M Certificates, (ii) to the related Class X-M Certificates, (iii) in
respect of interest on the related Class Y and Class Z Certificates and (iv) to
the Class R-1 Certificates, or, if both of such goals cannot be accomplished
within such requirement, such adjustment as is necessary shall be made to
accomplish goal 1 within such requirement. In the event of any conflict among
the provisions of the definition of the Class Y Principal Reduction Amounts,
such conflict shall be resolved on the basis of the goals and their priorities
set forth above within the requirement set forth in the preceding sentence.
CLASS Y-1 CERTIFICATES: The Certificates designated as "Class Y-1" on the
face thereof in substantially the form attached hereto as Exhibit O-1. Except as
otherwise described herein, the Class Y-1 Certificates, all of which are related
to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS Y-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Y-1 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to the
Class Y-1 Certificates on such Distribution Date.
CLASS Y-2 CERTIFICATES: The Certificates designated as "Class Y-2" on the
face thereof in substantially the form attached hereto as Exhibit O-2. Except as
otherwise described herein, the Class Y-2 Certificates, all of which are related
to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS Y-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Y-2 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to the
Class Y-2 Certificates on such Distribution Date.
CLASS Z CERTIFICATES: The Class Z-1 or Class Z-2 Certificates, as
applicable.
CLASS Z PRINCIPAL REDUCTION AMOUNTS: For any Distribution Date, the amounts
by which the Class Principal Balances of the Class Z-1 and Class Z-2
Certificates, respectively, will be reduced
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<PAGE>
on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, which shall be in each case the excess of (A) the sum
of (x) the excess of the Mortgage Trust Available Distribution Amount for the
related Loan Group over the sum of the amounts thereof distributable (i) to the
related Class P-M Certificates, (ii) to the related Class X-M Certificates,
(iii) in respect of interest on the related Class Y and Class Z Certificates and
(iv) to the Class R-1 Certificates and (y) the excess of the Realized Losses
allocable to principal for the related Loan Group over the portion of such
Realized Losses allocable to the related Class P-M Certificates over (B) the
Class Y Principal Reduction Amount for the related Loan Group.
CLASS Z-1 CERTIFICATES: The Certificates designated as "Class Z-1" on the
face thereof in substantially the form attached hereto as Exhibit O-3. Except as
otherwise described herein, the Class Z-1 Certificates, all of which are related
to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS Z-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Z-1 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to the
Class Z-1 Certificates on such Distribution Date.
CLASS Z-2 CERTIFICATES: The Certificates designated as "Class Z-2" on the
face thereof in substantially the form attached hereto as Exhibit O-4. Except as
otherwise described herein, the Class Z-2 Certificates, all of which are related
to the Mortgage Loans in Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS Z-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Z-2 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to the
Class Z-2 Certificates on such Distribution Date.
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: December 27, 1996, which is the date of settlement of the
sale of the Certificates to the original purchasers thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMPANY: PNC Mortgage Securities Corp., a Delaware corporation, or its
successor-in-interest.
COMPENSATING INTEREST: For any Distribution Date with respect to a Loan
Group, the lesser of (i) the sum of (a) the aggregate Master Servicing Fee with
respect to the Mortgage Loans comprising such Loan Group, (b) Payoff Earnings
with respect to the Mortgage Loans comprising such Loan Group and (c) aggregate
Payoff Interest with respect to the Mortgage Loans comprising such Loan Group
and (ii) aggregate Uncollected Interest with respect to the Mortgage Loans
comprising such Loan Group.
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
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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 Mortgage Trust Fund.
COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
CORPORATE TRUST OFFICE: The corporate trust office of the Trustee in the
State of Minnesota, at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at 180 East 5th Street, SPFT0210,
St. Paul, MN 55101, Attention: Structured Finance.
CORRESPONDING CLASS: With respect to each of the Class IA-1, Class IA-2,
Class IA-3, Class IIA-1, Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6,
Class IIA-7, Class IP, Class IIP, Class IX, Class IIX, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5, Class B-6 and Class R Certificates: the
Class IA1-L, Class IA2-L, Class IA3-L, Class IIA1-L, Class IIA3-L, Class IIA4-L,
Class IIA5-L, Class IIA6-L, Class IIA7-L Class IP-L, Class IIP-L, Class IX-L,
Class IIX-L, Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L,
Class B6-L and Class R-L Certificates, respectively. With respect to each of the
Class IA1-L, Class IA2-L, Class IA3-L, Class IIA1-L, Class IIA3-L, Class IIA4-L,
Class IIA5-L, Class IIA6-L, Class IIA7-L Class IP-L, Class IIP-L, Class IX-L,
Class IIX-L, Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L,
Class B6-L and Class R-L Certificates: the Class IA-1, Class IA-2, Class IA-3,
Class IIA-1, Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6, Class IIA-7,
Class IP, Class IIP, Class IX, Class IIX, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5, Class B-6 and Class R Certificates, respectively.
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CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
aggregate Class Principal Balance of the Class B Certificates has been or will
be reduced to zero as a result of principal distributions thereon and the
allocation of Realized Losses on such Distribution Date.
CURTAILMENT: Any payment of principal on a Mortgage Loan, made by or on
behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly
Payment or a Payoff, which is applied to reduce the outstanding Principal
Balance of the Mortgage Loan.
CURTAILMENT SHORTFALL: With respect to any Curtailment applied with a
Monthly Payment other than a Prepaid Monthly Payment, an amount equal to one
month's interest on such Curtailment at the applicable Pass-Through Rate on such
Mortgage Loan.
CUSTODIAL ACCOUNT FOR P&I: The Custodial Account for Principal and Interest
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Trustee or another financial institution approved by the Master Servicer
such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the applicable Servicer and of any creditors or depositors of the
institution in which such account is maintained, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to the
Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. Any amount that is at any time not so protected or insured shall
promptly be withdrawn from such Custodial Account for P&I and be remitted to the
Investment Account.
CUSTODIAL ACCOUNT FOR RESERVES: The Custodial Account for Reserves
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Trustee or another financial institution approved by the Master Servicer
such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the applicable Servicer and of any creditors or depositors of the
institution in which such account is maintained, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to the
Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution.
CUSTODIAL AGREEMENT: The agreement, if any, among the Master Servicer, the
Trustee and a Custodian providing for the safekeeping of the Mortgage Files on
behalf of the Certificateholders.
CUSTODIAN: A custodian which is not an affiliate of the Master Servicer or
the Company and which is appointed pursuant to a Custodial Agreement. Any
Custodian so appointed shall act as agent on behalf of the Trustee, and shall be
compensated by the Trustee at no additional charge to the Master Servicer. The
Trustee shall remain at all times responsible under the terms of this Agreement,
notwithstanding the fact that certain duties have been assigned to a Custodian.
CUT-OFF DATE: December 1, 1996.
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DCR: Duff & Phelps Credit Rating Co., provided that at any time it be a
Rating Agency.
DEFINITIVE CERTIFICATES: As defined in Section 5.07.
DEPOSITARY AGREEMENT: The Letter of Representations, dated December 27,
1996 by and among DTC, the Company and the Trustee.
DESTROYED MORTGAGE NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
DETERMINATION DATE: A day not later than the 10th day preceding a related
Distribution Date.
DISQUALIFIED ORGANIZATION: As defined in Section 5.01(b).
DISTRIBUTION DATE: With respect to distributions on the Certificate Trust
Certificates, the First Level Certificate Trust Certificates, the Mortgage Trust
Certificates or the Residual Certificates, the 25th day (or, if such 25th day is
not a Business Day, the Business Day immediately succeeding such 25th day) of
each month, with the first such date being January 27, 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;
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(ii) Repurchase agreements on obligations described in clause (i)
of this definition of "Eligible Investments," provided that the
unsecured obligations of the party agreeing to repurchase such
obligations have at the time the highest short term debt rating of the
Rating Agency and provided that such repurchaser's unsecured long term
debt has one of the two highest unsecured long term debt ratings of
the Rating Agency;
(iii) Federal funds, certificates of deposit, time deposits and
bankers' acceptances of any U.S. bank or trust company incorporated
under the laws of the United States or any state, provided that the
debt obligations of such bank or trust company at the date of
acquisition thereof have the highest short term debt rating of the
Rating Agency and unsecured long term debt has one of the two highest
unsecured long term debt ratings of the Rating Agency;
(iv) Obligations of, or obligations guaranteed by, any state of
the United States or the District of Columbia, provided that such
obligations at the date of acquisition thereof shall have the highest
long-term debt ratings available for such securities from the Rating
Agency;
(v) Commercial paper of any corporation incorporated under the
laws of the United States or any state thereof, which on the date of
acquisition has the highest commercial paper rating of the Rating
Agency, 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 a Aaa
rating from Moody's and the highest rating available for such securities
from DCR or which have been designated in writing by each such Rating
Agency as Eligible Investments; and
(viii) Such other instruments as shall not affect the Ratings;
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.
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In no event shall an instrument be an Eligible Investment if such
instrument (a) evidences a right to receive only interest payments with respect
to the obligations underlying such instrument or (b) has been purchased at a
price greater than the outstanding principal balance of such instrument.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
EVENT OF DEFAULT: Any event of default as specified in Section 7.01.
EXCESS LIQUIDATION PROCEEDS: With respect to any Distribution Date, the
excess, if any, of aggregate Liquidation Proceeds in the preceding month over
the amount that would have been received if a Payoff had been made on the last
day of such month with respect to each Mortgage Loan which became a Liquidated
Mortgage Loan during such month.
FDIC: Federal Deposit Insurance Corporation, or any successor thereto.
FHA: Federal Housing Administration, or any successor thereto.
FHLB: Federal Home Loan Bank of San Francisco, or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, or any successor thereto.
FIRST LEVEL CERTIFICATE TRUST AVAILABLE DISTRIBUTION AMOUNT: With respect
to any Distribution Date, for Loan Group I, the aggregate of all distributions
with respect to the Class IX-M, Class IP-M, Class Y-1 and Class Z-1
Certificates, and, for Loan Group II, the aggregate of all distributions with
respect to the Class IIX-M, Class IIP-M, Class Y-2 and Class Z-2 Certificates.
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE DISTRIBUTION AMOUNT: (I) For any
Distribution Date prior to the Credit Support Depletion Date, the First Level
Certificate Trust Available Distribution Amount shall be distributed to the
First Level Certificate Trust Certificates and the Class R-2 Certificates in the
following amounts and priority:
(a) With respect to the Class I, Class R-L and Class R-2 Certificates, to
the extent of the First Level Certificate Trust Available Distribution Amount
for Loan Group I:
(i) First, to the Class IP-L Certificates, the aggregate
for all Class IP Mortgage Loans of the product for each Class
IP Mortgage Loan of the applicable Class IP Fraction and the
sum of (x) scheduled payments of principal on such Class IP
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 IP
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 and (4) Liquidation Proceeds and (z) the principal
portion received in respect of such Class IP Mortgage Loan
during the Payoff Period of Payoffs;
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(ii) Second, to the Class I, Class R-L and Class R-2
Certificates, concurrently, the sum of the Interest
Distribution Amounts for such Classes of Certificates
remaining unpaid from previous Distribution Dates (including
any interest accrued thereon in accordance with clause (Y)(ii)
of the last sentence of paragraph (I) of this definition), pro
rata according to their respective shares of such unpaid
amounts;
(iii) Third, to the Class I, Class R-L and Class R-2
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 Class IA, Class R-L and Class R-2
Certificates, the Class IA Principal Distribution Amount as
follows:
(1) first, to the Class IA3-L Certificates, an
amount up to the amount of the Class IA-3 Principal
Distribution Amount for such Distribution Date,
until the Class Principal Balance of the Class IA3-L
Certificates has been reduced to zero;
(2) second, to the Class R-L Certificates and the
Class R-2 Certificates until the Class R-L Principal
Balance and Class R-2 Principal Balance have each
been reduced to zero;
(3) third, to the Class IA1-L Certificates, until the
Class Principal Balance of the Class IA1-L Certificates
has been reduced to zero; and
(4) fourth, to the Class IA2-L Certificates, until the
Class Principal Balance of the Class IA2-L Certificates
has been reduced to zero; and
(5) fifth, to the Class IA3-L Certificates, until the
Class Principal Balance of the Class IA3-L Certificates
has been reduced to zero;
(v) Fifth, for so long as the Class B Certificates are
outstanding, to the Class IP-L Certificates, the amount
payable to the Class IP-L Certificates on previous
Distribution Dates pursuant to clause (I)(a)(vi) of this
definition of "First Level Certificate Trust Certificate
Distribution Amount" and remaining unpaid from such previous
Distribution Dates, to the extent of amounts otherwise
available to pay the Subordinate Principal Distribution Amount
(without regard to clause (B) thereof) on such Distribution
Date; and
(vi) Sixth, for so long as the Class B Certificates are
outstanding, to the Class IP-L Certificates as principal, an
amount equal to the Class IP Fraction of any Realized Loss on
a Class IP Mortgage Loan, to the extent of amounts otherwise
available to pay the Subordinate Principal Distribution Amount
(without regard to clause (B) of such definition) on such
Distribution Date, other than a Special Hazard Loss, Fraud
Loss or Bankruptcy Loss in excess of the Special Hazard
Coverage, Fraud Coverage or Bankruptcy Coverage, as applicable
(any amounts distributed in respect of losses
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pursuant to paragraph (I)(a)(v) or this paragraph (I)(a)(vi) of this
definition of "First Level Certificate Trust Certificate Distribution
Amount" shall not cause a further reduction in the Class Principal
Balance of the Class IP-L or Class IP Certificates); PROVIDED, HOWEVER,
that if the amounts otherwise available to pay the Subordinate
Principal Distribution Amount for any such Distribution Date are
insufficient to cover such outstanding principal losses for the Class
IP-L Certificates as provided in paragraph (I)(a)(v) or this paragraph
(I)(a)(vi) and the Class IIP-L Certificates as provided in paragraphs
(I)(b)(v) or (I)(b)(vi) of this definition of "First Level Certificate
Trust Certificate Distribution Amount", then the amounts otherwise
available to pay the Subordinate Principal Distribution Amount will be
allocated pro rata to the Class IP-L and Class IIP-L Certificates based
on the amount such Certificates are entitled to receive pursuant to
paragraph (I)(a)(v) or this paragraph (I)(a)(vi), with respect to the
Class IP-L Certificates, and paragraphs (I)(b)(v) or (I)(b)(vi), with
respect to the Class IIP-L Certificates, of this definition of "First
Level Certificate Trust Certificate Distribution Amount";
(b) With respect to the Class II Certificates, to the extent of the
First Level Certificate Trust Available Distribution Amount for Loan Group II:
(i) First, to the Class IIP-L Certificates, the aggregate for all
Class IIP Mortgage Loans of the product for each Class IIP Mortgage
Loan of the applicable Class IIP Fraction and the sum of (x) scheduled
payments of principal on such Class IIP 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 IIP 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 and (4) Liquidation Proceeds and (z) the
principal portion received in respect of such Class IIP Mortgage Loan
during the Payoff Period of Payoffs;
(ii) Second, to the Class II Certificates, concurrently,
the sum of the Interest Distribution Amounts for such Classes
of Certificates remaining unpaid from previous Distribution
Dates (including any interest accrued thereon in accordance
with clause (Y)(ii) of the last sentence of paragraph (I) of
this definition), pro rata according to their respective
shares of such unpaid amounts;
(iii) Third, to the Class II 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 Class IIA Certificates, the Class IIA
Principal Distribution Amount as follows:
(1) first, to the Class IIA5-L Certificates, an
amount up to the amount of the Class IIA-5 Principal
Distribution Amount for such
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Distribution Date, until the Class IIA5-L Principal Balance has
been reduced to zero;
(2) second, concurrently, 33.3333328439%,
33.3333343122% and 33.3333328439% of the Class IIA
Principal Distribution Amount remaining after
distributions in paragraph (I)(b)(iv)(1) above to the
Class IIA6-L, Class IIA1-L and Class IIA7-L Certificates,
respectively, until the Class IIA6-L Principal Balance
and the Class IIA7-L Principal Balance have been reduced
to zero;
(3) third, concurrently, 20.0000000000% and
80.0000000000% of the Class IIA Principal Distribution
Amount remaining after the distributions in paragraphs
(I)(b)(iv)(1) and (I)(b)(iv)(2) above to the Class IIA1-L
and Class IIA3-L Certificates, respectively, until the
Class IIA1-L Principal Balance and the Class IIA3-L
Principal Balance have been reduced to zero;
(4) fourth, to the Class IIA4-L Certificates, all of
the Class IIA Principal Distribution Amount remaining
after the distributions in paragraphs (I)(b)(iv)(1),
(I)(b)(iv)(2) and (I)(b)(iv)(3) above, until the Class
IIA4-L Principal Balance has been reduced to zero; and
(5) fifth, to the Class IIA5-L Certificates, all of the
Class IIA Principal Distribution Amount remaining after
the distributions in paragraphs (I)(b)(iv)(1),
(I)(b)(iv)(2), (I)(b)(iv)(3) and (I)(b)(iv)(4) above,
until the Class IIA5-L Principal Balance has been reduced
to zero;
(v) Fifth, for so long as the Class B Certificates are
outstanding, to the Class IIP-L Certificates, the amount
payable to the Class IIP-L Certificates on previous
Distribution Dates pursuant to clause (I)(b)(vi) of this
definition of "First Level Certificate Trust Certificate
Distribution Amount" and remaining unpaid from such previous
Distribution Dates, to the extent of amounts otherwise
available to pay the Subordinate Principal Distribution Amount
(without regard to clause (B) thereof) on such Distribution
Date; and
(vi) Sixth, for so long as the Class B Certificates are
outstanding, to the Class IIP-L Certificates as principal, an
amount equal to the Class IIP Fraction of any Realized Loss on
a Class IIP Mortgage Loan, to the extent of amounts otherwise
available to pay the Subordinate Principal Distribution Amount
(without regard to clause (B) thereof) on such Distribution
Date, other than a Special Hazard Loss, Fraud Loss or
Bankruptcy Loss in excess of the Special Hazard Coverage,
Fraud Coverage or Bankruptcy Coverage, as applicable (any
amounts distributed in respect of losses pursuant to paragraph
(I)(b)(v) or this paragraph (I)(b)(vi) of this definition of
"First Level Certificate Trust Certificate Distribution
Amount" shall not cause a further reduction in the Class
Principal Balance of the Class IIP-L or Class IIP
Certificates); PROVIDED, HOWEVER, that if the amounts
otherwise available to pay the Subordinate Principal
Distribution Amount for any such Distribution Date are
insufficient to cover such outstanding principal losses for
the Class IIP-L Certificates as provided in
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paragraph (I)(b)(v) or this paragraph (I)(b)(vi) and the Class IP-L
Certificates as provided in paragraphs (I)(a)(v) or (I)(a)(vi) of
this definition of "First Level Certificate Trust Certificate
Distribution Amount", then the amounts otherwise available to pay
the Subordinate Principal Distribution Amount will be allocated pro
rata to the Class IIP-L and Class IP-L Certificates based on the
amount such Certificates are entitled to receive pursuant to
paragraph (I)(b)(v) or this paragraph (I)(b)(vi), with respect to
the Class IIP-L Certificates, and paragraphs (I)(a)(v) or (I)(a)(vi),
with respect to the Class IP-L Certificates, of this definition of
"First Level Certificate Trust Certificate Distribution Amount";
(c) With respect to the Class B Certificates and Class R-2
Certificates, to the extent of the First Level Certificate Trust Available
Distribution Amount for Loan Group I and Loan Group II remaining, if any,
following prior distributions on such Distribution Date:
(i) First, to the Class B1-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining
unpaid from previous Distribution Dates;
(ii) Second, to the Class B1-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the
current Distribution Date;
(iii) Third, to the Class B1-L Certificates, the portion
of the Subordinate Principal Distribution Amount allocable to
such Class of Certificates pursuant to the definition of
"Subordinate Principal Distribution Amount" herein, until the
Class B1-L Principal Balance has been reduced to zero;
(iv) Fourth, to the Class B2-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining
unpaid from previous Distribution Dates;
(v) Fifth, to the Class B2-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the
current Distribution Date;
(vi) Sixth, to the Class B2-L Certificates, the portion
of the Subordinate Principal Distribution Amount allocable to
such Class of Certificates pursuant to the definition of
"Subordinate Principal Distribution Amount" herein, until the
Class B2-L Principal Balance has been reduced to zero;
(vii) Seventh, to the Class B3-L Certificates, the
Interest Distribution Amount for such Class of Certificates
remaining unpaid from previous Distribution Dates;
(viii) Eighth, to the Class B3-L Certificates, the
Interest Distribution Amount for such Class of Certificates
for the current Distribution Date;
(ix) Ninth, to the Class B3-L Certificates, the portion
of the Subordinate Principal Distribution Amount allocable to
such Class of Certificates pursuant to the definition of
"Subordinate Principal Distribution Amount" herein, until the
Class B3-L Principal Balance has been reduced to zero;
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(x) Tenth, to the Class B4-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining
unpaid from previous Distribution Dates;
(xi) Eleventh, to the Class B4-L Certificates, the
Interest Distribution Amount for such Class of Certificates
for the current Distribution Date;
(xii) Twelfth, to the Class B4-L Certificates, the
portion of the Subordinate Principal Distribution Amount
allocable to such Class of Certificates pursuant to the
definition of "Subordinate Principal Distribution Amount"
herein, until the Class B4-L Principal Balance has been
reduced to zero;
(xiii) Thirteenth, to the Class B5-L Certificates, the
Interest Distribution Amount for such Class of Certificates
remaining unpaid from previous Distribution Dates;
(xiv) Fourteenth, to the Class B5-L Certificates, the
Interest Distribution Amount for such Class of Certificates
for the current Distribution Date;
(xv) Fifteenth, to the Class B5-L Certificates, the
portion of the Subordinate Principal Distribution Amount
allocable to such Class of Certificates pursuant to the
definition of "Subordinate Principal Distribution Amount"
herein, until the Class B5-L Principal Balance has been
reduced to zero; and
(xvi) Sixteenth, to the Class B6-L Certificates, the
Interest Distribution Amount for such Class of Certificates
remaining unpaid from previous Distribution Dates;
(xvii) Seventeenth, to the Class B6-L Certificates, the
Interest Distribution Amount for such Class of Certificates
for the current Distribution Date;
(xviii) Eighteenth, to the Class B6-L Certificates, the
portion of the Subordinate Principal Distribution Amount
allocable to such Class of Certificates pursuant to the
definition of "Subordinate Principal Distribution Amount"
herein, until the Class B6-L Principal Balance has been
reduced to zero;
(xix) Nineteenth, to each Class of the Subordinate Certificates in
the order of seniority, the remaining portion, if any, of the First
Level Certificate Trust Available Distribution Amount, up to the amount
of unreimbursed Realized Losses previously allocated to such Class, if
any (any amounts distributed in respect of losses pursuant to this
paragraph (I)(c)(xix) of this definition of "First Level Certificate
Trust Certificate Distribution Amount" shall not cause a further
reduction in the Class Principal Balances of the Subordinate
Certificates); and
(xx) Twentieth, to the Class R-2 Certificates, the
Residual Distribution Amount for such Distribution Date.
Notwithstanding the foregoing, (X) on any Distribution Date occurring on or
after the reduction of the Class IA Principal Balance or Class IIA Principal
Balance to zero and on which (a) the aggregate Certificate Principal Balance of
the Class B Certificates is less than 50% of the initial aggregate Certificate
Principal Balance of such Class B Certificates, if such Distribution Date is
prior to the
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Distribution Date occurring in January 2002, (b) the aggregate Certificate
Principal Balance of the Class B Certificates is less than 25% of the initial
aggregate Certificate Principal Balance of such Class B Certificates if such
Distribution Date is on or after the Distribution Date occurring in January
2002, (c) the average outstanding principal balance of the Mortgage Loans in
either Loan Group delinquent 60 days or more over the last six months (including
Mortgage Loans in foreclosure and Mortgage Loans the property of which is held
by the Mortgage Trust Fund and acquired by foreclosure or deed in lieu of
foreclosure), as a percentage of the related Class B Loan Group Component
Balance, is greater than or equal to 50% or (d) in the event the Class IA
Principal Balance has been reduced to zero, the Class B Loan Group Component
Balance for Loan Group I is less than 25% of the initial Class B Loan Group
Component Balance for Loan Group I, the remaining Class or Classes of Class A
Certificates will be entitled to receive as principal, in addition to any
principal payments otherwise described above, all amounts in respect of
principal on the Mortgage Loans in the Loan Group relating to the Class A
Certificates that have been paid in full (after distributions of principal to
the related Class IP-L or Class IIP-L Certificates pursuant to paragraphs
(I)(a)(i), (I)(a)(v) and (I)(a)(vi) or (I)(b)(i), (I)(b)(v) and (I)(b)(vi)
above, as applicable) and such Class A Certificates will be paid in accordance
with the order set forth in paragraphs (I)(a)(iv)(2) through (I)(a)(iv)(5) or
(I)(b)(iv)(2) through (I)(b)(iv)(4) above, as applicable, to the extent of and
in reduction of the Class Principal Balances thereof, prior to any distributions
of principal to the Class B Certificates in paragraph (I)(c) above, and (Y) if
on any Distribution Date the aggregate Certificate Principal Balance of the
Class IA Certificates or the Class IIA Certificates is greater than the
aggregate Principal Balance of the Mortgage Loans in the related Loan Group,
less the related Class P Fraction of the Class P Mortgage Loans in such Loan
Group (the "Undercollateralized Group"), (i) the portion of the First Level
Certificate Trust Available Distribution Amount in respect of principal on the
Mortgage Loans in the other Loan Group (the "Overcollateralized Group") (after
distributions of principal to the Class P and Class A Certificates related to
the Overcollateralized Group pursuant to paragraphs (I)(a)(i) through (I)(a)(vi)
or (I)(b)(i) through (I)(b)(vi), as applicable) will be distributed to the Class
A Certificates of the Undercollateralized Group in accordance with the order set
forth in paragraphs (I)(a)(iv)(2) through (I)(a)(iv)(5) or (I)(b)(iv)(2) through
(I)(b)(iv)(4) above, as applicable, until the aggregate Certificate Principal
Balance of the Class A Certificates of the Undercollateralized Group equals the
aggregate Principal Balance of the Mortgage Loans in the related Loan Group
(other than the related Class P Fraction of the Class P Mortgage Loans in such
Loan Group) and (ii) a portion of the First Level Certificate Trust Available
Distribution Amount of the Overcollateralized Group remaining after
distributions to the Class P, Class X and Class A Certificates of the
Overcollateralized Group pursuant to paragraphs (I)(a)(i) through (I)(a)(iii)
and (I)(b)(i) through (I)(b)(iii), as applicable, equal to one month's interest
on the amount by which the Undercollateralized Group is undercollateralized at
7.000% per annum if the Undercollateralized Group is Loan Group I or 8.000% per
annum if the Undercollateralized Group is Loan Group II plus any shortfall of
interest on the Class A Certificates of the Undercollateralized Group remaining
unpaid pursuant to paragraphs (I)(a)(ii) or (I)(b)(ii) above, as applicable,
after distributions on such Distribution Date, including accrued and unpaid
interest on such shortfall at the rate described above, will (1) be added to the
First Level Certificate Trust Certificate Distribution Amount of the
Undercollateralized Group and distributed in accordance with the priorities as
described in paragraphs (I)(a) and (I)(b) above, as applicable (any amount
covering interest shortfalls and interest accrued thereon will be distributed to
the applicable Class or Classes of Certificates on such Distribution Date in the
priority described in paragraphs (I)(a)(ii) or (I)(b)(ii) above, as applicable,
pro rata according to their respective shares of such amount) and
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(2) be subtracted from the First Level Certificate Trust Available Distribution
Amount of the Overcollateralized Group.
(II) For any Distribution Date on or after the Credit Support Depletion
Date, the First Level Certificate Trust Available Distribution Amount shall be
distributed to the outstanding Classes of Certificates in the following amounts
and priority:
(a) With respect to the Class I, Class R-L and Class R-2 Certificates,
to the extent of the First Level Certificate Trust Available Distribution Amount
for Loan Group I:
(i) First, to the Class IP-L Certificates, principal in
the amount that would otherwise be distributed to such Class
on such Distribution Date pursuant to clause (I)(a)(i) of this
definition of "First Level Certificate Trust Certificate
Distribution Amount";
(ii) Second, to the Class I, Class R-L and Class R-2
Certificates, the amount payable to each such Class of
Certificates on prior Distribution Dates pursuant to clause
(I)(a)(ii) or (II)(a)(iii) of this definition of "First Level
Certificate Trust Certificate Distribution Amount," and
remaining unpaid, pro rata according to such amount payable to
the extent of amounts available;
(iii) Third, to the Class I, Class R-L and Class R-2
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 Class IA, Class R-L and Class R-2
Certificates, the Class IA Principal Distribution Amount
allocated pro rata according to their respective Class
Principal Balances until such Class Principal Balances have
been reduced to zero; and
(v) Fifth, to the Class R-2 Certificates, the Residual
Distribution Amount for such Distribution Date.
(b) With respect to the Class II Certificates, to the extent of the
First Level Certificate Trust Available Distribution Amount for Loan Group II:
(i) First, to the Class IIP-L Certificates, principal in
the amount that would otherwise be distributed to such Class
on such Distribution Date pursuant to clause (I)(b)(i) of this
definition of "First Level Certificate Trust Certificate
Distribution Amount";
(ii) Second, to the Class II Certificates, the amount
payable to each such Class of Certificates on prior
Distribution Dates pursuant to clause (I)(b)(ii) or
(II)(b)(iii) of this definition of "First Level Certificate
Trust Certificate Distribution Amount," and remaining unpaid,
pro rata according to such amount payable to the extent of
amounts available;
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(iii) Third, to the Class II 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 Class IIA Certificates, the Class IIA
Principal Distribution Amount allocated pro rata according to
their respective Class Principal Balances until such Class
Principal Balances have been reduced to zero; and
(v) Fifth, to the Class R-2 Certificates, the Residual
Distribution Amount for such Distribution Date.
FIRST LEVEL CERTIFICATE TRUST CERTIFICATES: The Class IA1-L, Class IA2-L,
Class IA3-L, Class IIA1-L, Class IIA3-L, Class IIA4-L, Class IIA5-L,
Class IIA6-L, Class IIA7-L, Class IP-L, Class IIP-L, Class IX-L, Class IIX-L,
Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L, Class B6-L and Class
R-L Certificates issued pursuant to this Agreement.
FIRST LEVEL CERTIFICATE TRUST FUND: The First Level Certificate Trust Fund
created pursuant to Section 2.05 of this Agreement. The First Level Certificate
Trust Fund consists of the Mortgage Trust Certificates to be held by the Trustee
for the benefit of the Holders from time to time of the First Level Certificate
Trust Certificates and the Class R-2 Certificates hereunder.
FNMA: Federal National Mortgage Association, or any successor thereto.
FRAUD COVERAGE: During the period prior to the first anniversary of the
Cut-Off Date, the Fraud Coverage Initial Amount reduced by Fraud Losses
allocated to the Certificates; during the period from the first anniversary of
the Cut-Off Date to (but not including) the fifth anniversary of the Cut-Off
Date, the amount of the Fraud Coverage on the most recent previous anniversary
of the Cut-Off Date (calculated in accordance with the second sentence of this
definition) reduced by Fraud Losses allocated to the Certificates since such
anniversary; and during the period on and after the fifth anniversary of the
Cut-Off Date, Fraud Coverage will be zero. On each anniversary of the Cut-Off
Date, Fraud Coverage shall be reduced to the lesser of (i) on the first, second,
third, and fourth anniversaries of the Cut-Off Date, 1.0% of the aggregate
principal balance of the Mortgage Loans as of the Due Date in the preceding
month and (ii) the excess of the Fraud Coverage Initial Amount over cumulative
Fraud Losses allocated to the Certificates to date. Fraud Coverage may be
reduced upon written confirmation from the Rating Agency that such reduction
will not adversely affect the then current ratings assigned to the Certificates
by the Rating Agency.
FRAUD COVERAGE INITIAL AMOUNT: $2,934,144.
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.
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GROUP I LOAN: The Mortgage Loans designated on the Mortgage Loan Schedule
as Group I Loans.
GROUP I SUBORDINATE AMOUNT: On any Distribution Date, the excess, if any,
of the aggregate Principal Balance of the Group I Loans, 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, and after giving effect to any
Principal Prepayments distributed on the prior Distribution Date, over the then
outstanding aggregate Class Principal Balance of the Class I Certificates.
GROUP II LOAN: The Mortgage Loans designated on the Mortgage Loan Schedule
as Group II Loans.
GROUP II SUBORDINATE AMOUNT: On any Distribution Date, the excess, if any,
of the aggregate Principal Balance of the Group II Loans, 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, and after giving effect to any
Principal Prepayments distributed on the prior Distribution Date, over the then
outstanding aggregate Class Principal Balance of the Class II Certificates.
INDIRECT DTC PARTICIPANTS: Entities such as banks, brokers, dealers or
trust companies, that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly.
INSURANCE PROCEEDS: Amounts paid or payable by the insurer under any
Primary Insurance Policy or any other insurance policy (including any
replacement policy permitted under this Agreement) covering any Mortgage Loan or
Mortgaged Property, including, without limitation, any hazard insurance policy
required pursuant to Section 3.07, any title insurance policy required pursuant
to Section 2.03, and any FHA insurance policy or VA guaranty.
INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for any Class of
Mortgage Trust Certificates (other than the Class IX-M or Class IIX-M
Certificates), First Level Certificate Trust Certificates (other than the Class
IX-L or Class IIX-L Certificates) or the Class R-1 or Class R-2 Certificates,
the amount of interest accrued on the respective Class Principal Balance or,
with respect to the Class IX-L Certificates, Class IIX-L Certificates, Class
IX-M Certificates or Class IIX-M Certificates, the Class IX Notional Amount, the
Class IIX Notional Amount, the Class IX Notional Amount or the Class IIX
Notional Amount, respectively, at 1/12th of the related Remittance Rate: with
respect to (i) the Class IIA1-L Certificates, during the monthly period from the
25th day of the month preceding such Distribution Date through the 24th day of
the month of such Distribution Date and (ii) any Class of Mortgage Trust
Certificates, First Level Certificate Trust Certificates (other than the Class
IIA1-L Certificates) or the Class R-1 or Class R-2 Certificates, during the
Prior Period, in each case before giving effect to allocations of Realized
Losses for the Prior Period or distributions to be made on such 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 IP-L, Class IIP-L, Class IP-M and
Class IIP-M Certificates on any Distribution Date shall equal zero.
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INVESTMENT ACCOUNT: The commingled account (which shall be commingled only
with investment accounts related to series of pass-through certificates with a
class of certificates which has a rating equal to the highest of the Ratings of
the Certificate Trust Certificates) maintained by the Master Servicer in the
trust department of the Investment Depository pursuant to Section 3.03 and which
bears a designation acceptable to the Rating Agency.
INVESTMENT DEPOSITORY: Chemical Bank, New York, New York or another bank or
trust company designated from time to time by the Master Servicer. The
Investment Depository shall at all times be an Eligible Institution.
JUNIOR SUBORDINATE CERTIFICATES: The Class B-4, Class B-5 and Class B-6
Certificates, collectively.
LENDER: An institution from which the Company purchased any Mortgage Loan
pursuant to a Selling and Servicing Contract.
LIBOR: With respect to each Distribution Date, the London Interbank Offered
Rate for one-month United States dollar-denominated deposits determined by the
Master Servicer on the basis of quotations as of approximately 11:00 a.m.
(London time) appearing on the Telerate Page 3750 (as defined in the
International Swap Dealers Association Inc. Code of 1987 Interest Rate and
Currency Exchange Definitions) of the Reference Banks, as follows:
(A) in the event that fewer than two Reference Banks provide such
quotations, the higher of
(i) LIBOR as determined on the immediately preceding LIBOR
Determination Date (or, in the case of the first LIBOR Determination Date,
5.375%) and
(ii) the Reserve Rate. The "Reserve Rate" will be the rate per annum
(rounded upward, if necessary, to the nearest multiple of 1/16th of 1%)
that the Master Servicer determines to be either
(x) the arithmetic mean of the offered quotations that the
leading banks in New York City selected by the Master Servicer in its
sole discretion are then quoting on the relevant LIBOR Determination
Date for one-month United States dollar deposits to the principal
London office of each of the Reference Banks or those of them (being
at least two in number) to which such offered quotations are, in the
opinion of the Master Servicer, being so made, or
(y) in the event that the Master Servicer can determine no such
arithmetic mean, the arithmetic mean of the offered quotations that
the leading banks in New York City selected by the Master Servicer in
its sole discretion are quoting on such LIBOR Determination Date to
leading European banks for one-month United States dollar deposits,
provided, however, that if the banks selected by the Master Servicer
are not then so quoting, LIBOR shall be as determined on the
immediately preceding LIBOR Determination Date (or, in the case of the
first LIBOR Determination Date, 5.375%, as specified above);
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(B) otherwise, the arithmetic mean (rounded upward, if necessary, to
the nearest multiple of 1/16th of 1%) of the offered quotations of the
Reference Banks on the applicable LIBOR Determination Date
the establishment of which, in each case, shall be final and binding upon the
Certificateholders in the absence of manifest error.
LIBOR DETERMINATION DATE: With respect to interest paid on any Distribution
Date, other than the first Distribution Date, the second day on which banks in
London and New York City are open for the transaction of international business
prior to the 25th day of the month preceding the Distribution Date.
LIQUIDATED MORTGAGE LOAN: A Mortgage Loan as to which the Master Servicer
or the applicable Servicer has determined in accordance with its customary
servicing practices that all amounts which it expects to recover from or on
account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation
Proceeds or otherwise have been recovered. For purposes of this definition,
acquisition of a Mortgaged Property by the Mortgage Trust Fund shall not
constitute final liquidation of the related Mortgage Loan.
LIQUIDATION PRINCIPAL: The principal portion of Liquidation Proceeds
received (exclusive of the portion thereof attributable to distributions to the
Class IP-L or Class IIP-L Certificates pursuant to clauses (I)(a)(i) or
(I)(b)(i) of the definition of "First Level Certificate Trust Certificate
Distribution Amount" herein) with respect to each Mortgage Loan which became a
Liquidated Mortgage Loan (but not in excess of the principal balance thereof)
during the Prior Period.
LIQUIDATION PROCEEDS: Amounts after deduction of amounts reimbursable under
Section 3.05(a)(i) and (ii) received and retained in connection with the
liquidation of defaulted Mortgage Loans, whether through foreclosure or
otherwise, other than Insurance Proceeds.
LOAN GROUP: Loan Group I or Loan Group II, as applicable.
LOAN GROUP I: The group of Mortgage Loans comprised of the Group I Loans.
LOAN GROUP II: The group of Mortgage Loans comprised of the Group II Loans.
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 January, 2002, 0%; and for any Distribution Date occurring
on or after the Distribution Date in January, 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.
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MASTER SERVICING FEE: The fee charged by the Master Servicer for
supervising the mortgage servicing and advancing certain expenses, equal to a
per annum rate set forth for each Mortgage Loan in Exhibit D on the outstanding
Principal Balance of such Mortgage Loan, payable monthly from the Certificate
Account.
MONTHLY P&I ADVANCE: An advance of funds by the Master Servicer pursuant to
Section 4.03 or a Servicer pursuant to its Selling and Servicing Contract to
cover delinquent principal and interest installments.
MONTHLY PAYMENT: The scheduled payment of principal and interest on a
Mortgage Loan (including any amounts due from a Buydown Fund, if any) which is
due on the related Due Date for such Mortgage Loan.
MOODY'S: Moody's Investors Service, provided that at any time it be a
Rating Agency.
MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note.
MORTGAGE FILE: The following documents or instruments with respect to each
Mortgage Loan transferred and assigned pursuant to Section 2.01, (X) with
respect to each Mortgage Loan that is not a Cooperative Loan:
(i) The original Mortgage Note endorsed to "First Bank
National Association, as Custodian/Trustee, without recourse"
or to "First Bank National Association, as trustee for the
benefit of the Holders from time to time of PNC Mortgage
Securities Corp. Mortgage Pass-Through Certificates, Series
1996-4, without recourse" and all intervening endorsements
evidencing a complete chain of endorsements from the
originator to the Trustee, or, in the event of any Destroyed
Mortgage Note, a copy or a duplicate original of the Mortgage
Note, together with an original lost note affidavit from the
originator of the related Mortgage Loan or the Company stating
that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
in the event the Mortgage Notes or the assignments referred to
in Section (iii)(2) of this definition of "Mortgage File" are
endorsed in blank as of the Closing Date, the Company shall,
within 45 days of the Closing Date, cause such Mortgage Notes
or assignments to be endorsed or executed pursuant to the
terms set forth herein;
(ii) The Buydown Agreement, if applicable;
(iii) A Mortgage that is either
(1) the original recorded Mortgage with recording
information thereon for the jurisdiction in which
the Mortgaged Property is located, together with a
Mortgage assignment thereof in recordable form to
"First Bank National Association, as
Custodian/Trustee" or to "First Bank National
Association, as Trustee for the Holders of PNC
Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1996-4" and all intervening
assignments
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evidencing a complete chain of assignment, from the originator to
the name holder or the payee endorsing the related Mortgage Note;
or
(2) a copy of the Mortgage which represents a true
and correct reproduction of the original Mortgage
and which has either been certified (i) on the face
thereof by the public recording office in the
appropriate jurisdiction in which the Mortgaged
Property is located, or (ii) by the originator or
Lender as a true and correct copy the original of
which has been sent for recordation and an original
Mortgage assignment thereof duly executed and
acknowledged in recordable form to "First Bank
National Association, as Custodian/Trustee" or to
"First Bank National Association, as Trustee for the
Holders of PNC Mortgage Securities Corp. Mortgage
Pass-Through Certificates, Series 1996-4" and all
intervening assignments evidencing a complete chain
of assignment from the originator to the name holder
or the payee endorsing the related Mortgage Note;
(iv) A copy of (a) the title insurance policy, or (b) in
lieu thereof, a title insurance binder, a copy of an
attorney's title opinion, certificate or other evidence of
title acceptable to the Company;
(v) For any Mortgage Loan for which a Primary Insurance
Policy is in effect as of the Cut-Off Date, as shown on the
Mortgage Loan Schedule, an original commitment for, or
certificate of, primary insurance issued by the applicable
insurer; and
(vi) For any Mortgage Loan that has been modified or
amended, the original instrument or instruments effecting such
modification or amendment.
and (Y) with respect to each Cooperative Loan:
(i) the original Mortgage Note endorsed to "First Bank
National Association, as Custodian/Trustee" or to "First Bank
National Association, as Trustee for the Holders of PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates,
Series 1996-4" 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;
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(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.
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) its Loan Group,
(iii) the address of the Mortgaged Property,
(iv) the name of the Mortgagor,
(v) the Original Value of the property subject to the Mortgage,
(vi) the Principal Balance as of the Cut-Off Date,
(vii) the Mortgage Interest Rate borne by the Mortgage
Note,
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(viii) whether a Primary Insurance Policy is in effect as of the
Cut-Off Date,
(ix) the maturity of the Mortgage Note, and
(x) 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 Mortgage Trust Fund, the Mortgage
Loans so held being identified in the Mortgage Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE POOL: All of the Mortgage Loans.
MORTGAGE TRUST AVAILABLE DISTRIBUTION AMOUNT: For each of Loan Group I
and Loan Group II, on any Distribution Date, the sum of the following amounts
with respect to the Mortgage Loans in such Loan Group:
(1) the total amount of all cash received by or on behalf
of the Master Servicer with respect to such Mortgage Loans by
the Determination Date for such Distribution Date and not
previously distributed (including Monthly P&I Advances made by
Servicers, proceeds of Liquidated Mortgage Loans and scheduled
amounts of distributions from Buydown Funds respecting Buydown
Loans, if any), except:
(a) all scheduled payments of principal
and interest collected but due on a date
subsequent to the related Due Date;
(b) all Curtailments received after the
Prior Period (together with any interest
payment received with such prepayments to
the extent that it represents the payment of
interest accrued on a related Mortgage Loan
subsequent to the Prior Period);
(c) all Payoffs received on or after the
15th day of the month of any such
Determination Date (together with any
interest payment received with such Payoffs
to the extent that it represents the payment
of interest accrued on a related Mortgage
Loan subsequent to the Prior Period), and
interest accrued during the period from the
1st to the 14th day of the month of such
Determination Date and received with Payoffs
received during such period, which interest
shall not be included in the calculation of
the Mortgage Trust Available Distribution
Amount for any Distribution Date;
(d) Insurance Proceeds and Liquidation
Proceeds received after the Prior Period;
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(e) all amounts in the Certificate
Account which are due and reimbursable to a
Servicer or the Master Servicer pursuant to
the terms of this Agreement;
(f) the sum of the Master Servicing Fee
and the Servicing Fee for each Mortgage
Loan; and
(g) Excess Liquidation Proceeds;
(2) the sum, to the extent not previously distributed, of
the following amounts, to the extent advanced or received, as
applicable, by the Master Servicer by the Distribution Date:
(a) any Monthly P&I Advance made by the Master
Servicer to the Trustee with respect to such Distribution
Date; and
(b) Compensating Interest; and
(3) the total amount, to the extent not previously distributed, of
all cash received by the Distribution Date by the Trustee, in respect
of a Purchase Obligation under Section 2.02 and Section 2.03.
MORTGAGE TRUST CERTIFICATE DISTRIBUTION AMOUNT: For any Distribution
Date, the Mortgage Trust Available Distribution Amount shall be distributed to
the Mortgage Trust Certificates and the Class R-1 Certificates in the following
amounts and priority:
(a) To the extent of the Mortgage Trust Available Distribution Amount
for Loan Group I:
(i) First, to the Class IP-M Certificates, the aggregate
for all Class IP Mortgage Loans of the product for each Class
IP Mortgage Loan of the applicable Class IP Fraction and the
sum of (x) scheduled payments of principal on such Class IP
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 IP
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 and (4) Liquidation Proceeds and (z) the principal
portion received in respect of such Class IP Mortgage Loan
during the Payoff Period of Payoffs;
(ii) Second, to the Class IX-M, Class Y-1, Class Z-1 and
Class R-1 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;
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(iii) Third, to the Class IX-M, Class Y-1, Class Z-1 and
Class R-1 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 Class R-1 Certificates until the
Class R-1 Principal Balance has been reduced to zero;
(v) Fifth, to the Class Y-1 and Class Z-1 Certificates,
the Class Y-1 Principal Distribution Amount and the Class Z-1
Principal Distribution Amount, respectively;
(b) To the extent of the Mortgage Trust Available Distribution Amount
for Loan Group II:
(i) First, to the Class IIP-M Certificates, the aggregate
for all Class IIP Mortgage Loans of the product for each Class
IIP Mortgage Loan of the applicable Class IIP Fraction and the
sum of (x) scheduled payments of principal on such Class IIP
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 IIP
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 and (4) Liquidation Proceeds and (z) the principal
portion received in respect of such Class IIP Mortgage Loan
during the Payoff Period of Payoffs;
(ii) Second, to the Class IIX-M, Class Y-2 and Class Z-2
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 Class IIX-M, Class Y-2 and Class Z-2
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 Class Y-2 and Class Z-2 Certificates,
the Class Y-2 Principal Distribution Amount and the Class Z-2
Principal Distribution Amount, respectively; and
(c) To the Class R-1 Certificates, the Residual Distribution
Amount for such Distribution Date.
MORTGAGE TRUST CERTIFICATES: The Class Y-1, Class Y-2, Class Z-1, Class
Z-2, Class IX-M, Class IIX-M, Class IP-M and Class IIP-M Certificates issued
pursuant to this Agreement.
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MORTGAGE TRUST FUND: The corpus of the trust created pursuant to Section
2.01 of this Agreement. The Mortgage Trust Fund consists of (i) the Mortgage
Loans and all rights pertaining thereto; (ii) such assets as from time to time
may be held by the Trustee (or its duly appointed agent) in the Certificate
Account or the Investment Account (except amounts representing the Master
Servicing Fee or the Servicing Fee); (iii) such assets as from time to time may
be held by Servicers in a Custodial Account for P&I related to the Mortgage
Loans (except amounts representing the Master Servicing Fee or the Servicing
Fee); (iv) property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure or, in the case of a Cooperative
Loan, a similar form of conversion, after the Cut-Off Date; and (v) amounts paid
or payable by the insurer under any FHA insurance policy or any Primary
Insurance Policy and proceeds of any VA guaranty and any other insurance policy
related to any Mortgage Loan or the Mortgage Pool.
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.
OTS: The Office of Thrift Supervision, or any successor thereto.
OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the Board,
the President, a Vice President, or the Treasurer of the Master Servicer and
delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who shall be reasonably
acceptable to the Trustee and who may be counsel for the Company or the Master
Servicer.
ORIGINAL VALUE: With respect to any Mortgage Loan other than a Mortgage
Loan originated for the purpose of refinancing an existing mortgage debt, the
lesser of (a) the Appraised Value of the Mortgaged Property at the time the
Mortgage Loan was originated or (b) the purchase price paid for the Mortgaged
Property by the Mortgagor. With respect to a Mortgage Loan originated for the
purpose of refinancing existing mortgage debt, the Original Value shall be equal
to the Appraised Value of the Mortgaged Property at the time the Mortgage Loan
was originated.
OWNERSHIP INTEREST: As defined in Section 5.01(b).
PASS-THROUGH ENTITY: As defined in Section 5.01(b).
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PASS-THROUGH RATE: For each Mortgage Loan, a rate equal to the Mortgage
Interest Rate for such Mortgage Loan less the applicable per annum percentage
rates related to each of the Servicing Fee and the Master Servicing Fee. For
each Mortgage Loan, any calculation of monthly interest at such rate shall be
based upon annual interest at such rate (computed on the basis of a 360-day year
of twelve 30-day months) on the unpaid Principal Balance of the related Mortgage
Loan divided by twelve, and any calculation of interest at such rate by reason
of a Payoff shall be based upon annual interest at such rate on the outstanding
Principal Balance of the related Mortgage Loan multiplied by a fraction, the
numerator of which is the number of days elapsed from the Due Date of the last
scheduled payment of principal and interest to, but not including, the date of
such Payoff, and the denominator of which is (a) for Payoffs received on a Due
Date, 360, and (b) for all other Payoffs, 365.
PAYING AGENT: Any paying agent appointed by the Trustee pursuant to Section
8.12.
PAYOFF: Any Mortgagor payment of principal on a Mortgage Loan equal to the
entire outstanding Principal Balance of such Mortgage Loan, if received in
advance of the last scheduled Due Date for such Mortgage Loan and accompanied by
an amount of interest equal to accrued unpaid interest on the Mortgage Loan to
the date of such payment-in-full.
PAYOFF EARNINGS: For any Distribution Date with respect to each Mortgage
Loan on which a Payoff was received by the Master Servicer during the Payoff
Period, the aggregate of the interest earned by the Master Servicer from
investment of each such Payoff from the date of receipt of such Payoff until the
Business Day immediately preceding the related Distribution Date (net of
investment losses).
PAYOFF INTEREST: For any Distribution Date with respect to a Mortgage Loan
for which a Payoff was received on or after the first calendar day of the month
of such Distribution Date and before the 15th calendar day of such month, an
amount of interest thereon at the applicable Pass-Through Rate from the first
day of the month of distribution through the day of receipt thereof; to the
extent (together with Payoff Earnings and the aggregate Master Servicing Fee)
not required to be distributed as Compensating Interest on such Distribution
Date, Payoff Interest shall be payable to the Master Servicer as additional
servicing compensation.
PAYOFF PERIOD: With respect to the first Distribution Date, the period from
the Cut-Off Date through January 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 Certificate (other than the Residual, Class
IX, Class IX-L, Class IX-M, Class IIX, Class IIX-L, Class IIX-M, Class
IIA-2 Certificates), its Certificate Principal Balance divided by the
applicable Class Principal Balance;
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(ii) with respect to the Class IX, Class IX-L, Class IX-M, Class IIX,
Class IIX-L, Class IIX-M and Class IIA-2 Certificates, the percentage
resulting from the division of (a) the portion of the respective Class
Notional Amount as of the Cut-Off Date evidenced by such Certificate, as
set forth on the face of such Certificate by (b) such respective Class
Notional Amount as of the Cut-Off Date; and
(iii) with respect to the Residual Certificates, the percentage set
forth on the face of such Certificate.
(b) With respect to the rights of each Certificate in connection with
Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, "Percentage Interest"
shall mean the percentage undivided beneficial interest evidenced by such
Certificate in the Certificate Trust Fund, which for purposes of such rights
only shall equal:
(i) with respect to any Class of Certificate Trust Certificates (other
than the Class IX, Class IIX or Class IIA-2 Certificates), the product of
(x) ninety-seven percent (97%) and (y) the percentage calculated by
dividing its Certificate Principal Balance by the Aggregate Certificate
Principal Balance of the Certificate Trust Certificates; PROVIDED, HOWEVER,
that the percentage in (x) above shall be increased by one percent (1%)
upon each retirement of the Class of Class IX, Class IIX and Class IIA-2
Certificates.
(ii) with respect to any Class of Class IX, Class IIX or Class IIA-2
Certificate, one percent (1%) of such Certificate's Percentage Interest as
calculated by paragraph (a)(ii) of this definition; and
(iii) with respect to the Class R Certificates, zero.
PERMITTED TRANSFEREE: With respect to the holding or ownership of any
Residual Certificate, any Person other than (i) the United States, a State or
any political subdivision thereof, or any agency or instrumentality of any of
the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Code Section 521) which is
exempt from the taxes imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Code Section 1381(a)(2)(C), (v) any Person from whom the Trustee has not
received an affidavit to the effect that it is not a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Code, and (vi) any other Person
so designated by the Company based upon an Opinion of Counsel that the transfer
of an Ownership Interest in a Residual Certificate to such Person may cause the
Mortgage Trust Fund, the First Level Certificate Trust Fund or the Certificate
Trust Fund, as applicable, to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in Code
Section 7701 or successor provisions. A corporation shall not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof if all of its activities are subject to tax, and, with the exception of
the FHLMC, a majority of its board of directors is not selected by such
governmental unit.
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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.
PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until the
Withdrawal Date following its scheduled Due Date.
PRIMARY INSURANCE POLICY: A policy of mortgage guaranty insurance, if any,
on an individual Mortgage Loan, providing coverage as required by Section
2.03(xi).
PRINCIPAL BALANCE: At the time of any determination, the principal balance
of a Mortgage Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date and not paid, reduced by all amounts distributed or (except for purposes of
the definitions of "Class B Loan Group Component Percentage," "Class IA
Percentage," "Class IA-3 Percentage," "Class IIA Percentage," "Class IIA-5
Percentage," "Class IIX Notional Amount," "Class IX Notional Amount," "First
Level Certificate Trust Certificate Distribution Amount," "Group I Subordinate
Amount," "Group II Subordinate Amount" and "Realized Loss" when such
determination occurs earlier in the month than the Distribution Date) to be
distributed to Certificateholders through the Distribution Date in the month of
determination that are reported as allocable to principal of such Mortgage Loan.
In the case of a Substitute Mortgage Loan, "Principal Balance" shall mean,
at the time of any determination, the principal balance of such Substitute
Mortgage Loan transferred to the Mortgage Trust Fund on the date of
substitution, reduced by all amounts distributed or to be distributed to
Certificateholders through the Distribution Date in the month of determination
that are reported as allocable to principal of such Substitute Mortgage Loan.
The Principal Balance of a Mortgage Loan (including a Substitute Mortgage
Loan) shall not be adjusted solely by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period. Whenever a
Realized Loss has been incurred with respect to a Mortgage Loan during a
calendar month, the Principal Balance of such Mortgage Loan shall be reduced by
the amount of such Realized Loss as of the Distribution Date next following the
end of such calendar month after giving effect to the allocation of Realized
Losses and distributions of principal to the Certificates.
This is the "Stated Principal Balance" referred to in the Prospectus.
PRINCIPAL PAYMENT: Any payment of principal on a Mortgage Loan other than a
Principal Prepayment.
PRINCIPAL PAYMENT AMOUNT: On any Distribution Date and for any Loan Group,
the sum of (i) the scheduled principal payments on the Mortgage Loans in such
Loan Group due on the related Due Date, (ii) the principal portion of repurchase
proceeds received with respect to any Mortgage Loan in such Loan Group, which
was repurchased by the Company pursuant to a Purchase Obligation during the
Prior Period, and (iii) any other unscheduled payments of principal, other than
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Principal Prepayments or Liquidation Principal, which were received during the
Prior Period from the Mortgage Loans in such Loan Group.
PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage Loan which
constitutes a Payoff or a Curtailment.
PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date and for any Loan
Group, the sum of (i) Curtailments received during the Prior Period from the
Mortgage Loans in such Loan Group and (ii) Payoffs received during the Payoff
Period from the Mortgage Loans in such Loan Group.
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 First Level Certificate
Trust Certificates as follows: the principal portion of Realized Losses on the
Mortgage Loans to the outstanding Classes of Certificates, other than the Class
IP-L and Class IIP-L Certificates, pro rata according to their respective Class
Principal Balances; PROVIDED, HOWEVER, that in each case if the loss is
recognized with respect to a Class IP or Class IIP Mortgage Loan, the Class IP
or Class IIP Fraction of such loss will first be allocated to the Class IP-L or
Class IIP-L Certificates, respectively, and 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 on the Mortgage Loans, to the
outstanding Classes of Certificates, other than the Class IP-L and Class IIP-L
Certificates, pro rata according to the amount of interest accrued but unpaid on
each such Class of Certificates, in reduction thereof and then pro rata
according to the respective Class Principal Balances of each such Class of
Certificates, in reduction thereof. Any losses allocated among First Level
Certificate Trust Certificates pursuant to this definition of "Pro Rata
Allocation" shall also be allocated to the Corresponding Class of Certificate
Trust Certificates in the same manner and amounts as they reduce such attributes
of the Corresponding Class of First Level Certificate Trust Certificates;
PROVIDED, HOWEVER, that the interest portion of such losses allocated to the
Class IIA1-L Certificates and applied to reduce the Interest Distribution Amount
thereof shall be allocated to the Class IIA-1 and Class IIA-2 Certificates in
reduction of the distribution to such Certificates pursuant to clause (i)(C) of
the definition of "Certificate Trust Certificate Distribution Amount," pro rata
according to the allocation set forth in such clause.
PURCHASE OBLIGATION: An obligation of the Company to repurchase Mortgage
Loans under the circumstances and in the manner provided in Section 2.02 or
Section 2.03.
PURCHASE PRICE: With respect to any Mortgage Loan to be purchased pursuant
to a Purchase Obligation, an amount equal to the sum of the Principal Balance
thereof, and unpaid accrued interest thereon, if any, to the last day of the
calendar month in which the date of repurchase occurs at a rate equal to the
applicable Pass-Through Rate; provided, however, that no Mortgage Loan shall be
purchased or required to be purchased pursuant to Section 2.03, or more than two
years after the Closing Date under Section 2.02, unless (a) the Mortgage Loan to
be purchased is in default, or default is in the judgment of the Company
reasonably imminent, or (b) the Company, at its expense, delivers to the Trustee
an Opinion of Counsel to the effect that the purchase of such Mortgage Loan will
not give rise to a tax on a prohibited transaction, as defined in Section
860F(a) of the Code;
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provided, further, that in the case of clause (b) above, the Company will use
its reasonable efforts to obtain such Opinion of Counsel if such opinion is
obtainable.
QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified as
such under the laws of the states in which the Mortgaged Properties are located
if such qualification is necessary to issue the applicable insurance policy or
bond, duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided by the Primary Insurance
Policies and approved as an insurer by FHLMC or FNMA and the Master Servicer. A
Qualified Insurer must have the rating required by the Rating Agency.
RATING AGENCY: Initially, each of Moody's and DCR, thereafter, each
nationally recognized statistical rating organization that has rated the
Certificate Trust Certificates and the Residual Certificates at the request of
the Company, or their respective successors in interest.
RATINGS: As of any date of determination, the ratings, if any, of the
Certificate Trust Certificates and the Residual Certificates as assigned by the
Rating Agency.
REALIZED LOSS: For any Distribution Date, with respect to any Mortgage Loan
which became a Liquidated Mortgage Loan during the related Prior Period, the sum
of (i) the principal balance of such Mortgage Loan remaining outstanding and the
principal portion of Nonrecoverable Advances actually reimbursed with respect to
such Mortgage Loan (the principal portion of such Realized Loss), and (ii) the
accrued interest on such Mortgage Loan remaining unpaid and the interest portion
of Nonrecoverable Advances actually reimbursed with respect to such Mortgage
Loan (the interest portion of such Realized Loss). For any Distribution Date,
with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the
amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of
the related Due Date. In addition, on each Distribution Date prior to the
Credit Support Depletion Date, if on such Distribution Date after giving effect
to the principal distributions and allocations of Realized Losses as otherwise
described in this definition, the aggregate Certificate Principal Balance of all
outstanding Certificates exceeds the aggregate Principal Balance of the Mortgage
Loans as of such Distribution Date, then the principal portion of Realized
Losses shall include an amount equal to the excess of the Certificate Principal
Balance of the Certificates over such aggregate Principal Balance.
Realized Losses, Special Hazard Losses, Fraud Losses and Bankruptcy Losses
shall be allocated to the Mortgage Trust Certificates as follows: The interest
portion of Realized Losses, if any, shall be allocated among the Classes of
Mortgage Trust Certificates related to such Loan Group pro rata according to the
amount of interest accrued but unpaid thereon, in reduction thereof. Any
interest portion of Realized Losses in excess of the amount allocated pursuant
to the preceding sentence shall be treated as a principal portion of Realized
Losses not attributable to any specific Mortgage Loan in such Loan Group and
allocated pursuant to the succeeding sentences. The applicable Class P Fraction
of any principal portion of Realized Losses attributable to a Class P Mortgage
Loan in the Loan Group shall be allocated to the related Class P-M Certificates
in reduction of the principal balance thereof. The remainder of the principal
portion of Realized Losses shall be allocated, first, to the Class Y
Certificates related to the Loan Group to the extent of the applicable Class Y
Principal Reduction Amount in reduction of the Class Principal Balance of such
Certificates and, second, the remainder, if any, of such principal portion of
Realized Losses shall be allocated to the related Class Z Certificates in
reduction of the Class Principal Balance thereof.
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Realized Losses, Special Hazard Losses, Fraud Losses and Bankruptcy Losses
allocated to any Class of First Level Certificate Trust Certificates shall also
be allocated to the Corresponding Class of Certificate Trust Certificates and
applied to reduce the Class Principal Balance for such Class of Certificate
Trust Certificates in the same manner and amounts as they reduce such attributes
of the Corresponding Class of First Level Certificate Trust Certificates;
PROVIDED, HOWEVER, that the interest portion of such losses allocated to the
Class IIA1-L Certificates shall be allocated to the Class IA-1 and Class IA-2
Certificates in accordance with the proviso contained in the definition of "Pro
Rata Allocation" herein.
Except for Special Hazard Losses in excess of Special Hazard Coverage,
Fraud Losses in excess of Fraud Coverage and Bankruptcy Losses in excess of
Bankruptcy Coverage, Realized Losses shall be allocated among the First Level
Certificate Trust Certificates (i) for Realized Losses allocable to principal
(a) first, to the Class B6-L Certificates, until the Class B6-L Principal
Balance has been reduced to zero, (b) second, to the Class B5-L Certificates,
until the Class B5-L Principal Balance has been reduced to zero, (c) third, to
the Class B4-L Certificates, until the Class B4-L Principal Balance has been
reduced to zero, (d) fourth, to the Class B3-L Certificates, until the Class
B3-L Principal Balance has been reduced to zero, (e) fifth, to the Class B2-L
Certificates, until the Class B2-L Principal Balance has been reduced to zero,
(f) sixth, to the Class B1-L Certificates, until the Class B1-L Principal
Balance has been reduced to zero, and (g) seventh, (x) in the case of losses on
the Group I Loans, to the outstanding Classes of Class I Certificates, other
than the Class IP-L Certificates, pro rata according to their respective Class
Principal Balances and (y) in the case of losses on the Group II Loans, to the
outstanding Classes of Class II Certificates, other than the Class IIP-L
Certificates, pro rata according to their respective Class Principal Balances;
PROVIDED, HOWEVER, that in each case if the loss is recognized with respect to a
Class IP or Class IIP Mortgage Loan, the Class IP or Class IIP Fraction of such
loss will first be allocated to the Class IP-L or Class IIP-L Certificates,
respectively, and the remainder of such loss will be allocated as described
above in this clause (i), and (ii) for Realized Losses allocable to interest (a)
first, to the Class B6-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B6-L Principal Balance, (b)
second, to the Class B5-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B5-L Principal Balance,
(c) third, to the Class B4-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B4-L Principal Balance, (d)
fourth, to the Class B3-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B3-L Principal Balance, (e)
fifth, to the Class B2-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B2-L Principal Balance, (f)
sixth, to the Class B1-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B1-L Principal Balance, and
(g) seventh, (x) in the case of losses on a Group I Loan, to the Class I
Certificates, other than the Class IP-L 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 and
(y) in the case of losses on a Group II Loan, to the Class II Certificates,
other than the Class IIP-L 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 First Certificate
Trust Certificates by Pro Rata Allocation.
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RECORD DATE: The last Business Day of the month immediately preceding the
month of the related Distribution Date.
REFERENCE BANKS: Barclays Bank PLC, Bankers Trust Company and The Bank of
Tokyo, Ltd. or, if any such bank shall cease to provide quotations for one-month
United States dollar-denominated deposits, any other leading bank with an
established place of business in London engaged in transactions in Eurodollar
deposits in the international Eurocurrency market not controlling, controlled by
or under common control with the Company, designated by the Company from time to
time for the purpose of providing quotations for one-month United States dollar-
denominated deposits.
REGULAR INTEREST CERTIFICATES: (i) with respect to the Mortgage Trust Fund,
the Mortgage Trust Certificates, (ii) with respect to the First Level
Certificate Trust Fund, the First Level Certificate Trust Certificates and (iii)
with respect to the Certificate Trust Fund, the Certificate Trust Certificates.
REMIC: A real estate mortgage investment conduit, as such term is defined
in the Code.
REMIC PROVISIONS: Sections 860A through 860G of the Code, related Code
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.
REMITTANCE RATE: For each Class of Certificates, the per annum rate set
forth as the Remittance Rate for such Class in the Preliminary Statement hereto.
RESIDUAL CERTIFICATES: (i) with respect to the Mortgage Trust Fund, the
Class R-1 Certificates, which are being issued in a single class, (ii) with
respect to the First Level Certificate Trust Fund, the Class R-2 Certificates,
which are being issued in a single class and (iii) with respect to the
Certificate Trust Fund, the Class R Certificates, which are being issued in a
single class. The Class R, Class R-1 and Class R-2 Certificates are hereby
designated the sole Class of "residual interests" in the REMIC related to the
Certificate Trust Fund, Mortgage Trust Fund and First Level Certificate Trust
Fund, respectively, for purposes of Section 860G(a)(2) of the Code.
RESIDUAL DISTRIBUTION AMOUNT: On any Distribution Date, with respect to the
Class R-1 Certificates, any portion of the Mortgage Trust Available Distribution
Amount for a Loan Group remaining after all distributions to the related
Mortgage Trust Certificates and Class R-1 Certificates, or, with respect to the
Class R-2 Certificates, any portion of the First Level Certificate Trust
Available Distribution Amount for a Loan Group remaining after all distributions
to the related First Level Certificate Trust Certificates and Class R-2
Certificates, or, with respect to the Class R Certificates, any portion of the
Certificate Trust Available Distribution Amount for a Loan Group remaining after
all distributions to the related Certificate Trust Certificates and Class R
Certificates. Upon termination of the obligations created by this Agreement and
the Mortgage Trust Fund, First Level Certificate Trust Fund and Certificate
Trust Fund created hereby, the amounts which remain on deposit in the
Certificate Account with respect to the Class R-1 Certificates after payment to
the Holders of the Mortgage Trust Certificates of the amounts set forth in
Section 9.01 of this Agreement, and subject to the conditions set forth therein.
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RESPONSIBLE OFFICER: When used with respect to the Trustee, any officer
assigned to and working in its Corporate Trust Department or similar group and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator of the Cooperative Loan
in the related Cooperative Stock.
SELLING AND SERVICING CONTRACT: (a) The contract (including the PNC
Mortgage Securities Corp. Selling Guide and PNC Mortgage Securities Corp.
Servicing Guide to the extent incorporated by reference therein) between the
Master Servicer and a Person relating to the sale of the Mortgage Loans to the
Company and the servicing of such Mortgage Loans, on behalf of the Master
Servicer for the benefit of the Certificateholders, which contract is
substantially in the form of Exhibit E hereto, as such contract may be amended
or modified; provided, however, that any such amendment or modification shall
not materially adversely affect the interests and rights of Certificateholders;
and (b) any other similar contract providing substantially similar rights and
benefits as those provided by the form of contract attached as Exhibit E hereto.
SENIOR CERTIFICATES: The Class A Certificates that are First Level
Certificate Trust Certificates, Class IP-L, Class IX-L, Class IIP-L, Class
IIX-L, Class R-L and Class R-2 Certificates, collectively.
SENIOR SUBORDINATE CERTIFICATES: The Class B1-L, Class B2-L and Class B3-L
Certificates, collectively.
SERVICER: A mortgage loan servicing institution to which the Master
Servicer has assigned servicing duties with respect to any Mortgage Loan under a
Selling and Servicing Contract; provided, however, the Master Servicer may
designate itself or one or more other mortgage loan servicing institutions as
Servicer upon termination of an initial Servicer's servicing duties.
SERVICING FEE: For each Mortgage Loan, the fee paid to the Servicer thereof
to perform primary servicing functions for the Master Servicer with respect to
such Mortgage Loan, equal to the per annum rate set forth for each Mortgage Loan
in the Mortgage Loan Schedule on the outstanding Principal Balance of such
Mortgage Loan.
SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
SPECIAL HAZARD COVERAGE: The Special Hazard Coverage Initial Amount less
the amount of any scheduled reduction in the amount of Special Hazard Coverage
as follows: on each anniversary of the Cut-Off Date, the Special Hazard Coverage
shall be reduced, but not increased, to an amount equal to the lesser of (1) the
greatest of (a) the aggregate principal balance of the Mortgage Loans located in
the single California zip code area containing the largest aggregate principal
balance of
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the Mortgage Loans, (b) 1% of the aggregate unpaid principal balance of the
Mortgage Loans and (c) twice the unpaid principal balance of the largest single
Mortgage Loan, in each case calculated as of the Due Date in the immediately
preceding month, and (2) the Special Hazard Coverage Initial Amount as reduced
by the Special Hazard Losses allocated to the Certificates since the Cut-Off
Date. Special Hazard Coverage may be reduced upon written confirmation from the
Rating Agency that such reduction will not adversely affect the then current
ratings assigned to the Certificates by the Rating Agency.
SPECIAL HAZARD COVERAGE INITIAL AMOUNT: $2,613,196.
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
---------------------------------- --------------------
January 1997 through December 2001 0%
January 2002 through December 2002 30%
January 2003 through December 2003 40%
January 2004 through December 2004 60%
January 2005 through December 2005 80%
January 2006 and thereafter 100%
STRIPPED INTEREST RATE: For each Mortgage Loan in Loan Group I, the excess,
if any, of the Pass-Through Rate on such Mortgage Loan over 7.000% and for each
Mortgage Loan in Loan Group II, the excess, if any, of the Pass-Through Rate on
such Mortgage Loan over 8.000%.
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SUBORDINATE CERTIFICATES: The Class B1-L, Class B2-L, Class B3-L, Class
B4-L, Class B5-L and Class B6-L Certificates, collectively.
SUBORDINATE LIQUIDATION AMOUNT: The excess, if any, of the aggregate of
Liquidation Principal for all Mortgage Loans which became Liquidated Mortgage
Loans during the Prior Period, over the sum of the Class IA Liquidation Amount
and the Class IIA Liquidation Amount for such Distribution Date.
SUBORDINATE PERCENTAGE: On any Distribution Date for Loan Group I, the
excess of 100% over the Class IA Percentage, and on any Distribution Date for
Loan Group II, the excess of 100% over the Class IIA Percentage.
SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date for Loan Group
I, the excess of 100% over the Class IA Prepayment Percentage, and on any
Distribution Date for Loan Group II, the excess of 100% over the Class IIA
Prepayment Percentage.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: On any Distribution Date, the
excess of (A) the sum of (a) the Subordinate Percentage for Loan Group I of the
Principal Payment Amount for Loan Group I (exclusive of the portion thereof
attributable to principal distributions to the Class IP-L Certificates pursuant
to clause (I)(a)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount"), (b) the Subordinate Percentage for Loan Group
II of the Principal Payment Amount for Loan Group II (exclusive of the portion
thereof attributable to principal distributions to the Class IIP-L Certificates
pursuant to clause (I)(b)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount"), (c) the Subordinate Prepayment Percentage of
the Principal Prepayment Amount for both Loan Groups (exclusive of the portion
thereof attributable to principal distributions to the Class IP-L and Class
IIP-L Certificates pursuant to clauses (I)(a)(i) and (I)(b)(i), respectively, of
the definition of "First Level Certificate Trust Certificate Distribution
Amount") and (d) the Subordinate Liquidation Amount over (B) the sum of (x) the
amounts required to be distributed to the Class IP-L and Class IIP-L
Certificates pursuant to clauses (I)(a)(v) and (I)(a)(vi) and (I)(b)(v) and
(I)(b)(vi), as applicable, of the definition of "First Level Certificate Trust
Certificate Distribution Amount" on such Distribution Date, (y) in the event
that the Class Principal Balance of either the Class IA or Class IIA
Certificates has been reduced to zero, principal paid from the First Level
Certificate Trust Available Distribution Amount of the Loan Group related to
such Class A Certificates to the remaining Class A Certificates as described in
the last sentence of paragraph (I) of the definition of "First Level Certificate
Trust Certificate Distribution Amount" and (z) the amounts in respect of
principal paid from the First Level Certificate Trust Available Distribution
Amount of an Overcollateralized Group to an Undercollateralized Group as
described in the last sentence of paragraph (I) of the definition of "First
Level Certificate Trust Certificate Distribution Amount." On any Distribution
Date, the Subordinate Principal Distribution Amount shall be allocated pro rata,
by Class Principal Balance, among the Classes of Subordinate Certificates and
paid in the order of distribution to such Classes pursuant to clause (I) in the
definition of "First Level Certificate Trust Certificate Distribution Amount"
herein. Notwithstanding the foregoing, on any Distribution Date prior to
distributions on such date, if the Subordination Level for any Class of
Subordinate Certificates is less than such percentage as of the Cut-Off Date,
the pro rata portion of the Subordinate Principal Distribution Amount otherwise
allocable to the Class or Classes junior to such Class will be distributed to
the most senior Class of the Subordinate Certificates for which the
Subordination Level is less than such percentage as of the Cut-Off Date, and to
the Classes of
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Subordinate Certificates senior thereto, pro rata according to
the Class Principal Balances of such Classes. For purposes of this definition
and the definition of "Subordination Level," the relative seniority, from
highest to lowest, of the Classes of Subordinate Certificates shall be as
follows: Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L and
Class B6-L.
SUBORDINATION LEVEL: On any specified date, with respect to any of the
Class B Certificates, the percentage obtained by dividing the sum of the Class
Principal Balances of the Classes of First Level Certificate Trust Certificates
which are subordinate in right of payment to such Class (provided that no Class
of Certificates shall be subordinate in right of payment to the Class B6-L
Certificates) by the aggregate of the Class Principal Balances of all Classes of
First Level Certificate Trust Certificates as of such date prior to giving
effect to distributions of principal or interest or allocations of Realized
Losses on the Mortgage Loans on such date.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
TAX MATTERS PERSON: The Holder of the Class R-1 Certificate, with respect
to the Mortgage Trust Fund, the Class R-2 Certificate, with respect to the First
Level Certificate Trust Fund, and the Class R Certificate, with respect to the
Certificate Trust Fund, in each case having an Authorized Denomination of 0.01%
or any Permitted Transferee of such Class R-1, Class R-2 or Class R
Certificateholder. If the Tax Matters Person for the Mortgage Trust Fund, the
First Level Certificate Trust Fund or the Certificate Trust Fund becomes a
Disqualified Organization, the last preceding Holder of such Authorized
Denomination of the Class R-1, Class R-2 and Class R Certificate, as applicable,
that is not a Disqualified Organization shall be Tax Matters Person for such
trust pursuant to Section 5.01(c). If any Person is appointed as tax matters
person by the Internal Revenue Service pursuant to the Code, such Person shall
be Tax Matters Person.
TERMINATION DATE: As defined in Section 9.01(b).
TERMINATION PAYMENT: As defined in Section 9.01(b).
TRANSFER: As defined in Section 5.01(b).
TRANSFEREE: As defined in Section 5.01(b).
TRANSFEREE AFFIDAVIT AND AGREEMENT: As defined in Section 5.01(c)(i)(B).
TRUSTEE: First Bank National Association, or its successor-in-interest as
provided in Section 8.09, or any successor trustee appointed as herein provided.
UNCOLLECTED INTEREST: With respect to any Distribution Date for any
Mortgage Loan on which a Payoff was made by a Mortgagor during the related
Payoff Period, except for Payoffs received during the period from the first
through the 14th day of the month of such Distribution Date, an amount equal to
one month's interest at the applicable Pass-Through Rate on such Mortgage Loan
less the amount of interest actually paid by the Mortgagor with respect to such
Payoff.
UNCOMPENSATED INTEREST SHORTFALL: With respect to a Loan Group, for any
Distribution Date, the excess, if any, of (i) the sum of (a) aggregate
Uncollected Interest with respect to the Mortgage
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Loans comprising such Loan Group and (b) aggregate Curtailment Shortfall with
respect to the Mortgage Loans comprising such Loan Group over (ii)
Compensating Interest with respect to such Loan Group, which excess for each
Loan Group shall be allocated both (x) to the Classes of Mortgage Trust
Certificates and Class R-1 Certificates related to such Loan Group pro rata
according to the amount of interest accrued thereon in reduction thereof and
(y) in the case of (a) Loan Group I, to the Classes of Class I Certificates,
the Class R-2 Certificates and the Class B Certificates pro rata according to
the amount of interest accrued thereon with respect to Loan Group I in
reduction thereof and (b) Loan Group II, to the Classes of Class II
Certificates and Class B Certificates pro rata according to the amount of
interest accrued thereon with respect to Loan Group II in reduction thereof.
UNDERWRITER: Donaldson, Lufkin & Jenrette Securities Corporation.
UNDERWRITING STANDARDS: The underwriting standards of the Company, Chase
Home Mortgage Corporation, Old Kent Mortgage Co., First Union 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.
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.
15 YEAR-PREMIUM RATE MORTGAGE LOANS: The Mortgage Loans in Loan Group I
having Pass-Through Rates in excess of 7.000% per annum.
30 YEAR-PREMIUM RATE MORTGAGE LOANS: The Mortgage Loans in Loan Group II
having Pass-Through Rates in excess of 8.000% per annum.
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ARTICLE II
CONVEYANCE OF THE TRUST FUNDS; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE MORTGAGE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS.
Concurrently with the execution and delivery hereof, the Company does
hereby irrevocably sell, transfer, assign, set over and otherwise convey to the
Trustee, in trust for the benefit of the Holders of the Mortgage Trust
Certificates and the Class R-1 Certificates, without recourse, all the Company's
right, title and interest in and to the Mortgage Trust Fund, including but not
limited to all scheduled payments of principal and interest due after the
Cut-Off Date and received by the Company with respect to the Mortgage Loans at
any time, and all Principal Prepayments received by the Company after the
Cut-Off Date (such transfer and assignment by the Company to be referred to
herein as the "Conveyance"). The Trustee hereby accepts the trust created hereby
and acknowledges that it holds the Mortgage Loans for the benefit of the Holders
of the Mortgage Trust Certificates and the Class R-1 Certificates issued
pursuant to this Agreement. It is the express intent of the parties hereto that
the Conveyance of the Mortgage Trust Fund to the Trustee by the Company as
provided in this Section 2.01 be, and be construed as, an absolute sale of the
Mortgage Trust Fund. It is, further, not the intention of the parties that such
Conveyance be deemed a pledge of the Mortgage Trust Fund by the Company to the
Trustee to secure a debt or other obligation of the Company. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Trust Fund
is held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the Mortgage Trust
Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the Conveyance provided for in this Section 2.01 shall be deemed
to be a grant by the Company to the Trustee of a security interest in all
of the Company's right, title, and interest, whether now owned or hereafter
acquired, in and to:
(I) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit and
uncertificated securities consisting of, arising from or relating to
any of the property described in (x) and (y) below: (x) the Mortgage
Loans including the Mortgage Notes, related Mortgages, Cooperative
Stock Certificates, Cooperative Leases, and title, hazard and primary
mortgage insurance policies identified on the Mortgage Loan Schedule
as defined herein, including all Substitute Mortgage Loans, and all
distributions with respect thereto payable on and after the Cut-Off
Date; and (y) the Certificate Account, the Investment Account, the
Custodial Account for P&I and the Custodial Account for Reserves,
including all property therein and all income from the investment of
funds therein (including any accrued discount realized on liquidation
of any investment purchased at a discount);
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods,
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letters of credit, advices of credit, uncertificated securities,
and other rights arising from or by virtue of the disposition of,
or collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or
any part of the collateral described in (I) above (including any
accrued discount realized on liquidation of any investment
purchased at a discount); and
(III) All cash and non-cash proceeds of the collateral described
in (I) and (II) above;
(c) the possession by the Trustee of the Mortgage Notes, the
Mortgages, the Security Agreements, Assignments of Proprietary Lease,
Cooperative Stock Certificates, Cooperative Leases and such other goods,
letters of credit, advices of credit, instruments, money, documents,
chattel paper or certificated securities shall be deemed to be "possession
by the secured party," or possession by a purchaser or a person designated
by him or her, for purposes of perfecting the security interest pursuant to
the Uniform Commercial Code (including, without limitation, Sections 9-305,
8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and the Trustee at the direction of the Company shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Mortgage Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. In connection herewith, the
Trustee shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.
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
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use its best efforts to file timely continuation statements, if necessary, with
regard to each financing statement and assignment relating to Cooperative Loans.
In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) cannot be delivered by the
Company to the Trustee prior to or concurrently with the execution and delivery
hereof (due to a delay on the part of the recording office), the Company may, in
lieu of delivering such original documents, deliver to the Trustee a fully
legible reproduction of the original Mortgage or intervening assignment provided
that the related Lender or originator certifies on the face of such
reproduction(s) or copy as follows: "Certified true and correct copy of original
which has been transmitted for recordation." For purposes hereof, transmitted
for recordation means having been mailed or otherwise delivered for recordation
to the appropriate authority. In all such instances, the Company shall transmit
the original recorded Mortgage and any intervening assignments with evidence of
recording thereon (or a copy of such original Mortgage or intervening assignment
certified by the applicable recording office)(collectively, "Recording
Documents") to the Trustee within 270 days after the execution and delivery
hereof. In instances where, due to a delay on the part of the recording office
where any such Recording Documents have been delivered for recordation, the
Recording Documents cannot be delivered to the Trustee within 270 days after
execution and delivery hereof, the Company shall deliver to the Trustee within
such time period a certificate (a "Company Officer's Certificate") signed by the
Chairman of the Board, President, any Vice President or Treasurer of the Company
stating the date by which the Company expects to receive such Recording
Documents from the applicable recording office. In the event that Recording
Documents have still not been received by the Company and delivered to the
Trustee by the date specified in its previous Company Officer's Certificate
delivered to the Trustee, the Company shall deliver to the Trustee by such date
an additional Company Officer's Certificate stating a revised date by which the
Company expects to receive the applicable Recording Documents. This procedure
shall be repeated until the Recording Documents have been received by the
Company and delivered to the Trustee.
In instances where, due to a delay on the part of the title insurer, a copy
of the title insurance policy for a particular Mortgage Loan cannot be delivered
to the Trustee prior to or concurrently with the execution and delivery hereof,
the Company shall provide a copy of such title insurance policy to the Trustee
within 90 days after the Company's receipt of the Recording Documents necessary
to issue such title insurance policy. In addition, the Company shall provide to
the Trustee upon request therefor a duplicate title insurance policy for any
Mortgage Loan.
For Mortgage Loans for which the Company has received a Payoff after the
Cut-Off Date and prior to the date of execution and delivery hereof, the
Company, in lieu of delivering the above documents, herewith delivers to the
Trustee a certification of a Servicing Officer of the nature set forth in
Section 3.10.
The Trustee is authorized, with the Master Servicer's consent, to appoint
any bank or trust company approved by and unaffiliated with each of the Company
and the Master Servicer as Custodian of the documents or instruments referred to
above in this Section 2.01, and to enter into a Custodial Agreement for such
purpose, provided, however, that the Trustee shall be and remain liable for the
acts of any such Custodian only to the extent that it is responsible for its own
acts hereunder.
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The Company and the Trustee agree that the Company, as agent for the Tax
Matters Person, shall, on behalf of the Mortgage Trust Fund, elect to treat the
Mortgage Trust Fund as a REMIC within the meaning of Section 860D of the Code
and, if necessary, under applicable state laws. Such election shall be included
in the Form 1066 and any appropriate state return to be filed on behalf of the
REMIC constituted by the Mortgage Trust Fund for its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Mortgage Trust Fund within the meaning of Section 860G(a)(9)
of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Mortgage Trust Fund are hereby
designated as "regular interests" for purposes of Section 860G(a)(1) of the
Code. The Class R-1 Certificates are being issued in a single Class, which is
hereby designated as the sole class of "residual interests" in the Mortgage
Trust Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Mortgage Trust Fund formed
hereunder shall constitute, and that the affairs of the Mortgage Trust Fund
shall be conducted so as to qualify the Mortgage Trust Fund as a REMIC. In
furtherance of such intention, the Company covenants and agrees that it shall
act as agent for the Tax Matters Person (and the Company is hereby appointed to
act as agent for such Tax Matters Person) on behalf of the Mortgage Trust Fund
and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, a federal tax return using a calendar year as the taxable
year for the Mortgage Trust Fund when and as required by the REMIC Provisions
and other applicable federal income tax laws; (b) make an election, on behalf of
the trust, for the Mortgage Trust Fund to be treated as a REMIC on the federal
tax return of the Mortgage Trust Fund for its first taxable year, in accordance
with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and
forwarded, to the Holders of the Mortgage Trust Certificates and the Class R-1
Certificates, and the Trustee, all information reports as and when required to
be provided to them in accordance with the REMIC Provisions, and make available
the information necessary for the application of Section 860E(e) of the Code;
(d) conduct the affairs of the Mortgage Trust Fund at all times that any
Mortgage Trust Certificates are outstanding so as to maintain the status of the
Mortgage Trust Fund as a REMIC under the REMIC Provisions; (e) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of the Mortgage Trust Fund; and (f) pay the
amount of any federal prohibited transaction penalty taxes imposed on the
Mortgage Trust Fund when and as the same shall be due and payable (but such
obligation shall not prevent the Company or any other appropriate person from
contesting any such tax in appropriate proceedings and shall not prevent the
Company from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings); provided, that the Company shall be entitled to be
indemnified by the Mortgage Trust Fund for any such prohibited transaction
penalty taxes if the Company's failure to exercise reasonable care was not the
primary cause of the imposition of such prohibited transaction penalty taxes.
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
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mortgage" within the meaning of Section 860G(a)(3) of the Code, and the
Company does not repurchase such Mortgage Loan within 90 days of such date,
the Master Servicer, on behalf of the Trustee, shall within 90 days of the
date such defect is discovered sell such Mortgage Loan at such price as the
Master Servicer in its sole discretion, determines to be the greatest price
that will result in the purchase thereof within 90 days of such date, unless
the Master Servicer delivers to the Trustee an Opinion of Counsel to the
effect that continuing to hold such Mortgage Loan will not adversely affect
the status of the electing portion of the Mortgage Trust Fund as a REMIC for
federal income tax purposes.
In the event that any tax is imposed on "prohibited transactions" of the
Mortgage Trust Fund as defined in Section 860F of the Code and not paid by the
Company pursuant to clause (f) of the second preceding paragraph, such tax shall
be charged against amounts otherwise distributable to the Class R-1
Certificateholders. Notwithstanding anything to the contrary contained herein,
the Trustee is hereby authorized to retain from amounts otherwise distributable
to the Class R-1 Certificateholders on any Distribution Date sufficient funds to
reimburse the Company in its capacity as agent for the Tax Matters Person for
the payment of such tax (upon the written request of the Company, to the extent
reimbursable, and to the extent that the Company has not been previously
reimbursed therefor).
Section 2.02. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt (or
with respect to any Mortgage Loan subject to a Custodial Agreement, receipt by
the Custodian thereunder) of the documents (or certified copies thereof as
specified in Section 2.01) referred to in Section 2.01 above, but without having
made the review required to be made within 45 days pursuant to this
Section 2.02, and declares that as of the Closing Date it holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, and the Mortgage Trust Fund, as Trustee in trust, upon the
trusts herein set forth, for the use and benefit of the Holders from time to
time of the Mortgage Trust Certificates and Class R-1 Certificates. The Trustee
agrees, for the benefit of the Holders of the Mortgage Trust Certificates and
the Class R-1 Certificates, to review or cause the Custodian to review each
Mortgage File within 45 days after the Closing Date and deliver to the Company a
certification in the form attached as Exhibit M hereto, to the effect that all
documents required (in the case of instruments described in clauses (X)(vi) and
(Y)(x) of the definition of "Mortgage File," known by the Trustee to be
required) pursuant to the third paragraph of Section 2.01 have been executed and
received, and that such documents relate to the Mortgage Loans identified in the
Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the
purported genuineness and due execution of any such document, and on the
purported genuineness of any signature thereon. The Trustee shall not be
required to make any independent examination of any documents contained in each
Mortgage File 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
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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
representations and warranties of the Company set forth in Section 2.03 hereof
would not have been incorrect had such Substitute Mortgage Loan originally been
a Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective
Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute
Mortgage Loan.
The Purchase Price for each repurchased Mortgage Loan shall be deposited by
the Company in the Certificate Account and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the Trustee
shall release to the Company the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Company or its designee or
assignee title to any Mortgage Loan released pursuant hereto. The obligation of
the Company to repurchase or substitute any Mortgage Loan as to which such a
defect in a constituent document exists shall constitute the sole remedy
respecting such defect available to the Mortgage Trust Certificateholders or the
Class R-1 Certificateholders or the Trustee on behalf of the Mortgage Trust
Certificateholders or the Class R-1 Certificateholders.
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE LOANS. The Company hereby represents and warrants to the Trustee that:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates
respecting which such information is furnished;
(ii) As of the Closing Date, other than with respect to Cooperative
Loans, each Mortgage is a valid and enforceable (subject to Section
2.03(xvi)) first lien on an unencumbered estate in fee simple in the
related Mortgaged Property subject only to (a) liens for current real
property
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taxes and special assessments; (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording such Mortgage, such exceptions
appearing of record being acceptable to mortgage lending institutions
generally or specifically reflected in the appraisal obtained in
connection with the origination of the Mortgage Loan; (c) exceptions
set forth in the title insurance policy relating to such Mortgage,
such exceptions being acceptable to mortgage lending institutions
generally; and (d) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage;
(iii) As of the Closing Date, the Company had good title to, and was
the sole owner of, each Mortgage Loan free and clear of any encumbrance or
lien, and immediately upon the transfer and assignment herein
contemplated, the Trustee shall have good title to, and will be the
sole legal owner of, each Mortgage Loan, free and clear of any
encumbrance or lien (other than any lien under this Agreement);
(iv) As of the day prior to the Cut-Off Date, all payments due on each
Mortgage Loan had been made and no Mortgage Loan had been delinquent
(I.E., was more than 30 days past due) more than once in the preceding
12 months and any such delinquency lasted for no more than 30 days;
(v) As of the Closing Date, there is no late assessment for
delinquent taxes outstanding against any Mortgaged Property;
(vi) As of the Closing Date, there is no offset, defense or
counterclaim to any Mortgage Note, including the obligation of the
Mortgagor to pay the unpaid principal or interest on such Mortgage Note
except to the extent that the Buydown Agreement for a Buydown Loan
forgives certain indebtedness of a Mortgagor;
(vii) As of the Closing Date, each Mortgaged Property is free of
damage and in good repair, ordinary wear and tear excepted;
(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;
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(x) As of the Closing Date, each Mortgage Loan (except the
Cooperative Loans) is covered by an ALTA form or CLTA form of mortgagee
title insurance policy or other form of policy of insurance which, as of
the Closing Date, is acceptable to FNMA or FHLMC, and has been issued
by, and is the valid and binding obligation of, a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the state in
which the related Mortgaged Property is located. Such policy insures the
originator of the Mortgage Loan, its successors and assigns as to the
first priority lien of the Mortgage in the original principal amount of
the Mortgage Loan subject to the exceptions set forth in such policy.
Such policy is in full force and effect and will be in full force and
effect and inure to the benefit of the Mortgage Trust Certificateholders
and Class R-1 Certificateholders upon the consummation of the
transactions contemplated by this Agreement and no claims have been made
under such policy, and no prior holder of the related Mortgage,
including the Company, has done, by act or omission, anything which
would impair the coverage of such policy;
(xi) As of the Closing Date, each Mortgage Loan which had a
Loan-to-Value Ratio at the time of the origination of the Mortgage Loan
in excess of 80% was covered by a Primary Insurance Policy or an FHA
insurance policy or a VA guaranty, and such policy or guaranty is valid
and remains in full force and effect, except for any Mortgage Loan for
which the outstanding Principal Balance thereof at any time subsequent
to origination was 80% or less of the then current value of the related
Mortgaged Property (as determined by an appraisal obtained subsequent to
origination);
(xii) As of the Closing Date, all policies of insurance required by
this Agreement or by a Selling and Servicing Contract have been validly
issued and remain in full force and effect, including such policies
covering the Company or any Servicer;
(xiii) As of the Closing Date, each insurer issuing a Primary Insurance
Policy holds a rating acceptable to the Rating Agency;
(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;
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(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) None of the Mortgage Loans is a Buydown Loan;
(xix) As of the Cut-Off Date, all but approximately 1.4% (by
Principal Balance) of the Mortgage Loans will be secured by
owner-occupied Mortgaged Properties which are the primary residences of
the related Mortgagors, based solely on representations of the
Mortgagors obtained at the origination of the related Mortgage Loans and
approximately 1.4% (by Principal Balance) of the Mortgage Loans will be
secured by owner-occupied Mortgaged Properties which were second or
vacation homes of the Mortgagors, based solely on such representations,
and none of the Mortgage Loans will be secured by Mortgaged Properties
which were investor properties of the related Mortgagors, based solely
on such representations;
(xx) Prior to origination or refinancing, an appraisal of each
Mortgaged Property was made by an appraiser on a form satisfactory to
FNMA or FHLMC;
(xxi) The Mortgage Loans have been underwritten substantially in
accordance with the applicable Underwriting Standards;
(xxii) The information in the Current Report on Form 8-K prepared by
the Company in connection with the Mortgage Loans is correct in every
material respect;
(xxiii) All of the Mortgage Loans have due-on-sale clauses; by the
terms of the Mortgage Notes, however, the due on sale provisions may not
be exercised at the time of a transfer if prohibited by law;
(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;
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(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; and
(xxviii) As of the date of origination, no Mortgage Loan had a
Loan-to-Value Ratio in excess of 125%.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian, as the case may be, and shall continue
throughout the term of this Agreement. Upon discovery by any of the Company, the
Master Servicer, the Trustee or the Custodian of a breach of any of the
foregoing representations and warranties which materially and adversely affects
the interests of the Certificateholders in the related Mortgage Loans, the
Company, the Master Servicer, the Trustee or the Custodian, as the case may be,
discovering such breach shall give prompt written notice to the others. Within
90 days of its discovery or its receipt of notice of breach, the Company shall
repurchase, subject to the limitations set forth in the definition of "Purchase
Price," or substitute for the affected Mortgage Loan or Mortgage Loans or any
property acquired in respect thereof from the Trustee, unless it has cured such
breach in all material respects. After the end of the three-month period
beginning on the "start-up day," any such substitution shall be made only if the
Company provides to the Trustee an Opinion of Counsel reasonably satisfactory to
the Trustee that each Substitute Mortgage Loan will be a "qualified replacement
mortgage" within the meaning of Section 860G(a)(4) of the Code. Such
substitution shall be made in the manner and within the time limits set forth in
Section 2.02. Any such repurchase by the Company shall be accomplished in the
manner and at the Purchase Price, if applicable, but shall not be subject to the
time limits, set forth in Section 2.02. It is understood and agreed that the
obligation of the Company to provide such substitution or to make such
repurchase of any affected Mortgage Loan or Mortgage Loans or any
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property acquired in respect thereof as to which a breach has occurred and is
continuing shall constitute the sole remedy respecting such breach available
to the Mortgage Trust Certificateholders, the Class R-1 Certificateholders or
the Trustee on behalf of the Mortgage Trust Certificateholders and the Class
R-1 Certificateholders.
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES. The Trustee acknowledges the transfer and assignment to
it of the property constituting the Mortgage Trust Fund, but without having made
the review required to be made within 45 days pursuant to Section 2.02, and, as
of the Closing Date, shall cause to be authenticated and delivered to or upon
the order of the Company, in exchange for the property constituting the Mortgage
Trust Fund, the Mortgage Trust Certificates and the Class R-1 Certificates in
Authorized Denominations evidencing the entire beneficial ownership interest in
the Mortgage Trust Fund and relating to the Mortgage Loans.
Section 2.05. CONVEYANCE OF THE FIRST LEVEL CERTIFICATE TRUST FUND; REMIC
ELECTION AND DESIGNATIONS. Concurrently with the execution and delivery hereof,
the Company does hereby agree to irrevocably sell, transfer, assign, set over,
and otherwise convey to the Trustee in trust for the benefit of the First Level
Certificate Trust Certificateholders and the Class R-2 Certificateholders,
without recourse, all the Company's right, title and interest in and to the
First Level Certificate Trust Fund, including all interest and principal
received by the Company on or with respect to the Mortgage Trust Certificates
after the Cut-Off Date. The Trustee hereby accepts the trust created hereby and
acknowledges that it holds the Mortgage Trust Certificates for the benefit of
the holders of the First Level Certificate Trust Certificates and the Class R-2
Certificates issued pursuant to this Agreement. It is the express intent of the
parties hereto that the conveyance of the First Level Certificate Trust Fund to
the Trustee by the Company as provided in this Section 2.05 be, and be construed
as, an absolute sale of the First Level Certificate Trust Fund. It is, further,
not the intention of the parties that such conveyance be deemed a pledge of the
First Level Certificate Trust Fund by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that,
notwithstanding the intent of the parties, the First Level Certificate Trust
Fund is held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the First Level
Certificate Trust Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the conveyance provided for in this Section 2.05 shall be deemed to be
a grant by the Company to the Trustee of a security interest in all of the
Company's right, title, and interest, whether now owned or hereafter acquired,
in and to:
(I) All accounts, contract rights, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and uncertificated securities
consisting of, arising from or relating to any of the property described
below: The Mortgage Trust Certificates, including without limitation all
rights represented thereby in and to (i) the Mortgage Loans including the
Mortgage Notes, the related Mortgages, Cooperative Stock Certificates,
Cooperative Leases, and title, hazard and primary mortgage insurance
policies identified on the Mortgage Loan Schedule as defined in this
Agreement, including all Substitute Mortgage Loans, and all distributions
with respect thereto payable on and after the Cut-Off Date, (ii) the
Certificate Account, the
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Investment Account, the Custodial Account for P&I and the Custodial
Account for Reserves, including all income from the investment of funds
therein (including any accrued discount realized on liquidation of any
investment purchased at a discount), (iii) all property or rights
arising from or by virtue of the disposition of, or collections with
respect to, or insurance proceeds payable with respect to, or claims
against other persons with respect to, all or any part of the collateral
described in (i)-(ii) above (including any accrued discount realized on
liquidation of any investment purchased at a discount), and (iv) all
cash and non-cash proceeds of the collateral described in (i)-(iii)
above;
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, uncertificated
securities and other rights arising from or by virtue of the disposition
of, or collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or any
part of the collateral described in (I) above (including any accrued
discount realized on liquidation of any investment purchased at a
discount); and
(III) All cash and non-cash proceeds of the collateral described in
(I) and (II) above;
(c) the possession by the Trustee of the Mortgage Trust Certificates, and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
"possession by the secured party", or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-305, 8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.
The Company and the Trustee shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the First Level
Certificate Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement. In connection herewith, the
Trustee shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.
In connection with the transfer and assignment described in the first
paragraph of this Section 2.05, the Company shall, concurrently with the
execution and delivery hereof, deliver to, and deposit with, the Trustee the
Mortgage Trust Certificates, which shall on original issuance thereof and at all
times be registered in the name of the Trustee.
The Trustee is authorized, with the Master Servicer's consent, to appoint
any bank or trust company approved by and unaffiliated with each of the Company
and the Master Servicer as Custodian of the documents or instruments referred to
above in this Section 2.05, and to enter into
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a Custodial Agreement for such purpose; provided, however, that the Trustee
shall be and remain liable for actions of any such Custodian only to the
extent it would otherwise be responsible for such acts hereunder.
The Company and the Trustee agree that the Company, on behalf of the First
Level Certificate Trust Fund, shall elect to treat the First Level Certificate
Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if
necessary, under applicable state laws. Such election shall be included in the
Form 1066 and any appropriate state return to be filed on behalf of the REMIC
constituted by the First Level Certificate Trust Fund for its first taxable
year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the First Level Certificate Trust Fund within the meaning of
Section 860G(a)(9) of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the First Level Certificate Trust Fund
are hereby designated as "regular interests" for purposes of Section 860G(a)(1)
of the Code. The Class R-2 Certificates are being issued in a single Class,
which is hereby designated as the sole class of "residual interests" in the
First Level Certificate Trust Fund for purposes of Section 860G(a)(2) of the
Code.
The parties intend that the affairs of the First Level Certificate Trust
Fund formed hereunder shall constitute, and that the affairs of the First Level
Certificate Trust Fund shall be conducted so as to qualify it as, a REMIC. In
furtherance of such intention, the Company covenants and agrees that it shall
act as agent for the Tax Matters Person (and the Company is hereby appointed to
act as Tax Matters Person) on behalf of the First Level Certificate Trust Fund
and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, a federal tax return using a calendar year as the taxable
year for the First Level Certificate Trust Fund when and as required by the
REMIC provisions and other applicable federal income tax laws; (b) make an
election, on behalf of the First Level Certificate Trust Fund, to be treated as
a REMIC on the federal tax return of the First Level Certificate Trust Fund for
its first taxable year, in accordance with the REMIC provisions; (c) prepare and
forward, or cause to be prepared and forwarded, to the First Level Certificate
Trust Certificateholders and the Class R-2 Certificateholders all information
reports as and when required to be provided to them in accordance with the REMIC
provisions; (d) conduct the affairs of the First Level Certificate Trust Fund at
all times that any First Level Certificate Trust Certificates are outstanding so
as to maintain the status of the First Level Certificate Trust Fund as a REMIC
under the REMIC provisions; (e) not knowingly or intentionally take any action
or omit to take any action that would cause the termination of the REMIC status
of the First Level Certificate Trust Fund; and (f) pay the amount of any federal
prohibited transaction penalty taxes imposed on the First Level Certificate
Trust Fund when and as the same shall be due and payable (but such obligation
shall not prevent the Company or any other appropriate person from contesting
any such tax in appropriate proceedings and shall not prevent the Company from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); provided, that the Company shall be entitled to be
indemnified from the First Level Certificate 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.
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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 any tax is imposed on "prohibited transactions" of the
First Level Certificate Trust Fund as defined in Section 860F of the Code and
not paid by the Company pursuant to clause (f) of the preceding paragraph, such
tax shall be charged against amounts otherwise distributable to the Holders of
the Class R-2 Certificates. Notwithstanding anything to the contrary contained
herein, the Company is hereby authorized to retain from amounts otherwise
distributable to the Holders of the Class R-2 Certificates on any Distribution
Date sufficient funds to reimburse the Company for the payment of such tax (to
the extent that the Company has not been previously reimbursed therefor).
Section 2.06. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt of
the Mortgage Trust Certificates referred to in Section 2.05 above and declares
that as of the Closing Date it holds and shall hold such documents, and the
First Level Certificate Trust Fund, as Trustee in trust, upon the trusts herein
set forth, for the use and benefit of all present and future First Level
Certificate Trust Certificateholders and the Class R-2 Certificateholders.
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE TRUST CERTIFICATES. The Company hereby represents and warrants to the
Trustee that:
(i) immediately prior to the transfer and assignment of the
Mortgage Trust Certificates to the Trustee herein contemplated, the
Company had good title to, and was the sole owner and holder of, each
Mortgage Trust Certificate, free and clear of all liens, pledges,
charges or security interests of any nature, and there had been no
other sale or assignment thereof; the Company had full right and
authority, subject to no interest or participation of, or agreement
with, any other party, to sell and assign the same; and immediately
upon such transfer and assignment, the Trustee will have good title
thereto and will be the sole legal owner thereof;
(ii) as of the date of the transfer of the Mortgage Trust
Certificates to the Trustee there is no valid offset, defense or
counterclaim to any Mortgage Trust Certificates;
(iii) each Mortgage Trust Certificate complies in all material
respects with applicable state or federal laws, regulations and other
requirements pertaining to usury; and
(iv) as of the date of the initial issuance of the Mortgage Trust
Certificates, all taxes and government assessments due and owing in
connection with such issuance have been paid.
It is understood and agreed that the representations and warranties
set forth in this Section 2.07 shall survive delivery of the Mortgage Trust
Certificates to the Trustee, or to a Custodian, as the case may be. Upon
discovery by the Company, the Trustee or any Custodian of a breach of any of the
foregoing representations and warranties (referred to herein as a "breach"),
which breach materially and adversely affects the interests of the First Level
Certificate Trust Certificateholders
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in the related Mortgage Trust Certificate, the party discovering such breach
shall give prompt written notice to the others and to the Rating Agency.
Section 2.08. AUTHENTICATION OF FIRST LEVEL CERTIFICATE TRUST
CERTIFICATES AND THE CLASS R-2 CERTIFICATES. The Trustee acknowledges the
transfer and assignment to it of the property constituting the First Level
Certificate Trust Fund and, as of the Closing Date, shall cause to be
authenticated and delivered to or upon the order of the Company, in exchange for
the property constituting the First Level Certificate Trust Fund, First Level
Certificate Trust Certificates and the Class R-2 Certificates in Authorized
Denominations evidencing the entire ownership of the First Level Certificate
Trust Fund.
Section 2.09. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC
ELECTION AND DESIGNATIONS. Concurrently with the execution and delivery hereof,
the Company does hereby agree to irrevocably sell, transfer, assign, set over,
and otherwise convey to the Trustee in trust for the benefit of the Certificate
Trust Certificateholders and the Class R Certificateholders, without recourse,
all the Company's right, title and interest in and to the Certificate Trust
Fund, including all interest and principal received by the Company on or with
respect to the First Level Certificate Trust Certificates after the Cut-Off
Date. The Trustee hereby accepts the trust created hereby and acknowledges that
it holds the First Level Certificate Trust Certificates for the benefit of the
holders of the Certificate Trust Certificates and the Class R Certificates
issued pursuant to this Agreement. It is the express intent of the parties
hereto that the conveyance of the Certificate Trust Fund to the Trustee by the
Company as provided in this Section 2.09 be, and be construed as, an absolute
sale of the Certificate Trust Fund. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Certificate Trust Fund by
the Company to the Trustee to secure a debt or other obligation of the Company.
However, in the event that, notwithstanding the intent of the parties, the
Certificate Trust Fund is held to be the property of the Company, or if for any
other reason this Agreement is held or deemed to create a security interest in
the Certificate Trust Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the conveyance provided for in this Section 2.09 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 below: The First Level Certificate Trust
Certificates, including without limitation all rights represented
thereby in and to the Mortgage Trust Certificates, including without
limitation all rights represented thereby in and to (i) the Mortgage
Loans including the Mortgage Notes, the related Mortgages, Cooperative
Stock Certificates, Cooperative Leases, and title, hazard and primary
mortgage insurance policies identified on the Mortgage Loan Schedule
as defined in this Agreement, including all Substitute Mortgage Loans,
and all distributions with respect thereto payable on and after the
Cut-Off Date, (ii) the Certificate Account, the Investment Account,
the Custodial Account for P&I and the Custodial Account for Reserves,
including all income from the investment of funds
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therein (including any accrued discount realized on liquidation of
any investment purchased at a discount), (iii) all property or
rights arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or
any part of the collateral described in (i)-(ii) above (including
any accrued discount realized on liquidation of any investment
purchased at a discount), and (iv) all cash and non-cash proceeds
of the collateral described in (i)-(iii) above;
(II) All accounts, contract rights, general intangibles,
chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of
credit, uncertificated securities and other rights arising from or
by virtue of the disposition of, or collections with respect to, or
insurance proceeds payable with respect to, or claims against other
persons with respect to, all or any part of the collateral
described in (I) above (including any accrued discount realized on
liquidation of any investment purchased at a discount); and
(III) All cash and non-cash proceeds of the collateral
described in (I) and (II) above;
(c) the possession by the Trustee of the First Level Certificate Trust
Certificates, and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities shall
be deemed to be "possession by the secured party", or possession by a
purchaser or a person designated by him or her, for purposes of perfecting
the security interest pursuant to the Uniform Commercial Code (including,
without limitation, Sections 9-305, 8-313 or 8-321 thereof) as in force in
the relevant jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and the Trustee shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Certificate Trust
Fund, such security interest would be deemed to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. In connection herewith, the Trustee shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
In connection with the transfer and assignment described in the first
paragraph of this Section 2.09, the Company shall, concurrently with the
execution and delivery hereof, deliver to, and deposit with, the Trustee the
First Level Certificate Trust Certificates, which shall on original issuance
thereof and at all times be registered in the name of the Trustee.
The Trustee is authorized, with the Master Servicer's consent, to
appoint any bank or trust company approved by and unaffiliated with each of the
Company and the Master Servicer as Custodian of the documents or instruments
referred to above in this Section 2.09, and to enter into a Custodial Agreement
for such purpose; provided, however, that the Trustee shall be and remain
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liable for actions of any such Custodian only to the extent it would
otherwise be responsible for such acts hereunder.
The Company and the Trustee agree that the Company, on behalf of the
Certificate Trust Fund, shall elect to treat the Certificate Trust Fund as a
REMIC within the meaning of Section 860D of the Code and, if necessary, under
applicable state laws. Such election shall be included in the Form 1066 and
any appropriate state return to be filed on behalf of the REMIC constituted
by the Certificate Trust Fund for its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Certificate Trust Fund within the meaning of Section
860G(a)(9) of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Certificate Trust Fund are
hereby designated as "regular interests" for purposes of Section 860G(a)(1)
of the Code. The Class R Certificates are being issued in a single Class,
which is hereby designated as the sole class of "residual interests" in the
Certificate Trust Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Certificate Trust Fund formed
hereunder shall constitute, and that the affairs of the Certificate Trust
Fund shall be conducted so as to qualify it as, a REMIC. In furtherance of
such intention, the Company covenants and agrees that it shall act as agent
for the Tax Matters Person (and the Company is hereby appointed to act as Tax
Matters Person) on behalf of the Certificate Trust Fund and that in such
capacity it shall: (a) prepare and file, or cause to be prepared and filed, a
federal tax return using a calendar year as the taxable year for the
Certificate Trust Fund when and as required by the REMIC provisions and other
applicable federal income tax laws; (b) make an election, on behalf of the
Certificate Trust Fund, to be treated as a REMIC on the federal tax return of
the Certificate Trust Fund for its first taxable year, in accordance with the
REMIC provisions; (c) prepare and forward, or cause to be prepared and
forwarded, to the Certificate Trust Certificateholders and the Class R
Certificateholders all information reports as and when required to be
provided to them in accordance with the REMIC provisions; (d) conduct the
affairs of the Certificate Trust Fund at all times that any Certificate Trust
Certificates are outstanding so as to maintain the status of the Certificate
Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of the Certificate Trust Fund; and (f) pay
the amount of any federal prohibited transaction penalty taxes imposed on the
Certificate Trust Fund when and as the same shall be due and payable (but
such obligation shall not prevent the Company or any other appropriate person
from contesting any such tax in appropriate proceedings and shall not prevent
the Company from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings); provided, that the Company shall be
entitled to be indemnified from the Certificate Trust Fund for any such
prohibited transaction 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.
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.
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In the event that any tax is imposed on "prohibited transactions" of the
Certificate Trust Fund as defined in Section 860F of the Code and not paid by
the Company pursuant to clause (f) of the preceding paragraph, such tax shall
be charged against amounts otherwise distributable to the Holders of the
Class R Certificates. Notwithstanding anything to the contrary contained
herein, the Company is hereby authorized to retain from amounts otherwise
distributable to the Holders of the Class R Certificates on any Distribution
Date sufficient funds to reimburse the Company for the payment of such tax
(to the extent that the Company has not been previously reimbursed therefor).
Section 2.10. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt
of the First Level Certificate Trust Certificates referred to in Section 2.09
above and declares that as of the Closing Date it holds and shall hold such
documents, and the Certificate Trust Fund, as Trustee in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificate Trust Certificateholders and the Class R Certificateholders.
Section 2.11. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE FIRST LEVEL CERTIFICATE TRUST CERTIFICATES. The Company hereby represents
and warrants to the Trustee that:
(i) immediately prior to the transfer and assignment of the First
Level Certificate Trust Certificates to the Trustee herein contemplated,
the Company had good title to, and was the sole owner and holder of,
each First Level Certificate Trust Certificate, free and clear of all
liens, pledges, charges or security interests of any nature, and there
had been no other sale or assignment thereof; the Company had full right
and authority, subject to no interest or participation of, or agreement
with, any other party, to sell and assign the same; and immediately upon
such transfer and assignment, the Trustee will have good title thereto
and will be the sole legal owner thereof;
(ii) as of the date of the transfer of the First Level Certificate
Trust Certificates to the Trustee there is no valid offset, defense or
counterclaim to any First Level Certificate Trust Certificates;
(iii) each First Level Certificate Trust Certificate complies in
all material respects with applicable state or federal laws, regulations
and other requirements pertaining to usury; and
(iv) as of the date of the initial issuance of the First Level
Certificate Trust Certificates, all taxes and government assessments due
and owing in connection with such issuance have been paid.
It is understood and agreed that the representations and warranties
set forth in this Section 2.11 shall survive delivery of the First Level
Certificate Trust Certificates to the Trustee, or to a Custodian, as the case
may be. Upon discovery by the Company, the Trustee or any Custodian of a breach
of any of the foregoing representations and warranties (referred to herein as a
"breach"), which breach materially and adversely affects the interests of the
Certificate Trust Certificateholders in the related First Level Certificate
Trust Certificate, the party discovering such breach shall give prompt written
notice to the others and to the Rating Agency.
Section 2.12. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND
THE CLASS R CERTIFICATES. The Trustee acknowledges the transfer and assignment
to it of the property constituting the
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Certificate Trust Fund and, as of the Closing Date, shall cause to be
authenticated and delivered to or upon the order of the Company, in exchange
for the property constituting the Certificate Trust Fund, Certificate Trust
Certificates and the Class R Certificates in Authorized Denominations
evidencing the entire ownership of the Certificate Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. The Company shall
act as Master Servicer to service and administer the Mortgage Loans on behalf
of the Trustee and for the benefit of the Certificateholders in accordance
with the terms hereof and 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 Mortgage Trust Fund, the First Level Certificate Trust Fund or the
Certificate Trust Fund, as applicable, on behalf of the Trustee in order to
enforce the terms of the Mortgage Notes. The Master Servicer may perform its
master servicing responsibilities through agents or independent contractors,
but shall not thereby be released from any of its responsibilities hereunder
and the Master Servicer shall diligently pursue all of its rights against
such agents or independent contractors.
The Master Servicer shall make reasonable efforts to collect or cause to
be collected all payments called for under the terms and provisions of the
Mortgage Loans and shall, to the extent such procedures shall be consistent
with this Agreement and the terms and provisions of any Primary Insurance
Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy,
and federal flood insurance, cause to be followed such collection procedures
as are followed with respect to mortgage loans comparable to the Mortgage
Loans and held in portfolios of responsible mortgage lenders in the local
areas where each Mortgaged Property is located. The Master Servicer shall
enforce "due-on-sale" clauses with respect to the Mortgage Loans, to the
extent permitted by law, subject to the provisions set forth in Section 3.08.
Consistent with the foregoing, the Master Servicer may in its discretion
(i) waive or cause to be waived any assumption fee or late payment charge in
connection with the prepayment of any Mortgage Loan and (ii) only upon
determining that the coverage of any applicable insurance policy or guaranty
related to a Mortgage Loan will not be materially adversely affected, arrange
a schedule, running for no more than 180 days after the first delinquent Due
Date, for payment of any delinquent installment on any Mortgage Note or for
the liquidation of delinquent items. The Master Servicer shall have the
right, but not the obligation, to repurchase any delinquent Mortgage Loan 90
days after the first delinquent Due Date for an amount equal to its Purchase
Price; PROVIDED, HOWEVER, that the aggregate Purchase Price of Mortgage Loans
so repurchased shall not exceed one-half of one percent (0.50%) of the
aggregate Principal Balance of all Mortgage Loans as of the Cut-Off Date.
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The Master Servicer is hereby authorized and empowered by the Trustee to
execute and deliver or cause to be executed and delivered on behalf of the
Mortgage Trust Certificateholders, the Class R-1 Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release, discharge or modification,
assignments of Mortgages and endorsements of Mortgage Notes in connection
with refinancings (in jurisdictions where such assignments are the customary
and usual standard of practice of mortgage lenders) and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Trustee shall furnish the Master Servicer, at the
Master Servicer's direction, with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to carry out its
supervisory, servicing and administrative duties under this Agreement.
The Master Servicer and each Servicer shall obtain (to the extent
generally commercially available from time to time) and maintain fidelity
bond and errors and omissions coverage acceptable to FNMA or FHLMC with
respect to their obligations under this Agreement and the applicable Selling
and Servicing Contract, respectively. The Master Servicer or each Servicer,
as applicable, shall establish escrow accounts for, or pay when due (by means
of an advance), any tax liens in connection with the Mortgaged Properties
that are not paid by the Mortgagors when due to the extent that any such
payment would not constitute a Nonrecoverable Advance when made.
Notwithstanding the foregoing, the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of
the Code (including any proposed, temporary or final regulations promulgated
thereunder) (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is treated as a Principal Prepayment
or in a default situation) and cause any of the three REMICs to fail to
qualify as such under the Code. The Master Servicer shall be entitled to
approve a request from a Mortgagor for a partial release of the related
Mortgaged Property, the granting of an easement thereon in favor of another
Person, any alteration or demolition of the related Mortgaged Property or
other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that the Trust Fund would not fail to continue to qualify as a REMIC
under the Code as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the startup day would be imposed on
any of the three REMICs as a result thereof.
Section 3.02. CUSTODIAL ACCOUNTS. The Master Servicer shall cause to be
established and maintained Custodial Accounts for P&I, Buydown Fund Accounts
(if any) and special Custodial Accounts for Reserves and shall deposit or
cause to be deposited therein daily the amounts related to the Mortgage Loans
required by the Selling and Servicing Contracts to be so deposited. Proceeds
received with respect to individual Mortgage Loans from any title, hazard, or
FHA insurance policy, VA guaranty, Primary Insurance Policy, or other
insurance policy covering such Mortgage Loans shall be deposited first in the
Custodial Account for Reserves if required for the restoration or repair of
the related Mortgaged Property. Proceeds from such insurance policies not so
deposited in the Custodial Account for Reserves shall be deposited in the
Custodial Account for P&I, and shall be applied to the balances of the
related Mortgage Loans as payments of interest and principal.
The Master Servicer is hereby authorized to make withdrawals from and to
draft the Custodial Accounts for P&I and the Custodial Account for Reserves
for the purposes required or
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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, Section 4.05 or Section 4.09 of this Agreement, as applicable.
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS.
(a) Not later than the Withdrawal Date, the Master Servicer shall
withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I,
for deposit in the Certificate Account or Investment Account at the Master
Servicer's option, in an amount representing:
(i) Scheduled installments of principal and interest on the
Mortgage Loans received or advanced by the applicable Servicer which
were due on the Due Date prior to such Withdrawal Date, net of Servicing
Fees due the applicable Servicer and less any amounts to be withdrawn
later by the applicable Servicer from the applicable Buydown Fund
Accounts;
(ii) Payoffs and the proceeds of other types of liquidations of
Mortgage Loans received by the applicable Servicer for such Mortgage
Loans during the applicable period, with interest to the date of Payoff
or liquidation less any amounts to be withdrawn later by the applicable
Servicer from the applicable Buydown Fund Accounts; and
(iii) Curtailments received by the applicable Servicer in the Prior
Period.
In addition, the Master Servicer may, at its option, withdraw or
direct the withdrawal, for deposit in the Investment Account, of any funds in
the Certificate Account to be distributed on the related Distribution Date.
At its option, the Master Servicer may invest funds withdrawn from the
Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and
Liquidation Proceeds previously received by the Master Servicer (including
amounts paid by the Company in respect of any Purchase
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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.
Section 3.04. THE CERTIFICATE ACCOUNT. Not later than the Business
Day prior to the related Distribution Date, the Master Servicer shall deposit
the amounts previously deposited into the Investment Account (which may include
a deposit of Eligible Investments) to which the Mortgage Trust
Certificateholders and the Class R-1 Certificateholders are entitled into the
Certificate Account. In addition, not later than the Business Day prior to the
Distribution Date, the Master Servicer shall deposit into the Certificate
Account any Monthly P&I Advances or other payments required to be made by the
Master Servicer pursuant to Section 4.03 of this Agreement and any Insurance
Proceeds or Liquidation Proceeds (including amounts paid by the Company in
respect of any Purchase Obligation or in connection with the exercise of its
option to terminate this Agreement pursuant to Section 9.01) not previously
deposited in the Custodial Accounts for P&I or the Investment Account.
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE BUYDOWN FUND ACCOUNTS.
(a) The Master Servicer is authorized to make withdrawals, from time
to time, from the Certificate Account or the Custodial Account for P&I, as
applicable, of amounts deposited therein in respect of the Certificates, as
follows:
(i) To reimburse itself or the applicable Servicer for Monthly
P&I Advances made pursuant to Section 4.03 or a Selling and Servicing
Contract, the Master Servicer's right to reimburse itself or such
Servicer pursuant to this paragraph (i) being limited to amounts
received on particular Mortgage Loans (including, for this purpose,
Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of principal and/or interest respecting which any such
Monthly P&I Advance was made;
(ii) To reimburse itself or the applicable Servicer for amounts
expended by or for the account of the Master Servicer pursuant to
Section 3.09 or amounts expended by such Servicer pursuant to the
Selling and Servicing Contracts in connection with the restoration
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of property damaged by an Uninsured Cause or in connection with the
liquidation of a Mortgage Loan;
(iii) To pay to itself the Master Servicing Fee (net of
Compensating Interest reduced by Payoff Earnings and Payoff Interest) as
to which no prior withdrawals from funds deposited by the Master
Servicer have been made;
(iv) To reimburse itself or the applicable Servicer for advances
which the Master Servicer has determined to be Nonrecoverable Advances;
(v) To pay to itself reinvestment earnings deposited or earned in
the Certificate Account (net of reinvestment losses) to which it is
entitled and to reimburse itself for expenses incurred by and
reimbursable to it pursuant to Section 6.03;
(vi) To deposit amounts in the Investment Account representing
amounts in the Certificate Account not required to be on deposit therein
at the time of such withdrawal; and
after making or providing for the above withdrawals
(vii) To make payments to Certificateholders on behalf of the
Trustee in the amounts and in the manner provided for in Section 4.01,
Section 4.05 and Section 4.07 and as otherwise required or permitted by
this Agreement; and
(viii) To clear and terminate the Certificate Account pursuant to
Section 9.01.
Since, in connection with withdrawals pursuant to paragraphs (i) and (ii),
the Master Servicer's entitlement thereto is limited to collections or other
recoveries on the related Mortgage Loan, the Master Servicer or the applicable
Servicer shall keep and maintain separate accounting for each Mortgage Loan, for
the purpose of justifying any such withdrawals.
(b) The Master Servicer (or the applicable Servicer, if such Servicer holds
and maintains a Buydown Fund Account) is authorized to make withdrawals, from
time to time, from the Buydown Fund Account or Custodial Account for P&I of the
following amounts of Buydown Funds:
(i) to deposit each month in the Investment Account the amount
necessary to supplement payments received on Buydown Loans;
(ii) in the event of a Payoff of any Mortgage Loan having a
related Buydown Fund, to apply amounts remaining in Buydown Fund
Accounts to reduce the required amount of such principal Payoff (or, if
the Mortgagor has made a Payoff, to refund such remaining Buydown Fund
amounts to the Person entitled thereto);
(iii) in the event of foreclosure or liquidation of any Mortgage
Loan having a Buydown Fund, to deposit remaining Buydown Fund amounts in
the Investment Account as Liquidation Proceeds; and
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(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 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
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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.
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
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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 Mortgage Trust Fund shall not acquire any real property (or personal
property incident to such real property) except in connection with a default
or imminent default of a Mortgage Loan. In the event that the Mortgage Trust
Fund acquires any real property (or personal property incident to such real
property) in connection with a default or imminent default of a Mortgage
Loan, such property shall be disposed of by the Master Servicer within two
years after its acquisition by the Master Servicer for the Mortgage Trust
Fund, unless the Master Servicer provides to the Trustee an Opinion of
Counsel to the effect that the holding by the Mortgage Trust Fund of such
Mortgaged Property subsequent to two years after its acquisition will not
result in the imposition of taxes on "prohibited transactions" of the
Mortgage Trust Fund as defined in Section 860F of the Code or cause the
Mortgage Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding. The Master Servicer shall manage, conserve,
protect and operate each such property for the Certificateholders solely for
the purpose of its prompt disposition and sale in a manner which does not
cause such property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any
"income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions. Pursuant to its efforts to
sell such property, the Master Servicer shall either itself or through an
agent selected by the Master Servicer protect and conserve such property in
the same manner and to such extent as is customary in the locality where such
property is located and may, incident to its conservation and protection of
the interests of the Certificateholders, rent the same, or any part thereof,
as the Master Servicer deems to be in the best interest of the Master
Servicer and the Certificateholders for the period prior to the sale of such
property. Additionally, the Master Servicer shall perform the tax withholding
and shall file information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of foreclosures and
abandonments of any Mortgaged Property and the information returns relating
to cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and
deliver to the Trustee an Officers' Certificate on or before March 31 of each
year stating that such reports have been filed. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by
Sections 6050H, 6050J and 6050P of the Code.
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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 any of the three REMICs, the Mortgage Trust
Fund, the Certificate Trust Fund or the depositor. In the event the Trustee
withholds any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder.
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon the
Payoff or scheduled maturity of any Mortgage Loan, the Master Servicer shall
cause such final payment to be immediately deposited in the related Custodial
Account for P&I or the Investment Account. Upon notice thereof, the Master
Servicer shall promptly notify the Trustee by a certification (which
certification shall include a statement to the effect that all amounts
received in connection with such payment which are required to be deposited
in either such account have been so deposited) of a Servicing Officer and
shall request delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall, not later than the fifth
succeeding Business Day, release the related Mortgage File to the Master
Servicer or the applicable Servicer indicated in such request. With any such
Payoff or other final payment, the Master Servicer is authorized to prepare
for and procure from the trustee or mortgagee under the Mortgage which
secured the Mortgage Note a deed of full reconveyance or other form of
satisfaction or assignment of Mortgage and endorsement of Mortgage Note in
connection with a refinancing covering the Mortgaged Property, which
satisfaction, endorsed Mortgage Note or assigning document shall be delivered
by the Master Servicer to the person or persons entitled thereto. No expenses
incurred in connection with such satisfaction or assignment shall be payable
to the Master Servicer by the Trustee or from the Certificate Account, the
Investment Account or the related Custodial Account for P&I. From time to
time as appropriate for the servicing or foreclosure of any Mortgage Loan,
including, for this purpose, collection under any Primary Insurance Policy,
the Trustee shall, upon request of the Master Servicer and delivery to it of
a trust receipt signed by a Servicing Officer, release not later than the
fifth Business Day following the date of receipt of such request the related
Mortgage File to the Master Servicer or the related Servicer as indicated by
the Master Servicer and shall execute such documents as shall be necessary to
the prosecution of any such proceedings. Such trust receipt shall obligate
the Master Servicer to return the Mortgage File to the Trustee when the need
therefor by the Master Servicer no longer exists, unless the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a
Servicing Officer similar to that herein above specified, the trust receipt
shall be released by the Trustee to the Master Servicer.
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS. As
compensation for its activities hereunder, the Master Servicer shall be
entitled to withdraw from the Certificate Account the amounts provided for by
Section 3.05(a)(iii). The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder,
including the Trustee's fees and shall not be entitled to reimbursement
therefor, except as specifically provided herein.
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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; CERTIFICATE ACCOUNT STATEMENT.
Not later than 15 days after each Distribution Date, the Master Servicer
shall forward to the Trustee a statement, certified by a Servicing Officer,
setting forth the status of the Certificate Account as of the close of
business on such Distribution Date and showing, for the period covered by
such statement, the aggregate of deposits into and withdrawals from the
Certificate Account for each category of deposit specified in Section 3.04
and each category of withdrawal specified in Section 3.05, and stating that
all distributions required by this Agreement have been made (or if any
required distribution has not been made, specifying the nature and amount
thereof). Such statement shall be provided to any Certificateholder upon
request or by the Trustee to any Certificateholder at the expense of the
Master Servicer and shall also, to the extent available, include information
regarding delinquencies on the Mortgage Loans, indicating the number and
aggregate Principal Balance of Mortgage Loans which are one, two, three or
more months delinquent, the number and aggregate Principal Balance of
Mortgage Loans with respect to which foreclosure proceedings have been
initiated and the book value of any Mortgaged Property acquired by the
Mortgage Trust Fund through foreclosure, deed in lieu of foreclosure or other
exercise of the Mortgage Trust Fund's security interest in the Mortgaged
Property.
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer
shall deliver to the Trustee, on or before April 30 of each year, beginning
with the first April 30 succeeding the Cut-Off Date by at least six months,
an Officer's Certificate stating as to the signer thereof, that (i) a review
of the activities of the Master Servicer during the preceding calendar year
and performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof. Copies of such statement
shall be provided by the Master Servicer to Certificateholders upon request
or by the Trustee (solely to the extent that such copies are available to the
Trustee) at the expense of the Master Servicer, should the Master Servicer
fail to so provide such copies.
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS. In the event that the Certificates are legal
for investment by federally-insured savings associations, the Master Servicer
shall provide to the OTS, the FDIC and the supervisory agents and examiners
of the OTS and the FDIC access to the documentation regarding the Mortgage
Loans required by applicable regulations of the OTS or the FDIC, as
applicable, and shall in any event provide such access to the documentation
regarding the Mortgage Loans to the Trustee and its representatives, such
access being afforded without charge, but only upon reasonable request and
during normal business hours at the offices of the Master Servicer designated
by it.
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Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before April 30 of each year, beginning with the first April 30
succeeding the Cut-Off Date by at least six months, the Master Servicer, at
its expense, shall cause a firm of independent public accountants to furnish
a statement to the Trustee to the effect that, in connection with the firm's
examination of the Master Servicer's financial statements as of the previous
December 31, nothing came to their attention that indicated that the Master
Servicer was not in compliance with Section 3.02, Section 3.03, Section 3.04,
Section 3.05, Section 3.11, Section 3.12 and Section 3.13 of this Agreement,
except for (i) such exceptions as such firm believes to be immaterial, and
(ii) such other exceptions as are set forth in such statement.
Section 3.16. [RESERVED.]
Section 3.17. [RESERVED.]
Section 3.18. [RESERVED.]
Section 3.19. [RESERVED.]
Section 3.20. [RESERVED.]
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING
CONTRACTS BY TRUSTEE. In the event the Company or any successor Master
Servicer shall for any reason no longer be the Master Servicer (including by
reason of an Event of Default), the Trustee as trustee hereunder or its
designee shall thereupon assume all of the rights and obligations of the
Master Servicer under the Selling and Servicing Contracts with respect to the
Mortgage Loans in the Mortgage Pool unless the Trustee elects to terminate
the Selling and Servicing Contracts with respect to the Mortgage Loans in the
Mortgage Pool in accordance with the terms thereof. The Trustee, its designee
or the successor servicer for the Trustee shall be deemed to have assumed all
of the Master Servicer's interest therein with respect to the Mortgage Loans
and to have replaced the Master Servicer as a party to the Selling and
Servicing Contracts to the same extent as if the rights and duties under the
Selling and Servicing Contracts relating to the Mortgage Loans had been
assigned to the assuming party, except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Selling and
Servicing Contracts with respect to the Master Servicer's duties to be
performed prior to its termination hereunder.
The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to the
Selling and Servicing Contracts and the Mortgage Loans then being serviced
and an accounting of amounts collected and held by it and otherwise use its
best efforts to effect the orderly and efficient transfer of the rights and
duties under the Selling and Servicing Contracts relating to the Mortgage
Loans to the assuming party.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. MORTGAGE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly appointed Paying
Agent) (i) shall be deemed to have distributed from the Certificate Account
the Mortgage Trust Certificate Distribution Amount to the Mortgage Trust
Certificateholders and to have deposited such amount for their benefit into
the Certificate Account and (ii) from the Certificate Account shall
distribute to the Class R-1 Certificateholders the sum of (a) Excess
Liquidation Proceeds and (b) the amounts to be distributed to the Class R-1
Certificateholders pursuant to the definition of "Mortgage Trust Certificate
Distribution Amount" herein for such Distribution Date, all in accordance
with written statements received from the Master Servicer pursuant to Section
4.03(b), by wire transfer in immediately available funds for the account of
each Certificateholder, or by any other means of payment acceptable to each
Mortgage Trust Certificateholder and Class R-1 Certificateholder of record on
the immediately preceding Record Date (other than as provided in Section 9.01
respecting the final distribution), as specified by each such
Certificateholder and at the address of such Holder appearing in the
Certificate Register. Notwithstanding any other provision of this Agreement,
no actual distributions pursuant to clause (i) of this Section 4.01(a) shall
be made on account of the deemed distributions described in this paragraph
except in the event of a liquidation of the Certificate Trust Fund and the
First Level Certificate Trust Fund and not the Mortgage Trust Fund.
(b) All reductions in the Certificate Principal Balance of a Mortgage
Trust Certificate effected by distributions of principal or allocations of
Realized Losses with respect to Mortgage Loans made on any Distribution Date
shall be binding upon all Holders of such Mortgage Trust Certificate and of
any Certificate issued upon the registration of transfer or exchange therefor
or in lieu thereof, whether or not such distribution is noted on such
Mortgage Trust Certificate. The final distribution of principal of each
Mortgage Trust Certificate (and the final distribution with respect to the
Class R-1 Certificates upon termination of the Mortgage Trust Fund) shall be
payable in the manner provided above only upon presentation and surrender
thereof on or after the Distribution Date therefor at the office or agency of
the Certificate Registrar specified in the notice delivered pursuant to
Section 4.01(c)(ii) or Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments
on the Mortgage Loans and Insurance Proceeds and Liquidation Proceeds
received and expected to be received during the previous calendar month, the
Master Servicer has notified the Trustee that it believes that the entire
remaining unpaid Class Principal Balance of any Class of Mortgage Trust
Certificates will become distributable on the next Distribution Date, the
Trustee, as Holder of the Mortgage Trust Certificates, will be deemed to have
notice that:
(i) each such Mortgage Trust Certificate is to be so retired,
(ii) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
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(ii) if such funds are available, (A) such final distribution will
be payable on such Distribution Date, but only upon cancellation of such
Mortgage Trust Certificate by the Trustee, and (B) no interest shall
accrue on such Mortgage Trust Certificate after such Distribution Date.
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS. With
each distribution from the Certificate Account on a Distribution Date, the
Master Servicer shall prepare and forward to the Trustee (and to the Company if
the Company is no longer acting as Master Servicer), and the Trustee shall
forward to each Mortgage Trust Certificateholder and Class R-1
Certificateholder, a statement setting forth, to the extent applicable, the
amount of such distribution that represents principal, if any, and the amount
that represents interest, and such Certificateholder's current Certificate
Principal Balance, if any, after giving effect to the distribution of principal
made on such Distribution Date.
Upon request by any Mortgage Trust Certificateholder or Class R-1
Certificateholder or the Trustee, the Master Servicer shall forward to such
Certificateholder, the Trustee, and the Company (if the Company is no longer
acting as Master Servicer), an additional report which sets forth with respect
to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of ortgage Loans
with respect to which foreclosure proceedings ave been initiated, and
(ii) number, aggregate book value nd aggregate Principal Balance of
Mortgaged Properties cquired through foreclosure, deed in lieu of
foreclosure or ther exercise of rights respecting the Trustee's security
nterest in the Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Class
Y-1, Class Y-2, Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class
IIP-M, Class IIX-M and Class R-1 Certificates remaining as of the close
of business on the applicable Determination Date;
(d) The amount of Bankruptcy Coverage available to the Class Y-1,
Class Y-2, Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class IIP-M,
Class IIX-M and Class R-1 Certificates remaining as of the close of
business on the applicable Determination Date;
(e) The amount of Fraud Coverage available to the Class Y-1, Class
Y-2, Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class IIP-M, Class
IIX-M and Class R-1 Certificates remaining as of the close of business
on the applicable Determination Date; and
(f) The amount of Realized Losses allocable to the Mortgage Trust
Certificates and Class R-1 Certificates on the related Distribution Date
and the cumulative amount of Realized Losses allocated to such
Certificates since the Cut-Off Date.
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Upon request by any Mortgage Trust Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A of the Securities Act.
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS
TO THE TRUSTEE.
(a) To the extent described below, the Master Servicer is obligated to
advance its own funds to the Certificate Account to cover any shortfall between
(i) payments scheduled to be received in respect of the Mortgage Loans, and
(ii) the amounts actually deposited in the Certificate Account on account of
such payments. The Master Servicer's obligation to make any advance or advances
described in this Section 4.03 is effective only to the extent that such advance
is, in the good faith judgment of the Master Servicer made on or before the
Business Day immediately following the Withdrawal Date, reimbursable from
Insurance Proceeds or Liquidation Proceeds of the related Mortgage Loans or
recoverable as late Monthly Payments with respect to the related Mortgage Loans
or otherwise.
Prior to the close of business on the Business Day immediately following
each Withdrawal Date, the Master Servicer shall determine whether or not it
will make a Monthly P&I Advance on the next succeeding Distribution Date (in
the event that the applicable Servicer fails to make such advances) and shall
furnish a statement to the Trustee, the Paying Agent, if any, and to any
Mortgage Trust Certificateholder, First Level Certificate Trust
Certificateholder, Certificate Trust Certificateholder or Residual
Certificateholder requesting the same, setting forth the aggregate amount to
be distributed on the next succeeding Distribution Date on account of
principal and interest, stated separately. In the event that full scheduled
amounts of principal and interest shall not have been received by or on
behalf of the Master Servicer prior to such Determination Date and the Master
Servicer shall have determined that a Monthly P&I Advance shall be made in
accordance with this Section 4.03, the Master Servicer shall so specify and
shall specify the aggregate amount of such advance.
In the event that the Master Servicer shall be required to make a
Monthly P&I Advance, it shall on the Business Day prior to the related
Distribution Date either (i) deposit in the Certificate Account an amount
equal to such Monthly P&I Advance, (ii) make an appropriate entry in the
records of the Certificate Account that funds in such account being held for
future distribution or withdrawal have been, as permitted by this Section
4.03, used by the Master Servicer to make such Monthly P&I Advance, or (iii)
make advances in the form of any combination of (i) and (ii) aggregating the
amount of such Monthly P&I Advance. Any funds being held for future
distribution to Certificateholders and so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on the Business Day
immediately preceding any future Distribution Date to the extent that funds
in the Certificate Account on such Distribution Date shall be less than
payments to Certificateholders required to be made on such date. Under each
Selling and Servicing Contract, the Master Servicer is entitled to receive
from the Custodial Accounts for P&I amounts received by the applicable
Servicer on particular Mortgage Loans as late payments of principal and
interest or as Liquidation or Insurance Proceeds and respecting which the
Master Servicer has made an unreimbursed advance of principal and interest.
The Master Servicer is also entitled to receive other amounts from the
Custodial Accounts for P&I to reimburse itself for prior Nonrecoverable
Advances
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respecting Mortgage Loans serviced by the applicable Servicer. The Master
Servicer shall deposit these amounts in the Certificate Account prior to
withdrawal pursuant to Section 3.05.
In accordance with Section 3.05, Monthly P&I Advances are reimbursable
to the Master Servicer from cash in the Certificate Account to the extent
that the Master Servicer shall determine that any such advances previously
made are Nonrecoverable Advances pursuant to Section 4.04.
(b) At least three Business Days prior to each Distribution Date, the
Master Servicer shall provide the Trustee with a statement regarding the
amount of principal and interest, the Residual Distribution Amount and the
Excess Liquidation Proceeds to be distributed to each Class of Mortgage Trust
Certificates, each Class of First Level Certificate Trust Certificates, each
Class of Certificate Trust Certificates and each Class of Residual
Certificates on such Distribution Date (such amounts to be determined in
accordance with the definitions of "Mortgage Trust Certificate Distribution
Amount," "First Level Certificate Trust Certificate Distribution Amount" and
"Certificate Trust Certificate Distribution Amount," Section 4.01, Section
4.05 and Section 4.07 hereof and other related definitions set forth in
Article I hereof).
Section 4.04. NONRECOVERABLE ADVANCES. Any advance previously made by
the applicable Servicer pursuant to its Selling and Servicing Contract or by
the Master Servicer that the Master Servicer shall determine in its good
faith judgment not to be ultimately recoverable from Insurance Proceeds or
Liquidation Proceeds or otherwise of related Mortgage Loans or recoverable as
late Monthly Payments with respect to related Mortgage Loans shall be a
Nonrecoverable Advance. The determination by the Master Servicer that it or
the applicable Servicer has made a Nonrecoverable Advance or that any advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Master Servicer delivered to the Trustee on the
Determination Date and detailing the reasons for such determination.
Notwithstanding any other provision of this Agreement, any insurance policy
relating to the Mortgage Loans, or any other agreement relating to the
Mortgage Loans to which the Company or the Master Servicer is a party, (a)
the Company, the Master Servicer, and each Servicer shall not be obligated
to, and shall not, make any advance that, after reasonable inquiry and in its
sole discretion, the Company, the Master Servicer, or such Servicer shall
determine would be a Nonrecoverable Advance, and (b) the 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. FIRST LEVEL CERTIFICATE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly appointed Paying
Agent) (i) shall be deemed to have distributed from the Certificate Account
the First Level Certificate Trust Certificate Distribution Amount to the
First Level Certificate Trust Certificateholders and to have deposited such
amount for their benefit into the Certificate Account and (ii) from the
Certificate Account shall distribute to the Class R-2 Certificateholders the
amounts to be distributed to the Class R-2 Certificateholders pursuant to the
definition of "First Level Certificate Trust Certificate Distribution Amount"
herein for such Distribution Date, all in accordance with written statements
received from the Master Servicer pursuant to Section 4.03(b), by wire
transfer in immediately available funds for the account of each
Certificateholder, or by any other means of payment acceptable to each First
Level Certificate Trust Certificateholder or Class R-2 Certificateholder of
record on the immediately preceding Record Date (other than as provided in
Section 9.01 respecting
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the final distribution), as specified by each such Certificateholder and at
the address of such Holder appearing in the Certificate Register.
Notwithstanding any other provision of this Agreement, no actual
distributions pursuant to clause (i) of this Section 4.05(a) shall be made on
account of the deemed distributions described in this paragraph except in the
event of a liquidation of the Certificate Trust Fund and not the First Level
Certificate Trust Fund.
(b) All reductions in the Certificate Principal Balance of a First Level
Certificate Trust Certificate effected by distributions of principal and all
allocations of Realized Losses made on any Distribution Date shall be binding
upon all Holders of such First Level Certificate Trust Certificate and of any
Certificate issued upon the registration of transfer or exchange therefor or
in lieu thereof, whether or not such distribution is noted on such First
Level Certificate Trust Certificate. The final distribution of principal of
each First Level Certificate Trust Certificate (and the final distribution
with respect to the Class R-2 Certificates upon termination of the First
Level Certificate Trust Fund) shall be payable in the manner provided above
only upon presentation and surrender thereof on or after the Distribution
Date therefor at the office or agency of the Certificate Registrar specified
in the notice delivered pursuant to Section 4.05(c)(ii) or Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments
on the Mortgage Loans and Insurance Proceeds and Liquidation Proceeds
received and expected to be received during the previous calendar month, the
Master Servicer has notified the Trustee that it believes that the entire
remaining unpaid Class Principal Balance of any Class of First Level
Certificate Trust Certificates will become distributable on the next
Distribution Date, the Trustee, as Holder of the First Level Certificate
Trust Certificates, will be deemed to have notice that:
(i) each such First Level Certificate Trust Certificate is to be
so retired,
(ii) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final distribution will
be payable on such Distribution Date, but only upon cancellation of such
First Level Certificate Trust Certificate by the Trustee, and (B) no
interest shall accrue on such First Level Certificate Trust Certificate
after such Distribution Date.
Section 4.06. STATEMENTS TO FIRST LEVEL CERTIFICATE TRUST
CERTIFICATEHOLDERS. With each distribution from the Certificate Account on a
Distribution Date, the Master Servicer shall prepare and forward to the Trustee
(and to the Company if the Company is no longer acting as Master Servicer), and
the Trustee shall forward to each First Level Certificate Trust
Certificateholder and Class R-2 Certificateholder, a statement setting forth, to
the extent applicable, the amount of such distribution that represents
principal, if any, and the amount that represents interest, and such
Certificateholder's current Certificate Principal Balance, if any, after giving
effect to the distribution of principal made on such Distribution Date.
Upon request by any First Level Certificate Trust Certificateholder or
Class R-2 Certificateholder or the Trustee, the Master Servicer shall forward
to such Certificateholder, the Trustee, and the Company (if the Company is no
longer acting as Master Servicer), an additional report which sets forth with
respect to the Mortgage Loans:
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(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been initiated,
and (ii) number, aggregate book value and aggregate Principal Balance of
Mortgaged Properties acquired through foreclosure, deed in lieu of
foreclosure or other exercise of rights respecting the Trustee's
security interest in the Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
(d) The amount of Bankruptcy Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
(e) The amount of Fraud Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date; and
(f) The amount of Realized Losses allocable to the First Level
Certificate Trust Certificates and Class R-2 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 First Level Certificate Trust Certificateholder,
the Master Servicer, as soon as reasonably practicable, shall provide the
requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A of the Securities
Act.
Section 4.07. CERTIFICATE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly appointed
paying agent) shall withdraw from the Certificate Account the Certificate
Trust Available Distribution Amount for such Distribution Date and shall
distribute, from the amount so withdrawn, to the extent of the Certificate
Trust Available Distribution Amount, the Certificate Trust Certificate
Distribution Amount to the Certificate Trust Certificates and Class R
Certificates, 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, or by check mailed to, each Certificate
Trust Certificateholder and Class R Certificateholder of record on the
immediately preceding Record Date (other than as provided in Section 9.01
respecting the final distribution), as specified by each such Certificate
Trust Certificateholder and at the address of such Holder appearing in the
Certificate Register.
(b) All reductions in the Certificate Principal Balance of a
Certificate Trust Certificate effected by distributions of principal and all
allocations of Realized Losses made on any Distribution Date shall be binding
upon all Holders of such Certificate Trust Certificate and of any Certificate
Trust Certificate issued upon the registration of transfer or exchange
therefor or in lieu thereof, whether or not such distribution is noted on
such Certificate. The final distribution of principal of each Certificate
Trust Certificate (and the final distribution upon the Class R Certificates
upon the
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termination of the Certificate Trust Fund) shall be payable in the manner
provided above only upon presentation and surrender thereof on or after the
Distribution Date therefor at the office or agency of the Certificate
Registrar specified in the notice delivered pursuant to Section 4.07(c)(ii)
and Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Mortgage Loans and Insurance Proceeds or Liquidation Proceeds
received and expected to be received during the Prior Period, the Master
Servicer has notified the Trustee that it believes that the entire remaining
unpaid Class Principal Balance of any Class of Certificate Trust Certificates
will become distributable on the next Distribution Date, the Trustee shall,
no later than the 18th day of the month of such Distribution Date, mail or
cause to be mailed to each Person in whose name a Certificate Trust
Certificate to be so retired is registered at the close of business on the
Record Date and to the Rating Agency a notice to the effect that:
(i) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final distribution will
be payable on such Distribution Date, but only upon presentation and
surrender of such Certificate Trust Certificate at the office or agency
of the Certificate Registrar maintained for such purpose (the address of
which shall be set forth in such notice), and (B) no interest shall
accrue on such Certificate Trust Certificate after such Distribution
Date.
Section 4.08. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS. With
each distribution from the Certificate Account on a Distribution Date, the
Master Servicer shall prepare and forward to the Trustee (and to the Company
if the Company is no longer acting as Master Servicer), and the Trustee shall
forward to each Certificate Trust Certificateholder and Class R
Certificateholder, a statement setting forth, to the extent applicable: the
amount of such distribution that represents principal and the amount that
represents interest of such Certificateholder's current Certificate Principal
Balance, if any, after giving effect to the distribution of principal made on
such Distribution Date, and the applicable Class Principal Balance after
giving effect to such distribution.
Upon request by any Certificate Trust Certificateholder or Class R
Certificateholder or the Trustee, the Master Servicer shall forward to such
Certificate Trust Certificateholder or Class R Certificateholder, the Trustee
and the Company (if the Company is no longer acting as Master Servicer) an
additional report which sets forth with respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been initiated,
and (ii) the number and aggregate book value of Mortgaged Properties
acquired through foreclosure, deed in lieu of foreclosure or other
exercise of rights respecting the Trustee's security interest in the
Mortgage Loans;
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(c) The amount of Special Hazard Coverage available to the Class
IA-1, Class IA-2, Class IA-3, Class IP, Class IX, Class IIA-1, Class
IIA-2, Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6, Class IIA-7,
Class IIP and Class IIX, and Class R Certificates remaining as of the
close of business on the applicable Determination Date;
(d) The amount of Bankruptcy Coverage available to the Class IA-1,
Class IA-2, Class IA-3, Class IP, Class IX, Class IIA-1, Class IIA-2,
Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6, Class IIA-7, Class
IIP, Class IIX and Class R Certificates remaining as of the close of
business on the applicable Determination Date;
(e) The amount of Fraud Coverage available to the Class IA-1,
Class IA-2, Class IA-3, Class IP, Class IX, Class IIA-1, Class IIA-2,
Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6, Class IIA-7, Class
IIP, Class IIX and Class R Certificates remaining as of the close of
business on the applicable Determination Date; and
(f) The amount of Realized Losses allocable to the Certificate
Trust Certificates and Class R Certificates on the related Distribution
Date and the cumulative amount of Realized Losses allocated to such
Certificates since the Cut-Off Date.
Upon request by any Certificate Trust Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A of the Securities Act.
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES.
(a) The Regular Interest Certificates and the Residual Certificates
shall be substantially in the forms set forth in Exhibits A, B, C and O
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,
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and such certificate upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.
(b) The following definitions apply for purposes of this Section 5.01:
"Disqualified Organization" means any Person which is not a Permitted
Transferee, but does not include any "Pass-Through Entity" which owns or
holds a Residual Certificate and of which a Disqualified Organization,
directly or indirectly, may be a stockholder, partner or beneficiary;
"Pass-Through Entity" means any regulated investment company, real estate
investment trust, common trust fund, partnership, trust or estate, and any
organization to which Section 1381 of the Code applies; "Ownership Interest"
means, with respect to any Residual Certificate, any ownership or security
interest in such Residual Certificate, including any interest in a Residual
Certificate as the Holder thereof and any other interest therein whether
direct or indirect, legal or beneficial, as owner or as pledgee; "Transfer"
means any direct or indirect transfer or sale of, or directly or indirectly
transferring or selling any Ownership Interest in a Residual Certificate; and
"Transferee" means any Person who is acquiring by Transfer any Ownership
Interest in a Residual Certificate.
(c) Restrictions on Transfers of the Residual Certificates to
Disqualified Organizations are set forth in this Section 5.01(c).
(i) Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its
designee under clause (iii)(A) below to deliver payments to a Person
other than such Person and to negotiate the terms of any mandatory sale
under clause (iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with any such sale.
The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(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
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warranting, among other things, that it is not a Non-U.S. Person,
that such transferee is a Permitted Transferee, that it is not
acquiring its Ownership Interest in the Residual Certificate that
is the subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Residual
Certificate, it will endeavor to remain a Permitted Transferee, and
that it has reviewed the provisions of this Section 5.01(c) and
agrees to be bound by them, and (2) a certificate, attached hereto
as Exhibit I, from the Holder wishing to transfer the Residual
Certificate, in form and substance satisfactory to the Company,
representing and warranting, among other things, that no purpose of
the proposed Transfer is to allow such Holder to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit
and Agreement by a proposed Transferee under clause (B) above, if
the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership Interest in
a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership Interest
in a Residual Certificate agrees by holding or acquiring such
Ownership Interest (i) to require a Transferee Affidavit and
Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest and to provide a certificate to the
Trustee in the form attached hereto as Exhibit J; (ii) to obtain
the express written consent of the Company prior to any transfer of
such Ownership Interest, which consent may be withheld in the
Company's sole discretion; and (iii) to provide a certificate to
the Trustee in the form attached hereto as Exhibit I.
(ii) The Trustee shall register the Transfer of any Residual
Certificate only if it shall have received the Transferee Affidavit
and Agreement, a certificate of the Holder requesting such transfer
in the form attached hereto as Exhibit J and all of such other
documents as shall have been reasonably required by the Trustee as a
condition to such registration.
(iii) (A) If any "disqualified organization" (as defined in
Section 860E(e)(5) of the Code) shall become a holder of a Residual
Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Residual Certificate. If any Non-U.S. Person
shall become a holder of a Residual Certificate, then the last
preceding holder which is a U.S. Person shall be restored, to the
extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of the Transfer to
such Non-U.S. Person of such Residual Certificate. If a 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
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may be the Company itself or any affiliate of the Company. The
proceeds of such sale, net of the commissions (which may include
commissions payable to the Company or its affiliates), expenses and
taxes due, if any, shall be remitted by the Company to such
purported Transferee. The terms and conditions of any sale under
this clause (iii)(B) shall be determined in the sole discretion of
the Company, and the Company shall not be liable to any Person
having an Ownership Interest in a Residual Certificate as a result
of its exercise of such discretion.
(iv) The Company, on behalf of the Trustee, shall make available,
upon written request from the Trustee, all information necessary to
compute any tax imposed (A) as a result of the Transfer of an Ownership
Interest in a Residual Certificate to any Person who is not a Permitted
Transferee, including the information regarding "excess inclusions" of
such Residual Certificates required to be provided to the Internal
Revenue Service and certain Persons as described in Treasury Regulation
Section 1.860D-1(b)(5), and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund, partnership,
trust, estate or organizations described in Section 1381 of the Code
having as among its record holders at any time any Person who is not a
Permitted Transferee. Reasonable compensation for providing such
information may be required by the Company from such Person.
(v) The provisions of this Section 5.01 set forth prior to this
Section (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current Ratings of the Certificates; and
(B) an Opinion of Counsel, in form and substance
satisfactory to the Company (as videnced by a certificate of the
Company), to the effect that uch modification, addition to or
absence of such provisions ill not cause the Mortgage Trust Fund,
the First Level ertificate Trust Fund or the Certificate Trust Fund
to cease o qualify as a REMIC and will not create a risk that (1)
the ortgage Trust Fund, the First Level Certificate Trust Fund or
he Certificate Trust Fund may be subject to an entity-level ax
caused by the Transfer of any Residual Certificate to a erson which
is not a Permitted Transferee or (2) a ertificateholder or another
Person will be subject to a EMIC-related tax caused by the Transfer
of a Residual ertificate 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
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OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO
THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS [R]
[R-2] [R-1] CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR
ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THE CLASS [R] [R-2] [R-1] CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
(vii) Each Holder of the Residual Certificates issued hereunder
having an Authorized Denomination of 0.01%, while not a Disqualified
Organization, is the Tax Matters Person for the related REMIC.
(d) In the case of any Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6 or Residual Certificate presented for registration in the
name of an employee benefit plan or other plan or arrangement subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments) (a "Plan"), a trustee of any
Plan, or any other Person who is using the "plan assets" of any Plan to effect
such acquisition, the Trustee shall require (i) an Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company to the
effect that the purchase or holding of a Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5, Class B-6 or Residual Certificate is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code, and will not
subject the Trustee, the Master Servicer or the Company to any obligation or
liability (including obligations or liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer or the Company or (ii) only in the case of a Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Certificate, an officer's
certificate acceptable to and in form and substance satisfactory to the Trustee
and the Company to the effect that the transferee is an insurance company, the
source of funds to be used by it to purchase the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Certificates is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
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Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60, which officer's certificate shall not be an expense of the
Trustee, the Master Servicer or the Company.
(e) No transfer, sale, pledge or other disposition of a Class B-4,
Class B-5 or Class B-6 Certificate shall be made unless such transfer, sale,
pledge or other disposition is made in accordance with this Section 5.01(e)
or Section 5.01(f). Each Person who, at any time, acquires any ownership
interest in any Class B-4, Class B-5 or Class B-6 Certificate shall be deemed
by the acceptance or acquisition of such ownership interest to have agreed to
be bound by the following provisions of this Section 5.01(e) and Section
5.01(f), as applicable. No transfer of a Class B-4, Class B-5 or Class B-6
Certificate shall be deemed to be made in accordance with this Section
5.01(e) unless such transfer is made pursuant to an effective registration
statement under the Securities Act or unless the Trustee is provided with the
certificates and an Opinion of Counsel, if required, on which the Trustee may
conclusively rely, which establishes or establish to the Trustee's
satisfaction that such transfer is exempt from the registration requirements
under the Securities Act, as follows: In the event that a transfer is to be
made in reliance upon an exemption from the Securities Act, the Trustee shall
require, in order to assure compliance with the Securities Act, that the
Certificateholder desiring to effect such transfer certify to the Trustee in
writing, in substantially the form attached hereto as Exhibit F, the facts
surrounding the transfer, with such modifications to such Exhibit F as may be
appropriate to reflect the actual facts of the proposed transfer, and that
the Certificateholder's proposed transferee certify to the Trustee in
writing, in substantially the form attached hereto as Exhibit G, the facts
surrounding the transfer, with such modifications to such Exhibit G as may be
appropriate to reflect the actual facts of the proposed transfer. If such
certificate of the proposed transferee does not contain substantially the
substance of Exhibit G, the Trustee shall require an Opinion of Counsel
satisfactory to it that such transfer may be made without registration, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Trust Fund or the Company. Such Opinion of Counsel shall allow for the
forwarding, and the Trustee shall forward, a copy thereof to the Rating
Agency. Notwithstanding the foregoing, any Class B-4, Class B-5 or Class B-6
Certificate may be transferred, sold, pledged or otherwise disposed of in
accordance with the requirements set forth in Section 5.01(f).
(f) Transfers of Class B-4, Class B-5 or Class B-6 Certificates may be
made in accordance with this Section 5.01(f) if the proposed transferee of
such Certificate provides the Trustee and the Company with an investment
letter substantially in the form of Exhibit L attached hereto, which
investment letter shall not be an expense of the Trustee or the Company, and
which investment letter states that, among other things, such transferee (i)
is a "qualified institutional buyer" as defined under Rule 144A, acting for
its own account or the accounts of other "qualified institutional buyers" as
defined under Rule 144A, and (ii) is aware that the proposed transferor
intends to rely on the exemption from registration requirements under the
Securities Act provided by Rule 144A. Notwithstanding the foregoing, the
proposed transferee of such Certificate shall not be required to provide the
Trustee or the Company with Annex 1 or Annex 2 to the form of Exhibit L
attached hereto if the Company so consents prior to each such transfer. Such
transfers shall be deemed to have complied with the requirements of this
Section 5.01(f). The Holder of a Certificate desiring to effect such transfer
does hereby agree to indemnify the Trustee, the Company, and the Certificate
Registrar against any liability that may result if transfer is not made in
accordance with this Agreement.
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Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF
PRINCIPAL AND INTEREST; AUTHORIZED DENOMINATIONS. The aggregate principal amount
of Mortgage Trust Certificates and Class R-1 Certificates, First Level
Certificate Trust Certificates and Class R-2 Certificates, or Certificate Trust
Certificates and Class R Certificates, as applicable, that may be authenticated
and delivered under this Agreement is limited to the aggregate Principal Balance
of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary
Statement to this Agreement, except for Certificates authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Section 5.03. Such aggregate principal amount shall be
allocated among one or more Classes having designations, types of interests,
initial per annum Remittance Rates, initial Class Principal Balances and last
scheduled Distribution Dates as specified in the Preliminary Statement to this
Agreement. The aggregate Percentage Interest of each Class of Certificates of
which the Class Principal Balance equals zero as of the Cut-Off Date that may be
authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
The Trustee shall cause to be maintained at one of its offices or at its
designated agent, a Certificate Register in which there shall be recorded the
name and address of each Certificateholder. Subject to such reasonable rules
and regulations as the Trustee may prescribe, the Certificate Register shall
be amended from time to time by the Trustee or its agent to reflect notice of
any changes received by the Trustee or its agent pursuant to Section 10.06.
The Trustee hereby appoints itself as the initial Certificate Registrar.
Upon surrender for registration of transfer of any Certificate at the
office or agency maintained for such purpose pursuant to Section 6.05, the
Trustee shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of Authorized Denominations of like
Percentage 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.
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Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the Trustee or any Authenticating
Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or any Authenticating Agent such security
or indemnity as may be required by them to save each of them harmless, then,
in the absence of notice to the Trustee or any Authenticating Agent that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like Percentage Interest. Upon the
issuance of any new Certificate under this Section 5.04, the Trustee or any
Authenticating Agent may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee or any
Authenticating Agent) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the Mortgage Trust Fund, the First Level Certificate
Trust Fund or the Certificate Trust Fund, as applicable, as if originally
issued, whether or not the lost or stolen Certificate shall be found at any
time.
Section 5.05. PERSONS DEEMED OWNERS. The Company, the Master Servicer,
the Trustee and any agent of any of them may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01, Section 4.05 and
Section 4.07 and for all other purposes whatsoever, and neither the Company,
the Master Servicer, the Trustee, the Certificate Registrar nor any agent of
the Company, the Master Servicer or the Trustee shall be affected by notice
to the contrary.
Section 5.06. TEMPORARY CERTIFICATES. Upon the initial issuance of the
Certificates, the Trustee may execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, temporary Certificates which are
printed, lithographed, typewritten or otherwise produced, in any Authorized
Denomination, of the tenor of the definitive Certificates in lieu of which
they are issued and with such variations in form from the forms of the
Certificates set forth as Exhibits A, B, C and O 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
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typewritten Certificates of Authorized Denomination representing the
Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency,
by, or on behalf of, the Company, except that one Book-Entry Certificate of
each Class of Book-Entry Certificates may be issued in a denomination less
than $1 and, if so issued, shall be held in physical certificate form
directly by the holder thereof. The Book-Entry Certificates shall initially
be registered on the Certificate Register in the name of Cede & Co., the
nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder
shall receive a definitive certificate representing such Beneficial Holder's
interest in any Class of Book-Entry Certificate, except as provided above and
in Section 5.09. Each Book-Entry Certificate shall bear the following legend:
Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
Trustee or its agent for registration of transfer, exchange, or payment,
and any Certificate issued is registered in the name of Cede & Co. or
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
Unless and until definitive, fully registered Book-Entry Certificates (the
"Definitive Certificates") have been issued to the Beneficial Holders pursuant
to Section 5.09:
(a) the provisions of this Section 5.07 shall be in full force and
effect with respect to the Book-Entry Certificates;
(b) the Master Servicer and the Trustee may deal with the Clearing
Agency for all purposes with respect to the Book-Entry Certificates
(including the making of distributions on the Book-Entry Certificates)
as the sole Certificateholder;
(c) to the extent that the provisions of this Section 5.07 conflict
with any other provisions of this Agreement, the provisions of this
Section 5.07 shall control; and
(d) the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be
limited to those established by law and agreements between such
Beneficial Holders and the Clearing Agency and/or the DTC Participants.
Pursuant to the Depositary Agreement, unless and until Definitive
Certificates are issued pursuant to Section 5.09, the initial Clearing
Agency will make book-entry transfers among the DTC Participants and
receive and transmit distributions of principal and interest on the
related Class of Book-Entry Certificates to such DTC Participants.
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
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respect to the Book-Entry Certificates to the extent that such actions are
taken on behalf of the Beneficial Holders.
Section 5.08. NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the
related Certificateholders pursuant to Section 5.09, the Trustee shall give
all such notices and communications specified herein to be given to Holders
of the Book-Entry Certificates to the Clearing Agency which shall give such
notices and communications to the related DTC Participants in accordance with
its applicable rules, regulations and procedures.
Section 5.09. DEFINITIVE CERTIFICATES. If (a) the Master Servicer
notifies the Trustee in writing that the Clearing Agency is no longer willing
or able to discharge properly its responsibilities under the Depositary
Agreement with respect to the Book-Entry Certificates and the Trustee or the
Master Servicer is unable to locate a qualified successor, (b) the Master
Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system with respect to the Book-Entry Certificates
through the Clearing Agency or (c) after the occurrence of an Event of
Default, Certificateholders holding Book-Entry Certificates evidencing
Percentage Interests aggregating not less than 66% of the aggregate Class
Principal Balance of such Certificates advise the Trustee and the Clearing
Agency through DTC Participants in writing that the continuation of a
book-entry system with respect to the Book-Entry Certificates through the
Clearing Agency is no longer in the best interests of the Certificateholders
with respect to such Certificates, the Trustee shall notify all
Certificateholders of Book-Entry Certificates of the occurrence of any such
event and of the availability of Definitive Certificates. Upon surrender to
the Trustee of the Book-Entry Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Trustee shall execute and the Trustee or any Authenticating
Agent shall authenticate and deliver the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for all of the Certificates all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates, and the Trustee shall recognize the
Holders of Definitive Certificates as Certificateholders hereunder.
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New
York, National Association, 100 Wall Street, Suite 1600, New York, New York
10005, Attention: Glenn Anderson, is initially designated for said purposes.
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.
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Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER. Any corporation into which the Company or the Master Servicer may
be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Company or the Master Servicer shall
be a party, or any corporation succeeding to the business of the Company or
the Master Servicer, shall be the successor of the Company or the Master
Servicer hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER
SERVICER AND OTHERS. Neither the Company nor the Master Servicer nor any of
the directors, officers, employees or agents of the Company or the Master
Servicer shall be under any liability to the Mortgage Trust Fund, the First
Level Certificate Trust Fund or the Certificate Trust Fund or the
Certificateholders for any action taken by such Person or by a Servicer or
for such Person's or Servicer's refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company, the Master
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of duties and
obligations hereunder. The Company, the Master Servicer and any director,
officer, employee or agent of the Company or the Master Servicer may rely in
good faith on any document of any kind properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Mortgage Trust Fund, the First
Level Certificate Trust Fund and the Certificate Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense relating to any Mortgage Loan (other than as otherwise
permitted in this Agreement) or incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties hereunder or by
reason of reckless disregard of obligations and duties hereunder. The Company
and the Master Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to
service the Mortgage Loans in accordance with this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that
the Company or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to the Mortgage
Loans, this Agreement, the Certificates or the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Mortgage
Trust Fund, the First Level Certificate Trust Fund and the Certificate Trust
Fund and the Company and the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, as provided by Section
3.05.
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. The
Company shall not resign from the obligations and duties (including, without
limitation, its obligations and duties as initial Master Servicer) hereby
imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any successor Master Servicer shall
not resign from the obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Company or any successor Master Servicer shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee. No such resignation shall
become effective until the Trustee or
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a successor Master Servicer shall have assumed the Master Servicer's
responsibilities and obligations in accordance with Section 7.02 hereof.
If the Company is no longer acting as Master Servicer, then the
successor Master Servicer shall give prompt written notice to the Company of
any information received by such successor Master Servicer which affects or
relates to an ongoing obligation or right of the Company under this Agreement.
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT. (a) In case one or more of the
following Events of Default by the Company, either in its own capacity or in
its capacity as Master Servicer or by a successor Master Servicer shall occur
and be continuing, that is to say:
(i) Any failure by the Master Servicer to distribute to
Certificateholders any payment required to be made under the terms of
the Certificates and this Agreement which continues unremedied for a
period of ten days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Master Servicer by the Trustee or to the Master Servicer and the Trustee
by the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of the Certificate Trust Fund; or
(ii) Failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements
on the part of the Master Servicer contained in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Master Servicer by the
Trustee, or to the Master Servicer and the Trustee by the Holders of
Certificates evidencing Percentage Interests aggregating not less than
25% of the Certificate Trust Fund; or
(iii) A decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Master Servicer and
such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) The Master Servicer shall consent to the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy,
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insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings of or relating to the Master Servicer or of or
relating to all or substantially all of its property; or
(v) The Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) Any failure of the Master Servicer to make any Monthly P&I
Advance (other than a Nonrecoverable Advance) which continues unremedied
at the opening of business on the Distribution Date in respect of which
such Monthly P&I Advance was to have been made;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied, either the Trustee, or the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the Certificate
Trust Fund, by notice in writing to the Company and the Master Servicer (and to
the Trustee if given by the Certificateholders, in which case such notice shall
set forth evidence reasonably satisfactory to the Trustee that such Event of
Default has occurred and shall not have been remedied) may terminate all of the
rights (other than its right to reimbursement for advances) and obligations of
the Master Servicer, including its right to the Master Servicing Fee, under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, if any.
Such determination shall be final and binding. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section 7.01; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee for administration by it of all cash amounts 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
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Monthly P&I Advance the nonpayment of which by the Master Servicer was an
Event of Default described in clause (vi) of this Section 7.01(a), the
Trustee shall permit the Master Servicer to resume its rights and obligations
as Master Servicer hereunder. The Master Servicer agrees that it will
reimburse the Trustee for actual, necessary and reasonable costs incurred by
the Trustee because of action taken pursuant to clause (vi) of this Section
7.01(a). The Master Servicer agrees that if an Event of Default as described
in clause (vi) of this Section 7.01(a) shall occur more than two times in any
twelve month period, the Trustee shall be under no obligation to permit the
Master Servicer to resume its rights and obligations as Master Servicer
hereunder.
(b) In the event the Company is no longer acting as Master Servicer, in
case one or more of the following Events of Default by the Company shall occur
and be continuing, that is to say:
(i) Failure on the part of the Company duly to observe or perform
in any material respect any of the covenants or agreements on the part
of the Company contained in the Certificates or in this Agreement which
continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Company by the Trustee, or to the Company and the
Trustee by the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of the Certificate Trust Fund; or
(ii) A decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Company and such
decree or order shall have remained in force undischarged or unstayed
for a period of 60 days; or
(iii) The Company shall consent to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings of or relating to the Company or of or relating
to all or substantially all of its property; or
(iv) The Company shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of
any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of creditors, or voluntarily suspend payment
of its obligations;
then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Certificate Trust Fund, by notice
in writing to the Company and the Trustee, may direct the Trustee in accordance
with Section 10.03 to institute an action, suit or proceeding in its own name as
Trustee hereunder to enforce the Company's obligations hereunder.
(c) In any circumstances in which this Agreement states that
Certificateholders owning Certificates evidencing a certain percentage
Percentage Interest in the Certificate Trust Fund may take certain action, such
action shall be taken by the Trustee, but only if the requisite percentage of
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Certificate Trust Certificateholders required under this Agreement for taking
like action or giving like instruction to the Trustee under this Agreement shall
have so directed the Trustee in writing.
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. On and after the
time the Master Servicer receives a notice of termination pursuant to Section
7.01, the Trustee shall be the successor in all respects to the Master Servicer
under this Agreement and under the Selling and Servicing Contracts with respect
to the Mortgage Loans in the Mortgage Pool and with respect to the transactions
set forth or provided for herein and shall have all the rights and powers and be
subject to all the responsibilities, duties and liabilities relating thereto
arising after the Master Servicer receives such notice of termination placed on
the Master Servicer by the terms and provisions hereof and thereof, and shall
have the same limitations on liability herein granted to the Master Servicer;
provided, that the Trustee shall not under any circumstances be responsible for
any representations and warranties or any Purchase Obligation of the Company or
any liability incurred by the Master Servicer at or prior to the time the Master
Servicer was terminated as Master Servicer and the Trustee shall not be
obligated to make a Monthly P&I Advance if it is prohibited by law from so
doing. As compensation therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans which the Master Servicer would have been
entitled to retain or to withdraw from the Certificate Account if the Master
Servicer had continued to act hereunder, except for those amounts due to the
Master Servicer as reimbursement for advances previously made or amounts
previously expended and are otherwise reimbursable hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution having a net worth
of not less than $10,000,000 as the successor to the Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder. Pending any such appointment, the
Trustee is obligated to act in such capacity. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall,
together with the compensation to the Trustee, be in excess of that permitted
the Master Servicer hereunder. The Trustee and such successor shall take such
actions, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS. Upon any such
termination or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.
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
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this Agreement, and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such certificate,
statement, opinion, report, or other order or instrument furnished by the
Company or Master Servicer to the Trustee pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as
are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee,
and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to
the requirements of this Agreement; and
(ii) The Trustee shall not be personally liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence Percentage Interests aggregating not less
than 25% of the Certificate Trust Fund relating to the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or relating to the exercise of any trust or power conferred
upon the Trustee under this Agreement.
(d) Within ten days after the occurrence of any Event of Default known
to the Trustee, the Trustee shall transmit by mail to the Rating Agency notice
of each Event of Default. Within 90 days after the occurrence of any Event of
Default known to the Trustee, the Trustee shall transmit by mail to all
Certificateholders (with a copy to the Rating Agency) notice of each Event of
Default, unless such Event of Default shall have been cured or waived; provided,
however, the Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Certificateholders;
and provided, further, that in the case of any Event of Default of the character
specified in Section 7.01(i) and Section 7.01(ii) no such notice to
Certificateholders or to the Rating Agency shall be given until at least 30 days
after the occurrence thereof.
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Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as
otherwise provided in Section 8.01:
(i) The Trustee may request and rely upon and shall
be protected in acting or refraining from acting upon any
resolution, Officer's Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any
Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall not be personally liable for
any action taken or omitted by it in good faith and
reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this
Agreement;
(iv) Prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default
which may have occurred, the Trustee shall not be bound to
make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do
so by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Certificate
Trust Fund; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security, if any,
afforded to it by the terms of this Agreement, the Trustee
may require reasonable indemnity against such expense or
liability as a condition to proceeding;
(v) The Trustee may execute the trust or any of the
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; and
(vi) The Trustee shall not be deemed to have
knowledge or notice of any matter, including without
limitation an Event of Default, unless actually known by a
Responsible Officer, or unless written notice thereof
referencing this Agreement or the Certificates is received
at the Corporate Trust Office at the address set forth in
Section 10.06.
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Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein (other than those relating to the due
organization, power and authority of the Trustee) and in the Certificates
(other than the execution of, and certificate of authentication on, the
Certificates) shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or any Mortgage Loan. The Trustee shall not be accountable for
the use or application by the Company of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds
paid to the Master Servicer, the Servicers or the Company in respect of the
Mortgage Loans or deposited into the Custodial Account for P&I, any Buydown
Fund Account, or the Custodial Accounts for P&I by any Servicer or into the
Investment Account, or the Certificate Account by the Master Servicer or the
Company.
Section 8.04. TRUSTEE MAY OWN CERTIFICATES. The Trustee or any agent
or affiliate of the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee.
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES.
Subject to any separate written agreement with the Trustee, the Company, as
Master Servicer, covenants and agrees to, and the Master Servicer shall, pay
the Trustee from time to time, and the Trustee shall be entitled to payment,
for all services rendered by it in the execution of the trust hereby created
and in the exercise and performance of any of the powers and duties hereunder
of the Trustee. Except as otherwise expressly provided herein, the Master
Servicer shall pay or reimburse the Trustee upon its request for all
reasonable expenses and disbursements incurred or made by the Trustee in
accordance with any of the provisions of this Agreement and indemnify the
Trustee from any loss, liability or expense incurred by it hereunder
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ) except any such
expense or disbursement as may arise from its negligence or bad faith. Such
obligation shall survive the termination of this Agreement or resignation or
removal of the Trustee. The Master Servicer shall, at its expense, prepare or
cause to be prepared all federal and state income tax and franchise tax and
information returns relating to the Mortgage Trust Fund, the First Level
Certificate Trust Fund or the Certificate Trust Fund required to be prepared
or filed by the Trustee and shall indemnify the Trustee for any liability of
the Trustee arising from any error in such returns.
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be (i) an institution insured by the FDIC, (ii)
a corporation or association organized and doing business under the laws of
the United States of America or of any state, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by federal or
state authority and (iii) acceptable to the Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of any aforementioned supervising or
examining authority, then for the purposes of this Section 8.06, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
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Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Master Servicer. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Master Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the Master Servicer may remove the Trustee and appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor.
The Holders of Certificates evidencing Percentage Interests aggregating
more than 50% of the Certificate Trust Fund may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments,
in triplicate, signed by such Holders or their attorneys in-fact duly
authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete
set to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.07 shall become
effective upon acceptance of appointment by the successor trustee as provided
in Section 8.08.
Section 8.08. SUCCESSOR TRUSTEE. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as Trustee herein. The predecessor
shall deliver to the successor trustee all Mortgage Files, related documents,
statements and all other property held by it hereunder, and the Master
Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such appointment such successor trustee
shall be eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Master Servicer shall mail notice of the succession of
such trustee hereunder to (i) all Certificateholders at their addresses as
shown in the Certificate Register and (ii) the Rating Agency.
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If the Master Servicer fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed.
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation or
association into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such resulting or
successor corporation shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Mortgage Trust Fund, the First Level Certificate Trust Fund or the
Certificate Trust Fund may at the time be located, the Master Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee to act
as co-trustee or co-trustees, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Mortgage Trust Fund, the
First Level Certificate Trust Fund or the Certificate Trust Fund, and to vest
in such Person or Persons, in such capacity, such title to the Mortgage Trust
Fund, the First Level Certificate Trust Fund or the Certificate Trust Fund,
or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable; provided, that
the Trustee shall remain liable for all of its obligations and duties under
this Agreement. If the Master Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or
in case an Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment; provided, that
the Trustee shall remain liable for all of its obligations and duties under
this Agreement. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly and severally, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed by the
Trustee (whether as Trustee hereunder or as successor to the Master Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Mortgage Trust Fund, the First Level
Certificate Trust Fund or the Certificate Trust Fund or any portion thereof
in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustee(s) and
co-trustee(s), as effectively as if given to each of them. Every instrument
appointing any separate trustee(s) or co-trustee(s) shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its
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instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and the trust shall vest in and
be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
Section 8.11. AUTHENTICATING AGENTS. The Trustee may appoint one or
more Authenticating Agents which shall be authorized to act on behalf of the
Trustee in authenticating Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Master Servicer and must be a corporation or banking association organized
and doing business under the laws of the United States of America or of any
state, having a principal office and place of business in New York, New York,
having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or
examination by federal or state authorities.
Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent so long as it shall be eligible in accordance with the provisions of
the first paragraph of this Section 8.11 without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.
Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Master Servicer. The Trustee may,
upon prior written approval of the Master Servicer, at any time terminate the
agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Master Servicer. Upon receiving a notice
of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 8.11, the Trustee may
appoint, upon prior written approval of the Master Servicer, a successor
Authenticating Agent, shall give written notice of such appointment to the
Master Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. Any reasonable compensation paid to
an Authenticating Agent shall be a reimbursable expense pursuant to Section
8.05 if paid by the Trustee.
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Section 8.12. PAYING AGENTS. The Trustee may appoint one or more
Paying Agents which shall be authorized to act on behalf of the Trustee in
making withdrawals from the Certificate Account, and distributions to
Certificateholders as provided in Section 4.01(a), 4.05(a), 4.07(a) and
Section 9.01(b) to the extent directed to do so by the Master Servicer.
Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Whenever
reference is made in this Agreement to a distribution by the Trustee or the
furnishing of a statement to Certificateholders by the Trustee, such
reference shall be deemed to include such a distribution or furnishing on
behalf of the Trustee by a Paying Agent. Each Paying Agent shall provide to
the Trustee such information concerning the Certificate Account as the
Trustee shall request from time to time. Each Paying Agent must be reasonably
acceptable to the Master Servicer and must be a corporation or banking
association organized and doing business under the laws of the United States
of America or of any state, having a principal office and place of business
in New York, New York, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to
supervision or examination by federal or state authorities.
Any corporation into which any Paying Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which any Paying Agent shall be a
party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation
or succession meets the eligibility requirements of this Section 8.12.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Master Servicer; provided, that the
Paying Agent has returned to the Certificate Account or otherwise accounted,
to the reasonable satisfaction of the Master Servicer, for all amounts it has
withdrawn from the Certificate Account. The Trustee may, upon prior written
approval of the Master Servicer, at any time terminate the agency of any
Paying Agent by giving written notice of termination to such Paying Agent and
to the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time any Paying Agent shall cease to be
eligible in accordance with the provisions of the first paragraph of this
Section 8.12, the Trustee may appoint, upon prior written approval of the
Master Servicer, a successor Paying Agent, shall give written notice of such
appointment to the Master Servicer and shall mail notice of such appointment
to all Certificateholders. Any successor Paying Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Paying Agent. Any reasonable compensation paid to any
Paying Agent shall be a reimbursable expense pursuant to Section 8.05 if paid
by the Trustee.
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ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION
OF ALL MORTGAGE LOANS.
(a) Except as otherwise set forth in this Article IX, including, without
limitation, the obligation of the Master Servicer to make payments to
Certificateholders as hereafter set forth, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby shall terminate upon (i) the repurchase by the Company pursuant to the
following paragraph of this Section 9.01(a) of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan remaining in the Mortgage
Trust Fund at a price equal, after the deduction of related advances, to the
sum of (x) 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 Mortgage Trust Fund which
secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu
of foreclosure after the Cut-Off Date, including related Insurance Proceeds,
and (B) all other property in the Mortgage Trust Fund, any such appraisal to
be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, or (ii) the later of the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the
Mortgage Trust Fund or the disposition of all property acquired upon
foreclosure in respect of any Mortgage Loan, and the payment to
Certificateholders of all amounts required to be paid to them hereunder;
provided, however, that in no event shall the trusts created hereby continue
beyond the expiration of 21 years from the death of the survivor of the issue
of Joseph P. Kennedy, the late ambassador of the United States to the Court
of St. James, living on the date hereof.
The Company may repurchase the outstanding Mortgage Loans and any
Mortgaged Properties acquired by the Mortgage Trust Fund at the price stated
in clause (i) of the preceding paragraph provided that the aggregate
Principal Balance of the Mortgage Loans at the time of any such repurchase
aggregates less than ten percent of the aggregate Principal Balance of the
Mortgage Loans as of the Cut-Off Date. If such right is exercised, the
Company shall provide to the Trustee (and to the Master Servicer, if the
Company is no longer acting as Master Servicer) the written certification of
an officer of the Company (which certification shall include a statement to
the effect that all amounts required to be paid in order to repurchase the
Mortgage Loans have been deposited in the Certificate Account) and the
Trustee shall promptly execute all instruments as may be necessary to release
and assign to the Company the Mortgage Files and any foreclosed Mortgaged
Property pertaining to the Mortgage Trust Fund.
(b) Notice of any termination, specifying the date upon which the
Certificateholders may surrender their Certificates to the Trustee for
payment and cancellation, shall be given promptly by
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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 Mortgage Trust Fund, the First Level Certificate Trust
Fund and the Certificate Trust Fund shall be terminated in accordance with
the following additional requirements, unless the Trustee shall have received
an Opinion of Counsel to the effect that the failure of the Mortgage Trust
Fund, the First Level Certificate Trust Fund and the Certificate Trust Fund
to comply with the requirements of this Section 9.02 will not (i) result in
the imposition of taxes on "prohibited transactions" of the Mortgage Trust
Fund, the First Level Certificate Trust Fund and the Certificate Trust Fund
as described in Section 860F of the Code, or (ii) cause the Mortgage Trust
Fund, the First Level Certificate Trust Fund and the Certificate Trust Fund
to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within 90 days prior to the final Distribution Date set forth
in the notice given by the Trustee under Section 9.01, the Company, in
its capacity as agent of the Tax Matters Person shall prepare the
documentation required and adopt a plan of complete liquidation on
behalf of the Mortgage Trust Fund, the First Level Certificate Trust
Fund and the Certificate Trust Fund meeting the requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel, on behalf of the
Mortgage Trust Fund, the First Level Certificate Trust Fund and the
Certificate Trust Fund; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Master
Servicer as agent of the Trustee shall sell all of the assets of the
Mortgage Trust Fund, the First Level Certificate Trust Fund and the
Certificate Trust Fund to the Company for cash in the amount specified
in Section 9.01; provided, however, that in the event that a calendar
quarter ends after the time of adoption of such a plan of complete
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liquidation but prior to the final Distribution Date, the Master
Servicer shall not sell any of the assets of the Mortgage Trust Fund,
the First Level Certificate Trust Fund and the Certificate Trust Fund
prior to the close of that calendar quarter.
b) By its acceptance of any Residual Certificate, the Holder thereof
hereby agrees to authorize the Company to adopt such a plan of complete
liquidation upon the written request of the Company and to take such other
action in connection therewith as may be reasonably requested by the Company.
Section 9.03. TRUSTS IRREVOCABLE. Except as expressly provided herein,
the trusts created hereby are irrevocable.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT.
(a) This Agreement may be amended from time to time by the Company and
the Trustee, without the consent of any of the Certificateholders, (i) to
cure any ambiguity; (ii) to correct or supplement any provision herein which
may be defective or inconsistent with any other provisions herein; (iii) to
comply with any requirements imposed by the Code or any regulations
thereunder; (iv) to correct the description of any property at any time
included in the Mortgage Trust Fund, the First Level Certificate Trust Fund
or the Certificate Trust Fund, or to assure the conveyance to the Trustee of
any property included in the Mortgage Trust Fund, the First Level Certificate
Trust Fund or the Certificate Trust Fund; and (v) pursuant to Section
5.01(c)(v). No such amendment (other than one entered into pursuant to clause
(iii) of the preceding sentence) shall adversely affect in any material
respect the interest of any Certificateholder. Prior to entering into any
amendment without the consent of Certificateholders pursuant to this
paragraph, the Trustee may require an Opinion of Counsel to the effect that
such amendment is permitted under this paragraph. The placement of an
"original issue discount" legend on, or any change required to correct any
such legend previously place on, a Certificate shall not be deemed any
amendment to this Agreement.
(b) This Agreement may also be amended from time to time by the Company
and the Trustee with the consent of the Holders of Certificates evidencing
Percentage Interests aggregating not less than 66% of the Certificate Trust
Fund for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, this Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no
such amendment shall, without the consent of the Holder of each Certificate
affected thereby (i) reduce in any manner the amount of, or delay the timing
of, distributions of principal or interest required to be made hereunder or
reduce the Certificateholder's Percentage Interest, the Remittance Rate or
the Termination Payment with respect to any of the Certificates, (ii) reduce
the percentage of Percentage Interests specified in this Section 10.01 which
are required to amend this Agreement, (iii) create or permit the creation of
any lien against any part of the Mortgage Trust Fund, the First Level
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Certificate Trust Fund or the Certificate Trust Fund, or (iv) modify any
provision in any way which would permit an earlier retirement of the
Certificates.
Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. Any failure to provide such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment.
It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trustee may prescribe.
Section 10.02. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or the
comparable jurisdictions in which any Mortgaged Property is situated, and in
any other appropriate public recording office or elsewhere, such recordation
to be effected by the Company and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect
that such recordation materially and beneficially affects the interests of
the Certificateholders.
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Mortgage Trust Fund, the First Level Certificate Trust Fund
or the Certificate Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding-up of the Mortgage Trust
Fund, the First Level Certificate Trust Fund or the Certificate Trust Fund,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote or in any manner
otherwise to control the operation and management of the Mortgage Trust Fund,
the First Level Certificate Trust Fund or the Certificate Trust Fund or the
obligations of the parties hereto (except as provided in Section 5.09,
Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and
this Section 10.03), nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing of
any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing Percentage Interests aggregating
not less than 25% of the Certificate Trust Fund shall have made written
request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred
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therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. However, the Trustee is under
no obligation to exercise any of the extraordinary trusts or powers vested in
it by this Agreement or to make any investigation of matters arising
hereunder or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders unless such Certificateholders have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby. It is understood and intended, and
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided
and for the equal, ratable and common benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section 10.03, each
and every Certificateholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. The Master
Servicer shall furnish or cause to be furnished to the Trustee, within 30
days after receipt of a request by the Trustee in writing, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to such Certificateholders.
If three or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states
that the applicants desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt
of such list from the Master Servicer, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by
the Trustee. If such a list is as of a date more than 90 days prior to the
date of receipt of such applicants' request, the Trustee shall promptly
request from the Master Servicer a current list as provided above, and shall
afford such applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding the same, agrees with
the Master Servicer and the Trustee that neither the Master Servicer nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 10.05. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Illinois and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 10.06. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered or certified mail to (a) in
the case of the Company, 75 North Fairway Drive, Vernon Hills, Illinois
60061, Attention: General Counsel (with a copy directed to the attention of
the Master
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Servicing Department) or such other address as may hereafter be furnished to
the Trustee in writing by the Company, (b) in the case of the Master
Servicer, 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention:
General Counsel (with a copy directed to the attention of the Master
Servicing Department) or such other address as may hereafter be furnished to
the Trustee in writing by the Master Servicer, (c) in the case of the
Trustee, at its Corporate Trust Office, or such other address as may
hereafter be furnished to the Master Servicer in writing by the Trustee, (d)
in the case of the Certificate Registrar, at its Corporate Trust Office, or
such other address as may hereafter be furnished to the Trustee in writing by
the Certificate Registrar, (e) in the case of DCR, 55 East Monroe St.,
Chicago, Illinois 60603, Attention: MBS Monitoring, or such other address as
may hereafter be furnished to the Trustee and Master Servicer in writing by
DCR, and (f) in the case of Moody's, 99 Church St., New York, New York 10007,
Attention: Mortgage Finance Group, Residential Surveillance Unit, or such
other address as may hereafter be furnished to the Trustee and Master
Servicer in writing by Moody's. Notices to the Rating Agency shall also be
deemed to have been duly given if mailed by first class mail, postage
prepaid, to the above listed addresses of the Rating Agency. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given,
whether or not the Certificateholder receives such notice.
Section 10.07. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
Section 10.08. COUNTERPART SIGNATURES. For the purpose of facilitating
the recordation of this Agreement as herein provided and for other purposes,
this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 10.09. BENEFITS OF AGREEMENT. Nothing in this Agreement or in
any Certificate, expressed or implied, shall give to any Person, other than
the parties hereto and their respective successors hereunder, any separate
trustee or co-trustee appointed under Section 8.10, and the
Certificateholders, any benefit or any legal or equitable right, remedy or
claim under this Agreement.
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.
(a) The Trustee shall notify the Rating Agency of the occurrence of any
of the following events, in the manner provided in Section 10.06:
(i) the occurrence of an Event of Default pursuant to Section 7.01,
subject to the provisions of Section 8.01(d);
(ii) the appointment of a successor Master Servicer pursuant to
Section 7.02;
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(b) The Master Servicer shall notify the Rating Agency of the occurrence
of any of the following events, in the manner provided in Section 10.06:
(i) any amendment of this Agreement pursuant to Section 10.01;
(ii) the appointment of a successor Trustee pursuant to Section
8.08;
(iii) the filing of any claim under or the cancellation or
modification of any fidelity bond and errors and omissions coverage
pursuant to Section 3.01 and Section 3.06 with respect to the Master
Servicer or any Servicer;
(iv) any change in the location of the Certificate Account, any
Custodial Account for P&I or any Custodial Account for Reserves;
(v) the repurchase of any Mortgage Loan pursuant to a Purchase
Obligation or the repurchase of the outstanding Mortgage Loans pursuant
to Section 9.01;
(vi) the occurrence of the final Distribution Date or the
termination of the trust pursuant to Section 9.01(a)(ii);
(vii) the failure of the Master Servicer to make a Monthly P&I
Advance following a determination on the Determination Date that the
Master Servicer would make such advance pursuant to Section 4.03; and
(viii) the failure of the Master Servicer to make a determination on
the Determination Date regarding whether it would make a Monthly P&I
Advance when a shortfall exists between (x) payments scheduled to be
received in respect of the Mortgage Loans and (y) the amounts actually
deposited in the Certificate Account on account of such payments,
pursuant to Section 4.03.
(c) The Master Servicer shall provide copies of the statements pursuant
to Section 4.02, Section 4.06, Section 4.08, Section 3.13 or Section 3.15 or
any other statements to the Rating Agency in such time and manner that such
statements or determinations are required to be provided to
Certificateholders. With respect to the reports described in the second
paragraph of Section 4.02, the Master Servicer shall provide such reports to
the Rating Agency in respect of each Distribution Date, without regard to
whether any Certificateholder or the Trustee has requested such report for
such Distribution Date.
126
<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:
-----------------------------------
Attest:
Its:
FIRST BANK NATIONAL ASSOCIATION, as
TRUSTEE
(SEAL)
By:
-----------------------------------
Attest:
Its:
<PAGE>
ACKNOWLEDGEMENT OF CORPORATION
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
On this ___ day of December, 1996 before me, a Notary Public in and for
said State, personally appeared _____________________________________________,
known to me to be the ______________________________ of PNC MORTGAGE SECURITIES
CORP., one of the corporations that executed the within interest, and also known
to me to be the person who executed it on behalf of said Corporation, and
acknowledged to me that such corporation executed the within instrument pursuant
to its By-Laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in the certificate first above written.
____________________________________
Notary Public
(SEAL)
<PAGE>
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MINNESOTA )
) SS.
COUNTY OF ___________ )
On this ____ day of December, 1996 before me, a Notary Public in and for
said State, personally appeared ___________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature __________________________________________________ (SEAL)
<PAGE>
Exhibit A-1
CUSIP 693 48L HD4
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-1
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.000% per annum.
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IA-1
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IA-1 Remittance Rate: 7.000%. $____________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IA-1 Principal Balance as of the Cut-Off Date:
$31,969,544.00
____________________
Registered Owner Certificate No. __
A-1-1
<PAGE>
Exhibit A-2
CUSIP 693 48L HE2
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-2
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.000% per annum. [Assuming that the Mortgage
Loans underlying the Certificates prepay at the prepayment assumption used by
the issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has
been issued with original issue discount ("OID") of no more than $
per $100,000 of initial Certificate Principal Balance, the yield to maturity
is %, and the amount of OID attributable to the short period is not more
than $ per $100,000 of initial Certificate Principal Balance,
computed under the exact method. No representation is made that the Mortgage
Loans will prepay at a rate based on the Basic Prepayment Rate or any other
rate.]
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IA-2
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IA-2 Remittance Rate: 7.000% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IA-2 Principal Balance as of the Cut-Off Date:
$7,680,000.00
____________________
Registered Owner Certificate No. __
A-2-1
<PAGE>
Exhibit A-3
CUSIP 693 48L HF9
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-3
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 27, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.000% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IA-3
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IA-3 Remittance Rate: 7.000% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IA-3 Principal Balance as of the Cut-Off Date:
$4,700,000.00
____________________
Registered Owner Certificate No. __
A-3-1
<PAGE>
Exhibit A-4
CUSIP 693 48L HR3
MORTGAGE PASS-THROUGH CERTIFICATE
Class IP
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things, a
trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to
four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. Interest is not payable with respect to this Certificate.
[Assuming that the Mortgage Loans underlying the Certificates prepay at
the prepayment assumption used by the issuer in pricing this Certificate
(I.E., 260% of the Basic Prepayment Assumption as described in the Prospectus
Supplement), this Certificate has been issued with original issue discount
("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
Series 1996-4 Portion of the Class IP Principal
Balance as of the Cut-Off Date
evidenced by this Certificate
Class IP Remittance Rate: 0.00% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IP Principal Balance as of the Cut-Off Date:
$336,248.15
____________________
Registered Owner Certificate No. __
A-4-1
<PAGE>
Exhibit A-5
CUSIP 693 48L HP7
MORTGAGE PASS-THROUGH CERTIFICATE
Class IX
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.000% per annum. [Assuming that the Mortgage
Loans underlying the Certificates prepay at the prepayment assumption used by
the issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has
been issued with original issue discount ("OID") of no more than $
per $100,000 of initial Certificate Principal Balance, the yield to maturity
is %, and the amount of OID attributable to the short period is not more
than $ per $100,000 of initial Certificate Principal Balance,
computed under the exact method. No representation is made that the Mortgage
Loans will prepay at a rate based on the Basic Prepayment Rate or any other
rate.]
Series 1996-4 Portion of the Class IX Notional
Amount as of the Cut-Off Date
evidenced by this Certificate
Class IX Remittance Rate: 7.000% $_________________
applied to the Class IX Notional
Amount
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IX Principal Balance as of the Cut-Off Date:
$0.00
Class IX Notional Amount as of the Cut-Off Date:
$2,589,942.00
____________________
Registered Owner Certificate No. __
A-5-1
<PAGE>
Exhibit A-6
CUSIP 693 48L HG7
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-1
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 6.125% per annum.
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IIA-1
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIA-1 Remittance Rate: From $____________________
the 25th of each month to the
24th of the succeeding month, a
per annum rate equal to LIBOR
plus 0.750%, subject to a minimum
and maximum Remittance Rate of
0.750% and 9.000% per annum,
respectively.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA-1 Principal Balance as of the Cut-Off Date:
$25,494,373.00
____________________
Registered Owner Certificate No. __
A-6-1
<PAGE>
Exhibit A-7
CUSIP 693 48L HH5
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-2
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 2.875% per annum. [Assuming that the Mortgage
Loans underlying the Certificates prepay at the prepayment assumption used by
the issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has
been issued with original issue discount ("OID") of no more than $
per $100,000 of initial Certificate Principal Balance, the yield to maturity
is %, and the amount of OID attributable to the short period is not more
than $ per $100,000 of initial Certificate Principal Balance,
computed under the exact method. No representation is made that the Mortgage
Loans will prepay at a rate based on the Basic Prepayment Rate or any other
rate.]
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IIA-2
Notional Amount as of the Cut-Off
Date evidenced by this
Certificate
Class IIA-2 Remittance Rate: From $_________________________
the 25th of each month to the
24th of the succeeding month, a
per annum rate equal to 8.250%
minus LIBOR, subject to a minimum
and maximum Remittance Rate of
0.000% and 8.250% per annum,
respectively.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA-2 Principal Balance as of the Cut-Off Date:
$0.00
Class IIA-2 Notional Amount as of the Cut-Off Date:
$25,494,373.00
____________________
Registered Owner Certificate No. __
A-7-1
<PAGE>
Exhibit A-8
CUSIP 693 48L HJ1
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-3
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.750% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IIA-3
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IIA-3 Remittance Rate: 7.750% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA-3 Principal Balance as of the Cut-Off Date:
$11,164,000.00
____________________
Registered Owner Certificate No. __
A-8-1
<PAGE>
Exhibit A-9
CUSIP 693 48L HK8
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-4
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 8.000% per annum.
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IIA-4
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IIA-4 Remittance Rate: 8.000% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA-4 Principal Balance as of the Cut-Off Date:
$3,436,000.00
____________________
Registered Owner Certificate No. __
A-9-1
<PAGE>
Exhibit A-10
CUSIP 693 48L HL6
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-5
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 8.000% per annum.
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IIA-5
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IIA-5 Remittance Rate: 8.000% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA-5 Principal Balance as of the Cut-Off Date:
$9,658,126.00
____________________
Registered Owner Certificate No. __
A-10-1
<PAGE>
Exhibit A-11
CUSIP 693 48L HM4
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-6
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.250% per annum. [Assuming that the Mortgage
Loans underlying the Certificates prepay at the prepayment assumption used by
the issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has
been issued with original issue discount ("OID") of no more than $
per $100,000 of initial Certificate Principal Balance, the yield to maturity
is %, and the amount of OID attributable to the short period is not more
than $ per $100,000 of initial Certificate Principal Balance,
computed under the exact method. No representation is made that the Mortgage
Loans will prepay at a rate based on the Basic Prepayment Rate or any other
rate.]
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IIA-6
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IIA-6 Remittance Rate: 7.250% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA-6 Principal Balance as of the Cut-Off Date:
$22,703,372.00
____________________
Registered Owner Certificate No. __
A-11-1
<PAGE>
Exhibit A-12
CUSIP 693 48L HN2
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-7
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.750% per annum.
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-4 Portion of the Class IIA-7
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IIA-7 Remittance Rate: 7.750% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA-7 Principal Balance as of the Cut-Off Date:
$22,703,372.00
____________________
Registered Owner Certificate No. __
A-12-1
<PAGE>
Exhibit A-13
CUSIP 693 48L HS1
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIP
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. Interest is not payable with respect to this Certificate.
[Assuming that the Mortgage Loans underlying the Certificates prepay at the
prepayment assumption used by the issuer in pricing this Certificate (I.E.,
260% of the Basic Prepayment Assumption as described in the Prospectus
Supplement), this Certificate has been issued with original issue discount
("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
Series 1996-4 Portion of the Class IIP
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate
Class IIP Remittance Rate: 0.00% $_________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIP Principal Balance as of the Cut-Off Date:
$993,737.28
____________________
Registered Owner Certificate No. __
A-13-1
<PAGE>
Exhibit A-14
CUSIP 693 48L HQ5
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIX
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 8.000% per annum. [Assuming that the Mortgage
Loans underlying the Certificates prepay at the prepayment assumption used by
the issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has
been issued with original issue discount ("OID") of no more than $
per $100,000 of initial Certificate Principal Balance, the yield to maturity
is %, and the amount of OID attributable to the short period is not more
than $ per $100,000 of initial Certificate Principal Balance,
computed under the exact method. No representation is made that the Mortgage
Loans will prepay at a rate based on the Basic Prepayment Rate or any other
rate.]
Series 1996-4 Portion of the Class IIX Notional
Amount as of the Cut-Off Date
evidenced by this Certificate
$_________________
Class IIX Remittance Rate: 8.000% Cut-Off Date: December 1, 1996
applied to the Class IIX Notional
Amount
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIX Principal Balance as of the Cut-Off Date:
$0.00
Class IIX Notional Amount as of the Cut-Off Date:
$3,122,756.00
____________________
Registered Owner Certificate No. __
A-14-1
<PAGE>
Exhibit A-15
CUSIP 693 48L HT9
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-1
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is
December 27, 1996. The rate at which interest is payable as of the Issue Date
with respect to this Certificate is 7.683% per annum. [Assuming that the
Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 260% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is made
that the Mortgage Loans will prepay at a rate based on the Basic Prepayment
Rate or any other rate.]
IN THE CASE OF ANY CLASS B-1 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF
ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN, OR ANY
OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN
SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE
EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-1 CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION
OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE,
THE MASTER SERVICER OR THE COMPANY.
The Class B-1 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1996-4 Portion of the Class B-1
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B-1 Remittance Rate: the $____________________
quotient expressed as a percentage
of (a) the sum of (i) the product
of (x) 7.000% and (y) the Group I
Subordinate Amount and (ii) the
product of (x) 8.000% and (y) the
Group II Subordinate Amount over
(b) the sum of the Group I
Subordinate Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B-1 Principal Balance as of the Cut-Off Date:
$1,833,840.00
____________________
Registered Owner Certificate No. __
A-15-1
<PAGE>
Exhibit A-16
CUSIP 693 48L HU6
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-2
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is
December 27, 1996. The rate at which interest is payable as of the Issue Date
with respect to this Certificate is 7.683% per annum.
IN THE CASE OF ANY CLASS B-2 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-2
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-2 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1996-4 Portion of the Class B-2
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B-2 Remittance Rate: the $____________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B-2 Principal Balance as of the Cut-Off Date:
$1,833,840.00
____________________
Registered Owner Certificate No. __
A-16-1
<PAGE>
Exhibit A-17
CUSIP 693 48L HV4
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-3
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is
December 27, 1996. The rate at which interest is payable as of the Issue Date
with respect to this Certificate is 7.683% per annum.
IN THE CASE OF ANY CLASS B-3 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-3
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-3 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1996-4 Portion of the Class B-3
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B-3 Remittance Rate: the $____________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B-3 Principal Balance as of the Cut-Off Date:
$733,536.00
____________________
Registered Owner Certificate No. __
A-17-1
<PAGE>
Exhibit A-18
CUSIP 693 48L HZ5
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-4
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Date") of this Certificate is December 27,
1996. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is 7.683% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has
been issued with original issue discount ("OID") of no more than $
per $100,000 of initial Certificate Principal Balance, the yield to maturity
is %, and the amount of OID attributable to the short period is not more
than $ per $100,000 of initial Certificate Principal Balance,
computed under the exact method. No representation is made that the Mortgage
Loans will prepay at a rate based on the Basic Prepayment Rate or any other
rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE
POOLING AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-4 CERTIFICATE
PRESENTED FOR REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF
ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT
AS OTHERWISE SET FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN
OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO
THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A
CLASS B-4 CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION
OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.
The Class B-4 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1996-4 Portion of the Class B-4
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B-4 Remittance Rate: the $____________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B-4 Principal Balance as of the Cut-Off Date:
$440,122.00
____________________
Registered Owner Certificate No. __
A-18-1
<PAGE>
Exhibit A-19
CUSIP 693 48L JA8
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-5
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is
December 27, 1996. The rate at which interest is payable as of the Issue Date
with respect to this Certificate is 7.683% per annum. [Assuming that the
Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 260% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is made
that the Mortgage Loans will prepay at a rate based on the Basic Prepayment
Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE
POOLING AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-5 CERTIFICATE
PRESENTED FOR REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF
ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT
AS OTHERWISE SET FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN
OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO
THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A
CLASS B-5 CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION
OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.
The Class B-5 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1996-4 Portion of the Class B-5
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B-5 Remittance Rate: the $____________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B-5 Principal Balance as of the Cut-Off Date:
$513,475.00
____________________
Registered Owner Certificate No. __
A-19-1
<PAGE>
Exhibit A-20
CUSIP 693 48L JB6
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-6
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is
December 27, 1996. The rate at which interest is payable as of the Issue Date
with respect to this Certificate is 7.683% per annum. [Assuming that the
Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 260% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is made
that the Mortgage Loans will prepay at a rate based on the Basic Prepayment
Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE
POOLING AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-6 CERTIFICATE
PRESENTED FOR REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4976 OF THE
CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF
ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT
AS OTHERWISE SET FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN
OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO
THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A
CLASS B-6 CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION
OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.
The Class B-6 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1996-4 Portion of the Class B-6
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
$____________________
Class B-6 Remittance Rate: the
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B-6 Principal Balance as of the Cut-Off Date:
$513,476.05
____________________
Registered Owner Certificate No. __
A-20-1
<PAGE>
Exhibit B-1
CUSIP 693 48L HX0
MORTGAGE TRUST CERTIFICATE
Class R-1
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY
AND THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFER TO IMPEDE THE ASSESSMENT
OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-1 CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
A CLASS R-1 CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
IN THE CASE OF ANY CLASS R-1 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS R-1 CERTIFICATE
IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF
COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1996-4 Percentage Interest evidenced by this
Class R-1 Certificate in the distributions
to be made with respect to the Class R-1
Class R-1 Remittance Rate: 7.000%. Certificates: ___%
Additionally, the
the Class R-1 Certificates are
entitled to Excess Liquidation
Proceeds and the Residual Distribution
Amount as defined in the Pooling Agreement.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class R-1 Principal Balance as of the Cut-Off Date:
$50.00
_________________________
Registered Owner Certificate No. ___
B-1
<PAGE>
Exhibit B-2
CUSIP 693 48L HY8
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class R-2
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY
AND THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT
OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-2 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-2 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-2 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-2 CERTIFICATE
IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF
COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1996-4 Percentage Interest evidenced
by this Class R-2 Certificate
in the distributions to be made
with respect to the Class R-2
Class R-2 Remittance Rate: 7.000%. Certificates: ____%
Additionally, the Class R-2
Certificates are entitled to the
Residual Distribution Amount as
defined in the Pooling Agreement.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class R-2 Principal Balance as of the Cut-Off Date: $50.00
_________________________
Registered Owner Certificate No. ___
B-2
<PAGE>
Exhibit B-3
CUSIP 693 48L HW2
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY
AND THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT
OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE
CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME
OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY
OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE
EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS R CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1996-4 Percentage Interest evidenced
by this Class R Certificate in
the distributions to be made
with respect to the Class R
Class R Remittance Rate: 7.000%. Certificates: ____%
Additionally, the Class R
Certificates are entitled to the
Residual Distribution Amount as
defined in the Pooling Agreement.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class R Principal Balance as of the Cut-Off Date: $50.00
______________________
Registered Owner Certificate No. ___
B-3
<PAGE>
Exhibit C-1
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IA1-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit", as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IA1-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IA1-L Remittance Rate: 7.000% $______________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IA1-L Principal Balance as of the Cut-Off Date:
$31,969,544.00
______________________
Registered Owner Certificate No. ___
C-1-1
<PAGE>
Exhibit C-2
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IA2-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IA2-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IA2-L Remittance Rate: 7.000% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IA2-L Principal Balance as of the Cut-Off Date:
$7,680,000.00
______________________
Registered Owner Certificate No. ___
C-2-1
<PAGE>
Exhibit C-3
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IA3-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IA3-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IA3-L Remittance Rate: 7.000% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IA3-L Principal Balance as of the Cut-Off Date:
$4,700,000.00
______________________
Registered Owner Certificate No. ___
C-3-1
<PAGE>
Exhibit C-4
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IP-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 27, 1996.
Series 1996-4 Portion of the Class IP-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IP-L Remittance Rate: 0.00% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IP-L Principal Balance as of the Cut-Off Date:
$336,248.15
______________________
Registered Owner Certificate No. ___
C-4-1
<PAGE>
Exhibit C-5
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IX-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IX Notional
Amount as of the Cut-Off Date
evidenced by this Certificate:
$_______________________________
Class IX-L Remittance Rate: 7.000%
applied to the Class IX Notional Amount
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IX-L Principal Balance as of the Cut-Off Date:
$0.00
Class IX Notional Amount as of the Cut-Off Date:
$2,589,942.00
______________________
Registered Owner Certificate No. ___
C-5-1
<PAGE>
Exhibit C-6
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIA1-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IIA1-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIA1-L Remittance Rate: 9.000% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA1-L Principal Balance as of the Cut-Off Date:
$25,494,373.00
______________________
Registered Owner Certificate No. ___
C-6-1
<PAGE>
Exhibit C-7
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIA3-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IIA3-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIA3-L Remittance Rate: 7.750% $______________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA3-L Principal Balance as of the Cut-Off Date:
$11,164,000.00
______________________
Registered Owner Certificate No. ___
C-7-1
<PAGE>
Exhibit C-8
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIA4-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IIA4-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIA4-L Remittance Rate: 8.000% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA4-L Principal Balance as of the Cut-Off Date:
$3,436,000.00
______________________
Registered Owner Certificate No. ___
C-8-1
<PAGE>
Exhibit C-9
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIA5-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IIA5-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIA5-L Remittance Rate: 8.000% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA5-L Principal Balance as of the Cut-Off Date:
$9,658,126.00
______________________
Registered Owner Certificate No. ___
C-9-1
<PAGE>
Exhibit C-10
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIA6-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 27, 1996.
Series 1996-4 Portion of the Class IIA6-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIA6-L Remittance Rate: 7.250% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA6-L Principal Balance as of the Cut-Off Date:
$22,703,372.00
______________________
Registered Owner Certificate No. ___
C-10-1
<PAGE>
Exhibit C-11
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIA7-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 27, 1996.
Series 1996-4 Portion of the Class IIA7-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIA7-L Remittance Rate: 7.750% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIA7-L Principal Balance as of the Cut-Off Date:
$22,703,372.00
______________________
Registered Owner Certificate No. ___
C-11-1
<PAGE>
Exhibit C-12
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIP-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IIP-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class IIP-L Remittance Rate: 0.00% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIP-L Principal Balance as of the Cut-Off Date:
$993,737.28
______________________
Registered Owner Certificate No. ___
C-12-1
<PAGE>
Exhibit C-13
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIX-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class IIX Notional
Amount as of the Cut-Off Date
evidenced by this Certificate:
$________________________________
Class IIX-L Remittance Rate:
8.000% applied to the Class IIX
Notional Amount
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIX-L Principal Balance as of the Cut-Off Date:
$0.00
Class IIX Notional Amount as of the Cut-Off Date:
$3,122,756.00
______________________
Registered Owner Certificate No. ___
C-13-1
<PAGE>
Exhibit C-14
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B1-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class B1-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B1-L Remittance Rate: the $_____________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B1-L Principal Balance as of the Cut-Off Date:
$1,833,840.00
______________________
Registered Owner Certificate No. ___
C-14-1
<PAGE>
Exhibit C-15
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B2-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class B2-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B2-L Remittance Rate: the $_____________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B2-L Principal Balance as of the Cut-Off Date:
$1,833,840.00
______________________
Registered Owner Certificate No. ___
C-15-1
<PAGE>
Exhibit C-16
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B3-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class B3-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B3-L Remittance Rate: the $_____________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B3-L Principal Balance as of the Cut-Off Date:
$733,536.00
______________________
Registered Owner Certificate No. ___
C-16-1
<PAGE>
Exhibit C-17
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B4-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class B4-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B4-L Remittance Rate: the $_____________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B4-L Principal Balance as of the Cut-Off Date:
$440,122.00
______________________
Registered Owner Certificate No. ___
C-17-1
<PAGE>
Exhibit C-18
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B5-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class B5-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B5-L Remittance Rate: the $_____________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B5-L Principal Balance as of the Cut-Off Date:
$513,475.00
______________________
Registered Owner Certificate No. ___
C-18-1
<PAGE>
Exhibit C-19
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B6-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class B6-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class B6-L Remittance Rate: the $_____________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
8.000% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class B6-L Principal Balance as of the Cut-Off Date:
$513,476.05
______________________
Registered Owner Certificate No. ___
C-19-1
<PAGE>
Exhibit C-20
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class R-L
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is December
27, 1996.
Series 1996-4 Portion of the Class R-L
Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
Class R-L Remittance Rate: 7.000% $_____________________________
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class R-L Principal Balance as of the Cut-Off Date:
$50.00
______________________
Registered Owner Certificate No. ___
C-20-1
<PAGE>
(vlegal.ace v1.4) Page 1
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- ------------------------- ------------------------ --------------- ----- ----- --------------
<S> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE 316 N. NASSAU AVENUE MARGATE NJ 08402 $235,949.47
500058305 LALWANI,ANIL K 251 MOLINO AVENUE MILL VALLEY CA 94941 $353,999.23
500058632 REYNOLDS,MICHAEL&BARBARA 127 TIBURON BOULEVARD MILL VALLEY CA 94941 $411,155.72
500058710 SHEWER,KENNETH A 112 GUNN HILL ROAD NEW PRESTON (WA CT 06777 $1,272,022.34
500058812 MIRZAIE,REZA 1609 QUEENSTOWN ROAD NICHOLS HILLS OK 73116 $298,384.07
500058895 ARONSTEIN,MICHAEL C 74 WENDOVER ROAD TOWN OF HARRISO NY 10580 $426,755.42
500058902 KRAMER,ALLEN S 18565 DORAL WAY TARZANA CA 91355 $284,015.32
500058990 TANG,C BRIAN M D & HSUEH 2737 VIA OLEDAS PALOS VERDES ES CA 90274 $536,566.56
500058991 HARRISON,DONALD G & NANCY 1934 PORT PROVENCE PLACE NEWPORT BEACH CA 92660 $553,733.81
500058993 FAN,LONG-SHENG & HSIEH,ME 7103 MARTWOOD WAY SAN JOSE CA 95120 $208,241.70
500059202 LYNCH,JOSEPH M & ANN J 17184 CARRANZA DRIVE SAN DIEGO CA 92127 $234,610.01
500059205 ROGERS,TRICIA NEUJAHR & T 6974 MILLIE MAY LANE VACAVLLE CA 95688 $221,114.85
500059208 MCDONALD,LAWRENCE JAMES & 1380 JAMES COURT MORGAN HILL CA 95037 $434,400.79
500059213 ALDERSON,JAMES C & CHERYL 1356 STONECREST CIRCLE BREA CA 92621 $262,305.93
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE 7.750 .150 7.600 .1000 7.500 06/01/2010
500058305 LALWANI,ANIL K 7.250 .150 7.100 .1000 7.000 06/01/2010
500058632 REYNOLDS,MICHAEL&BARBARA 7.550 .250 7.300 .0500 7.250 08/01/2010
500058710 SHEWER,KENNETH A 7.375 .150 7.225 .1000 7.125 08/01/2010
500058812 MIRZAIE,REZA 7.000 .150 6.850 .1000 6.750 08/01/2010
500058895 ARONSTEIN,MICHAEL C 7.250 .150 7.100 .1000 7.000 08/01/2010
500058902 KRAMER,ALLEN S 6.875 .150 6.725 .1000 6.625 08/01/2010
500058990 TANG,C BRIAN M D & HSUEH 7.250 .250 7.000 .0500 6.950 07/01/2010
500058991 HARRISON,DONALD G & NANCY 7.625 .250 7.375 .0500 7.325 07/01/2010
500058993 FAN,LONG-SHENG & HSIEH,ME 7.625 .250 7.375 .0500 7.325 07/01/2010
500059202 LYNCH,JOSEPH M & ANN J 7.500 .250 7.250 .0500 7.200 07/01/2010
500059205 ROGERS,TRICIA NEUJAHR & T 7.625 .250 7.375 .0500 7.325 07/01/2010
500059208 MCDONALD,LAWRENCE JAMES & 7.125 .250 6.875 .0500 6.825 07/01/2010
500059213 ALDERSON,JAMES C & CHERYL 7.500 .250 7.250 .0500 7.200 07/01/2010
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE 091814799 $2,353.19 12/01/1996 180
500058305 LALWANI,ANIL K 091819730 $3,432.36 12/01/1996 180
500058632 REYNOLDS,MICHAEL&BARBARA 120178970 $4,026.28 12/01/1996 180
500058710 SHEWER,KENNETH A 091819914 ********* 12/01/1996 180
500058812 MIRZAIE,REZA 091829383 $2,831.31 18 12/01/1996 180
500058895 ARONSTEIN,MICHAEL C 091827050 $6,618.26 12/01/1996 180
500058902 KRAMER,ALLEN S 091832749 $2,675.56 12/01/1996 180
500058990 TANG,C BRIAN M D & HSUEH 3664307 $5,203.32 12/01/1996 180
500058991 HARRISON,DONALD G & NANCY 3665544 $5,464.66 12/01/1996 180
500058993 FAN,LONG-SHENG & HSIEH,ME 3665536 $2,055.09 12/01/1996 180
500059202 LYNCH,JOSEPH M & ANN J 0003669611 $2,299.00 12/01/1996 180
500059205 ROGERS,TRICIA NEUJAHR & T 0003666120 $2,182.13 12/01/1996 180
500059208 MCDONALD,LAWRENCE JAMES & 0003652492 $4,166.83 12/01/1996 180
500059213 ALDERSON,JAMES C & CHERYL 3668282 $2,628.09 3 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE .00 .00 .00 .000 .150 .250 $475,000.00 N
500058305 LALWANI,ANIL K .00 .00 .00 .000 .150 .250 $470,000.00 N
500058632 REYNOLDS,MICHAEL&BARBARA $590,000.00 N
500058710 SHEWER,KENNETH A .00 .00 .00 .000 .150 .250 $1,787,500.00 N
500058812 MIRZAIE,REZA .00 .00 .00 .000 .150 .250 $360,000.00 N
500058895 ARONSTEIN,MICHAEL C .00 .00 .00 .000 .150 .250 $975,000.00 N
500058902 KRAMER,ALLEN S .00 .00 .00 .000 .150 .250 $603,000.00 N
500058990 TANG,C BRIAN M D & HSUEH $1,400,000.00 N
500058991 HARRISON,DONALD G & NANCY $1,045,000.00 N
500058993 FAN,LONG-SHENG & HSIEH,ME $330,000.00 N
500059202 LYNCH,JOSEPH M & ANN J $310,000.00 N
500059205 ROGERS,TRICIA NEUJAHR & T $292,000.00 N
500059208 MCDONALD,LAWRENCE JAMES & $575,000.00 N
500059213 ALDERSON,JAMES C & CHERYL $315,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 2
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------------- ------------------------ --------------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A 2108 WARFIELD AVENUE REDONDO BEACH CA 90278 $214,676.19
500060056 COHEN,MORLEY J & ANITA 573 MEADOWRUN STREET THOUSAND OAKS CA 91360 $261,577.58
500060238 SUBER,JAMES O 49623 WINSLOW COURT PLYMOUTH TWP MI 48170 $278,841.29
500060280 BIANCO,JOSEPH 180 BARTON AVENUE PALM BEACH FL 33480 $719,423.90
500060406 MICKELIS,GEORGE N 3301 RICE BOULEVARD HOUSTON TX 77005 $329,170.38
500060410 WARNER,DHYANNE 350 AMBAR WAY MENLO PARK CA 94025 $480,850.26
500060472 EYE,ROBERT C JR & TROUT,P 6 SPANISH BAY COURT PETALUMA CA 94954 $244,919.89
500060473 WILBORN,ELTON A & BEVERLY 11273 WEST ASBURY AVENUE LAKEWOOD CO 80227 $331,507.87
500060489 JAFFRAY,DOUGLAS S 5331 SWITCH GRASS LANE NAPERVILLE IL 60565 $212,117.14
500060633 RAHMATI,MAJID 430 CREEKSIDE COURT LEAGUE CITY TX 77573 $231,090.85
500060634 MADORIN,LORA 300 MOUNTAIN SPRING ROAD FARMINGTIN CT 06032 $270,191.04
500060641 AINSLIE,GEORGE E 3165 MOTOR AVENUE LOS ANGELES CA 90064 $481,526.85
500060648 SALNESS,KYM A 246 E. CARACAS AVENUE HERSHEY PA 17033 $322,922.32
500060650 REBER,STANLEY R 366 HICKORY LANE TWP. OF LOWER M PA 19035 $271,499.48
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A 7.000 .150 6.850 .1000 6.750 10/01/2010
500060056 COHEN,MORLEY J & ANITA 7.625 .250 7.375 .0500 7.325 10/01/2010
500060238 SUBER,JAMES O 7.625 .250 7.375 .0500 7.325 11/01/2010
500060280 BIANCO,JOSEPH 7.500 .250 7.250 .0500 7.200 11/01/2010
500060406 MICKELIS,GEORGE N 7.500 .150 7.350 .1000 7.250 12/01/2010
500060410 WARNER,DHYANNE 7.250 .150 7.100 .1000 7.000 12/01/2010
500060472 EYE,ROBERT C JR & TROUT,P 7.750 .250 7.500 .0500 7.450 12/01/2010
500060473 WILBORN,ELTON A & BEVERLY 7.875 .250 7.625 .0500 7.575 12/01/2010
500060489 JAFFRAY,DOUGLAS S 7.750 .150 7.600 .1000 7.500 01/01/2011
500060633 RAHMATI,MAJID 7.625 .150 7.475 .1000 7.375 01/01/2011
500060634 MADORIN,LORA 8.000 .250 7.750 .0500 7.700 08/01/2010
500060641 AINSLIE,GEORGE E 6.875 .150 6.725 .1000 6.625 01/01/2011
500060648 SALNESS,KYM A 7.000 .150 6.850 .1000 6.750 01/01/2011
500060650 REBER,STANLEY R 6.500 .150 6.350 .1000 6.250 01/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A 091843824 $2,022.36 12/01/1996 180
500060056 COHEN,MORLEY J & ANITA 3773611 $2,554.85 12/01/1996 180
500060238 SUBER,JAMES O 3660610 $2,776.24 12/01/1996 180
500060280 BIANCO,JOSEPH 091850127 $6,952.59 12/01/1996 180
500060406 MICKELIS,GEORGE N 091838349 $3,170.38 12/01/1996 180
500060410 WARNER,DHYANNE 091851244 $4,564.31 12/01/1996 180
500060472 EYE,ROBERT C JR & TROUT,P 3782257 $2,409.67 12/01/1996 180
500060473 WILBORN,ELTON A & BEVERLY 3810793 $3,281.64 2 12/01/1996 180
500060489 JAFFRAY,DOUGLAS S 091823244 $2,124.93 12/01/1996 180
500060633 RAHMATI,MAJID 091820759 $2,241.91 12/01/1996 180
500060634 MADORIN,LORA 091821008 $2,714.05 12/01/1996 180
500060641 AINSLIE,GEORGE E 091853011 $4,459.27 12/01/1996 180
500060648 SALNESS,KYM A 091853985 $3,145.90 12/01/1996 180
500060650 REBER,STANLEY R 091858631 $2,456.52 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ----- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A .00 .00 .00 .000 .150 .250 $325,000.00 N
500060056 COHEN,MORLEY J & ANITA $341,900.00 N
500060238 SUBER,JAMES O $372,000.00 N
500060280 BIANCO,JOSEPH .00 .00 .00 .000 .250 .300 $1,525,000.00 N
500060406 MICKELIS,GEORGE N .00 .00 .00 .000 .150 .250 $442,000.00 N
500060410 WARNER,DHYANNE .00 .00 .00 .000 .150 .250 $680,000.00 N
500060472 EYE,ROBERT C JR & TROUT,P $320,000.00 N
500060473 WILBORN,ELTON A & BEVERLY $410,000.00 N
500060489 JAFFRAY,DOUGLAS S .00 .00 .00 .000 .150 .250 $282,195.00 N
500060633 RAHMATI,MAJID .00 .00 .00 .000 .150 .250 $320,000.00 N
500060634 MADORIN,LORA .00 .00 .00 .000 .250 .300 $523,000.00 N
500060641 AINSLIE,GEORGE E .00 .00 .00 .000 .150 .250 $645,000.00 N
500060648 SALNESS,KYM A .00 .00 .00 .000 .150 .250 $547,500.00 N
500060650 REBER,STANLEY R .00 .00 .00 .000 .150 .250 $352,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 3
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------------- ------------------------- --------------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S 4 STONE LANE VILLAGE OF QUOG NY 11959 $625,796.51
500060669 OCONNOR,J DENNIS 4851 ALBEMARLE ST. N.W. WASHINGTON DC 20016 $332,693.98
500060908 BLANCHARD,MICHAEL RAY 3111 LONG BAY COURT HOUSTON TX 77059 $352,209.84
500060909 CASTEGNER,JEANETTE D LOT # 29 YOGANANDA STREE TOWN OF NEWTOWN CT 06482 $255,448.82
500060910 SHANLEY,VINCENT P 251 RIDGEFIELD ROAD TOWN OF WILTON CT 06897 $290,680.49
500060912 GRAND,MARK D 1312 N. LAKE SHORE DRIVE BARRINGTON IL 60010 $289,872.37
500061031 YASNYI,ALLAN D 4132 FULTON AVENUE SHERMAN OAKS CA 91423 $325,364.20
500061067 CHERRY,HOWARD H III 499 QUEENS GRANT ROAD TOWN OF FAIRFIE CT 06490 $1,020,735.83
500061096 KAMRATH,DAVID J 17 RIDGE DRIVE BERKELEY HEIGHT NJ 07922 $233,311.04
500061097 SUBBARAO,DILIPKUMAR B 4 SHEEHAN DRIVE SHREWSBURY MA 01545 $276,250.45
500061127 EPSTEIN,JOEL H 1 SIMON ATHERTON ROW HARVARD MA 01451 $279,628.91
500061141 SPENCER,SUSAN L 6852 SARONI DRIVE OAKLAND CA 94611 $217,862.35
500061142 MORGINSTIN,ELIEZER & LAUR 98 NORTHERN PARKWAY PLAINVIEW NY 11803 $217,862.35
500061143 BERNIE,ROBERT D & KRISTY 30 EAGLE LAKE PLACE #24 SAN RAMON CA 94583 $234,152.21
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S 6.500 .150 6.350 .1000 6.250 01/01/2011
500060669 OCONNOR,J DENNIS 7.750 .150 7.600 .1000 7.500 01/01/2011
500060908 BLANCHARD,MICHAEL RAY 7.000 .150 6.850 .1000 6.750 02/01/2011
500060909 CASTEGNER,JEANETTE D 7.000 .150 6.850 .1000 6.750 02/01/2011
500060910 SHANLEY,VINCENT P 7.500 .150 7.350 .1000 7.250 02/01/2011
500060912 GRAND,MARK D 6.500 .150 6.350 .1000 6.250 02/01/2011
500061031 YASNYI,ALLAN D 7.125 .150 6.975 .1000 6.875 03/01/2011
500061067 CHERRY,HOWARD H III 7.500 .150 7.350 .1000 7.250 03/01/2011
500061096 KAMRATH,DAVID J 7.500 .150 7.350 .1000 7.250 03/01/2011
500061097 SUBBARAO,DILIPKUMAR B 7.750 .150 7.600 .1000 7.500 03/01/2011
500061127 EPSTEIN,JOEL H 7.000 .150 6.850 .1000 6.750 03/01/2011
500061141 SPENCER,SUSAN L 7.250 .250 7.000 .0500 6.950 02/01/2011
500061142 MORGINSTIN,ELIEZER & LAUR 7.250 .250 7.000 .0500 6.950 02/01/2011
500061143 BERNIE,ROBERT D & KRISTY 7.500 .250 7.250 .0500 7.200 03/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S 091855101 $5,662.20 12/01/1996 180
500060669 OCONNOR,J DENNIS 591857389 $3,240.34 1 12/01/1996 180
500060908 BLANCHARD,MICHAEL RAY 091856699 $3,271.73 12/01/1996 180
500060909 CASTEGNER,JEANETTE D 091857774 $2,372.91 12/01/1996 180
500060910 SHANLEY,VINCENT P 091859799 $2,781.04 12/01/1996 180
500060912 GRAND,MARK D 091860914 $2,613.32 12/01/1996 180
500061031 YASNYI,ALLAN D 091862847 $3,034.53 12/01/1996 180
500061067 CHERRY,HOWARD H III 091861466 $9,733.63 12/01/1996 180
500061096 KAMRATH,DAVID J 091847693 $2,224.83 12/01/1996 180
500061097 SUBBARAO,DILIPKUMAR B 091862046 $2,673.22 12/01/1996 180
500061127 EPSTEIN,JOEL H 091862382 $2,588.63 12 12/01/1996 180
500061141 SPENCER,SUSAN L 3840998 $2,053.95 12/01/1996 180
500061142 MORGINSTIN,ELIEZER & LAUR 3820925 $2,053.95 12/01/1996 180
500061143 BERNIE,ROBERT D & KRISTY 3827011 $2,261.92 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ----- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S .00 .00 .00 .000 .150 .250 $888,000.00 N
500060669 OCONNOR,J DENNIS .00 .00 .00 .000 .150 .250 $405,000.00 N
500060908 BLANCHARD,MICHAEL RAY .00 .00 .00 .000 .150 .250 $455,000.00 N
500060909 CASTEGNER,JEANETTE D .00 .00 .00 .000 .150 .250 $330,000.00 N
500060910 SHANLEY,VINCENT P .00 .00 .00 .000 .150 .250 $575,000.00 N
500060912 GRAND,MARK D .00 .00 .00 .000 .150 .250 $375,000.00 N
500061031 YASNYI,ALLAN D .00 .00 .00 .000 .150 .250 $455,000.00 N
500061067 CHERRY,HOWARD H III .00 .00 .00 .000 .150 .250 $2,000,000.00 N
500061096 KAMRATH,DAVID J .00 .00 .00 .000 .150 .250 $390,000.00 N
500061097 SUBBARAO,DILIPKUMAR B .00 .00 .00 .000 .150 .250 $379,000.00 N
500061127 EPSTEIN,JOEL H .00 .00 .00 .000 .150 .250 $325,000.00 N
500061141 SPENCER,SUSAN L $300,000.00 N
500061142 MORGINSTIN,ELIEZER & LAUR $285,000.00 N
500061143 BERNIE,ROBERT D & KRISTY $305,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 4
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------------- ------------------------- --------------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M 2376 NORTH GANESHA AVENUE ALTADENA CA 91001 $252,363.45
500061150 NASON,DAVID K 28411 CAYUSE LANE RANCHO PALOS VE CA 90275 $346,419.20
500061152 VARNER,STEVEN R & SIW M 5311 REESE ROAD TORRANCE CA 90505 $385,858.17
500061153 MEHALL,MARK & SUSAN J 192 WOODWIND DRIVE BLOOMFIELD HILL MI 48304 $238,171.61
500061160 JIZRAWI,SOUHAIL 344 RIVIERA DRIVE SAN RAFAEL CA 94901 $339,220.95
500061161 BILBAO,CASTOR M 9889 N.W. 133 STREET HIALEAH FL 33016 $322,746.96
500061187 RUIZ,STEPHEN J & LYNDA YS 2123 BELMONT LANE REDONDO BEACH CA 90278 $253,775.17
500061199 CHZEN,DANIEL W & BONNIE P 3114 MELBOURNE PLACE WALNUT CREEK CA 94598 $259,642.63
500061200 CEITHAML,JODY L 5002 EAST GRANDVIEW LANE PHOENIX CA 85018 $228,150.12
500061201 JHIN,KYO R & HYO BEE 26740 VIA LINDA STREET MALIBU CA 90265 $631,692.05
500061210 LEVINE,WILLIAM S & INA 2737 E ARIZONA BILTMORE C PHOENIX AZ 85016 $335,384.56
500061219 SMALLWOOD,GEORGE A ROUTE 4 BOX 229-S ROANOKE TX 76262 $236,558.86
500061220 TRINH,JOHN & KAREN 511 BAGADO COURT SAN RAMON CA 94583 $225,533.99
500061227 BULLER,GREGORY K 99 HARTFORD ROAD TOWN OF MANCHES CT 06040 $249,677.80
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M 6.875 .250 6.625 .0500 6.575 03/01/2011
500061150 NASON,DAVID K 7.375 .250 7.125 .0500 7.075 03/01/2011
500061152 VARNER,STEVEN R & SIW M 7.875 .250 7.625 .0500 7.575 03/01/2011
500061153 MEHALL,MARK & SUSAN J 7.500 .250 7.250 .0500 7.200 03/01/2011
500061160 JIZRAWI,SOUHAIL 6.625 .150 6.475 .1000 6.375 03/01/2011
500061161 BILBAO,CASTOR M 7.500 .150 7.350 .1000 7.250 03/01/2011
500061187 RUIZ,STEPHEN J & LYNDA YS 7.375 .250 7.125 .0500 7.075 02/01/2011
500061199 CHZEN,DANIEL W & BONNIE P 7.500 .250 7.250 .0500 7.200 02/01/2011
500061200 CEITHAML,JODY L 7.250 .250 7.000 .0500 6.950 02/01/2011
500061201 JHIN,KYO R & HYO BEE 7.375 .250 7.125 .0500 7.075 03/01/2011
500061210 LEVINE,WILLIAM S & INA 7.500 .250 7.250 .0500 7.200 03/01/2011
500061219 SMALLWOOD,GEORGE A 6.750 .150 6.600 .1000 6.500 04/01/2011
500061220 TRINH,JOHN & KAREN 7.500 .250 7.250 .0500 7.200 03/01/2011
500061227 BULLER,GREGORY K 7.500 .150 7.350 .1000 7.250 04/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M 3859220 $2,318.83 12/01/1996 180
500061150 NASON,DAVID K 3856754 $3,330.13 12/01/1996 180
500061152 VARNER,STEVEN R & SIW M 3856366 $3,793.80 12/01/1996 180
500061153 MEHALL,MARK & SUSAN J 3856051 $2,271.19 12/01/1996 180
500061160 JIZRAWI,SOUHAIL 091866701 $3,248.58 12/01/1996 180
500061161 BILBAO,CASTOR M 091867938 $3,077.68 12/01/1996 180
500061187 RUIZ,STEPHEN J & LYNDA YS 3843711 $2,410.20 12/01/1996 180
500061199 CHZEN,DANIEL W & BONNIE P 3852035 $2,484.40 12/01/1996 180
500061200 CEITHAML,JODY L 3847035 $2,179.01 12/01/1996 180
500061201 JHIN,KYO R & HYO BEE 3855004 $5,979.51 12/01/1996 180
500061210 LEVINE,WILLIAM S & INA 3841475 $3,198.20 12/01/1996 180
500061219 SMALLWOOD,GEORGE A 091867148 $2,149.89 12/01/1996 180
500061220 TRINH,JOHN & KAREN 3873155 $2,150.67 12/01/1996 180
500061227 BULLER,GREGORY K 091855665 $2,373.15 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M $422,000.00 N
500061150 NASON,DAVID K $460,000.00 N
500061152 VARNER,STEVEN R & SIW M $520,000.00 N
500061153 MEHALL,MARK & SUSAN J $470,000.00 N
500061160 JIZRAWI,SOUHAIL .00 .00 .00 .000 .150 .250 $540,000.00 N
500061161 BILBAO,CASTOR M .00 .00 .00 .000 .150 .250 $415,000.00 N
500061187 RUIZ,STEPHEN J & LYNDA YS $355,000.00 N
500061199 CHZEN,DANIEL W & BONNIE P $344,000.00 N
500061200 CEITHAML,JODY L $360,000.00 N
500061201 JHIN,KYO R & HYO BEE $1,050,000.00 N
500061210 LEVINE,WILLIAM S & INA $450,000.00 N
500061219 SMALLWOOD,GEORGE A .00 .00 .00 .000 .150 .250 $303,747.00 N
500061220 TRINH,JOHN & KAREN $300,000.00 N
500061227 BULLER,GREGORY K .00 .00 .00 .000 .150 .250 $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 5
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------------- ------------------------- --------------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M 2953 CLUB DRIVE LOS ANGELES CA 90064 $608,589.57
500061230 ROOK,ROBERT 108 CODMAN ROAD BROOKLINE MA 02146 $418,325.80
500061239 NGUYEN,PHUONG T & DANG,PH 12414 STRATFORD RIDGE CT ST LOUIS MO 63141 $309,296.71
500061241 GONZALEZ,JOSE E 21 COOK STREET WESTBOROUGH MA 01581 $262,410.45
500061242 WILBURN,JAMES E 4034 SOUTH YORKTOWN PLACE TULSA OK 74105 $888,975.13
500061256 FUNK,GLENN R 4214 FRANKLIN RD NASHVILLE TN 37204 $370,515.52
500061300 CODDON,JONATHAN 40 ATHERTON ROAD BROOKLINE MA 02146 $321,936.33
500061311 JONES,MARK A 224 MARLBOROUGH STREET, U BOSTON MA 02116 $355,080.39
500061325 RUSSONIELLO,ALEXANDER 5 WILSHIRE RUN TOWNSHIP OF SCO NJ 07076 $383,909.85
500061330 CROWE,JOHN F 11 BIRCH LANE GREENWICH CT 06830 $684,102.35
500061335 ZAGOZEWSKI,SHARLENE C 182 SACHEM ROAD TOWN OF SOUTHBU CT 06488 $239,544.66
500061340 LIPTAK,GREGORY J 5676 INDIAN PAINT RUN LITTLETON CO 80125 $278,990.47
500061341 FANTRY,PETER 35 MORAN CIRCLE SUDBURY MA 01776 $302,428.36
500061345 OLINE,JAMES 571 EAST HOLLAND ROAD TOWNSHIP OF NOR PA 18966 $255,265.39
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M 7.500 .250 7.250 .0500 7.200 04/01/2011
500061230 ROOK,ROBERT 7.375 .250 7.125 .0500 7.075 03/01/2011
500061239 NGUYEN,PHUONG T & DANG,PH 7.750 .250 7.500 .0500 7.450 01/01/2011
500061241 GONZALEZ,JOSE E 6.750 .150 6.600 .1000 6.500 04/01/2011
500061242 WILBURN,JAMES E 7.750 .150 7.600 .1000 7.500 04/01/2011
500061256 FUNK,GLENN R 7.375 .150 7.225 .1000 7.125 04/01/2011
500061300 CODDON,JONATHAN 7.625 .250 7.375 .0500 7.325 04/01/2011
500061311 JONES,MARK A 8.250 .250 8.000 .0500 7.950 05/01/2011
500061325 RUSSONIELLO,ALEXANDER 8.000 .150 7.850 .1000 7.750 05/01/2011
500061330 CROWE,JOHN F 7.625 .150 7.475 .1000 7.375 05/01/2011
500061335 ZAGOZEWSKI,SHARLENE C 8.250 .150 8.100 .1000 8.000 06/01/2011
500061340 LIPTAK,GREGORY J 7.750 .250 7.500 .0500 7.450 05/01/2011
500061341 FANTRY,PETER 8.250 .250 8.000 .0500 7.950 05/01/2011
500061345 OLINE,JAMES 7.625 .150 7.475 .1000 7.375 06/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M 091865849 $5,784.56 12/01/1996 180
500061230 ROOK,ROBERT 091866213 $3,992.01 12/01/1996 180
500061239 NGUYEN,PHUONG T & DANG,PH 031938 $3,002.67 12/01/1996 180
500061241 GONZALEZ,JOSE E 091847237 $2,384.83 2 12/01/1996 180
500061242 WILBURN,JAMES E 091864601 $8,575.02 12/01/1996 180
500061256 FUNK,GLENN R 091868773 $3,495.71 12/01/1996 180
500061300 CODDON,JONATHAN 091875622 $3,082.63 12/01/1996 180
500061311 JONES,MARK A 091875264 $3,515.79 12/01/1996 180
500061325 RUSSONIELLO,ALEXANDER 091878505 $3,746.16 12/01/1996 180
500061330 CROWE,JOHN F 091872420 $6,529.57 12/01/1996 180
500061335 ZAGOZEWSKI,SHARLENE C 091878550 $2,364.72 12/01/1996 180
500061340 LIPTAK,GREGORY J 091878945 $2,682.64 12/01/1996 180
500061341 FANTRY,PETER 091880709 $3,007.44 12/01/1996 180
500061345 OLINE,JAMES 091865930 $2,428.74 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M .00 .00 .00 .000 .250 .300 $1,100,000.00 N
500061230 ROOK,ROBERT .00 .00 .00 .000 .250 .300 $1,450,000.00 N
500061239 NGUYEN,PHUONG T & DANG,PH $420,000.00 N
500061241 GONZALEZ,JOSE E .00 .00 .00 .000 .150 .250 $299,487.00 N
500061242 WILBURN,JAMES E .00 .00 .00 .000 .150 .250 $1,300,000.00 N
500061256 FUNK,GLENN R .00 .00 .00 .000 .150 .250 $600,000.00 N
500061300 CODDON,JONATHAN .00 .00 .00 .000 .250 .300 $453,000.00 N
500061311 JONES,MARK A .00 .00 .00 .000 .250 .300 $465,500.00 N
500061325 RUSSONIELLO,ALEXANDER .00 .00 .00 .000 .150 .250 $560,000.00 N
500061330 CROWE,JOHN F .00 .00 .00 .000 .150 .250 $873,750.00 N
500061335 ZAGOZEWSKI,SHARLENE C .00 .00 .00 .000 .150 .250 $325,000.00 N
500061340 LIPTAK,GREGORY J .00 .00 .00 .000 .250 .300 $465,000.00 N
500061341 FANTRY,PETER .00 .00 .00 .000 .250 .300 $415,000.00 N
500061345 OLINE,JAMES .00 .00 .00 .000 .150 .250 $327,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 6
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------------- ------------------------ --------------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W 216 STOWRING ROAD PETALUMA CA 94952 $396,563.87
500061358 NAIDOFF,STEPHANIE W 1830 RITTENHOUSE SQUARE CITY OF PHILADE PA 19103 $314,046.68
500061379 PUTNAM,EDWARD B 8201 ST. MARTINS LANE CITY OF PHILADE PA 19118 $319,391.90
500061383 DIMERCURIO.THOMAS F & LIN 7924 S BRADEN AVENUE TULSA OK 74136 $318,147.02
500061384 LEVER,ALVIN & NORINE 1880 MISSION HILLS LANE NORTHBROOK IL 60062 $265,662.90
500061385 MONTGOMERY,GEORGE F & VIC 16880 JENNIFER DRIVE OCCIDENTAL CA 95465 $293,741.67
500061388 SU,OLIVER J & JING CHIOU 155 MERANO STREET DANVILLE CA 94526 $333,719.34
500061390 MCCLURG,DUANE R 22836 TORRENCE CHAPEL RD DAVIDSON NC 28036 $368,023.45
500061394 MEYER,JEFFREY J & LESLIE 11011 101ST PLACE NE KIRKLAND WA 98033 $358,524.76
500061399 THOMPSON,CHARLES ROBERT 727 FRANKLIN AVENUE RIVER FOREST IL 60305 $239,698.12
500061465 OWSLEY,STEVEN C 4960 EAST PROGRESS COURT GREENWOOD VILLA CO 80111 $373,227.57
500061468 MARTYNEC,BOHDAN 4900 DANIELLE DRIVE BUCKINGHAM TOWN PA 18901 $256,854.97
500061497 COLADONATO,JOSEPH P 401 NORTH BROOKFIELD STRE VINELAND NJ 08360 $268,825.69
500061501 MCGOWAN,JAMES F JR 104 GWYNEDD LEA DRIVE NORTH WALES PA 19454 $222,952.45
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W 7.500 .150 7.350 .1000 7.250 06/01/2011
500061358 NAIDOFF,STEPHANIE W 7.375 .150 7.225 .1000 7.125 06/01/2011
500061379 PUTNAM,EDWARD B 8.250 .150 8.100 .1000 8.000 06/01/2011
500061383 DIMERCURIO.THOMAS F & LIN 7.750 .250 7.500 .0500 7.450 05/01/2011
500061384 LEVER,ALVIN & NORINE 8.125 .250 7.875 .0500 7.825 05/01/2011
500061385 MONTGOMERY,GEORGE F & VIC 7.875 .250 7.625 .0500 7.575 05/01/2011
500061388 SU,OLIVER J & JING CHIOU 8.375 .250 8.125 .0500 8.075 05/01/2011
500061390 MCCLURG,DUANE R 7.375 .150 7.225 .1000 7.125 06/01/2011
500061394 MEYER,JEFFREY J & LESLIE 8.000 .250 7.750 .0500 7.700 05/01/2011
500061399 THOMPSON,CHARLES ROBERT 8.000 .250 7.750 .0500 7.700 06/01/2011
500061465 OWSLEY,STEVEN C 7.875 .250 7.625 .0500 7.575 06/01/2011
500061468 MARTYNEC,BOHDAN 7.625 .150 7.475 .1000 7.375 07/01/2011
500061497 COLADONATO,JOSEPH P 7.500 .150 7.350 .1000 7.250 07/01/2011
500061501 MCGOWAN,JAMES F JR 7.625 .150 7.475 .1000 7.375 07/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W 091877272 $3,745.13 12/01/1996 180
500061358 NAIDOFF,STEPHANIE W 091882794 $2,943.75 12/01/1996 180
500061379 PUTNAM,EDWARD B 091872199 $3,152.96 12/01/1996 180
500061383 DIMERCURIO.THOMAS F & LIN 3904018 $3,059.15 12/01/1996 180
500061384 LEVER,ALVIN & NORINE 3909603 $2,611.34 12/01/1996 180
500061385 MONTGOMERY,GEORGE F & VIC 3904893 $2,845.35 12/01/1996 180
500061388 SU,OLIVER J & JING CHIOU 3923745 $3,352.58 12/01/1996 180
500061390 MCCLURG,DUANE R 091883377 $3,449.71 12/01/1996 180
500061394 MEYER,JEFFREY J & LESLIE 3909058 $3,498.45 12/01/1996 180
500061399 THOMPSON,CHARLES ROBERT 091884891 $2,331.79 12/01/1996 180
500061465 OWSLEY,STEVEN C 091879092 $3,604.11 12/01/1996 180
500061468 MARTYNEC,BOHDAN 091883341 $2,436.21 12/01/1996 180
500061497 COLADONATO,JOSEPH P 091881616 $2,530.74 12/01/1996 180
500061501 MCGOWAN,JAMES F JR 591880487 $2,114.87 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W .00 .00 .00 .000 .150 .250 $505,000.00 N
500061358 NAIDOFF,STEPHANIE W .00 .00 .00 .000 .150 .250 $400,000.00 N
500061379 PUTNAM,EDWARD B .00 .00 .00 .000 .150 .250 $725,000.00 N
500061383 DIMERCURIO.THOMAS F & LIN $410,000.00 N
500061384 LEVER,ALVIN & NORINE $339,000.00 N
500061385 MONTGOMERY,GEORGE F & VIC $400,000.00 N
500061388 SU,OLIVER J & JING CHIOU $435,000.00 N
500061390 MCCLURG,DUANE R .00 .00 .00 .000 .150 .250 $515,000.00 N
500061394 MEYER,JEFFREY J & LESLIE $457,600.00 N
500061399 THOMPSON,CHARLES ROBERT .00 .00 .00 .000 .250 .300 $370,000.00 N
500061465 OWSLEY,STEVEN C .00 .00 .00 .000 .250 .300 $690,000.00 N
500061468 MARTYNEC,BOHDAN .00 .00 .00 .000 .150 .250 $326,000.00 N
500061497 COLADONATO,JOSEPH P .00 .00 .00 .000 .150 .250 $370,000.00 N
500061501 MCGOWAN,JAMES F JR .00 .00 .00 .000 .150 .250 $283,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 7
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061520 MCPHIE,SCOTT B 3685 STONY BROOK LANE BOZEMAN MT 59715 $327,736.04
500061528 CHANGWAILING,BARBARA K 13608 APACHE PLUME N E ALBUQUERQUE NM 87111 $318,961.99
500061529 DENOOYER,JAMES S 1142 LOCKHART LOOP ROAD TOWN OF QUEENSB NY 12804 $492,598.49
500061530 MOROCCO,STEPHEN A 21 MULLER ROAD KENT CT 06757 $541,680.34
500061533 BUCK,ROBERT WAYNE 1050 S. HIDDEN CANYON ROA ANAHEIM HILLS CA 92807 $409,243.93
500061534 MARINO,CHARLEY JR 24651 NODDING FLOWER COUR BARRINGTON IL 60010 $306,535.15
500061552 KLUGER,DAVID I 785 LANTERN HILL ROAD TOWNSHIP OF KIN PA 18708 $421,455.65
500061553 SHAH,ABID & NASREEN 3145 WARBLER PLACE HIGHLAND PARK IL 60035 $287,770.42
500061587 DEACEDO,ALVARO SANZ 959 GARRETT MILL ROAD NEWTOWN SQUARE PA 19073 $237,258.53
500061595 GERDTS,CHARLES W III 39 LEEUWARDEN ROAD DARIEN CT 06820 $593,146.36
500061601 MATTHEWS,CLIFFORD C JR 2641 N HWY 1247 SOMERSET KY 42501 $294,568.71
500061616 BRISSON,JOHN P 8 CARISSA LANE TOWN OF GREENWI CT 06830 $837,605.00
500061618 SUPPLEE,ROBERT A 3720 SOMERSET RIDGE KENNESAW GA 30144 $232,760.50
500061628 BARNETT,NEIL G & TERESITA 33 NINER COURT REDWOOD CITY CA 94602 $552,063.71
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061520 MCPHIE,SCOTT B 8.250 .150 8.100 .1000 8.000 07/01/2011
500061528 CHANGWAILING,BARBARA K 8.125 .150 7.975 .1000 7.875 07/01/2011
500061529 DENOOYER,JAMES S 7.875 .150 7.725 .1000 7.625 07/01/2011
500061530 MOROCCO,STEPHEN A 7.625 .150 7.475 .1000 7.375 07/01/2011
500061533 BUCK,ROBERT WAYNE 7.625 .250 7.375 .0500 7.325 07/01/2011
500061534 MARINO,CHARLEY JR 7.250 .150 7.100 .1000 7.000 07/01/2011
500061552 KLUGER,DAVID I 7.500 .150 7.350 .1000 7.250 07/01/2011
500061553 SHAH,ABID & NASREEN 8.125 .250 7.875 .0500 7.825 07/01/2011
500061587 DEACEDO,ALVARO SANZ 8.250 .150 8.100 .1000 8.000 08/01/2011
500061595 GERDTS,CHARLES W III 8.250 .150 8.100 .1000 8.000 08/01/2011
500061601 MATTHEWS,CLIFFORD C JR 8.250 .250 8.000 .0500 7.950 08/01/2011
500061616 BRISSON,JOHN P 8.000 .150 7.850 .1000 7.750 08/01/2011
500061618 SUPPLEE,ROBERT A 8.250 .150 8.100 .1000 8.000 08/01/2011
500061628 BARNETT,NEIL G & TERESITA 8.375 .250 8.125 .0500 8.075 07/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061520 MCPHIE,SCOTT B 091884151 $3,225.72 12/01/1996 180
500061528 CHANGWAILING,BARBARA K 091843397 $3,116.37 12/01/1996 180
500061529 DENOOYER,JAMES S 091877713 $4,742.25 12/01/1996 180
500061530 MOROCCO,STEPHEN A 091884900 $5,137.71 12/01/1996 180
500061533 BUCK,ROBERT WAYNE 091887455 $3,885.98 12/01/1996 180
500061534 MARINO,CHARLEY JR 091887781 $2,842.66 18 12/01/1996 180
500061552 KLUGER,DAVID I 091887490 $3,967.61 12/01/1996 180
500061553 SHAH,ABID & NASREEN 091888505 $2,811.62 12/01/1996 180
500061587 DEACEDO,ALVARO SANZ 091885339 $2,328.34 12/01/1996 180
500061595 GERDTS,CHARLES W III 091882653 $5,820.84 12/01/1996 180
500061601 MATTHEWS,CLIFFORD C JR 091889553 $2,910.42 12/01/1996 180
500061616 BRISSON,JOHN P 091880737 $8,099.15 12/01/1996 180
500061618 SUPPLEE,ROBERT A 091890744 $2,284.20 12 12/01/1996 180
500061628 BARNETT,NEIL G & TERESITA 431045103 $5,473.59 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061520 MCPHIE,SCOTT B .00 .00 .00 .000 .150 .250 $475,000.00 N
500061528 CHANGWAILING,BARBARA K .00 .00 .00 .000 .150 .250 $404,593.00 N
500061529 DENOOYER,JAMES S .00 .00 .00 2.750 2.600 2.500 $900,000.00 N
500061530 MOROCCO,STEPHEN A .00 .00 .00 .000 .150 .250 $710,000.00 N
500061533 BUCK,ROBERT WAYNE .00 .00 .00 .000 .250 .300 $725,000.00 N
500061534 MARINO,CHARLEY JR .00 .00 .00 .000 .150 .250 $346,000.00 N
500061552 KLUGER,DAVID I .00 .00 .00 .000 .150 .250 $535,000.00 N
500061553 SHAH,ABID & NASREEN .00 .00 .00 .000 .250 .300 $365,000.00 N
500061587 DEACEDO,ALVARO SANZ .00 .00 .00 .000 .150 .250 $360,000.00 N
500061595 GERDTS,CHARLES W III .00 .00 .00 .000 .150 .250 $759,000.00 N
500061601 MATTHEWS,CLIFFORD C JR .00 .00 .00 .000 .250 .300 $450,000.00 N
500061616 BRISSON,JOHN P .00 .00 .00 .000 .150 .250 $1,059,460.00 N
500061618 SUPPLEE,ROBERT A .00 .00 .00 .000 .150 .250 $247,859.00 N
500061628 BARNETT,NEIL G & TERESITA $700,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 8
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061631 PITTENGER,DON A & BARBARA 11 LITTLE FOX LANE CHADDS FORD PA 19317 $219,145.67
500061632 DONAHUE,CHARLES L JR & NA 407 GAY STREET WESTWOOD MA 02090 $604,831.20
500061633 KARIDES,GEORGE & GEORGIA 7 RUSTIC WAY FREEHOLD NJ 07728 $306,634.80
500061636 KNIGHT,JOHN FORD SR & NAN 175 SHOALS FERRY ROAD ROME GA 30161 $354,612.90
500061655 FARRELLY,RICHARD J 350 CURWYN PLACE BERWYN PA 19312 $266,107.77
500061657 ANDERSON,IAN K 11 CORNELL ROAD WELLESLEY MA 02181 $297,294.47
500061665 ZUCCO,JOEL 935 WILLOW LANE SLEEPY HOLLOW IL 60118 $237,167.15
500061666 FREELAND,GARY A 43 OLD LITCHFIELD ROAD WASHINGTON CT 06793 $227,080.62
500061719 BURDEN,STEVEN J 295 MILLERTON ROAD SHARON CT 06069 $247,769.83
500061729 DAWLEY,RICHARD L 8500 SHANNON WAY WICHITA KS 67206 $297,294.47
500061733 SZLOSEK,THOMAS A 20 CHARTER RIDGE DRIVE NEWTOWN CT 06482 $230,448.49
500061746 BRANDS,ALFRED T 5236 SEA CHASE DRIVE #2 AMELIA ISLAND FL 32034 $287,433.00
500061747 SOUGHAN,JOHN J 156 GLEN AVENUE MILLBURN NJ 07041 $220,400.33
500061770 HUSS,DALE 17108 PACIFIC PALISADES C LOS ANGELES CA 90025 $237,882.33
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061631 PITTENGER,DON A & BARBARA 7.375 .250 7.125 .0500 7.075 06/01/2011
500061632 DONAHUE,CHARLES L JR & NA 8.000 .250 7.750 .0500 7.700 08/01/2011
500061633 KARIDES,GEORGE & GEORGIA 8.500 .250 8.250 .0500 8.200 06/01/2011
500061636 KNIGHT,JOHN FORD SR & NAN 7.750 .250 7.500 .0500 7.450 07/01/2011
500061655 FARRELLY,RICHARD J 7.875 .150 7.725 .1000 7.625 09/01/2011
500061657 ANDERSON,IAN K 7.625 .150 7.475 .1000 7.375 09/01/2011
500061665 ZUCCO,JOEL 7.875 .250 7.625 .0500 7.575 08/01/2011
500061666 FREELAND,GARY A 8.000 .150 7.850 .1000 7.750 09/01/2011
500061719 BURDEN,STEVEN J 7.750 .150 7.600 .1000 7.500 09/01/2011
500061729 DAWLEY,RICHARD L 7.625 .150 7.475 .1000 7.375 09/01/2011
500061733 SZLOSEK,THOMAS A 7.875 .150 7.725 .1000 7.625 09/01/2011
500061746 BRANDS,ALFRED T 8.750 .150 8.600 .1000 8.500 09/01/2011
500061747 SOUGHAN,JOHN J 8.250 .150 8.100 .1000 8.000 09/01/2011
500061770 HUSS,DALE 7.875 .150 7.725 .1000 7.625 09/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061631 PITTENGER,DON A & BARBARA 455669101 $2,054.19 12/01/1996 180
500061632 DONAHUE,CHARLES L JR & NA 456093301 $5,867.71 12/01/1996 180
500061633 KARIDES,GEORGE & GEORGIA 455814004 $3,071.41 12/01/1996 180
500061636 KNIGHT,JOHN FORD SR & NAN 455038901 $3,388.59 12/01/1996 180
500061655 FARRELLY,RICHARD J 091889284 $2,560.81 12/01/1996 180
500061657 ANDERSON,IAN K 091891902 $2,802.39 12/01/1996 180
500061665 ZUCCO,JOEL 091892287 $2,276.28 12/01/1996 180
500061666 FREELAND,GARY A 091892605 $2,198.00 12/01/1996 180
500061719 BURDEN,STEVEN J 091893222 $2,353.19 12/01/1996 180
500061729 DAWLEY,RICHARD L 091897915 $2,802.39 12/01/1996 180
500061733 SZLOSEK,THOMAS A 091895246 $2,205.15 12/01/1996 180
500061746 BRANDS,ALFRED T 091867659 $2,896.40 12 12/01/1996 180
500061747 SOUGHAN,JOHN J 091892563 $2,156.62 12 12/01/1996 180
500061770 HUSS,DALE 091893818 $2,276.28 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061631 PITTENGER,DON A & BARBARA $344,000.00 N
500061632 DONAHUE,CHARLES L JR & NA $767,500.00 N
500061633 KARIDES,GEORGE & GEORGIA $389,990.00 N
500061636 KNIGHT,JOHN FORD SR & NAN $550,000.00 N
500061655 FARRELLY,RICHARD J .00 .00 .00 .000 .150 .250 $514,650.00 N
500061657 ANDERSON,IAN K .00 .00 .00 .000 .150 .250 $520,000.00 N
500061665 ZUCCO,JOEL .00 .00 .00 .000 .250 .300 $350,000.00 N
500061666 FREELAND,GARY A .00 .00 .00 .000 .150 .250 $450,000.00 N
500061719 BURDEN,STEVEN J .00 .00 .00 .000 .150 .250 $401,000.00 N
500061729 DAWLEY,RICHARD L .00 .00 .00 .000 .150 .250 $650,000.00 N
500061733 SZLOSEK,THOMAS A .00 .00 .00 .000 .150 .250 $342,500.00 N
500061746 BRANDS,ALFRED T .00 .00 .00 .000 .150 .250 $322,042.00 N
500061747 SOUGHAN,JOHN J .00 .00 .00 .000 .150 .250 $247,000.00 N
500061770 HUSS,DALE .00 .00 .00 .000 .150 .250 $300,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 9
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061774 SISLER,JAMES S 154 SOUTH RIDGEWOOD ROAD KENTFIELD CA 94904 $990,783.40
500061775 CHO,HAN K 8620 FENWAY DRIVE BETHESDA MD 20817 $289,975.10
500061776 WALTON,WILLIAM T 10210 TWINGATE DR. ALPHARETTA GA 30202 $242,766.31
500061853 STERN,MATTHEW B 8870 NORWOOD AVENUE CITY OF PHILADE PA 19118 $391,415.89
500061875 VANRIET,FRED G 1460 HIGHLAND DRIVE LAKE GENEVA WI 53147 $223,087.57
500061896 CARDOSO,CARLOS M 1659 2ND STREET MANHATTAN BEACH CA 90266 $465,314.68
500061898 OKELLY,D STAFFORD 1204 LISA CIRCLE LIBERTYVILLE IL 60048 $294,264.50
500062016 FABRICANT,ROBERT N 31091 SOUTH COAST HIGHWAY LAGUNA BEACH CA 92677 $1,088,365.19
500062434 HIRSCH,STEVEN L 651 INTRACOASTAL DRIVE FT. LAUDERDALE FL 33304 $376,883.23
500062435 BISHOP,KIM LYFORD 5530 STUCKY ROAD BOZEMAN MT 59715 $299,133.04
500062513 SISSON JR,LEWIS R & FONDA 535 MEADOWSWEET LN GREENVILLE SC 29615 $248,402.27
500062514 BERTONE,ALICIA L & MUIR,W 338 WEST SEVENTH AVENUE COLUMBUS OH 43201 $298,298.33
500062516 JAIN,VIR SINGH & HEMANT 3353 CARPENTERS CREEK CINCINNATI OH 45241 $296,409.10
500062522 GOLDBERG,RICHARD H 56 ELIZABETH CIRCLE GREENBRAE CA 94904 $548,357.08
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061774 SISLER,JAMES S 7.375 .150 7.225 .1000 7.125 09/01/2011
500061775 CHO,HAN K 8.125 .250 7.875 .0500 7.825 09/01/2011
500061776 WALTON,WILLIAM T 7.500 .150 7.350 .1000 7.250 09/01/2011
500061853 STERN,MATTHEW B 7.750 .150 7.600 .1000 7.500 10/01/2011
500061875 VANRIET,FRED G 9.000 .250 8.750 .0500 8.700 09/01/2011
500061896 CARDOSO,CARLOS M 7.625 .150 7.475 .1000 7.375 10/01/2011
500061898 OKELLY,D STAFFORD 7.875 .150 7.725 .1000 7.625 10/01/2011
500062016 FABRICANT,ROBERT N 7.500 .150 7.350 .1000 7.250 11/01/2011
500062434 HIRSCH,STEVEN L 7.750 .150 7.600 .1000 7.500 11/01/2011
500062435 BISHOP,KIM LYFORD 8.000 .150 7.850 .1000 7.750 11/01/2011
500062513 SISSON JR,LEWIS R & FONDA 7.625 .250 7.375 .0500 7.325 10/01/2011
500062514 BERTONE,ALICIA L & MUIR,W 8.250 .250 8.000 .0500 7.950 10/01/2011
500062516 JAIN,VIR SINGH & HEMANT 8.250 .250 8.000 .0500 7.950 10/01/2011
500062522 GOLDBERG,RICHARD H 7.625 .150 7.475 .1000 7.375 11/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061774 SISLER,JAMES S 091898389 $9,199.23 12/01/1996 180
500061775 CHO,HAN K 091899007 $2,816.43 12/01/1996 180
500061776 WALTON,WILLIAM T 091899444 $2,271.18 12/01/1996 180
500061853 STERN,MATTHEW B 091892658 $3,706.27 12/01/1996 180
500061875 VANRIET,FRED G 091894818 $2,332.81 12/01/1996 180
500061896 CARDOSO,CARLOS M 091898107 $4,378.73 12/01/1996 180
500061898 OKELLY,D STAFFORD 092401493 $2,807.41 12/01/1996 180
500062016 FABRICANT,ROBERT N 092404173 ********* 12/01/1996 180
500062434 HIRSCH,STEVEN L 092400027 $3,558.02 1 12/01/1996 180
500062435 BISHOP,KIM LYFORD 092404408 $2,866.96 12/01/1996 180
500062513 SISSON JR,LEWIS R & FONDA 8600668 $2,334.40 1 12/01/1996 180
500062514 BERTONE,ALICIA L & MUIR,W 0915977 $2,910.42 12/01/1996 180
500062516 JAIN,VIR SINGH & HEMANT 0916167 $2,891.99 12/01/1996 180
500062522 GOLDBERG,RICHARD H 092407233 $5,137.71 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061774 SISLER,JAMES S .00 .00 .00 .000 .150 .250 $1,377,000.00 N
500061775 CHO,HAN K .00 .00 .00 .000 .250 .300 $390,000.00 N
500061776 WALTON,WILLIAM T .00 .00 .00 .000 .150 .250 $323,000.00 N
500061853 STERN,MATTHEW B .00 .00 .00 .000 .150 .250 $525,000.00 N
500061875 VANRIET,FRED G .00 .00 .00 .000 .250 .300 $296,000.00 N
500061896 CARDOSO,CARLOS M .00 .00 .00 .000 .150 .250 $650,000.00 N
500061898 OKELLY,D STAFFORD .00 .00 .00 .000 .150 .250 $370,000.00 N
500062016 FABRICANT,ROBERT N .00 .00 .00 .000 .150 .250 $1,825,000.00 N
500062434 HIRSCH,STEVEN L .00 .00 .00 .000 .150 .250 $420,000.00 N
500062435 BISHOP,KIM LYFORD .00 .00 .00 .000 .150 .250 $400,000.00 N
500062513 SISSON JR,LEWIS R & FONDA $269,900.00 N
500062514 BERTONE,ALICIA L & MUIR,W $380,000.00 N
500062516 JAIN,VIR SINGH & HEMANT $425,900.00 N
500062522 GOLDBERG,RICHARD H .00 .00 .00 .000 .150 .250 $700,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 10
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062523 LEON,GRACIELA 1641 TIGERTAIL AVENUE MIAMI FL 33133 $239,321.66
500062539 PERLMUTER,JOEL 16142 SANTA BARBARA LANE HUNTINGTON BEAC CA 92649 $418,204.84
500062540 MALONE,MICHAEL P 28032 GRAY BARN LANE LAKE BARRINGTON IL 60010 $300,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062523 LEON,GRACIELA 8.250 .250 8.000 .0500 7.950 11/01/2011
500062539 PERLMUTER,JOEL 7.250 .150 7.100 .1000 7.000 11/01/2011
500062540 MALONE,MICHAEL P 7.375 .150 7.225 .1000 7.125 12/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062523 LEON,GRACIELA 092407334 $2,328.34 12/01/1996 180
500062539 PERLMUTER,JOEL 091873530 $3,834.02 12/01/1996 180
500062540 MALONE,MICHAEL P 092403503 $2,759.77 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062523 LEON,GRACIELA .00 .00 .00 .000 .250 .300 $320,000.00 N
500062539 PERLMUTER,JOEL .00 .00 .00 .000 .150 .250 $610,000.00 N
500062540 MALONE,MICHAEL P .00 .00 .00 .000 .150 .250 $645,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 11
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:08:41 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
** POOL ----- ------- ------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
** TOTAL 129 0 46,547,856.54 69,782,073.00 48,098,455.00 448,783.84
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 1
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061391 HYMAN,ANNE MARIE 4220 DONLON RD. SOMIS CA 93066 $478,224.13
500061589 HOLDEN,DOUGLAS M 1504 BORDELAIS DRIVE SAN JOSE CA 95118 $329,212.21
500061656 WINANS,TIM 11334 TERWILLIGERS CREEK CINCINNATI OH 45249 $269,920.14
500061728 MEYER,DOUGLAS C 439 CARMEL HILL ROAD NORT BETHLEHEM CT 06751 $251,594.60
500061748 GARDNER,SEVRIN & SONDRA K 159 VIRGINIA DRIVE VENTURA CA 93003 $237,188.21
500061920 PATTEN,KEITH W 2400 WESTRIDGE ROAD BRENTWOOD CA 90049 $507,326.63
500061921 SCHMIDT,MARK S 5119 BROOKRIDGE PLACE FAIRFAX VA 22030 $361,487.37
500061929 MALYAK,PETER D 103 PECKSKILL CT. CARY NC 27511 $237,662.96
500061950 CHARLTON,VAUGHN W JR 12 KOTOBUKI LANE LANDENBERG PA 19350 $264,669.43
500061951 WILSON,JACKIE B 8 BEEKMAN PLACE MORRIS TOWNSHIP NJ 07960 $467,685.98
500061952 MCARVER,H FORD III 7 HILTON TERRACE NEWPORT NEW VA 23601 $308,955.07
500061977 DEPALMA,FRANK J 3660 N. PIONEER BOULEVARD LONG BEACH CA 90808 $215,858.71
500062014 BLYTHE,LARS JR 350 GARLAND DRIVE PADUCAH KY 42001 $299,635.23
500062015 BROM,LAURA SUNDQUIST 59 MARSHALL ROAD RIDGEFIELD CT 06877 $368,539.68
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061391 HYMAN,ANNE MARIE 8.500 .250 8.250 .0500 8.200 06/01/2026
500061589 HOLDEN,DOUGLAS M 8.625 .150 8.475 .1000 8.375 08/01/2026
500061656 WINANS,TIM 8.375 .150 8.225 .1000 8.125 08/01/2026
500061728 MEYER,DOUGLAS C 9.125 .150 8.975 .1000 8.875 09/01/2026
500061748 GARDNER,SEVRIN & SONDRA K 8.125 .250 7.875 .0500 7.825 10/01/2026
500061920 PATTEN,KEITH W 8.375 .150 8.225 .1000 8.125 10/01/2026
500061921 SCHMIDT,MARK S 7.750 .150 7.600 .1000 7.500 10/01/2026
500061929 MALYAK,PETER D 7.750 .150 7.600 .1000 7.500 10/01/2026
500061950 CHARLTON,VAUGHN W JR 8.375 .150 8.225 .1000 8.125 10/01/2026
500061951 WILSON,JACKIE B 8.000 .150 7.850 .1000 7.750 11/01/2026
500061952 MCARVER,H FORD III 8.125 .150 7.975 .1000 7.875 10/01/2026
500061977 DEPALMA,FRANK J 8.125 .150 7.975 .1000 7.875 11/01/2026
500062014 BLYTHE,LARS JR 8.500 .250 8.250 .0500 8.200 10/01/2026
500062015 BROM,LAURA SUNDQUIST 8.375 .250 8.125 .0500 8.075 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>
500061391 HYMAN,ANNE MARIE 091885505 $3,690.78 12/01/1996 360
500061589 HOLDEN,DOUGLAS M 091888406 $2,566.71 12/01/1996 360
500061656 WINANS,TIM 091891597 $2,056.76 12/01/1996 360
500061728 MEYER,DOUGLAS C 091894912 $2,050.36 12/01/1996 360
500061748 GARDNER,SEVRIN & SONDRA K 4000675 $1,763.44 12 12/01/1996 360
500061920 PATTEN,KEITH W 091898090 $3,861.17 12/01/1996 360
500061921 SCHMIDT,MARK S 091899187 $2,593.41 12/01/1996 360
500061929 MALYAK,PETER D 091898787 $1,705.06 12/01/1996 360
500061950 CHARLTON,VAUGHN W JR 091852365 $2,014.19 12/01/1996 360
500061951 WILSON,JACKIE B 092402791 $3,434.02 12 12/01/1996 360
500061952 MCARVER,H FORD III 092403639 $2,302.11 3 12/01/1996 360
500061977 DEPALMA,FRANK J 092403345 $1,603.79 12 12/01/1996 360
500062014 BLYTHE,LARS JR 091894547 $2,306.74 12/01/1996 360
500062015 BROM,LAURA SUNDQUIST 091899458 $2,804.67 18 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061391 HYMAN,ANNE MARIE .00 .00 .00 .000 .250 .300 $600,000.00 N
500061589 HOLDEN,DOUGLAS M .00 .00 .00 .000 .150 .250 $420,000.00 N
500061656 WINANS,TIM .00 .00 .00 .000 .150 .250 $338,300.00 N
500061728 MEYER,DOUGLAS C .00 .00 .00 .000 .150 .250 $360,000.00 N
500061748 GARDNER,SEVRIN & SONDRA K 2.00 2.75 13.13 2.750 2.500 2.450 $250,000.00 N
500061920 PATTEN,KEITH W .00 .00 .00 .000 .150 .250 $635,000.00 N
500061921 SCHMIDT,MARK S .00 .00 .00 .000 .150 .250 $452,500.00 N
500061929 MALYAK,PETER D .00 .00 .00 .000 .150 .250 $299,000.00 N
500061950 CHARLTON,VAUGHN W JR .00 .00 .00 .000 .150 .250 $400,000.00 N
500061951 WILSON,JACKIE B .00 .00 .00 .000 .150 .250 $520,000.00 N
500061952 MCARVER,H FORD III .00 .00 .00 .000 .150 .250 $344,500.00 N
500061977 DEPALMA,FRANK J .00 .00 .00 .000 .150 .250 $240,000.00 N
500062014 BLYTHE,LARS JR .00 .00 .00 .000 .250 .300 $400,000.00 N
500062015 BROM,LAURA SUNDQUIST .00 .00 .00 .000 .250 .300 $419,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 2
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062497 DAVIS,TREVOR L & LOLA E 20012 OREGON TRAIL OLYMPIA FIELDS IL 60461 $287,801.80
500062501 DUTTA,PARTHA P 1164 MALIBU DR. SAN JOSE CA 95129 $310,291.66
500062520 FEBRE,REYNALDO V 38W119 MALLARD LAKE ROAD ST. CHARLES IL 60175 $359,594.87
500062521 BROMLEY,KATHLEEN K 1031 PRUNE CT. SUNNYVALE CA 94087 $326,791.49
500062541 WAKELAND,MICHAEL D 5204 CUESTA VERDE AUSTIN TX 78746 $303,006.66
500062542 MCWILLIAMS,WALTER B II 2745 SOUTH PONTE VEDRA BL PONTE VEDRA BEA FL 32082 $250,000.00
500062543 TUOMENOKSA,MARK 98 WASHINGTON AVENUE BERNARDS TOWNSH NJ 07920 $322,877.64
500062544 KONNER,LAWRENCE M 441-441 1/2 NORTH ALFRED LOS ANGELES CA 90048 $359,393.11
500062545 GOLVIN,SANDRA LEE 2219 GRAND CANAL VENICE CA 90291 $325,412.67
500062546 KAUFMAN,WILLIAM R 149 CEDAR CREEK DRIVE FRANKLIN TN 37067 $224,849.03
500062579 PUCCINO,STEPHEN J 30 RED FOX LANE WEST VINCENT TO PA 19343 $315,000.00
500062581 PEREZ,LUIS F 16 SCENIC RIDGE DRIVE BREWSTER NY 10509 $281,700.00
500062582 SIMMS,JAMES F 723 MAIRWOOD COURT SAN JOSE CA 95120 $262,519.21
500062583 PITTLUCK,GLENN W 59 KARA DRIVE NORTH ANDOVER MA 01845 $268,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062497 DAVIS,TREVOR L & LOLA E 7.875 .250 7.625 .0500 7.575 11/01/2026
500062501 DUTTA,PARTHA P 8.000 .150 7.850 .1000 7.750 11/01/2026
500062520 FEBRE,REYNALDO V 8.875 .250 8.625 .0500 8.575 10/01/2026
500062521 BROMLEY,KATHLEEN K 8.250 .150 8.100 .1000 8.000 11/01/2026
500062541 WAKELAND,MICHAEL D 8.250 .150 8.100 .1000 8.000 11/01/2026
500062542 MCWILLIAMS,WALTER B II 8.125 .150 7.975 .1000 7.875 12/01/2026
500062543 TUOMENOKSA,MARK 7.875 .150 7.725 .1000 7.625 11/01/2026
500062544 KONNER,LAWRENCE M 8.750 .250 8.500 .0500 8.450 11/01/2026
500062545 GOLVIN,SANDRA LEE 8.750 .250 8.500 .0500 8.450 11/01/2026
500062546 KAUFMAN,WILLIAM R 8.000 .150 7.850 .1000 7.750 11/01/2026
500062579 PUCCINO,STEPHEN J 8.250 .150 8.100 .1000 8.000 12/01/2026
500062581 PEREZ,LUIS F 8.125 .150 7.975 .1000 7.875 12/01/2026
500062582 SIMMS,JAMES F 7.875 .150 7.725 .1000 7.625 11/01/2026
500062583 PITTLUCK,GLENN W 8.125 .150 7.975 .1000 7.875 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>
500062497 DAVIS,TREVOR L & LOLA E 224509 $2,088.20 12/01/1996 360
500062501 DUTTA,PARTHA P 092403976 $2,278.34 2 12/01/1996 360
500062520 FEBRE,REYNALDO V 091899846 $2,864.32 12/01/1996 360
500062521 BROMLEY,KATHLEEN K 092403973 $2,456.64 12/01/1996 360
500062541 WAKELAND,MICHAEL D 092404333 $2,277.84 12/01/1996 360
500062542 MCWILLIAMS,WALTER B II 092405156 $1,856.24 12/01/1996 360
500062543 TUOMENOKSA,MARK 092406146 $2,342.70 12 12/01/1996 360
500062544 KONNER,LAWRENCE M 092407447 $2,828.97 12 12/01/1996 360
500062545 GOLVIN,SANDRA LEE 092407591 $2,561.50 12/01/1996 360
500062546 KAUFMAN,WILLIAM R 092407778 $1,650.97 12/01/1996 360
500062579 PUCCINO,STEPHEN J 091881188 $2,366.49 12/01/1996 360
500062581 PEREZ,LUIS F 091894421 $2,091.61 2 12/01/1996 360
500062582 SIMMS,JAMES F 092401442 $1,904.76 12/01/1996 360
500062583 PITTLUCK,GLENN W 092404292 $1,989.89 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062497 DAVIS,TREVOR L & LOLA E $368,000.00 N
500062501 DUTTA,PARTHA P .00 .00 .00 .000 .150 .250 $345,000.00 N
500062520 FEBRE,REYNALDO V .00 .00 .00 .000 .250 .300 $500,000.00 N
500062521 BROMLEY,KATHLEEN K .00 .00 .00 .000 .150 .250 $440,000.00 N
500062541 WAKELAND,MICHAEL D .00 .00 .00 .000 .150 .250 $379,000.00 N
500062542 MCWILLIAMS,WALTER B II .00 .00 .00 .000 .150 .250 $335,000.00 N
500062543 TUOMENOKSA,MARK .00 .00 .00 .000 .150 .250 $359,000.00 N
500062544 KONNER,LAWRENCE M .00 .00 .00 .000 .250 .300 $400,000.00 N
500062545 GOLVIN,SANDRA LEE .00 .00 .00 .000 .250 .300 $407,000.00 N
500062546 KAUFMAN,WILLIAM R .00 .00 .00 .000 .150 .250 $300,000.00 N
500062579 PUCCINO,STEPHEN J .00 .00 .00 .000 .150 .250 $426,666.00 N
500062581 PEREZ,LUIS F .00 .00 .00 .000 .150 .250 $313,000.00 N
500062582 SIMMS,JAMES F .00 .00 .00 .000 .150 .250 $415,000.00 N
500062583 PITTLUCK,GLENN W .00 .00 .00 .000 .150 .250 $338,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 3
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062584 SHIGEMOTO,HIROMI DICK 3413 VINTAGE DRIVE ROUND ROCK TX 78664 $484,466.22
500062701 KLEIN,ALAN H 621 AMBERSON AVENUE PITTSBURGH PA 15232 $650,000.00
500062704 LIN,LINCOLE CHENWU & JENN 9706 PIAZZA COURT CYPRESS CA 90630 $322,289.04
500062706 LITMANOVICH,ERIK & KARYN 24615 VISTA CERRITOS CALABASAS CA 91302 $361,286.57
500062734 ROSS,LAURIE A & WHITAKER, 724 URSULA AVENUE PACIFICA CA 94044 $239,882.21
500062745 COCKE,BESS 124 SOLANO STREET SAN RAFAEL CA 94901 $236,950.00
500062784 AYOUB,ALAA & DEBBIE 36740 AVENIDA LA CRESTA MURRIETA CA 92562 $359,770.44
500062785 PADGHAM,HENRY F 583 TAHOS ROAD ORINDA CA 94563 $284,818.27
500062786 IMLAY,GORDON L & MARGARET 470 WOOD AVENUE SOUTHWEST BAINBRIDGE ISLA WA 98110 $354,523.79
500062791 TREVINO,ERNESTO & CLAUDET 2671 ST ALBANS DRIVE LOA ALAMITOS CA 90720 $258,072.27
500062792 BECHTLOFF,CHARLES L & NOE 8612 SALT LAKE DRIVE HUNTINGTON BEAC CA 92646 $256,844.31
500062795 BEAULIEU,ROBERT W JR & DI 336 PEQUOT AVENUE NEW LONDON CT 06320 $215,772.53
500062799 EVANS,DEBORAH & FODEN,TOM 15419 VIA DE LAS OLAS (PA LOS ANGELES CA 90272 $539,108.44
500062800 SEUC,JORGE L& EMMA 25641 ARIA DRIVE MISSION VIEJO CA 92692 $271,448.82
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062584 SHIGEMOTO,HIROMI DICK 7.875 .150 7.725 .1000 7.625 11/01/2026
500062701 KLEIN,ALAN H 8.375 .150 8.225 .1000 8.125 12/01/2026
500062704 LIN,LINCOLE CHENWU & JENN 8.125 .250 7.875 .0500 7.825 11/01/2026
500062706 LITMANOVICH,ERIK & KARYN 8.625 .250 8.375 .0500 8.325 11/01/2026
500062734 ROSS,LAURIE A & WHITAKER, 8.750 .250 8.500 .0500 8.450 09/01/2026
500062745 COCKE,BESS 8.250 .150 8.100 .1000 8.000 12/01/2026
500062784 AYOUB,ALAA & DEBBIE 8.250 .250 8.000 .0500 7.950 11/01/2026
500062785 PADGHAM,HENRY F 8.250 .250 8.000 .0500 7.950 11/01/2026
500062786 IMLAY,GORDON L & MARGARET 8.250 .250 8.000 .0500 7.950 11/01/2026
500062791 TREVINO,ERNESTO & CLAUDET 7.875 .250 7.625 .0500 7.575 11/01/2026
500062792 BECHTLOFF,CHARLES L & NOE 8.500 .250 8.250 .0500 8.200 11/01/2026
500062795 BEAULIEU,ROBERT W JR & DI 8.625 .250 8.375 .0500 8.325 11/01/2026
500062799 EVANS,DEBORAH & FODEN,TOM 9.000 .250 8.750 .0500 8.700 09/01/2026
500062800 SEUC,JORGE L& EMMA 8.000 .250 7.750 .0500 7.700 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062584 SHIGEMOTO,HIROMI DICK 092408232 $3,516.59 12/01/1996 360
500062701 KLEIN,ALAN H 092408790 $4,940.47 12/01/1996 360
500062704 LIN,LINCOLE CHENWU & JENN 4016473 $2,394.56 12/01/1996 360
500062706 LITMANOVICH,ERIK & KARYN 4003596 $2,811.72 12 12/01/1996 360
500062734 ROSS,LAURIE A & WHITAKER, 3983541 $1,890.45 3 12/01/1996 360
500062745 COCKE,BESS 092407234 $1,780.13 12/01/1996 360
500062784 AYOUB,ALAA & DEBBIE 4026233 $2,704.56 12/01/1996 360
500062785 PADGHAM,HENRY F 4019246 $2,141.11 12/01/1996 360
500062786 IMLAY,GORDON L & MARGARET 4022596 $2,665.12 12/01/1996 360
500062791 TREVINO,ERNESTO & CLAUDET 4022638 $1,872.50 12/01/1996 360
500062792 BECHTLOFF,CHARLES L & NOE 4024998 $1,976.11 12/01/1996 360
500062795 BEAULIEU,ROBERT W JR & DI 4011854 $1,679.25 1 12/01/1996 360
500062799 EVANS,DEBORAH & FODEN,TOM 3981511 $4,344.97 12/01/1996 360
500062800 SEUC,JORGE L& EMMA 3946662 $1,995.84 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062584 SHIGEMOTO,HIROMI DICK .00 .00 .00 .000 .150 .250 $635,000.00 N
500062701 KLEIN,ALAN H .00 .00 .00 .000 .150 .250 $815,000.00 N
500062704 LIN,LINCOLE CHENWU & JENN $430,000.00 N
500062706 LITMANOVICH,ERIK & KARYN $421,000.00 N
500062734 ROSS,LAURIE A & WHITAKER, $267,000.00 N
500062745 COCKE,BESS .00 .00 .00 .000 .150 .250 $296,200.00 N
500062784 AYOUB,ALAA & DEBBIE $450,000.00 N
500062785 PADGHAM,HENRY F $485,000.00 N
500062786 IMLAY,GORDON L & MARGARET $473,000.00 N
500062791 TREVINO,ERNESTO & CLAUDET $322,826.00 N
500062792 BECHTLOFF,CHARLES L & NOE $325,000.00 N
500062795 BEAULIEU,ROBERT W JR & DI $239,900.00 N
500062799 EVANS,DEBORAH & FODEN,TOM $675,000.00 N
500062800 SEUC,JORGE L& EMMA $340,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 4
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062801 DAVIS,MICHAEL E& CAROL 155 PATHELEN AVENUE OAK VIEW CA 93022 $272,460.63
500062802 SCHNAPF,ROBERT M& MITTLEM 2817 PUTNAM STREET LOS ANGELES CA 90039 $283,818.90
500062804 ARDALAN,SOUZAN ROSHAN- 614 PALISADES DRIVE (PACI LOS ANGELES CA 90272 $342,139.71
500062806 RUTCHLAND III,JOHN&VERGUN 10552 DEERING AVENUE LOS ANGELES CA 91311 $251,320.32
500062807 SHELTON,MARK&JEANETTE 2104 PINEHURST ST GLENDORA CA 91741 $261,633.06
500062808 SHATAFIAN,STEPHEN R & KAR 239 16TH STREET SEAL BEACH CA 90740 $267,824.69
500062814 STANFIELD,B.B. 4946 BRIARWOOD PL DALLAS TX 75209 $263,280.03
500062815 PERKINS,GA 655 BALBRIGGAN COURT CINCINNATI OH 45255 $328,000.00
500062816 FORT,D.W. 1208 BLUE RIDGE ROAD CHARLOTTESVILLE VA 22903 $340,000.00
500062818 BEVERIDGE,M.S. 209 LYNNWOOD TERRACE NASHVILLE TN 37205 $524,629.45
500062819 TANDSKI,R.A. 1307 PINTAIL CT HARPERS FERRY WV 25425 $218,853.05
500062820 DOBBERSTEIN,S 5318 ADDINGTON CT CHARLOTTE NC 28270 $249,836.46
500062821 CHENGAPPA,HARAGA M &RAMAM 8663 PLUM HOLLOW POINT HOLLAND OH 43528 $290,074.16
500062822 EMANUEL,S JOSEPH &MARCIA 3351 STONEBRIDGE ROAD KETTERING OH 45419 $291,823.10
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062801 DAVIS,MICHAEL E& CAROL 8.125 .250 7.875 .0500 7.825 09/01/2026
500062802 SCHNAPF,ROBERT M& MITTLEM 8.250 .250 8.000 .0500 7.950 11/01/2026
500062804 ARDALAN,SOUZAN ROSHAN- 8.250 .250 8.000 .0500 7.950 09/01/2026
500062806 RUTCHLAND III,JOHN&VERGUN 8.750 .250 8.500 .0500 8.450 11/01/2026
500062807 SHELTON,MARK&JEANETTE 8.250 .250 8.000 .0500 7.950 11/01/2026
500062808 SHATAFIAN,STEPHEN R & KAR 8.125 .250 7.875 .0500 7.825 11/01/2026
500062814 STANFIELD,B.B. 8.500 .250 8.250 .0400 8.210 11/01/2026
500062815 PERKINS,GA 8.500 .250 8.250 .0400 8.210 12/01/2026
500062816 FORT,D.W. 8.375 .250 8.125 .0400 8.085 12/01/2026
500062818 BEVERIDGE,M.S. 7.750 .250 7.500 .0400 7.460 11/01/2026
500062819 TANDSKI,R.A. 8.000 .250 7.750 .0400 7.710 11/01/2026
500062820 DOBBERSTEIN,S 8.125 .250 7.875 .0400 7.835 11/01/2026
500062821 CHENGAPPA,HARAGA M &RAMAM 8.500 .250 8.250 .0400 8.210 11/01/2026
500062822 EMANUEL,S JOSEPH &MARCIA 8.500 .250 8.250 .0400 8.210 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062801 DAVIS,MICHAEL E& CAROL 3493198 $2,027.02 12/01/1996 360
500062802 SCHNAPF,ROBERT M& MITTLEM 3951944 $2,133.60 12/01/1996 360
500062804 ARDALAN,SOUZAN ROSHAN- 3948601 $2,575.35 12/01/1996 360
500062806 RUTCHLAND III,JOHN&VERGUN 4058863 $1,978.28 12 12/01/1996 360
500062807 SHELTON,MARK&JEANETTE 4059622 $1,966.82 12 12/01/1996 360
500062808 SHATAFIAN,STEPHEN R & KAR 4062964 $1,989.90 12/01/1996 360
500062814 STANFIELD,B.B. 0916422 $2,027.25 12/01/1996 360
500062815 PERKINS,GA 0917505 $2,522.04 12/01/1996 360
500062816 FORT,D.W. 8597689 $2,584.25 12/01/1996 360
500062818 BEVERIDGE,M.S. 0918087 $3,761.16 12/01/1996 360
500062819 TANDSKI,R.A. 8385508 $1,606.95 1 12/01/1996 360
500062820 DOBBERSTEIN,S 0916629 $1,856.25 12/01/1996 360
500062821 CHENGAPPA,HARAGA M &RAMAM 8421579 $2,231.77 12/01/1996 360
500062822 EMANUEL,S JOSEPH &MARCIA 8569750 $2,245.23 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062801 DAVIS,MICHAEL E& CAROL $373,000.00 N
500062802 SCHNAPF,ROBERT M& MITTLEM $355,000.00 N
500062804 ARDALAN,SOUZAN ROSHAN- $428,500.00 N
500062806 RUTCHLAND III,JOHN&VERGUN $265,000.00 N
500062807 SHELTON,MARK&JEANETTE $308,000.00 N
500062808 SHATAFIAN,STEPHEN R & KAR $335,000.00 N
500062814 STANFIELD,B.B. $440,000.00 N
500062815 PERKINS,GA $410,000.00 N
500062816 FORT,D.W. $425,000.00 N
500062818 BEVERIDGE,M.S. $895,000.00 N
500062819 TANDSKI,R.A. $244,993.00 N
500062820 DOBBERSTEIN,S $317,416.00 N
500062821 CHENGAPPA,HARAGA M &RAMAM $387,000.00 N
500062822 EMANUEL,S JOSEPH &MARCIA $365,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 5
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062823 MEYERS,JASON B & DANIELLE 3 DRISCOLL COURT GAITHERSBURG MD 20878 $242,237.35
500062824 VALENTI,S 1862 BERKSHIRE CLUB DR CINCINNATI OH 45230 $269,818.83
500062825 CRABEL,S.E. 4820 43RD STREET N.W. WASHINGTON DC 26016 $228,842.40
500062826 CURTIS,W 3340 THORNTREE COURT ARLINGTON TX 76016 $237,598.39
500062827 TERRILL,J.W 622 CREEKBEND DRIVE MESQUITE TX 75149 $245,100.00
500062828 VANALLEN,F 529 OAK LANDING LN KNOXVILLE TN 37922 $262,000.00
500062829 KOLLER,K.B. 8401 KINTAIL DRIVE CHESTERFIELD VA 23838 $264,935.22
500062833 CHLODNEY,R.T. 4184 SAGEWOOD COURT GREENWOOD IN 46143 $271,458.27
500062834 FORSMAN,J.C. 1320 THUNDER RIDGE ROAD SANTA FE NM 87501 $633,625.69
500062839 BARTELL,MICHAEL E & SUSAN 12617 LAKE NORMANDY LANE FAIRFAX VA 22030 $254,815.44
500062844 LOCH,JEFFREY D&PAMELA J 34431 CAMINO CAPISTRANO DANA POINT CA 92629 $410,331.41
500062846 BUCKLEY,ROBERT A&JENNIFER 3389 ROSSI STREET LAFAYETTE CA 94549 $349,765.16
500062848 MCCRORY,ROBERT T&KARI A 1532 EAST MCGRAW STREET SEATTLE WA 98112 $319,795.95
500062849 BOKOCH,GARY M&JANET N 1044 QUAIL GARDENS COURT ENCINITAS CA 92024 $300,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062823 MEYERS,JASON B & DANIELLE 8.000 .250 7.750 .0400 7.710 11/01/2026
500062824 VALENTI,S 8.000 .250 7.750 .0400 7.710 11/01/2026
500062825 CRABEL,S.E. 7.875 .250 7.625 .0400 7.585 11/01/2026
500062826 CURTIS,W 8.250 .250 8.000 .0400 7.960 11/01/2026
500062827 TERRILL,J.W 8.500 .250 8.250 .0400 8.210 12/01/2026
500062828 VANALLEN,F 8.000 .250 7.750 .0400 7.710 12/01/2026
500062829 KOLLER,K.B. 8.375 .250 8.125 .0400 8.085 11/01/2026
500062833 CHLODNEY,R.T. 7.750 .250 7.500 .0400 7.460 11/01/2026
500062834 FORSMAN,J.C. 8.625 .250 8.375 .0400 8.335 11/01/2026
500062839 BARTELL,MICHAEL E & SUSAN 7.625 .250 7.375 .0500 7.325 11/01/2026
500062844 LOCH,JEFFREY D&PAMELA J 8.125 .250 7.875 .0500 7.825 11/01/2026
500062846 BUCKLEY,ROBERT A&JENNIFER 8.000 .250 7.750 .0500 7.700 11/01/2026
500062848 MCCRORY,ROBERT T&KARI A 8.250 .250 8.000 .0500 7.950 11/01/2026
500062849 BOKOCH,GARY M&JANET N 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>
500062823 MEYERS,JASON B & DANIELLE 857480 $1,778.65 12/01/1996 360
500062824 VALENTI,S 0916958 $1,981.17 1 12/01/1996 360
500062825 CRABEL,S.E. 8574821 $1,660.41 12/01/1996 360
500062826 CURTIS,W 8429413 $1,786.14 12/01/1996 360
500062827 TERRILL,J.W 8617137 $1,884.61 14 12/01/1996 360
500062828 VANALLEN,F 8437307 $1,922.47 12/01/1996 360
500062829 KOLLER,K.B. 111496 $2,014.96 14 12/01/1996 360
500062833 CHLODNEY,R.T. 111496 $1,946.14 12/01/1996 360
500062834 FORSMAN,J.C. 0917757 $4,931.19 12/01/1996 360
500062839 BARTELL,MICHAEL E & SUSAN 4057725 $1,804.88 12/01/1996 360
500062844 LOCH,JEFFREY D&PAMELA J 4045456 $3,048.70 12/01/1996 360
500062846 BUCKLEY,ROBERT A&JENNIFER 4039053 $2,568.18 12/01/1996 360
500062848 MCCRORY,ROBERT T&KARI A 4048047 $2,404.06 12/01/1996 360
500062849 BOKOCH,GARY M&JANET N 4064580 $2,201.30 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062823 MEYERS,JASON B & DANIELLE $303,000.00 N
500062824 VALENTI,S $300,000.00 N
500062825 CRABEL,S.E. $295,000.00 N
500062826 CURTIS,W $317,000.00 N
500062827 TERRILL,J.W $273,000.00 N
500062828 VANALLEN,F $332,000.00 N
500062829 KOLLER,K.B. $294,600.00 N
500062833 CHLODNEY,R.T. $339,614.00 N
500062834 FORSMAN,J.C. $1,100,000.00 N
500062839 BARTELL,MICHAEL E & SUSAN $325,000.00 N
500062844 LOCH,JEFFREY D&PAMELA J $513,277.00 N
500062846 BUCKLEY,ROBERT A&JENNIFER $575,000.00 N
500062848 MCCRORY,ROBERT T&KARI A $411,000.00 N
500062849 BOKOCH,GARY M&JANET N $418,150.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 6
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062855 RIVAS,JOSE ALONZO & LISSE 890 VIA MARQUESA CAMARILLO CA 93012 $223,831.15
500062856 ALCASID,EDNA B 3421 VETERAN AVENUE LOS ANGELES CA 90034 $215,605.24
500062857 DELEON,MANUEL VELAZQUEZ & 556 PLAZA DEL CID CHULA VISTA CA 91910 $321,378.67
500062858 VASILESCU,FLORIN A & BUSH 13047 DICKENS STREET STUD LOS ANGELES CA 91604 $339,766.01
500062859 SUTTON,EARL JON & STACEY 12520 WATSONVILLE ROAD GILROY CA 95020 $235,849.51
500062860 BALL,LAWRENCE R 9 SAINT MALO BEACH STREET OCEANSIDE CA 92054 $375,760.23
500062861 NEYMAN,ALEX & INNA 11534 DONA EVITA DRIVE (S LOS ANGELES CA 91604 $419,738.95
500062862 GEORGES,JON & SANDOVAL,RO 2259 RONDA VISTA DRIVE LOS ANGELES CA 90027 $231,848.24
500062863 MCMANAMON,KEVIN & NATHALI 1536 COWPER COURT SAN JOSE CA 95120 $371,743.99
500062878 FEHLMAN,MARK L & ANNE M 1824 ALTURA PLACE SAN DIEGO CA 92103 $289,819.75
500062891 ENRIQUEZ,OSCAR R & SPINA, 5337 EAST APPIAN WAY LONG BEACH CA 90803 $247,338.10
600042322 PHILIP V COLEMAN 12100 LONSDALE LANE ROSWELL GA 30075 $215,674.95
600052930 KRAUSHAAR "115 FOURTH, UNIT 5J" NEW YORK NY 10003 $298,945.31
600054947 FRITZEL 2019 HOGAN DRIVE LAWRENCE KS 66047 $449,197.23
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062855 RIVAS,JOSE ALONZO & LISSE 8.750 .250 8.500 .0500 8.450 11/01/2026
500062856 ALCASID,EDNA B 8.000 .250 7.750 .0500 7.700 11/01/2026
500062857 DELEON,MANUEL VELAZQUEZ & 7.875 .250 7.625 .0500 7.575 11/01/2026
500062858 VASILESCU,FLORIN A & BUSH 7.875 .250 7.625 .0500 7.575 11/01/2026
500062859 SUTTON,EARL JON & STACEY 8.250 .250 8.000 .0500 7.950 11/01/2026
500062860 BALL,LAWRENCE R 8.250 .250 8.000 .0500 7.950 11/01/2026
500062861 NEYMAN,ALEX & INNA 8.375 .250 8.125 .0500 8.075 11/01/2026
500062862 GEORGES,JON & SANDOVAL,RO 8.125 .250 7.875 .0500 7.825 11/01/2026
500062863 MCMANAMON,KEVIN & NATHALI 7.875 .250 7.625 .0500 7.575 11/01/2026
500062878 FEHLMAN,MARK L & ANNE M 8.375 .250 8.125 .0500 8.075 11/01/2026
500062891 ENRIQUEZ,OSCAR R & SPINA, 8.125 .250 7.875 .0500 7.825 11/01/2026
600042322 PHILIP V COLEMAN 7.125 .250 6.875 .0500 6.825 08/01/2025
600052930 KRAUSHAAR 8.750 .250 8.500 .0500 8.450 06/01/2026
600054947 FRITZEL 8.625 .250 8.375 .0400 8.335 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062855 RIVAS,JOSE ALONZO & LISSE 4034625 $1,761.90 12/01/1996 360
500062856 ALCASID,EDNA B 4035614 $1,583.10 12 12/01/1996 360
500062857 DELEON,MANUEL VELAZQUEZ & 4037172 $2,331.83 12/01/1996 360
500062858 VASILESCU,FLORIN A & BUSH 4038063 $2,465.24 12/01/1996 360
500062859 SUTTON,EARL JON & STACEY 4029328 $1,772.99 12/01/1996 360
500062860 BALL,LAWRENCE R 4040532 $2,824.77 12/01/1996 360
500062861 NEYMAN,ALEX & INNA 4029997 $3,192.31 12/01/1996 360
500062862 GEORGES,JON & SANDOVAL,RO 4026803 $1,722.60 12/01/1996 360
500062863 MCMANAMON,KEVIN & NATHALI 4031498 $2,697.26 12/01/1996 360
500062878 FEHLMAN,MARK L & ANNE M 4030979 $2,204.21 12/01/1996 360
500062891 ENRIQUEZ,OSCAR R & SPINA, 4058046 $1,837.69 12 12/01/1996 360
600042322 PHILIP V COLEMAN 4505655 $1,472.75 2 12/01/1996 360
600052930 KRAUSHAAR 2813681 $2,360.10 12/01/1996 360
600054947 FRITZEL 5051284 $3,500.05 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062855 RIVAS,JOSE ALONZO & LISSE $279,950.00 N
500062856 ALCASID,EDNA B $240,000.00 N
500062857 DELEON,MANUEL VELAZQUEZ & $402,000.00 N
500062858 VASILESCU,FLORIN A & BUSH $425,000.00 N
500062859 SUTTON,EARL JON & STACEY $372,500.00 N
500062860 BALL,LAWRENCE R $470,000.00 N
500062861 NEYMAN,ALEX & INNA $700,000.00 N
500062862 GEORGES,JON & SANDOVAL,RO $290,000.00 N
500062863 MCMANAMON,KEVIN & NATHALI $465,000.00 N
500062878 FEHLMAN,MARK L & ANNE M $362,500.00 N
500062891 ENRIQUEZ,OSCAR R & SPINA, $275,000.00 N
600042322 PHILIP V COLEMAN $242,900.00 N
600052930 KRAUSHAAR $428,000.00 N
600054947 FRITZEL $675,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 7
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054948 REZA 3521 PLUMB HOUSTON TX 77005 $290,870.13
600054949 STEINGARD 6040 EAST LAUREL LANE SCOTTSDALE AZ 85254 $375,251.39
600054950 FREUND 3356 N DICKERSON STREET ARLINGTON VA 22207 $269,554.23
600054951 BOWDEN 105 KAREN PLACE WYCKOFF NJ 07481 $335,621.87
600054952 EDELMAN 11 FRED JAHN DR. FREEHOLD NJ 07728 $250,919.45
600054953 CAMPBELL 640 SURREY ROAD ELKHORN NE 68022 $499,036.92
600054954 CARLSON 7986 WINGED FOOT COURT PLEASANTON CA 94588 $368,562.73
600054956 HORROCKS 884 GRANADA LANE VACAVILLE CA 95688 $241,860.77
600054957 BIAGIOTTI 5569 WILLOW SPRINGS DRIVE MORRISON CO 80465 $299,422.14
600054958 STAAT 4620 GRAND CASTLE ST. LOUIS MO 63128 $294,001.03
600054959 GREENBERG 14324 PLATINUM DRIVE N. POTOMAC MD 20878 $261,868.27
600054960 MEISSNER 8114 PIMLICO LANE BOERNE TX 78006 $239,560.73
600054961 ELLIS 2 QUICK DRIVE HILLSBOROUG NJ 08853 $227,763.45
600054963 MUNYON 3400 SOUTH HABITAT LANE BOISE ID 83706 $346,932.25
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054948 REZA 8.875 .250 8.625 .0400 8.585 07/01/2026
600054949 STEINGARD 8.750 .250 8.500 .0400 8.460 09/01/2026
600054950 FREUND 9.000 .250 8.750 .0400 8.710 09/01/2026
600054951 BOWDEN 8.875 .250 8.625 .0400 8.585 10/01/2026
600054952 EDELMAN 8.250 .250 8.000 .0400 7.960 06/01/2026
600054953 CAMPBELL 8.250 .250 8.000 .0400 7.960 09/01/2026
600054954 CARLSON 8.625 .250 8.375 .0400 8.335 10/01/2026
600054956 HORROCKS 8.750 .250 8.500 .0400 8.460 11/01/2026
600054957 BIAGIOTTI 8.250 .250 8.000 .0400 7.960 09/01/2026
600054958 STAAT 8.875 .250 8.625 .0400 8.585 09/01/2026
600054959 GREENBERG 8.000 .250 7.750 .0400 7.710 09/01/2026
600054960 MEISSNER 8.500 .250 8.250 .0400 8.210 09/01/2026
600054961 ELLIS 8.875 .250 8.625 .0400 8.585 09/01/2026
600054963 MUNYON 8.000 .250 7.750 .0400 7.710 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054948 REZA 5066605 $2,320.90 18 12/01/1996 360
600054949 STEINGARD 5066619 $2,957.99 12/01/1996 360
600054950 FREUND 5066772 $2,172.48 12/01/1996 360
600054951 BOWDEN 5066954 $2,673.37 12/01/1996 360
600054952 EDELMAN 5066960 $1,892.44 7 12/01/1996 360
600054953 CAMPBELL 5067006 $3,756.33 12/01/1996 360
600054954 CARLSON 5067009 $2,870.04 18 12/01/1996 360
600054956 HORROCKS 5067038 $1,903.81 12/01/1996 360
600054957 BIAGIOTTI 5067044 $2,253.80 12/01/1996 360
600054958 STAAT 5067047 $2,343.17 18 12/01/1996 360
600054959 GREENBERG 5067055 $1,925.40 12/01/1996 360
600054960 MEISSNER 5067073 $1,845.39 12/01/1996 360
600054961 ELLIS 5067083 $1,815.26 18 12/01/1996 360
600054963 MUNYON 5067142 $2,549.10 18 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054948 REZA $325,000.00 N
600054949 STEINGARD $475,000.00 N
600054950 FREUND $340,000.00 N
600054951 BOWDEN $420,000.00 N
600054952 EDELMAN $282,000.00 N
600054953 CAMPBELL $680,000.00 N
600054954 CARLSON $410,000.00 N
600054956 HORROCKS $335,000.00 N
600054957 BIAGIOTTI $425,000.00 N
600054958 STAAT $320,000.00 N
600054959 GREENBERG $328,000.00 N
600054960 MEISSNER $303,000.00 N
600054961 ELLIS $255,000.00 N
600054963 MUNYON $390,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 8
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054964 IANNUCCI 123 PREAKNESS DRIVE MT. LAUREL NJ 08054 $251,462.97
600054965 DEAN 11001 OAKTON WOODS WAY OAKTON VA 22124 $279,594.10
600054966 CLAUNCH 15 VOSA HILL ROAD WESTFORD MA 01886 $254,665.25
600054967 CIABATTONI 510 AUGUSTA DRIVE SPRING TOWN PA 19608 $269,518.35
600054968 MORRISSEY 7098 TORREY STREET ARVADA CO 80007 $249,718.66
600054970 EHREN 6015 BAYVIEW DRIVE MUKILTEO WA 98275 $306,617.03
600054971 RAMSEY 2943 KINGSFORD SAN ANTONIO TX 78259 $249,270.28
600054972 MORGAREIDGE XXX ASHFORD COURT ORANGE PAR FL 32073 $251,455.06
600054973 WOODBURN 7094 BROADWAY TERRACE OAKLAND CA 94611 $423,162.28
600054974 SMOLSKIS 10406 HEBARD STREET KENSINGTON MD 20895 $219,310.07
600054975 LECLAIR 15119 BALLANTYNE COUNTRY CHARLOTTE NC 28277 $339,167.32
600054976 FISHSTEIN 9285 NESBIT LAKES DRIVE ALPHARETTA GA 30202 $229,198.17
600054977 GRANDAS 3133 EDGEWATER VIEW WOODBERRY MN 55125 $294,968.02
600054978 MILLER 9 BRIDLE PATH DRIVE NORTHBOROUG MA 01532 $256,724.20
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054964 IANNUCCI 7.750 .250 7.500 .0400 7.460 09/01/2026
600054965 DEAN 7.625 .250 7.375 .0400 7.335 10/01/2026
600054966 CLAUNCH 8.125 .250 7.875 .0400 7.835 10/01/2026
600054967 CIABATTONI 8.625 .250 8.375 .0400 8.335 09/01/2026
600054968 MORRISSEY 8.875 .250 8.625 .0400 8.585 10/01/2026
600054970 EHREN 8.375 .250 8.125 .0400 8.085 10/01/2026
600054971 RAMSEY 8.750 .250 8.500 .0400 8.460 07/01/2026
600054972 MORGAREIDGE 7.750 .250 7.500 .0400 7.460 09/01/2026
600054973 WOODBURN 8.125 .250 7.875 .0400 7.835 09/01/2026
600054974 SMOLSKIS 8.250 .250 8.000 .0400 7.960 11/01/2026
600054975 LECLAIR 8.500 .250 8.250 .0400 8.210 08/01/2026
600054976 FISHSTEIN 7.875 .250 7.625 .0400 7.585 07/01/2026
600054977 GRANDAS 7.875 .250 7.625 .0400 7.585 07/01/2026
600054978 MILLER 8.000 .250 7.750 .0400 7.710 07/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054964 IANNUCCI 5067238 $1,805.36 15 12/01/1996 360
600054965 DEAN 5067244 $1,981.82 12/01/1996 360
600054966 CLAUNCH 5067260 $1,893.37 12/01/1996 360
600054967 CIABATTONI 5067413 $2,100.03 18 12/01/1996 360
600054968 MORRISSEY 5067414 $1,989.11 12/01/1996 360
600054970 EHREN 5067609 $2,333.42 2 12/01/1996 360
600054971 RAMSEY 5067711 $1,966.75 12 12/01/1996 360
600054972 MORGAREIDGE 5067951 $1,805.36 18 12/01/1996 360
600054973 WOODBURN 5067966 $3,148.19 12/01/1996 360
600054974 SMOLSKIS 5068187 $1,648.65 18 12/01/1996 360
600054975 LECLAIR 8407884 $2,614.31 12/01/1996 360
600054976 FISHSTEIN 8409266 $1,667.66 12/01/1996 360
600054977 GRANDAS 8409269 $2,146.21 12/01/1996 360
600054978 MILLER 8409360 $1,890.18 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054964 IANNUCCI $280,000.00 N
600054965 DEAN $410,000.00 N
600054966 CLAUNCH $370,000.00 N
600054967 CIABATTONI $304,500.00 N
600054968 MORRISSEY $340,000.00 N
600054970 EHREN $324,000.00 N
600054971 RAMSEY $270,000.00 N
600054972 MORGAREIDGE $303,000.00 N
600054973 WOODBURN $530,000.00 N
600054974 SMOLSKIS $231,000.00 N
600054975 LECLAIR $476,000.00 N
600054976 FISHSTEIN $352,000.00 N
600054977 GRANDAS $370,000.00 N
600054978 MILLER $325,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 9
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054979 WEIDMAN 4416 PRADEL DRIVE NAPERVILLE IL 60564 $224,354.19
600054980 DINE 12 BROOKVILLE HOLLOW ROAD DELAWARE TO NJ 08559 $220,344.27
600054981 JOHNSTON 25 BRANCHVILLE ROAD RIDGEFIELD CT 06877 $249,287.34
600054982 MORRISON 7 ARROWHEAD DRIVE MONROE CT 06468 $402,848.37
600054983 HOAGLAND 21321 CROWN LAKE DRIVE CORNELIUS NC 28031 $216,980.80
600054984 MCALPIN 3720 ASHFORD LEIGH COURT CHARLOTTE NC 28269 $219,474.85
600054985 RENZ 3673 SOUTH AGAVE WAY CHANDLER AZ 85248 $252,663.62
600054986 BURTON 1944 FOXHALL ROAD MCLEAN VA 22101 $271,088.66
600055590 KRUSE KENNETH A 11 PRINCETON OVAL FREEHOLD NJ 07728 $249,832.26
600055591 WALSH CHRISTOPHER G 12 ORCHARD ROAD FLORHAM PARK NJ 07932 $221,862.02
600055592 SAURO JR FRANK 12 GLEN VIEW DRIVE CLINTON NJ 08809 $303,820.52
600055594 ZELOUF YOUSEF 19 CHERRY LANE KINGS POINT NY 11024 $649,606.23
600055595 MEHTA ANISHA 56 VANDERVEER DRIVE BASKING RIDGE NJ 07920 $349,765.15
600055598 DILEMME PHILIP 119 STONEWALL CIRCLE WEST HARRISON NY 10604 $297,156.41
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054979 WEIDMAN 7.750 .250 7.500 .0400 7.460 08/01/2026
600054980 DINE 8.000 .250 7.750 .0400 7.710 08/01/2026
600054981 JOHNSTON 7.750 .250 7.500 .0400 7.460 08/01/2026
600054982 MORRISON 7.750 .250 7.500 .0400 7.460 08/01/2026
600054983 HOAGLAND 8.625 .250 8.375 .0400 8.335 08/01/2026
600054984 MCALPIN 8.625 .250 8.375 .0400 8.335 08/01/2026
600054985 RENZ 8.375 .250 8.125 .0400 8.085 08/01/2026
600054986 BURTON 8.375 .250 8.125 .0400 8.085 09/01/2026
600055590 KRUSE KENNETH A 8.000 .250 7.750 .0400 7.710 11/01/2026
600055591 WALSH CHRISTOPHER G 8.375 .250 8.125 .0400 8.085 11/01/2026
600055592 SAURO JR FRANK 8.625 .250 8.375 .0400 8.335 11/01/2026
600055594 ZELOUF YOUSEF 8.500 .250 8.250 .0400 8.210 11/01/2026
600055595 MEHTA ANISHA 8.000 .250 7.750 .0400 7.710 11/01/2026
600055598 DILEMME PHILIP 8.750 .250 8.500 .0400 8.460 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>
600054979 WEIDMAN 8409566 $1,611.93 18 12/01/1996 360
600054980 DINE 8409600 $1,624.55 18 12/01/1996 360
600054981 JOHNSTON 8409654 $1,791.03 12/01/1996 360
600054982 MORRISON 8409697 $2,894.31 12/01/1996 360
600054983 HOAGLAND 8409866 $1,691.69 12/01/1996 360
600054984 MCALPIN 8410159 $1,711.14 12/01/1996 360
600054985 RENZ 8410208 $1,925.26 12/01/1996 360
600054986 BURTON 8410239 $2,067.40 12/01/1996 360
600055590 KRUSE KENNETH A 1101190405 $1,834.41 12/01/1996 360
600055591 WALSH CHRISTOPHER G 1101197517 $1,687.36 12/01/1996 360
600055592 SAURO JR FRANK 1101200269 $2,364.48 15 12/01/1996 360
600055594 ZELOUF YOUSEF 1106013258 $4,997.94 12/01/1996 360
600055595 MEHTA ANISHA 1106017496 $2,568.18 12/01/1996 360
600055598 DILEMME PHILIP 1111057729 $2,340.44 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054979 WEIDMAN $258,000.00 N
600054980 DINE $246,000.00 N
600054981 JOHNSTON $398,000.00 N
600054982 MORRISON $505,000.00 N
600054983 HOAGLAND $272,000.00 N
600054984 MCALPIN $310,000.00 N
600054985 RENZ $320,000.00 N
600054986 BURTON $340,000.00 N
600055590 KRUSE KENNETH A $451,315.00 N
600055591 WALSH CHRISTOPHER G $278,000.00 N
600055592 SAURO JR FRANK $320,000.00 N
600055594 ZELOUF YOUSEF $1,237,500.00 N
600055595 MEHTA ANISHA $498,492.00 N
600055598 DILEMME PHILIP $425,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 10
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055605 GOLDSTEIN STEVEN 210 EAST WALK SALTAIRE NY 11706 $409,376.26
600055606 SANTA LESLIE 350 EAST 72ND STREET NEW YORK NY 10021 $499,351.83
600055607 BRAKMAN III WILLIAM 32 BAYNE STREET NORWALK CT 06851 $281,429.40
600055608 WILLIAMSON JOHN R 1665 RUSSELL ROAD PAOLI PA 19301 $315,808.56
600055609 BALLE JR DEE 3800 EAST LINCOLN DRIVE PHOENIX AZ 85018 $429,050.24
600055611 JOHNSON DENNIS J 7217 EL MANOR AVENUE LOS ANGELES CA 90045 $307,803.60
600055613 ROSE MICHAEL E 13656 OAK CANYON AVENUE SHERMAN OAKS CA 91423 $237,440.58
600055614 BERGER MICHAEL J 1726 LITTLE BEAR DRIVE LONGMONT CO 80501 $214,973.00
600055615 GOMEZ JOSEPH R 2310 GRANADA BLVD CORAL GABLES FL 33134 $289,528.96
600055617 SANDERSON MARLIE J 5132 NW 62ND TERRACE GAINESVILLE FL 32606 $255,641.01
600055618 HARRISON ANDREW 331 FOREST STREET DENVER CO 80220 $422,123.69
600055619 NIERRAS J ANTONIO 1528 BALBOA WAY BURLINGAME CA 94010 $288,824.92
600055620 GOWER PATRICIA L 245 EATON ROAD SAN MATEO CA 94402 $299,808.70
600055622 MILLER DAVID J 20 DEER RIDGE ROAD MOUNT KISCO NY 10549 $262,636.81
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055605 GOLDSTEIN STEVEN 9.000 .250 8.750 .0400 8.710 11/01/2026
600055606 SANTA LESLIE 9.000 .250 8.750 .0400 8.710 10/01/2026
600055607 BRAKMAN III WILLIAM 8.500 .250 8.250 .0400 8.210 11/01/2026
600055608 WILLIAMSON JOHN R 8.500 .250 8.250 .0400 8.210 11/01/2026
600055609 BALLE JR DEE 8.250 .250 8.000 .0400 7.960 10/01/2026
600055611 JOHNSON DENNIS J 8.250 .250 8.000 .0400 7.960 11/01/2026
600055613 ROSE MICHAEL E 8.000 .250 7.750 .0400 7.710 11/01/2026
600055614 BERGER MICHAEL J 8.625 .250 8.375 .0400 8.335 11/01/2026
600055615 GOMEZ JOSEPH R 8.625 .250 8.375 .0400 8.335 11/01/2026
600055617 SANDERSON MARLIE J 8.375 .250 8.125 .0400 8.085 11/01/2026
600055618 HARRISON ANDREW 8.125 .250 7.875 .0400 7.835 11/01/2026
600055619 NIERRAS J ANTONIO 8.500 .250 8.250 .0400 8.210 11/01/2026
600055620 GOWER PATRICIA L 8.250 .250 8.000 .0400 7.960 11/01/2026
600055622 MILLER DAVID J 9.250 .250 9.000 .0400 8.960 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055605 GOLDSTEIN STEVEN 1111063969 $3,295.74 12/01/1996 360
600055606 SANTA LESLIE 1111065160 $4,022.31 12/01/1996 360
600055607 BRAKMAN III WILLIAM 1111065330 $2,165.27 12/01/1996 360
600055608 WILLIAMSON JOHN R 1161224913 $2,429.77 12/01/1996 360
600055609 BALLE JR DEE 1203003453 $3,227.44 12/01/1996 360
600055611 JOHNSON DENNIS J 1234001500 $2,313.90 12/01/1996 360
600055613 ROSE MICHAEL E 1245002118 $1,743.42 12/01/1996 360
600055614 BERGER MICHAEL J 1272083190 $1,673.03 12/01/1996 360
600055615 GOMEZ JOSEPH R 1311270989 $2,253.26 14 12/01/1996 360
600055617 SANDERSON MARLIE J 1322012781 $1,944.26 12/01/1996 360
600055618 HARRISON ANDREW 1463002623 $3,136.31 12/01/1996 360
600055619 NIERRAS J ANTONIO 1481002567 $2,222.16 12/01/1996 360
600055620 GOWER PATRICIA L 1489001670 $2,253.80 12/01/1996 360
600055622 MILLER DAVID J 1500240629 $2,164.87 14 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055605 GOLDSTEIN STEVEN $512,050.00 N
600055606 SANTA LESLIE $900,000.00 N
600055607 BRAKMAN III WILLIAM $352,000.00 N
600055608 WILLIAMSON JOHN R $395,000.00 N
600055609 BALLE JR DEE $537,000.00 N
600055611 JOHNSON DENNIS J $385,000.00 N
600055613 ROSE MICHAEL E $297,000.00 N
600055614 BERGER MICHAEL J $268,900.00 N
600055615 GOMEZ JOSEPH R $305,000.00 N
600055617 SANDERSON MARLIE J $319,798.00 N
600055618 HARRISON ANDREW $528,000.00 N
600055619 NIERRAS J ANTONIO $439,000.00 N
600055620 GOWER PATRICIA L $672,500.00 N
600055622 MILLER DAVID J $277,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 11
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055623 GIUSTINIANO GARY 10 CASTLE COURT NESCONSET NY 11767 $237,578.89
600055624 BOGEN STEVEN 3 STELLA LANE PLEASANTVILLE NY 10570 $417,437.19
600055626 SCIORTINO JAMES M 1240 DANIELS FARM ROAD TRUMBULL CT 06611 $267,682.40
600055627 BAUCKHAM WILLIAM L 4 GRANITE BROOK DRIVE GRANITE SPRINGS NY 10527 $223,867.75
600055628 DICPINIGAITIS PETER V 97 BYRAM RIDGE ROAD ARMONK NY 10504 $319,790.68
600055629 SOBEL MARK 21 ALICE AVENUE MERRICK NY 11566 $283,424.50
600055630 ROSELIN PHILLIP 118 STOCKTON BLVD SEA GIRT NJ 08750 $249,680.06
600055631 ATIYEH AHMAD M 4415 LORAINE LANE BETHLEHEM PA 18017 $219,046.74
600055636 COTRONE VINCENT 3159 LEE PLACE BELLEMORE NY 11710 $249,696.03
600055637 BAHADUR GOKUL A 20 DRUID HILL DRIVE PARSIPPANY NJ 07054 $232,452.16
600055639 MARTIN PAUL DOUGLAS 104 SMITH RIDGE ROAD SOUTH SALEM NY 10590 $214,939.04
600055640 GRAF THOMAS 73 ORCHARD PLACE GREENWICH CT 06830 $299,822.88
600055641 JAFFE GILBERT I 485 HARBOR ROAD COLD SPRINGS HA NY 11724 $259,850.41
600055642 STUART MICHAEL O 17844 GRAND CYPRESS CRE BATON ROUGE LA 70810 $359,787.46
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055623 GIUSTINIANO GARY 8.000 .250 7.750 .0400 7.710 10/01/2026
600055624 BOGEN STEVEN 8.000 .250 7.750 .0400 7.710 10/01/2026
600055626 SCIORTINO JAMES M 8.625 .250 8.375 .0400 8.335 10/01/2026
600055627 BAUCKHAM WILLIAM L 8.625 .250 8.375 .0400 8.335 11/01/2026
600055628 DICPINIGAITIS PETER V 8.125 .250 7.875 .0400 7.835 11/01/2026
600055629 SOBEL MARK 8.000 .250 7.750 .0400 7.710 09/01/2026
600055630 ROSELIN PHILLIP 8.250 .250 8.000 .0400 7.960 10/01/2026
600055631 ATIYEH AHMAD M 8.750 .250 8.500 .0400 8.460 10/01/2026
600055636 COTRONE VINCENT 8.500 .250 8.250 .0400 8.210 10/01/2026
600055637 BAHADUR GOKUL A 8.250 .250 8.000 .0400 7.960 10/01/2026
600055639 MARTIN PAUL DOUGLAS 9.000 .250 8.750 .0400 8.710 10/01/2026
600055640 GRAF THOMAS 8.625 .250 8.375 .0400 8.335 11/01/2026
600055641 JAFFE GILBERT I 8.750 .250 8.500 .0400 8.460 11/01/2026
600055642 STUART MICHAEL O 8.625 .250 8.375 .0400 8.335 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055623 GIUSTINIANO GARY 1500240833 $1,746.36 12/01/1996 360
600055624 BOGEN STEVEN 1500241938 $3,067.14 12/01/1996 360
600055626 SCIORTINO JAMES M 1500243037 $2,084.48 12/01/1996 360
600055627 BAUCKHAM WILLIAM L 1500246013 $1,742.25 12/01/1996 360
600055628 DICPINIGAITIS PETER V 1500246400 $2,375.99 12/01/1996 360
600055629 SOBEL MARK 1500246603 $2,083.89 12/01/1996 360
600055630 ROSELIN PHILLIP 1500249204 $1,878.17 12/01/1996 360
600055631 ATIYEH AHMAD M 1500249419 $1,725.23 2 12/01/1996 360
600055636 COTRONE VINCENT 1500252333 $1,922.28 12/01/1996 360
600055637 BAHADUR GOKUL A 1500254372 $1,748.57 2 12/01/1996 360
600055639 MARTIN PAUL DOUGLAS 1500257439 $1,731.35 2 12/01/1996 360
600055640 GRAF THOMAS 1500258996 $2,333.37 12/01/1996 360
600055641 JAFFE GILBERT I 1500260885 $2,045.42 12/01/1996 360
600055642 STUART MICHAEL O 1502027032 $2,800.04 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055623 GIUSTINIANO GARY $298,000.00 N
600055624 BOGEN STEVEN $522,500.00 N
600055626 SCIORTINO JAMES M $430,000.00 N
600055627 BAUCKHAM WILLIAM L $280,000.00 N
600055628 DICPINIGAITIS PETER V $430,000.00 N
600055629 SOBEL MARK $355,000.00 N
600055630 ROSELIN PHILLIP $350,000.00 N
600055631 ATIYEH AHMAD M $230,900.00 N
600055636 COTRONE VINCENT $342,500.00 N
600055637 BAHADUR GOKUL A $245,000.00 N
600055639 MARTIN PAUL DOUGLAS $226,500.00 N
600055640 GRAF THOMAS $400,000.00 N
600055641 JAFFE GILBERT I $325,000.00 N
600055642 STUART MICHAEL O $450,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 12
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055643 NATHAN MARC W 1509 WOODWARD COURT BRENTWOOD TN 37027 $374,594.94
600055644 THORNE JR EDWIN 1005 MANSION RIDGE ROAD SANTA FE NM 87501 $498,577.60
600055645 LINT RON J 1216 POWDER RIVER TRAIL SOUTHLAKE TX 76092 $216,736.15
600055647 PETERSON BRETT D 12805 NEW PARKLAND DRIV HERNDON VA 22071 $231,710.59
600055649 CUESTA JUAN A 625 SEVILLA AVENUE CORAL GABELS FL 33125 $296,088.19
600055650 NIEDENTHAL MICHAEL J 1124 E 1284 ROAD LAWRENCE KS 66047 $224,608.80
600055651 DAUZAT MICHEL P 4412 W 150TH STREET LEAWOOD KS 66224 $281,201.21
600055652 MCGRATH MICHAEL G 3052 MARILYN WAY SANTA BARBARA CA 93105 $227,715.59
600055653 COPP CLIFFORD 880 17TH AVENUE SOUTH NAPLES FL 34102 $349,793.36
600055654 BILLINGS STEVEN P 9980 NW WINDOVER DRIVE FARLEY E MO 64028 $479,431.18
600055655 RAY DUANE 11709 W 138TH STREET OVERLAND PARK KS 66221 $220,082.08
600055656 ALLISON BRAD B 704 NORTH FULGHAM ROAD VISALIA CA 93291 $215,730.54
600055657 CHIN SERGIO K 5004 RAVEN WAY CLAYTON CA 94517 $243,852.84
600055658 KELLER WALTER R 4812 SANDPOINT ROAD NOR ALBUQUERQUE NM 87114 $236,138.69
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055643 NATHAN MARC W 8.000 .250 7.750 .0400 7.710 10/01/2026
600055644 THORNE JR EDWIN 8.875 .250 8.625 .0400 8.585 07/01/2026
600055645 LINT RON J 8.500 .250 8.250 .0400 8.210 10/01/2026
600055647 PETERSON BRETT D 8.375 .250 8.125 .0400 8.085 10/01/2026
600055649 CUESTA JUAN A 9.000 .250 8.750 .0400 8.710 11/01/2026
600055650 NIEDENTHAL MICHAEL J 8.750 .250 8.500 .0400 8.460 09/01/2026
600055651 DAUZAT MICHEL P 7.750 .250 7.500 .0400 7.460 10/01/2026
600055652 MCGRATH MICHAEL G 8.375 .250 8.125 .0400 8.085 10/01/2026
600055653 COPP CLIFFORD 8.625 .250 8.375 .0400 8.335 11/01/2026
600055654 BILLINGS STEVEN P 8.625 .250 8.375 .0400 8.335 10/01/2026
600055655 RAY DUANE 8.500 .250 8.250 .0400 8.210 10/01/2026
600055656 ALLISON BRAD B 8.375 .250 8.125 .0400 8.085 10/01/2026
600055657 CHIN SERGIO K 8.500 .250 8.250 .0400 8.210 09/01/2026
600055658 KELLER WALTER R 8.750 .250 8.500 .0400 8.460 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055643 NATHAN MARC W 1502046627 $2,752.36 18 12/01/1996 360
600055644 THORNE JR EDWIN 1504050545 $3,978.22 12/01/1996 360
600055645 LINT RON J 1504066160 $1,668.54 12 12/01/1996 360
600055647 PETERSON BRETT D 1504075874 $1,763.37 12/01/1996 360
600055649 CUESTA JUAN A 1504077927 $2,383.69 12/01/1996 360
600055650 NIEDENTHAL MICHAEL J 1505052637 $1,770.08 12/01/1996 360
600055651 DAUZAT MICHEL P 1505056070 $2,017.42 12/01/1996 360
600055652 MCGRATH MICHAEL G 1505058735 $1,732.96 12/01/1996 360
600055653 COPP CLIFFORD 1505060045 $2,722.27 12/01/1996 360
600055654 BILLINGS STEVEN P 1505063972 $3,733.39 12/01/1996 360
600055655 RAY DUANE 1505901998 $1,694.30 18 12/01/1996 360
600055656 ALLISON BRAD B 1506150562 $1,641.76 12 12/01/1996 360
600055657 CHIN SERGIO K 1506153436 $1,878.46 12/01/1996 360
600055658 KELLER WALTER R 1506154687 $1,860.95 2 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055643 NATHAN MARC W $416,798.00 N
600055644 THORNE JR EDWIN $1,250,000.00 N
600055645 LINT RON J $230,739.00 N
600055647 PETERSON BRETT D $290,000.00 N
600055649 CUESTA JUAN A $395,000.00 N
600055650 NIEDENTHAL MICHAEL J $288,500.00 N
600055651 DAUZAT MICHEL P $352,000.00 N
600055652 MCGRATH MICHAEL G $295,000.00 N
600055653 COPP CLIFFORD $625,000.00 N
600055654 BILLINGS STEVEN P $600,000.00 N
600055655 RAY DUANE $244,871.00 N
600055656 ALLISON BRAD B $240,000.00 N
600055657 CHIN SERGIO K $305,424.00 N
600055658 KELLER WALTER R $249,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 13
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055659 BLACKFORD TRACY 2917 HIDDEN HILLS CIRCL CORONA CA 91720 $279,909.24
600055660 KINNEAR KENNETH E 21716 139TH AVENUE SOUT KENT WA 98032 $331,117.17
600055662 KLASKY ARLENE 2492 MANDEVILLE CANYON LOS ANGELES CA 90049 $861,529.36
600055663 BELL JR THOMAS 2042 VISTA AVENUE ARCADIA CA 91006 $349,606.11
600055664 OGALDE JULIAN 1124 TOWER ROAD BEVERLY HILLS CA 90210 $399,549.84
600055665 FENNESSY MICHAEL J 801 HENLEY DRIVE BIRMINGHAM MI 48009 $349,585.24
600055666 SHETTY SUDHAKAR S 7408 MERCER TERRACE DRI MERCER ISLAND WA 98040 $269,663.18
600055667 MENZ DAVID P 7521 SE 40TH STREET MERCER ISLAND WA 98040 $220,724.32
600055669 COOK DONALD 2804 BRITTAN AVENUE SAN CARLOS CA 94070 $287,631.44
600055672 WITSMAN GARY R 7810 WOODRIDGE DRIVE GAINESVILLE VA 22065 $224,759.61
600055674 FUGIT LINDA W 5221 SAGECIRCLE NORTH HOUSTON TX 77056 $219,725.56
600055675 VOSVICK DAVID L 5925 WHITTINGDON PLACE PLANO TX 75093 $225,448.62
600055676 LOPEZ RUFINO F 24201 SW 192 AVENUE HOMESTEAD FL 33030 $498,438.43
600055677 KELLERJR HENRY A 10680 RIO HERMOSO DELRAY BEACH FL 33446 $399,525.98
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055659 BLACKFORD TRACY 8.500 .250 8.250 .0400 8.210 10/01/2026
600055660 KINNEAR KENNETH E 8.750 .250 8.500 .0400 8.460 10/01/2026
600055662 KLASKY ARLENE 8.875 .250 8.625 .0400 8.585 10/01/2026
600055663 BELL JR THOMAS 8.875 .250 8.625 .0400 8.585 10/01/2026
600055664 OGALDE JULIAN 8.875 .250 8.625 .0400 8.585 10/01/2026
600055665 FENNESSY MICHAEL J 8.625 .250 8.375 .0400 8.335 10/01/2026
600055666 SHETTY SUDHAKAR S 8.375 .250 8.125 .0400 8.085 10/01/2026
600055667 MENZ DAVID P 8.375 .250 8.125 .0400 8.085 10/01/2026
600055669 COOK DONALD 8.250 .250 8.000 .0400 7.960 10/01/2026
600055672 WITSMAN GARY R 9.125 .250 8.875 .0400 8.835 10/01/2026
600055674 FUGIT LINDA W 8.375 .250 8.125 .0400 8.085 10/01/2026
600055675 VOSVICK DAVID L 8.000 .250 7.750 .0400 7.710 11/01/2026
600055676 LOPEZ RUFINO F 8.875 .250 8.625 .0400 8.585 10/01/2026
600055677 KELLERJR HENRY A 8.625 .250 8.375 .0400 8.335 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>
600055659 BLACKFORD TRACY 1506158305 $2,154.88 12 12/01/1996 360
600055660 KINNEAR KENNETH E 1506159476 $2,607.91 12/01/1996 360
600055662 KLASKY ARLENE 1506162062 $6,862.44 12/01/1996 360
600055663 BELL JR THOMAS 1506163258 $2,784.76 12/01/1996 360
600055664 OGALDE JULIAN 1506910542 $3,182.58 12/01/1996 360
600055665 FENNESSY MICHAEL J 1507174930 $2,722.26 12/01/1996 360
600055666 SHETTY SUDHAKAR S 1507179220 $2,052.20 12/01/1996 360
600055667 MENZ DAVID P 1507179231 $1,679.76 12/01/1996 360
600055669 COOK DONALD 1507184606 $2,163.65 12/01/1996 360
600055672 WITSMAN GARY R 1507191816 $1,830.68 12/01/1996 360
600055674 FUGIT LINDA W 1509947811 $1,672.16 12/01/1996 360
600055675 VOSVICK DAVID L 1509948552 $1,655.38 1 12/01/1996 360
600055676 LOPEZ RUFINO F 1511018189 $3,970.27 18 12/01/1996 360
600055677 KELLERJR HENRY A 1511028105 $3,111.16 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055659 BLACKFORD TRACY $295,000.00 N
600055660 KINNEAR KENNETH E $510,000.00 N
600055662 KLASKY ARLENE $1,150,000.00 N
600055663 BELL JR THOMAS $485,000.00 N
600055664 OGALDE JULIAN $850,000.00 N
600055665 FENNESSY MICHAEL J $490,000.00 N
600055666 SHETTY SUDHAKAR S $360,000.00 N
600055667 MENZ DAVID P $277,400.00 N
600055669 COOK DONALD $360,000.00 N
600055672 WITSMAN GARY R $300,000.00 N
600055674 FUGIT LINDA W $275,000.00 N
600055675 VOSVICK DAVID L $237,500.00 N
600055676 LOPEZ RUFINO F $599,000.00 N
600055677 KELLERJR HENRY A $625,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 14
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055678 CATALL BERNARD M 545 TREYBURN VIEW ALPHARETTA GA 30201 $283,927.33
600055680 GARVEY CHRISTOPHER J 1149 FAIR WAY GARDENS ATLANTA GA 30319 $272,289.14
600055682 SCHAIR RICHARD W 5592 COURT SPRINGS ROAD GAINESVILLE GA 30506 $291,271.84
600055683 CIRA DARRELL J 3452 BRIDLE TRAIL MARIETTA GA 30067 $278,651.97
600055685 RODONI CAROL J 5917 KILARNEY CIRCLE SAN JOSE CA 95138 $427,505.71
600055686 MCDONNELL KEVIN J 4562 OJAI LOOP UNION CITY CA 94587 $254,282.41
600055687 WORDEN JOHN S 91 CAROLYN COURT LAFAYETTE CA 94549 $251,443.90
600055688 MILLER LARRY A 8965 SOUTH FORREST DRIV HIGHLANDS RANCH CO 80126 $226,060.32
600055689 COOK MICHAEL J 3900 MOUNTAIN MEADOW JACKSON WY 83001 $259,707.40
600055690 WILL SR DANIEL 6599 HIGHWAY 66 LONGMONT CO 80504 $367,596.47
600055691 FLANERY TIMOTHY W 1243 EAST BOGEY DRIVE FRUIT HEIGHTS UT 84037 $291,653.96
600055692 VEATCH JOEL R 203 CURTIS HILL ROAD CHEHALIS WA 98532 $255,696.63
600055693 HILL RICHARD O 903 LIVE OAK RIDGE AUSTIN TX 78746 $351,560.91
600055694 WALTER CRAIG A 917 EDGEMEER LANE SOUTHLAKE TX 76092 $232,958.78
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055678 CATALL BERNARD M 8.375 .250 8.125 .0400 8.085 09/01/2026
600055680 GARVEY CHRISTOPHER J 8.625 .250 8.375 .0400 8.335 11/01/2026
600055682 SCHAIR RICHARD W 8.875 .250 8.625 .0400 8.585 10/01/2026
600055683 CIRA DARRELL J 8.375 .250 8.125 .0400 8.085 10/01/2026
600055685 RODONI CAROL J 8.750 .250 8.500 .0400 8.460 10/01/2026
600055686 MCDONNELL KEVIN J 8.375 .250 8.125 .0400 8.085 10/01/2026
600055687 WORDEN JOHN S 8.500 .250 8.250 .0400 8.210 10/01/2026
600055688 MILLER LARRY A 8.250 .250 8.000 .0400 7.960 10/01/2026
600055689 COOK MICHAEL J 8.875 .250 8.625 .0400 8.585 10/01/2026
600055690 WILL SR DANIEL 9.000 .250 8.750 .0400 8.710 10/01/2026
600055691 FLANERY TIMOTHY W 8.625 .250 8.375 .0400 8.335 10/01/2026
600055692 VEATCH JOEL R 8.625 .250 8.375 .0400 8.335 10/01/2026
600055693 HILL RICHARD O 8.375 .250 8.125 .0400 8.085 10/01/2026
600055694 WALTER CRAIG A 8.500 .250 8.250 .0400 8.210 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055678 CATALL BERNARD M 1511043867 $2,166.21 12/01/1996 360
600055680 GARVEY CHRISTOPHER J 1511053270 $2,119.09 12/01/1996 360
600055682 SCHAIR RICHARD W 1511056406 $2,320.10 12/01/1996 360
600055683 CIRA DARRELL J 1511056891 $2,120.60 2 12/01/1996 360
600055685 RODONI CAROL J 1512024427 $3,367.08 12/01/1996 360
600055686 MCDONNELL KEVIN J 1512034114 $1,935.14 18 12/01/1996 360
600055687 WORDEN JOHN S 1512036255 $1,935.74 1 12/01/1996 360
600055688 MILLER LARRY A 1513060029 $1,700.50 12 12/01/1996 360
600055689 COOK MICHAEL J 1513062400 $2,068.68 12/01/1996 360
600055690 WILL SR DANIEL 1513062614 $2,961.01 12/01/1996 360
600055691 FLANERY TIMOTHY W 1513067924 $2,271.15 12/01/1996 360
600055692 VEATCH JOEL R 1513069089 $1,991.14 12/01/1996 360
600055693 HILL RICHARD O 1520002601 $2,675.45 12/01/1996 360
600055694 WALTER CRAIG A 1525001457 $1,792.34 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055678 CATALL BERNARD M $399,550.00 N
600055680 GARVEY CHRISTOPHER J $360,000.00 N
600055682 SCHAIR RICHARD W $635,000.00 N
600055683 CIRA DARRELL J $310,000.00 N
600055685 RODONI CAROL J $535,000.00 N
600055686 MCDONNELL KEVIN J $268,000.00 N
600055687 WORDEN JOHN S $265,000.00 N
600055688 MILLER LARRY A $238,308.00 N
600055689 COOK MICHAEL J $325,000.00 N
600055690 WILL SR DANIEL $460,000.00 N
600055691 FLANERY TIMOTHY W $370,000.00 N
600055692 VEATCH JOEL R $320,000.00 N
600055693 HILL RICHARD O $510,000.00 N
600055694 WALTER CRAIG A $291,398.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 15
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055695 LEE HUN KI 624 HOBART AVENUE SAN MATEO CA 94402 $343,581.72
600055696 PADMANABHAN RAMESH 1225 ST JOSEPH AVENUE LOS ALTOS CA 95024 $535,729.32
600055698 GOODWIN JAMES W 125 VICKSBURG STREET SAN FRANCISCO CA 94114 $475,968.82
600055699 BRUEHL ANTON 1631 HYDE STREET SAN FRANCISCO CA 94109 $479,757.60
600055700 TUCKER WILLIAM PAUL 5427 VILLAWOOD CIRCLE CALABASAS AREA CA 91302 $623,260.53
600055701 DULLAGHAN JOHN P 1086 EAST MARIPOSA STRE ALTADENA AREA CA 91001 $232,481.20
600055702 NGUYEN DIEP KIM 15 VETRINA IRVINE CA 92606 $279,589.29
600055703 WILLIAMS ROSALIND 2520 23RD STREET NEWPORT BEACH CA 92660 $303,620.78
600055704 KRUSSMAN MICHAEL B 2057 PORT BRISTOL CIRCL NEWPORT BEACH CA 92660 $449,480.29
600055705 PATCHETT CLAYTON E 423 LAKEVIEW ROAD PASADENA CA 91105 $649,229.72
600055706 PERCIVAL JOE WILLIAM 56 LAGUNITA DRIVE LAGUNA BEACH CA 92651 $399,757.67
600055707 RAMBEAU OBIE R 223 VIA NICE NEWPORT BEACH CA 92663 $419,745.56
600055708 LOE DAVID GREGORY 4312 4314 UNIVERSITY DALLAS TX 75205 $256,188.12
600055710 ZEUTZIUS JOSEPH A 10 WESTELM GARDEN SAN ANTONIO TX 78230 $244,809.56
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055695 LEE HUN KI 8.500 .250 8.250 .0400 8.210 10/01/2026
600055696 PADMANABHAN RAMESH 9.375 .250 9.125 .0400 9.085 11/01/2026
600055698 GOODWIN JAMES W 8.625 .250 8.375 .0400 8.335 11/01/2026
600055699 BRUEHL ANTON 9.375 .250 9.125 .0400 9.085 11/01/2026
600055700 TUCKER WILLIAM PAUL 8.625 .250 8.375 .0400 8.335 10/01/2026
600055701 DULLAGHAN JOHN P 8.750 .250 8.500 .0400 8.460 10/01/2026
600055702 NGUYEN DIEP KIM 8.250 .250 8.000 .0400 7.960 10/01/2026
600055703 WILLIAMS ROSALIND 8.375 .250 8.125 .0400 8.085 10/01/2026
600055704 KRUSSMAN MICHAEL B 8.750 .250 8.500 .0400 8.460 10/01/2026
600055705 PATCHETT CLAYTON E 8.625 .250 8.375 .0400 8.335 10/01/2026
600055706 PERCIVAL JOE WILLIAM 8.500 .250 8.250 .0400 8.210 11/01/2026
600055707 RAMBEAU OBIE R 8.500 .250 8.250 .0400 8.210 11/01/2026
600055708 LOE DAVID GREGORY 8.500 .250 8.250 .0400 8.210 10/01/2026
600055710 ZEUTZIUS JOSEPH A 8.625 .250 8.375 .0400 8.335 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>
600055695 LEE HUN KI 1561336288 $2,645.07 12/01/1996 360
600055696 PADMANABHAN RAMESH 1561336776 $4,458.18 12/01/1996 360
600055698 GOODWIN JAMES W 1561337203 $3,704.23 12/01/1996 360
600055699 BRUEHL ANTON 1561337815 $3,992.40 12/01/1996 360
600055700 TUCKER WILLIAM PAUL 1562161940 $4,853.41 12/01/1996 360
600055701 DULLAGHAN JOHN P 1562164519 $1,831.05 12 12/01/1996 360
600055702 NGUYEN DIEP KIM 1562164723 $2,105.43 12/01/1996 360
600055703 WILLIAMS ROSALIND 1562165238 $2,310.62 12/01/1996 360
600055704 KRUSSMAN MICHAEL B 1562166172 $3,540.16 12/01/1996 360
600055705 PATCHETT CLAYTON E 1562167506 $5,055.64 12/01/1996 360
600055706 PERCIVAL JOE WILLIAM 1562168076 $3,075.66 12 12/01/1996 360
600055707 RAMBEAU OBIE R 1562168338 $3,229.44 12/01/1996 360
600055708 LOE DAVID GREGORY 1563132256 $1,972.26 1 12/01/1996 360
600055710 ZEUTZIUS JOSEPH A 1563134579 $1,906.36 1 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055695 LEE HUN KI $430,000.00 N
600055696 PADMANABHAN RAMESH $670,000.00 N
600055698 GOODWIN JAMES W $635,000.00 N
600055699 BRUEHL ANTON $610,000.00 N
600055700 TUCKER WILLIAM PAUL $780,000.00 N
600055701 DULLAGHAN JOHN P $245,000.00 N
600055702 NGUYEN DIEP KIM $373,700.00 N
600055703 WILLIAMS ROSALIND $380,000.00 N
600055704 KRUSSMAN MICHAEL B $645,000.00 N
600055705 PATCHETT CLAYTON E $850,000.00 N
600055706 PERCIVAL JOE WILLIAM $475,000.00 N
600055707 RAMBEAU OBIE R $525,000.00 N
600055708 LOE DAVID GREGORY $285,000.00 N
600055710 ZEUTZIUS JOSEPH A $258,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 16
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055713 BRUCE JAMES G 5530 SW WOODS COURT PORTLAND OR 97221 $379,757.68
600055718 RINO JR JOSEPH 6432 LANDMARK DRIVE ALEXANDRIA LA 71303 $259,547.92
600055721 PORTMAN III JOHN 51 LAFAYETTE DRIVE ATLANTA GA 30309 $640,111.97
600055723 NESSLER BRADLEY R 3748 WHITNEY PLACE DULUTH GA 30136 $238,362.77
600055727 KATZ STEVEN LAWRENCE 16736 RAYEN STREET LOS ANGELES CA 91343 $399,769.86
600055728 JONES J MICHAEL 11212 WALKING FERN COV SAN DIEGO CA 92131 $247,791.89
600055730 TUFT PAUL R 6743 EAST ARROYO COURT PARADISE VALLEY AZ 85253 $766,547.16
600055733 LIDDY G GORDON 7878 EAST GAINEY RANCH SCOTTSDALE AZ 85258 $499,712.32
600055734 JETTER DANA 3834 ORION COURT PLEASANTON CA 94566 $327,006.82
600055736 SULLIVAN PATRICK E 5008 MANCHESTER COURT GRANITE BAY CA 95746 $378,514.97
600055737 REINNOLDT II DONALD 3231 AMERICAN RIVER DRI SACRAMENTO CA 95864 $265,838.86
600055738 RENARD MICHAEL T 1185 TONKAWA ROAD ORONO MN 55356 $399,751.38
600055739 GOUNTANIS ROBERT J 1098 LOMA LINDA AVENUE ORONO MN 55364 $270,602.10
600055742 ROBINSON SCOTT W 41 HESS AVENUE GOLDEN CO 80401 $214,873.06
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055713 BRUCE JAMES G 8.250 .250 8.000 .0400 7.960 11/01/2026
600055718 RINO JR JOSEPH 8.750 .250 8.500 .0400 8.460 09/01/2026
600055721 PORTMAN III JOHN 8.500 .250 8.250 .0400 8.210 11/01/2026
600055723 NESSLER BRADLEY R 8.750 .250 8.500 .0400 8.460 11/01/2026
600055727 KATZ STEVEN LAWRENCE 8.750 .250 8.500 .0400 8.460 11/01/2026
600055728 JONES J MICHAEL 8.250 .250 8.000 .0400 7.960 11/01/2026
600055730 TUFT PAUL R 8.625 .250 8.375 .0400 8.335 11/01/2026
600055733 LIDDY G GORDON 8.750 .250 8.500 .0400 8.460 11/01/2026
600055734 JETTER DANA 8.625 .250 8.375 .0400 8.335 11/01/2026
600055736 SULLIVAN PATRICK E 8.250 .250 8.000 .0400 7.960 10/01/2026
600055737 REINNOLDT II DONALD 8.500 .250 8.250 .0400 8.210 11/01/2026
600055738 RENARD MICHAEL T 8.375 .250 8.125 .0400 8.085 11/01/2026
600055739 GOUNTANIS ROBERT J 9.000 .250 8.750 .0400 8.710 11/01/2026
600055742 ROBINSON SCOTT W 8.625 .250 8.375 .0400 8.335 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055713 BRUCE JAMES G 1565137910 $2,854.82 12/01/1996 360
600055718 RINO JR JOSEPH 1566074429 $2,045.43 12/01/1996 360
600055721 PORTMAN III JOHN 1566079171 $4,924.90 12/01/1996 360
600055723 NESSLER BRADLEY R 1566079535 $1,876.29 14 12/01/1996 360
600055727 KATZ STEVEN LAWRENCE 1567171125 $3,146.81 12/01/1996 360
600055728 JONES J MICHAEL 1567172219 $1,862.77 12/01/1996 360
600055730 TUFT PAUL R 1569150443 $5,965.65 12/01/1996 360
600055733 LIDDY G GORDON 1569153099 $3,933.51 12/01/1996 360
600055734 JETTER DANA 1573154540 $2,544.93 12/01/1996 360
600055736 SULLIVAN PATRICK E 1573158642 $2,847.31 12/01/1996 360
600055737 REINNOLDT II DONALD 1573161614 $2,045.31 1 12/01/1996 360
600055738 RENARD MICHAEL T 1576029216 $3,040.29 12/01/1996 360
600055739 GOUNTANIS ROBERT J 1576029497 $2,178.52 12/01/1996 360
600055742 ROBINSON SCOTT W 1579031462 $1,672.25 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055713 BRUCE JAMES G $475,000.00 N
600055718 RINO JR JOSEPH $380,000.00 N
600055721 PORTMAN III JOHN $854,025.00 N
600055723 NESSLER BRADLEY R $265,000.00 N
600055727 KATZ STEVEN LAWRENCE $500,000.00 N
600055728 JONES J MICHAEL $322,963.00 N
600055730 TUFT PAUL R $1,183,634.00 N
600055733 LIDDY G GORDON $650,000.00 N
600055734 JETTER DANA $480,000.00 N
600055736 SULLIVAN PATRICK E $580,000.00 N
600055737 REINNOLDT II DONALD $280,000.00 N
600055738 RENARD MICHAEL T $535,000.00 N
600055739 GOUNTANIS ROBERT J $361,000.00 N
600055742 ROBINSON SCOTT W $355,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 17
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055743 HOWELL ROBERT OWEN 595 GILPIN STREET DENVER CO 80218 $251,708.96
600055744 MCGINNIS MICHAEL O 23306 COUNTY ROAD 50 GRANBY CO 80446 $269,840.59
600055746 HARVEY MAURINE 9485 SOUTH 1930 WEST SOUTH JORDAN UT 84095 $255,856.47
600055749 HARVEY BRIAN E 24 VERMILLION DRIVE AVON CT 06001 $329,566.78
600055750 MERWIN MICHAEL R 21 SKYTOP DRIVE TRUMBULL CT 06611 $259,829.92
600055754 DIDOMENICO JOSEPH G 36842 KINGSBURN DRIVE LIVONIA MI 48152 $299,831.81
600055756 MBANUGO CHINWENDU I 7345 CHESTERFIELD CANTON MI 48187 $237,758.68
600055757 GOSS KENNETH D 5415 POND BLUFF WEST BLOOMFIELD MI 48323 $274,841.78
600055758 STINE WILLIAM D 1072 BALFOUR GROSSE POINTE P MI 48232 $319,639.87
600055763 PINCHUM GARRICK 24542 MILLCREEK FARMINGTON MI 48336 $231,945.37
600055766 VAUGHN TIMOTHY P 345 NORTH CANAL STREET CHICAGO IL 60606 $218,889.40
600055767 BLAESING GERALD M 1720 HOLLY COURT LONG GROVE IL 60047 $472,255.04
600055770 APPLEDOORN RICHARD 1810 HAWKWEED WAY MALVERN PA 19355 $289,810.29
600055771 POWER MARGARET 1426 KIRBY ROAD MC LEAN VA 22101 $499,451.71
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055743 HOWELL ROBERT OWEN 8.750 .250 8.500 .0400 8.460 10/01/2026
600055744 MCGINNIS MICHAEL O 8.625 .250 8.375 .0400 8.335 11/01/2026
600055746 HARVEY MAURINE 8.875 .250 8.625 .0400 8.585 11/01/2026
600055749 HARVEY BRIAN E 8.125 .250 7.875 .0400 7.835 10/01/2026
600055750 MERWIN MICHAEL R 8.125 .250 7.875 .0400 7.835 11/01/2026
600055754 DIDOMENICO JOSEPH G 8.875 .250 8.625 .0400 8.585 11/01/2026
600055756 MBANUGO CHINWENDU I 9.375 .250 9.125 .0400 9.085 10/01/2026
600055757 GOSS KENNETH D 8.750 .250 8.500 .0400 8.460 11/01/2026
600055758 STINE WILLIAM D 8.875 .250 8.625 .0400 8.585 10/01/2026
600055763 PINCHUM GARRICK 9.000 .250 8.750 .0400 8.710 10/01/2026
600055766 VAUGHN TIMOTHY P 9.375 .250 9.125 .0400 9.085 11/01/2026
600055767 BLAESING GERALD M 9.250 .250 9.000 .0400 8.960 11/01/2026
600055770 APPLEDOORN RICHARD 8.125 .250 7.875 .0400 7.835 11/01/2026
600055771 POWER MARGARET 9.000 .250 8.750 .0400 8.710 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055743 HOWELL ROBERT OWEN 1579031655 $1,982.49 12/01/1996 360
600055744 MCGINNIS MICHAEL O 1579034176 $2,100.04 12/01/1996 360
600055746 HARVEY MAURINE 1579034540 $2,036.86 12/01/1996 360
600055749 HARVEY BRIAN E 1580036747 $2,450.25 12/01/1996 360
600055750 MERWIN MICHAEL R 1580037160 $1,930.50 12/01/1996 360
600055754 DIDOMENICO JOSEPH G 1581061080 $2,386.94 12/01/1996 360
600055756 MBANUGO CHINWENDU I 1581064260 $1,979.57 1 12/01/1996 360
600055757 GOSS KENNETH D 1581064861 $2,163.43 12/01/1996 360
600055758 STINE WILLIAM D 1581065740 $2,546.07 12/01/1996 360
600055763 PINCHUM GARRICK 1581068749 $1,868.34 2 12/01/1996 360
600055766 VAUGHN TIMOTHY P 1583033891 $1,821.54 12/01/1996 360
600055767 BLAESING GERALD M 1583035026 $3,887.15 12/01/1996 360
600055770 APPLEDOORN RICHARD 1587037271 $2,153.25 12/01/1996 360
600055771 POWER MARGARET 1587039903 $4,023.12 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055743 HOWELL ROBERT OWEN $385,000.00 N
600055744 MCGINNIS MICHAEL O $370,000.00 N
600055746 HARVEY MAURINE $320,000.00 N
600055749 HARVEY BRIAN E $527,000.00 N
600055750 MERWIN MICHAEL R $329,900.00 N
600055754 DIDOMENICO JOSEPH G $375,040.00 N
600055756 MBANUGO CHINWENDU I $264,970.00 N
600055757 GOSS KENNETH D $480,000.00 N
600055758 STINE WILLIAM D $400,000.00 N
600055763 PINCHUM GARRICK $258,675.00 N
600055766 VAUGHN TIMOTHY P $280,000.00 N
600055767 BLAESING GERALD M $630,000.00 N
600055770 APPLEDOORN RICHARD $376,000.00 N
600055771 POWER MARGARET $850,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 18
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055772 MEYERS JOHN P 90 SUMMIT AVENUE HANOVER NJ 07927 $255,860.16
600055773 CHOATE FRED G 190 CHURCH ROAD EASTTOWN TOWNSH PA 19333 $359,787.45
600055776 GELERNT MARK 740 JEFFREY ROAD MOORESTOWN NJ 08057 $539,637.67
600055777 HOWARD SR IVORY 7462 RACE ROAD HANOVER MD 21076 $223,867.75
600055778 DROLLINGER DAVID 146 LAKE DRIVE MOUNTAIN LAKES NJ 07046 $299,808.70
600055780 HARROLD JAMES A 320 ADMIRAL LANE KEY WEST FL 33040 $423,506.19
600055781 ANTUNEZ DE MAYOLO 573 HAMPTON LANE MIAMI FL 33149 $423,743.13
600055783 SELVAGN MICHAEL W 8036 PEBBLE CREEK LANE PONTE VEDRA BEA FL 32082 $629,618.34
600055786 REVELLE III J 1025 WILKINSON STREET ORLANDO FL 32803 $332,793.01
600055787 MAREK MICHAEL P 27870 MT SHASTA WAY YORBA LINDA CA 92687 $385,010.54
600055788 BELL ARTHUR E 2361 BUENA VISTA CIRCLE CARLSBAD CA 92008 $264,851.44
600055789 POON RICKY LAPKEE 171 NORTH CHURCH LANE BRENTWOOD CA 90049 $222,368.63
600055790 HURWITZ LAWRENCE 20652 DE FOREST STREET WOODLAND HILLS CA 91364 $319,296.26
600055792 ZANE DENNIS T 2943 DELAWARE AVENUE SANTA MONICA CA 90404 $224,726.41
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055772 MEYERS JOHN P 9.000 .250 8.750 .0400 8.710 11/01/2026
600055773 CHOATE FRED G 8.625 .250 8.375 .0400 8.335 11/01/2026
600055776 GELERNT MARK 8.000 .250 7.750 .0400 7.710 11/01/2026
600055777 HOWARD SR IVORY 8.625 .250 8.375 .0400 8.335 11/01/2026
600055778 DROLLINGER DAVID 8.250 .250 8.000 .0400 7.960 11/01/2026
600055780 HARROLD JAMES A 8.750 .250 8.500 .0400 8.460 11/01/2026
600055781 ANTUNEZ DE MAYOLO 8.500 .250 8.250 .0400 8.210 11/01/2026
600055783 SELVAGN MICHAEL W 8.500 .250 8.250 .0400 8.210 11/01/2026
600055786 REVELLE III J 8.375 .250 8.125 .0400 8.085 11/01/2026
600055787 MAREK MICHAEL P 8.375 .250 8.125 .0400 8.085 11/01/2026
600055788 BELL ARTHUR E 8.875 .250 8.625 .0400 8.585 11/01/2026
600055789 POON RICKY LAPKEE 8.625 .250 8.375 .0400 8.335 11/01/2026
600055790 HURWITZ LAWRENCE 8.250 .250 8.000 .0400 7.960 11/01/2026
600055792 ZANE DENNIS T 8.500 .250 8.250 .0400 8.210 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055772 MEYERS JOHN P 1587043194 $2,059.84 18 12/01/1996 360
600055773 CHOATE FRED G 1587043423 $2,800.05 12/01/1996 360
600055776 GELERNT MARK 1587045939 $3,962.33 12/01/1996 360
600055777 HOWARD SR IVORY 1587045994 $1,742.25 12/01/1996 360
600055778 DROLLINGER DAVID 1587046250 $2,253.80 12/01/1996 360
600055780 HARROLD JAMES A 1589074520 $3,333.65 12/01/1996 360
600055781 ANTUNEZ DE MAYOLO 1589074767 $3,260.20 18 12/01/1996 360
600055783 SELVAGN MICHAEL W 1590021972 $4,844.16 12/01/1996 360
600055786 REVELLE III J 1590024744 $2,531.05 1 12/01/1996 360
600055787 MAREK MICHAEL P 1595008100 $2,928.18 12/01/1996 360
600055788 BELL ARTHUR E 1595011295 $2,108.46 12/01/1996 360
600055789 POON RICKY LAPKEE 1596009620 $1,730.59 12/01/1996 360
600055790 HURWITZ LAWRENCE 1596011654 $2,400.30 12/01/1996 360
600055792 ZANE DENNIS T 1596012680 $1,730.06 12 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055772 MEYERS JOHN P $284,900.00 N
600055773 CHOATE FRED G $480,000.00 N
600055776 GELERNT MARK $675,000.00 N
600055777 HOWARD SR IVORY $281,000.00 N
600055778 DROLLINGER DAVID $450,000.00 N
600055780 HARROLD JAMES A $575,000.00 N
600055781 ANTUNEZ DE MAYOLO $499,000.00 N
600055783 SELVAGN MICHAEL W $1,050,000.00 N
600055786 REVELLE III J $370,000.00 N
600055787 MAREK MICHAEL P $481,612.00 N
600055788 BELL ARTHUR E $410,000.00 N
600055789 POON RICKY LAPKEE $278,169.00 N
600055790 HURWITZ LAWRENCE $400,000.00 N
600055792 ZANE DENNIS T $250,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 19
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055793 GODDARD GARY 1215 COLDWATER CANYON BEVERLY HILLS CA 90210 $918,178.94
600055794 MORANT PETER J 1550 N LAKE SHORE DRIVE CHICAGO IL 60610 $479,716.61
600055795 KAHL ANDREW H 4719 FALSTONE AVENUE CHEVY CHASE MD 20815 $239,834.83
600055796 CONNERY JAN L 21 GLEN ROAD SOUTH LEXINGTON MA 02173 $279,613.36
600055797 BRESTEN PAUL 25 ZACHARY LANE READING MA 01867 $399,763.84
600055799 NELSON LESLIE S 515 WEST END AVE 4A NEW YORK NY 10024 $581,054.57
600055800 SCHULZ LAWRENCE D 439 LAFAYETTE STREET NEW YORK NY 10003 $314,148.97
600055802 RANDAZZA CHRISTOPHER 182 BENNETTS LN FRANKLIN NJ 08873 $216,490.48
600055803 WHITENACK DOUGLAS M 45 OXFORD LANE EATONTOWN NJ 07724 $251,021.77
600055808 GOMEZ ANASTASIA 1313 NORTH RITCHIE CO CHICAGO IL 60610 $357,564.69
600055809 SOTO ISMAEL RAMIREZ 29 PRATT ROAD SCITUATE MA 02066 $221,893.13
600055814 SKARZYNSKI JOSEPH 6842 DARTMOUTH STREET FOREST HILLS NY 11375 $227,729.79
600055817 RATNER SANFORD 1 STONY RUN ROAD GREAT NECK NY 11021 $251,716.40
600055818 SIEGEL RHEA E 12 OTSEGO PLACE JERICHO NY 11753 $267,463.93
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055793 GODDARD GARY 8.375 .250 8.125 .0400 8.085 11/01/2026
600055794 MORANT PETER J 8.625 .250 8.375 .0400 8.335 11/01/2026
600055795 KAHL ANDREW H 7.875 .250 7.625 .0400 7.585 11/01/2026
600055796 CONNERY JAN L 7.875 .250 7.625 .0400 7.585 10/01/2026
600055797 BRESTEN PAUL 8.625 .250 8.375 .0400 8.335 11/01/2026
600055799 NELSON LESLIE S 8.125 .250 7.875 .0400 7.835 02/01/2026
600055800 SCHULZ LAWRENCE D 9.125 .250 8.875 .0400 8.835 07/01/2026
600055802 RANDAZZA CHRISTOPHER 8.875 .250 8.625 .0400 8.585 05/01/2026
600055803 WHITENACK DOUGLAS M 7.875 .250 7.625 .0400 7.585 07/01/2026
600055808 GOMEZ ANASTASIA 8.500 .250 8.250 .0400 8.210 10/01/2026
600055809 SOTO ISMAEL RAMIREZ 8.500 .250 8.250 .0400 8.210 09/01/2026
600055814 SKARZYNSKI JOSEPH 8.625 .250 8.375 .0400 8.335 10/01/2026
600055817 RATNER SANFORD 8.875 .250 8.625 .0400 8.585 10/01/2026
600055818 SIEGEL RHEA E 9.125 .250 8.875 .0400 8.835 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055793 GODDARD GARY 1596013117 $6,983.17 12/01/1996 360
600055794 MORANT PETER J 1619002480 $3,733.39 12/01/1996 360
600055795 KAHL ANDREW H 1701129686 $1,740.17 12/01/1996 360
600055796 CONNERY JAN L 1816000255 $2,030.19 12/01/1996 360
600055797 BRESTEN PAUL 1816001780 $3,111.16 12/01/1996 360
600055799 NELSON LESLIE S 1111024854 $4,343.61 12/01/1996 360
600055800 SCHULZ LAWRENCE D 1111041988 $2,562.95 12/01/1996 360
600055802 RANDAZZA CHRISTOPHER 1101190915 $1,731.32 2 12/01/1996 360
600055803 WHITENACK DOUGLAS M 1101192863 $1,826.45 2 12/01/1996 360
600055808 GOMEZ ANASTASIA 1583032152 $2,752.72 2 12/01/1996 360
600055809 SOTO ISMAEL RAMIREZ 1811063112 $1,709.29 1 12/01/1996 360
600055814 SKARZYNSKI JOSEPH 1111050559 $1,773.37 7 12/01/1996 360
600055817 RATNER SANFORD 1111063776 $2,005.03 18 12/01/1996 360
600055818 SIEGEL RHEA E 1111064247 $2,178.51 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055793 GODDARD GARY $1,225,000.00 N
600055794 MORANT PETER J $800,000.00 N
600055795 KAHL ANDREW H $330,000.00 N
600055796 CONNERY JAN L $350,000.00 N
600055797 BRESTEN PAUL $500,000.00 N
600055799 NELSON LESLIE S $900,000.00 N
600055800 SCHULZ LAWRENCE D $495,000.00 N
600055802 RANDAZZA CHRISTOPHER $265,000.00 N
600055803 WHITENACK DOUGLAS M $296,363.00 N
600055808 GOMEZ ANASTASIA $425,000.00 N
600055809 SOTO ISMAEL RAMIREZ $234,000.00 N
600055814 SKARZYNSKI JOSEPH $240,000.00 N
600055817 RATNER SANFORD $280,000.00 N
600055818 SIEGEL RHEA E $357,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 20
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055823 BRETTLER JEFFREY W 816 BRONZE LANE LOS ANGELES CA 90049 $502,603.68
600055824 GERVAISE BRYAN L 16271 IVORY COURT CHINO HILLS CA 91709 $238,074.72
600055825 BOWLES MARK S 676 SOUTH PATHFINDER ANAHEIM CA 92807 $279,934.60
600055826 GORDON RICHARD A 21134 NASHVILLE STREET CHATSWORTH CA 91311 $280,667.01
600055833 KENNEDY JOSEPH PATRICK 4515 NORTH ALVERNON WES TUCSON AZ 85718 $264,677.79
600055834 BOLSTER STEVEN D 4035 WINDSONG CIRCLE PRIOR LAKE MN 55372 $232,916.44
600055839 WHITE BRUCE A 5022 CHERRY BLOSSOM CIR WEST BLOOMFIELD MI 48324 $236,726.30
600055840 BRUDZINSKI MICHAEL R 5507 FAWNBROOK COURT DUBLIN OH 43017 $232,431.24
600055844 LONGSWORTH PAUL M 4329 NORTH 17TH STREET ARLINGTON VA 22207 $273,640.30
600055846 GAGLIANO JOHN E 3307 CAROLINA PLACE ALEXANDRIA VA 22305 $239,692.87
600055849 SEIDMAN RICH 13037 SKY VALLEY ROAD LOS ANGELES CA 90049 $519,367.71
600056051 WATTS 31908 SUNLAND FAIR OAKS RANCH TX 78015 $303,811.05
600056052 FISK 8319 CHESHIRE COURT WOODSTOCK IL 60098 $274,800.00
600056053 LAMBROS 23428 TRES CORONAS ROAD SPICEWOOD TX 78669 $269,840.60
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055823 BRETTLER JEFFREY W 8.625 .250 8.375 .0400 8.335 10/01/2026
600055824 GERVAISE BRYAN L 8.750 .250 8.500 .0400 8.460 10/01/2026
600055825 BOWLES MARK S 8.875 .250 8.625 .0400 8.585 10/01/2026
600055826 GORDON RICHARD A 8.625 .250 8.375 .0400 8.335 10/01/2026
600055833 KENNEDY JOSEPH PATRICK 8.500 .250 8.250 .0400 8.210 10/01/2026
600055834 BOLSTER STEVEN D 8.500 .250 8.250 .0400 8.210 10/01/2026
600055839 WHITE BRUCE A 8.750 .250 8.500 .0400 8.460 10/01/2026
600055840 BRUDZINSKI MICHAEL R 8.750 .250 8.500 .0400 8.460 10/01/2026
600055844 LONGSWORTH PAUL M 8.125 .250 7.875 .0400 7.835 10/01/2026
600055846 GAGLIANO JOHN E 8.250 .250 8.000 .0400 7.960 10/01/2026
600055849 SEIDMAN RICH 8.500 .250 8.250 .0400 8.210 10/01/2026
600056051 WATTS 8.375 .250 8.125 .0400 8.085 11/01/2026
600056052 FISK 8.375 .250 8.125 .0400 8.085 12/01/2026
600056053 LAMBROS 8.625 .250 8.375 .0400 8.335 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055823 BRETTLER JEFFREY W 1562163924 $3,913.84 12/01/1996 360
600055824 GERVAISE BRYAN L 1562165781 $1,875.11 12 12/01/1996 360
600055825 BOWLES MARK S 1562166220 $2,229.80 12 12/01/1996 360
600055826 GORDON RICHARD A 1562166274 $2,185.59 12/01/1996 360
600055833 KENNEDY JOSEPH PATRICK 1569151720 $2,037.62 12/01/1996 360
600055834 BOLSTER STEVEN D 1576016575 $1,793.11 12/01/1996 360
600055839 WHITE BRUCE A 1581043840 $1,864.48 12 12/01/1996 360
600055840 BRUDZINSKI MICHAEL R 1581062866 $1,830.66 14 12/01/1996 360
600055844 LONGSWORTH PAUL M 1587041712 $2,034.45 12/01/1996 360
600055846 GAGLIANO JOHN E 1587045815 $1,803.04 12/01/1996 360
600055849 SEIDMAN RICH 1596011723 $3,998.36 12/01/1996 360
600056051 WATTS 0883560 $2,310.62 12/01/1996 360
600056052 FISK 0891066 $2,088.68 12/01/1996 360
600056053 LAMBROS 0893007 $2,100.03 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055823 BRETTLER JEFFREY W $629,000.00 N
600055824 GERVAISE BRYAN L $250,900.00 N
600055825 BOWLES MARK S $295,000.00 N
600055826 GORDON RICHARD A $365,000.00 N
600055833 KENNEDY JOSEPH PATRICK $350,000.00 N
600055834 BOLSTER STEVEN D $291,500.00 N
600055839 WHITE BRUCE A $270,000.00 N
600055840 BRUDZINSKI MICHAEL R $244,986.00 N
600055844 LONGSWORTH PAUL M $342,500.00 N
600055846 GAGLIANO JOHN E $300,000.00 N
600055849 SEIDMAN RICH $650,000.00 N
600056051 WATTS $406,000.00 N
600056052 FISK $343,526.00 N
600056053 LAMBROS $375,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 21
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056055 HAYES 7204 FOREST WAY GENOE TWP MI 48116 $419,745.56
600056057 BLOMSTRO 2743 N WOLCOTT CHICAGO IL 60614 $224,856.53
600056060 PONZI 707 SOUTH GLENDALE LANE MOUNT PROSPECT IL 60056 $251,843.37
600056062 BRANDENB 5842 MOOSE LAKE ROAD ELY MN 55731 $297,814.77
600056067 LACUSTA 69308 PINE RIVER DRIVE ROMEO MI 48065 $474,747.22
600056068 NITTO 1757 WASHINGTON AVENUE WILMETTE IL 60091 $253,058.05
600056071 PROESEL 3443 N HOYNE AVENUE CHICAGO IL 60618 $279,834.69
600056072 RODI 4842 NORTH PAULINA CHICAGO IL 60640 $249,452.64
600056073 LOWE 1480 WILMETTE STREET WHEATON IL 60187 $329,805.17
600056077 TAVAKOLI 2454 ISLANDVIEW W BLOOMFIELD MI 48324 $327,658.59
600056083 SECRETI 1119 NORTH WOODBINE AVENU OAK PARK IL 60302 $344,796.32
600056084 BENEDETT 4250 SANDY LANE BLOOMFIELD MI 48301 $259,878.70
600056085 GONZALEZ 7365 THORNAPPLE PINES DR GRAND RAPIDS MI 49546 $279,730.43
600056090 DEAN 668 MANHATTAN ROAD SE EAST GRAND RAPI MI 49506 $399,751.38
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056055 HAYES 8.500 .250 8.250 .0400 8.210 11/01/2026
600056057 BLOMSTRO 8.250 .250 8.000 .0400 7.960 11/01/2026
600056060 PONZI 8.375 .250 8.125 .0400 8.085 11/01/2026
600056062 BRANDENB 8.375 .250 8.125 .0400 8.085 11/01/2026
600056067 LACUSTA 9.125 .250 8.875 .0400 8.835 11/01/2026
600056068 NITTO 8.875 .250 8.625 .0400 8.585 11/01/2026
600056071 PROESEL 8.625 .250 8.375 .0400 8.335 11/01/2026
600056072 RODI 8.625 .250 8.375 .0400 8.335 11/01/2026
600056073 LOWE 8.625 .250 8.375 .0400 8.335 11/01/2026
600056077 TAVAKOLI 9.250 .250 9.000 .0400 8.960 10/01/2026
600056083 SECRETI 8.625 .250 8.375 .0400 8.335 11/01/2026
600056084 BENEDETT 9.750 .250 9.500 .0400 9.460 11/01/2026
600056085 GONZALEZ 8.500 .250 8.250 .0400 8.210 11/01/2026
600056090 DEAN 8.375 .250 8.125 .0400 8.085 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056055 HAYES 0895934 $3,229.44 12/01/1996 360
600056057 BLOMSTRO 0897518 $1,690.35 12 12/01/1996 360
600056060 PONZI 0897960 $1,915.38 12/01/1996 360
600056062 BRANDENB 0899434 $2,265.02 12/01/1996 360
600056067 LACUSTA 0900230 $3,864.76 12/01/1996 360
600056068 NITTO 0900257 $2,014.57 12/01/1996 360
600056071 PROESEL 0900523 $2,177.81 12/01/1996 360
600056072 RODI 0900534 $1,941.36 12/01/1996 360
600056073 LOWE 0900595 $2,566.71 12/01/1996 360
600056077 TAVAKOLI 0901114 $2,698.38 12/01/1996 360
600056083 SECRETI 0901298 $2,683.37 12/01/1996 360
600056084 BENEDETT 0901320 $2,233.80 12/01/1996 360
600056085 GONZALEZ 0901331 $2,152.19 12/01/1996 360
600056090 DEAN 0901714 $3,040.29 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056055 HAYES $564,000.00 N
600056057 BLOMSTRO $254,977.00 N
600056060 PONZI $315,000.00 N
600056062 BRANDENB $424,500.00 N
600056067 LACUSTA $650,000.00 N
600056068 NITTO $316,500.00 N
600056071 PROESEL $350,000.00 N
600056072 RODI $312,000.00 N
600056073 LOWE $412,500.00 N
600056077 TAVAKOLI $411,000.00 N
600056083 SECRETI $445,600.00 N
600056084 BENEDETT $412,500.00 N
600056085 GONZALEZ $349,900.00 N
600056090 DEAN $600,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 22
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056091 JOUBRAN 8132 UNDERWOOD RIDGE TRAVERSE CITY MI 49684 $321,799.86
600056092 COEN 810 NORTH AVENUE DEERFIELD IL 60015 $284,000.00
600056094 BOGUSLAW 5N101 CANVAS BACK LANE BARTLETT IL 60103 $257,855.36
600056112 PODMOLIK 3131 NORTH SEMINARY AVENU CHICAGO IL 60657 $257,052.03
600056118 CONNOLLY 251 MAPLEWOOD RD RIVERSIDE IL 60546 $328,000.00
600056119 WILLIAMS 1191 BISCAY COURT AURORA IL 60504 $246,842.50
600056132 MCINTYRE 9903 WEST SOMERSET LANE PALOS PARK IL 60464 $340,000.00
600056135 EVAVOLD 1269 CROWNDALE LANE CANTON MI 48188 $216,467.12
600056137 WELLS 35399 SNICKERVILLE TNPK PURCELLVILLE VA 22132 $319,296.26
600056141 TAN 1900 TRILLIUM COVE AUSTIN TX 78733 $229,695.77
600056143 PAWELCZY 21370 GINGER LANE FRANKFORT IL 60423 $237,466.80
600056147 CHAMBERS 1058 SPRINGWOOD LANE ROCHESTER HILLS MI 48309 $238,500.00
600056151 GILBERTS 34 WEDGEWOOD HAWTHORN IL 60047 $350,000.00
600056153 DONIGER 1123 GREENBAY RD HIGHLAND PARK IL 60035 $300,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056091 JOUBRAN 8.375 .250 8.125 .0400 8.085 11/01/2026
600056092 COEN 8.500 .250 8.250 .0400 8.210 12/01/2026
600056094 BOGUSLAW 8.875 .250 8.625 .0400 8.585 11/01/2026
600056112 PODMOLIK 8.750 .250 8.500 .0400 8.460 11/01/2026
600056118 CONNOLLY 8.250 .250 8.000 .0400 7.960 12/01/2026
600056119 WILLIAMS 8.250 .250 8.000 .0400 7.960 11/01/2026
600056132 MCINTYRE 8.250 .250 8.000 .0400 7.960 12/01/2026
600056135 EVAVOLD 8.625 .250 8.375 .0400 8.335 11/01/2026
600056137 WELLS 8.250 .250 8.000 .0400 7.960 11/01/2026
600056141 TAN 8.000 .250 7.750 .0400 7.710 11/01/2026
600056143 PAWELCZY 8.875 .250 8.625 .0400 8.585 11/01/2026
600056147 CHAMBERS 8.500 .250 8.250 .0400 8.210 12/01/2026
600056151 GILBERTS 8.000 .250 7.750 .0400 7.710 12/01/2026
600056153 DONIGER 7.500 .250 7.250 .0400 7.210 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>
600056091 JOUBRAN 0901897 $2,447.43 12/01/1996 360
600056092 COEN 0902036 $2,183.71 12/01/1996 360
600056094 BOGUSLAW 0902142 $2,052.76 12/01/1996 360
600056112 PODMOLIK 0902905 $2,023.39 12/01/1996 360
600056118 CONNOLLY 0903148 $2,464.15 12/01/1996 360
600056119 WILLIAMS 0903160 $1,855.63 12/01/1996 360
600056132 MCINTYRE 0903520 $2,554.31 12/01/1996 360
600056135 EVAVOLD 0903552 $1,684.66 12/01/1996 360
600056137 WELLS 0903598 $2,400.30 18 12/01/1996 360
600056141 TAN 0903732 $1,686.56 12/01/1996 360
600056143 PAWELCZY 0904623 $1,890.45 12/01/1996 360
600056147 CHAMBERS 0904746 $1,833.86 12 12/01/1996 360
600056151 GILBERTS 0905371 $2,568.18 12/01/1996 360
600056153 DONIGER 0905561 $2,097.64 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056091 JOUBRAN $475,000.00 N
600056092 COEN $355,000.00 N
600056094 BOGUSLAW $397,000.00 N
600056112 PODMOLIK $327,989.00 N
600056118 CONNOLLY $411,000.00 N
600056119 WILLIAMS $309,000.00 N
600056132 MCINTYRE $425,000.00 N
600056135 EVAVOLD $274,722.00 N
600056137 WELLS $355,000.00 N
600056141 TAN $306,500.00 N
600056143 PAWELCZY $297,000.00 N
600056147 CHAMBERS $265,000.00 N
600056151 GILBERTS $555,000.00 N
600056153 DONIGER $401,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 23
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056157 GARTNER 606 SOUTH BODIN HINSDALE IL 60521 $420,000.00
600056161 SHANE 3961 OAKDALE AVENUE PASADENA CA 91107 $308,000.00
600056162 LITVINSK 11501 DONA TERESA DRIVE LOS ANGELES CA 91604 $267,750.00
600056171 BERRONG 7925 BRIDGE GATE DRIVE LAS VEGAS NV 89128 $237,246.26
600056180 KOCEJA 1373 EAST 13430 SOUTH DRAPER UT 84020 $220,882.39
600056317 ANGELICO, FRANK 57 SINCLAIR AVENUE STATEN ISLAND NY 10312 $297,270.18
600056318 CLARK, JEAN P 29 COPPER PENNY ROA RARITAN TOWNSHI NJ 08822 $292,812.46
600056320 ROY RUKMINI B 343 LONG HILL DRIVE SHORT HILLS NJ 07078 $487,553.03
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056157 GARTNER 8.250 .250 8.000 .0400 7.960 12/01/2026
600056161 SHANE 9.000 .250 8.750 .0400 8.710 12/01/2026
600056162 LITVINSK 8.125 .250 7.875 .0400 7.835 12/01/2026
600056171 BERRONG 9.125 .250 8.875 .0400 8.835 10/01/2026
600056180 KOCEJA 9.125 .250 8.875 .0400 8.835 11/01/2026
600056317 ANGELICO, FRANK 8.500 .250 8.250 .0400 8.210 08/01/2026
600056318 CLARK, JEAN P 8.375 .250 8.125 .0400 8.085 08/01/2026
600056320 ROY RUKMINI B 8.500 .250 8.250 .0400 8.210 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056157 GARTNER 0906506 $3,155.32 12/01/1996 360
600056161 SHANE 6296180 $2,478.24 12/01/1996 360
600056162 LITVINSK 6296292 $1,988.04 7 12/01/1996 360
600056171 BERRONG 7191320 $1,932.38 2 12/01/1996 360
600056180 KOCEJA 7263516 $1,798.13 12/01/1996 360
600056317 ANGELICO, FRANK 1115000348 $2,291.36 12/01/1996 360
600056318 CLARK, JEAN P 1587034014 $2,231.20 12 12/01/1996 360
600056320 ROY RUKMINI B 1114002417 $3,758.06 1 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056157 GARTNER $550,000.00 N
600056161 SHANE $385,000.00 N
600056162 LITVINSK $315,000.00 N
600056171 BERRONG $250,000.00 N
600056180 KOCEJA $302,500.00 N
600056317 ANGELICO, FRANK $407,000.00 N
600056318 CLARK, JEAN P $309,000.00 N
600056320 ROY RUKMINI B $575,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 24
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 11:15:10 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Group 2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
** POOL ----- ------- ------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
** TOTAL 316 0 100,159,354.94 131,733,786.00 100,271,745.00 768,201.86
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 1
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE 316 N. NASSAU AVENUE MARGATE NJ 08402 $235,949.47
500058305 LALWANI,ANIL K 251 MOLINO AVENUE MILL VALLEY CA 94941 $353,999.23
500058632 REYNOLDS,MICHAEL&BARBARA 127 TIBURON BOULEVARD MILL VALLEY CA 94941 $411,155.72
500058710 SHEWER,KENNETH A 112 GUNN HILL ROAD NEW PRESTON (WA CT 06777 $1,272,022.34
500058812 MIRZAIE,REZA 1609 QUEENSTOWN ROAD NICHOLS HILLS OK 73116 $298,384.07
500058895 ARONSTEIN,MICHAEL C 74 WENDOVER ROAD TOWN OF HARRISO NY 10580 $426,755.42
500058902 KRAMER,ALLEN S 18565 DORAL WAY TARZANA CA 91355 $284,015.32
500058990 TANG,C BRIAN M D & HSUEH 2737 VIA OLEDAS PALOS VERDES ES CA 90274 $536,566.56
500058991 HARRISON,DONALD G & NANCY 1934 PORT PROVENCE PLACE NEWPORT BEACH CA 92660 $553,733.81
500058993 FAN,LONG-SHENG & HSIEH,ME 7103 MARTWOOD WAY SAN JOSE CA 95120 $208,241.70
500059202 LYNCH,JOSEPH M & ANN J 17184 CARRANZA DRIVE SAN DIEGO CA 92127 $234,610.01
500059205 ROGERS,TRICIA NEUJAHR & T 6974 MILLIE MAY LANE VACAVLLE CA 95688 $221,114.85
500059208 MCDONALD,LAWRENCE JAMES & 1380 JAMES COURT MORGAN HILL CA 95037 $434,400.79
500059213 ALDERSON,JAMES C & CHERYL 1356 STONECREST CIRCLE BREA CA 92621 $262,305.93
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE 7.750 .150 7.600 .1000 7.500 06/01/2010
500058305 LALWANI,ANIL K 7.250 .150 7.100 .1000 7.000 06/01/2010
500058632 REYNOLDS,MICHAEL&BARBARA 7.550 .250 7.300 .0500 7.250 08/01/2010
500058710 SHEWER,KENNETH A 7.375 .150 7.225 .1000 7.125 08/01/2010
500058812 MIRZAIE,REZA 7.000 .150 6.850 .1000 6.750 08/01/2010
500058895 ARONSTEIN,MICHAEL C 7.250 .150 7.100 .1000 7.000 08/01/2010
500058902 KRAMER,ALLEN S 6.875 .150 6.725 .1000 6.625 08/01/2010
500058990 TANG,C BRIAN M D & HSUEH 7.250 .250 7.000 .0500 6.950 07/01/2010
500058991 HARRISON,DONALD G & NANCY 7.625 .250 7.375 .0500 7.325 07/01/2010
500058993 FAN,LONG-SHENG & HSIEH,ME 7.625 .250 7.375 .0500 7.325 07/01/2010
500059202 LYNCH,JOSEPH M & ANN J 7.500 .250 7.250 .0500 7.200 07/01/2010
500059205 ROGERS,TRICIA NEUJAHR & T 7.625 .250 7.375 .0500 7.325 07/01/2010
500059208 MCDONALD,LAWRENCE JAMES & 7.125 .250 6.875 .0500 6.825 07/01/2010
500059213 ALDERSON,JAMES C & CHERYL 7.500 .250 7.250 .0500 7.200 07/01/2010
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE 091814799 $2,353.19 12/01/1996 180
500058305 LALWANI,ANIL K 091819730 $3,432.36 12/01/1996 180
500058632 REYNOLDS,MICHAEL&BARBARA 120178970 $4,026.28 12/01/1996 180
500058710 SHEWER,KENNETH A 091819914 ********* 12/01/1996 180
500058812 MIRZAIE,REZA 091829383 $2,831.31 18 12/01/1996 180
500058895 ARONSTEIN,MICHAEL C 091827050 $6,618.26 12/01/1996 180
500058902 KRAMER,ALLEN S 091832749 $2,675.56 12/01/1996 180
500058990 TANG,C BRIAN M D & HSUEH 3664307 $5,203.32 12/01/1996 180
500058991 HARRISON,DONALD G & NANCY 3665544 $5,464.66 12/01/1996 180
500058993 FAN,LONG-SHENG & HSIEH,ME 3665536 $2,055.09 12/01/1996 180
500059202 LYNCH,JOSEPH M & ANN J 0003669611 $2,299.00 12/01/1996 180
500059205 ROGERS,TRICIA NEUJAHR & T 0003666120 $2,182.13 12/01/1996 180
500059208 MCDONALD,LAWRENCE JAMES & 0003652492 $4,166.83 12/01/1996 180
500059213 ALDERSON,JAMES C & CHERYL 3668282 $2,628.09 3 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500058297 SINGER,MAURICE .00 .00 .00 .000 .150 .250 $475,000.00 N
500058305 LALWANI,ANIL K .00 .00 .00 .000 .150 .250 $470,000.00 N
500058632 REYNOLDS,MICHAEL&BARBARA $590,000.00 N
500058710 SHEWER,KENNETH A .00 .00 .00 .000 .150 .250 $1,787,500.00 N
500058812 MIRZAIE,REZA .00 .00 .00 .000 .150 .250 $360,000.00 N
500058895 ARONSTEIN,MICHAEL C .00 .00 .00 .000 .150 .250 $975,000.00 N
500058902 KRAMER,ALLEN S .00 .00 .00 .000 .150 .250 $603,000.00 N
500058990 TANG,C BRIAN M D & HSUEH $1,400,000.00 N
500058991 HARRISON,DONALD G & NANCY $1,045,000.00 N
500058993 FAN,LONG-SHENG & HSIEH,ME $330,000.00 N
500059202 LYNCH,JOSEPH M & ANN J $310,000.00 N
500059205 ROGERS,TRICIA NEUJAHR & T $292,000.00 N
500059208 MCDONALD,LAWRENCE JAMES & $575,000.00 N
500059213 ALDERSON,JAMES C & CHERYL $315,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 2
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A 2108 WARFIELD AVENUE REDONDO BEACH CA 90278 $214,676.19
500060056 COHEN,MORLEY J & ANITA 573 MEADOWRUN STREET THOUSAND OAKS CA 91360 $261,577.58
500060238 SUBER,JAMES O 49623 WINSLOW COURT PLYMOUTH TWP MI 48170 $278,841.29
500060280 BIANCO,JOSEPH 180 BARTON AVENUE PALM BEACH FL 33480 $719,423.90
500060406 MICKELIS,GEORGE N 3301 RICE BOULEVARD HOUSTON TX 77005 $329,170.38
500060410 WARNER,DHYANNE 350 AMBAR WAY MENLO PARK CA 94025 $480,850.26
500060472 EYE,ROBERT C JR & TROUT,P 6 SPANISH BAY COURT PETALUMA CA 94954 $244,919.89
500060473 WILBORN,ELTON A & BEVERLY 11273 WEST ASBURY AVENUE LAKEWOOD CO 80227 $331,507.87
500060489 JAFFRAY,DOUGLAS S 5331 SWITCH GRASS LANE NAPERVILLE IL 60565 $212,117.14
500060633 RAHMATI,MAJID 430 CREEKSIDE COURT LEAGUE CITY TX 77573 $231,090.85
500060634 MADORIN,LORA 300 MOUNTAIN SPRING ROAD FARMINGTIN CT 06032 $270,191.04
500060641 AINSLIE,GEORGE E 3165 MOTOR AVENUE LOS ANGELES CA 90064 $481,526.85
500060648 SALNESS,KYM A 246 E. CARACAS AVENUE HERSHEY PA 17033 $322,922.32
500060650 REBER,STANLEY R 366 HICKORY LANE TWP. OF LOWER M PA 19035 $271,499.48
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A 7.000 .150 6.850 .1000 6.750 10/01/2010
500060056 COHEN,MORLEY J & ANITA 7.625 .250 7.375 .0500 7.325 10/01/2010
500060238 SUBER,JAMES O 7.625 .250 7.375 .0500 7.325 11/01/2010
500060280 BIANCO,JOSEPH 7.500 .250 7.250 .0500 7.200 11/01/2010
500060406 MICKELIS,GEORGE N 7.500 .150 7.350 .1000 7.250 12/01/2010
500060410 WARNER,DHYANNE 7.250 .150 7.100 .1000 7.000 12/01/2010
500060472 EYE,ROBERT C JR & TROUT,P 7.750 .250 7.500 .0500 7.450 12/01/2010
500060473 WILBORN,ELTON A & BEVERLY 7.875 .250 7.625 .0500 7.575 12/01/2010
500060489 JAFFRAY,DOUGLAS S 7.750 .150 7.600 .1000 7.500 01/01/2011
500060633 RAHMATI,MAJID 7.625 .150 7.475 .1000 7.375 01/01/2011
500060634 MADORIN,LORA 8.000 .250 7.750 .0500 7.700 08/01/2010
500060641 AINSLIE,GEORGE E 6.875 .150 6.725 .1000 6.625 01/01/2011
500060648 SALNESS,KYM A 7.000 .150 6.850 .1000 6.750 01/01/2011
500060650 REBER,STANLEY R 6.500 .150 6.350 .1000 6.250 01/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A 091843824 $2,022.36 12/01/1996 180
500060056 COHEN,MORLEY J & ANITA 3773611 $2,554.85 12/01/1996 180
500060238 SUBER,JAMES O 3660610 $2,776.24 12/01/1996 180
500060280 BIANCO,JOSEPH 091850127 $6,952.59 12/01/1996 180
500060406 MICKELIS,GEORGE N 091838349 $3,170.38 12/01/1996 180
500060410 WARNER,DHYANNE 091851244 $4,564.31 12/01/1996 180
500060472 EYE,ROBERT C JR & TROUT,P 3782257 $2,409.67 12/01/1996 180
500060473 WILBORN,ELTON A & BEVERLY 3810793 $3,281.64 2 12/01/1996 180
500060489 JAFFRAY,DOUGLAS S 091823244 $2,124.93 12/01/1996 180
500060633 RAHMATI,MAJID 091820759 $2,241.91 12/01/1996 180
500060634 MADORIN,LORA 091821008 $2,714.05 12/01/1996 180
500060641 AINSLIE,GEORGE E 091853011 $4,459.27 12/01/1996 180
500060648 SALNESS,KYM A 091853985 $3,145.90 12/01/1996 180
500060650 REBER,STANLEY R 091858631 $2,456.52 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500059831 ALLISONBROWN,SHARON A .00 .00 .00 .000 .150 .250 $325,000.00 N
500060056 COHEN,MORLEY J & ANITA $341,900.00 N
500060238 SUBER,JAMES O $372,000.00 N
500060280 BIANCO,JOSEPH .00 .00 .00 .000 .250 .300 $1,525,000.00 N
500060406 MICKELIS,GEORGE N .00 .00 .00 .000 .150 .250 $442,000.00 N
500060410 WARNER,DHYANNE .00 .00 .00 .000 .150 .250 $680,000.00 N
500060472 EYE,ROBERT C JR & TROUT,P $320,000.00 N
500060473 WILBORN,ELTON A & BEVERLY $410,000.00 N
500060489 JAFFRAY,DOUGLAS S .00 .00 .00 .000 .150 .250 $282,195.00 N
500060633 RAHMATI,MAJID .00 .00 .00 .000 .150 .250 $320,000.00 N
500060634 MADORIN,LORA .00 .00 .00 .000 .250 .300 $523,000.00 N
500060641 AINSLIE,GEORGE E .00 .00 .00 .000 .150 .250 $645,000.00 N
500060648 SALNESS,KYM A .00 .00 .00 .000 .150 .250 $547,500.00 N
500060650 REBER,STANLEY R .00 .00 .00 .000 .150 .250 $352,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 3
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S 4 STONE LANE VILLAGE OF QUOG NY 11959 $625,796.51
500060669 OCONNOR,J DENNIS 4851 ALBEMARLE ST. N.W. WASHINGTON DC 20016 $332,693.98
500060908 BLANCHARD,MICHAEL RAY 3111 LONG BAY COURT HOUSTON TX 77059 $352,209.84
500060909 CASTEGNER,JEANETTE D LOT # 29 YOGANANDA STREE TOWN OF NEWTOWN CT 06482 $255,448.82
500060910 SHANLEY,VINCENT P 251 RIDGEFIELD ROAD TOWN OF WILTON CT 06897 $290,680.49
500060912 GRAND,MARK D 1312 N. LAKE SHORE DRIVE BARRINGTON IL 60010 $289,872.37
500061031 YASNYI,ALLAN D 4132 FULTON AVENUE SHERMAN OAKS CA 91423 $325,364.20
500061067 CHERRY,HOWARD H III 499 QUEENS GRANT ROAD TOWN OF FAIRFIE CT 06490 $1,020,735.83
500061096 KAMRATH,DAVID J 17 RIDGE DRIVE BERKELEY HEIGHT NJ 07922 $233,311.04
500061097 SUBBARAO,DILIPKUMAR B 4 SHEEHAN DRIVE SHREWSBURY MA 01545 $276,250.45
500061127 EPSTEIN,JOEL H 1 SIMON ATHERTON ROW HARVARD MA 01451 $279,628.91
500061141 SPENCER,SUSAN L 6852 SARONI DRIVE OAKLAND CA 94611 $217,862.35
500061142 MORGINSTIN,ELIEZER & LAUR 98 NORTHERN PARKWAY PLAINVIEW NY 11803 $217,862.35
500061143 BERNIE,ROBERT D & KRISTY 30 EAGLE LAKE PLACE #24 SAN RAMON CA 94583 $234,152.21
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S 6.500 .150 6.350 .1000 6.250 01/01/2011
500060669 OCONNOR,J DENNIS 7.750 .150 7.600 .1000 7.500 01/01/2011
500060908 BLANCHARD,MICHAEL RAY 7.000 .150 6.850 .1000 6.750 02/01/2011
500060909 CASTEGNER,JEANETTE D 7.000 .150 6.850 .1000 6.750 02/01/2011
500060910 SHANLEY,VINCENT P 7.500 .150 7.350 .1000 7.250 02/01/2011
500060912 GRAND,MARK D 6.500 .150 6.350 .1000 6.250 02/01/2011
500061031 YASNYI,ALLAN D 7.125 .150 6.975 .1000 6.875 03/01/2011
500061067 CHERRY,HOWARD H III 7.500 .150 7.350 .1000 7.250 03/01/2011
500061096 KAMRATH,DAVID J 7.500 .150 7.350 .1000 7.250 03/01/2011
500061097 SUBBARAO,DILIPKUMAR B 7.750 .150 7.600 .1000 7.500 03/01/2011
500061127 EPSTEIN,JOEL H 7.000 .150 6.850 .1000 6.750 03/01/2011
500061141 SPENCER,SUSAN L 7.250 .250 7.000 .0500 6.950 02/01/2011
500061142 MORGINSTIN,ELIEZER & LAUR 7.250 .250 7.000 .0500 6.950 02/01/2011
500061143 BERNIE,ROBERT D & KRISTY 7.500 .250 7.250 .0500 7.200 03/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S 091855101 $5,662.20 12/01/1996 180
500060669 OCONNOR,J DENNIS 591857389 $3,240.34 1 12/01/1996 180
500060908 BLANCHARD,MICHAEL RAY 091856699 $3,271.73 12/01/1996 180
500060909 CASTEGNER,JEANETTE D 091857774 $2,372.91 12/01/1996 180
500060910 SHANLEY,VINCENT P 091859799 $2,781.04 12/01/1996 180
500060912 GRAND,MARK D 091860914 $2,613.32 12/01/1996 180
500061031 YASNYI,ALLAN D 091862847 $3,034.53 12/01/1996 180
500061067 CHERRY,HOWARD H III 091861466 $9,733.63 12/01/1996 180
500061096 KAMRATH,DAVID J 091847693 $2,224.83 12/01/1996 180
500061097 SUBBARAO,DILIPKUMAR B 091862046 $2,673.22 12/01/1996 180
500061127 EPSTEIN,JOEL H 091862382 $2,588.63 12 12/01/1996 180
500061141 SPENCER,SUSAN L 3840998 $2,053.95 12/01/1996 180
500061142 MORGINSTIN,ELIEZER & LAUR 3820925 $2,053.95 12/01/1996 180
500061143 BERNIE,ROBERT D & KRISTY 3827011 $2,261.92 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500060665 BELL,RALPH S .00 .00 .00 .000 .150 .250 $888,000.00 N
500060669 OCONNOR,J DENNIS .00 .00 .00 .000 .150 .250 $405,000.00 N
500060908 BLANCHARD,MICHAEL RAY .00 .00 .00 .000 .150 .250 $455,000.00 N
500060909 CASTEGNER,JEANETTE D .00 .00 .00 .000 .150 .250 $330,000.00 N
500060910 SHANLEY,VINCENT P .00 .00 .00 .000 .150 .250 $575,000.00 N
500060912 GRAND,MARK D .00 .00 .00 .000 .150 .250 $375,000.00 N
500061031 YASNYI,ALLAN D .00 .00 .00 .000 .150 .250 $455,000.00 N
500061067 CHERRY,HOWARD H III .00 .00 .00 .000 .150 .250 $2,000,000.00 N
500061096 KAMRATH,DAVID J .00 .00 .00 .000 .150 .250 $390,000.00 N
500061097 SUBBARAO,DILIPKUMAR B .00 .00 .00 .000 .150 .250 $379,000.00 N
500061127 EPSTEIN,JOEL H .00 .00 .00 .000 .150 .250 $325,000.00 N
500061141 SPENCER,SUSAN L $300,000.00 N
500061142 MORGINSTIN,ELIEZER & LAUR $285,000.00 N
500061143 BERNIE,ROBERT D & KRISTY $305,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 4
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M 2376 NORTH GANESHA AVENUE ALTADENA CA 91001 $252,363.45
500061150 NASON,DAVID K 28411 CAYUSE LANE RANCHO PALOS VE CA 90275 $346,419.20
500061152 VARNER,STEVEN R & SIW M 5311 REESE ROAD TORRANCE CA 90505 $385,858.17
500061153 MEHALL,MARK & SUSAN J 192 WOODWIND DRIVE BLOOMFIELD HILL MI 48304 $238,171.61
500061160 JIZRAWI,SOUHAIL 344 RIVIERA DRIVE SAN RAFAEL CA 94901 $339,220.95
500061161 BILBAO,CASTOR M 9889 N.W. 133 STREET HIALEAH FL 33016 $322,746.96
500061187 RUIZ,STEPHEN J & LYNDA YS 2123 BELMONT LANE REDONDO BEACH CA 90278 $253,775.17
500061199 CHZEN,DANIEL W & BONNIE P 3114 MELBOURNE PLACE WALNUT CREEK CA 94598 $259,642.63
500061200 CEITHAML,JODY L 5002 EAST GRANDVIEW LANE PHOENIX CA 85018 $228,150.12
500061201 JHIN,KYO R & HYO BEE 26740 VIA LINDA STREET MALIBU CA 90265 $631,692.05
500061210 LEVINE,WILLIAM S & INA 2737 E ARIZONA BILTMORE C PHOENIX AZ 85016 $335,384.56
500061219 SMALLWOOD,GEORGE A ROUTE 4 BOX 229-S ROANOKE TX 76262 $236,558.86
500061220 TRINH,JOHN & KAREN 511 BAGADO COURT SAN RAMON CA 94583 $225,533.99
500061227 BULLER,GREGORY K 99 HARTFORD ROAD TOWN OF MANCHES CT 06040 $249,677.80
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M 6.875 .250 6.625 .0500 6.575 03/01/2011
500061150 NASON,DAVID K 7.375 .250 7.125 .0500 7.075 03/01/2011
500061152 VARNER,STEVEN R & SIW M 7.875 .250 7.625 .0500 7.575 03/01/2011
500061153 MEHALL,MARK & SUSAN J 7.500 .250 7.250 .0500 7.200 03/01/2011
500061160 JIZRAWI,SOUHAIL 6.625 .150 6.475 .1000 6.375 03/01/2011
500061161 BILBAO,CASTOR M 7.500 .150 7.350 .1000 7.250 03/01/2011
500061187 RUIZ,STEPHEN J & LYNDA YS 7.375 .250 7.125 .0500 7.075 02/01/2011
500061199 CHZEN,DANIEL W & BONNIE P 7.500 .250 7.250 .0500 7.200 02/01/2011
500061200 CEITHAML,JODY L 7.250 .250 7.000 .0500 6.950 02/01/2011
500061201 JHIN,KYO R & HYO BEE 7.375 .250 7.125 .0500 7.075 03/01/2011
500061210 LEVINE,WILLIAM S & INA 7.500 .250 7.250 .0500 7.200 03/01/2011
500061219 SMALLWOOD,GEORGE A 6.750 .150 6.600 .1000 6.500 04/01/2011
500061220 TRINH,JOHN & KAREN 7.500 .250 7.250 .0500 7.200 03/01/2011
500061227 BULLER,GREGORY K 7.500 .150 7.350 .1000 7.250 04/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M 3859220 $2,318.83 12/01/1996 180
500061150 NASON,DAVID K 3856754 $3,330.13 12/01/1996 180
500061152 VARNER,STEVEN R & SIW M 3856366 $3,793.80 12/01/1996 180
500061153 MEHALL,MARK & SUSAN J 3856051 $2,271.19 12/01/1996 180
500061160 JIZRAWI,SOUHAIL 091866701 $3,248.58 12/01/1996 180
500061161 BILBAO,CASTOR M 091867938 $3,077.68 12/01/1996 180
500061187 RUIZ,STEPHEN J & LYNDA YS 3843711 $2,410.20 12/01/1996 180
500061199 CHZEN,DANIEL W & BONNIE P 3852035 $2,484.40 12/01/1996 180
500061200 CEITHAML,JODY L 3847035 $2,179.01 12/01/1996 180
500061201 JHIN,KYO R & HYO BEE 3855004 $5,979.51 12/01/1996 180
500061210 LEVINE,WILLIAM S & INA 3841475 $3,198.20 12/01/1996 180
500061219 SMALLWOOD,GEORGE A 091867148 $2,149.89 12/01/1996 180
500061220 TRINH,JOHN & KAREN 3873155 $2,150.67 12/01/1996 180
500061227 BULLER,GREGORY K 091855665 $2,373.15 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061149 HARRIS,MARK A & GAYLE M $422,000.00 N
500061150 NASON,DAVID K $460,000.00 N
500061152 VARNER,STEVEN R & SIW M $520,000.00 N
500061153 MEHALL,MARK & SUSAN J $470,000.00 N
500061160 JIZRAWI,SOUHAIL .00 .00 .00 .000 .150 .250 $540,000.00 N
500061161 BILBAO,CASTOR M .00 .00 .00 .000 .150 .250 $415,000.00 N
500061187 RUIZ,STEPHEN J & LYNDA YS $355,000.00 N
500061199 CHZEN,DANIEL W & BONNIE P $344,000.00 N
500061200 CEITHAML,JODY L $360,000.00 N
500061201 JHIN,KYO R & HYO BEE $1,050,000.00 N
500061210 LEVINE,WILLIAM S & INA $450,000.00 N
500061219 SMALLWOOD,GEORGE A .00 .00 .00 .000 .150 .250 $303,747.00 N
500061220 TRINH,JOHN & KAREN $300,000.00 N
500061227 BULLER,GREGORY K .00 .00 .00 .000 .150 .250 $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 5
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M 2953 CLUB DRIVE LOS ANGELES CA 90064 $608,589.57
500061230 ROOK,ROBERT 108 CODMAN ROAD BROOKLINE MA 02146 $418,325.80
500061239 NGUYEN,PHUONG T & DANG,PH 12414 STRATFORD RIDGE CT ST LOUIS MO 63141 $309,296.71
500061241 GONZALEZ,JOSE E 21 COOK STREET WESTBOROUGH MA 01581 $262,410.45
500061242 WILBURN,JAMES E 4034 SOUTH YORKTOWN PLACE TULSA OK 74105 $888,975.13
500061256 FUNK,GLENN R 4214 FRANKLIN RD NASHVILLE TN 37204 $370,515.52
500061300 CODDON,JONATHAN 40 ATHERTON ROAD BROOKLINE MA 02146 $321,936.33
500061311 JONES,MARK A 224 MARLBOROUGH STREET, U BOSTON MA 02116 $355,080.39
500061325 RUSSONIELLO,ALEXANDER 5 WILSHIRE RUN TOWNSHIP OF SCO NJ 07076 $383,909.85
500061330 CROWE,JOHN F 11 BIRCH LANE GREENWICH CT 06830 $684,102.35
500061335 ZAGOZEWSKI,SHARLENE C 182 SACHEM ROAD TOWN OF SOUTHBU CT 06488 $239,544.66
500061340 LIPTAK,GREGORY J 5676 INDIAN PAINT RUN LITTLETON CO 80125 $278,990.47
500061341 FANTRY,PETER 35 MORAN CIRCLE SUDBURY MA 01776 $302,428.36
500061345 OLINE,JAMES 571 EAST HOLLAND ROAD TOWNSHIP OF NOR PA 18966 $255,265.39
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M 7.500 .250 7.250 .0500 7.200 04/01/2011
500061230 ROOK,ROBERT 7.375 .250 7.125 .0500 7.075 03/01/2011
500061239 NGUYEN,PHUONG T & DANG,PH 7.750 .250 7.500 .0500 7.450 01/01/2011
500061241 GONZALEZ,JOSE E 6.750 .150 6.600 .1000 6.500 04/01/2011
500061242 WILBURN,JAMES E 7.750 .150 7.600 .1000 7.500 04/01/2011
500061256 FUNK,GLENN R 7.375 .150 7.225 .1000 7.125 04/01/2011
500061300 CODDON,JONATHAN 7.625 .250 7.375 .0500 7.325 04/01/2011
500061311 JONES,MARK A 8.250 .250 8.000 .0500 7.950 05/01/2011
500061325 RUSSONIELLO,ALEXANDER 8.000 .150 7.850 .1000 7.750 05/01/2011
500061330 CROWE,JOHN F 7.625 .150 7.475 .1000 7.375 05/01/2011
500061335 ZAGOZEWSKI,SHARLENE C 8.250 .150 8.100 .1000 8.000 06/01/2011
500061340 LIPTAK,GREGORY J 7.750 .250 7.500 .0500 7.450 05/01/2011
500061341 FANTRY,PETER 8.250 .250 8.000 .0500 7.950 05/01/2011
500061345 OLINE,JAMES 7.625 .150 7.475 .1000 7.375 06/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M 091865849 $5,784.56 12/01/1996 180
500061230 ROOK,ROBERT 091866213 $3,992.01 12/01/1996 180
500061239 NGUYEN,PHUONG T & DANG,PH 031938 $3,002.67 12/01/1996 180
500061241 GONZALEZ,JOSE E 091847237 $2,384.83 2 12/01/1996 180
500061242 WILBURN,JAMES E 091864601 $8,575.02 12/01/1996 180
500061256 FUNK,GLENN R 091868773 $3,495.71 12/01/1996 180
500061300 CODDON,JONATHAN 091875622 $3,082.63 12/01/1996 180
500061311 JONES,MARK A 091875264 $3,515.79 12/01/1996 180
500061325 RUSSONIELLO,ALEXANDER 091878505 $3,746.16 12/01/1996 180
500061330 CROWE,JOHN F 091872420 $6,529.57 12/01/1996 180
500061335 ZAGOZEWSKI,SHARLENE C 091878550 $2,364.72 12/01/1996 180
500061340 LIPTAK,GREGORY J 091878945 $2,682.64 12/01/1996 180
500061341 FANTRY,PETER 091880709 $3,007.44 12/01/1996 180
500061345 OLINE,JAMES 091865930 $2,428.74 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061229 VACARRO,ANDRA M .00 .00 .00 .000 .250 .300 $1,100,000.00 N
500061230 ROOK,ROBERT .00 .00 .00 .000 .250 .300 $1,450,000.00 N
500061239 NGUYEN,PHUONG T & DANG,PH $420,000.00 N
500061241 GONZALEZ,JOSE E .00 .00 .00 .000 .150 .250 $299,487.00 N
500061242 WILBURN,JAMES E .00 .00 .00 .000 .150 .250 $1,300,000.00 N
500061256 FUNK,GLENN R .00 .00 .00 .000 .150 .250 $600,000.00 N
500061300 CODDON,JONATHAN .00 .00 .00 .000 .250 .300 $453,000.00 N
500061311 JONES,MARK A .00 .00 .00 .000 .250 .300 $465,500.00 N
500061325 RUSSONIELLO,ALEXANDER .00 .00 .00 .000 .150 .250 $560,000.00 N
500061330 CROWE,JOHN F .00 .00 .00 .000 .150 .250 $873,750.00 N
500061335 ZAGOZEWSKI,SHARLENE C .00 .00 .00 .000 .150 .250 $325,000.00 N
500061340 LIPTAK,GREGORY J .00 .00 .00 .000 .250 .300 $465,000.00 N
500061341 FANTRY,PETER .00 .00 .00 .000 .250 .300 $415,000.00 N
500061345 OLINE,JAMES .00 .00 .00 .000 .150 .250 $327,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 6
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W 216 STOWRING ROAD PETALUMA CA 94952 $396,563.87
500061358 NAIDOFF,STEPHANIE W 1830 RITTENHOUSE SQUARE - CIYT OF PHILADE PA 19103 $314,046.68
500061379 PUTNAM,EDWARD B 8201 ST. MARTINS LANE CITY OF PHILADE PA 19118 $319,391.90
500061383 DIMERCURIO.THOMAS F & LIN 7924 S BRADEN AVENUE TULSA OK 74136 $318,147.02
500061384 LEVER,ALVIN & NORINE 1880 MISSION HILLS LANE NORTHBROOK IL 60062 $265,662.90
500061385 MONTGOMERY,GEORGE F & VIC 16880 JENNIFER DRIVE OCCIDENTAL CA 95465 $293,741.67
500061388 SU,OLIVER J & JING CHIOU 155 MERANO STREET DANVILLE CA 94526 $333,719.34
500061390 MCCLURG,DUANE R 22836 TORRENCE CHAPEL RD DAVIDSON NC 28036 $368,023.45
500061391 HYMAN,ANNE MARIE 4220 DONLON RD. SOMIS CA 93066 $478,224.13
500061394 MEYER,JEFFREY J & LESLIE 11011 101ST PLACE NE KIRKLAND WA 98033 $358,524.76
500061399 THOMPSON,CHARLES ROBERT 727 FRANKLIN AVENUE RIVER FOREST IL 60305 $239,698.12
500061465 OWSLEY,STEVEN C 4960 EAST PROGRESS COURT GREENWOOD VILLA CO 80111 $373,227.57
500061468 MARTYNEC,BOHDAN 4900 DANIELLE DRIVE BUCKINGHAM TOWN PA 18901 $256,854.97
500061497 COLADONATO,JOSEPH P 401 NORTH BROOKFIELD STRE VINELAND NJ 08360 $268,825.69
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W 7.500 .150 7.350 .1000 7.250 06/01/2011
500061358 NAIDOFF,STEPHANIE W 7.375 .150 7.225 .1000 7.125 06/01/2011
500061379 PUTNAM,EDWARD B 8.250 .150 8.100 .1000 8.000 06/01/2011
500061383 DIMERCURIO.THOMAS F & LIN 7.750 .250 7.500 .0500 7.450 05/01/2011
500061384 LEVER,ALVIN & NORINE 8.125 .250 7.875 .0500 7.825 05/01/2011
500061385 MONTGOMERY,GEORGE F & VIC 7.875 .250 7.625 .0500 7.575 05/01/2011
500061388 SU,OLIVER J & JING CHIOU 8.375 .250 8.125 .0500 8.075 05/01/2011
500061390 MCCLURG,DUANE R 7.375 .150 7.225 .1000 7.125 06/01/2011
500061391 HYMAN,ANNE MARIE 8.500 .250 8.250 .0500 8.200 06/01/2026
500061394 MEYER,JEFFREY J & LESLIE 8.000 .250 7.750 .0500 7.700 05/01/2011
500061399 THOMPSON,CHARLES ROBERT 8.000 .250 7.750 .0500 7.700 06/01/2011
500061465 OWSLEY,STEVEN C 7.875 .250 7.625 .0500 7.575 06/01/2011
500061468 MARTYNEC,BOHDAN 7.625 .150 7.475 .1000 7.375 07/01/2011
500061497 COLADONATO,JOSEPH P 7.500 .150 7.350 .1000 7.250 07/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W 091877272 $3,745.13 12/01/1996 180
500061358 NAIDOFF,STEPHANIE W 091882794 $2,943.75 12/01/1996 180
500061379 PUTNAM,EDWARD B 091872199 $3,152.96 12/01/1996 180
500061383 DIMERCURIO.THOMAS F & LIN 3904018 $3,059.15 12/01/1996 180
500061384 LEVER,ALVIN & NORINE 3909603 $2,611.34 12/01/1996 180
500061385 MONTGOMERY,GEORGE F & VIC 3904893 $2,845.35 12/01/1996 180
500061388 SU,OLIVER J & JING CHIOU 3923745 $3,352.58 12/01/1996 180
500061390 MCCLURG,DUANE R 091883377 $3,449.71 12/01/1996 180
500061391 HYMAN,ANNE MARIE 091885505 $3,690.78 12/01/1996 360
500061394 MEYER,JEFFREY J & LESLIE 3909058 $3,498.45 12/01/1996 180
500061399 THOMPSON,CHARLES ROBERT 091884891 $2,331.79 12/01/1996 180
500061465 OWSLEY,STEVEN C 091879092 $3,604.11 12/01/1996 180
500061468 MARTYNEC,BOHDAN 091883341 $2,436.21 12/01/1996 180
500061497 COLADONATO,JOSEPH P 091881616 $2,530.74 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061356 ZECK,PHILIP W .00 .00 .00 .000 .150 .250 $505,000.00 N
500061358 NAIDOFF,STEPHANIE W .00 .00 .00 .000 .150 .250 $400,000.00 N
500061379 PUTNAM,EDWARD B .00 .00 .00 .000 .150 .250 $725,000.00 N
500061383 DIMERCURIO.THOMAS F & LIN $410,000.00 N
500061384 LEVER,ALVIN & NORINE $339,000.00 N
500061385 MONTGOMERY,GEORGE F & VIC $400,000.00 N
500061388 SU,OLIVER J & JING CHIOU $435,000.00 N
500061390 MCCLURG,DUANE R .00 .00 .00 .000 .150 .250 $515,000.00 N
500061391 HYMAN,ANNE MARIE .00 .00 .00 .000 .250 .300 $600,000.00 N
500061394 MEYER,JEFFREY J & LESLIE $457,600.00 N
500061399 THOMPSON,CHARLES ROBERT .00 .00 .00 .000 .250 .300 $370,000.00 N
500061465 OWSLEY,STEVEN C .00 .00 .00 .000 .250 .300 $690,000.00 N
500061468 MARTYNEC,BOHDAN .00 .00 .00 .000 .150 .250 $326,000.00 N
500061497 COLADONATO,JOSEPH P .00 .00 .00 .000 .150 .250 $370,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 7
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061501 MCGOWAN,JAMES F JR 104 GWYNEDD LEA DRIVE NORTH WALES PA 19454 $222,952.45
500061520 MCPHIE,SCOTT B 3685 STONY BROOK LANE BOZEMAN MT 59715 $327,736.04
500061528 CHANGWAILING,BARBARA K 13608 APACHE PLUME N E ALBUQUERQUE NM 87111 $318,961.99
500061529 DENOOYER,JAMES S 1142 LOCKHART LOOP ROAD TOWN OF QUEENSB NY 12804 $492,598.49
500061530 MOROCCO,STEPHEN A 21 MULLER ROAD KENT CT 06757 $541,680.34
500061533 BUCK,ROBERT WAYNE 1050 S. HIDDEN CANYON ROA ANAHEIM HILLS CA 92807 $409,243.93
500061534 MARINO,CHARLEY JR 24651 NODDING FLOWER COUR BARRINGTON IL 60010 $306,535.15
500061552 KLUGER,DAVID I 785 LANTERN HILL ROAD TOWNSHIP OF KIN PA 18708 $421,455.65
500061553 SHAH,ABID & NASREEN 3145 WARBLER PLACE HIGHLAND PARK IL 60035 $287,770.42
500061587 DEACEDO,ALVARO SANZ 959 GARRETT MILL ROAD NEWTOWN SQUARE PA 19073 $237,258.53
500061589 HOLDEN,DOUGLAS M 1504 BORDELAIS DRIVE SAN JOSE CA 95118 $329,212.21
500061595 GERDTS,CHARLES W III 39 LEEUWARDEN ROAD DARIEN CT 06820 $593,146.36
500061601 MATTHEWS,CLIFFORD C JR 2641 N HWY 1247 SOMERSET KY 42501 $294,568.71
500061616 BRISSON,JOHN P 8 CARISSA LANE TOWN OF GREENWI CT 06830 $837,605.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061501 MCGOWAN,JAMES F JR 7.625 .150 7.475 .1000 7.375 07/01/2011
500061520 MCPHIE,SCOTT B 8.250 .150 8.100 .1000 8.000 07/01/2011
500061528 CHANGWAILING,BARBARA K 8.125 .150 7.975 .1000 7.875 07/01/2011
500061529 DENOOYER,JAMES S 7.875 .150 7.725 .1000 7.625 07/01/2011
500061530 MOROCCO,STEPHEN A 7.625 .150 7.475 .1000 7.375 07/01/2011
500061533 BUCK,ROBERT WAYNE 7.625 .250 7.375 .0500 7.325 07/01/2011
500061534 MARINO,CHARLEY JR 7.250 .150 7.100 .1000 7.000 07/01/2011
500061552 KLUGER,DAVID I 7.500 .150 7.350 .1000 7.250 07/01/2011
500061553 SHAH,ABID & NASREEN 8.125 .250 7.875 .0500 7.825 07/01/2011
500061587 DEACEDO,ALVARO SANZ 8.250 .150 8.100 .1000 8.000 08/01/2011
500061589 HOLDEN,DOUGLAS M 8.625 .150 8.475 .1000 8.375 08/01/2026
500061595 GERDTS,CHARLES W III 8.250 .150 8.100 .1000 8.000 08/01/2011
500061601 MATTHEWS,CLIFFORD C JR 8.250 .250 8.000 .0500 7.950 08/01/2011
500061616 BRISSON,JOHN P 8.000 .150 7.850 .1000 7.750 08/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061501 MCGOWAN,JAMES F JR 591880487 $2,114.87 12/01/1996 180
500061520 MCPHIE,SCOTT B 091884151 $3,225.72 12/01/1996 180
500061528 CHANGWAILING,BARBARA K 091843397 $3,116.37 12/01/1996 180
500061529 DENOOYER,JAMES S 091877713 $4,742.25 12/01/1996 180
500061530 MOROCCO,STEPHEN A 091884900 $5,137.71 12/01/1996 180
500061533 BUCK,ROBERT WAYNE 091887455 $3,885.98 12/01/1996 180
500061534 MARINO,CHARLEY JR 091887781 $2,842.66 18 12/01/1996 180
500061552 KLUGER,DAVID I 091887490 $3,967.61 12/01/1996 180
500061553 SHAH,ABID & NASREEN 091888505 $2,811.62 12/01/1996 180
500061587 DEACEDO,ALVARO SANZ 091885339 $2,328.34 12/01/1996 180
500061589 HOLDEN,DOUGLAS M 091888406 $2,566.71 12/01/1996 360
500061595 GERDTS,CHARLES W III 091882653 $5,820.84 12/01/1996 180
500061601 MATTHEWS,CLIFFORD C JR 091889553 $2,910.42 12/01/1996 180
500061616 BRISSON,JOHN P 091880737 $8,099.15 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061501 MCGOWAN,JAMES F JR .00 .00 .00 .000 .150 .250 $283,000.00 N
500061520 MCPHIE,SCOTT B .00 .00 .00 .000 .150 .250 $475,000.00 N
500061528 CHANGWAILING,BARBARA K .00 .00 .00 .000 .150 .250 $404,593.00 N
500061529 DENOOYER,JAMES S .00 .00 .00 2.750 2.600 2.500 $900,000.00 N
500061530 MOROCCO,STEPHEN A .00 .00 .00 .000 .150 .250 $710,000.00 N
500061533 BUCK,ROBERT WAYNE .00 .00 .00 .000 .250 .300 $725,000.00 N
500061534 MARINO,CHARLEY JR .00 .00 .00 .000 .150 .250 $346,000.00 N
500061552 KLUGER,DAVID I .00 .00 .00 .000 .150 .250 $535,000.00 N
500061553 SHAH,ABID & NASREEN .00 .00 .00 .000 .250 .300 $365,000.00 N
500061587 DEACEDO,ALVARO SANZ .00 .00 .00 .000 .150 .250 $360,000.00 N
500061589 HOLDEN,DOUGLAS M .00 .00 .00 .000 .150 .250 $420,000.00 N
500061595 GERDTS,CHARLES W III .00 .00 .00 .000 .150 .250 $759,000.00 N
500061601 MATTHEWS,CLIFFORD C JR .00 .00 .00 .000 .250 .300 $450,000.00 N
500061616 BRISSON,JOHN P .00 .00 .00 .000 .150 .250 $1,059,460.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 8
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061618 SUPPLEE,ROBERT A 3720 SOMERSET RIDGE KENNESAW GA 30144 $232,760.50
500061628 BARNETT,NEIL G & TERESITA 33 NINER COURT REDWOOD CITY CA 94602 $552,063.71
500061631 PITTENGER,DON A & BARBARA 11 LITTLE FOX LANE CHADDS FORD PA 19317 $219,145.67
500061632 DONAHUE,CHARLES L JR & NA 407 GAY STREET WESTWOOD MA 02090 $604,831.20
500061633 KARIDES,GEORGE & GEORGIA 7 RUSTIC WAY FREEHOLD NJ 07728 $306,634.80
500061636 KNIGHT,JOHN FORD SR & NAN 175 SHOALS FERRY ROAD ROME GA 30161 $354,612.90
500061655 FARRELLY,RICHARD J 350 CURWYN PLACE BERWYN PA 19312 $266,107.77
500061656 WINANS,TIM 11334 TERWILLIGERS CREEK CINCINNATI OH 45249 $269,920.14
500061657 ANDERSON,IAN K 11 CORNELL ROAD WELLESLEY MA 02181 $297,294.47
500061665 ZUCCO,JOEL 935 WILLOW LANE SLEEPY HOLLOW IL 60118 $237,167.15
500061666 FREELAND,GARY A 43 OLD LITCHFIELD ROAD WASHINGTON CT 06793 $227,080.62
500061719 BURDEN,STEVEN J 295 MILLERTON ROAD SHARON CT 06069 $247,769.83
500061728 MEYER,DOUGLAS C 439 CARMEL HILL ROAD NORT BETHLEHEM CT 06751 $251,594.60
500061729 DAWLEY,RICHARD L 8500 SHANNON WAY WICHITA KS 67206 $297,294.47
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061618 SUPPLEE,ROBERT A 8.250 .150 8.100 .1000 8.000 08/01/2011
500061628 BARNETT,NEIL G & TERESITA 8.375 .250 8.125 .0500 8.075 07/01/2011
500061631 PITTENGER,DON A & BARBARA 7.375 .250 7.125 .0500 7.075 06/01/2011
500061632 DONAHUE,CHARLES L JR & NA 8.000 .250 7.750 .0500 7.700 08/01/2011
500061633 KARIDES,GEORGE & GEORGIA 8.500 .250 8.250 .0500 8.200 06/01/2011
500061636 KNIGHT,JOHN FORD SR & NAN 7.750 .250 7.500 .0500 7.450 07/01/2011
500061655 FARRELLY,RICHARD J 7.875 .150 7.725 .1000 7.625 09/01/2011
500061656 WINANS,TIM 8.375 .150 8.225 .1000 8.125 08/01/2026
500061657 ANDERSON,IAN K 7.625 .150 7.475 .1000 7.375 09/01/2011
500061665 ZUCCO,JOEL 7.875 .250 7.625 .0500 7.575 08/01/2011
500061666 FREELAND,GARY A 8.000 .150 7.850 .1000 7.750 09/01/2011
500061719 BURDEN,STEVEN J 7.750 .150 7.600 .1000 7.500 09/01/2011
500061728 MEYER,DOUGLAS C 9.125 .150 8.975 .1000 8.875 09/01/2026
500061729 DAWLEY,RICHARD L 7.625 .150 7.475 .1000 7.375 09/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061618 SUPPLEE,ROBERT A 091890744 $2,284.20 12 12/01/1996 180
500061628 BARNETT,NEIL G & TERESITA 431045103 $5,473.59 12/01/1996 180
500061631 PITTENGER,DON A & BARBARA 455669101 $2,054.19 12/01/1996 180
500061632 DONAHUE,CHARLES L JR & NA 456093301 $5,867.71 12/01/1996 180
500061633 KARIDES,GEORGE & GEORGIA 455814004 $3,071.41 12/01/1996 180
500061636 KNIGHT,JOHN FORD SR & NAN 455038901 $3,388.59 12/01/1996 180
500061655 FARRELLY,RICHARD J 091889284 $2,560.81 12/01/1996 180
500061656 WINANS,TIM 091891597 $2,056.76 12/01/1996 360
500061657 ANDERSON,IAN K 091891902 $2,802.39 12/01/1996 180
500061665 ZUCCO,JOEL 091892287 $2,276.28 12/01/1996 180
500061666 FREELAND,GARY A 091892605 $2,198.00 12/01/1996 180
500061719 BURDEN,STEVEN J 091893222 $2,353.19 12/01/1996 180
500061728 MEYER,DOUGLAS C 091894912 $2,050.36 12/01/1996 360
500061729 DAWLEY,RICHARD L 091897915 $2,802.39 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061618 SUPPLEE,ROBERT A .00 .00 .00 .000 .150 .250 $247,859.00 N
500061628 BARNETT,NEIL G & TERESITA $700,000.00 N
500061631 PITTENGER,DON A & BARBARA $344,000.00 N
500061632 DONAHUE,CHARLES L JR & NA $767,500.00 N
500061633 KARIDES,GEORGE & GEORGIA $389,990.00 N
500061636 KNIGHT,JOHN FORD SR & NAN $550,000.00 N
500061655 FARRELLY,RICHARD J .00 .00 .00 .000 .150 .250 $514,650.00 N
500061656 WINANS,TIM .00 .00 .00 .000 .150 .250 $338,300.00 N
500061657 ANDERSON,IAN K .00 .00 .00 .000 .150 .250 $520,000.00 N
500061665 ZUCCO,JOEL .00 .00 .00 .000 .250 .300 $350,000.00 N
500061666 FREELAND,GARY A .00 .00 .00 .000 .150 .250 $450,000.00 N
500061719 BURDEN,STEVEN J .00 .00 .00 .000 .150 .250 $401,000.00 N
500061728 MEYER,DOUGLAS C .00 .00 .00 .000 .150 .250 $360,000.00 N
500061729 DAWLEY,RICHARD L .00 .00 .00 .000 .150 .250 $650,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 9
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061733 SZLOSEK,THOMAS A 20 CHARTER RIDGE DRIVE NEWTOWN CT 06482 $230,448.49
500061746 BRANDS,ALFRED T 5236 SEA CHASE DRIVE #2 AMELIA ISLAND FL 32034 $287,433.00
500061747 SOUGHAN,JOHN J 156 GLEN AVENUE MILLBURN NJ 07041 $220,400.33
500061748 GARDNER,SEVRIN & SONDRA K 159 VIRGINIA DRIVE VENTURA CA 93003 $237,188.21
500061770 HUSS,DALE 17108 PACIFIC PALISADES C LOS ANGELES CA 90025 $237,882.33
500061774 SISLER,JAMES S 154 SOUTH RIDGEWOOD ROAD KENTFIELD CA 94904 $990,783.40
500061775 CHO,HAN K 8620 FENWAY DRIVE BETHESDA MD 20817 $289,975.10
500061776 WALTON,WILLIAM T 10210 TWINGATE DR. ALPHARETTA GA 30202 $242,766.31
500061853 STERN,MATTHEW B 8870 NORWOOD AVENUE CITY OF PHILADE PA 19118 $391,415.89
500061875 VANRIET,FRED G 1460 HIGHLAND DRIVE LAKE GENEVA WI 53147 $223,087.57
500061896 CARDOSO,CARLOS M 1659 2ND STREET MANHATTAN BEACH CA 90266 $465,314.68
500061898 OKELLY,D STAFFORD 1204 LISA CIRCLE LIBERTYVILLE IL 60048 $294,264.50
500061920 PATTEN,KEITH W 2400 WESTRIDGE ROAD BRENTWOOD CA 90049 $507,326.63
500061921 SCHMIDT,MARK S 5119 BROOKRIDGE PLACE FAIRFAX VA 22030 $361,487.37
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061733 SZLOSEK,THOMAS A 7.875 .150 7.725 .1000 7.625 09/01/2011
500061746 BRANDS,ALFRED T 8.750 .150 8.600 .1000 8.500 09/01/2011
500061747 SOUGHAN,JOHN J 8.250 .150 8.100 .1000 8.000 09/01/2011
500061748 GARDNER,SEVRIN & SONDRA K 8.125 .250 7.875 .0500 7.825 10/01/2026
500061770 HUSS,DALE 7.875 .150 7.725 .1000 7.625 09/01/2011
500061774 SISLER,JAMES S 7.375 .150 7.225 .1000 7.125 09/01/2011
500061775 CHO,HAN K 8.125 .250 7.875 .0500 7.825 09/01/2011
500061776 WALTON,WILLIAM T 7.500 .150 7.350 .1000 7.250 09/01/2011
500061853 STERN,MATTHEW B 7.750 .150 7.600 .1000 7.500 10/01/2011
500061875 VANRIET,FRED G 9.000 .250 8.750 .0500 8.700 09/01/2011
500061896 CARDOSO,CARLOS M 7.625 .150 7.475 .1000 7.375 10/01/2011
500061898 OKELLY,D STAFFORD 7.875 .150 7.725 .1000 7.625 10/01/2011
500061920 PATTEN,KEITH W 8.375 .150 8.225 .1000 8.125 10/01/2026
500061921 SCHMIDT,MARK S 7.750 .150 7.600 .1000 7.500 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>
500061733 SZLOSEK,THOMAS A 091895246 $2,205.15 12/01/1996 180
500061746 BRANDS,ALFRED T 091867659 $2,896.40 12 12/01/1996 180
500061747 SOUGHAN,JOHN J 091892563 $2,156.62 12 12/01/1996 180
500061748 GARDNER,SEVRIN & SONDRA K 4000675 $1,763.44 12 12/01/1996 360
500061770 HUSS,DALE 091893818 $2,276.28 12/01/1996 180
500061774 SISLER,JAMES S 091898389 $9,199.23 12/01/1996 180
500061775 CHO,HAN K 091899007 $2,816.43 12/01/1996 180
500061776 WALTON,WILLIAM T 091899444 $2,271.18 12/01/1996 180
500061853 STERN,MATTHEW B 091892658 $3,706.27 12/01/1996 180
500061875 VANRIET,FRED G 091894818 $2,332.81 12/01/1996 180
500061896 CARDOSO,CARLOS M 091898107 $4,378.73 12/01/1996 180
500061898 OKELLY,D STAFFORD 092401493 $2,807.41 12/01/1996 180
500061920 PATTEN,KEITH W 091898090 $3,861.17 12/01/1996 360
500061921 SCHMIDT,MARK S 091899187 $2,593.41 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061733 SZLOSEK,THOMAS A .00 .00 .00 .000 .150 .250 $342,500.00 N
500061746 BRANDS,ALFRED T .00 .00 .00 .000 .150 .250 $322,042.00 N
500061747 SOUGHAN,JOHN J .00 .00 .00 .000 .150 .250 $247,000.00 N
500061748 GARDNER,SEVRIN & SONDRA K 2.00 2.75 13.13 2.750 2.500 2.450 $250,000.00 N
500061770 HUSS,DALE .00 .00 .00 .000 .150 .250 $300,000.00 N
500061774 SISLER,JAMES S .00 .00 .00 .000 .150 .250 $1,377,000.00 N
500061775 CHO,HAN K .00 .00 .00 .000 .250 .300 $390,000.00 N
500061776 WALTON,WILLIAM T .00 .00 .00 .000 .150 .250 $323,000.00 N
500061853 STERN,MATTHEW B .00 .00 .00 .000 .150 .250 $525,000.00 N
500061875 VANRIET,FRED G .00 .00 .00 .000 .250 .300 $296,000.00 N
500061896 CARDOSO,CARLOS M .00 .00 .00 .000 .150 .250 $650,000.00 N
500061898 OKELLY,D STAFFORD .00 .00 .00 .000 .150 .250 $370,000.00 N
500061920 PATTEN,KEITH W .00 .00 .00 .000 .150 .250 $635,000.00 N
500061921 SCHMIDT,MARK S .00 .00 .00 .000 .150 .250 $452,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 10
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061929 MALYAK,PETER D 103 PECKSKILL CT. CARY NC 27511 $237,662.96
500061950 CHARLTON,VAUGHN W JR 12 KOTOBUKI LANE LANDENBERG PA 19350 $264,669.43
500061951 WILSON,JACKIE B 8 BEEKMAN PLACE MORRIS TOWNSHIP NJ 07960 $467,685.98
500061952 MCARVER,H FORD III 7 HILTON TERRACE NEWPORT NEW VA 23601 $308,955.07
500061977 DEPALMA,FRANK J 3660 N. PIONEER BOULEVARD LONG BEACH CA 90808 $215,858.71
500062014 BLYTHE,LARS JR 350 GARLAND DRIVE PADUCAH KY 42001 $299,635.23
500062015 BROM,LAURA SUNDQUIST 59 MARSHALL ROAD RIDGEFIELD CT 06877 $368,539.68
500062016 FABRICANT,ROBERT N 31091 SOUTH COAST HIGHWAY LAGUNA BEACH CA 92677 $1,088,365.19
500062434 HIRSCH,STEVEN L 651 INTRACOASTAL DRIVE FT. LAUDERDALE FL 33304 $376,883.23
500062435 BISHOP,KIM LYFORD 5530 STUCKY ROAD BOZEMAN MT 59715 $299,133.04
500062497 DAVIS,TREVOR L & LOLA E 20012 OREGON TRAIL OLYMPIA FIELDS IL 60461 $287,801.80
500062501 DUTTA,PARTHA P 1164 MALIBU DR. SAN JOSE CA 95129 $310,291.66
500062513 SISSON JR,LEWIS R & FONDA 535 MEADOWSWEET LN GREENVILLE SC 29615 $248,402.27
500062514 BERTONE,ALICIA L & MUIR,W 338 WEST SEVENTH AVENUE COLUMBUS OH 43201 $298,298.33
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061929 MALYAK,PETER D 7.750 .150 7.600 .1000 7.500 10/01/2026
500061950 CHARLTON,VAUGHN W JR 8.375 .150 8.225 .1000 8.125 10/01/2026
500061951 WILSON,JACKIE B 8.000 .150 7.850 .1000 7.750 11/01/2026
500061952 MCARVER,H FORD III 8.125 .150 7.975 .1000 7.875 10/01/2026
500061977 DEPALMA,FRANK J 8.125 .150 7.975 .1000 7.875 11/01/2026
500062014 BLYTHE,LARS JR 8.500 .250 8.250 .0500 8.200 10/01/2026
500062015 BROM,LAURA SUNDQUIST 8.375 .250 8.125 .0500 8.075 10/01/2026
500062016 FABRICANT,ROBERT N 7.500 .150 7.350 .1000 7.250 11/01/2011
500062434 HIRSCH,STEVEN L 7.750 .150 7.600 .1000 7.500 11/01/2011
500062435 BISHOP,KIM LYFORD 8.000 .150 7.850 .1000 7.750 11/01/2011
500062497 DAVIS,TREVOR L & LOLA E 7.875 .250 7.625 .0500 7.575 11/01/2026
500062501 DUTTA,PARTHA P 8.000 .150 7.850 .1000 7.750 11/01/2026
500062513 SISSON JR,LEWIS R & FONDA 7.625 .250 7.375 .0500 7.325 10/01/2011
500062514 BERTONE,ALICIA L & MUIR,W 8.250 .250 8.000 .0500 7.950 10/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061929 MALYAK,PETER D 091898787 $1,705.06 12/01/1996 360
500061950 CHARLTON,VAUGHN W JR 091852365 $2,014.19 12/01/1996 360
500061951 WILSON,JACKIE B 092402791 $3,434.02 12 12/01/1996 360
500061952 MCARVER,H FORD III 092403639 $2,302.11 3 12/01/1996 360
500061977 DEPALMA,FRANK J 092403345 $1,603.79 12 12/01/1996 360
500062014 BLYTHE,LARS JR 091894547 $2,306.74 12/01/1996 360
500062015 BROM,LAURA SUNDQUIST 091899458 $2,804.67 18 12/01/1996 360
500062016 FABRICANT,ROBERT N 092404173 ********* 12/01/1996 180
500062434 HIRSCH,STEVEN L 092400027 $3,558.02 1 12/01/1996 180
500062435 BISHOP,KIM LYFORD 092404408 $2,866.96 12/01/1996 180
500062497 DAVIS,TREVOR L & LOLA E 224509 $2,088.20 12/01/1996 360
500062501 DUTTA,PARTHA P 092403976 $2,278.34 2 12/01/1996 360
500062513 SISSON JR,LEWIS R & FONDA 8600668 $2,334.40 1 12/01/1996 180
500062514 BERTONE,ALICIA L & MUIR,W 0915977 $2,910.42 12/01/1996 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061929 MALYAK,PETER D .00 .00 .00 .000 .150 .250 $299,000.00 N
500061950 CHARLTON,VAUGHN W JR .00 .00 .00 .000 .150 .250 $400,000.00 N
500061951 WILSON,JACKIE B .00 .00 .00 .000 .150 .250 $520,000.00 N
500061952 MCARVER,H FORD III .00 .00 .00 .000 .150 .250 $344,500.00 N
500061977 DEPALMA,FRANK J .00 .00 .00 .000 .150 .250 $240,000.00 N
500062014 BLYTHE,LARS JR .00 .00 .00 .000 .250 .300 $400,000.00 N
500062015 BROM,LAURA SUNDQUIST .00 .00 .00 .000 .250 .300 $419,000.00 N
500062016 FABRICANT,ROBERT N .00 .00 .00 .000 .150 .250 $1,825,000.00 N
500062434 HIRSCH,STEVEN L .00 .00 .00 .000 .150 .250 $420,000.00 N
500062435 BISHOP,KIM LYFORD .00 .00 .00 .000 .150 .250 $400,000.00 N
500062497 DAVIS,TREVOR L & LOLA E $368,000.00 N
500062501 DUTTA,PARTHA P .00 .00 .00 .000 .150 .250 $345,000.00 N
500062513 SISSON JR,LEWIS R & FONDA $269,900.00 N
500062514 BERTONE,ALICIA L & MUIR,W $380,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 11
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062516 JAIN,VIR SINGH & HEMANT 3353 CARPENTERS CREEK CINCINNATI OH 45241 $296,409.10
500062520 FEBRE,REYNALDO V 38W119 MALLARD LAKE ROAD ST. CHARLES IL 60175 $359,594.87
500062521 BROMLEY,KATHLEEN K 1031 PRUNE CT. SUNNYVALE CA 94087 $326,791.49
500062522 GOLDBERG,RICHARD H 56 ELIZABETH CIRCLE GREENBRAE CA 94904 $548,357.08
500062523 LEON,GRACIELA 1641 TIGERTAIL AVENUE MIAMI FL 33133 $239,321.66
500062539 PERLMUTER,JOEL 16142 SANTA BARBARA LANE HUNTINGTON BEAC CA 92649 $418,204.84
500062540 MALONE,MICHAEL P 28032 GRAY BARN LANE LAKE BARRINGTON IL 60010 $300,000.00
500062541 WAKELAND,MICHAEL D 5204 CUESTA VERDE AUSTIN TX 78746 $303,006.66
500062542 MCWILLIAMS,WALTER B II 2745 SOUTH PONTE VEDRA BL PONTE VEDRA BEA FL 32082 $250,000.00
500062543 TUOMENOKSA,MARK 98 WASHINGTON AVENUE BERNARDS TOWNSH NJ 07920 $322,877.64
500062544 KONNER,LAWRENCE M 441-441 1/2 NORTH ALFRED LOS ANGELES CA 90048 $359,393.11
500062545 GOLVIN,SANDRA LEE 2219 GRAND CANAL VENICE CA 90291 $325,412.67
500062546 KAUFMAN,WILLIAM R 149 CEDAR CREEK DRIVE FRANKLIN TN 37067 $224,849.03
500062579 PUCCINO,STEPHEN J 30 RED FOX LANE WEST VINCENT TO PA 19343 $315,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062516 JAIN,VIR SINGH & HEMANT 8.250 .250 8.000 .0500 7.950 10/01/2011
500062520 FEBRE,REYNALDO V 8.875 .250 8.625 .0500 8.575 10/01/2026
500062521 BROMLEY,KATHLEEN K 8.250 .150 8.100 .1000 8.000 11/01/2026
500062522 GOLDBERG,RICHARD H 7.625 .150 7.475 .1000 7.375 11/01/2011
500062523 LEON,GRACIELA 8.250 .250 8.000 .0500 7.950 11/01/2011
500062539 PERLMUTER,JOEL 7.250 .150 7.100 .1000 7.000 11/01/2011
500062540 MALONE,MICHAEL P 7.375 .150 7.225 .1000 7.125 12/01/2011
500062541 WAKELAND,MICHAEL D 8.250 .150 8.100 .1000 8.000 11/01/2026
500062542 MCWILLIAMS,WALTER B II 8.125 .150 7.975 .1000 7.875 12/01/2026
500062543 TUOMENOKSA,MARK 7.875 .150 7.725 .1000 7.625 11/01/2026
500062544 KONNER,LAWRENCE M 8.750 .250 8.500 .0500 8.450 11/01/2026
500062545 GOLVIN,SANDRA LEE 8.750 .250 8.500 .0500 8.450 11/01/2026
500062546 KAUFMAN,WILLIAM R 8.000 .150 7.850 .1000 7.750 11/01/2026
500062579 PUCCINO,STEPHEN J 8.250 .150 8.100 .1000 8.000 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>
500062516 JAIN,VIR SINGH & HEMANT 0916167 $2,891.99 12/01/1996 180
500062520 FEBRE,REYNALDO V 091899846 $2,864.32 12/01/1996 360
500062521 BROMLEY,KATHLEEN K 092403973 $2,456.64 12/01/1996 360
500062522 GOLDBERG,RICHARD H 092407233 $5,137.71 12/01/1996 180
500062523 LEON,GRACIELA 092407334 $2,328.34 12/01/1996 180
500062539 PERLMUTER,JOEL 091873530 $3,834.02 12/01/1996 180
500062540 MALONE,MICHAEL P 092403503 $2,759.77 12/01/1996 180
500062541 WAKELAND,MICHAEL D 092404333 $2,277.84 12/01/1996 360
500062542 MCWILLIAMS,WALTER B II 092405156 $1,856.24 12/01/1996 360
500062543 TUOMENOKSA,MARK 092406146 $2,342.70 12 12/01/1996 360
500062544 KONNER,LAWRENCE M 092407447 $2,828.97 12 12/01/1996 360
500062545 GOLVIN,SANDRA LEE 092407591 $2,561.50 12/01/1996 360
500062546 KAUFMAN,WILLIAM R 092407778 $1,650.97 12/01/1996 360
500062579 PUCCINO,STEPHEN J 091881188 $2,366.49 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062516 JAIN,VIR SINGH & HEMANT $425,900.00 N
500062520 FEBRE,REYNALDO V .00 .00 .00 .000 .250 .300 $500,000.00 N
500062521 BROMLEY,KATHLEEN K .00 .00 .00 .000 .150 .250 $440,000.00 N
500062522 GOLDBERG,RICHARD H .00 .00 .00 .000 .150 .250 $700,000.00 N
500062523 LEON,GRACIELA .00 .00 .00 .000 .250 .300 $320,000.00 N
500062539 PERLMUTER,JOEL .00 .00 .00 .000 .150 .250 $610,000.00 N
500062540 MALONE,MICHAEL P .00 .00 .00 .000 .150 .250 $645,000.00 N
500062541 WAKELAND,MICHAEL D .00 .00 .00 .000 .150 .250 $379,000.00 N
500062542 MCWILLIAMS,WALTER B II .00 .00 .00 .000 .150 .250 $335,000.00 N
500062543 TUOMENOKSA,MARK .00 .00 .00 .000 .150 .250 $359,000.00 N
500062544 KONNER,LAWRENCE M .00 .00 .00 .000 .250 .300 $400,000.00 N
500062545 GOLVIN,SANDRA LEE .00 .00 .00 .000 .250 .300 $407,000.00 N
500062546 KAUFMAN,WILLIAM R .00 .00 .00 .000 .150 .250 $300,000.00 N
500062579 PUCCINO,STEPHEN J .00 .00 .00 .000 .150 .250 $426,666.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 12
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062581 PEREZ,LUIS F 16 SCENIC RIDGE DRIVE BREWSTER NY 10509 $281,700.00
500062582 SIMMS,JAMES F 723 MAIRWOOD COURT SAN JOSE CA 95120 $262,519.21
500062583 PITTLUCK,GLENN W 59 KARA DRIVE NORTH ANDOVER MA 01845 $268,000.00
500062584 SHIGEMOTO,HIROMI DICK 3413 VINTAGE DRIVE ROUND ROCK TX 78664 $484,466.22
500062701 KLEIN,ALAN H 621 AMBERSON AVENUE PITTSBURGH PA 15232 $650,000.00
500062704 LIN,LINCOLE CHENWU & JENN 9706 PIAZZA COURT CYPRESS CA 90630 $322,289.04
500062706 LITMANOVICH,ERIK & KARYN 24615 VISTA CERRITOS CALABASAS CA 91302 $361,286.57
500062734 ROSS,LAURIE A & WHITAKER, 724 URSULA AVENUE PACIFICA CA 94044 $239,882.21
500062745 COCKE,BESS 124 SOLANO STREET SAN RAFAEL CA 94901 $236,950.00
500062784 AYOUB,ALAA & DEBBIE 36740 AVENIDA LA CRESTA MURRIETA CA 92562 $359,770.44
500062785 PADGHAM,HENRY F 583 TAHOS ROAD ORINDA CA 94563 $284,818.27
500062786 IMLAY,GORDON L & MARGARET 470 WOOD AVENUE SOUTHWEST BAINBRIDGE ISLA WA 98110 $354,523.79
500062791 TREVINO,ERNESTO & CLAUDET 2671 ST ALBANS DRIVE LOA ALAMITOS CA 90720 $258,072.27
500062792 BECHTLOFF,CHARLES L & NOE 8612 SALT LAKE DRIVE HUNTINGTON BEAC CA 92646 $256,844.31
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062581 PEREZ,LUIS F 8.125 .150 7.975 .1000 7.875 12/01/2026
500062582 SIMMS,JAMES F 7.875 .150 7.725 .1000 7.625 11/01/2026
500062583 PITTLUCK,GLENN W 8.125 .150 7.975 .1000 7.875 12/01/2026
500062584 SHIGEMOTO,HIROMI DICK 7.875 .150 7.725 .1000 7.625 11/01/2026
500062701 KLEIN,ALAN H 8.375 .150 8.225 .1000 8.125 12/01/2026
500062704 LIN,LINCOLE CHENWU & JENN 8.125 .250 7.875 .0500 7.825 11/01/2026
500062706 LITMANOVICH,ERIK & KARYN 8.625 .250 8.375 .0500 8.325 11/01/2026
500062734 ROSS,LAURIE A & WHITAKER, 8.750 .250 8.500 .0500 8.450 09/01/2026
500062745 COCKE,BESS 8.250 .150 8.100 .1000 8.000 12/01/2026
500062784 AYOUB,ALAA & DEBBIE 8.250 .250 8.000 .0500 7.950 11/01/2026
500062785 PADGHAM,HENRY F 8.250 .250 8.000 .0500 7.950 11/01/2026
500062786 IMLAY,GORDON L & MARGARET 8.250 .250 8.000 .0500 7.950 11/01/2026
500062791 TREVINO,ERNESTO & CLAUDET 7.875 .250 7.625 .0500 7.575 11/01/2026
500062792 BECHTLOFF,CHARLES L & NOE 8.500 .250 8.250 .0500 8.200 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062581 PEREZ,LUIS F 091894421 $2,091.61 2 12/01/1996 360
500062582 SIMMS,JAMES F 092401442 $1,904.76 12/01/1996 360
500062583 PITTLUCK,GLENN W 092404292 $1,989.89 12/01/1996 360
500062584 SHIGEMOTO,HIROMI DICK 092408232 $3,516.59 12/01/1996 360
500062701 KLEIN,ALAN H 092408790 $4,940.47 12/01/1996 360
500062704 LIN,LINCOLE CHENWU & JENN 4016473 $2,394.56 12/01/1996 360
500062706 LITMANOVICH,ERIK & KARYN 4003596 $2,811.72 12 12/01/1996 360
500062734 ROSS,LAURIE A & WHITAKER, 3983541 $1,890.45 3 12/01/1996 360
500062745 COCKE,BESS 092407234 $1,780.13 12/01/1996 360
500062784 AYOUB,ALAA & DEBBIE 4026233 $2,704.56 12/01/1996 360
500062785 PADGHAM,HENRY F 4019246 $2,141.11 12/01/1996 360
500062786 IMLAY,GORDON L & MARGARET 4022596 $2,665.12 12/01/1996 360
500062791 TREVINO,ERNESTO & CLAUDET 4022638 $1,872.50 12/01/1996 360
500062792 BECHTLOFF,CHARLES L & NOE 4024998 $1,976.11 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062581 PEREZ,LUIS F .00 .00 .00 .000 .150 .250 $313,000.00 N
500062582 SIMMS,JAMES F .00 .00 .00 .000 .150 .250 $415,000.00 N
500062583 PITTLUCK,GLENN W .00 .00 .00 .000 .150 .250 $338,000.00 N
500062584 SHIGEMOTO,HIROMI DICK .00 .00 .00 .000 .150 .250 $635,000.00 N
500062701 KLEIN,ALAN H .00 .00 .00 .000 .150 .250 $815,000.00 N
500062704 LIN,LINCOLE CHENWU & JENN $430,000.00 N
500062706 LITMANOVICH,ERIK & KARYN $421,000.00 N
500062734 ROSS,LAURIE A & WHITAKER, $267,000.00 N
500062745 COCKE,BESS .00 .00 .00 .000 .150 .250 $296,200.00 N
500062784 AYOUB,ALAA & DEBBIE $450,000.00 N
500062785 PADGHAM,HENRY F $485,000.00 N
500062786 IMLAY,GORDON L & MARGARET $473,000.00 N
500062791 TREVINO,ERNESTO & CLAUDET $322,826.00 N
500062792 BECHTLOFF,CHARLES L & NOE $325,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 13
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------------- ------------------------- --------------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
500062795 BEAULIEU,ROBERT W JR & DI 336 PEQUOT AVENUE NEW LONDON CT 06320 $215,772.53
500062799 EVANS,DEBORAH & FODEN,TOM 15419 VIA DE LAS OLAS (PA LOS ANGELES CA 90272 $539,108.44
500062800 SEUC,JORGE L& EMMA 25641 ARIA DRIVE MISSION VIEJO CA 92692 $271,448.82
500062801 DAVIS,MICHAEL E& CAROL 155 PATHELEN AVENUE OAK VIEW CA 93022 $272,460.63
500062802 SCHNAPF,ROBERT M& MITTLEM 2817 PUTNAM STREET LOS ANGELES CA 90039 $283,818.90
500062804 ARDALAN,SOUZAN ROSHAN- 614 PALISADES DRIVE (PACI LOS ANGELES CA 90272 $342,139.71
500062806 RUTCHLAND III,JOHN&VERGUN 10552 DEERING AVENUE LOS ANGELES CA 91311 $251,320.32
500062807 SHELTON,MARK&JEANETTE 2104 PINEHURST ST GLENDORA CA 91741 $261,633.06
500062808 SHATAFIAN,STEPHEN R & KAR 239 16TH STREET SEAL BEACH CA 90740 $267,824.69
500062814 STANFIELD,B.B. 4946 BRIARWOOD PL DALLAS TX 75209 $263,280.03
500062815 PERKINS,GA 655 BALBRIGGAN COURT CINCINNATI OH 45255 $328,000.00
500062816 FORT,D.W. 1208 BLUE RIDGE ROAD CHARLOTTESVILLE VA 22903 $340,000.00
500062818 BEVERIDGE,M.S. 209 LYNNWOOD TERRACE NASHVILLE TN 37205 $524,629.45
500062819 TANDSKI,R.A. 1307 PINTAIL CT HARPERS FERRY WV 25425 $218,853.05
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------------- -------- ----- ------ ----- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500062795 BEAULIEU,ROBERT W JR & DI 8.625 .250 8.375 .0500 8.325 11/01/2026
500062799 EVANS,DEBORAH & FODEN,TOM 9.000 .250 8.750 .0500 8.700 09/01/2026
500062800 SEUC,JORGE L& EMMA 8.000 .250 7.750 .0500 7.700 09/01/2026
500062801 DAVIS,MICHAEL E& CAROL 8.125 .250 7.875 .0500 7.825 09/01/2026
500062802 SCHNAPF,ROBERT M& MITTLEM 8.250 .250 8.000 .0500 7.950 11/01/2026
500062804 ARDALAN,SOUZAN ROSHAN- 8.250 .250 8.000 .0500 7.950 09/01/2026
500062806 RUTCHLAND III,JOHN&VERGUN 8.750 .250 8.500 .0500 8.450 11/01/2026
500062807 SHELTON,MARK&JEANETTE 8.250 .250 8.000 .0500 7.950 11/01/2026
500062808 SHATAFIAN,STEPHEN R & KAR 8.125 .250 7.875 .0500 7.825 11/01/2026
500062814 STANFIELD,B.B. 8.500 .250 8.250 .0400 8.210 11/01/2026
500062815 PERKINS,GA 8.500 .250 8.250 .0400 8.210 12/01/2026
500062816 FORT,D.W. 8.375 .250 8.125 .0400 8.085 12/01/2026
500062818 BEVERIDGE,M.S. 7.750 .250 7.500 .0400 7.460 11/01/2026
500062819 TANDSKI,R.A. 8.000 .250 7.750 .0400 7.710 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------------- ------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500062795 BEAULIEU,ROBERT W JR & DI 4011854 $1,679.25 1 12/01/1996 360
500062799 EVANS,DEBORAH & FODEN,TOM 3981511 $4,344.97 12/01/1996 360
500062800 SEUC,JORGE L& EMMA 3946662 $1,995.84 12/01/1996 360
500062801 DAVIS,MICHAEL E& CAROL 3493198 $2,027.02 12/01/1996 360
500062802 SCHNAPF,ROBERT M& MITTLEM 3951944 $2,133.60 12/01/1996 360
500062804 ARDALAN,SOUZAN ROSHAN- 3948601 $2,575.35 12/01/1996 360
500062806 RUTCHLAND III,JOHN&VERGUN 4058863 $1,978.28 12 12/01/1996 360
500062807 SHELTON,MARK&JEANETTE 4059622 $1,966.82 12 12/01/1996 360
500062808 SHATAFIAN,STEPHEN R & KAR 4062964 $1,989.90 12/01/1996 360
500062814 STANFIELD,B.B. 0916422 $2,027.25 12/01/1996 360
500062815 PERKINS,GA 0917505 $2,522.04 12/01/1996 360
500062816 FORT,D.W. 8597689 $2,584.25 12/01/1996 360
500062818 BEVERIDGE,M.S. 0918087 $3,761.16 12/01/1996 360
500062819 TANDSKI,R.A. 8385508 $1,606.95 1 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062795 BEAULIEU,ROBERT W JR & DI $239,900.00 N
500062799 EVANS,DEBORAH & FODEN,TOM $675,000.00 N
500062800 SEUC,JORGE L& EMMA $340,000.00 N
500062801 DAVIS,MICHAEL E& CAROL $373,000.00 N
500062802 SCHNAPF,ROBERT M& MITTLEM $355,000.00 N
500062804 ARDALAN,SOUZAN ROSHAN- $428,500.00 N
500062806 RUTCHLAND III,JOHN&VERGUN $265,000.00 N
500062807 SHELTON,MARK&JEANETTE $308,000.00 N
500062808 SHATAFIAN,STEPHEN R & KAR $335,000.00 N
500062814 STANFIELD,B.B. $440,000.00 N
500062815 PERKINS,GA $410,000.00 N
500062816 FORT,D.W. $425,000.00 N
500062818 BEVERIDGE,M.S. $895,000.00 N
500062819 TANDSKI,R.A. $244,993.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 14
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------------- ------------------------ --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062820 DOBBERSTEIN,S 5318 ADDINGTON CT CHARLOTTE NC 28270 $249,836.46
500062821 CHENGAPPA,HARAGA M &RAMAM 8663 PLUM HOLLOW POINT HOLLAND OH 43528 $290,074.16
500062822 EMANUEL,S JOSEPH &MARCIA 3351 STONEBRIDGE ROAD KETTERING OH 45419 $291,823.10
500062823 MEYERS,JASON B & DANIELLE 3 DRISCOLL COURT GAITHERSBURG MD 20878 $242,237.35
500062824 VALENTI,S 1862 BERKSHIRE CLUB DR CINCINNATI OH 45230 $269,818.83
500062825 CRABEL,S.E. 4820 43RD STREET N.W. WASHINGTON DC 26016 $228,842.40
500062826 CURTIS,W 3340 THORNTREE COURT ARLINGTON TX 76016 $237,598.39
500062827 TERRILL,J.W 622 CREEKBEND DRIVE MESQUITE TX 75149 $245,100.00
500062828 VANALLEN,F 529 OAK LANDING LN KNOXVILLE TN 37922 $262,000.00
500062829 KOLLER,K.B. 8401 KINTAIL DRIVE CHESTERFIELD VA 23838 $264,935.22
500062833 CHLODNEY,R.T. 4184 SAGEWOOD COURT GREENWOOD IN 46143 $271,458.27
500062834 FORSMAN,J.C. 1320 THUNDER RIDGE ROAD SANTA FE NM 87501 $633,625.69
500062839 BARTELL,MICHAEL E & SUSAN 12617 LAKE NORMANDY LANE FAIRFAX VA 22030 $254,815.44
500062844 LOCH,JEFFREY D&PAMELA J 34431 CAMINO CAPISTRANO DANA POINT CA 92629 $410,331.41
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500062820 DOBBERSTEIN,S 8.125 .250 7.875 .0400 7.835 11/01/2026
500062821 CHENGAPPA,HARAGA M &RAMAM 8.500 .250 8.250 .0400 8.210 11/01/2026
500062822 EMANUEL,S JOSEPH &MARCIA 8.500 .250 8.250 .0400 8.210 11/01/2026
500062823 MEYERS,JASON B & DANIELLE 8.000 .250 7.750 .0400 7.710 11/01/2026
500062824 VALENTI,S 8.000 .250 7.750 .0400 7.710 11/01/2026
500062825 CRABEL,S.E. 7.875 .250 7.625 .0400 7.585 11/01/2026
500062826 CURTIS,W 8.250 .250 8.000 .0400 7.960 11/01/2026
500062827 TERRILL,J.W 8.500 .250 8.250 .0400 8.210 12/01/2026
500062828 VANALLEN,F 8.000 .250 7.750 .0400 7.710 12/01/2026
500062829 KOLLER,K.B. 8.375 .250 8.125 .0400 8.085 11/01/2026
500062833 CHLODNEY,R.T. 7.750 .250 7.500 .0400 7.460 11/01/2026
500062834 FORSMAN,J.C. 8.625 .250 8.375 .0400 8.335 11/01/2026
500062839 BARTELL,MICHAEL E & SUSAN 7.625 .250 7.375 .0500 7.325 11/01/2026
500062844 LOCH,JEFFREY D&PAMELA J 8.125 .250 7.875 .0500 7.825 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500062820 DOBBERSTEIN,S 0916629 $1,856.25 12/01/1996 360
500062821 CHENGAPPA,HARAGA M &RAMAM 8421579 $2,231.77 12/01/1996 360
500062822 EMANUEL,S JOSEPH &MARCIA 8569750 $2,245.23 12/01/1996 360
500062823 MEYERS,JASON B & DANIELLE 857480 $1,778.65 12/01/1996 360
500062824 VALENTI,S 0916958 $1,981.17 1 12/01/1996 360
500062825 CRABEL,S.E. 8574821 $1,660.41 12/01/1996 360
500062826 CURTIS,W 8429413 $1,786.14 12/01/1996 360
500062827 TERRILL,J.W 8617137 $1,884.61 14 12/01/1996 360
500062828 VANALLEN,F 8437307 $1,922.47 12/01/1996 360
500062829 KOLLER,K.B. 111496 $2,014.96 14 12/01/1996 360
500062833 CHLODNEY,R.T. 111496 $1,946.14 12/01/1996 360
500062834 FORSMAN,J.C. 0917757 $4,931.19 12/01/1996 360
500062839 BARTELL,MICHAEL E & SUSAN 4057725 $1,804.88 12/01/1996 360
500062844 LOCH,JEFFREY D&PAMELA J 4045456 $3,048.70 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062820 DOBBERSTEIN,S $317,416.00 N
500062821 CHENGAPPA,HARAGA M &RAMAM $387,000.00 N
500062822 EMANUEL,S JOSEPH &MARCIA $365,000.00 N
500062823 MEYERS,JASON B & DANIELLE $303,000.00 N
500062824 VALENTI,S $300,000.00 N
500062825 CRABEL,S.E. $295,000.00 N
500062826 CURTIS,W $317,000.00 N
500062827 TERRILL,J.W $273,000.00 N
500062828 VANALLEN,F $332,000.00 N
500062829 KOLLER,K.B. $294,600.00 N
500062833 CHLODNEY,R.T. $339,614.00 N
500062834 FORSMAN,J.C. $1,100,000.00 N
500062839 BARTELL,MICHAEL E & SUSAN $325,000.00 N
500062844 LOCH,JEFFREY D&PAMELA J $513,277.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 15
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------------- ------------------------- ----------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
500062846 BUCKLEY,ROBERT A&JENNIFER 3389 ROSSI STREET LAFAYETTE CA 94549 $349,765.16
500062848 MCCRORY,ROBERT T&KARI A 1532 EAST MCGRAW STREET SEATTLE WA 98112 $319,795.95
500062849 BOKOCH,GARY M&JANET N 1044 QUAIL GARDENS COURT ENCINITAS CA 92024 $300,000.00
500062855 RIVAS,JOSE ALONZO & LISSE 890 VIA MARQUESA CAMARILLO CA 93012 $223,831.15
500062856 ALCASID,EDNA B 3421 VETERAN AVENUE LOS ANGELES CA 90034 $215,605.24
500062857 DELEON,MANUEL VELAZQUEZ & 556 PLAZA DEL CID CHULA VISTA CA 91910 $321,378.67
500062858 VASILESCU,FLORIN A & BUSH 13047 DICKENS STREET STUD LOS ANGELES CA 91604 $339,766.01
500062859 SUTTON,EARL JON & STACEY 12520 WATSONVILLE ROAD GILROY CA 95020 $235,849.51
500062860 BALL,LAWRENCE R 9 SAINT MALO BEACH STREET OCEANSIDE CA 92054 $375,760.23
500062861 NEYMAN,ALEX & INNA 11534 DONA EVITA DRIVE (S LOS ANGELES CA 91604 $419,738.95
500062862 GEORGES,JON & SANDOVAL,RO 2259 RONDA VISTA DRIVE LOS ANGELES CA 90027 $231,848.24
500062863 MCMANAMON,KEVIN & NATHALI 1536 COWPER COURT SAN JOSE CA 95120 $371,743.99
500062878 FEHLMAN,MARK L & ANNE M 1824 ALTURA PLACE SAN DIEGO CA 92103 $289,819.75
500062891 ENRIQUEZ,OSCAR R & SPINA, 5337 EAST APPIAN WAY LONG BEACH CA 90803 $247,338.10
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
500062846 BUCKLEY,ROBERT A&JENNIFER 8.000 .250 7.750 .0500 7.700 11/01/2026
500062848 MCCRORY,ROBERT T&KARI A 8.250 .250 8.000 .0500 7.950 11/01/2026
500062849 BOKOCH,GARY M&JANET N 8.000 .250 7.750 .0500 7.700 12/01/2026
500062855 RIVAS,JOSE ALONZO & LISSE 8.750 .250 8.500 .0500 8.450 11/01/2026
500062856 ALCASID,EDNA B 8.000 .250 7.750 .0500 7.700 11/01/2026
500062857 DELEON,MANUEL VELAZQUEZ & 7.875 .250 7.625 .0500 7.575 11/01/2026
500062858 VASILESCU,FLORIN A & BUSH 7.875 .250 7.625 .0500 7.575 11/01/2026
500062859 SUTTON,EARL JON & STACEY 8.250 .250 8.000 .0500 7.950 11/01/2026
500062860 BALL,LAWRENCE R 8.250 .250 8.000 .0500 7.950 11/01/2026
500062861 NEYMAN,ALEX & INNA 8.375 .250 8.125 .0500 8.075 11/01/2026
500062862 GEORGES,JON & SANDOVAL,RO 8.125 .250 7.875 .0500 7.825 11/01/2026
500062863 MCMANAMON,KEVIN & NATHALI 7.875 .250 7.625 .0500 7.575 11/01/2026
500062878 FEHLMAN,MARK L & ANNE M 8.375 .250 8.125 .0500 8.075 11/01/2026
500062891 ENRIQUEZ,OSCAR R & SPINA, 8.125 .250 7.875 .0500 7.825 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
500062846 BUCKLEY,ROBERT A&JENNIFER 4039053 $2,568.18 12/01/1996 360
500062848 MCCRORY,ROBERT T&KARI A 4048047 $2,404.06 12/01/1996 360
500062849 BOKOCH,GARY M&JANET N 4064580 $2,201.30 12/01/1996 360
500062855 RIVAS,JOSE ALONZO & LISSE 4034625 $1,761.90 12/01/1996 360
500062856 ALCASID,EDNA B 4035614 $1,583.10 12 12/01/1996 360
500062857 DELEON,MANUEL VELAZQUEZ & 4037172 $2,331.83 12/01/1996 360
500062858 VASILESCU,FLORIN A & BUSH 4038063 $2,465.24 12/01/1996 360
500062859 SUTTON,EARL JON & STACEY 4029328 $1,772.99 12/01/1996 360
500062860 BALL,LAWRENCE R 4040532 $2,824.77 12/01/1996 360
500062861 NEYMAN,ALEX & INNA 4029997 $3,192.31 12/01/1996 360
500062862 GEORGES,JON & SANDOVAL,RO 4026803 $1,722.60 12/01/1996 360
500062863 MCMANAMON,KEVIN & NATHALI 4031498 $2,697.26 12/01/1996 360
500062878 FEHLMAN,MARK L & ANNE M 4030979 $2,204.21 12/01/1996 360
500062891 ENRIQUEZ,OSCAR R & SPINA, 4058046 $1,837.69 12 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062846 BUCKLEY,ROBERT A&JENNIFER $575,000.00 N
500062848 MCCRORY,ROBERT T&KARI A $411,000.00 N
500062849 BOKOCH,GARY M&JANET N $418,150.00 N
500062855 RIVAS,JOSE ALONZO & LISSE $279,950.00 N
500062856 ALCASID,EDNA B $240,000.00 N
500062857 DELEON,MANUEL VELAZQUEZ & $402,000.00 N
500062858 VASILESCU,FLORIN A & BUSH $425,000.00 N
500062859 SUTTON,EARL JON & STACEY $372,500.00 N
500062860 BALL,LAWRENCE R $470,000.00 N
500062861 NEYMAN,ALEX & INNA $700,000.00 N
500062862 GEORGES,JON & SANDOVAL,RO $290,000.00 N
500062863 MCMANAMON,KEVIN & NATHALI $465,000.00 N
500062878 FEHLMAN,MARK L & ANNE M $362,500.00 N
500062891 ENRIQUEZ,OSCAR R & SPINA, $275,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 16
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- ----------------- ------------------------- ---------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
600042322 PHILIP V COLEMAN 12100 LONSDALE LANE ROSWELL GA 30075 $215,674.95
600052930 KRAUSHAAR "115 FOURTH, UNIT 5J" NEW YORK NY 10003 $298,945.31
600054947 FRITZEL 2019 HOGAN DRIVE LAWRENCE KS 66047 $449,197.23
600054948 REZA 3521 PLUMB HOUSTON TX 77005 $290,870.13
600054949 STEINGARD 6040 EAST LAUREL LANE SCOTTSDALE AZ 85254 $375,251.39
600054950 FREUND 3356 N DICKERSON STREET ARLINGTON VA 22207 $269,554.23
600054951 BOWDEN 105 KAREN PLACE WYCKOFF NJ 07481 $335,621.87
600054952 EDELMAN 11 FRED JAHN DR. FREEHOLD NJ 07728 $250,919.45
600054953 CAMPBELL 640 SURREY ROAD ELKHORN NE 68022 $499,036.92
600054954 CARLSON 7986 WINGED FOOT COURT PLEASANTON CA 94588 $368,562.73
600054956 HORROCKS 884 GRANADA LANE VACAVILLE CA 95688 $241,860.77
600054957 BIAGIOTTI 5569 WILLOW SPRINGS DRIVE MORRISON CO 80465 $299,422.14
600054958 STAAT 4620 GRAND CASTLE ST. LOUIS MO 63128 $294,001.03
600054959 GREENBERG 14324 PLATINUM DRIVE N. POTOMAC MD 20878 $261,868.27
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- ----------------- -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
600042322 PHILIP V COLEMAN 7.125 .250 6.875 .0500 6.825 08/01/2025
600052930 KRAUSHAAR 8.750 .250 8.500 .0500 8.450 06/01/2026
600054947 FRITZEL 8.625 .250 8.375 .0400 8.335 09/01/2026
600054948 REZA 8.875 .250 8.625 .0400 8.585 07/01/2026
600054949 STEINGARD 8.750 .250 8.500 .0400 8.460 09/01/2026
600054950 FREUND 9.000 .250 8.750 .0400 8.710 09/01/2026
600054951 BOWDEN 8.875 .250 8.625 .0400 8.585 10/01/2026
600054952 EDELMAN 8.250 .250 8.000 .0400 7.960 06/01/2026
600054953 CAMPBELL 8.250 .250 8.000 .0400 7.960 09/01/2026
600054954 CARLSON 8.625 .250 8.375 .0400 8.335 10/01/2026
600054956 HORROCKS 8.750 .250 8.500 .0400 8.460 11/01/2026
600054957 BIAGIOTTI 8.250 .250 8.000 .0400 7.960 09/01/2026
600054958 STAAT 8.875 .250 8.625 .0400 8.585 09/01/2026
600054959 GREENBERG 8.000 .250 7.750 .0400 7.710 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- ----------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
600042322 PHILIP V COLEMAN 4505655 $1,472.75 2 12/01/1996 360
600052930 KRAUSHAAR 2813681 $2,360.10 12/01/1996 360
600054947 FRITZEL 5051284 $3,500.05 12/01/1996 360
600054948 REZA 5066605 $2,320.90 18 12/01/1996 360
600054949 STEINGARD 5066619 $2,957.99 12/01/1996 360
600054950 FREUND 5066772 $2,172.48 12/01/1996 360
600054951 BOWDEN 5066954 $2,673.37 12/01/1996 360
600054952 EDELMAN 5066960 $1,892.44 7 12/01/1996 360
600054953 CAMPBELL 5067006 $3,756.33 12/01/1996 360
600054954 CARLSON 5067009 $2,870.04 18 12/01/1996 360
600054956 HORROCKS 5067038 $1,903.81 12/01/1996 360
600054957 BIAGIOTTI 5067044 $2,253.80 12/01/1996 360
600054958 STAAT 5067047 $2,343.17 18 12/01/1996 360
600054959 GREENBERG 5067055 $1,925.40 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- ----------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600042322 PHILIP V COLEMAN $242,900.00 N
600052930 KRAUSHAAR $428,000.00 N
600054947 FRITZEL $675,000.00 N
600054948 REZA $325,000.00 N
600054949 STEINGARD $475,000.00 N
600054950 FREUND $340,000.00 N
600054951 BOWDEN $420,000.00 N
600054952 EDELMAN $282,000.00 N
600054953 CAMPBELL $680,000.00 N
600054954 CARLSON $410,000.00 N
600054956 HORROCKS $335,000.00 N
600054957 BIAGIOTTI $425,000.00 N
600054958 STAAT $320,000.00 N
600054959 GREENBERG $328,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 17
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- ------------ ----------------------- ----------- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
600054960 MEISSNER 8114 PIMLICO LANE BOERNE TX 78006 $239,560.73
600054961 ELLIS 2 QUICK DRIVE HILLSBOROUG NJ 08853 $227,763.45
600054963 MUNYON 3400 SOUTH HABITAT LANE BOISE ID 83706 $346,932.25
600054964 IANNUCCI 123 PREAKNESS DRIVE MT. LAUREL NJ 08054 $251,462.97
600054965 DEAN 11001 OAKTON WOODS WAY OAKTON VA 22124 $279,594.10
600054966 CLAUNCH 15 VOSA HILL ROAD WESTFORD MA 01886 $254,665.25
600054967 CIABATTONI 510 AUGUSTA DRIVE SPRING TOWN PA 19608 $269,518.35
600054968 MORRISSEY 7098 TORREY STREET ARVADA CO 80007 $249,718.66
600054970 EHREN 6015 BAYVIEW DRIVE MUKILTEO WA 98275 $306,617.03
600054971 RAMSEY 2943 KINGSFORD SAN ANTONIO TX 78259 $249,270.28
600054972 MORGAREIDGE XXX ASHFORD COURT ORANGE PAR FL 32073 $251,455.06
600054973 WOODBURN 7094 BROADWAY TERRACE OAKLAND CA 94611 $423,162.28
600054974 SMOLSKIS 10406 HEBARD STREET KENSINGTON MD 20895 $219,310.07
600054975 LECLAIR 15119 BALLANTYNE COUNTRY CHARLOTTE NC 28277 $339,167.32
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- ------------ -------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
600054960 MEISSNER 8.500 .250 8.250 .0400 8.210 09/01/2026
600054961 ELLIS 8.875 .250 8.625 .0400 8.585 09/01/2026
600054963 MUNYON 8.000 .250 7.750 .0400 7.710 10/01/2026
600054964 IANNUCCI 7.750 .250 7.500 .0400 7.460 09/01/2026
600054965 DEAN 7.625 .250 7.375 .0400 7.335 10/01/2026
600054966 CLAUNCH 8.125 .250 7.875 .0400 7.835 10/01/2026
600054967 CIABATTONI 8.625 .250 8.375 .0400 8.335 09/01/2026
600054968 MORRISSEY 8.875 .250 8.625 .0400 8.585 10/01/2026
600054970 EHREN 8.375 .250 8.125 .0400 8.085 10/01/2026
600054971 RAMSEY 8.750 .250 8.500 .0400 8.460 07/01/2026
600054972 MORGAREIDGE 7.750 .250 7.500 .0400 7.460 09/01/2026
600054973 WOODBURN 8.125 .250 7.875 .0400 7.835 09/01/2026
600054974 SMOLSKIS 8.250 .250 8.000 .0400 7.960 11/01/2026
600054975 LECLAIR 8.500 .250 8.250 .0400 8.210 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- ------------ ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
600054960 MEISSNER 5067073 $1,845.39 12/01/1996 360
600054961 ELLIS 5067083 $1,815.26 18 12/01/1996 360
600054963 MUNYON 5067142 $2,549.10 18 12/01/1996 360
600054964 IANNUCCI 5067238 $1,805.36 15 12/01/1996 360
600054965 DEAN 5067244 $1,981.82 12/01/1996 360
600054966 CLAUNCH 5067260 $1,893.37 12/01/1996 360
600054967 CIABATTONI 5067413 $2,100.03 18 12/01/1996 360
600054968 MORRISSEY 5067414 $1,989.11 12/01/1996 360
600054970 EHREN 5067609 $2,333.42 2 12/01/1996 360
600054971 RAMSEY 5067711 $1,966.75 12 12/01/1996 360
600054972 MORGAREIDGE 5067951 $1,805.36 18 12/01/1996 360
600054973 WOODBURN 5067966 $3,148.19 12/01/1996 360
600054974 SMOLSKIS 5068187 $1,648.65 18 12/01/1996 360
600054975 LECLAIR 8407884 $2,614.31 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- ------------ ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054960 MEISSNER $303,000.00 N
600054961 ELLIS $255,000.00 N
600054963 MUNYON $390,000.00 N
600054964 IANNUCCI $280,000.00 N
600054965 DEAN $410,000.00 N
600054966 CLAUNCH $370,000.00 N
600054967 CIABATTONI $304,500.00 N
600054968 MORRISSEY $340,000.00 N
600054970 EHREN $324,000.00 N
600054971 RAMSEY $270,000.00 N
600054972 MORGAREIDGE $303,000.00 N
600054973 WOODBURN $530,000.00 N
600054974 SMOLSKIS $231,000.00 N
600054975 LECLAIR $476,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 18
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
--------- -------------------- ------------------------- ------------ ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
600054976 FISHSTEIN 9285 NESBIT LAKES DRIVE ALPHARETTA GA 30202 $229,198.17
600054977 GRANDAS 3133 EDGEWATER VIEW WOODBERRY MN 55125 $294,968.02
600054978 MILLER 9 BRIDLE PATH DRIVE NORTHBOROUG MA 01532 $256,724.20
600054979 WEIDMAN 4416 PRADEL DRIVE NAPERVILLE IL 60564 $224,354.19
600054980 DINE 12 BROOKVILLE HOLLOW ROAD DELAWARE TO NJ 08559 $220,344.27
600054981 JOHNSTON 25 BRANCHVILLE ROAD RIDGEFIELD CT 06877 $249,287.34
600054982 MORRISON 7 ARROWHEAD DRIVE MONROE CT 06468 $402,848.37
600054983 HOAGLAND 21321 CROWN LAKE DRIVE CORNELIUS NC 28031 $216,980.80
600054984 MCALPIN 3720 ASHFORD LEIGH COURT CHARLOTTE NC 28269 $219,474.85
600054985 RENZ 3673 SOUTH AGAVE WAY CHANDLER AZ 85248 $252,663.62
600054986 BURTON 1944 FOXHALL ROAD MCLEAN VA 22101 $271,088.66
600055590 KRUSE KENNETH A 11 PRINCETON OVAL FREEHOLD NJ 07728 $249,832.26
600055591 WALSH CHRISTOPHER G 12 ORCHARD ROAD FLORHAM PARK NJ 07932 $221,862.02
600055592 SAURO JR FRANK 12 GLEN VIEW DRIVE CLINTON NJ 08809 $303,820.52
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
--------- -------------------- ------- ----- ------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
600054976 FISHSTEIN 7.875 .250 7.625 .0400 7.585 07/01/2026
600054977 GRANDAS 7.875 .250 7.625 .0400 7.585 07/01/2026
600054978 MILLER 8.000 .250 7.750 .0400 7.710 07/01/2026
600054979 WEIDMAN 7.750 .250 7.500 .0400 7.460 08/01/2026
600054980 DINE 8.000 .250 7.750 .0400 7.710 08/01/2026
600054981 JOHNSTON 7.750 .250 7.500 .0400 7.460 08/01/2026
600054982 MORRISON 7.750 .250 7.500 .0400 7.460 08/01/2026
600054983 HOAGLAND 8.625 .250 8.375 .0400 8.335 08/01/2026
600054984 MCALPIN 8.625 .250 8.375 .0400 8.335 08/01/2026
600054985 RENZ 8.375 .250 8.125 .0400 8.085 08/01/2026
600054986 BURTON 8.375 .250 8.125 .0400 8.085 09/01/2026
600055590 KRUSE KENNETH A 8.000 .250 7.750 .0400 7.710 11/01/2026
600055591 WALSH CHRISTOPHER G 8.375 .250 8.125 .0400 8.085 11/01/2026
600055592 SAURO JR FRANK 8.625 .250 8.375 .0400 8.335 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
--------- -------------------- ---------- --------- -- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
600054976 FISHSTEIN 8409266 $1,667.66 12/01/1996 360
600054977 GRANDAS 8409269 $2,146.21 12/01/1996 360
600054978 MILLER 8409360 $1,890.18 12/01/1996 360
600054979 WEIDMAN 8409566 $1,611.93 18 12/01/1996 360
600054980 DINE 8409600 $1,624.55 18 12/01/1996 360
600054981 JOHNSTON 8409654 $1,791.03 12/01/1996 360
600054982 MORRISON 8409697 $2,894.31 12/01/1996 360
600054983 HOAGLAND 8409866 $1,691.69 12/01/1996 360
600054984 MCALPIN 8410159 $1,711.14 12/01/1996 360
600054985 RENZ 8410208 $1,925.26 12/01/1996 360
600054986 BURTON 8410239 $2,067.40 12/01/1996 360
600055590 KRUSE KENNETH A 1101190405 $1,834.41 12/01/1996 360
600055591 WALSH CHRISTOPHER G 1101197517 $1,687.36 12/01/1996 360
600055592 SAURO JR FRANK 1101200269 $2,364.48 15 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
--------- -------------------- ---- ----- ---- ------ ------ ------ ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054976 FISHSTEIN $352,000.00 N
600054977 GRANDAS $370,000.00 N
600054978 MILLER $325,000.00 N
600054979 WEIDMAN $258,000.00 N
600054980 DINE $246,000.00 N
600054981 JOHNSTON $398,000.00 N
600054982 MORRISON $505,000.00 N
600054983 HOAGLAND $272,000.00 N
600054984 MCALPIN $310,000.00 N
600054985 RENZ $320,000.00 N
600054986 BURTON $340,000.00 N
600055590 KRUSE KENNETH A $451,315.00 N
600055591 WALSH CHRISTOPHER G $278,000.00 N
600055592 SAURO JR FRANK $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 19
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055594 ZELOUF YOUSEF 19 CHERRY LANE KINGS POINT NY 11024 $649,606.23
600055595 MEHTA ANISHA 56 VANDERVEER DRIVE BASKING RIDGE NJ 07920 $349,765.15
600055598 DILEMME PHILIP 119 STONEWALL CIRCLE WEST HARRISON NY 10604 $297,156.41
600055605 GOLDSTEIN STEVEN 210 EAST WALK SALTAIRE NY 11706 $409,376.26
600055606 SANTA LESLIE 350 EAST 72ND STREET NEW YORK NY 10021 $499,351.83
600055607 BRAKMAN III WILLIAM 32 BAYNE STREET NORWALK CT 06851 $281,429.40
600055608 WILLIAMSON JOHN R 1665 RUSSELL ROAD PAOLI PA 19301 $315,808.56
600055609 BALLE JR DEE 3800 EAST LINCOLN DRIVE PHOENIX AZ 85018 $429,050.24
600055611 JOHNSON DENNIS J 7217 EL MANOR AVENUE LOS ANGELES CA 90045 $307,803.60
600055613 ROSE MICHAEL E 13656 OAK CANYON AVENUE SHERMAN OAKS CA 91423 $237,440.58
600055614 BERGER MICHAEL J 1726 LITTLE BEAR DRIVE LONGMONT CO 80501 $214,973.00
600055615 GOMEZ JOSEPH R 2310 GRANADA BLVD CORAL GABLES FL 33134 $289,528.96
600055617 SANDERSON MARLIE J 5132 NW 62ND TERRACE GAINESVILLE FL 32606 $255,641.01
600055618 HARRISON ANDREW 331 FOREST STREET DENVER CO 80220 $422,123.69
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055594 ZELOUF YOUSEF 8.500 .250 8.250 .0400 8.210 11/01/2026
600055595 MEHTA ANISHA 8.000 .250 7.750 .0400 7.710 11/01/2026
600055598 DILEMME PHILIP 8.750 .250 8.500 .0400 8.460 10/01/2026
600055605 GOLDSTEIN STEVEN 9.000 .250 8.750 .0400 8.710 11/01/2026
600055606 SANTA LESLIE 9.000 .250 8.750 .0400 8.710 10/01/2026
600055607 BRAKMAN III WILLIAM 8.500 .250 8.250 .0400 8.210 11/01/2026
600055608 WILLIAMSON JOHN R 8.500 .250 8.250 .0400 8.210 11/01/2026
600055609 BALLE JR DEE 8.250 .250 8.000 .0400 7.960 10/01/2026
600055611 JOHNSON DENNIS J 8.250 .250 8.000 .0400 7.960 11/01/2026
600055613 ROSE MICHAEL E 8.000 .250 7.750 .0400 7.710 11/01/2026
600055614 BERGER MICHAEL J 8.625 .250 8.375 .0400 8.335 11/01/2026
600055615 GOMEZ JOSEPH R 8.625 .250 8.375 .0400 8.335 11/01/2026
600055617 SANDERSON MARLIE J 8.375 .250 8.125 .0400 8.085 11/01/2026
600055618 HARRISON ANDREW 8.125 .250 7.875 .0400 7.835 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055594 ZELOUF YOUSEF 1106013258 $4,997.94 12/01/1996 360
600055595 MEHTA ANISHA 1106017496 $2,568.18 12/01/1996 360
600055598 DILEMME PHILIP 1111057729 $2,340.44 12/01/1996 360
600055605 GOLDSTEIN STEVEN 1111063969 $3,295.74 12/01/1996 360
600055606 SANTA LESLIE 1111065160 $4,022.31 12/01/1996 360
600055607 BRAKMAN III WILLIAM 1111065330 $2,165.27 12/01/1996 360
600055608 WILLIAMSON JOHN R 1161224913 $2,429.77 12/01/1996 360
600055609 BALLE JR DEE 1203003453 $3,227.44 12/01/1996 360
600055611 JOHNSON DENNIS J 1234001500 $2,313.90 12/01/1996 360
600055613 ROSE MICHAEL E 1245002118 $1,743.42 12/01/1996 360
600055614 BERGER MICHAEL J 1272083190 $1,673.03 12/01/1996 360
600055615 GOMEZ JOSEPH R 1311270989 $2,253.26 14 12/01/1996 360
600055617 SANDERSON MARLIE J 1322012781 $1,944.26 12/01/1996 360
600055618 HARRISON ANDREW 1463002623 $3,136.31 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055594 ZELOUF YOUSEF $1,237,500.00 N
600055595 MEHTA ANISHA $498,492.00 N
600055598 DILEMME PHILIP $425,000.00 N
600055605 GOLDSTEIN STEVEN $512,050.00 N
600055606 SANTA LESLIE $900,000.00 N
600055607 BRAKMAN III WILLIAM $352,000.00 N
600055608 WILLIAMSON JOHN R $395,000.00 N
600055609 BALLE JR DEE $537,000.00 N
600055611 JOHNSON DENNIS J $385,000.00 N
600055613 ROSE MICHAEL E $297,000.00 N
600055614 BERGER MICHAEL J $268,900.00 N
600055615 GOMEZ JOSEPH R $305,000.00 N
600055617 SANDERSON MARLIE J $319,798.00 N
600055618 HARRISON ANDREW $528,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 20
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055619 NIERRAS J ANTONIO 1528 BALBOA WAY BURLINGAME CA 94010 $288,824.92
600055620 GOWER PATRICIA L 245 EATON ROAD SAN MATEO CA 94402 $299,808.70
600055622 MILLER DAVID J 20 DEER RIDGE ROAD MOUNT KISCO NY 10549 $262,636.81
600055623 GIUSTINIANO GARY 10 CASTLE COURT NESCONSET NY 11767 $237,578.89
600055624 BOGEN STEVEN 3 STELLA LANE PLEASANTVILLE NY 10570 $417,437.19
600055626 SCIORTINO JAMES M 1240 DANIELS FARM ROAD TRUMBULL CT 06611 $267,682.40
600055627 BAUCKHAM WILLIAM L 4 GRANITE BROOK DRIVE GRANITE SPRINGS NY 10527 $223,867.75
600055628 DICPINIGAITIS PETER V 97 BYRAM RIDGE ROAD ARMONK NY 10504 $319,790.68
600055629 SOBEL MARK 21 ALICE AVENUE MERRICK NY 11566 $283,424.50
600055630 ROSELIN PHILLIP 118 STOCKTON BLVD SEA GIRT NJ 08750 $249,680.06
600055631 ATIYEH AHMAD M 4415 LORAINE LANE BETHLEHEM PA 18017 $219,046.74
600055636 COTRONE VINCENT 3159 LEE PLACE BELLEMORE NY 11710 $249,696.03
600055637 BAHADUR GOKUL A 20 DRUID HILL DRIVE PARSIPPANY NJ 07054 $232,452.16
600055639 MARTIN PAUL DOUGLAS 104 SMITH RIDGE ROAD SOUTH SALEM NY 10590 $214,939.04
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055619 NIERRAS J ANTONIO 8.500 .250 8.250 .0400 8.210 11/01/2026
600055620 GOWER PATRICIA L 8.250 .250 8.000 .0400 7.960 11/01/2026
600055622 MILLER DAVID J 9.250 .250 9.000 .0400 8.960 09/01/2026
600055623 GIUSTINIANO GARY 8.000 .250 7.750 .0400 7.710 10/01/2026
600055624 BOGEN STEVEN 8.000 .250 7.750 .0400 7.710 10/01/2026
600055626 SCIORTINO JAMES M 8.625 .250 8.375 .0400 8.335 10/01/2026
600055627 BAUCKHAM WILLIAM L 8.625 .250 8.375 .0400 8.335 11/01/2026
600055628 DICPINIGAITIS PETER V 8.125 .250 7.875 .0400 7.835 11/01/2026
600055629 SOBEL MARK 8.000 .250 7.750 .0400 7.710 09/01/2026
600055630 ROSELIN PHILLIP 8.250 .250 8.000 .0400 7.960 10/01/2026
600055631 ATIYEH AHMAD M 8.750 .250 8.500 .0400 8.460 10/01/2026
600055636 COTRONE VINCENT 8.500 .250 8.250 .0400 8.210 10/01/2026
600055637 BAHADUR GOKUL A 8.250 .250 8.000 .0400 7.960 10/01/2026
600055639 MARTIN PAUL DOUGLAS 9.000 .250 8.750 .0400 8.710 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055619 NIERRAS J ANTONIO 1481002567 $2,222.16 12/01/1996 360
600055620 GOWER PATRICIA L 1489001670 $2,253.80 12/01/1996 360
600055622 MILLER DAVID J 1500240629 $2,164.87 14 12/01/1996 360
600055623 GIUSTINIANO GARY 1500240833 $1,746.36 12/01/1996 360
600055624 BOGEN STEVEN 1500241938 $3,067.14 12/01/1996 360
600055626 SCIORTINO JAMES M 1500243037 $2,084.48 12/01/1996 360
600055627 BAUCKHAM WILLIAM L 1500246013 $1,742.25 12/01/1996 360
600055628 DICPINIGAITIS PETER V 1500246400 $2,375.99 12/01/1996 360
600055629 SOBEL MARK 1500246603 $2,083.89 12/01/1996 360
600055630 ROSELIN PHILLIP 1500249204 $1,878.17 12/01/1996 360
600055631 ATIYEH AHMAD M 1500249419 $1,725.23 2 12/01/1996 360
600055636 COTRONE VINCENT 1500252333 $1,922.28 12/01/1996 360
600055637 BAHADUR GOKUL A 1500254372 $1,748.57 2 12/01/1996 360
600055639 MARTIN PAUL DOUGLAS 1500257439 $1,731.35 2 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055619 NIERRAS J ANTONIO $439,000.00 N
600055620 GOWER PATRICIA L $672,500.00 N
600055622 MILLER DAVID J $277,000.00 N
600055623 GIUSTINIANO GARY $298,000.00 N
600055624 BOGEN STEVEN $522,500.00 N
600055626 SCIORTINO JAMES M $430,000.00 N
600055627 BAUCKHAM WILLIAM L $280,000.00 N
600055628 DICPINIGAITIS PETER V $430,000.00 N
600055629 SOBEL MARK $355,000.00 N
600055630 ROSELIN PHILLIP $350,000.00 N
600055631 ATIYEH AHMAD M $230,900.00 N
600055636 COTRONE VINCENT $342,500.00 N
600055637 BAHADUR GOKUL A $245,000.00 N
600055639 MARTIN PAUL DOUGLAS $226,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 21
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055640 GRAF THOMAS 73 ORCHARD PLACE GREENWICH CT 06830 $299,822.88
600055641 JAFFE GILBERT I 485 HARBOR ROAD COLD SPRINGS HA NY 11724 $259,850.41
600055642 STUART MICHAEL O 17844 GRAND CYPRESS CRE BATON ROUGE LA 70810 $359,787.46
600055643 NATHAN MARC W 1509 WOODWARD COURT BRENTWOOD TN 37027 $374,594.94
600055644 THORNE JR EDWIN 1005 MANSION RIDGE ROAD SANTA FE NM 87501 $498,577.60
600055645 LINT RON J 1216 POWDER RIVER TRAIL SOUTHLAKE TX 76092 $216,736.15
600055647 PETERSON BRETT D 12805 NEW PARKLAND DRIV HERNDON VA 22071 $231,710.59
600055649 CUESTA JUAN A 625 SEVILLA AVENUE CORAL GABELS FL 33125 $296,088.19
600055650 NIEDENTHAL MICHAEL J 1124 E 1284 ROAD LAWRENCE KS 66047 $224,608.80
600055651 DAUZAT MICHEL P 4412 W 150TH STREET LEAWOOD KS 66224 $281,201.21
600055652 MCGRATH MICHAEL G 3052 MARILYN WAY SANTA BARBARA CA 93105 $227,715.59
600055653 COPP CLIFFORD 880 17TH AVENUE SOUTH NAPLES FL 34102 $349,793.36
600055654 BILLINGS STEVEN P 9980 NW WINDOVER DRIVE FARLEY E MO 64028 $479,431.18
600055655 RAY DUANE 11709 W 138TH STREET OVERLAND PARK KS 66221 $220,082.08
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055640 GRAF THOMAS 8.625 .250 8.375 .0400 8.335 11/01/2026
600055641 JAFFE GILBERT I 8.750 .250 8.500 .0400 8.460 11/01/2026
600055642 STUART MICHAEL O 8.625 .250 8.375 .0400 8.335 11/01/2026
600055643 NATHAN MARC W 8.000 .250 7.750 .0400 7.710 10/01/2026
600055644 THORNE JR EDWIN 8.875 .250 8.625 .0400 8.585 07/01/2026
600055645 LINT RON J 8.500 .250 8.250 .0400 8.210 10/01/2026
600055647 PETERSON BRETT D 8.375 .250 8.125 .0400 8.085 10/01/2026
600055649 CUESTA JUAN A 9.000 .250 8.750 .0400 8.710 11/01/2026
600055650 NIEDENTHAL MICHAEL J 8.750 .250 8.500 .0400 8.460 09/01/2026
600055651 DAUZAT MICHEL P 7.750 .250 7.500 .0400 7.460 10/01/2026
600055652 MCGRATH MICHAEL G 8.375 .250 8.125 .0400 8.085 10/01/2026
600055653 COPP CLIFFORD 8.625 .250 8.375 .0400 8.335 11/01/2026
600055654 BILLINGS STEVEN P 8.625 .250 8.375 .0400 8.335 10/01/2026
600055655 RAY DUANE 8.500 .250 8.250 .0400 8.210 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055640 GRAF THOMAS 1500258996 $2,333.37 12/01/1996 360
600055641 JAFFE GILBERT I 1500260885 $2,045.42 12/01/1996 360
600055642 STUART MICHAEL O 1502027032 $2,800.04 12/01/1996 360
600055643 NATHAN MARC W 1502046627 $2,752.36 18 12/01/1996 360
600055644 THORNE JR EDWIN 1504050545 $3,978.22 12/01/1996 360
600055645 LINT RON J 1504066160 $1,668.54 12 12/01/1996 360
600055647 PETERSON BRETT D 1504075874 $1,763.37 12/01/1996 360
600055649 CUESTA JUAN A 1504077927 $2,383.69 12/01/1996 360
600055650 NIEDENTHAL MICHAEL J 1505052637 $1,770.08 12/01/1996 360
600055651 DAUZAT MICHEL P 1505056070 $2,017.42 12/01/1996 360
600055652 MCGRATH MICHAEL G 1505058735 $1,732.96 12/01/1996 360
600055653 COPP CLIFFORD 1505060045 $2,722.27 12/01/1996 360
600055654 BILLINGS STEVEN P 1505063972 $3,733.39 12/01/1996 360
600055655 RAY DUANE 1505901998 $1,694.30 18 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055640 GRAF THOMAS $400,000.00 N
600055641 JAFFE GILBERT I $325,000.00 N
600055642 STUART MICHAEL O $450,000.00 N
600055643 NATHAN MARC W $416,798.00 N
600055644 THORNE JR EDWIN $1,250,000.00 N
600055645 LINT RON J $230,739.00 N
600055647 PETERSON BRETT D $290,000.00 N
600055649 CUESTA JUAN A $395,000.00 N
600055650 NIEDENTHAL MICHAEL J $288,500.00 N
600055651 DAUZAT MICHEL P $352,000.00 N
600055652 MCGRATH MICHAEL G $295,000.00 N
600055653 COPP CLIFFORD $625,000.00 N
600055654 BILLINGS STEVEN P $600,000.00 N
600055655 RAY DUANE $244,871.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 22
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055656 ALLISON BRAD B 704 NORTH FULGHAM ROAD VISALIA CA 93291 $215,730.54
600055657 CHIN SERGIO K 5004 RAVEN WAY CLAYTON CA 94517 $243,852.84
600055658 KELLER WALTER R 4812 SANDPOINT ROAD NOR ALBUQUERQUE NM 87114 $236,138.69
600055659 BLACKFORD TRACY 2917 HIDDEN HILLS CIRCL CORONA CA 91720 $279,909.24
600055660 KINNEAR KENNETH E 21716 139TH AVENUE SOUT KENT WA 98032 $331,117.17
600055662 KLASKY ARLENE 2492 MANDEVILLE CANYON LOS ANGELES CA 90049 $861,529.36
600055663 BELL JR THOMAS 2042 VISTA AVENUE ARCADIA CA 91006 $349,606.11
600055664 OGALDE JULIAN 1124 TOWER ROAD BEVERLY HILLS CA 90210 $399,549.84
600055665 FENNESSY MICHAEL J 801 HENLEY DRIVE BIRMINGHAM MI 48009 $349,585.24
600055666 SHETTY SUDHAKAR S 7408 MERCER TERRACE DRI MERCER ISLAND WA 98040 $269,663.18
600055667 MENZ DAVID P 7521 SE 40TH STREET MERCER ISLAND WA 98040 $220,724.32
600055669 COOK DONALD 2804 BRITTAN AVENUE SAN CARLOS CA 94070 $287,631.44
600055672 WITSMAN GARY R 7810 WOODRIDGE DRIVE GAINESVILLE VA 22065 $224,759.61
600055674 FUGIT LINDA W 5221 SAGECIRCLE NORTH HOUSTON TX 77056 $219,725.56
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055656 ALLISON BRAD B 8.375 .250 8.125 .0400 8.085 10/01/2026
600055657 CHIN SERGIO K 8.500 .250 8.250 .0400 8.210 09/01/2026
600055658 KELLER WALTER R 8.750 .250 8.500 .0400 8.460 09/01/2026
600055659 BLACKFORD TRACY 8.500 .250 8.250 .0400 8.210 10/01/2026
600055660 KINNEAR KENNETH E 8.750 .250 8.500 .0400 8.460 10/01/2026
600055662 KLASKY ARLENE 8.875 .250 8.625 .0400 8.585 10/01/2026
600055663 BELL JR THOMAS 8.875 .250 8.625 .0400 8.585 10/01/2026
600055664 OGALDE JULIAN 8.875 .250 8.625 .0400 8.585 10/01/2026
600055665 FENNESSY MICHAEL J 8.625 .250 8.375 .0400 8.335 10/01/2026
600055666 SHETTY SUDHAKAR S 8.375 .250 8.125 .0400 8.085 10/01/2026
600055667 MENZ DAVID P 8.375 .250 8.125 .0400 8.085 10/01/2026
600055669 COOK DONALD 8.250 .250 8.000 .0400 7.960 10/01/2026
600055672 WITSMAN GARY R 9.125 .250 8.875 .0400 8.835 10/01/2026
600055674 FUGIT LINDA W 8.375 .250 8.125 .0400 8.085 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055656 ALLISON BRAD B 1506150562 $1,641.76 12 12/01/1996 360
600055657 CHIN SERGIO K 1506153436 $1,878.46 12/01/1996 360
600055658 KELLER WALTER R 1506154687 $1,860.95 2 12/01/1996 360
600055659 BLACKFORD TRACY 1506158305 $2,154.88 12 12/01/1996 360
600055660 KINNEAR KENNETH E 1506159476 $2,607.91 12/01/1996 360
600055662 KLASKY ARLENE 1506162062 $6,862.44 12/01/1996 360
600055663 BELL JR THOMAS 1506163258 $2,784.76 12/01/1996 360
600055664 OGALDE JULIAN 1506910542 $3,182.58 12/01/1996 360
600055665 FENNESSY MICHAEL J 1507174930 $2,722.26 12/01/1996 360
600055666 SHETTY SUDHAKAR S 1507179220 $2,052.20 12/01/1996 360
600055667 MENZ DAVID P 1507179231 $1,679.76 12/01/1996 360
600055669 COOK DONALD 1507184606 $2,163.65 12/01/1996 360
600055672 WITSMAN GARY R 1507191816 $1,830.68 12/01/1996 360
600055674 FUGIT LINDA W 1509947811 $1,672.16 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055656 ALLISON BRAD B $240,000.00 N
600055657 CHIN SERGIO K $305,424.00 N
600055658 KELLER WALTER R $249,000.00 N
600055659 BLACKFORD TRACY $295,000.00 N
600055660 KINNEAR KENNETH E $510,000.00 N
600055662 KLASKY ARLENE $1,150,000.00 N
600055663 BELL JR THOMAS $485,000.00 N
600055664 OGALDE JULIAN $850,000.00 N
600055665 FENNESSY MICHAEL J $490,000.00 N
600055666 SHETTY SUDHAKAR S $360,000.00 N
600055667 MENZ DAVID P $277,400.00 N
600055669 COOK DONALD $360,000.00 N
600055672 WITSMAN GARY R $300,000.00 N
600055674 FUGIT LINDA W $275,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 23
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055675 VOSVICK DAVID L 5925 WHITTINGDON PLACE PLANO TX 75093 $225,448.62
600055676 LOPEZ RUFINO F 24201 SW 192 AVENUE HOMESTEAD FL 33030 $498,438.43
600055677 KELLERJR HENRY A 10680 RIO HERMOSO DELRAY BEACH FL 33446 $399,525.98
600055678 CATALL BERNARD M 545 TREYBURN VIEW ALPHARETTA GA 30201 $283,927.33
600055680 GARVEY CHRISTOPHER J 1149 FAIR WAY GARDENS ATLANTA GA 30319 $272,289.14
600055682 SCHAIR RICHARD W 5592 COURT SPRINGS ROAD GAINESVILLE GA 30506 $291,271.84
600055683 CIRA DARRELL J 3452 BRIDLE TRAIL MARIETTA GA 30067 $278,651.97
600055685 RODONI CAROL J 5917 KILARNEY CIRCLE SAN JOSE CA 95138 $427,505.71
600055686 MCDONNELL KEVIN J 4562 OJAI LOOP UNION CITY CA 94587 $254,282.41
600055687 WORDEN JOHN S 91 CAROLYN COURT LAFAYETTE CA 94549 $251,443.90
600055688 MILLER LARRY A 8965 SOUTH FORREST DRIV HIGHLANDS RANCH CO 80126 $226,060.32
600055689 COOK MICHAEL J 3900 MOUNTAIN MEADOW JACKSON WY 83001 $259,707.40
600055690 WILL SR DANIEL 6599 HIGHWAY 66 LONGMONT CO 80504 $367,596.47
600055691 FLANERY TIMOTHY W 1243 EAST BOGEY DRIVE FRUIT HEIGHTS UT 84037 $291,653.96
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055675 VOSVICK DAVID L 8.000 .250 7.750 .0400 7.710 11/01/2026
600055676 LOPEZ RUFINO F 8.875 .250 8.625 .0400 8.585 10/01/2026
600055677 KELLERJR HENRY A 8.625 .250 8.375 .0400 8.335 10/01/2026
600055678 CATALL BERNARD M 8.375 .250 8.125 .0400 8.085 09/01/2026
600055680 GARVEY CHRISTOPHER J 8.625 .250 8.375 .0400 8.335 11/01/2026
600055682 SCHAIR RICHARD W 8.875 .250 8.625 .0400 8.585 10/01/2026
600055683 CIRA DARRELL J 8.375 .250 8.125 .0400 8.085 10/01/2026
600055685 RODONI CAROL J 8.750 .250 8.500 .0400 8.460 10/01/2026
600055686 MCDONNELL KEVIN J 8.375 .250 8.125 .0400 8.085 10/01/2026
600055687 WORDEN JOHN S 8.500 .250 8.250 .0400 8.210 10/01/2026
600055688 MILLER LARRY A 8.250 .250 8.000 .0400 7.960 10/01/2026
600055689 COOK MICHAEL J 8.875 .250 8.625 .0400 8.585 10/01/2026
600055690 WILL SR DANIEL 9.000 .250 8.750 .0400 8.710 10/01/2026
600055691 FLANERY TIMOTHY W 8.625 .250 8.375 .0400 8.335 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>
600055675 VOSVICK DAVID L 1509948552 $1,655.38 1 12/01/1996 360
600055676 LOPEZ RUFINO F 1511018189 $3,970.27 18 12/01/1996 360
600055677 KELLERJR HENRY A 1511028105 $3,111.16 12/01/1996 360
600055678 CATALL BERNARD M 1511043867 $2,166.21 12/01/1996 360
600055680 GARVEY CHRISTOPHER J 1511053270 $2,119.09 12/01/1996 360
600055682 SCHAIR RICHARD W 1511056406 $2,320.10 12/01/1996 360
600055683 CIRA DARRELL J 1511056891 $2,120.60 2 12/01/1996 360
600055685 RODONI CAROL J 1512024427 $3,367.08 12/01/1996 360
600055686 MCDONNELL KEVIN J 1512034114 $1,935.14 18 12/01/1996 360
600055687 WORDEN JOHN S 1512036255 $1,935.74 1 12/01/1996 360
600055688 MILLER LARRY A 1513060029 $1,700.50 12 12/01/1996 360
600055689 COOK MICHAEL J 1513062400 $2,068.68 12/01/1996 360
600055690 WILL SR DANIEL 1513062614 $2,961.01 12/01/1996 360
600055691 FLANERY TIMOTHY W 1513067924 $2,271.15 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055675 VOSVICK DAVID L $237,500.00 N
600055676 LOPEZ RUFINO F $599,000.00 N
600055677 KELLERJR HENRY A $625,000.00 N
600055678 CATALL BERNARD M $399,550.00 N
600055680 GARVEY CHRISTOPHER J $360,000.00 N
600055682 SCHAIR RICHARD W $635,000.00 N
600055683 CIRA DARRELL J $310,000.00 N
600055685 RODONI CAROL J $535,000.00 N
600055686 MCDONNELL KEVIN J $268,000.00 N
600055687 WORDEN JOHN S $265,000.00 N
600055688 MILLER LARRY A $238,308.00 N
600055689 COOK MICHAEL J $325,000.00 N
600055690 WILL SR DANIEL $460,000.00 N
600055691 FLANERY TIMOTHY W $370,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 24
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055692 VEATCH JOEL R 203 CURTIS HILL ROAD CHEHALIS WA 98532 $255,696.63
600055693 HILL RICHARD O 903 LIVE OAK RIDGE AUSTIN TX 78746 $351,560.91
600055694 WALTER CRAIG A 917 EDGEMEER LANE SOUTHLAKE TX 76092 $232,958.78
600055695 LEE HUN KI 624 HOBART AVENUE SAN MATEO CA 94402 $343,581.72
600055696 PADMANABHAN RAMESH 1225 ST JOSEPH AVENUE LOS ALTOS CA 95024 $535,729.32
600055698 GOODWIN JAMES W 125 VICKSBURG STREET SAN FRANCISCO CA 94114 $475,968.82
600055699 BRUEHL ANTON 1631 HYDE STREET SAN FRANCISCO CA 94109 $479,757.60
600055700 TUCKER WILLIAM PAUL 5427 VILLAWOOD CIRCLE CALABASAS AREA CA 91302 $623,260.53
600055701 DULLAGHAN JOHN P 1086 EAST MARIPOSA STRE ALTADENA AREA CA 91001 $232,481.20
600055702 NGUYEN DIEP KIM 15 VETRINA IRVINE CA 92606 $279,589.29
600055703 WILLIAMS ROSALIND 2520 23RD STREET NEWPORT BEACH CA 92660 $303,620.78
600055704 KRUSSMAN MICHAEL B 2057 PORT BRISTOL CIRCL NEWPORT BEACH CA 92660 $449,480.29
600055705 PATCHETT CLAYTON E 423 LAKEVIEW ROAD PASADENA CA 91105 $649,229.72
600055706 PERCIVAL JOE WILLIAM 56 LAGUNITA DRIVE LAGUNA BEACH CA 92651 $399,757.67
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055692 VEATCH JOEL R 8.625 .250 8.375 .0400 8.335 10/01/2026
600055693 HILL RICHARD O 8.375 .250 8.125 .0400 8.085 10/01/2026
600055694 WALTER CRAIG A 8.500 .250 8.250 .0400 8.210 11/01/2026
600055695 LEE HUN KI 8.500 .250 8.250 .0400 8.210 10/01/2026
600055696 PADMANABHAN RAMESH 9.375 .250 9.125 .0400 9.085 11/01/2026
600055698 GOODWIN JAMES W 8.625 .250 8.375 .0400 8.335 11/01/2026
600055699 BRUEHL ANTON 9.375 .250 9.125 .0400 9.085 11/01/2026
600055700 TUCKER WILLIAM PAUL 8.625 .250 8.375 .0400 8.335 10/01/2026
600055701 DULLAGHAN JOHN P 8.750 .250 8.500 .0400 8.460 10/01/2026
600055702 NGUYEN DIEP KIM 8.250 .250 8.000 .0400 7.960 10/01/2026
600055703 WILLIAMS ROSALIND 8.375 .250 8.125 .0400 8.085 10/01/2026
600055704 KRUSSMAN MICHAEL B 8.750 .250 8.500 .0400 8.460 10/01/2026
600055705 PATCHETT CLAYTON E 8.625 .250 8.375 .0400 8.335 10/01/2026
600055706 PERCIVAL JOE WILLIAM 8.500 .250 8.250 .0400 8.210 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055692 VEATCH JOEL R 1513069089 $1,991.14 12/01/1996 360
600055693 HILL RICHARD O 1520002601 $2,675.45 12/01/1996 360
600055694 WALTER CRAIG A 1525001457 $1,792.34 12/01/1996 360
600055695 LEE HUN KI 1561336288 $2,645.07 12/01/1996 360
600055696 PADMANABHAN RAMESH 1561336776 $4,458.18 12/01/1996 360
600055698 GOODWIN JAMES W 1561337203 $3,704.23 12/01/1996 360
600055699 BRUEHL ANTON 1561337815 $3,992.40 12/01/1996 360
600055700 TUCKER WILLIAM PAUL 1562161940 $4,853.41 12/01/1996 360
600055701 DULLAGHAN JOHN P 1562164519 $1,831.05 12 12/01/1996 360
600055702 NGUYEN DIEP KIM 1562164723 $2,105.43 12/01/1996 360
600055703 WILLIAMS ROSALIND 1562165238 $2,310.62 12/01/1996 360
600055704 KRUSSMAN MICHAEL B 1562166172 $3,540.16 12/01/1996 360
600055705 PATCHETT CLAYTON E 1562167506 $5,055.64 12/01/1996 360
600055706 PERCIVAL JOE WILLIAM 1562168076 $3,075.66 12 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055692 VEATCH JOEL R $320,000.00 N
600055693 HILL RICHARD O $510,000.00 N
600055694 WALTER CRAIG A $291,398.00 N
600055695 LEE HUN KI $430,000.00 N
600055696 PADMANABHAN RAMESH $670,000.00 N
600055698 GOODWIN JAMES W $635,000.00 N
600055699 BRUEHL ANTON $610,000.00 N
600055700 TUCKER WILLIAM PAUL $780,000.00 N
600055701 DULLAGHAN JOHN P $245,000.00 N
600055702 NGUYEN DIEP KIM $373,700.00 N
600055703 WILLIAMS ROSALIND $380,000.00 N
600055704 KRUSSMAN MICHAEL B $645,000.00 N
600055705 PATCHETT CLAYTON E $850,000.00 N
600055706 PERCIVAL JOE WILLIAM $475,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 25
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055707 RAMBEAU OBIE R 223 VIA NICE NEWPORT BEACH CA 92663 $419,745.56
600055708 LOE DAVID GREGORY 4312 4314 UNIVERSITY DALLAS TX 75205 $256,188.12
600055710 ZEUTZIUS JOSEPH A 10 WESTELM GARDEN SAN ANTONIO TX 78230 $244,809.56
600055713 BRUCE JAMES G 5530 SW WOODS COURT PORTLAND OR 97221 $379,757.68
600055718 RINO JR JOSEPH 6432 LANDMARK DRIVE ALEXANDRIA LA 71303 $259,547.92
600055721 PORTMAN III JOHN 51 LAFAYETTE DRIVE ATLANTA GA 30309 $640,111.97
600055723 NESSLER BRADLEY R 3748 WHITNEY PLACE DULUTH GA 30136 $238,362.77
600055727 KATZ STEVEN LAWRENCE 16736 RAYEN STREET LOS ANGELES CA 91343 $399,769.86
600055728 JONES J MICHAEL 11212 WALKING FERN COV SAN DIEGO CA 92131 $247,791.89
600055730 TUFT PAUL R 6743 EAST ARROYO COURT PARADISE VALLEY AZ 85253 $766,547.16
600055733 LIDDY G GORDON 7878 EAST GAINEY RANCH SCOTTSDALE AZ 85258 $499,712.32
600055734 JETTER DANA 3834 ORION COURT PLEASANTON CA 94566 $327,006.82
600055736 SULLIVAN PATRICK E 5008 MANCHESTER COURT GRANITE BAY CA 95746 $378,514.97
600055737 REINNOLDT II DONALD 3231 AMERICAN RIVER DRI SACRAMENTO CA 95864 $265,838.86
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055707 RAMBEAU OBIE R 8.500 .250 8.250 .0400 8.210 11/01/2026
600055708 LOE DAVID GREGORY 8.500 .250 8.250 .0400 8.210 10/01/2026
600055710 ZEUTZIUS JOSEPH A 8.625 .250 8.375 .0400 8.335 10/01/2026
600055713 BRUCE JAMES G 8.250 .250 8.000 .0400 7.960 11/01/2026
600055718 RINO JR JOSEPH 8.750 .250 8.500 .0400 8.460 09/01/2026
600055721 PORTMAN III JOHN 8.500 .250 8.250 .0400 8.210 11/01/2026
600055723 NESSLER BRADLEY R 8.750 .250 8.500 .0400 8.460 11/01/2026
600055727 KATZ STEVEN LAWRENCE 8.750 .250 8.500 .0400 8.460 11/01/2026
600055728 JONES J MICHAEL 8.250 .250 8.000 .0400 7.960 11/01/2026
600055730 TUFT PAUL R 8.625 .250 8.375 .0400 8.335 11/01/2026
600055733 LIDDY G GORDON 8.750 .250 8.500 .0400 8.460 11/01/2026
600055734 JETTER DANA 8.625 .250 8.375 .0400 8.335 11/01/2026
600055736 SULLIVAN PATRICK E 8.250 .250 8.000 .0400 7.960 10/01/2026
600055737 REINNOLDT II DONALD 8.500 .250 8.250 .0400 8.210 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055707 RAMBEAU OBIE R 1562168338 $3,229.44 12/01/1996 360
600055708 LOE DAVID GREGORY 1563132256 $1,972.26 1 12/01/1996 360
600055710 ZEUTZIUS JOSEPH A 1563134579 $1,906.36 1 12/01/1996 360
600055713 BRUCE JAMES G 1565137910 $2,854.82 12/01/1996 360
600055718 RINO JR JOSEPH 1566074429 $2,045.43 12/01/1996 360
600055721 PORTMAN III JOHN 1566079171 $4,924.90 12/01/1996 360
600055723 NESSLER BRADLEY R 1566079535 $1,876.29 14 12/01/1996 360
600055727 KATZ STEVEN LAWRENCE 1567171125 $3,146.81 12/01/1996 360
600055728 JONES J MICHAEL 1567172219 $1,862.77 12/01/1996 360
600055730 TUFT PAUL R 1569150443 $5,965.65 12/01/1996 360
600055733 LIDDY G GORDON 1569153099 $3,933.51 12/01/1996 360
600055734 JETTER DANA 1573154540 $2,544.93 12/01/1996 360
600055736 SULLIVAN PATRICK E 1573158642 $2,847.31 12/01/1996 360
600055737 REINNOLDT II DONALD 1573161614 $2,045.31 1 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055707 RAMBEAU OBIE R $525,000.00 N
600055708 LOE DAVID GREGORY $285,000.00 N
600055710 ZEUTZIUS JOSEPH A $258,000.00 N
600055713 BRUCE JAMES G $475,000.00 N
600055718 RINO JR JOSEPH $380,000.00 N
600055721 PORTMAN III JOHN $854,025.00 N
600055723 NESSLER BRADLEY R $265,000.00 N
600055727 KATZ STEVEN LAWRENCE $500,000.00 N
600055728 JONES J MICHAEL $322,963.00 N
600055730 TUFT PAUL R $1,183,634.00 N
600055733 LIDDY G GORDON $650,000.00 N
600055734 JETTER DANA $480,000.00 N
600055736 SULLIVAN PATRICK E $580,000.00 N
600055737 REINNOLDT II DONALD $280,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 26
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055738 RENARD MICHAEL T 1185 TONKAWA ROAD ORONO MN 55356 $399,751.38
600055739 GOUNTANIS ROBERT J 1098 LOMA LINDA AVENUE ORONO MN 55364 $270,602.10
600055742 ROBINSON SCOTT W 41 HESS AVENUE GOLDEN CO 80401 $214,873.06
600055743 HOWELL ROBERT OWEN 595 GILPIN STREET DENVER CO 80218 $251,708.96
600055744 MCGINNIS MICHAEL O 23306 COUNTY ROAD 50 GRANBY CO 80446 $269,840.59
600055746 HARVEY MAURINE 9485 SOUTH 1930 WEST SOUTH JORDAN UT 84095 $255,856.47
600055749 HARVEY BRIAN E 24 VERMILLION DRIVE AVON CT 06001 $329,566.78
600055750 MERWIN MICHAEL R 21 SKYTOP DRIVE TRUMBULL CT 06611 $259,829.92
600055754 DIDOMENICO JOSEPH G 36842 KINGSBURN DRIVE LIVONIA MI 48152 $299,831.81
600055756 MBANUGO CHINWENDU I 7345 CHESTERFIELD CANTON MI 48187 $237,758.68
600055757 GOSS KENNETH D 5415 POND BLUFF WEST BLOOMFIELD MI 48323 $274,841.78
600055758 STINE WILLIAM D 1072 BALFOUR GROSSE POINTE P MI 48232 $319,639.87
600055763 PINCHUM GARRICK 24542 MILLCREEK FARMINGTON MI 48336 $231,945.37
600055766 VAUGHN TIMOTHY P 345 NORTH CANAL STREET CHICAGO IL 60606 $218,889.40
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055738 RENARD MICHAEL T 8.375 .250 8.125 .0400 8.085 11/01/2026
600055739 GOUNTANIS ROBERT J 9.000 .250 8.750 .0400 8.710 11/01/2026
600055742 ROBINSON SCOTT W 8.625 .250 8.375 .0400 8.335 11/01/2026
600055743 HOWELL ROBERT OWEN 8.750 .250 8.500 .0400 8.460 10/01/2026
600055744 MCGINNIS MICHAEL O 8.625 .250 8.375 .0400 8.335 11/01/2026
600055746 HARVEY MAURINE 8.875 .250 8.625 .0400 8.585 11/01/2026
600055749 HARVEY BRIAN E 8.125 .250 7.875 .0400 7.835 10/01/2026
600055750 MERWIN MICHAEL R 8.125 .250 7.875 .0400 7.835 11/01/2026
600055754 DIDOMENICO JOSEPH G 8.875 .250 8.625 .0400 8.585 11/01/2026
600055756 MBANUGO CHINWENDU I 9.375 .250 9.125 .0400 9.085 10/01/2026
600055757 GOSS KENNETH D 8.750 .250 8.500 .0400 8.460 11/01/2026
600055758 STINE WILLIAM D 8.875 .250 8.625 .0400 8.585 10/01/2026
600055763 PINCHUM GARRICK 9.000 .250 8.750 .0400 8.710 10/01/2026
600055766 VAUGHN TIMOTHY P 9.375 .250 9.125 .0400 9.085 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055738 RENARD MICHAEL T 1576029216 $3,040.29 12/01/1996 360
600055739 GOUNTANIS ROBERT J 1576029497 $2,178.52 12/01/1996 360
600055742 ROBINSON SCOTT W 1579031462 $1,672.25 12/01/1996 360
600055743 HOWELL ROBERT OWEN 1579031655 $1,982.49 12/01/1996 360
600055744 MCGINNIS MICHAEL O 1579034176 $2,100.04 12/01/1996 360
600055746 HARVEY MAURINE 1579034540 $2,036.86 12/01/1996 360
600055749 HARVEY BRIAN E 1580036747 $2,450.25 12/01/1996 360
600055750 MERWIN MICHAEL R 1580037160 $1,930.50 12/01/1996 360
600055754 DIDOMENICO JOSEPH G 1581061080 $2,386.94 12/01/1996 360
600055756 MBANUGO CHINWENDU I 1581064260 $1,979.57 1 12/01/1996 360
600055757 GOSS KENNETH D 1581064861 $2,163.43 12/01/1996 360
600055758 STINE WILLIAM D 1581065740 $2,546.07 12/01/1996 360
600055763 PINCHUM GARRICK 1581068749 $1,868.34 2 12/01/1996 360
600055766 VAUGHN TIMOTHY P 1583033891 $1,821.54 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055738 RENARD MICHAEL T $535,000.00 N
600055739 GOUNTANIS ROBERT J $361,000.00 N
600055742 ROBINSON SCOTT W $355,000.00 N
600055743 HOWELL ROBERT OWEN $385,000.00 N
600055744 MCGINNIS MICHAEL O $370,000.00 N
600055746 HARVEY MAURINE $320,000.00 N
600055749 HARVEY BRIAN E $527,000.00 N
600055750 MERWIN MICHAEL R $329,900.00 N
600055754 DIDOMENICO JOSEPH G $375,040.00 N
600055756 MBANUGO CHINWENDU I $264,970.00 N
600055757 GOSS KENNETH D $480,000.00 N
600055758 STINE WILLIAM D $400,000.00 N
600055763 PINCHUM GARRICK $258,675.00 N
600055766 VAUGHN TIMOTHY P $280,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 27
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055767 BLAESING GERALD M 1720 HOLLY COURT LONG GROVE IL 60047 $472,255.04
600055770 APPLEDOORN RICHARD 1810 HAWKWEED WAY MALVERN PA 19355 $289,810.29
600055771 POWER MARGARET 1426 KIRBY ROAD MC LEAN VA 22101 $499,451.71
600055772 MEYERS JOHN P 90 SUMMIT AVENUE HANOVER NJ 07927 $255,860.16
600055773 CHOATE FRED G 190 CHURCH ROAD EASTTOWN TOWNSH PA 19333 $359,787.45
600055776 GELERNT MARK 740 JEFFREY ROAD MOORESTOWN NJ 08057 $539,637.67
600055777 HOWARD SR IVORY 7462 RACE ROAD HANOVER MD 21076 $223,867.75
600055778 DROLLINGER DAVID 146 LAKE DRIVE MOUNTAIN LAKES NJ 07046 $299,808.70
600055780 HARROLD JAMES A 320 ADMIRAL LANE KEY WEST FL 33040 $423,506.19
600055781 ANTUNEZ DE MAYOLO 573 HAMPTON LANE MIAMI FL 33149 $423,743.13
600055783 SELVAGN MICHAEL W 8036 PEBBLE CREEK LANE PONTE VEDRA BEA FL 32082 $629,618.34
600055786 REVELLE III J 1025 WILKINSON STREET ORLANDO FL 32803 $332,793.01
600055787 MAREK MICHAEL P 27870 MT SHASTA WAY YORBA LINDA CA 92687 $385,010.54
600055788 BELL ARTHUR E 2361 BUENA VISTA CIRCLE CARLSBAD CA 92008 $264,851.44
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055767 BLAESING GERALD M 9.250 .250 9.000 .0400 8.960 11/01/2026
600055770 APPLEDOORN RICHARD 8.125 .250 7.875 .0400 7.835 11/01/2026
600055771 POWER MARGARET 9.000 .250 8.750 .0400 8.710 10/01/2026
600055772 MEYERS JOHN P 9.000 .250 8.750 .0400 8.710 11/01/2026
600055773 CHOATE FRED G 8.625 .250 8.375 .0400 8.335 11/01/2026
600055776 GELERNT MARK 8.000 .250 7.750 .0400 7.710 11/01/2026
600055777 HOWARD SR IVORY 8.625 .250 8.375 .0400 8.335 11/01/2026
600055778 DROLLINGER DAVID 8.250 .250 8.000 .0400 7.960 11/01/2026
600055780 HARROLD JAMES A 8.750 .250 8.500 .0400 8.460 11/01/2026
600055781 ANTUNEZ DE MAYOLO 8.500 .250 8.250 .0400 8.210 11/01/2026
600055783 SELVAGN MICHAEL W 8.500 .250 8.250 .0400 8.210 11/01/2026
600055786 REVELLE III J 8.375 .250 8.125 .0400 8.085 11/01/2026
600055787 MAREK MICHAEL P 8.375 .250 8.125 .0400 8.085 11/01/2026
600055788 BELL ARTHUR E 8.875 .250 8.625 .0400 8.585 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055767 BLAESING GERALD M 1583035026 $3,887.15 12/01/1996 360
600055770 APPLEDOORN RICHARD 1587037271 $2,153.25 12/01/1996 360
600055771 POWER MARGARET 1587039903 $4,023.12 12/01/1996 360
600055772 MEYERS JOHN P 1587043194 $2,059.84 18 12/01/1996 360
600055773 CHOATE FRED G 1587043423 $2,800.05 12/01/1996 360
600055776 GELERNT MARK 1587045939 $3,962.33 12/01/1996 360
600055777 HOWARD SR IVORY 1587045994 $1,742.25 12/01/1996 360
600055778 DROLLINGER DAVID 1587046250 $2,253.80 12/01/1996 360
600055780 HARROLD JAMES A 1589074520 $3,333.65 12/01/1996 360
600055781 ANTUNEZ DE MAYOLO 1589074767 $3,260.20 18 12/01/1996 360
600055783 SELVAGN MICHAEL W 1590021972 $4,844.16 12/01/1996 360
600055786 REVELLE III J 1590024744 $2,531.05 1 12/01/1996 360
600055787 MAREK MICHAEL P 1595008100 $2,928.18 12/01/1996 360
600055788 BELL ARTHUR E 1595011295 $2,108.46 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055767 BLAESING GERALD M $630,000.00 N
600055770 APPLEDOORN RICHARD $376,000.00 N
600055771 POWER MARGARET $850,000.00 N
600055772 MEYERS JOHN P $284,900.00 N
600055773 CHOATE FRED G $480,000.00 N
600055776 GELERNT MARK $675,000.00 N
600055777 HOWARD SR IVORY $281,000.00 N
600055778 DROLLINGER DAVID $450,000.00 N
600055780 HARROLD JAMES A $575,000.00 N
600055781 ANTUNEZ DE MAYOLO $499,000.00 N
600055783 SELVAGN MICHAEL W $1,050,000.00 N
600055786 REVELLE III J $370,000.00 N
600055787 MAREK MICHAEL P $481,612.00 N
600055788 BELL ARTHUR E $410,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 28
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055789 POON RICKY LAPKEE 171 NORTH CHURCH LANE BRENTWOOD CA 90049 $222,368.63
600055790 HURWITZ LAWRENCE 20652 DE FOREST STREET WOODLAND HILLS CA 91364 $319,296.26
600055792 ZANE DENNIS T 2943 DELAWARE AVENUE SANTA MONICA CA 90404 $224,726.41
600055793 GODDARD GARY 1215 COLDWATER CANYON BEVERLY HILLS CA 90210 $918,178.94
600055794 MORANT PETER J 1550 N LAKE SHORE DRIVE CHICAGO IL 60610 $479,716.61
600055795 KAHL ANDREW H 4719 FALSTONE AVENUE CHEVY CHASE MD 20815 $239,834.83
600055796 CONNERY JAN L 21 GLEN ROAD SOUTH LEXINGTON MA 02173 $279,613.36
600055797 BRESTEN PAUL 25 ZACHARY LANE READING MA 01867 $399,763.84
600055799 NELSON LESLIE S 515 WEST END AVE 4A NEW YORK NY 10024 $581,054.57
600055800 SCHULZ LAWRENCE D 439 LAFAYETTE STREET NEW YORK NY 10003 $314,148.97
600055802 RANDAZZA CHRISTOPHER 182 BENNETTS LN FRANKLIN NJ 08873 $216,490.48
600055803 WHITENACK DOUGLAS M 45 OXFORD LANE EATONTOWN NJ 07724 $251,021.77
600055808 GOMEZ ANASTASIA 1313 NORTH RITCHIE CO CHICAGO IL 60610 $357,564.69
600055809 SOTO ISMAEL RAMIREZ 29 PRATT ROAD SCITUATE MA 02066 $221,893.13
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055789 POON RICKY LAPKEE 8.625 .250 8.375 .0400 8.335 11/01/2026
600055790 HURWITZ LAWRENCE 8.250 .250 8.000 .0400 7.960 11/01/2026
600055792 ZANE DENNIS T 8.500 .250 8.250 .0400 8.210 10/01/2026
600055793 GODDARD GARY 8.375 .250 8.125 .0400 8.085 11/01/2026
600055794 MORANT PETER J 8.625 .250 8.375 .0400 8.335 11/01/2026
600055795 KAHL ANDREW H 7.875 .250 7.625 .0400 7.585 11/01/2026
600055796 CONNERY JAN L 7.875 .250 7.625 .0400 7.585 10/01/2026
600055797 BRESTEN PAUL 8.625 .250 8.375 .0400 8.335 11/01/2026
600055799 NELSON LESLIE S 8.125 .250 7.875 .0400 7.835 02/01/2026
600055800 SCHULZ LAWRENCE D 9.125 .250 8.875 .0400 8.835 07/01/2026
600055802 RANDAZZA CHRISTOPHER 8.875 .250 8.625 .0400 8.585 05/01/2026
600055803 WHITENACK DOUGLAS M 7.875 .250 7.625 .0400 7.585 07/01/2026
600055808 GOMEZ ANASTASIA 8.500 .250 8.250 .0400 8.210 10/01/2026
600055809 SOTO ISMAEL RAMIREZ 8.500 .250 8.250 .0400 8.210 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055789 POON RICKY LAPKEE 1596009620 $1,730.59 12/01/1996 360
600055790 HURWITZ LAWRENCE 1596011654 $2,400.30 12/01/1996 360
600055792 ZANE DENNIS T 1596012680 $1,730.06 12 12/01/1996 360
600055793 GODDARD GARY 1596013117 $6,983.17 12/01/1996 360
600055794 MORANT PETER J 1619002480 $3,733.39 12/01/1996 360
600055795 KAHL ANDREW H 1701129686 $1,740.17 12/01/1996 360
600055796 CONNERY JAN L 1816000255 $2,030.19 12/01/1996 360
600055797 BRESTEN PAUL 1816001780 $3,111.16 12/01/1996 360
600055799 NELSON LESLIE S 1111024854 $4,343.61 12/01/1996 360
600055800 SCHULZ LAWRENCE D 1111041988 $2,562.95 12/01/1996 360
600055802 RANDAZZA CHRISTOPHER 1101190915 $1,731.32 2 12/01/1996 360
600055803 WHITENACK DOUGLAS M 1101192863 $1,826.45 2 12/01/1996 360
600055808 GOMEZ ANASTASIA 1583032152 $2,752.72 2 12/01/1996 360
600055809 SOTO ISMAEL RAMIREZ 1811063112 $1,709.29 1 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055789 POON RICKY LAPKEE $278,169.00 N
600055790 HURWITZ LAWRENCE $400,000.00 N
600055792 ZANE DENNIS T $250,000.00 N
600055793 GODDARD GARY $1,225,000.00 N
600055794 MORANT PETER J $800,000.00 N
600055795 KAHL ANDREW H $330,000.00 N
600055796 CONNERY JAN L $350,000.00 N
600055797 BRESTEN PAUL $500,000.00 N
600055799 NELSON LESLIE S $900,000.00 N
600055800 SCHULZ LAWRENCE D $495,000.00 N
600055802 RANDAZZA CHRISTOPHER $265,000.00 N
600055803 WHITENACK DOUGLAS M $296,363.00 N
600055808 GOMEZ ANASTASIA $425,000.00 N
600055809 SOTO ISMAEL RAMIREZ $234,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 29
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055814 SKARZYNSKI JOSEPH 6842 DARTMOUTH STREET FOREST HILLS NY 11375 $227,729.79
600055817 RATNER SANFORD 1 STONY RUN ROAD GREAT NECK NY 11021 $251,716.40
600055818 SIEGEL RHEA E 12 OTSEGO PLACE JERICHO NY 11753 $267,463.93
600055823 BRETTLER JEFFREY W 816 BRONZE LANE LOS ANGELES CA 90049 $502,603.68
600055824 GERVAISE BRYAN L 16271 IVORY COURT CHINO HILLS CA 91709 $238,074.72
600055825 BOWLES MARK S 676 SOUTH PATHFINDER ANAHEIM CA 92807 $279,934.60
600055826 GORDON RICHARD A 21134 NASHVILLE STREET CHATSWORTH CA 91311 $280,667.01
600055833 KENNEDY JOSEPH PATRICK 4515 NORTH ALVERNON WES TUCSON AZ 85718 $264,677.79
600055834 BOLSTER STEVEN D 4035 WINDSONG CIRCLE PRIOR LAKE MN 55372 $232,916.44
600055839 WHITE BRUCE A 5022 CHERRY BLOSSOM CIR WEST BLOOMFIELD MI 48324 $236,726.30
600055840 BRUDZINSKI MICHAEL R 5507 FAWNBROOK COURT DUBLIN OH 43017 $232,431.24
600055844 LONGSWORTH PAUL M 4329 NORTH 17TH STREET ARLINGTON VA 22207 $273,640.30
600055846 GAGLIANO JOHN E 3307 CAROLINA PLACE ALEXANDRIA VA 22305 $239,692.87
600055849 SEIDMAN RICH 13037 SKY VALLEY ROAD LOS ANGELES CA 90049 $519,367.71
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055814 SKARZYNSKI JOSEPH 8.625 .250 8.375 .0400 8.335 10/01/2026
600055817 RATNER SANFORD 8.875 .250 8.625 .0400 8.585 10/01/2026
600055818 SIEGEL RHEA E 9.125 .250 8.875 .0400 8.835 10/01/2026
600055823 BRETTLER JEFFREY W 8.625 .250 8.375 .0400 8.335 10/01/2026
600055824 GERVAISE BRYAN L 8.750 .250 8.500 .0400 8.460 10/01/2026
600055825 BOWLES MARK S 8.875 .250 8.625 .0400 8.585 10/01/2026
600055826 GORDON RICHARD A 8.625 .250 8.375 .0400 8.335 10/01/2026
600055833 KENNEDY JOSEPH PATRICK 8.500 .250 8.250 .0400 8.210 10/01/2026
600055834 BOLSTER STEVEN D 8.500 .250 8.250 .0400 8.210 10/01/2026
600055839 WHITE BRUCE A 8.750 .250 8.500 .0400 8.460 10/01/2026
600055840 BRUDZINSKI MICHAEL R 8.750 .250 8.500 .0400 8.460 10/01/2026
600055844 LONGSWORTH PAUL M 8.125 .250 7.875 .0400 7.835 10/01/2026
600055846 GAGLIANO JOHN E 8.250 .250 8.000 .0400 7.960 10/01/2026
600055849 SEIDMAN RICH 8.500 .250 8.250 .0400 8.210 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055814 SKARZYNSKI JOSEPH 1111050559 $1,773.37 7 12/01/1996 360
600055817 RATNER SANFORD 1111063776 $2,005.03 18 12/01/1996 360
600055818 SIEGEL RHEA E 1111064247 $2,178.51 12/01/1996 360
600055823 BRETTLER JEFFREY W 1562163924 $3,913.84 12/01/1996 360
600055824 GERVAISE BRYAN L 1562165781 $1,875.11 12 12/01/1996 360
600055825 BOWLES MARK S 1562166220 $2,229.80 12 12/01/1996 360
600055826 GORDON RICHARD A 1562166274 $2,185.59 12/01/1996 360
600055833 KENNEDY JOSEPH PATRICK 1569151720 $2,037.62 12/01/1996 360
600055834 BOLSTER STEVEN D 1576016575 $1,793.11 12/01/1996 360
600055839 WHITE BRUCE A 1581043840 $1,864.48 12 12/01/1996 360
600055840 BRUDZINSKI MICHAEL R 1581062866 $1,830.66 14 12/01/1996 360
600055844 LONGSWORTH PAUL M 1587041712 $2,034.45 12/01/1996 360
600055846 GAGLIANO JOHN E 1587045815 $1,803.04 12/01/1996 360
600055849 SEIDMAN RICH 1596011723 $3,998.36 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055814 SKARZYNSKI JOSEPH $240,000.00 N
600055817 RATNER SANFORD $280,000.00 N
600055818 SIEGEL RHEA E $357,000.00 N
600055823 BRETTLER JEFFREY W $629,000.00 N
600055824 GERVAISE BRYAN L $250,900.00 N
600055825 BOWLES MARK S $295,000.00 N
600055826 GORDON RICHARD A $365,000.00 N
600055833 KENNEDY JOSEPH PATRICK $350,000.00 N
600055834 BOLSTER STEVEN D $291,500.00 N
600055839 WHITE BRUCE A $270,000.00 N
600055840 BRUDZINSKI MICHAEL R $244,986.00 N
600055844 LONGSWORTH PAUL M $342,500.00 N
600055846 GAGLIANO JOHN E $300,000.00 N
600055849 SEIDMAN RICH $650,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 30
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056051 WATTS 31908 SUNLAND FAIR OAKS RANCH TX 78015 $303,811.05
600056052 FISK 8319 CHESHIRE COURT WOODSTOCK IL 60098 $274,800.00
600056053 LAMBROS 23428 TRES CORONAS ROAD SPICEWOOD TX 78669 $269,840.60
600056055 HAYES 7204 FOREST WAY GENOE TWP MI 48116 $419,745.56
600056057 BLOMSTRO 2743 N WOLCOTT CHICAGO IL 60614 $224,856.53
600056060 PONZI 707 SOUTH GLENDALE LANE MOUNT PROSPECT IL 60056 $251,843.37
600056062 BRANDENB 5842 MOOSE LAKE ROAD ELY MN 55731 $297,814.77
600056067 LACUSTA 69308 PINE RIVER DRIVE ROMEO MI 48065 $474,747.22
600056068 NITTO 1757 WASHINGTON AVENUE WILMETTE IL 60091 $253,058.05
600056071 PROESEL 3443 N HOYNE AVENUE CHICAGO IL 60618 $279,834.69
600056072 RODI 4842 NORTH PAULINA CHICAGO IL 60640 $249,452.64
600056073 LOWE 1480 WILMETTE STREET WHEATON IL 60187 $329,805.17
600056077 TAVAKOLI 2454 ISLANDVIEW W BLOOMFIELD MI 48324 $327,658.59
600056083 SECRETI 1119 NORTH WOODBINE AVENU OAK PARK IL 60302 $344,796.32
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056051 WATTS 8.375 .250 8.125 .0400 8.085 11/01/2026
600056052 FISK 8.375 .250 8.125 .0400 8.085 12/01/2026
600056053 LAMBROS 8.625 .250 8.375 .0400 8.335 11/01/2026
600056055 HAYES 8.500 .250 8.250 .0400 8.210 11/01/2026
600056057 BLOMSTRO 8.250 .250 8.000 .0400 7.960 11/01/2026
600056060 PONZI 8.375 .250 8.125 .0400 8.085 11/01/2026
600056062 BRANDENB 8.375 .250 8.125 .0400 8.085 11/01/2026
600056067 LACUSTA 9.125 .250 8.875 .0400 8.835 11/01/2026
600056068 NITTO 8.875 .250 8.625 .0400 8.585 11/01/2026
600056071 PROESEL 8.625 .250 8.375 .0400 8.335 11/01/2026
600056072 RODI 8.625 .250 8.375 .0400 8.335 11/01/2026
600056073 LOWE 8.625 .250 8.375 .0400 8.335 11/01/2026
600056077 TAVAKOLI 9.250 .250 9.000 .0400 8.960 10/01/2026
600056083 SECRETI 8.625 .250 8.375 .0400 8.335 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056051 WATTS 0883560 $2,310.62 12/01/1996 360
600056052 FISK 0891066 $2,088.68 12/01/1996 360
600056053 LAMBROS 0893007 $2,100.03 12/01/1996 360
600056055 HAYES 0895934 $3,229.44 12/01/1996 360
600056057 BLOMSTRO 0897518 $1,690.35 12 12/01/1996 360
600056060 PONZI 0897960 $1,915.38 12/01/1996 360
600056062 BRANDENB 0899434 $2,265.02 12/01/1996 360
600056067 LACUSTA 0900230 $3,864.76 12/01/1996 360
600056068 NITTO 0900257 $2,014.57 12/01/1996 360
600056071 PROESEL 0900523 $2,177.81 12/01/1996 360
600056072 RODI 0900534 $1,941.36 12/01/1996 360
600056073 LOWE 0900595 $2,566.71 12/01/1996 360
600056077 TAVAKOLI 0901114 $2,698.38 12/01/1996 360
600056083 SECRETI 0901298 $2,683.37 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056051 WATTS $406,000.00 N
600056052 FISK $343,526.00 N
600056053 LAMBROS $375,000.00 N
600056055 HAYES $564,000.00 N
600056057 BLOMSTRO $254,977.00 N
600056060 PONZI $315,000.00 N
600056062 BRANDENB $424,500.00 N
600056067 LACUSTA $650,000.00 N
600056068 NITTO $316,500.00 N
600056071 PROESEL $350,000.00 N
600056072 RODI $312,000.00 N
600056073 LOWE $412,500.00 N
600056077 TAVAKOLI $411,000.00 N
600056083 SECRETI $445,600.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 31
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056084 BENEDETT 4250 SANDY LANE BLOOMFIELD MI 48301 $259,878.70
600056085 GONZALEZ 7365 THORNAPPLE PINES DR GRAND RAPIDS MI 49546 $279,730.43
600056090 DEAN 668 MANHATTAN ROAD SE EAST GRAND RAPI MI 49506 $399,751.38
600056091 JOUBRAN 8132 UNDERWOOD RIDGE TRAVERSE CITY MI 49684 $321,799.86
600056092 COEN 810 NORTH AVENUE DEERFIELD IL 60015 $284,000.00
600056094 BOGUSLAW 5N101 CANVAS BACK LANE BARTLETT IL 60103 $257,855.36
600056112 PODMOLIK 3131 NORTH SEMINARY AVENU CHICAGO IL 60657 $257,052.03
600056118 CONNOLLY 251 MAPLEWOOD RD RIVERSIDE IL 60546 $328,000.00
600056119 WILLIAMS 1191 BISCAY COURT AURORA IL 60504 $246,842.50
600056132 MCINTYRE 9903 WEST SOMERSET LANE PALOS PARK IL 60464 $340,000.00
600056135 EVAVOLD 1269 CROWNDALE LANE CANTON MI 48188 $216,467.12
600056137 WELLS 35399 SNICKERVILLE TNPK PURCELLVILLE VA 22132 $319,296.26
600056141 TAN 1900 TRILLIUM COVE AUSTIN TX 78733 $229,695.77
600056143 PAWELCZY 21370 GINGER LANE FRANKFORT IL 60423 $237,466.80
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056084 BENEDETT 9.750 .250 9.500 .0400 9.460 11/01/2026
600056085 GONZALEZ 8.500 .250 8.250 .0400 8.210 11/01/2026
600056090 DEAN 8.375 .250 8.125 .0400 8.085 11/01/2026
600056091 JOUBRAN 8.375 .250 8.125 .0400 8.085 11/01/2026
600056092 COEN 8.500 .250 8.250 .0400 8.210 12/01/2026
600056094 BOGUSLAW 8.875 .250 8.625 .0400 8.585 11/01/2026
600056112 PODMOLIK 8.750 .250 8.500 .0400 8.460 11/01/2026
600056118 CONNOLLY 8.250 .250 8.000 .0400 7.960 12/01/2026
600056119 WILLIAMS 8.250 .250 8.000 .0400 7.960 11/01/2026
600056132 MCINTYRE 8.250 .250 8.000 .0400 7.960 12/01/2026
600056135 EVAVOLD 8.625 .250 8.375 .0400 8.335 11/01/2026
600056137 WELLS 8.250 .250 8.000 .0400 7.960 11/01/2026
600056141 TAN 8.000 .250 7.750 .0400 7.710 11/01/2026
600056143 PAWELCZY 8.875 .250 8.625 .0400 8.585 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056084 BENEDETT 0901320 $2,233.80 12/01/1996 360
600056085 GONZALEZ 0901331 $2,152.19 12/01/1996 360
600056090 DEAN 0901714 $3,040.29 12/01/1996 360
600056091 JOUBRAN 0901897 $2,447.43 12/01/1996 360
600056092 COEN 0902036 $2,183.71 12/01/1996 360
600056094 BOGUSLAW 0902142 $2,052.76 12/01/1996 360
600056112 PODMOLIK 0902905 $2,023.39 12/01/1996 360
600056118 CONNOLLY 0903148 $2,464.15 12/01/1996 360
600056119 WILLIAMS 0903160 $1,855.63 12/01/1996 360
600056132 MCINTYRE 0903520 $2,554.31 12/01/1996 360
600056135 EVAVOLD 0903552 $1,684.66 12/01/1996 360
600056137 WELLS 0903598 $2,400.30 18 12/01/1996 360
600056141 TAN 0903732 $1,686.56 12/01/1996 360
600056143 PAWELCZY 0904623 $1,890.45 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056084 BENEDETT $412,500.00 N
600056085 GONZALEZ $349,900.00 N
600056090 DEAN $600,000.00 N
600056091 JOUBRAN $475,000.00 N
600056092 COEN $355,000.00 N
600056094 BOGUSLAW $397,000.00 N
600056112 PODMOLIK $327,989.00 N
600056118 CONNOLLY $411,000.00 N
600056119 WILLIAMS $309,000.00 N
600056132 MCINTYRE $425,000.00 N
600056135 EVAVOLD $274,722.00 N
600056137 WELLS $355,000.00 N
600056141 TAN $306,500.00 N
600056143 PAWELCZY $297,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 32
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056147 CHAMBERS 1058 SPRINGWOOD LANE ROCHESTER HILLS MI 48309 $238,500.00
600056151 GILBERTS 34 WEDGEWOOD HAWTHORN IL 60047 $350,000.00
600056153 DONIGER 1123 GREENBAY RD HIGHLAND PARK IL 60035 $300,000.00
600056157 GARTNER 606 SOUTH BODIN HINSDALE IL 60521 $420,000.00
600056161 SHANE 3961 OAKDALE AVENUE PASADENA CA 91107 $308,000.00
600056162 LITVINSK 11501 DONA TERESA DRIVE LOS ANGELES CA 91604 $267,750.00
600056171 BERRONG 7925 BRIDGE GATE DRIVE LAS VEGAS NV 89128 $237,246.26
600056180 KOCEJA 1373 EAST 13430 SOUTH DRAPER UT 84020 $220,882.39
600056317 ANGELICO, FRANK 57 SINCLAIR AVENUE STATEN ISLAND NY 10312 $297,270.18
600056318 CLARK, JEAN P 29 COPPER PENNY ROA RARITAN TOWNSHI NJ 08822 $292,812.46
600056320 ROY RUKMINI B 343 LONG HILL DRIVE SHORT HILLS NJ 07078 $487,553.03
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056147 CHAMBERS 8.500 .250 8.250 .0400 8.210 12/01/2026
600056151 GILBERTS 8.000 .250 7.750 .0400 7.710 12/01/2026
600056153 DONIGER 7.500 .250 7.250 .0400 7.210 12/01/2026
600056157 GARTNER 8.250 .250 8.000 .0400 7.960 12/01/2026
600056161 SHANE 9.000 .250 8.750 .0400 8.710 12/01/2026
600056162 LITVINSK 8.125 .250 7.875 .0400 7.835 12/01/2026
600056171 BERRONG 9.125 .250 8.875 .0400 8.835 10/01/2026
600056180 KOCEJA 9.125 .250 8.875 .0400 8.835 11/01/2026
600056317 ANGELICO, FRANK 8.500 .250 8.250 .0400 8.210 08/01/2026
600056318 CLARK, JEAN P 8.375 .250 8.125 .0400 8.085 08/01/2026
600056320 ROY RUKMINI B 8.500 .250 8.250 .0400 8.210 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056147 CHAMBERS 0904746 $1,833.86 12 12/01/1996 360
600056151 GILBERTS 0905371 $2,568.18 12/01/1996 360
600056153 DONIGER 0905561 $2,097.64 12/01/1996 360
600056157 GARTNER 0906506 $3,155.32 12/01/1996 360
600056161 SHANE 6296180 $2,478.24 12/01/1996 360
600056162 LITVINSK 6296292 $1,988.04 7 12/01/1996 360
600056171 BERRONG 7191320 $1,932.38 2 12/01/1996 360
600056180 KOCEJA 7263516 $1,798.13 12/01/1996 360
600056317 ANGELICO, FRANK 1115000348 $2,291.36 12/01/1996 360
600056318 CLARK, JEAN P 1587034014 $2,231.20 12 12/01/1996 360
600056320 ROY RUKMINI B 1114002417 $3,758.06 1 12/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056147 CHAMBERS $265,000.00 N
600056151 GILBERTS $555,000.00 N
600056153 DONIGER $401,000.00 N
600056157 GARTNER $550,000.00 N
600056161 SHANE $385,000.00 N
600056162 LITVINSK $315,000.00 N
600056171 BERRONG $250,000.00 N
600056180 KOCEJA $302,500.00 N
600056317 ANGELICO, FRANK $407,000.00 N
600056318 CLARK, JEAN P $309,000.00 N
600056320 ROY RUKMINI B $575,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 33
RUN DATE: 12/23/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 10:53:37 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 12/23/1996
POOL NUMBER: 1386 POOL NAME: 96-4 Whole Pool
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
** POOL ----- ------- ------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
** TOTAL 445 0 146,707,211.48 201,515,859.00 148,370,200.00 1,216,985.70
</TABLE>
<PAGE>
Exhibit E
SELLING AND SERVICING
CONTRACT
This Selling and Servicing Contract (the "Contract"), made and entered
into by PNC Mortgage Securities Corp. ("Buyer") and the Seller ("Seller")
identified below,
WITNESSETH:
WHEREAS, Seller has submitted a Seller Application to Buyer and has
otherwise been approved by Buyer; and
WHEREAS, Seller has received the Buyer's Selling Guide and the Buyer's
Servicing Guide (the "Guides");
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, Buyer and Seller hereto agree as follows:
1. GUIDES. The Guides, which set forth the terms and conditions
under which Seller is to sell and service mortgages, are supplements to this
Contract and such Guides, as may be amended or supplemented from time to time,
are incorporated into this Contract in full by reference and made a part hereof
as fully as if set forth at length herein. All capitalized terms used herein
and not defined herein have the meanings ascribed to them in Appendix A,
Glossary of Terms, to the Guides.
2. SELLERS' DUTIES. Seller shall diligently perform all duties
incident to the selling and servicing of all mortgages which may be sold by
Seller from time to time and such other mortgages as Buyer and Seller may
mutually agree upon. In the performance of such duties, Seller shall employ
procedures and exercise the same care that it would maintain for loans held in
its own portfolio and in accordance with standards of practice, diligence,
prudence and competence maintained by the mortgage banking industry. Seller
shall also comply with all of the provisions of the Guides and with all other
reasonable requirements and instructions of Buyer. Seller shall perform such
services at its sole expense except as otherwise expressly provided in the
Guides. Seller agrees to service each of such mortgages continuously beginning
with the Purchase Date for such mortgages or the date of designation of Seller
as replacement Servicer for mortgages previously purchased by Buyer from another
Seller, until all interest and principal on each mortgage has been paid in full,
the mortgage has been liquidated as provided in the Guides, or such servicing
duties are terminated by Buyer.
3. COMPENSATION. Seller shall be compensated for its services
hereunder as specified in the Guides.
4. DOCUMENTS AND RECORDS. Seller agrees to create, maintain and
transmit all mortgage records and documents including all permanent mortgage
account records in accordance with the Guides. With respect to such records and
documents, Seller shall have custody privileges and Buyer shall have ownership
of the mortgage records and documents. Buyer may inspect such records and
documents at reasonable times during Seller's normal business hours. Seller
shall maintain accurate records and books of account, an adequate system of
audit and internal control, and shall conduct its origination and servicing
activities in a responsible and businesslike manner. Seller shall promptly
notify Buyer in writing of any activity or action, either internal or external,
which could potentially affect adversely the terms of any mortgage serviced
hereunder or the ability of Seller to service any mortgage.
5. WARRANTIES, OBLIGATIONS AND REPRESENTATIONS. The warranties,
obligations and representations stated in the Guides and hereby made or
undertaken by Seller with respect to each of the mortgages to be sold and
serviced by it on behalf of Buyer, unless expressly waived in writing by Buyer.
All warranties made by Seller shall survive (i) any investigation made by or on
behalf of Buyer, it assignee or
E-1
<PAGE>>
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. 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
E-2
<PAGE>
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.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Contract by proper
officials duly authorized on the dates hereinafter set forth. This Contract
shall take effect as of the date of its execution in original or facsimile
signature by a duly authorized officer of the Buyer.
- ------------------------------ --------------------------------------------
Name of Seller Seller I.D. number
- ------------------------------ --------------------------------------------
Type of Organization Organized under laws of
- ------------------------------------------------------------------------------
Principal place of business: street address, city, state, zip code
- -------------------------------------------------------------------------------
Typed name and title of Seller's authorized officer
- ----------------------------- -------------------------------------------
Signature of Seller's Date
authorized officer
Agreed to and accepted by PNC MORTGAGE SECURITIES CORP.
- -------------------------------------------------------------------------------
Typed name and title of authorized representative
- ----------------------------- -------------------------------------------
Signature of authorized Date
representative
E-4
<PAGE>
Exhibit F
FORM OF TRANSFEROR CERTIFICATE FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Re: PURCHASE OF PNC MORTGAGE SECURITIES CORP. MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1996-4, CLASS [B-4] [B-5] [B-6] (the
"Certificates")
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify
that (a) we understand the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act") and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, and
(b) we have not offered or sold any certificates to, or solicited offers to buy
any Certificates from, any person, or otherwise approached or negotiated with
any person with respect thereto, or taken any other action which would result in
a violation of Section 5 of the Act.
Very truly yours,
[Name of Transferor]
By:
------------------------------
Authorized Officer
F-1
<PAGE>
Exhibit G
FORM OF TRANSFEREE'S AGREEMENT FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association
180 East 5th Street, SPFT0210
St. Paul, MN 55101
PNC Mortgage Securities Corp.
75 N. Fairway Drive
Vernon Hills, Illinois 60061
The undersigned (the "Purchaser") proposes to purchase [Class B-4]
[Class B-5] [Class B-6] Certificates evidencing an undivided interest in PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series 1996-4 (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 December 1, 1996 (the "Pooling Agreement"),
between PNC Mortgage Securities Corp. ("PNC") and First Bank National
Association, as trustee (the "Trustee"), of the PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1996-4.
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:
-----------------------------
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<PAGE>
Exhibit A to Form of Transferee Agreement (Exhibit G)
PNC MORTGAGE SECURITIES CORP.
BENEFIT PLAN AFFIDAVIT
RE: PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-4
(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
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE MORTGAGE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Mortgage Trust Fund") whose
assets consist of, among other things, a pool (the "Mortgage Pool") of
conventional one- to four-family mortgage loans (the "Mortgage Loans"), formed
and administered by PNC Mortgage Securities Corp. (the "Company"), which term
includes any successor entity under the Pooling Agreement referred to below. The
Mortgage Pool was created pursuant to a Pooling and Servicing Agreement, dated
as of the Cut-Off Date stated above (the "Pooling Agreement"), between the
Company and First Bank National Association, as Trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling Agreement. Nothing herein shall be deemed
inconsistent with such meanings, and in the event of any conflict between the
Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall
control. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling Agreement, to which Pooling Agreement
the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the Mortgage Trust Available Distribution
Amount for such Distribution Date then distributable on the Certificates of this
Class, as specified in Section 4.01 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
H-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:
--------------------------------
H-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 Mortgage Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Pooling Agreement. In the event Company
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any 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.
H-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
Mortgage Trust Available Distribution Amount distributable on this Class of
Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of the
Company, the Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Company, the Trustee, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund, First Level Certificate Trust Fund and Certificate Trust Fund created
thereby shall terminate upon (i) the later of the maturity or other liquidation
(including repurchase by the Company) of the last Mortgage Loan remaining in the
Mortgage Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to
Certificateholders of all amounts held by the Trustee 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 pay to the Trustee in the aggregate an
amount equal to 100% of the unpaid Principal Balance of such Mortgage Loan, plus
accrued interest at the applicable Pass-Through Rate to the next scheduled Due
Date for the Mortgage Loan. The Pooling Agreement permits, but does not require,
the Company to repurchase from the Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage Loan
upon payment to the Certificateholders of the amounts specified in the Pooling
Agreement. The exercise of such right will effect early retirement of the
Certificates, the Company's right to repurchase being subject to the aggregate
unpaid Principal Balance of the Mortgage Loans at the time of repurchase being
less than ten percent (10%) of the aggregate unpaid Principal Balance of the
Mortgage Loans as of the Cut-Off Date.
H-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.
H-5
<PAGE>
Exhibit I
TRANSFEROR CERTIFICATE
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Attn: Structured Finance
Re: PNC Mortgage Securities Corp. Mortgage Pass-Through Certificates,
Series 1996-4, Class [R] [R-2] [R-1]
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by _________
___________________ (the "Seller") to ____________________ (the "Purchaser")
of $____________________ initial Certificate Principal Balance of Mortgage Pass-
Through Certificates, Series 1996-4, Class [R] [R-2] [R-1] (the
"Certificate"), pursuant to Section 5.01 of the Pooling and Servicing
Agreement (the "Pooling Agreement"), dated as of December 1, 1996 among PNC
Mortgage Securities Corp., as depositor and master servicer (the "Company"),
and First Bank National Association, as trustee (the "Trustee"). All terms
used herein and not otherwise defined shall have the meanings set forth in
the Pooling Agreement. The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the sale of the Certificate by the
Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of tax.
2. The Seller understands that the Purchaser has delivered to the Trustee
and the Company a transferee affidavit and agreement in the form attached to the
Pooling Agreement as Exhibit J. The Seller does not know or believe that any
representation contained therein is false.
3. The Seller has no actual knowledge that the proposed Transferee is not a
Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser would be unwilling
or unable to pay taxes due on its share of the taxable income attributable to
the Certificates.
5. The Seller has conducted a reasonable investigation of the financial
condition of the Purchaser and, as a result of the investigation, found that the
Purchaser has historically paid its debts as they came due, and found no
significant evidence to indicate that the Purchaser will not continue to pay its
debts as they come due in the future.
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] [R-2] [R-1] Certificate (the "Owner")), a [savings
institution] [corporation] duly organized and existing under the laws of [the
State of _______________ ] [the United States], on behalf of which he
makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization"
as of [date of transfer] within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") and will endeavor to
remain other than a disqualified organization for so long as it retains its
ownership interest in the Class [R] [R-2] [R-1] Certificates, and (ii) is
acquiring the Class [R] [R-2] [R-1] Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, or any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity, or any foreign government or international organization, or any agency
or instrumentality of such foreign government or organization, any rural
electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless
such organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of the Class [R] [R-2] [R-1] Certificates after March 31, 1988;
(ii) that such tax would be on the transferor, or, if such transfer is through
an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class [R] [R-2] [R-1]
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, if a significant purpose of the
transfer was to enable the transferor to impede the assessment or collection of
tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding the Class [R] [R-2] [R-1] Certificates if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder
of an interest in such entity. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the Transfer
of the Class [R] [R-2] [R-1] Certificates unless the transferee, or the
transferees' agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of
the Class [R] [R-2] [R-1] Certificates and the provisions of Section 5.01 of the
Pooling Agreement under which the Class [R] [R-2] [R-1] Certificates were issued
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the
J-1
<PAGE>
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] [R-2] [R-1] Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. That no purpose of the Owner relating to the purchase of the Class [R]
[R-2] [R-1] Certificates by the Owner is or will be to enable the transferor to
impede the assessment or collection of tax.
10. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
11. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Certificates remain outstanding.
12. That no purpose of the Owner relating to any sale of the Class [R]
[R-2] [R-1] Certificates by the Owner will be to impede the assessment or
collection of tax.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof, or an estate or trust whose
income from sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.
14. The Owner hereby agrees to cooperate with the Company and to take any
action required of it by the Code or Treasury regulations thereunder (whether
now or hereafter promulgated) in order to create or maintain the REMIC status of
the Mortgage Trust Fund or the Certificate Trust Fund, as applicable.
15. The Owner hereby agrees that it will not take any action that could
endanger the REMIC status of the Mortgage Trust Fund or the Certificate Trust
Fund, as applicable, or result in the imposition of tax on the Trust Fund unless
counsel for, or acceptable to, the Company has provided an opinion that such
action will not result in the loss of such REMIC status or the imposition of
such tax, as applicable.
16. The Owner as transferee of the Class [R] [R-2] [R-1] Certificates has
represented to their transferor that, if the Class [R] [R-2] [R-1] Certificates
constitute a noneconomic residual interest, the Owner (i) understands that as
holder of a noneconomic residual interest it may incur tax liabilities in excess
of any cash flows generated by the interest, and (ii) intends to pay taxes
associated with its holding of the Class [R] [R-2] [R-1] 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 FIRST LEVEL CERTIFICATE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "First Level Certificate Trust
Fund") whose assets consist of, among other things, Mortgage Trust Certificates
evidencing interests in a pool (the "Mortgage Pool") of conventional one- to
four-family mortgage loans (the "Mortgage Loans"), formed and administered by
PNC Mortgage Securities Corp. (the "Company"), which term includes any successor
entity under the Pooling Agreement referred to below. The Mortgage Pool was
created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off
Date stated above (the "Pooling Agreement"), between the Company and First Bank
National Association, as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Pooling Agreement. Nothing herein shall be deemed inconsistent with such
meanings, and in the event of any conflict between the Pooling Agreement and the
terms of this Certificate, the Pooling Agreement shall control. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by
virtue of the acceptance hereof, assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the First Level Certificate Trust Available
Distribution Amount for such Distribution Date then distributable on the
Certificates of this Class, as specified in Section 4.05 of the Pooling
Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
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.
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as First Level Certificate Trust Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the First Level Certificate Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Trust Certificates, all as
more specifically set forth herein and in the Pooling Agreement. In the event
Company funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any 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 First
Level Certificate Trust Available Distribution Amount distributable on this
Class of Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of the
Company, the Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Company, the Trustee, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund, First Level Certificate Trust Fund and Certificate Trust Fund created
thereby shall terminate upon (i) the later of the maturity or other liquidation
(including repurchase by the Company) of the last Mortgage Loan remaining in the
Mortgage Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to
Certificateholders of all amounts held by the Trustee 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 pay to the Trustee in the aggregate an
amount equal to 100% of the unpaid Principal Balance of such Mortgage Loan, plus
accrued interest at the applicable Pass-Through Rate to the next scheduled Due
Date for the Mortgage Loan. The Pooling Agreement permits, but does not require,
the Company to repurchase from the Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage Loan
upon payment to the Certificateholders of the amounts specified in the Pooling
Agreement. The exercise of such right will effect early retirement of the
Certificates, the Company's right to repurchase being subject to the aggregate
unpaid Principal Balance of the Mortgage Loans at the time of repurchase being
less than ten percent (10%) of the aggregate unpaid Principal Balance of the
Mortgage Loans as of the Cut-Off Date.
K-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably constitutes
and appoints _______________
Attorney to transfer said Certificate on the Certificate Register, with full
power of substitution in the premises.
Dated:
--------- -----------------------------------------------------------
Signature Guaranteed
----------------------------------------------------------
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within
instrument in every particular, without alteration
or enlargement or any change whatever.
K-5
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the Securities Act of 1933, as
amended (the "1933 Act"), or that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, and that the Seller has not offered the Rule 144A Securities
to any person other than the Buyer or another "qualified institutional buyer" as
defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement") dated as of December 1, 1996 between PNC Mortgage
Securities Corp., as Depositor and Master Servicer, and First Bank National
Association, as Trustee) pursuant to Section 5.01(f) of the Agreement, as
follows:
a. The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has received and reviewed the Private Placement
Memorandum dated as of November 26, 1996 relating to the Rule 144A
Securities and has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee, the
Company or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration
L-1
<PAGE>
pursuant thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to the Rule
144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has (1) completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2, or (2) obtained the waiver of the Company with respect to Annex 1 and
Annex 2 pursuant to Section 5.01(f) of the Agreement. The Buyer is aware
that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer
to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
f. The Buyer is not affiliated with (i) the Trustee or (ii) any Rating
Agency that rated the Rule 144A Securities.
g. If applicable, the Buyer has complied, and will continue to comply,
with the guidelines established by Thrift Bulletin 12 issued December 13,
1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System.
3. The Buyer warrants and represents to, and covenants with, the Seller,
the Master Servicer and the Company that (1) the Buyer is not an employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), subject to the prohibited
transaction provisions of ERISA ("Plan"), or a plan (within the meaning of
Section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code")) subject to
Section 4975 of the Code (also a "Plan"), and the Buyer is not directly or
indirectly purchasing the Rule 144A Securities on behalf of, as investment
manager of, as named fiduciary of, as trustee of, or with "plan assets" of any
Plan, (2) the Buyer's purchase of the Rule 144A Securities is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code and will not
subject the Trustee, the Master Servicer or the Company to any obligation or
liability (including obligations or liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement or
(iii) the Buyer is an insurance company, the source of funds to be used by it to
purchase the Rule 144A Securities is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE 95-60.
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
- ----------------------------- --------------------------------------
Print Name of Seller Print Name of Buyer
By: By:
-------------------------- -----------------------------------
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
--------------------------- ---------------------------------
Date: Date:
------------------------- ----------------------------
L-2
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ (1)/ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ BANK. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, A COPY OF WHICH IS ATTACHED
HERETO.
___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is
a foreign savings and loan association or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.
___ BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of
Columbia.
___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
- ------------------
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or invest on a discretionary basis at least $10,000,000 in securities.
L-1-1
<PAGE>
___ ERISA PLAN. The Buyer is an employee benefit plan within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and is subject to the fiduciary
responsibility provisions of ERISA.
___ INVESTMENT ADVISER. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
L-1-2
<PAGE>
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
----------------------------------------
Print Name of Buyer
By:
----------------------------------
Name:
Title:
Date:
--------------------------------
L-1-3
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
L-2-1
<PAGE>
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
--------------------------------------------------
Print Name of Buyer
By:
----------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
IF AN ADVISER:
------------------------------------------------
Print Name of Buyer
Date:
-----------------------------------------
Signature
--------------------------------------
(SEAL)
L-2-2
<PAGE>
EXHIBIT M
[Date]
[Company]
Re: Pooling and Servicing Agreement dated as of December 1, 1996 among PNC
Mortgage Securities Corp., as Depositor and Master Servicer, and First Bank
National Association, as Trustee, relating to PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1996-4
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except
as noted on the attachment hereto, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attachment hereto) it or the Custodian on its behalf has reviewed the
documents delivered to it or to the Custodian on its behalf pursuant to Section
2.01 of the Pooling and Servicing Agreement and has determined that (i) all
documents required (in the case of instruments described in clauses (X)(vi) and
(Y)(x) of the definition of "Mortgage File," known by the Trustee to be
required) pursuant to the third paragraph of Section 2.01 of the Pooling and
Servicing Agreement have been executed and received as of the date hereof are in
its possession or in the possession of the Custodian on its behalf and (ii) all
such documents have been executed and relate to the Mortgage Loans identified
in the Mortgage Loan Schedule. The Trustee has made no independent examination
of such documents beyond the review specifically required in the above
referenced Pooling and Servicing Agreement and has relied upon the purported
genuineness and due execution of any such documents and upon the purported
genuineness of any signature thereon. The Trustee makes no representations as
to: (i) the validity, legality, enforceability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
-----------------------------------------
as Trustee
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
M-1
<PAGE>
Exhibit O-1
MORTGAGE TRUST CERTIFICATE
Class Y-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit", as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 27, 1996.
Series 1996-4 Portion of the Class Y-1 Principal Balance as of
the Cut-Off Date evidenced by this
Certificate:
$
-----------------------------------------
Class Y-1 Remittance Rate: 7.000%
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class Y-1 Principal Balance as of the Cut-Off Date:
$230,430.13
---------------------
Registered Owner Certificate No. ___
O-1-1
<PAGE>
Exhibit O-2
MORTGAGE TRUST CERTIFICATE
Class Y-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 December 27, 1996.
Series 1996-4 Portion of the Class Y-2 Principal Balance as of the
Cut-Off Date evidenced by this Certificate:
$
---------------------------------
Class Y-2 Remittance Rate: 8.000%
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class Y-2 Principal Balance as of the Cut-Off Date:
$495,828.09
-------------------------
Registered Owner Certificate No. ___
O-2-1
<PAGE>
Exhibit O-3
MORTGAGE TRUST CERTIFICATE
Class Z-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 27, 1996.
Series 1996-4 Portion of the Class Z-1 Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
$
---------------------------------------
Class Z-1 Remittance Rate: 7.000%
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class Z-1 Principal Balance as of the Cut-Off Date:
$45,981,128.26
---------------------
Registered Owner Certificate No. ___
O-3-1
<PAGE>
Exhibit O-4
MORTGAGE TRUST CERTIFICATE
Class Z-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 December 27, 1996.
Series 1996-4 Portion of the Class Z-2 Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
$
-------------------------------
Class Z-2 Remittance Rate: 8.000%
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class Z-2 Principal Balance as of the Cut-Off Date:
$98,669,789.57
--------------------------
Registered Owner Certificate No. ___
O-4-1
<PAGE>
Exhibit O-5
MORTGAGE TRUST CERTIFICATE
Class IP-M
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 December 27, 1996.
Series 1996-4 Portion of the Class IP-M Principal Balance as of the
Cut-Off Date evidenced by this
Certificate:
$
------------------------------------------
Class IP-M Remittance Rate: 0.00%
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IP-M Principal Balance as of the Cut-Off Date:
$336,248.15
-------------------------
Registered Owner Certificate No. ___
O-5-1
<PAGE>
Exhibit O-6
MORTGAGE TRUST CERTIFICATE
Class IX-M
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 December 27, 1996.
Series 1996-4
Portion of the Class IX Notional Amount as of the
Cut-Off Date evidenced by this Certificate:
$
Class IX-M Remittance Rate: ---------------------------------------
7.000% applied to the
Class IX Notional Amount
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IX-M Principal Balance as of the Cut-Off Date:
$0.00
Class IX Notional Amount as of the Cut-Off Date:
$2,589,942.00
----------------------
Registered Owner Certificate No. ___
O-6-1
<PAGE>
Exhibit O-7
MORTGAGE TRUST CERTIFICATE
Class IIP-M
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 December 27, 1996.
Series 1996-4 Portion of the Class IIP-M Principal Balance as of the
Cut-Off Date evidenced by this Certificate:
$
-----------------------------------------
Class IIP-M Remittance Rate:0.00%
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIP-M Principal Balance as of the Cut-Off Date:
$993,737.28
-----------------------
Registered Owner Certificate No. ___
O-7-1
<PAGE>
Exhibit O-8
MORTGAGE TRUST CERTIFICATE
Class IIX-M
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 December 27, 1996.
Series 1996-4 Portion of the Class IIX Notional Amount as of
the Cut-Off Date evidenced by this Certificate:
$
----------------------------------------------
Class IIX-M Remittance Rate: 8.000% applied
to the Class IIX Notional Amount
Cut-Off Date: December 1, 1996
First Distribution Date: January 27, 1997
Last Scheduled Distribution Date: January 25, 2027
Class IIX-M Principal Balance as of the Cut-Off Date:
$0.00
Class IIX Notional Amount as of the Cut-Off Date:
$3,122,756.00
-------------------------
Registered Owner Certificate No. ___
O-8-1
<PAGE>
Exhibit P
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE CERTIFICATE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Certificate Trust Fund") whose
assets consist of, among other things, First Level Certificate Trust
Certificates evidencing interests in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool (the
"Mortgage Pool") of conventional one- to four-family mortgage loans (the
"Mortgage Loans"), formed and administered by PNC Mortgage Securities Corp. (the
"Company"), which term includes any successor entity under the Pooling Agreement
referred to below. The Mortgage Pool was created pursuant to a Pooling and
Servicing Agreement, dated as of the Cut-Off Date stated above (the "Pooling
Agreement"), between the Company and First Bank National Association, as Trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling Agreement. Nothing herein
shall be deemed inconsistent with such meanings, and in the event of any
conflict between the Pooling Agreement and the terms of this Certificate, the
Pooling Agreement shall control. This Certificate is issued under and is subject
to the terms, provisions and conditions of the Pooling Agreement, to which
Pooling Agreement the Holder of this Certificate, by virtue of the acceptance
hereof, assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the Certificate Trust Available Distribution
Amount for such Distribution Date then distributable on the Certificates of this
Class, as specified in Section 4.07 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.
P-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:
-----------------------------
P-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 Certificate Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the First Level Certificate Trust
Certificates, all as more specifically set forth herein and in the Pooling
Agreement. In the event Company funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Company from the related recoveries on
such Mortgage Loan or from other cash deposited in the Certificate Account to
the extent that such advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Pooling Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company and
the Trustee shall require the transferee to execute an investment letter in
substantially the form attached as Exhibit L to the Pooling Agreement, which
investment letter shall not be an expense of the Company, the Master Servicer or
the Trustee and (ii) in the event that such a transfer is not made pursuant to
Rule 144A under the Securities Act, the Company may require an Opinion of
Counsel satisfactory to the Company that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Company, the Master Servicer or the Trustee. Neither the Company nor the
Trustee will register the Certificate under the Securities Act, qualify the
Certificate under any state securities law or provide registration rights to any
purchaser. Any Holder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
P-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
Certificate Trust Available Distribution Amount distributable on this Class of
Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of the
Company, the Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Company, the Trustee, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund, First Level Certificate Trust Fund and Certificate Trust Fund created
thereby shall terminate upon (i) the later of the maturity or other liquidation
(including repurchase by the Company) of the last Mortgage Loan remaining in the
Mortgage Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to
Certificateholders of all amounts held by the Trustee 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 pay to the Trustee in the aggregate an
amount equal to 100% of the unpaid Principal Balance of such Mortgage Loan, plus
accrued interest at the applicable Pass-Through Rate to the next scheduled Due
Date for the Mortgage Loan. The Pooling Agreement permits, but does not require,
the Company to repurchase from the Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage Loan
upon payment to the Certificateholders of the amounts specified in the Pooling
Agreement. The exercise of such right will effect early retirement of the
Certificates, the Company's right to repurchase being subject to the aggregate
unpaid Principal Balance of the Mortgage Loans at the time of repurchase being
less than ten percent (10%) of the aggregate unpaid Principal Balance of the
Mortgage Loans as of the Cut-Off Date.
P-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.
P-5
