<PAGE>
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, NW
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 1997
(DATE OF EARLIEST EVENT REPORTED)
PNC MORTGAGE SECURITIES CORP.
AS DEPOSITOR AND MASTER SERVICER UNDER A
POOLING AND SERVICING AGREEMENT
DATED AS OF SEPTEMBER 1, 1997
PROVIDING FOR THE ISSUANCE OF
$288,274,518
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-5
Delaware 33-84896 36-4185798
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Incorporation) Number)
75 NORTH FAIRWAY DRIVE
VERNON HILLS, ILLINOIS 60061
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 549-6500
<PAGE>
Item 5. OTHER EVENTS
DESCRIPTION OF THE CERTIFICATES AND THE MORTGAGE POOL.
On September 30, 1997 (the "Closing Date"), PNC Mortgage Securities Corp.
(the "Company"), pursuant to a pooling and servicing agreement, dated as of
September 1, 1997, between the Company and U.S. Bank National Association, as
trustee, caused the Mortgage Pass-Through Certificates, Series 1997-5, to be
issued (the "Certificates") which consist of the following twenty-three classes:
(i) Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13 and Class
A-14 (the "Class A Certificates"), (ii) Class X, (iii) Class B-1, Class B-2 and
Class B-3 (the "Senior Subordinate Certificates"), (iv) Class B-4, Class B-5
and Class B-6 (the "Junior Subordinate Certificates" and, together with the
Senior Subordinate Certificates, the "Subordinate Certificates" or the "Class B
Certificates") and (v) Class R and Class R-1 (the "Residual Certificates" and,
together with the Class A and Class X Certificates, the "Senior Certificates").
The Class A-5, Class A-6 and Class A-14 Certificates are sometimes referred to
as the "Prepayment Lockout Certificates". The Class A-9 and Class A-10
Certificates are sometimes referred to as the "LIBOR Certificates". The Class
A-9 Certificates are sometimes referred to as the "Floater Certificates" and the
Class A-10 Certificates are sometimes referred to as the "Inverse Floater
Certificates". Only the Senior Certificates (other than the Class A-1
Certificates) and the Senior Subordinate Certificates (collectively, the
"Offered Certificates") are offered to the public pursuant to the Company's
Prospectus dated September 18, 1997 (the "Base Prospectus"), and Prospectus
Supplement dated September 26, 1997 (the "Prospectus Supplement", and together
with the Base Prospectus, the "Prospectus"). The Class A-1 Certificates and the
Junior Subordinate Certificates are not offered pursuant to the Prospectus.
The Certificates, other than the Class R-1 Certificates, evidence all the
beneficial ownership interest in a trust (the "Certificate Trust") established
by the Company, the assets of which, together with the Class R-1 Certificates
described in the Prospectus, will evidence all the beneficial ownership interest
in another trust (the "Mortgage Trust") also established by the Company. The
Mortgage Trust consists of a pool (the "Mortgage Pool") of conventional
fixed-rate one- to four-family residential mortgage loans with original terms to
maturity of not more than 30 years (the "Mortgage Loans") deposited and master
serviced by the Company, and certain other assets, as described in the
Prospectus.
- -------------------------------
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Prospectus, dated September 18, 1997, and
Prospectus Supplement, dated September 26, 1997, of PNC Mortgage Securities
Corp., relating to its Mortgage Pass-Through Certificates, Series 1997-5.
2
<PAGE>
The Company has caused elections to be made to treat the Mortgage Trust and
the Certificate Trust as "real estate mortgage investment conduits" (each, a
"REMIC") for federal income tax purposes. All of the certificates issued by the
Mortgage Trust and the Certificate Trust, other than the Class R-1 Certificates
and the Class R Certificates, represent ownership of REMIC "regular interests".
The Class R Certificates and the Class R-1 Certificates represent ownership of
the REMIC "residual interest" in the 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 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 initial Class Principal Balance, initial Remittance Rate and Last
Scheduled Distribution Date for each Class of Offered Certificates is set forth
in the table below:
INITIAL CLASS INITIAL LAST SCHEDULED
CLASS PRINCIPAL BALANCE REMITTANCE RATE (1) DISTRIBUTION DATE
----- ----------------- ------------------ -----------------
Class A-2 $18,990,025.00 6.750% October 25, 2027
Class A-3 19,125,000.00 7.400% October 25, 2027
Class A-4 5,200,000.00 7.400% (2) October 25, 2027
Class A-5 41,133,333.00 7.000% October 25, 2027
Class A-6 22,066,667.00 7.750% October 25, 2027
Class A-7 11,050,000.00 6.750% October 25, 2027
Class A-8 14,917,610.00 6.750% October 25, 2027
Class A-9 34,314,211.00 Variable (3) October 25, 2027
Class A-10 -- Variable (4) October 25, 2027
Class A-11 17,300,000.00 7.150% October 25, 2027
Class A-12 66,649,102.00 7.150% October 25, 2027
Class A-13 18,772,000.00 7.150% October 25, 2027
Class A-14 3,000,000.00 7.000% October 25, 2027
Class X -- 7.250%(5) October 25, 2027
Class B-1 9,628,954.00 7.250% October 25, 2027
Class B-2 2,626,078.00 7.250% October 25, 2027
Class B-3 3,501,438.00 7.250% October 25, 2027
Class R 50.00 7.250% October 25, 2027
Class R-1 50.00 7.250% October 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 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.
(2) On each Distribution Date on or before the Class A-4 Accretion Termination
Date (as defined in the Prospectus), an amount equal to the Class A-4
Accrual Amount (as defined in the Prospectus) will be added to the Class
A-4 Principal Balance, and such amount will be distributed as principal to
other Components (as defined in the Prospectus) and Classes of Certificates
as described in the Prospectus and will not be distributed as interest to
the Class A-4 Certificates.
3
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(3) The Class A-9 Certificates are comprised of two Components. The interest
and principal distributable to the Class A-9 Certificates will be based on
the interest and principal allocable to each Component thereof. The
initial Remittance Rate for the Class A-9 Certificates was 6.025% per
annum. Thereafter, the Class A-9 Certificates will accrue interest at a
per annum rate equal to LIBOR (as defined in the Prospectus) plus 0.400%,
subject to a minimum and maximum Remittance Rate of 0.400% and 9.000% per
annum, respectively.
(4) The initial Remittance Rate for the Class A-10 Certificates was 2.975% per
annum. Thereafter, the Class A-10 Certificates will accrue interest at a
per annum rate equal to 8.600% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.600% per annum, respectively. The
Class A-10 Certificates are not entitled to receive distributions of
principal and will accrue interest on the Class A-10 Notional Amount which
will equal the Class A-9 Principal Balance at the time of determination.
(5) The Remittance Rate on the Class X Certificates is 7.250% per annum. The
Class X Certificates accrue interest on the Class X Notional Amount (as
defined in "Description of the Certificates -- Distributions of Interest"
in the Prospectus Supplement). The Class X Notional Amount as of the
Cut-Off Date was approximately $22,241,969. The Class X Certificates are
not entitled to receive distributions of principal.
4
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The Mortgage Pool consists of Mortgage Loans having an aggregate principal
balance outstanding as of September 1, 1997 (the "Cut-Off Date"), after
deducting payments due on or before that date, of approximately $350,143,811.
The Mortgage Loans are secured by first mortgages or first deeds of trust
or other similar security instruments creating first liens on one- to
four-family residential properties (the "Mortgaged Properties"), which may
include detached homes, duplexes, townhouses, individual condominium units,
individual units in planned unit developments and other attached dwelling units
which are part of buildings consisting of more than four units (so long as the
property subject to the lien of the related Mortgage consists of no more than
four units), and having the additional characteristics described below and in
the Prospectus.
Each Mortgage Loan will have a first payment date during the period from
May, 1996 through October, 1997, inclusive, and will have an original term to
maturity of not more than 30 years. As of the Cut-Off Date, the Mortgage
Interest Rate on each Mortgage Loan was not less than 7.000% and not more than
9.375% per annum. As of the Cut-Off Date, the weighted average of the Mortgage
Interest Rates on the Mortgage Loans was approximately 8.208% per annum. As of
the Cut-Off Date, the Pass-Through Rate for each Mortgage Loan was not less than
6.750% and not more than 9.083% per annum. As of the Cut-Off Date, the weighted
average of the Pass-Through Rates for the Mortgage Loans was approximately
7.919% per annum.
All of the Mortgage Loans have principal and interest payable on the first
day of each month (the "Due Date"). Approximately 0.4% of the Mortgage Loans
are Buydown Loans. The latest original scheduled maturity of any Mortgage Loan
is September, 2027. 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 357.3 months. At origination, based upon an appraisal of the
Mortgaged Property securing each Mortgage Loan, approximately 88.6% of the
Mortgage Loans had Loan-to-Value Ratios less than or equal to 80%, and
approximately 11.4% 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 75.1%. As of the
Cut-Off Date, the weighted average of the Loan-to-Value Ratios of the Mortgage
Loans was approximately 75.0%. As of the Cut-Off Date, approximately 11.7% of
the Mortgage Loans were covered by a Primary Insurance Policy. All of the
Mortgage Loans with Loan-to-Value Ratios as of the Cut-Off Date in excess of 80%
were covered by a Primary Insurance Policy. At origination, each Mortgage Loan
had a principal balance of not less than $12,000 nor more than $1,000,000, and
the average principal balance of the Mortgage Loans as of the Cut-Off Date was
approximately $251,540. Approximately 94.1% of the Mortgage Loans were secured
by owner-occupied Mortgaged Properties which were the primary residences of the
related Mortgagors, based solely on representations of the Mortgagors obtained
at the origination of the related Mortgage Loans, and approximately 0.8% of the
Mortgage Loans were secured by owner-occupied Mortgaged Properties which were
second or vacation homes of the related Mortgagors,
5
<PAGE>
based solely on such representations. Approximately 5.1% of the Mortgage Loans
were secured by Mortgaged Properties which were investor properties of the
related Mortgagors, based solely on such representations. None of the Mortgage
Loans are secured by interests in cooperative apartments. The aggregate
principal balance of Mortgage Loans originated under reduced and no
documentation programs (including certain Mortgage Loans for which verification
of income and deposits was not required), which generally limit the original
Loan-to-Value Ratio of the Mortgage Loan, was approximately $96,243,265, which
was approximately 27.5% of the Mortgage Loans. As of the Cut-Off Date, the
weighted average of the Loan-to-Value Ratios of such Mortgage Loans originated
under such reduced and no documentation programs was approximately 71.4%.
Approximately 50.6% of the Mortgage Loans are secured by Mortgaged
Properties located in California; 8.2%, in Texas; and no other single state
contains Mortgaged Properties securing more than 5.0% of the Mortgage Loans. No
more than 1.7% of the Mortgage Loans are secured by Mortgaged Properties located
in any one California zip code area, and no more than 0.5% of the Mortgage Loans
are secured by Mortgaged Properties located in any other single zip code area.
Approximately 31.9% of the Mortgage Loans were originated for the purpose of
refinancing existing mortgage debt, including cash-out refinancings.
Approximately 68.1% of the Mortgage Loans were originated for the purpose of
purchasing the Mortgaged Property.
The Servicing Fee with respect to each Mortgage Loan ranges from a minimum
of 0.150% to a maximum of 0.250%, with a weighted average of 0.240%. The Master
Servicing Fee with respect to each Mortgage Loan ranges from a minimum of 0.043%
to a maximum of 0.100%, with a weighted average of 0.048%. See "Description of
the Certificates -- Servicing Compensation and Payment of Expenses" in the
Prospectus for information regarding other possible compensation to the Company
and the servicers.
The following tables describe additional characteristics of the Mortgage
Loans for each Loan Group as of the Cut-Off Date. All percentages set forth
below have been calculated based on the principal balance of the Mortgage Loans
in the applicable Loan Group as of the Cut-Off Date. Note that the sum of the
percentages set forth under the heading "% of Aggregate Balance of Loan Group"
in each of the tables that follow may not equal 100% due to rounding.
6
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a) Number of loans: 1,392
b) Mortgage Interest Rates: 1997-5
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
---------- ------ ---------------- ------------
7.000% 1 $ 638,947.72 0.18 %
7.250% 1 $ 283,778.45 0.08 %
7.375% 4 $ 1,497,570.44 0.43 %
7.500% 20 $ 5,573,100.33 1.59 %
7.625% 50 $ 14,308,046.85 4.09 %
7.626% 1 $ 231,832.10 0.07 %
7.750% 97 $ 29,793,016.53 8.51 %
7.875% 120 $ 37,500,000.93 10.71 %
7.990% 3 $ 892,540.29 0.25 %
8.000% 159 $ 45,201,126.91 12.91 %
8.125% 130 $ 36,683,252.12 10.48 %
8.250% 162 $ 42,166,923.16 12.04 %
8.375% 165 $ 40,311,708.37 11.51 %
8.500% 147 $ 32,399,243.18 9.25 %
8.625% 110 $ 22,331,942.29 6.38 %
8.750% 106 $ 20,168,063.78 5.76 %
8.875% 58 $ 11,840,319.59 3.38 %
9.000% 33 $ 4,211,759.29 1.20 %
9.125% 16 $ 2,925,482.54 0.84 %
9.250% 7 $ 1,053,436.36 0.30 %
9.375% 2 $ 131,719.56 0.04 %
----- ---------------- -----------
TOTAL 1392 $ 350,143,810.79 100.00 %
----- ----------------
----- ----------------
7
<PAGE>
c) Pass-Through Rates: 1997-5
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
------------------ -------------- ----------- ----------------
6.501 - 6.750% $ 638,947.72 7.000% 358
6.751 - 7.000% $ 283,778.45 7.250% 359
7.001 - 7.250% $ 7,070,670.77 7.474% 358
7.251 - 7.500% $ 44,332,895.48 7.709% 358
7.501 - 7.750% $ 83,593,668.13 7.944% 358
7.751 - 8.000% $ 78,850,175.28 8.192% 358
8.001 - 8.250% $ 72,710,951.55 8.431% 358
8.251 - 8.500% $ 42,500,006.07 8.684% 358
8.501 - 8.750% $ 16,052,078.88 8.908% 357
8.751 - 9.000% $ 3,978,918.90 9.158% 356
9.001 - 9.250% $ 131,719.56 9.375% 356
--------------- ------ ------
$350,143,810.79 8.208% * 358 *
---------------
---------------
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
8
<PAGE>
d) Original Principal Balances: 1997-5
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
------------------- ------ ---------------- ------------
$ 50,000 OR LESS 52 $ 2,066,673.40 0.59 %
$ 50,001 - 75,000 73 $ 4,564,811.44 1.30 %
$ 75,001 - 100,000 114 $ 10,029,778.06 2.86 %
$100,001 - 150,000 180 $ 21,974,773.79 6.28 %
$150,001 - 200,000 90 $ 15,837,275.35 4.52 %
$200,001 - 250,000 221 $ 51,137,590.68 14.60 %
$250,001 - 300,000 254 $ 69,764,279.17 19.92 %
$300,001 - 350,000 136 $ 44,557,883.01 12.73 %
$350,001 - 400,000 85 $ 32,106,497.67 9.17 %
$400,001 - 450,000 62 $ 26,341,201.43 7.52 %
$450,001 - 500,000 38 $ 18,148,494.73 5.18 %
OVER $500,000 87 $ 53,614,552.06 15.31 %
------ ---------------- ------------
TOTAL 1,392 $ 350,143,810.79 100.00 %
------ -----------------
------ -----------------
Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $ 12,000
Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $1,000,000
9
<PAGE>
e) Years of initial Monthly Payment: 1997-5
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
------- ------ ---------------- ------------
1996 5 $ 1,211,280.12 0.35 %
1997 1387 $ 348,932,530.67 99.65 %
------ ---------------- ------------
TOTAL 1392 $ 350,143,810.79 100.00 %
------ -----------------
------ -----------------
10
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f) Current Loan-to-Value Ratios: 1997-5
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 166 $ 36,988,105.86 10.56 %
60.01-70.00% 164 $ 40,790,122.82 11.65 %
70.01-75.00% 232 $ 61,370,348.74 17.53 %
75.01-80.00% 661 $ 171,134,155.78 48.88 %
80.01-85.00% 18 $ 4,904,092.04 1.40 %
85.01-90.00% 118 $ 27,095,734.60 7.74 %
90.01-95.00% 33 $ 7,861,250.95 2.25 %
95.01% OR MORE 0 $ .00 0.00 %
------ ---------------- ------------
TOTAL 1392 $ 350,143,810.79 100.00 %
------ -----------------
------ -----------------
11
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g) Types of Mortgaged Properties: 1997-5
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
------------ ------ ----------------- ------------
SINGLE FAMILY DETACHED 1076 $ 282,478,708.12 80.67 %
DUPLEX 29 $ 4,790,837.68 1.37 %
TRIPLEX 7 $ 1,930,791.48 0.55 %
FOURPLEX 14 $ 1,825,328.38 0.52 %
TOWNHOUSE 2 $ 793,636.96 0.23 %
CONDOMINIUM 61 $ 9,865,707.86 2.82 %
PLANNED UNIT DEVELOPMENT 199 $ 47,580,183.46 13.59 %
HI-RISE CONDO 4 $ 878,616.85 0.25 %
------ ----------------- ------------
TOTAL 1392 $ 350,143,810.79 100.00 %
------ -----------------
------ -----------------
12
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h) Geographic Distribution by state: 1997-5
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ALABAMA 3 $ 775,713.76 0.22 %
ARIZONA 55 $ 7,933,946.95 2.27 %
ARKANSAS 4 $ 823,520.28 0.24 %
CALIFORNIA 589 $ 177,266,691.64 50.63 %
COLORADO 79 $ 12,010,633.93 3.43 %
CONNECTICUT 23 $ 7,145,184.55 2.04 %
DELAWARE 1 $ 317,175.99 0.09 %
DISTRICT OF COLUMBIA 2 $ 678,018.97 0.19 %
FLORIDA 49 $ 13,994,771.05 4.00 %
GEORGIA 44 $ 9,209,322.26 2.63 %
HAWAII 2 $ 897,606.95 0.26 %
IDAHO 7 $ 1,511,712.85 0.43 %
ILLINOIS 37 $ 9,954,864.22 2.84 %
INDIANA 3 $ 735,118.24 0.21 %
KANSAS 4 $ 632,020.22 0.18 %
KENTUCKY 7 $ 1,940,572.80 0.55 %
LOUISIANA 3 $ 901,635.20 0.26 %
MAINE 1 $ 236,204.98 0.07 %
MARYLAND 11 $ 3,254,158.66 0.93 %
MASSACHUSETTS 38 $ 10,654,346.15 3.04 %
MICHIGAN 7 $ 879,059.16 0.25 %
MINNESOTA 2 $ 680,168.80 0.19 %
MISSISSIPPI 2 $ 591,980.18 0.17 %
MISSOURI 4 $ 763,835.11 0.22 %
MONTANA 5 $ 1,997,885.26 0.57 %
NEBRASKA 2 $ 488,667.26 0.14 %
NEVADA 25 $ 5,317,325.43 1.52 %
NEW HAMPSHIRE 1 $ 227,431.08 0.06 %
NEW JERSEY 20 $ 5,773,403.95 1.65 %
NEW MEXICO 8 $ 990,902.35 0.28 %
NEW YORK 17 $ 5,505,639.08 1.57 %
NORTH CAROLINA 18 $ 4,779,605.98 1.37 %
OHIO 15 $ 3,841,601.17 1.10 %
OKLAHOMA 5 $ 1,990,058.32 0.57 %
OREGON 42 $ 6,417,044.28 1.83 %
PENNSYLVANIA 13 $ 3,806,665.57 1.09 %
RHODE ISLAND 2 $ 663,325.62 0.19 %
SOUTH CAROLINA 3 $ 844,539.02 0.24 %
TENNESSEE 4 $ 1,838,409.55 0.53 %
TEXAS 179 $ 28,800,151.92 8.23 %
UTAH 9 $ 2,176,566.79 0.62 %
VERMONT 1 $ 115,979.15 0.03 %
VIRGINIA 6 $ 1,541,223.05 0.44 %
WASHINGTON 38 $ 8,961,855.68 2.56 %
WISCONSIN 1 $ 227,847.01 0.07 %
WYOMING 1 $ 49,420.37 0.01 %
------ ----------------- ------------
TOTAL 1392 $ 350,143,810.79 100.00 %
------ -----------------
------ -----------------
13
<PAGE>
i) Scheduled maturity years: 1997-5
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2017 1 $ 223,631.37 0.06 %
2026 11 $ 2,810,879.46 0.80 %
2027 1380 $ 347,109,299.96 99.13 %
------ ------------------ ------------
TOTAL 1392 $ 350,143,810.79 100.00 %
------ ------------------
------ ------------------
Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 357.3
Latest scheduled maturity of any Mortgage Loan: September, 2027
14
<PAGE>
j) Original Terms: 1997-5
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
240 1 $ 223,631.37 0.06 %
351 1 $ 214,853.32 0.06 %
352 3 $ 945,607.98 0.27 %
354 1 $ 303,593.07 0.09 %
355 1 $ 279,836.94 0.08 %
360 1385 $ 348,176,288.11 99.44 %
------ ---------------- ------------
TOTAL 1392 $ 350,143,810.79 100.00 %
------ ----------------
------ ----------------
15
<PAGE>
k) Documentation Program Types: 1997-5
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
------------------------- ------ ---------------- ------------
FULL DOCUMENTATION 917 $ 253,900,546.16 72.51 %
LIMITED DOCUMENTATION 475 $ 96,243,264.63 27.49 %
------ ---------------- ------------
TOTAL 1392 $ 350,143,810.79 100.00 %
------ ----------------
------ ----------------
16
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is furnished herewith:
4.1 Pooling and Servicing Agreement between PNC
Mortgage Securities Corp., Depositor and Master
Servicer, and First Bank National Association,
Trustee, dated as of September 1, 1997.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 30, 1997.
PNC MORTGAGE SECURITIES
CORP.
(Registrant)
By: /s/ Thomas G. Lehmann
--------------------------------
Thomas G. Lehmann
Vice President
(Authorized Officer)
18
<PAGE>
PNC MORTGAGE SECURITIES CORP.,
as Depositor and Master Servicer
and
U.S. BANK
NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
$350,143,810.79
PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates
Series 1997-5
(Certificate Trust)
Mortgage Trust Pass Through Certificates
Series 1997-5
(Mortgage Trust)
Cut-Off Date: September 1, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
Preliminary Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
Section 1.01. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 6
Accrual Amount . . . . . . . . . . . . . . . . . . . . . . . 6
Aggregate Certificate Principal Balance. . . . . . . . . . . 6
Appraised Value. . . . . . . . . . . . . . . . . . . . . . . 6
Assignment of Proprietary Lease. . . . . . . . . . . . . . . 6
Authenticating Agent . . . . . . . . . . . . . . . . . . . . 6
Authorized Denomination. . . . . . . . . . . . . . . . . . . 6
Bankruptcy Coverage. . . . . . . . . . . . . . . . . . . . . 6
Bankruptcy Coverage Initial Amount . . . . . . . . . . . . . 7
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . . . . . 7
Beneficial Holder: . . . . . . . . . . . . . . . . . . . . . 7
Book-Entry Certificates. . . . . . . . . . . . . . . . . . . 7
Business Day . . . . . . . . . . . . . . . . . . . . . . . . 7
Buydown Agreement. . . . . . . . . . . . . . . . . . . . . . 7
Buydown Fund . . . . . . . . . . . . . . . . . . . . . . . . 7
Buydown Fund Account . . . . . . . . . . . . . . . . . . . . 7
Buydown Loan . . . . . . . . . . . . . . . . . . . . . . . . 8
Certificate. . . . . . . . . . . . . . . . . . . . . . . . . 8
Certificate Account. . . . . . . . . . . . . . . . . . . . . 8
Certificateholder or Holder. . . . . . . . . . . . . . . . . 8
Certificate Principal Balance. . . . . . . . . . . . . . . . 8
Certificate Register and Certificate Registrar . . . . . . . 8
Certificate Trust. . . . . . . . . . . . . . . . . . . . . . 8
Certificate Trust Available Distribution Amount. . . . . . . 8
Certificate Trust Certificate Distribution Amount. . . . . . 9
Certificate Trust Certificates . . . . . . . . . . . . . . . 9
Certificate Trust Fund . . . . . . . . . . . . . . . . . . . 9
Class. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Class A Certificates . . . . . . . . . . . . . . . . . . . . 10
Class A-1 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-2 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-3 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-4 Accretion Termination Date . . . . . . . . . . . . 10
Class A-4 Accrual Amount . . . . . . . . . . . . . . . . . . 10
Class A-4 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-5 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-6 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-7 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-8 Certificates . . . . . . . . . . . . . . . . . . . 10
Class A-9 Certificates . . . . . . . . . . . . . . . . . . . 11
Class A-10 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-10 Notional Amount . . . . . . . . . . . . . . . . . 11
Class A-11 Certificates. . . . . . . . . . . . . . . . . . . 11
i
<PAGE>
PAGE
Class A-12 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-13 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-14 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A1-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A2-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A3-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A4-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A5-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A6-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A7-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A8-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A9-L Certificates. . . . . . . . . . . . . . . . . . . 11
Class A11-L Certificates . . . . . . . . . . . . . . . . . . 12
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Class A12-L Certificates . . . . . . . . . . . . . . . . . . 12
Class A13-L Certificates . . . . . . . . . . . . . . . . . . 12
Class A14-L Certificates . . . . . . . . . . . . . . . . . . 12
Class B Certificates . . . . . . . . . . . . . . . . . . . . 12
Class B-1 Certificates . . . . . . . . . . . . . . . . . . . 12
Class B-2 Certificates . . . . . . . . . . . . . . . . . . . 12
Class B-3 Certificates . . . . . . . . . . . . . . . . . . . 12
Class B-4 Certificates . . . . . . . . . . . . . . . . . . . 12
Class B-5 Certificates . . . . . . . . . . . . . . . . . . . 12
Class B-6 Certificates . . . . . . . . . . . . . . . . . . . 12
Class B1-L Certificates. . . . . . . . . . . . . . . . . . . 12
Class B2-L Certificates. . . . . . . . . . . . . . . . . . . 12
Class B3-L Certificates. . . . . . . . . . . . . . . . . . . 12
Class B4-L Certificates. . . . . . . . . . . . . . . . . . . 12
Class B5-L Certificates. . . . . . . . . . . . . . . . . . . 12
Class B6-L Certificates. . . . . . . . . . . . . . . . . . . 13
Class Notional Amount. . . . . . . . . . . . . . . . . . . . 13
Class X Certificates . . . . . . . . . . . . . . . . . . . . 13
Class X-L Certificates . . . . . . . . . . . . . . . . . . . 13
Class X Notional Amount. . . . . . . . . . . . . . . . . . . 13
Class Principal Balance. . . . . . . . . . . . . . . . . . . 13
Class R Certificates . . . . . . . . . . . . . . . . . . . . 13
Class R-L Certificates . . . . . . . . . . . . . . . . . . . 13
Class R-1 Certificates . . . . . . . . . . . . . . . . . . . 14
Clearing Agency. . . . . . . . . . . . . . . . . . . . . . . 14
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . 14
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Compensating Interest. . . . . . . . . . . . . . . . . . . . 14
Component. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Component A-1-1. . . . . . . . . . . . . . . . . . . . . . . 14
Component A1-1-L . . . . . . . . . . . . . . . . . . . . . . 14
Component A-1-2. . . . . . . . . . . . . . . . . . . . . . . 14
Component A1-2-L . . . . . . . . . . . . . . . . . . . . . . 14
ii
<PAGE>
PAGE
Component A-1-2 Accretion Termination Date . . . . . . . . . 14
Component A-1-2 Accrual Amount . . . . . . . . . . . . . . . 14
Component A-1-3. . . . . . . . . . . . . . . . . . . . . . . 15
Component A-1-4. . . . . . . . . . . . . . . . . . . . . . . 15
Component A1-4-L . . . . . . . . . . . . . . . . . . . . . . 15
Component A-1-5. . . . . . . . . . . . . . . . . . . . . . . 15
Component A1-5-L . . . . . . . . . . . . . . . . . . . . . . 15
Component A-1-5 Notional Amount. . . . . . . . . . . . . . . 15
Component A-9-1. . . . . . . . . . . . . . . . . . . . . . . 15
Component A9-1-L . . . . . . . . . . . . . . . . . . . . . . 15
Component A-9-2. . . . . . . . . . . . . . . . . . . . . . . 15
Component A9-2-L . . . . . . . . . . . . . . . . . . . . . . 15
Component Principal Balance. . . . . . . . . . . . . . . . . 16
Cooperative. . . . . . . . . . . . . . . . . . . . . . . . . 16
Cooperative Apartment. . . . . . . . . . . . . . . . . . . . 16
Cooperative Lease. . . . . . . . . . . . . . . . . . . . . . 16
Cooperative Loans. . . . . . . . . . . . . . . . . . . . . . 16
Cooperative Stock. . . . . . . . . . . . . . . . . . . . . . 17
Cooperative Stock Certificate. . . . . . . . . . . . . . . . 17
Corporate Trust Office . . . . . . . . . . . . . . . . . . . 17
Corresponding Class. . . . . . . . . . . . . . . . . . . . . 17
Credit Support Depletion Date. . . . . . . . . . . . . . . . 17
Curtailment. . . . . . . . . . . . . . . . . . . . . . . . . 17
Curtailment Shortfall. . . . . . . . . . . . . . . . . . . . 17
Custodial Account for P&I. . . . . . . . . . . . . . . . . . 17
Custodial Account for Reserves . . . . . . . . . . . . . . . 18
Custodial Agreement. . . . . . . . . . . . . . . . . . . . . 18
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Cut-Off Date . . . . . . . . . . . . . . . . . . . . . . . . 18
Definitive Certificates. . . . . . . . . . . . . . . . . . . 18
Depositary Agreement . . . . . . . . . . . . . . . . . . . . 18
Destroyed Mortgage Note. . . . . . . . . . . . . . . . . . . 18
Determination Date . . . . . . . . . . . . . . . . . . . . . 18
Disqualified Organization. . . . . . . . . . . . . . . . . . 18
Distribution Date. . . . . . . . . . . . . . . . . . . . . . 18
DTC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
DTC Participant. . . . . . . . . . . . . . . . . . . . . . . 19
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Eligible Institution . . . . . . . . . . . . . . . . . . . . 19
Eligible Investments . . . . . . . . . . . . . . . . . . . . 19
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Event of Default . . . . . . . . . . . . . . . . . . . . . . 20
Excess Liquidation Proceeds. . . . . . . . . . . . . . . . . 20
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
FHA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
FHLB . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
iii
<PAGE>
PAGE
Fraud Coverage . . . . . . . . . . . . . . . . . . . . . . . 21
Fraud Coverage Initial Amount. . . . . . . . . . . . . . . . 21
Fraud Loss . . . . . . . . . . . . . . . . . . . . . . . . . 21
Indirect DTC Participants. . . . . . . . . . . . . . . . . . 21
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . 21
Interest Distribution Amount . . . . . . . . . . . . . . . . 21
Investment Account . . . . . . . . . . . . . . . . . . . . . 22
Investment Depository. . . . . . . . . . . . . . . . . . . . 22
Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
LIBOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
LIBOR Determination Date . . . . . . . . . . . . . . . . . . 23
Liquidated Mortgage Loan . . . . . . . . . . . . . . . . . . 23
Liquidation Principal. . . . . . . . . . . . . . . . . . . . 23
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . 23
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . . . . . 23
Lockout Liquidation Amount . . . . . . . . . . . . . . . . . 23
Lockout Percentage . . . . . . . . . . . . . . . . . . . . . 23
Lockout Prepayment Percentage. . . . . . . . . . . . . . . . 24
Lockout Principal Distribution Amount. . . . . . . . . . . . 24
Master Servicer. . . . . . . . . . . . . . . . . . . . . . . 24
Master Servicing Fee . . . . . . . . . . . . . . . . . . . . 24
Monthly P&I Advance. . . . . . . . . . . . . . . . . . . . . 24
Monthly Payment. . . . . . . . . . . . . . . . . . . . . . . 24
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . 24
Mortgage File. . . . . . . . . . . . . . . . . . . . . . . . 24
Mortgage Interest Rate . . . . . . . . . . . . . . . . . . . 27
Mortgage Loan Schedule . . . . . . . . . . . . . . . . . . . 27
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . 27
Mortgage Note. . . . . . . . . . . . . . . . . . . . . . . . 27
Mortgage Pool. . . . . . . . . . . . . . . . . . . . . . . . 27
Mortgage Trust . . . . . . . . . . . . . . . . . . . . . . . 28
Mortgage Trust Available Distribution Amount . . . . . . . . 28
Mortgage Trust Certificate Distribution Amount . . . . . . . 29
Mortgage Trust Certificates. . . . . . . . . . . . . . . . . 38
Mortgage Trust Fund. . . . . . . . . . . . . . . . . . . . . 38
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . . . . 38
Nonrecoverable Advance . . . . . . . . . . . . . . . . . . . 38
Non-U.S. Person. . . . . . . . . . . . . . . . . . . . . . . 38
OTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Officer's Certificate. . . . . . . . . . . . . . . . . . . . 38
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . 38
Original Value . . . . . . . . . . . . . . . . . . . . . . . 38
Ownership Interest . . . . . . . . . . . . . . . . . . . . . 38
Pass-Through Entity. . . . . . . . . . . . . . . . . . . . . 38
Pass-Through Rate. . . . . . . . . . . . . . . . . . . . . . 39
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . 39
Payoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
iv
<PAGE>
PAGE
Payoff Earnings. . . . . . . . . . . . . . . . . . . . . . . 39
Payoff Interest. . . . . . . . . . . . . . . . . . . . . . . 39
Payoff Period. . . . . . . . . . . . . . . . . . . . . . . . 39
Percentage Interest. . . . . . . . . . . . . . . . . . . . . 39
Permitted Transferee . . . . . . . . . . . . . . . . . . . . 41
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Planned Principal Balance. . . . . . . . . . . . . . . . . . 41
PO Fraction. . . . . . . . . . . . . . . . . . . . . . . . . 41
PO Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . 41
Premium Rate Mortgage Loans. . . . . . . . . . . . . . . . . 41
Prepaid Monthly Payment. . . . . . . . . . . . . . . . . . . 41
Primary Insurance Policy . . . . . . . . . . . . . . . . . . 41
Principal Balance. . . . . . . . . . . . . . . . . . . . . . 41
Principal Payment. . . . . . . . . . . . . . . . . . . . . . 42
Principal Payment Amount . . . . . . . . . . . . . . . . . . 42
Principal Prepayment . . . . . . . . . . . . . . . . . . . . 42
Principal Prepayment Amount. . . . . . . . . . . . . . . . . 42
Prior Period . . . . . . . . . . . . . . . . . . . . . . . . 42
Pro Rata Allocation. . . . . . . . . . . . . . . . . . . . . 42
Purchase Obligation. . . . . . . . . . . . . . . . . . . . . 43
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 43
Qualified Insurer. . . . . . . . . . . . . . . . . . . . . . 43
Rating Agency. . . . . . . . . . . . . . . . . . . . . . . . 43
Ratings. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Realized Loss. . . . . . . . . . . . . . . . . . . . . . . . 44
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . 45
Reference Banks. . . . . . . . . . . . . . . . . . . . . . . 45
Regular Interest Certificates. . . . . . . . . . . . . . . . 45
REMIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
REMIC Provisions . . . . . . . . . . . . . . . . . . . . . . 45
Remittance Rate. . . . . . . . . . . . . . . . . . . . . . . 45
Residual Certificates. . . . . . . . . . . . . . . . . . . . 45
Residual Distribution Amount . . . . . . . . . . . . . . . . 45
Responsible Officer. . . . . . . . . . . . . . . . . . . . . 46
S&P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Securities Act . . . . . . . . . . . . . . . . . . . . . . . 46
Security Agreement . . . . . . . . . . . . . . . . . . . . . 46
Selling and Servicing Contract . . . . . . . . . . . . . . . 46
Senior Certificates. . . . . . . . . . . . . . . . . . . . . 46
Senior Liquidation Amount. . . . . . . . . . . . . . . . . . 46
Senior Percentage. . . . . . . . . . . . . . . . . . . . . . 46
Senior Prepayment Percentage . . . . . . . . . . . . . . . . 46
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . 48
Servicing Officer. . . . . . . . . . . . . . . . . . . . . . 48
Special Hazard Coverage. . . . . . . . . . . . . . . . . . . 48
Special Hazard Coverage Initial Amount . . . . . . . . . . . 48
Special Hazard Loss. . . . . . . . . . . . . . . . . . . . . 48
v
<PAGE>
PAGE
Step Down Percentage . . . . . . . . . . . . . . . . . . . . 49
Stripped Interest Rate . . . . . . . . . . . . . . . . . . . 49
Subordinate Certificates . . . . . . . . . . . . . . . . . . 49
Subordinate Liquidation Amount . . . . . . . . . . . . . . . 49
Subordinate Percentage . . . . . . . . . . . . . . . . . . . 49
Subordinate Prepayment Percentage. . . . . . . . . . . . . . 49
Subordinate Principal Distribution Amount. . . . . . . . . . 49
Subordination Level. . . . . . . . . . . . . . . . . . . . . 50
Substitute Mortgage Loan . . . . . . . . . . . . . . . . . . 50
Targeted Principal Balance . . . . . . . . . . . . . . . . . 50
Tax Matters Person . . . . . . . . . . . . . . . . . . . . . 50
Termination Date . . . . . . . . . . . . . . . . . . . . . . 50
Termination Payment. . . . . . . . . . . . . . . . . . . . . 50
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . 50
Transferee Affidavit and Agreement . . . . . . . . . . . . . 50
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Uncollected Interest . . . . . . . . . . . . . . . . . . . . 51
Uncompensated Interest Shortfall . . . . . . . . . . . . . . 51
Underwriting Standards . . . . . . . . . . . . . . . . . . . 51
Uninsured Cause. . . . . . . . . . . . . . . . . . . . . . . 51
U.S. Person. . . . . . . . . . . . . . . . . . . . . . . . . 51
VA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
WAC IO Notional Amount . . . . . . . . . . . . . . . . . . . 51
Withdrawal Date. . . . . . . . . . . . . . . . . . . . . . . 51
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.. . . . . . . . . . . . . . . . . . . . . . . . 52
Section 2.02. ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . . . . . . 56
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . 58
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES . . . . . . . . . . . . . . . . . . . 62
Section 2.05. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC ELECTION
AND DESIGNATIONS . . . . . . . . . . . . . . . . . . . . . . 62
Section 2.06. ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . . . . . . 65
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE MORTGAGE TRUST CERTIFICATES. . . . . . . . . . . . . . . 65
Section 2.08. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND THE
CLASS R CERTIFICATES . . . . . . . . . . . . . . . . . . . . 66
ARTICLE III
vi
<PAGE>
PAGE
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. . . . . . . . . . . . 66
Section 3.02. CUSTODIAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . 67
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS . . . . . . . . 68
Section 3.04. THE CERTIFICATE ACCOUNT. . . . . . . . . . . . . . . . . . . 69
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE
BUYDOWN FUND ACCOUNTS. . . . . . . . . . . . . . . . . . . . 70
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 3.07. MAINTENANCE OF HAZARD INSURANCE. . . . . . . . . . . . . . . 71
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. . 72
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. . . . . . . . . . 73
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. . . . . . . 74
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS. . . . 75
Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT. . . . 75
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. . . . . . . . . . . . . . 76
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . 76
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. . . 76
Section 3.16. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 3.17. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 3.18. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 3.19. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 3.20. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING
CONTRACTS BY TRUSTEE . . . . . . . . . . . . . . . . . . . . 76
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. DISTRIBUTIONS TO CERTIFICATEHOLDERS. . . . . . . . . . . . . 77
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS. . . . . . . 78
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO
THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 4.04. NONRECOVERABLE ADVANCES. . . . . . . . . . . . . . . . . . . 80
Section 4.05. CERTIFICATE TRUST DISTRIBUTIONS. . . . . . . . . . . . . . . 80
Section 4.06. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS . . . . . 81
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 82
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF
PRINCIPAL AND INTEREST; AUTHORIZED DENOMINATIONS . . . . . . 88
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. . . . 88
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. . . . . . 89
vii
<PAGE>
PAGE
Section 5.05. PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . . . 89
Section 5.06. TEMPORARY CERTIFICATES . . . . . . . . . . . . . . . . . . . 89
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES.. . . . . . . . . . . 90
Section 5.08. NOTICES TO CLEARING AGENCY.. . . . . . . . . . . . . . . . . 91
Section 5.09. DEFINITIVE CERTIFICATES. . . . . . . . . . . . . . . . . . . 91
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. . . . . . . . . . . . . 91
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER . . . . . . 91
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER
SERVICER AND OTHERS. . . . . . . . . . . . . . . . . . . . . 92
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. . . . . . . . 92
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 93
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR . . . . . . . . . . 95
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS . . . . . . . . . . . . . 96
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . . 96
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. . . . . . . . . . . . 97
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. . . . 98
Section 8.04. TRUSTEE MAY OWN CERTIFICATES . . . . . . . . . . . . . . . . 98
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES . . . 98
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE . . . . . . . . . . . . 99
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE . . . . . . . . . . . . . 99
Section 8.08. SUCCESSOR TRUSTEE. . . . . . . . . . . . . . . . . . . . . . 100
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE . . . . . . . . . . . . . 100
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. . . . . . . . 100
Section 8.11. AUTHENTICATING AGENTS. . . . . . . . . . . . . . . . . . . . 101
Section 8.12. PAYING AGENTS. . . . . . . . . . . . . . . . . . . . . . . . 102
ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION
OF ALL MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . 103
viii
<PAGE>
PAGE
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS . . . . . . . . . . . . 104
Section 9.03. TRUSTS IRREVOCABLE. . . . . . . . . . . . . . . . . . . . . 105
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 10.02. RECORDATION OF AGREEMENT. . . . . . . . . . . . . . . . . . 106
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. . . . . . . . . 106
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. . . . . . . . . . . . 107
Section 10.05. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 107
Section 10.06. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Section 10.07. SEVERABILITY OF PROVISIONS. . . . . . . . . . . . . . . . . 108
Section 10.08. COUNTERPART SIGNATURES. . . . . . . . . . . . . . . . . . . 108
Section 10.09. BENEFITS OF AGREEMENT . . . . . . . . . . . . . . . . . . . 108
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.. . . . . . . . . . . . 108
ix
<PAGE>
EXHIBITS
Exhibit A -- Forms of Certificate Trust Certificates
Exhibit B -- Form of Residual Certificates
Exhibit C -- Forms of Mortgage Trust Certificates
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Form of Selling and Servicing Contract
Exhibit F -- Form of Transferor Certificate for Class B-4, Class B-5 and
Class B-6 Certificates
Exhibit G -- Form of Transferee's Certificate for Class B-4, Class B-5 and
Class B-6 Certificates
Exhibit H -- Form of Additional Matter Incorporated into the Form of the
Mortgage Trust Certificates
Exhibit I -- Form of Transferor Certificate
Exhibit J -- Form of Transferee Affidavit and Agreement
Exhibit K -- Form of Additional Matter Incorporated into the Form of the
Certificate Trust Certificates
Exhibit L -- Form of Rule 144A Investment Representation
Exhibit M -- Form of Trustee's Certificate of Review of Mortgage Loans
Exhibit N -- Schedule of Certain Mortgage Loans With Group Primary Insurance
Policies
Exhibit O -- Planned Principal Balances
Exhibit P -- Targeted Principal Balances
x
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of September
1, 1997 (this "Agreement"), is executed between PNC Mortgage Securities Corp.,
as Depositor and Master Servicer (the "Company"), and U.S. Bank National
Association, as Trustee (the "Trustee"). Capitalized terms used in this
Agreement and not otherwise defined have the meanings ascribed to such terms in
Article I hereof.
PRELIMINARY STATEMENT
The Company at the Closing Date is the owner of the Mortgage Loans and
the other property being conveyed by it to the Trustee for inclusion in the
Mortgage Trust Fund. On the Closing Date, the Company will acquire the
Mortgage Trust Certificates and the Class R-1 Certificates from the Mortgage
Trust Fund as consideration for its transfer to the Mortgage Trust Fund of
the Mortgage Loans and certain other assets and will be the owner of the
Mortgage Trust Certificates and the Class R-1 Certificates. The Company has
duly authorized the execution and delivery of this Agreement to provide for
the conveyance to the Trustee of the Mortgage Loans and the issuance to the
Company of the Mortgage Trust Certificates representing in the aggregate the
entire beneficial ownership of the Mortgage Trust Fund (except for that
portion represented by the Class R-1 Certificates), the conveyance to the
Trustee by the Company of the Mortgage Trust Certificates and the issuance of
the Certificate Trust Certificates representing in the aggregate the entire
beneficial interest in the Certificate Trust Fund (except for that portion
represented by the Class R Certificates). On the Closing Date, the Company
will acquire the Certificate Trust Certificates and the ClassR Certificates
from the Certificate Trust Fund as consideration for its transfer to the
Certificate Trust Fund of the Mortgage Trust Certificates and will be the
owner of the Certificate Trust Certificates and the Class R Certificates. All
covenants and agreements made by the Company and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the
Mortgage Trust Fund are for the benefit of the Holders from time to time of
the Mortgage Trust Certificates and the Class R-1 Certificates. All covenants
and agreements made by the Company and the Trustee herein with respect to the
Mortgage Trust Certificates and the other property constituting the
Certificate Trust Fund are for the benefit of the Holders from time to time
of the Certificate Trust Certificates and the Class R Certificates. The
Company is entering into this Agreement, and the Trustee is accepting the two
separate trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
The Certificates issued hereunder, other than the Class A-1, Class B-4,
Class B-5, and Class B-6 Certificates, have been offered for sale pursuant to a
Prospectus, dated September 18, 1997, and a Prospectus Supplement, dated
September 26, 1997, of the Company (together, the "Prospectus"). The Class A-1,
Class B-4, Class B-5 and Class B-6 Certificates have been offered for sale
pursuant to a Private Placement Memorandum, dated September 30, 1997. The
Mortgage Trust Fund and the Certificate Trust Fund created hereunder are
intended to be the "Mortgage Trust" and the "Certificate Trust," respectively,
as described in the Prospectus and the Private Placement Memorandum and the
Certificate Trust Certificates and the Residual Certificates are intended to be
the "Certificates" described therein. The following tables set forth the
designation, type of interest, initial Remittance Rate, initial Class Principal
Balance and last scheduled Distribution Date for each Class of Certificates
comprising the interests in the Mortgage Trust Fund and the Certificate Trust
Fund created hereunder:
1
<PAGE>
MORTGAGE TRUST FUND
<TABLE>
<CAPTION>
INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE(1) BALANCE DISTRIBUTION DATE*
------------ -------- ------------ -------------- ------------------
<S> <C> <C> <C> <C>
Class A1-L Regular 7.250%(2) $58,367,850.14 October 25, 2027
Class A2-L Regular 6.750% 18,990,025.00 October 25, 2027
Class A3-L Regular 7.400% 19,125,000.00 October 25, 2027
Class A4-L Regular 7.400%(3) 5,200,000.00 October 25, 2027
Class A5-L Regular 7.000% 41,133,333.00 October 25, 2027
Class A6-L Regular 7.750% 22,066,667.00 October 25, 2027
Class A7-L Regular 6.750% 11,050,000.00 October 25, 2027
Class A8-L Regular 6.750% 14,917,610.00 October 25, 2027
Class A9-L Regular 9.000%(4) 34,314,211.00 October 25, 2027
Class A11-L Regular 7.150% 17,300,000.00 October 25, 2027
Class A12-L Regular 7.150% 66,649,102.00 October 25, 2027
Class A13-L Regular 7.150% 18,772,000.00 October 25, 2027
Class A14-L Regular 7.000% 3,000,000.00 October 25, 2027
Class X-L Regular 7.250%(5) 0.00 October 25, 2027
Class B1-L Regular 7.250% 9,628,954.00 October 25, 2027
Class B2-L Regular 7.250% 2,626,078.00 October 25, 2027
Class B3-L Regular 7.250% 3,501,438.00 October 25, 2027
Class B4-L Regular 7.250% 1,575,647.00 October 25, 2027
Class B5-L Regular 7.250% 700,287.00 October 25, 2027
Class B6-L Regular 7.250% 1,225,508.65 October 25, 2027
Class R-L Regular 7.250% 50.00 October 25, 2027
Class R-1+ Residual 7.250% 50.00 October 25, 2027
</TABLE>
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool.
+ The Class R-1 Certificates are entitled to receive the applicable Residual
Distribution Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Mortgage Trust Certificates and Class R-1
Certificates on each Distribution Date will have accrued during the Prior
Period, except for (i) the Class A9-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) Component A1-3-L and Component A1-4-L of the Class A1-L
Certificates which will not be entitled to receive interest.
(2) For purposes of calculating distributions, the Class A1-L Certificates will
be comprised of five Components having the designations, initial Component
Principal Balances and Remittance Rates set forth below:
INITIAL COMPONENT
DESIGNATION PRINCIPAL BALANCE REMITTANCE RATE
---------------- ----------------- ---------------
Component A1-1-L $ 898,297.00 7.400%
Component A1-2-L 52,000,000.00 7.400%(A)
Component A1-3-L 5,363,095.00 (B)
Component A1-4-L 106,458.14 (B)
Component A1-5-L 0.00 7.250%(C)
(A) On each Distribution Date on or before the Component A-1-2 Accretion
Termination Date, an amount equal to the Component A-1-2 Accrual
Amount will be added to the Component A1-2-L Principal Balance, and
such amount will be distributed as principal on the Class A3-L, Class
A4-L, Class A11-L, Class A12-L and Class A13-L Certificates and on
Component A9-2-L of the Class A9-L Certificates and on Component
A1-2-L of the Class A1-L Certificates as described herein.
(B) Each of Component A1-3-L and Component A1-4-L will not have a
Remittance Rate and will not be entitled to receive distributions of
interest.
(C) The Remittance Rate on Component A1-5-L will be 7.250% per annum.
Component A1-5-L will accrue interest on the Component A-1-5 Notional
Amount. The Component A-1-5 Notional Amount as of the Cut-Off Date
will be $10,180,726.00. Component A1-5-L will not be entitled to
receive distributions of principal.
2
<PAGE>
(3) On each Distribution Date on or before the Class A-4 Accretion
Termination Date, an amount equal to the Class A-4 Accrual Amount will
be added to the Class A4-L Principal Balance, and such amount will be
distributed as principal on the Class A3-L, Class A4-L, Class A11-L,
Class A12-L and Class A13-L Certificates and on Component A9-2-L of
the Class A9-L Certificates and on Component A1-2-L of the Class A1-L
Certificates, as described herein.
(4) For purposes of calculating distributions, the Class A9-L Certificates
will be comprised of two Components having the designations, initial
Component Principal Balances and Remittance Rates set forth below:
INITIAL
DESIGNATION COMPONENT PRINCIPAL BALANCE REMITTANCE RATE
---------------- --------------------------- ---------------
Component A9-1-L $18,264,039.00
9.00%
Component A9-2-L $16,050,172.00
9.00%
(5) The Remittance Rate on the Class X-L Certificates will be 7.250% per
annum. The Class X-L Certificates will accrue interest on the Class X
Notional Amount.
As provided herein, with respect to the Mortgage Trust Fund, the
Company will cause an election to be made on behalf of the Mortgage Trust
Fund to be treated for federal income tax purposes as a REMIC. The Class
A2-L, Class A3-L, Class A4-L, Class A5-L, Class A6-L, Class A7-L, Class
A8-L, Class A9-L, Class A11-L, Class A12-L, Class A13-L, Class X-L, Class
B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L, Class B6-L and R-L
Certificates and Component A1-1-L, Component A1-2-L, Component A1-3-L,
Component A1-4-L and Component A1-5-L will be designated regular
interests in the Mortgage Trust Fund and the Class R-1 Certificates will
be designated the sole class of residual interest in the Mortgage Trust
Fund, for purposes of the REMIC Provisions.
3
<PAGE>
CERTIFICATE TRUST FUND
<TABLE>
<CAPTION>
INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE(1) BALANCE DISTRIBUTION DATE*
------------ -------- -------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Class A-1 Regular 7.250%(2) $ 58,367,850.14 October 25, 2027
Class A-2 Regular 6.750% 18,990,025.00 October 25, 2027
Class A-3 Regular 7.400% 19,125,000.00 October 25, 2027
Class A-4 Regular 7.400%(3) 5,200,000.00 October 25, 2027
Class A-5 Regular 7.000% 41,133,333.00 October 25, 2027
Class A-6 Regular 7.750% 22,066,667.00 October 25, 2027
Class A-7 Regular 6.750% 11,050,000.00 October 25, 2027
Class A-8 Regular 6.750% 14,917,610.00 October 25, 2027
Class A-9 Regular (4) 34,314,211.00 October 25, 2027
Class A-10 Regular (5) 0.00 October 25, 2027
Class A-11 Regular 7.150% 17,300,000.00 October 25, 2027
Class A-12 Regular 7.150% 66,649,102.00 October 25, 2027
Class A-13 Regular 7.150% 18,772,000.00 October 25, 2027
Class A-14 Regular 7.000% 3,000,000.00 October 25, 2027
Class X Regular 7.250%(6) 0.00 October 25, 2027
Class B-1 Regular 7.250% 9,628,954.00 October 25, 2027
Class B-2 Regular 7.250% 2,626,078.00 October 25, 2027
Class B-3 Regular 7.250% 3,501,438.00 October 25, 2027
Class B-4 Regular 7.250% 1,575,647.00 October 25, 2027
Class B-5 Regular 7.250% 700,287.00 October 25, 2027
Class B-6 Regular 7.250% 1,225,508.65 October 25, 2027
Class R+ Residual 7.250% 50.00 October 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 on each
Distribution Date will have accrued during the Prior Period at the
applicable per annum Remittance Rate except for (i) the Class A-9 and Class
A-10 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 A-1 Certificates in
respect of Component A-1-3 and Component A-1-4 which will not be entitled
to receive distributions of interest.
(2) For purposes of calculating distributions, the Class A-1 Certificates will
be comprised of five Components having the designations, initial Component
Principal Balances and Remittance Rates set forth below:
INITIAL COMPONENT
DESIGNATION PRINCIPAL BALANCE REMITTANCE RATE
--------------- ----------------- ----------------
Component A-1-1 $ 898,297.00 7.400%
Component A-1-2 52,000,000.00 7.400%(A)
Component A-1-3 5,363,095.00 (B)
Component A-1-4 106,458.14 (B)
Component A-1-5 0.00 7.250%(C)
(A) On each Distribution Date on or before the Component A-1-2 Accretion
Termination Date, an amount equal to the Component A-1-2 Accrual
Amount will be added to the Component A-1-2 Principal Balance, and
such amount will be distributed as principal on the Class A-3, Class
A-4, Class A-11, Class A-12 and Class A-13 Certificates and on
Component A-9-2 of the Class A-9 Certificates and on Component A-1-2
of the Class A-1 Certificates as described herein.
(B) Each of Component A-1-3 and Component A-1-4 will not have a Remittance
Rate and will not be entitled to receive distributions of interest.
(C) The Remittance Rate on Component A-1-5 will be 7.250% per annum.
Component A-1-5 will accrue interest on the Component A-1-5 Notional
Amount. The Component A-1-5 Notional Amount as of the Cut-Off Date
will be $10,180,726.00. Component A-1-5 will not be entitled to
receive distributions of principal.
(3) On each Distribution Date on or before the Class A-4 Accretion Termination
Date, an amount equal to the Class A-4 Accrual Amount will be added to the
Class A-4 Principal Balance, and such amount will be distributed as
principal on the Class A-3, Class A-4, Class A-11, Class A-12 and Class
A-13 Certificates and on Component A-9-2 of the Class A-9 Certificates and
on Component A-1-2 of the Class A-1 Certificates, as described herein.
4
<PAGE>
(4) For purposes of calculating distributions, the Class A-9 Certificates will
be comprised of two Components having the designations, initial Component
Principal Balances and Remittance Rates set forth below:
INITIAL
DESIGNATION COMPONENT PRINCIPAL BALANCE REMITTANCE RATE
--------------- --------------------------- ---------------
Component A-9-1 $ 18,264,039
(A)
Component A-9-2 $ 16,050,172
(A)
(A) The initial Remittance Rate for Component A-9-1 and Component A-9-2 of
the Class A-9 Certificates will be 6.0250% per annum. Thereafter,
Component A-9-1 and Component A-9-2 of the Class A-9 Certificates will
accrue interest at a per annum rate equal to LIBOR plus 0.400%,
subject to a minimum and maximum Remittance Rate of 0.400% and 9.000%
per annum, respectively.
(5) The initial Remittance Rate for the Class A-10 Certificates will be 2.975%
per annum. Thereafter, the Class A-10 Certificates will accrue interest at
a per annum rate equal to 8.600% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.600% per annum, respectively. The
Class A-10 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the Class A-10 Notional Amount, which
will equal the Class A-9 Principal Balance at the time of determination.
(6) The Remittance Rate on the Class X Certificates will be 7.250% per annum.
The Class X Certificates will accrue interest on the Class X Notional
Amount. The ClassX Notional Amount as of the Cut-Off Date will be
$25,712,833.00. The Class X Certificates will not be entitled to receive
distributions of principal.
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 A-1 and Class R Certificates) and Component
A-1-1, Component A-1-2, Component A-1-3, Component A-1-4 and Component A-1-5
will be designated "regular interests" in the Certificate Trust Fund and the
Class R Certificates will be designated the sole class of "residual interests"
in the Certificate Trust Fund, for purposes of the REMIC Provisions. As of the
Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of
$350,143,810.79, the Mortgage Trust Certificates and the Class R-1 Certificates
have an Aggregate Certificate Principal Balance of $350,143,810.79 and the
Certificate Trust Certificates and the Class R Certificates have an Aggregate
Certificate Principal Balance of $350,143,760.79.
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 in order to do so is selling the
Mortgage Trust Certificates and Class R-1 Certificates issued hereunder as
hereinafter provided;
WHEREAS, the Company has been duly authorized to create a trust (the
"Certificate Trust") to (i) hold the Certificate Trust Fund consisting of the
Mortgage Trust Certificates and (ii) sell undivided beneficial ownership
interests in such Certificate Trust and in order 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.
5
<PAGE>
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:
ACCRUAL AMOUNT: The Class A-4 Accrual Amount and Component A-1-2 Accrual
Amount, as applicable.
AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time, (a) the sum of
the then current Class Principal Balances of the Certificate Trust Certificates
and Class R Certificates or (b) the sum of the then current Class Principal
Balances of the Mortgage Trust Certificates and Class R-1 Certificates, as
applicable.
APPRAISED VALUE: The amount set forth in an appraisal made by or for the
mortgage originator in connection with its origination of each Mortgage Loan.
ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11.
AUTHORIZED DENOMINATION: With respect to the Certificates (except the Class
X, Class A-10, Residual, Class X-L and Class R-L Certificates), an initial
Certificate Principal Balance equal to $25,000 and integral multiples of $1 in
excess thereof, except that one Certificate of each of the Class A-1, Class
A1-L, Class B-6 and Class B6-L Certificates may be issued in a different amount.
With respect to the Class A-10, Class X and Class X-L Certificates, a Class
Notional Amount as of the Cut-Off Date equal to $100,000 and integral multiples
of $1 in excess thereof, except that one Certificate of each such Class may be
issued in a different amount. 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 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: $127,085.
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,
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or (ii) with respect to any Mortgage Loan, a valuation, by a court of competent
jurisdiction in a case under such Bankruptcy Code, of the related Mortgaged
Property in an amount less than the then outstanding Principal Balance of such
Mortgage Loan.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any Book-Entry
Certificate as or through a DTC Participant or an Indirect DTC Participant or a
Person holding a beneficial interest in any Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates that are Certificate
Trust Certificates (except the Class A-1 and Class A-10 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 Certificate
Trust Certificates or the Residual Certificates, issued pursuant to this
Agreement, executed by the Trustee and authenticated by or on behalf of the
Trustee hereunder in substantially one of the forms set forth in Exhibits A, B
and C hereto. The additional matter appearing in Exhibit K shall be deemed
incorporated into Exhibit A and the form of the Class R Certificates as though
set forth at the end of Exhibit A and the appropriate portion of Exhibit B, as
applicable, and the additional matter appearing in Exhibit H shall be deemed
incorporated into Exhibit C and the form of the Class R-1 Certificates as though
set forth at the end of Exhibit C and the appropriate portion of Exhibit B, as
applicable.
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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 may be invested in Eligible Investments and
reinvestment earnings thereon (net of investment losses and Payoff Earnings
applied to Compensating Interest) shall be paid to the Master Servicer as
additional servicing compensation, in the same manner and subject to the same
terms and conditions that apply to the Investment Account under this Agreement.
Funds deposited in the Certificate Account (exclusive of the Master Servicing
Fee) shall be held in trust for the Certificateholders and for the uses and
purposes set forth in Section 3.04, Section 3.05 and Section 4.01.
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.
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: As defined in Section 2.05.
CERTIFICATE TRUST AVAILABLE DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the aggregate of all distributions with respect to the
Mortgage Trust Certificates.
CERTIFICATE TRUST CERTIFICATE DISTRIBUTION AMOUNT: For any Distribution
Date, the Certificate Trust Available Distribution Amount shall be distributed
to the Certificate Trust Certificates and Class R Certificates in the following
amounts and priority:
(i) (A) to each Class of Certificate Trust Certificates, other
than the Class A-9 and Class A-10 Certificates, the amounts distributed to
its Corresponding Class on such Distribution Date, (B) to the Class A-9
Certificates, the amount distributed to the Class A9-L Certificates as
principal on such Distribution Date and (C) to the Class A-9 and Class A-10
Certificates, concurrently, the amount distributed as interest to the Class
A9-L Certificates on such Distribution Date, as follows: (x) to the Class
A-9 Certificates, an amount equal to the product of the Class A-9
Remittance Rate and the Class A-9 Principal Balance on such Distribution
Date before allocating Realized Losses and giving effect to distributions
of interest and principal, in each case for such Distribution Date and
(y) to the Class A-10 Certificates, the product of the Class A-10 Remittance
Rate and the Class A-10 Notional 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 Mortgage Trust Certificate Distribution Amount
from which such distribution is required to be made is insufficient to make
such distribution in full to both Classes of Certificate Trust Certificates,
such distribution shall be allocated between the two Classes of Certificate
Trust Certificates pro rata according to the respective amounts to which they
are otherwise entitled from such distribution.
CERTIFICATE TRUST CERTIFICATES: The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class X, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates issued pursuant to
this Agreement.
CERTIFICATE TRUST FUND: The Certificate Trust Fund created pursuant to
Section 2.04 of this Agreement. The Certificate Trust Fund consists of the
Mortgage Trust Certificates to be held by the Trustee for the benefit of the
Holders from time to time of the Certificate Trust Certificates and the Class R
Certificates hereunder.
CLASS: All Mortgage Trust Certificates or the Class R-1 Certificates
having the same priority and rights to payments on the Mortgage Loans from
the Mortgage Trust Available Distribution Amount and all Certificate Trust
Certificates or the Class R Certificates having the same priority and rights
to payment from distributions on the Mortgage Trust Certificates, as
applicable, which Certificates, as applicable, shall be designated as a
separate Class, as set forth in the applicable forms of Certificates attached
hereto as Exhibits A, B and C. Each Class of Mortgage Trust Certificates and
the Class R-1 Certificates shall be entitled to receive the amounts allocated
to such Class pursuant to the definition of "Mortgage Trust Certificate
Distribution Amount" only to the extent of the Mortgage Trust Available
Distribution Amount for such Distribution Date remaining after distributions
in accordance with prior clauses of the definition of "Mortgage Trust
Certificate Distribution Amount," and each Class of Certificate Trust
Certificates and the Class R Certificates shall be entitled to receive the
amounts allocated to such Class pursuant to the definition of "Certificate
Trust Certificate Distribution Amount" only to the extent of the Certificate
Trust Available Distribution Amount for such Distribution Date remaining
after distributions in accordance with prior clauses of the definition of
"Certificate Trust Certificate Distribution Amount."
CLASS A CERTIFICATES: With respect to the Mortgage Trust Certificates, the
Class A1-L, Class A2-L, Class A3-L, Class A4-L, Class A5-L, Class A6-L, Class
A7-L, Class A8-L, Class A9-L, Class A11-L, Class A12-L, Class A13-L and Class
A14-L Certificates, collectively, and with respect to the Certificate Trust
Certificates, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13 and Class A-14 Certificates, collectively.
CLASS A-1 CERTIFICATES: The Certificates designated as "Class A-1" on the
face thereof in substantially the form attached hereto as Exhibit A-1.
CLASS A-2 CERTIFICATES: The Certificates designated as "Class A-2" on the
face thereof in substantially the form attached hereto as Exhibit A-2.
CLASS A-3 CERTIFICATES: The Certificates designated as "Class A-3" on the
face thereof in substantially the form attached hereto as Exhibit A-3.
CLASS A-4 ACCRETION TERMINATION DATE: The earlier to occur of (i) the
Distribution Date on which the Component A-1-2 Principal Balance has been
reduced to zero and (ii) the Credit Support Depletion Date.
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CLASS A-4 ACCRUAL AMOUNT: On any Distribution Date, an amount equal to
the lesser of (i) the amount allocable to the Class A4-L Certificates on such
Distribution Date pursuant to the definition of "Interest Distribution
Amount" herein, without regard to the proviso at the end of the first
sentence of such definition, and (ii) the Component A1-2-L Principal Balance.
Notwithstanding the foregoing, for any Distribution Date after the Class A-4
Accretion Termination Date, the Class A-4 Accrual Amount shall be zero.
CLASS A-4 CERTIFICATES: The Certificates designated as "Class A-4" on the
face thereof in substantially the form attached hereto as Exhibit A-4.
CLASS A-5 CERTIFICATES: The Certificates designated as "Class A-5" on the
face thereof in substantially the form attached hereto as Exhibit A-5.
CLASS A-6 CERTIFICATES: The Certificates designated as "Class A-6" on the
face thereof in substantially the form attached hereto as Exhibit A-6.
CLASS A-7 CERTIFICATES: The Certificates designated as "Class A-7" on the
face thereof in substantially the form attached hereto as Exhibit A-7.
CLASS A-8 CERTIFICATES: The Certificates designated as "Class A-8" on the
face thereof in substantially the form attached hereto as Exhibit A-8.
CLASS A-9 CERTIFICATES: The Certificates designated as "Class A-9" on the
face thereof in substantially the form attached hereto as Exhibit A-9.
CLASS A-10 CERTIFICATES: The Certificates designated as "Class A-10" on the
face thereof in substantially the form attached hereto as Exhibit A-10.
CLASS A-10 NOTIONAL AMOUNT: With respect to any Distribution Date, the
Class A9-L Principal Balance for such Distribution Date prior to giving effect
to any distributions thereon or allocation of Realized Losses thereto on such
Distribution Date.
CLASS A-11 CERTIFICATES: The Certificates designated as "Class A-11" on the
face thereof in substantially the form attached hereto as Exhibit A-11.
CLASS A-12 CERTIFICATES: The Certificates designated as "Class A-12" on the
face thereof in substantially the form attached hereto as Exhibit A-12.
CLASS A-13 CERTIFICATES: The Certificates designated as "Class A-13" on the
face thereof in substantially the form attached hereto as Exhibit A-13.
CLASS A-14 CERTIFICATES: The Certificates designated as "Class A-14" on the
face thereof in substantially the form attached hereto as Exhibit A-14.
CLASS A1-L CERTIFICATES: The Certificates designated as "Class A1-L" on the
face thereof in substantially the form attached hereto as Exhibit C-1.
CLASS A2-L CERTIFICATES: The Certificates designated as "Class A2-L" on the
face thereof in substantially the form attached hereto as Exhibit C-2.
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CLASS A3-L CERTIFICATES: The Certificates designated as "Class A3-L" on the
face thereof in substantially the form attached hereto as Exhibit C-3.
CLASS A4-L CERTIFICATES: The Certificates designated as "Class A4-L" on the
face thereof in substantially the form attached hereto as Exhibit C-4.
CLASS A5-L CERTIFICATES: The Certificates designated as "Class A5-L" on the
face thereof in substantially the form attached hereto as Exhibit C-5.
CLASS A6-L CERTIFICATES: The Certificates designated as "Class A6-L" on the
face thereof in substantially the form attached hereto as Exhibit C-6.
CLASS A7-L CERTIFICATES: The Certificates designated as "Class A7-L" on the
face thereof in substantially the form attached hereto as Exhibit C-7.
CLASS A8-L CERTIFICATES: The Certificates designated as "Class A8-L" on the
face thereof in substantially the form attached hereto as Exhibit C-8.
CLASS A9-L CERTIFICATES: The Certificates designated as "Class A9-L" on the
face thereof in substantially the form attached hereto as Exhibit C-9.
CLASS A11-L CERTIFICATES: The Certificates designated as "Class A11-L" on
the face thereof in substantially the form attached hereto as Exhibit C-10.
CLASS A12-L CERTIFICATES: The Certificates designated as "Class A12-L" on
the face thereof in substantially the form attached hereto as Exhibit C-11.
CLASS A13-L CERTIFICATES: The Certificates designated as "Class A13-L" on
the face thereof in substantially the form attached hereto as Exhibit C-12.
CLASS A14-L CERTIFICATES: The Certificates designated as "Class A14-L" on
the face thereof in substantially the form attached hereto as Exhibit C-13.
CLASS B CERTIFICATES: The Class B1-L, Class B2-L, Class B3-L, Class B4-L,
Class B5-L and Class B6-L Certificates, collectively.
CLASS B-1 CERTIFICATES: The Certificates designated as "Class B-1" on the
face thereof in substantially the form attached hereto as Exhibit A-16.
CLASS B-2 CERTIFICATES: The Certificates designated as "Class B-2" on the
face thereof in substantially the form attached hereto as Exhibit A-17.
CLASS B-3 CERTIFICATES: The Certificates designated as "Class B-3" on the
face thereof in substantially the form attached hereto as Exhibit A-18.
CLASS B-4 CERTIFICATES: The Certificates designated as "Class B-4" on the
face thereof in substantially the form attached hereto as Exhibit A-19.
CLASS B-5 CERTIFICATES: The Certificates designated as "Class B-5" on the
face thereof in substantially the form attached hereto as Exhibit A-20.
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CLASS B-6 CERTIFICATES: The Certificates designated as "Class B-6" on the
face thereof in substantially the form attached hereto as Exhibit A-21.
CLASS B1-L CERTIFICATES: The Certificates designated as "Class B1-L" on the
face thereof in substantially the form attached hereto as Exhibit C-15.
CLASS B2-L CERTIFICATES: The Certificates designated as "Class B2-L" on the
face thereof in substantially the form attached hereto as Exhibit C-16.
CLASS B3-L CERTIFICATES: The Certificates designated as "Class B3-L" on the
face thereof in substantially the form attached hereto as Exhibit C-17.
CLASS B4-L CERTIFICATES: The Certificates designated as "Class B4-L" on the
face thereof in substantially the form attached hereto as Exhibit C-18.
CLASS B5-L CERTIFICATES: The Certificates designated as "Class B5-L" on the
face thereof in substantially the form attached hereto as Exhibit C-19.
CLASS B6-L CERTIFICATES: The Certificates designated as "Class B6-L" on the
face thereof in substantially the form attached hereto as Exhibit C-20.
CLASS NOTIONAL AMOUNT: With respect to the Class X and Class X-L
Certificates, the Class X Notional Amount, and with respect to the Class A-10
Certificates, the Class A-10 Notional Amount.
CLASS X CERTIFICATES: The Certificates designated as "Class X" on the face
thereof in substantially the form attached hereto as Exhibit A-15.
CLASS X-L CERTIFICATES: The Certificates designated as "Class X-L" on the
face thereof in substantially the form attached hereto as Exhibit C-14.
CLASS X NOTIONAL AMOUNT: For any Distribution Date, with respect to the
Class X and Class X-L Certificates, 68.60% of the WAC IO Notional Amount.
CLASS PRINCIPAL BALANCE: For any Class of Certificates, other than the
Class A1-L and Class A9-L Certificates, the applicable Initial Class
Principal Balance therefor set forth in the Preliminary Statement hereto,
corresponding to the rights of such Class in payments of principal due to be
passed through to Certificateholders from principal payments on the Mortgage
Loans or Mortgage Trust Certificates, as applicable, as reduced from time to
time by (x) distributions of principal to Certificateholders of such Class
(including, with respect to the Class A3-L, Class A11-L, Class A12-L and
Class A13-L Certificates, the portions of the Component A-1-2 Accrual Amount
and Class A-4 Accrual Amount distributed to such Class of Certificates) 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 o fprincipal on such Class pursuant to the
definition of "Mortgage Trust Certificate Distribution Amount." In addition
to the foregoing, on each Distribution Date on or before the Class A-4
Accretion Termination Date, the Class A4-L Principal Balance will be
increased by the Class A-4 Accrual Amount for such Distribution Date. The
Class Principal Balance for the Class A1-L Certificates shall be referred to
as the "Class A1-L Principal Balance," the Class Principal Balance for the
Class A2-L Certifictaes shall be referred to as the "Class A2-L Principal
Balance" and so on. The Class A1-L Principal Balance shall equal the sum of
the Component A1-1-L Principal Balance,
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Component A1-2-L Principal Balance, Component A1-3-L Principal Balance and
Component A1-4-L Principal Balance. The Class A9-L Principal Balance shall
equal the sum of the Component A9-1-L Principal Balance and Component A9-2-L
Principal Balance. The Class A-10, Class X and Class X-L Principal Balances
shall be zero.
CLASS R CERTIFICATES: The Certificates designated as "Class R" on the face
thereof in substantially the form attached hereto as Exhibit B-2, which have
been designated as the single class of "residual interest" in the Certificate
Trust Fund pursuant to Section 2.05.
CLASS R-L CERTIFICATES: The Certificates designated as "Class R-L" on the
face thereof in substantially the form attached hereto as Exhibit C-20.
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.
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: September 30, 1997, which is the date of settlement of the
sale of the Certificates to the original purchasers thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMPANY: PNC Mortgage Securities Corp., a Delaware corporation, or its
successor-in-interest.
COMPENSATING INTEREST: For any Distribution Date, the lesser of (i) the sum
of (a) the aggregate Master Servicing Fee, (b) Payoff Earnings and (c)
aggregate Payoff Interest and (ii) aggregate Uncollected Interest.
COMPONENT: A portion of the Class A-1, Class A-9, Class A1-L or Class A9-L
Certificates representing parts of the entitlement of such Classes to principal
and/or interest as described in the Preliminary Statement hereto and the
remainder of the Agreement.
COMPONENT A-1-1: A portion of the Class A-1 Certificates representing part
of the entitlement of such Class to principal and interest as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A1-1-L: A portion of the Class A1-L Certificates representing part
of the entitlement of such Class to principal and interest as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A-1-2: A portion of the Class A-1 Certificates representing part
of the entitlement of such Class to principal and interest as described in the
Preliminary Statement hereto and the remainder of the Agreement.
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COMPONENT A1-2-L: A portion of the Class A1-L Certificates representing part
of the entitlement of such Class to principal and interest as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A-1-2 ACCRETION TERMINATION DATE: The earlier to occur of (i)the
Distribution Date on which the Class Principal Balances of the Class A-3, Class
A-11, Class A-12 and Class A-13 Certificates and the Component A-9-2 Principal
Balance have been reduced to zero and (ii)the Credit Support Depletion Date.
COMPONENT A-1-2 ACCRUAL AMOUNT: On any Distribution Date, an amount equal
to the lesser of (i)the amount allocable to Component A1-2-L on such
Distribution Date pursuant to the definition of "Interest Distribution Amount"
herein, without regard to the proviso at the end of the first sentence of such
definition, and (ii)the sum of the Class A3-L Principal Balance, Class A11-L
Principal Balance, Component A9-2-L Principal Balance, Class A12-L Principal
Balance and Class A13-L Principal Balance. Notwithstanding the foregoing, for
any Distribution Date after the Component A-1-2 Accretion Termination Date, the
Component A-1-2 Accrual Amount shall be zero.
COMPONENT A-1-3: A portion of the Class A-1 Certificates representing part
of the entitlement of such Class to principal as described in the Preliminary
Statement hereto and the remainder of the Agreement.
COMPONENT A1-3-L: A portion of the Class A1-L Certificates representing
part of the entitlement of such Class to principal as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A-1-4: A portion of the Class A-1 Certificates representing
part of the entitlement of such Class to principal as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A1-4-L: A portion of the Class A1-L Certificates representing
part of the entitlement of such Class to principal as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A-1-5: A portion of the Class A-1 Certificates representing part
of the entitlement of such Class to interest as described in the Preliminary
Statement hereto and the remainder of the Agreement.
COMPONENT A1-5-L: A portion of the Class A1-L Certificates representing part
of the entitlement of such Class to interest as described in the Preliminary
Statement hereto and the remainder of the Agreement.
COMPONENT A-1-5 NOTIONAL AMOUNT: For any Distribution Date, with respect
to Component A-1-5 and Component A1-5-L, 31.40% of the WAC IO Notional Amount.
COMPONENT A-9-1: A portion of the Class A-9 Certificates representing part
of the entitlement of such Class to principal and interest as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A9-1-L: A portion of the Class A9-L Certificates representing
part of the entitlement of such Class to principal and interest as described
in the Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A-9-2: A portion of the Class A-9 Certificates representing part
of the entitlement of such Class to principal and interest as described in the
Preliminary Statement hereto and the remainder of the Agreement.
COMPONENT A9-2-L: A portion of the Class A9-L Certificates representing
part of the entitlement of such Class to principal and interest as described
in the Preliminary Statement hereto and the remainder of the Agreement.
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COMPONENT PRINCIPAL BALANCE: For any Component of the Class A-1, Class
A-9, Class A1-L or Class A9-L Certificates, the applicable Initial Component
Principal Balance therefor set forth in the Preliminary Statement hereto,
corresponding to the rights of such Component in payments of principal due to
be passed through to the Component from principal payments on the Mortgage
Loans or Mortgage Trust Certificates, as applicable, as reduced from time to
time by (x) distributions of principal to the Class A-1, Class A-9, Class
A1-L or Class A9-L Certificates, as applicable, in respect of such Component
(including, with respect to Component A-1-2, Component A1-2-L, Component
A-9-2 and Component A9-2-L, the portions of the Class A-4 Accrual Amount and
Component A-1-2 Accrual Amount distributed to such Components) and (y) the
portion of Realized Losses allocated to the Component Principal Balance in
respect of such Component pursuant to the definition of "Realized Loss" with
respect to a given Distribution Date. In addition to the foregoing, on each
Distribution Date on or before the Component A-1-2 Accretion Termination
Date, the Component A-1-2 Principal Balance and Component A1-2-L Principal
Balance will be increased by the Component A-1-2 Accrual Amount for such
Distribution Date. For any Distribution Date, the reduction of the Component
Principal Balance of any Component pursuant to the definition of "Realized
Loss" shall be deemed effective prior to the determination and distribution
of principal on such Component pursuant to the definition of "Mortgage Trust
Certificate Distribution Amount" or "Certificate Trust Certificate
Distribution Amount." Notwithstanding the foregoing, any amounts distributed
in respect of losses pursuant to paragraphs (I)(v) or (I)(vi) of the
definition of "Mortgage Trust Certificate Distribution Amount" shall not
cause a further reduction in the Component A1-4-L Principal Balance. The
Component Principal Balance for Component A-1-1 of the Class A-1 Certificates
shall be referred to as the "Component A-1-1 Principal Balance," the
Component Principal Balance for Component A-1-2 of the Class A-1 Certificates
shall be referred to as the "Component A-1-2 Principal Balance" and so on.
The Component A-1-5 Principal Balance and Component A1-5-L Principal Balance
shall be zero.
COOPERATIVE: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
COOPERATIVE LOANS: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
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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 PNC 1997-5.
CORRESPONDING CLASS: With respect to each of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-11, Class A-12, Class A-13, Class A-14, Class X, Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class R Certificates: the
Class A1-L, Class A2-L, Class A3-L, Class A4-L, Class A5-L, Class A6-L, Class
A7-L, Class A8-L, Class A9-L, Class A11-L, Class A12-L, Class A13-L, Class
A14-L, Class X-L, Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L,
Class B6-L and Class R-L Certificates, respectively. With respect to each of
the Class A1-L, Class A2-L, Class A3-L, Class A4-L, Class A5-L, Class A6-L,
Class A7-L, Class A8-L, Class A9-L, Class A11-L, Class A12-L, Class A13-L,
Class A14-L, Class X-L, Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class
B5-L, Class B6-L and Class R-L Certificates: the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-11, Class A-12, Class A-13, Class A-14, Class X, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5, Class B-6 and Class R Certificates,
respectively.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
aggregate Class Principal Balance of the Class B Certificates has been or will
be reduced to zero as a result of principal distributions thereon and the
allocation of Realized Losses on such Distribution Date.
CURTAILMENT: Any payment of principal on a Mortgage Loan, made by or on
behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly
Payment or a Payoff, which is applied to reduce the outstanding Principal
Balance of the Mortgage Loan.
CURTAILMENT SHORTFALL: With respect to any Curtailment applied with a
Monthly Payment other than a Prepaid Monthly Payment, an amount equal to one
month's interest on such Curtailment at the applicable Pass-Through Rate on such
Mortgage Loan.
CUSTODIAL ACCOUNT FOR P&I: The Custodial Account for Principal and
Interest established and maintained by each Servicer pursuant to its Selling
and Servicing Contract and caused by the Master Servicer to be established
and maintained pursuant to Section 3.02 (a) with the corporate trust
department of the Trustee or another financial institution approved by the
Master Servicer such that the rights of the Master Servicer, the Trustee and
the Certificateholders thereto shall be fully protected against the claims of
any creditors of the applicable Servicer and of any creditors or depositors
of the institution in which such account is maintained, (b) within FDIC
insured accounts (or other accounts with comparable insurance coverage
acceptable to the Rating Agency) created, maintained and monitored by a
Servicer or (c) in a separate non-trust account without FDIC or other
insurance in an Eligible Institution. In the event that a Custodial Account
for P&I is established pursuant to clause (b) of the preceding sentence,
amounts held in such Custodial Account for P&I shall not exceed the level of
deposit insurance coverage on such account; accordingly, more than one
Custodial Account for P&I may be established. Any amount that is at any time
not protected or insured in accordance with the first sentence of this
definition of "Custodial Account for P&I" shall promptly be withdrawn from
such Custodial Account for P&I and be remitted to the Investment Account.
CUSTODIAL ACCOUNT FOR RESERVES: The Custodial Account for Reserves
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department
of the Trustee or another financial institution approved by the Master
Servicer such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the
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applicable Servicer and of any creditors or depositors of the institution in
which such account is maintained, (b) within FDIC insured accounts (or other
accounts with comparable insurance coverage acceptable to the Rating Agency)
created, maintained and monitored by a Servicer or (c) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account for Reserves is established pursuant to
clause (b) of the preceding sentence, amounts held in such Custodial Account
for Reserves shall not exceed the level of deposit insurance coverage on such
account; accordingly, more than one Custodial Account for Reserves may be
established. Any amount that is at any time not protected or insured in
accordance with the first sentence of this definition of "Custodial Account
for Reserves" shall promptly be withdrawn from such Custodial Account for
Reserves and be remitted to the Investment Account.
CUSTODIAL AGREEMENT: The agreement, if any, among the Master Servicer, the
Trustee and a Custodian providing for the safekeeping of the Mortgage Files on
behalf of the Certificateholders.
CUSTODIAN: A custodian which is not an affiliate of the Master Servicer or
the Company and which is appointed pursuant to a Custodial Agreement. Any
Custodian so appointed shall act as agent on behalf of the Trustee, and shall be
compensated by the Trustee at no additional charge to the Master Servicer. The
Trustee shall remain at all times responsible under the terms of this Agreement,
notwithstanding the fact that certain duties have been assigned to a Custodian.
CUT-OFF DATE: September 1, 1997.
DEFINITIVE CERTIFICATES: As defined in Section 5.07.
DEPOSITARY AGREEMENT: The Letter of Representations, dated September 30,
1997 by and among DTC, the Company and the Trustee.
DESTROYED MORTGAGE NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
DETERMINATION DATE: A day not later than the 10th day preceding a related
Distribution Date.
DISQUALIFIED ORGANIZATION: As defined in Section 5.01(b).
DISTRIBUTION DATE: With respect to distributions on the Certificate Trust
Certificates, the Mortgage Trust Certificates or the Residual Certificates, the
25th day (or, if such 25th day is not a Business Day, the Business Day
immediately succeeding such 25th day) of each month, with the first such date
being October 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
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Custodial Account which also serves as a Buydown Fund Account, the highest
unsecured long-term debt rating by the Rating Agency, or (iv) the approval of
the Rating Agency. Such institution may be the Servicer if the applicable
Selling and Servicing Contract requires the Servicer to provide the Master
Servicer with written notice on the Business Day following the date on which the
Servicer determines that such Servicer's short-term debt and unsecured long-term
debt ratings fail to meet the requirements of the prior sentence.
ELIGIBLE INVESTMENTS: Any one or more of the obligations or securities
listed below in which funds deposited in the Reserve Fund, if any, the
Investment Account, the Certificate Account, the Custodial Account for P&I and
the Custodial Account for Reserves may be invested:
(i) Obligations of, or guaranteed as to principal and interest by, the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) Repurchase agreements on obligations described in clause (i) of
this definition of "Eligible Investments," provided that the unsecured
obligations of the party agreeing to repurchase such obligations have at
the time the highest short term debt rating of the Rating Agency and
provided that such repurchaser's unsecured long term debt has one of the
two highest unsecured long term debt ratings of the Rating Agency;
(iii) Federal funds, certificates of deposit, time deposits and
bankers' acceptances of any U.S. bank or trust company incorporated under
the laws of the United States or any state, provided that the debt
obligations of such bank or trust company at the date of acquisition
thereof have the highest short term debt rating of the Rating Agency and
unsecured long term debt has one of the two highest unsecured long term
debt ratings of the Rating Agency;
(iv) Obligations of, or obligations guaranteed by, any state of the
United States or the District of Columbia, provided that such obligations
at the date of acquisition thereof shall have the highest long-term debt
ratings available for such securities from the Rating Agency;
(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 may be 12b-1 funds,
as contemplated under the rules promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940), which funds have the
highest rating available for such securities from the Rating Agency or
which have been designated in writing by the Rating Agency as Eligible
Investments; and
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(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.
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.
FITCH: Fitch Investors Service, L.P., provided that at any time it be a
Rating Agency.
FNMA: Federal National Mortgage Association, or any successor thereto.
FRAUD COVERAGE: During the period prior to the first anniversary of the
Cut-Off Date, the Fraud Coverage Initial Amount reduced by Fraud Losses
allocated to the Certificates; during the period from the first anniversary
of the Cut-Off Date to (but not including) the fifth anniversary of the
Cut-Off Date, the amount of the Fraud Coverage on the most recent previous
anniversary of the Cut-Off Date (calculated in accordance with the second
sentence of this definition) reduced by Fraud Losses allocated to the
Certificates since such anniversary; and during the period on and after the
fifth anniversary of the Cut-Off Date, Fraud Coverage will be zero. On each
anniversary of the Cut-Off Date, Fraud Coverage shall be reduced to the
lesser of (i) on the first, second, third, and fourth anniversaries of the
Cut-Off Date, 1.0% of the aggregate principal balance of the Mortgage Loans
as of the Due Date in the preceding month and (ii) the excess of the Fraud
Coverage Initial Amount over cumulative Fraud Losses allocated to the
Certificates to date. Fraud Coverage may be reduced upon written confirmation
from the Rating Agency that such reduction will not adversely affect the then
current ratings assigned to the Certificates by the Rating Agency.
FRAUD COVERAGE INITIAL AMOUNT: $7,002,876.
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,
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denial of, or defense to coverage which otherwise would be provided by a Primary
Insurance Policy previously issued with respect to such Mortgage Loan.
INDIRECT DTC PARTICIPANTS: Entities such as banks, brokers, dealers or
trust companies, that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly.
INSURANCE PROCEEDS: Amounts paid or payable by the insurer under any
Primary Insurance Policy or any other insurance policy (including any
replacement policy permitted under this Agreement), covering any Mortgage Loan
or Mortgaged Property, including, without limitation, any hazard insurance
policy required pursuant to Section 3.07, any title insurance policy required
pursuant to Section 2.03, and any FHA insurance policy or VA guaranty.
INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for any Class of
Mortgage Trust Certificates or the Class R-1 Certificates (other than the
Class A1-L and Class A9-L Certificates) or Component of the Mortgage Trust
Certificates (other than Component A1-3-L and Component A1-4-L of the Class
A1-L Certificates), the amount of interest accrued on the respective Class
Principal Balance, Component Principal Balance, Class Notional Amount or
Component A-1-5 Notional Amount, as applicable, at 1/12th of the related
Remittance Rate for such Class or Component, with respect to (i) the Class
A9-L Certificates, during the monthly period from the 25th day of the month
preceding such Distribution Date through the 24th day of the month of such
Distribution Date and (ii) any Class of Mortgage Trust Certificates or the
Class R-1 Certificates (other than the Class A9-L Certificates) or Component
of the Mortgage Trust 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 or Component pursuant to the definitions of
"Uncompensated Interest Shortfall" and "Realized Loss," respectively;
PROVIDED, HOWEVER, that (a) in the case of the A4-L Certificates, such amount
shall be reduced by the Class A-4 Accrual Amount and (b) in the case of
Component A1-2-L of the Class A1-L Certificates, such amount shall be reduced
by the Component A-1-2 Accrual Amount. The Interest Distribution Amount for
Component A1-3-L and Component A1-4-L of the Class A1-L Certificates on any
Distribution Date shall equal zero.
INVESTMENT ACCOUNT: The commingled account (which shall be commingled
only with investment accounts related to series of pass-through certificates
with a class of certificates which has a rating equal to the highest of the
Ratings of the Certificates) maintained by the Master Servicer in the trust
department of the Investment Depository pursuant to Section 3.03 and which
bears a designation acceptable to the Rating Agency.
INVESTMENT DEPOSITORY: Chemical Bank, New York, New York or another bank or
trust company designated from time to time by the Master Servicer. The
Investment Depository shall at all times be an Eligible Institution.
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:
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(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,
5.625%) 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, 5.625%, as
specified above);
(b) otherwise, the arithmetic mean (rounded upward, if necessary, to
the nearest multiple of 1/16th of 1%) of the offered quotations of the
Reference Banks on the applicable LIBOR Determination Date
the establishment of which, in each case, shall be final and binding upon the
Certificateholders in the absence of manifest error.
LIBOR DETERMINATION DATE: With respect to interest paid on any Distribution
Date, other than the first Distribution Date, the second day on which banks in
London and New York City are open for the transaction of international business
prior to the 25th day of the month preceding the Distribution Date.
LIQUIDATED MORTGAGE LOAN: A Mortgage Loan as to which the Master Servicer
or the applicable Servicer has determined in accordance with its customary
servicing practices that all amounts which it expects to recover from or on
account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation
Proceeds or otherwise have been recovered. For purposes of this definition,
acquisition of a Mortgaged Property by the Trust Fund shall not constitute final
liquidation of the related Mortgage Loan.
LIQUIDATION PRINCIPAL: The principal portion of Liquidation Proceeds
received (exclusive of the portion thereof attributable to distributions to the
Class A1-L Certificates in respect of Component A1-4-L pursuant to clause (I)(i)
of the definition of "Mortgage Trust Certificate Distribution Amount" herein)
with respect to each Mortgage Loan which became a Liquidated Mortgage Loan (but
not in excess of the principal balance thereof) during the Prior Period.
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LIQUIDATION PROCEEDS: Amounts after deduction of amounts reimbursable under
Section 3.05(a)(i) and (ii) received and retained in connection with the
liquidation of defaulted Mortgage Loans, whether through foreclosure or
otherwise, other than Insurance Proceeds.
LOAN-TO-VALUE RATIO: The original principal amount of a Mortgage Loan
divided by the Original Value; however, references to "current Loan-to-Value
Ratio" shall mean the then current Principal Balance of a Mortgage Loan divided
by the Original Value.
LOCKOUT LIQUIDATION AMOUNT: The aggregate, for each Mortgage Loan which
became a Liquidated Mortgage Loan during the Prior Period, of the lesser of (i)
the Lockout Percentage of the Principal Balance of such Mortgage Loan (exclusive
of the PO Fraction thereof, if applicable) and (ii) the Lockout Percentage on
any Distribution Date occurring prior to the fifth anniversary of the first
Distribution Date, and the Lockout Prepayment Percentage on any Distribution
Date thereafter, in each case, of the Liquidation Principal with respect to such
Mortgage Loan.
LOCKOUT PERCENTAGE: For any Distribution Date, (x) the sum of the Class
A5-L Principal Balance, Class A6-L Principal Balance and Class A14-L Principal
Balance divided by (y) the sum of the Class Principal Balances of the Mortgage
Trust Certificates (reduced by the Component A1-4-L Principal Balance), in each
case, immediately prior to such Distribution Date.
LOCKOUT PREPAYMENT PERCENTAGE: For any Distribution Date, the product of
(a) the Lockout Percentage for such Distribution Date and (b) the applicable
Step Down Percentage.
LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an amount
equal to the sum of (i) the Lockout Percentage of the Principal Payment Amount
(exclusive of the portion thereof attributable to principal distributions to the
Class A1-L Certificates in respect of Component A1-4-L pursuant to clause (I)(i)
of the definition of "Mortgage Trust Certificate Distribution Amount"), (ii) the
Lockout Prepayment Percentage of the Principal Prepayment Amount (exclusive of
the portion thereof attributable to principal distributions to the Class A1-L
Certificates in respect of Component A1-4-L pursuant to clause (I)(i) of the
definition of "Mortgage Trust Certificate Distribution Amount"), and (iii) the
Lockout Liquidation Amount.
MASTER SERVICER: The Company, or any successor Master Servicer appointed as
provided pursuant to Section 7.02, acting to service and administer the Mortgage
Loans pursuant to Section 3.01.
MASTER SERVICING FEE: The fee charged by the Master Servicer for
supervising the mortgage servicing and advancing certain expenses, equal to a
per annum rate set forth for each Mortgage Loan in Exhibit D on the outstanding
Principal Balance of such Mortgage Loan, payable monthly from the Certificate
Account.
MONTHLY P&I ADVANCE: An advance of funds by the Master Servicer pursuant to
Section 4.03 or a Servicer pursuant to its Selling and Servicing Contract to
cover delinquent principal and interest installments.
MONTHLY PAYMENT: The scheduled payment of principal and interest on a
Mortgage Loan (including any amounts due from a Buydown Fund, if any) which is
due on the related Due Date for such Mortgage Loan.
MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note.
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.
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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 (a) "First Bank
National Association, as Custodian/Trustee, without recourse" or
"First Bank National Association, as Trustee for the benefit of the
Holders from time to time of PNC Securities Corp. Mortgage
Pass-Through Certificates, Series 1997-5, without recourse" or (b)
"U.S. Bank National Association, as Custodian/Trustee, without
recourse" or to "U.S. Bank National Association, as trustee for the
benefit of the Holders from time to time of PNC Mortgage Securities
Corp. Mortgage Pass-Through Certificates, Series 1997-5, 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 or executed in blank as of
the Closing Date, the Company shall, within 45 days of the Closing
Date, cause such Mortgage Notes or assignments to be endorsed or
executed pursuant to the terms set forth herein;
(ii) The Buydown Agreement, if applicable;
(iii) A Mortgage that is either
(1) the original recorded Mortgage with recording
information thereon for the jurisdiction in which the
Mortgaged Property is located, together with a Mortgage
assignment thereof in recordable form to "First Bank
National Association, as Custodian/Trustee," to "U.S. Bank
National Association, as Custodian/Trustee," to "First Bank
National Association, as Trustee for the Holders of PNC
Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1997-5" or to "U.S. Bank National
Association, as Trustee for the Holders of PNC Mortgage
Securities Corp. Mortgage Pass-Through Certificates, Series
1997-5" and all intervening assignments evidencing a
complete chain of assignment, from the originator to the
name holder or the payee endorsing the related Mortgage
Note; or
(2) a copy of the Mortgage which represents a true and
correct reproduction of the original Mortgage and which has
either been certified (i) on the face thereof by the public
recording office in the appropriate jurisdiction in which
the Mortgaged Property is located, or (ii) by the originator
or Lender as a true and correct copy the original of which
has been sent for recordation and an original Mortgage
assignment thereof duly executed and acknowledged in
recordable form to "First Bank National Association, as
Custodian/Trustee," to "U.S. Bank National Association, as
Custodian/Trustee," to "First Bank National Association, as
Trustee for the Holders of PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1997-5" or to
"U.S. Bank National Association, as Trustee for the Holders
of PNC Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1997-5" 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;
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(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; and
(v) 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," to "U.S. Bank National
Association, as Custodian/Trustee," to "First Bank National
Association, as Trustee for the Holders of PNC Mortgage Securities
Corp. Mortgage Pass-Through Certificates, Series 1997-5" or to "U.S.
Bank National Association, as Trustee for the Holders of PNC Mortgage
Securities Corp. Mortgage Pass-Through Certificates, Series 1997-5"
and all intervening endorsements evidencing a complete chain of
endorsements, from the originator to the Trustee, or, in the event of
any Destroyed Mortgage Note, a copy or a duplicate original of the
Mortgage Note, together with an original lost note affidavit from the
originator of the related Mortgage Loan or the Company stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;
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(ix) An executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative Loans;
and
(x) For any Cooperative Loan that has been modified or amended,
the original instrument or instruments effecting such modification or
amendment.
MORTGAGE INTEREST RATE: For any Mortgage Loan, the per annum rate at which
interest accrues on such Mortgage Loan pursuant to the terms of the related
Mortgage Note.
MORTGAGE LOAN SCHEDULE: The schedule, as amended from time to time, of
Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each
Mortgage Loan the following, among other things:
(i) its loan number,
(ii) the address of the Mortgaged Property,
(iii) the name of the Mortgagor,
(iv) the Original Value of the property subject to the Mortgage,
(v) the Principal Balance as of the Cut-Off Date,
(vi) the Mortgage Interest Rate borne by the Mortgage Note,
(vii) whether a Primary Insurance Policy is in effect as of the
Cut-Off Date,
(viii) the maturity of the Mortgage Note, and
(ix) the Servicing Fee and Master Servicing Fee.
MORTGAGE LOANS: With respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate and Cooperative Lease, and, with respect to each Mortgage Loan other
than a Cooperative Loan, the Mortgages and the related Mortgage Notes, each
transferred and assigned to the Trustee pursuant to the provisions hereof as
from time to time are held as part of the Trust Fund, the Mortgage Loans so held
being identified in the Mortgage Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE POOL: All of the Mortgage Loans.
MORTGAGE TRUST: As defined in Section 2.01.
MORTGAGE TRUST AVAILABLE DISTRIBUTION AMOUNT: On any Distribution Date, the
sum of the following amounts:
(1) the total amount of all cash received by or on behalf of the
Master Servicer with respect to the Mortgage Loans by the Determination
Date for such Distribution Date and not previously distributed (including
Monthly P&I Advances made by Servicers, proceeds of Liquidated
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Mortgage Loans and scheduled amounts of distributions from Buydown Funds
respecting Buydown Loans, if any), except:
(a) all scheduled payments of principal and interest
collected but due on a date subsequent to the related Due Date;
(b) all Curtailments received after the Prior Period
(together with any interest payment received with such
prepayments to the extent that it represents the payment of
interest accrued on a related Mortgage Loan subsequent to the
Prior Period);
(c) all Payoffs received on or after the 15th day of the
month of any such Determination Date (together with any interest
payment received with such Payoffs to the extent that it
represents the payment of interest accrued on a related Mortgage
Loan subsequent to the Prior Period), and interest accrued during
the period from the 1st to the 14th day of the month of such
Determination Date and received with Payoffs received during such
period, which interest shall not be included in the calculation
of the Available Distribution Amount for any Distribution Date;
(d) Insurance Proceeds and Liquidation Proceeds received
after the Prior Period;
(e) all amounts in the Certificate Account which are due
and reimbursable to a Servicer or the Master Servicer pursuant to
the terms of this Agreement;
(f) the sum of the Master Servicing Fee and the Servicing
Fee for each Mortgage Loan; and
(g) Excess Liquidation Proceeds;
(2) the sum, to the extent not previously distributed, of the
following amounts, to the extent advanced or received, as applicable, by
the Master Servicer by the Distribution Date:
(a) any Monthly P&I Advance made by the Master Servicer to
the Trustee with respect to such Distribution Date; and
(b) Compensating Interest; and
(3) the total amount, to the extent not previously distributed, of
all cash received by the Distribution Date by the Trustee, in respect of a
Purchase Obligation under Section 2.02 and Section 2.03 or any permitted
repurchase of a Mortgage Loan.
MORTGAGE TRUST CERTIFICATE DISTRIBUTION AMOUNT: (I) For any Distribution
Date prior to the Credit Support Depletion Date, the Mortgage Trust Available
Distribution Amount shall be distributed to the Mortgage Trust Certificates and
the Class R-1 Certificates in the following amounts and priority and to the
extent of the Mortgage Trust Available Distribution Amount:
(i) First, to the Class A1-L Certificates in respect of Component
A1-4-L, the aggregate for all PO Mortgage Loans of the product for each PO
Mortgage Loan of the applicable PO Fraction
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and the sum of (x) scheduled payments of principal on such PO 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 PO Mortgage Loan during the Prior Period of (1) Curtailments,
(2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the
Purchase Price pursuant to a Purchase Obligation or any repurchase of a Mortgage
Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal
portion of Payoffs received in respect of such PO Mortgage Loan during the
Payoff Period;
(ii) Second, to the Class A Certificates that are Mortgage Trust
Certificates (except the Class A1-L Certificates), Class X-L Certificates and
Class A1-L Certificates in respect of Component A1-1-L, Component A1-2-L and
Component A1-5-L, concurrently, the sum of the Interest Distribution Amounts for
such Classes of Certificates or Components remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(iii) Third,
(a) to the Class A Certificates that are Mortgage Trust Certificates
(except the Class A1-L Certificates), Class X-L Certificates and Class A1-L
Certificates in respect of the Component A1-1-L, Component A1-2-L and
Component A1-5-L, concurrently, the sum of the Interest Distribution
Amounts for such Classes of Certificates or Components for the current
Distribution Date, pro rata according to their respective Interest
Distribution Amounts;
(b) on or before the Component A-1-2 Accretion Termination Date, the
Component A-1-2 Accrual Amount, as principal, as follows:
(1) first, concurrently, as follows:
(A) 13.8691202055% to the Class A3-L Certificates to the
extent necessary to reduce the Class A3-L Principal Balance to
its Targeted Principal Balance for such Distribution Date;
(B) 12.5456616761% to the Class A11-L Certificates to the
extent necessary to reduce the Class A11-L Principal Balance to
its Targeted Principal Balance for such Distribution Date;
(C) 11.6393079627% to Component A9-2-L of the Class A9-L
Certificates to the extent necessary to reduce the Component
A9-2-L Principal Balance to its Targeted Principal Balance for
such Distribution Date; and
(D) 61.9459101557%, to the extent necessary to reduce the
aggregate Class Principal Balance of the Class A12-L and Class
A13-L Certificates to its combined Targeted Principal Balance for
such Distribution Date, sequentially as follows:
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(I) to the Class A13-L Certificates to the extent
necessary to reduce the Class A13-L Principal Balance to its
Planned Principal Balance for such Distribution Date;
(II) to the Class A12-L Certificates, until the Class
A12-L Principal Balance has been reduced to zero; and
(III) to the Class A13-L Certificates, until the Class
A13-L Principal Balance has been reduced to zero;
(2) second, to Component A1-2-L of the Class A1-L
Certificates to the extent necessary to reduce the Component A1-2-L
Principal Balance to its Targeted Principal Balance for such
Distribution Date;
(3) third, to the Class A4-L Certificates, until the Class
A4-L Principal Balance has been reduced to zero;
(4) fourth, concurrently, as follows:
(A) 90.0000000000%, concurrently, as follows:
(I) 13.8691202055% to the Class A3-L
Certificates, until the Class A3-L Principal Balance has
been reduced to zero;
(II) 12.5456616761% to the Class A11-L
Certificates, until the Class A11-L Principal Balance has
been reduced to zero;
(III) 11.6393079627% to Component A9-2-L of the
Class A9-L Certificates until the Component A9-2-L Principal
Balance has been reduced to zero; and
(IV) 61.9459101557%, sequentially, as follows:
(a) to the Class A13-L Certificates to the
extent necessary to reduce the Class A13-L Principal
Balance to its Planned Principal Balance for such
Distribution Date;
(b) to the Class A12-L Certificates until the
Class A12-L Principal Balance has been reduced to
zero; and
(c) to the Class A13-L Certificates until the
Class A13-L Principal Balance has been reduced to
zero; and
(B) 10.0000000000% to Component A1-2-L of the Class A1-L
Certificates; and
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(5) fifth, to Component A1-2-L of the Class A1-L
Certificates, until the Component A1-2-L Principal Balance has been
reduced to zero;
(c) on or before the Class A4-L Accretion Termination Date, after
the Component A-1-2 Accrual Amount has been distributed pursuant to
paragraph (I)(iii)(b) above, the Class A4-L Accrual Amount, as principal,
as follows:
(1) first, concurrently, as follows:
(A) 13.8691202055% to the Class A3-L Certificates to the
extent necessary to reduce the Class A3-L Principal Balance to
its Targeted Principal Balance for such Distribution Date;
(B) 12.5456616761% to the Class A11-L Certificates to the
extent necessary to reduce the Class A11-L Principal Balance to
its Targeted Principal Balance for such Distribution Date;
(C) 11.6393079627% to Component A9-2-L of the Class A9-L
Certificates to the extent necessary to reduce the Component
A9-2-L Principal Balance to its Targeted Principal Balance for
such Distribution Date; and
(D) 61.9459101556%, to the extent necessary to reduce the
aggregate Class Principal Balance of the Class A12-L and Class
A13-L Certificates to its combined Targeted Principal Balance
for such Distribution Date, sequentially as follows:
(I) to the Class A13-L Certificates to the extent
necessary to reduce the Class A13-L Principal Balance to its
Planned Principal Balance for such Distribution Date;
(II) to the Class A12-L Certificates, until the
Class A12-L Principal Balance has been reduced to zero; and
(III) to the Class A13-L Certificates, until the
Class A13-L Principal Balance has been reduced to zero; and
(2) second, to Component A1-2-L of the Class A1-L Certificates
to the extent necessary to reduce the Component A1-2-L Principal
Balance to its Targeted Principal Balance for such Distribution Date;
and
(3) third, to the Class A4-L Certificates until the Class A4-L
Principal Balance has been reduced to zero;
(iv) Fourth, to the Class A Certificates that are Mortgage Trust
Certificates (except the Class A1-L Certificates) and the Class A1-L
Certificates in respect of Component A1-1-L, Component A1-2-L and Component
A1-3-L, the Senior Principal Distribution Amount as follows:
(a) first, to the Class A5-L, Class A6-L and Class A14-L
Certificates, pro rata, an amount up to the amount of the Lockout Principal
Distribution Amount for such
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Distribution Date, until the Class Principal Balances of the Class A5-L,
Class A6-L and Class A14-L Certificates have been reduced to zero;
(b) second, to the Class R-L and Class R-1 Certificates until the
Class Principal Balances of the Class R-L and Class R-1 Certificates have
been reduced to zero;
(c) third, the portion of the Senior Principal Distribution Amount
remaining after the distributions in paragraphs (I)(iv)(a) and (b) above,
concurrently as follows:
(1) 2.0270271292% to Component A1-3-L of the Class A1-L
Certificates, until the Component A1-3-L Principal Balance has been
reduced to zero;
(2) 97.9729728708%, sequentially, as follows:
(A) first, concurrently, to the extent necessary to
reduce the Class A2-L Principal Balance to its Planned Principal
Balance for such Distribution Date, 71.1111101958% to the Class
A2-L Certificates and 28.8888898042% to Component A9-1-L of the
Class A9-L Certificates;
(B) second, concurrently, to the extent necessary to
reduce the Class A7-L Principal Balance to its Planned Principal
Balance for such Distribution Date, 71.1111133993% to the Class
A7-L Certificates and 28.8888866007% to Component A9-1-L of the
Class A9-L Certificates;
(C) third, concurrently, in each case to the extent
necessary to reduce the Class A8-L Principal Balance and the
Component A-9-1 Principal Balance to their Planned Principal
Balances for such Distribution Date, 71.1111113230% to the Class
A8-L Certificates and 28.8888886770% to Component A9-1-L of the
Class A9-L Certificates;
(D) fourth, to Component A1-1-L of the Class A1-L
Certificates to the extent necessary to reduce the Component
A1-1-L Principal Balance to its Planned Principal Balance for
such Distribution Date;
(E) fifth, concurrently, as follows:
(I) 13.8691202055% to the Class A3-L
Certificates, to the extent necessary to reduce the Class
A3-L Principal Balance to its Targeted Principal Balance for
such Distribution Date;
(II) 12.5456616761% to the Class A11-L
Certificates, to the extent necessary to reduce the Class
A11-L Principal Balance to its Targeted Principal Balance
for such Distribution Date;
(III) 11.6393079627% to Component A9-2-L of the
Class A9-L Certificates, to the extent necessary to reduce
the Component A9-2-L Principal Balance to its Targeted
Principal Balance for such Distribution Date; and
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(IV) 61.9459101557%, to the extent necessary to
reduce the aggregate Class Principal Balance of the Class
A12-L and Class A13-L Certificates to its combined Targeted
Principal Balance for such Distribution Date, sequentially
as follows:
(a) to the Class A13-L Certificates, to the
extent necessary to reduce the Class A13-L Principal
Balance to its Planned Principal Balance for such
Distribution Date;
(b) to the Class A12-L Certificates, until the
Class A12-L Principal Balance has been reduced to zero;
and
(c) to the Class A13-L Certificates, until the
Class A13-L Principal Balance has been reduced to zero;
(F) sixth, to Component A1-2-L of the Class A1-L
Certificates, to the extent necessary to reduce the
Component A1-2-L Principal Balance to its Targeted Principal
Balance for such Distribution Date;
(G) seventh, to the Class A4-L Certificates, until
the Class A4-L Principal Balance has been reduced to zero;
(H) eighth, concurrently, as follows:
(I) 90.0000000000%, concurrently, as follows:
(a) 13.8691202055% to the Class A3-L
Certificates, until the Class A3-L Principal Balance
has been reduced to zero;
(b) 12.5456616761% to the Class A11-L
Certificates, until the Class A11-L Principal Balance
has been reduced to zero;
(c) 11.6393079627% to Component A9-2-L, of the
Class A9-L Certificates until the Component A9-2-L
Principal Balance has been reduced to zero; and
(d) 61.9459101557%, sequentially, as follows:
(i) to the Class A13-L Certificates, to
the extent necessary to reduce the Class A13-L
Principal Balance to its Planned Principal Balance
for such Distribution Date;
(ii) to the Class A12-L Certificates,
until the Class A12-L Principal Balance has been
reduced to zero; and
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(iii) to the Class A13-L Certificates,
until the Class A13-L Principal Balance has been
reduced to zero; and
(II) 10.0000000000% to Component A1-2-L of the Class
A1-L Certificates;
(I) ninth, to Component A1-2-L of the Class A1-L
Certificates, until the Component A1-2-L Principal Balance has
been reduced to zero;
(J) tenth, concurrently, until the Class A2-L
Principal Balance has been reduced to zero, 71.1111101958% to the
Class A2-L Certificates and 28.8888898042% to Component A9-1-L of
the Class A9-L Certificates;
(K) eleventh, concurrently, until the Class A7-L
Principal Balance has been reduced to zero, 71.1111133993% to the
Class A7-L Certificates and 28.8888866007% to Component A9-1-L of
the Class A9-L Certificates;
(L) twelfth, concurrently, in each case until the
Class A8-L Principal Balance and the Component A9-1-L Principal
Balance have been reduced to zero, 71.1111113230% to the Class
A8-L Certificates and 28.8888886770% to Component A9-1-L of the
Class A9-L Certificates; and
(M) thirteenth, to Component A1-1-L of the Class A1-L
Certificates, until the Component A1-1-L Principal Balance has
been reduced to zero; and
(iv) Fourth, to the Class A5-L, A6-L and Class A14-L
Certificates, pro rata, the portion of the Senior Principal Distribution
Amount remaining after the distributions in paragraphs (I)(iv)(a) through
(c) above, until the Class Principal Balances of the Class A5-L, Class A6-L
and Class A14-L Certificates have been reduced to zero.
(v) Fifth, to the Class A1-L Certificates in respect of
Component A1-4-L, to the extent of amounts otherwise available to pay the
Subordinate Principal Distribution Amount (without regard to clause (B) of
the definition thereof) on such Distribution Date, the amount payable to
the Class A1-L Certificates in respect of Component A1-4-L on previous
Distribution Dates pursuant to clause (I)(vi) of this definition of
"Mortgage Trust Certificate Distribution Amount" and remaining unpaid from
such previous Distribution Dates;
(vi) Sixth, to the Class A1-L Certificates in respect of
Component A1-4-L as principal, to the extent of amounts otherwise available
to pay the Subordinate Principal Distribution Amount (without regard to
clause (B) of the definition thereof) on such Distribution Date, an amount
equal to the PO Fraction of any Realized Loss on a PO Mortgage Loan, 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, PROVIDED that any amounts distributed in respect of losses
pursuant to paragraph (I)(v) or this paragraph (I)(vi) of this definition
of "Mortgage Trust Certificate Distribution Amount" shall not cause a
further reduction in the Component A1-4-L Balance;
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(vii) Seventh, to the Class B1-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(viii) Eighth, to the Class B1-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(ix) Ninth, to the Class B1-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B1-L Principal Balance has
been reduced to zero;
(x) Tenth, to the Class B2-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xi) Eleventh, to the Class B2-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xii) Twelfth, to the Class B2-L Certificates, the portion of
the Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B2-L Principal Balance has
been reduced to zero;
(xiii) Thirteenth, to the Class B3-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xiv) Fourteenth, to the Class B3-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xv) Fifteenth, to the Class B3-L Certificates, the portion of
the Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B3-L Principal Balance has
been reduced to zero;
(xvi) Sixteenth, to the Class B4-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xvii) Seventeenth, to the Class B4-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xviii) Eighteenth, to the Class B4-L Certificates, the portion
of the Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B4-L Principal Balance has
been reduced to zero;
(xix) Nineteenth, to the Class B5-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xx) Twentieth, to the Class B5-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
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(xxi) Twenty-first, to the Class B5-L Certificates, the portion
of the Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B5-L Principal Balance has
been reduced to zero;
(xxii) Twenty-second, to the Class B6-L Certificates, the
Interest Distribution Amount for such Class of Certificates remaining
unpaid from previous Distribution Dates;
(xxiii) Twenty-third, to the Class B6-L Certificates, the
Interest Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xxiv) Twenty-fourth, to the Class B6-L Certificates, the
portion of the Subordinate Principal Distribution Amount allocable to such
Class of Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B6-L Principal Balance has
been reduced to zero; and
(xxv) Twenty-fifth, to the Class R-1 Certificates, the Residual
Distribution Amount for such Distribution Date;
(II) For any Distribution Date on or after the Credit Support Depletion
Date, the Mortgage Trust Available Distribution Amount shall be distributed to
the outstanding Classes of Certificates in the following amounts and priority to
the extent of the Mortgage Trust Available Distribution Amount;
(i) First, to the Class A1-L Certificates in respect of
Component A1-4-L, principal in the amount that would otherwise be
distributed to such Class on such Distribution Date pursuant to clause
(I)(i) of this definition of "Mortgage Trust Certificate Distribution
Amount";
(ii) Second, to the Class A Certificates that are Mortgage
Trust Certificates (except the Class A1-L Certificates), Class X-L
Certificates and Class A1-L Certificates in respect of Component A1-1-L,
Component A1-2-L and Component A1-5-L, the amount payable to each such
Class of Certificates or Component on prior Distribution Dates pursuant to
clause (I)(ii) or (II)(iii) of this definition of "Mortgage Trust
Certificate Distribution Amount," and remaining unpaid, pro rata according
to such amount payable to the extent of amounts available;
(iii) Third, to the Class A Certificates that are Mortgage
Trust Certificates (except the Class A1-L Certificates), Class X-L
Certificates and Class A1-L Certificates in respect of Component A1-1-L,
Component A2-1-L and Component A1-5-L, concurrently, the sum of the
Interest Distribution Amounts for such Classes of Certificates or
Components for the current Distribution Date, pro rata according to their
respective Interest Distribution Amounts;
(iv) Fourth, to the Class A Certificates that are Mortgage
Trust Certificates (except the Class A1-L Certificates) and the Class A-1
Certificates in respect of Component A1-1-L, Component A1-2-L and Component
A1-3-L, the Senior Principal Distribution Amount allocated pro rata
according to their respective Class Principal Balances or Component
Principal Balances until such Class Principal Balances or Component
Principal Balances have been reduced to zero; and
(v) Fifth, to the Class R-1 Certificates, the Residual
Distribution Amount for such Distribution Date.
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MORTGAGE TRUST CERTIFICATES: The Class A1-L, Class A2-L, Class A3-L, Class
A4-L, Class A5-L, Class A6-L, Class A7-L, Class A8-L, Class A9-L, Class A11-L,
Class A12-L, Class A13-L, Class A14-L, Class X-L, Class B1-L, Class B2-L, Class
B3-L, Class B4-L, Class B5-L, Class B6-L and Class R-L Certificates issued
pursuant to this Agreement.
MORTGAGE TRUST FUND: The corpus of the trust created pursuant to Section
2.01 of this Agreement. The Mortgage Trust Fund consists of (i) the Mortgage
Loans and all rights pertaining thereto; (ii) such assets as from time to time
may be held by the Trustee (or its duly appointed agent) in the Certificate
Account or the Investment Account (except amounts representing the Master
Servicing Fee or the Servicing Fee); (iii) such assets as from time to time may
be held by Servicers in a Custodial Account for P&I related to the Mortgage
Loans (except amounts representing the Master Servicing Fee or the Servicing
Fee); (iv) property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure or, in the case of a Cooperative
Loan, a similar form of conversion, after the Cut-Off Date; and (v) amounts paid
or payable by the insurer under any FHA insurance policy or any Primary
Insurance Policy and proceeds of any VA guaranty and any other insurance policy
related to any Mortgage Loan or the Mortgage Pool.
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 (if any) of the Mortgaged Property at the time
the Mortgage Loan was originated or (b) the purchase price paid for the
Mortgaged Property by the Mortgagor. With respect to a Mortgage Loan originated
for the purpose of refinancing existing mortgage debt, the Original Value shall
be equal to the Appraised Value of the Mortgaged Property at the time the
Mortgage Loan was originated or the appraised value at the time the refinanced
mortgage debt was incurred.
OWNERSHIP INTEREST: As defined in Section 5.01(b).
PASS-THROUGH ENTITY: As defined in Section 5.01(b).
PASS-THROUGH RATE: For each Mortgage Loan, a rate equal to the Mortgage
Interest Rate for such Mortgage Loan less the applicable per annum percentage
rates related to each of the Servicing Fee and the Master Servicing Fee. For
each Mortgage Loan, any calculation of monthly interest at such rate shall be
based upon annual interest at such rate (computed on the basis of a 360-day year
of twelve 30-day months) on the unpaid Principal Balance of the related Mortgage
Loan divided by twelve, and any calculation of interest at such rate by reason
of a Payoff shall be based upon annual interest at such rate on the outstanding
Principal
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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 second 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 October 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 X, Class X-L and Class A-10 Certificates), its Certificate Principal
Balance divided by the applicable Class Principal Balance or, with respect
to any Class A-1 or Class A1-L Certificate if the Class Principal Balance
for such Class has been reduced to zero but the Component A-1-5 Notional
Amount is greater than zero, its Certificate Principal Balance immediately
prior to the Distribution Date on which such Class Principal Balance was
reduced to zero divided by the Class Principal Balance for such Class as of
such time;
(ii) with respect to the Class X, Class X-L and Class A-10
Certificates, the portion of the respective Class Notional Amount evidenced
by such Certificate divided by the respective Class Notional Amount; 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:
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(i) if the Class A-1 Principal Balance is greater than zero
or the Class A-1 Principal Balance and the Component A-1-5 Notional Amount
have both been reduced to zero,
(a) with respect to any Certificate (other than the Class X
and Class A-10 Certificates), the product of (x) ninety-eight percent
(98%) 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 X and Class A-10 Certificates; and
(b) with respect to any Class of Class X or Class A-10
Certificate, one percent (1%) of such Certificate's Percentage Interest as
calculated by paragraph (a)(ii) of this definition;
(c) with respect to the Class R Certificates, zero; and
(ii) if the Class A-1 Principal Balance has been reduced to
zero but the Component A-1-5 Notional Amount is greater than zero,
(a) with respect to any Certificate (other than the Class
A-1, Class X and Class A-10 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 A-1, Class X and
Class A-10 Certificates;
(b) with respect to any Class of A-1, Class X or Class A-10
Certificate, one percent (1%) of such Certificate's Percentage
Interest as calculated by paragraph (a)(ii) of this definition; and
(c) with respect to the Class R Certificates, zero.
PERMITTED TRANSFEREE: With respect to the holding or ownership of any
Residual Certificate, any Person other than (i) the United States, a State or
any political subdivision thereof, or any agency or instrumentality of any of
the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Code Section 521) which is
exempt from the taxes imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Code Section 1381(a)(2)(C), (v) any Person from whom the Trustee has not
received an affidavit to the effect that it is not a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Code, and (vi) any other Person
so designated by the Company based upon an Opinion of Counsel that the transfer
of an Ownership Interest in a Residual Certificate to such Person may cause the
Trust Fund to fail to qualify as a REMIC at any time that the Certificates are
outstanding. The terms "United States," "State" and "International Organization"
shall have the meanings set forth in Code Section 7701 or successor provisions.
A corporation shall not be treated as an instrumentality of the United States or
of any State or political subdivision thereof if all of its activities are
subject to tax, and, with the exception of the FHLMC, a majority of its board of
directors is not selected by such governmental unit.
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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.
PLANNED PRINCIPAL BALANCE: The amount set forth in the table attached
hereto as Exhibit O, for the applicable Distribution Date, for each of the Class
A-2, Class A-7, Class A-8, Class A-13, Class A2-L, Class A7-L, Class A8-L and
Class A13-L Certificates, Component A-1-1 of the Class A-1 Certificates,
Component A-9-1 of the Class A-9 Certificates, Component A1-1-L of the Class
A1-L Certificates and Component A9-1-L of the Class A9-L Certificates, as
applicable.
PO FRACTION: For each PO Mortgage Loan, a fraction, the numerator of which
is 7.250% less the Pass-Through Rate on such PO Mortgage Loan and the
denominator of which is 7.250%.
PO MORTGAGE LOAN: Any Mortgage Loan with a Pass-Through Rate of less than
7.250% per annum.
PREMIUM RATE MORTGAGE LOANS: The Mortgage Loans having Pass-Through Rates
in excess of 7.250% per annum.
PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until the
Withdrawal Date following its scheduled Due Date.
PRIMARY INSURANCE POLICY: A policy of mortgage guaranty insurance, if any,
on an individual Mortgage Loan, providing coverage as required by Section
2.03(xi).
PRINCIPAL BALANCE: At the time of any determination, the principal balance
of a Mortgage Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date whether or not paid, reduced by all amounts distributed or to be
distributed to Certificateholders through the Distribution Date in the month of
determination that are reported as allocable to principal of such Mortgage Loan.
In the case of a Substitute Mortgage Loan, "Principal Balance" shall mean,
at the time of any determination, the principal balance of such Substitute
Mortgage Loan transferred to the Trust Fund on the date of substitution, reduced
by all amounts distributed or to be distributed to Certificateholders through
the Distribution Date in the month of determination that are reported as
allocable to principal of such Substitute Mortgage Loan.
The Principal Balance of a Mortgage Loan (including a Substitute Mortgage
Loan) shall not be adjusted solely by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period. Whenever a
Realized Loss has been incurred with respect to a Mortgage Loan during a
calendar month, the Principal Balance of such Mortgage Loan shall be reduced by
the amount of such Realized Loss as of the Distribution Date next following the
end of such calendar month after giving effect to the allocation of Realized
Losses and distributions of principal to the Certificates.
PRINCIPAL PAYMENT: Any payment of principal on a Mortgage Loan other than a
Principal Prepayment.
PRINCIPAL PAYMENT AMOUNT: On any Distribution Date, the sum of (i) the
scheduled principal payments on the Mortgage Loans due on the related Due Date,
(ii) the principal portion of repurchase proceeds received with respect to any
Mortgage Loan which was repurchased by the Company pursuant to a Purchase
Obligation or as permitted by this Agreement during the Prior Period, and (iii)
any other unscheduled payments
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of principal which were received with respect to any Mortgage Loan during the
Prior Period, other than Payoffs, Curtailments and Liquidation Principal.
PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage Loan which
constitutes a Payoff or a Curtailment.
PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date, the sum of (i)
Curtailments received during the Prior Period and (ii) Payoffs received during
the Payoff Period.
PRIOR PERIOD: The calendar month immediately preceding any Distribution
Date.
PRO RATA ALLOCATION: The allocation of the interest and principal portions
of Realized Losses among or between specified Classes of Mortgage Trust
Certificates (or Components of the Mortgage Trust Certificates) as follows: (a)
the principal portion of Realized Losses to the outstanding Classes of Mortgage
Trust Certificates (or Components of the Mortgage Trust Certificates, in the
case of the Class A1-L and Class A9-L Certificates), other than the Component
A1-4-L, pro rata according to their respective Class Principal Balances (or
Component Principal Balances, in the case of Component A1-1-L, Component A1-2-L
and Component A1-3-L of the Class A1-L Certificates and Component A9-1-L and
Component A9-2-L of the Class A9-L Certificates), in reduction their respective
Class Principal Balances or Component Principal Balances, except if the loss is
recognized with respect to a PO Mortgage Loan, in which event the PO Fraction of
such loss will first be allocated to Component A1-4-L of the Class A1-L
Certificates and then the remainder of such loss will be allocated as described
above to the other outstanding Classes of Mortgage Trust Certificates (or
Components thereof); and for the interest portion of Realized Losses, pro rata
according to the amount of interest accrued on each such Class of Mortgage Trust
Certificates (or each Component thereof, in the case of the Class A1-L or Class
A9-L Certificates), other than Component A1-4-L, in reduction thereof, and then
pro rata according to the respective Class Principal Balances (or Component
Principal Balances, in the case of Component A1-1-L, Component A1-2-L and
Component A1-5-L of the Class A1-L Certificates and Component A9-1-L and
Component A9-2-L of the Class A9-L Certificates) of each such Class of Mortgage
Trust Certificates or each Component in reduction of their respective Class
Principal Balances or Component Principal Balances; PROVIDED, HOWEVER, that all
Realized Losses allocated to principal and interest that would otherwise be
allocable to the Class A1-L Certificates (other than Realized Losses allocated
to Component A1-4-L of the Class A1-L Certificates) on any Distribution Date
will be allocated to the Class A14-L Certificates, until the Class A14-L
Principal Balance has been reduced to zero. Any losses allocated among all
Classes of Mortgage Trust Certificates pursuant to this definition of "Pro Rata
Allocation" shall also be allocated to the Corresponding Class of Certificate
Trust Certificates in the same manner and amounts as they reduce such attributes
of the Corresponding Class of Mortgage Trust Certificates; PROVIDED, HOWEVER,
that the interest portion of such losses allocated to the Class A9-L
Certificates and applied to reduce the Interest Distribution Amount thereof
shall be allocated to the Class A-9 and Class A-10 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
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reasonably imminent, or (b) the Company, at its expense, delivers to the Trustee
an Opinion of Counsel to the effect that the purchase of such Mortgage Loan will
not give rise to a tax on a prohibited transaction, as defined in Section
860F(a) of the Code; provided, further, that in the case of clause (b) above,
the Company will use its reasonable efforts to obtain such Opinion of Counsel if
such opinion is obtainable.
QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified as
such under the laws of the states in which the Mortgaged Properties are located
if such qualification is necessary to issue the applicable insurance policy or
bond, duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided by the Primary Insurance
Policies and approved as an insurer by FHLMC or FNMA and the Master Servicer. A
Qualified Insurer must have the rating required by the Rating Agency.
RATING AGENCY: Initially, each of S&P and Fitch, thereafter, each
nationally recognized statistical rating organization that has rated the
Certificates at the request of the Company, or their respective successors in
interest.
RATINGS: As of any date of determination, the ratings, if any, of the
Certificate Trust Certificates and the Residual Certificates as assigned by the
Rating Agency.
REALIZED LOSS: For any Distribution Date, with respect to any Mortgage Loan
which became a Liquidated Mortgage Loan during the related Prior Period, the sum
of (i) the principal balance of such Mortgage Loan remaining outstanding and the
principal portion of Nonrecoverable Advances actually reimbursed with respect to
such Mortgage Loan (the principal portion of such Realized Loss), and (ii) the
accrued interest on such Mortgage Loan remaining unpaid and the interest portion
of Nonrecoverable Advances actually reimbursed with respect to such Mortgage
Loan (the interest portion of such Realized Loss). For any Distribution Date,
with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the
amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of
the related Due Date.
Realized Losses, Special Hazard Losses, Fraud Losses and Bankruptcy Losses
allocated to any Class of Mortgage Trust Certificates shall also be allocated to
the Corresponding Class of Certificate Trust Certificates and applied to reduce
the Class Principal Balance for such Class of Certificate Trust Certificates in
the same manner and amounts as they reduce such attributes of the Corresponding
Class of Mortgage Trust Certificates; PROVIDED, HOWEVER, that the interest
portion of such losses allocated to the Class A9-L Certificates shall be
allocated to the Class A-9 and Class A-10 Certificates in accordance with the
proviso contained in the definition of "Pro Rata Allocation" herein.
Except for Special Hazard Losses in excess of Special Hazard Coverage,
Fraud Losses in excess of Fraud Coverage and Bankruptcy Losses in excess of
Bankruptcy Coverage, Realized Losses shall be allocated among the Certificates
(i) for Realized Losses allocable to principal (a) first, to the Class B6-L
Certificates, until the Class B6-L Principal Balance has been reduced to zero,
(b) second, to the Class B5-L Certificates, until the Class B5-L Principal
Balance has been reduced to zero, (c) third, to the Class B4-L Certificates,
until the Class B4-L Principal Balance has been reduced to zero, (d) fourth, to
the Class B3-L Certificates, until the Class B3-L Principal Balance has been
reduced to zero, (e) fifth, to the Class B2-L Certificates, until the Class B2-L
Principal Balance has been reduced to zero, (f) sixth, to the Class B1-L
Certificates, until the Class B1-L Principal Balance has been reduced to zero,
and (g) seventh, to the Senior Certificates (except the Class X-L and Class
A10-L Certificates and Component A1-4-L of the Class A1-L Certificates), pro
rata to such Classes of Certificates according to their respective Class
Principal Balances (or Component Principal Balances, in the case of Component
A1-1-L, Component A1-2-L and Component A1-3-L of the Class A1-L Certificates and
Component A9-1-L and Component A9-2-L of the Class A9-L Certificates) in
reduction their respective Class Principal Balances or Component Principal
Balances; PROVIDED, HOWEVER, that if the loss is recognized with
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respect to a PO Mortgage Loan, the PO Fraction of such loss will first be
allocated to the Class A1-L Certificates in respect of Component A1-4-L 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 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, to the Senior
Certificates, pro rata according to accrued but unpaid interest on such Classes
of Certificates (or Components thereof) and then pro rata according to their
respective Class Principal Balances (or Component Principal Balances, in the
case of Component A1-1-L, Component A1-2-L and Component A1-5-L of the Class
A1-L Certificates and Component A9-1-L and Component A9-2-L of the Class A9-L
Certificates) in reduction of their respective Class Principal Balances or
Component Principal Balances; PROVIDED, FURTHER, that all Realized Losses
allocated to principal and interest that would otherwise be allocable to the
Class A1-L Certificates (other than Realized Losses allocated to Component
A1-4-L of the Class A1-L Certificates) on any Distribution Date shall be
allocated to the Class A14-L Certificates, until the Class A14-L Principal
Balance has been reduced to zero.
Special Hazard Losses in excess of the Special Hazard Coverage, Fraud
Losses in excess of the Fraud Coverage, and Bankruptcy Losses in excess of the
Bankruptcy Coverage shall be allocated among all Classes of Certificates by Pro
Rata Allocation.
RECORD DATE: The last Business Day of the month immediately preceding the
month of the related Distribution Date.
REFERENCE BANKS: Barclays Bank PLC, Bankers Trust Company and The Bank of
Tokyo, Ltd. or, if any such bank shall cease to provide quotations for one-month
United States dollar-denominated deposits, any other leading bank with an
established place of business in London engaged in transactions in Eurodollar
deposits in the international Eurocurrency market not controlling, controlled by
or under common control with the Company, designated by the Company from time to
time for the purpose of providing quotations for one-month United States
dollar-denominated deposits.
REGULAR INTEREST CERTIFICATES: (i) with respect to the Mortgage Trust Fund,
the Mortgage Trust Certificates, and (ii) with respect to the Certificate Trust
Fund, the Certificate Trust Certificates.
REMIC: A real estate mortgage investment conduit, as such term is defined
in the Code.
REMIC PROVISIONS: Sections 860A through 860G of the Code, related Code
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.
REMITTANCE RATE: For each Class of Certificates or Component of the Class
A-1, Class A-9, Class A1-L and Class A9-L Certificates, the per annum rate set
forth as the Remittance Rate for such Class or Component 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, and (ii) with
respect to the Certificate Trust Fund, the Class R Certificates, which are being
issued in a single class. The Class R and Class R-1 Certificates are hereby
designated the sole
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Class of "residual interests" in the REMIC related to the Certificate Trust Fund
and Mortgage Trust Fund, respectively, for purposes of Section 860G(a)(2) of the
Code.
RESIDUAL DISTRIBUTION AMOUNT: On any Distribution Date, with respect to the
Class R-1 Certificates, any portion of the Mortgage Trust Available Distribution
Amount remaining after all distributions to the Mortgage Trust Certificates and
Class R-1 Certificates, or, with respect to the Class R Certificates, any
portion of the Certificate Trust Available Distribution Amount remaining after
all distributions to the Certificate Trust Certificates and Class R
Certificates. Upon termination of the obligations created by this Agreement and
the Mortgage Trust Fund and Certificate Trust Fund created hereby, with respect
to the Class R-1 Certificates, the amounts which remain on deposit in the
Certificate Account after payment to the Holders of the Mortgage Trust
Certificates of the amounts set forth in Section 9.01 of this Agreement, and
subject to the conditions set forth therein.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any officer
assigned to and working in its Corporate Trust Department or similar group and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., provided that at any time it be a Rating Agency.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator of the Cooperative Loan
in the related Cooperative Stock.
SELLING AND SERVICING CONTRACT: (a) The contract (including the PNC
Mortgage Securities Corp. Selling Guide and PNC Mortgage Securities Corp.
Servicing Guide to the extent incorporated by reference therein) between the
Master Servicer and a Person relating to the sale of the Mortgage Loans to the
Company and the servicing of such Mortgage Loans, on behalf of the Master
Servicer for the benefit of the Certificateholders, which contract is
substantially in the form of Exhibit E hereto, as such contract may be amended
or modified; provided, however, that any such amendment or modification shall
not materially adversely affect the interests and rights of Certificateholders;
and (b) any other similar contract providing substantially similar rights and
benefits as those provided by the form of contract attached as Exhibit E hereto.
SENIOR CERTIFICATES: The Class A Certificates that are Mortgage Trust
Certificates, Class X-L, Class R-L and Class R-1 Certificates, collectively.
SENIOR LIQUIDATION AMOUNT: The aggregate for each Mortgage Loan which
became a Liquidated Mortgage Loan during the Prior Period, of the lesser of (i)
the Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive
of the PO Fraction thereof, if applicable), and (ii) the Senior Prepayment
Percentage of the Liquidation Principal with respect to such Mortgage Loan.
SENIOR PERCENTAGE: With respect to any Distribution Date, the sum of the
Class Principal Balances of the Senior Certificates that are Mortgage Trust
Certificates (reduced by the Component A1-4-L Principal Balance) divided by the
aggregate Class Principal Balance of all Classes of Mortgage Trust Certificates
(reduced by the Component A1-4-L Principal Balance), in each case immediately
prior to such Distribution Date.
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SENIOR PREPAYMENT PERCENTAGE: (i) On any Distribution Date occurring before
the Distribution Date in the month of the fifth anniversary of the first
Distribution Date, 100%; (ii) on any other Distribution Date on which the Senior
Percentage for such Distribution Date exceeds the initial Senior Percentage as
of the Cut-Off Date, 100%; and (iii) on any other Distribution Date in each of
the months of the fifth anniversary of the first Distribution Date and
thereafter, 100%, unless:
(a) the mean aggregate Principal Balance of Mortgage Loans which are 60 or
more days delinquent (including loans in foreclosure and property held
by the Mortgage Trust Fund) for each of the immediately preceding six
calendar months is less than or equal to 50% of the mean aggregate of
the Class Principal Balances of the Class B Certificates as of such
Distribution Date, and
(b) cumulative Realized Losses on the Mortgage Loans allocated to the
Class B Certificates are less than or equal to (1) for any
Distribution Date before the month of the sixth anniversary of the
month of the first Distribution Date, 30% of the sum of the
Class Principal Balances of the Class B Certificates as of the Cut-Off
Date, (2) for any Distribution Date in or after the month of the sixth
anniversary of the month of the first Distribution Date but before the
seventh anniversary of the month of the first Distribution Date, 35%
of the sum of the Class Principal Balances of the Class B Certificates
as of the Cut-Off Date, (3) for any Distribution Date in or after the
month of the seventh anniversary of the month of the first
Distribution Date but before the eighth anniversary of the month of
the first Distribution Date, 40% of the sum of the Class Principal
Balances of the Class B Certificates as of the Cut-Off Date, (4) for
any Distribution Date in or after the month of the eighth anniversary
of the month of the first Distribution Date but before the ninth
anniversary of the month of the first Distribution Date, 45% of the
sum of the Class Principal Balances of the Class B Certificates as of
the Cut-Off Date, and (5) for any Distribution Date in or after the
month of the ninth anniversary of the month of the first Distribution
Date, 50% of the sum of the Class Principal Balances of the Class B
Certificates as of the Cut-Off Date,
in which case, as follows: (1) for any such Distribution Date in or after the
month of the fifth anniversary of the month of the first Distribution Date but
before the sixth anniversary of the month of the first Distribution Date, the
Senior Percentage for such Distribution Date plus 70% of the Subordinate
Percentage Senior such Distribution Date; (2) for any such Distribution Date in
or after the month of the sixth anniversary of the month of the first
Distribution Date but before the seventh anniversary of the month of the first
Distribution Date, the Senior Percentage for such Distribution Date plus 60% of
the Subordinate Percentage for such Distribution Date; (3) for any such
Distribution Date in or after the month of the seventh anniversary of the month
of the first Distribution Date but before the eighth anniversary of the month of
the first Distribution Date, the Senior Percentage for such Distribution Date
plus 40% of the Subordinate Percentage for such Distribution Date; (4) for any
such Distribution Date in or after the month of the eighth anniversary of the
month of the first Distribution Date but before the ninth anniversary of the
month of the first Distribution Date, the Senior Percentage for such
Distribution Date plus 20% of the Subordinate Percentage for such Distribution
Date; and (5) for any such Distribution Date thereafter, the Senior Percentage
for such Distribution Date.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an amount
equal to the sum of (a) the Senior Percentage of the Principal Payment Amount
(exclusive of the portion thereof attributable to principal distributions to
Component A1-4-L pursuant to clause (I)(i) of the definition of "Mortgage Trust
Certificate Distribution Amount"), (b) the Senior Prepayment Percentage of the
Principal Prepayment Amount (exclusive of the portion thereof attributable to
principal distributions to Component A1-4-L pursuant to clause (I)(i) of the
definition of "Mortgage Trust Certificate Distribution Amount") and (c) the
Senior Liquidation Amount.
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SERVICER: A mortgage loan servicing institution to which the Master
Servicer has assigned servicing duties with respect to any Mortgage Loan under a
Selling and Servicing Contract; provided, however, the Master Servicer may
designate itself or one or more other mortgage loan servicing institutions as
Servicer upon termination of an initial Servicer's servicing duties.
SERVICING FEE: For each Mortgage Loan, the fee paid to the Servicer thereof
to perform primary servicing functions for the Master Servicer with respect to
such Mortgage Loan, equal to the per annum rate set forth for each Mortgage Loan
in the Mortgage Loan Schedule on the outstanding Principal Balance of such
Mortgage Loan.
SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
SPECIAL HAZARD COVERAGE: The Special Hazard Coverage Initial Amount less
Special Hazard Losses allocated to the Certificates and the amount of any
scheduled reduction in the amount of Special Hazard Coverage as follows: on each
anniversary of the Cut-Off Date, the Special Hazard Coverage shall be reduced,
but not increased, to an amount equal to the lesser of (1) the greatest of
(a) the aggregate principal balance of the Mortgage Loans located in the single
California zip code area containing the largest aggregate principal balance of
the Mortgage Loans, (b) 1% of the aggregate unpaid principal balance of the
Mortgage Loans and (c) twice the unpaid principal balance of the largest single
Mortgage Loan, in each case calculated as of the Due Date in the immediately
preceding month, and (2) the Special Hazard Coverage Initial Amount as reduced
by the Special Hazard Losses allocated to the Certificates since the Cut-Off
Date. Special Hazard 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: $5,838,756.
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.
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STEP DOWN PERCENTAGE: For any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Step Down Percentage
------------------------------ --------------------
October 1997 through September 2002 0%
October 2002 through September 2003 30%
October 2003 through September 2004 40%
October 2004 through September 2005 60%
October 2005 through September 2006 80%
October 2006 and thereafter 100%
STRIPPED INTEREST RATE: For each Mortgage Loan, the excess, if any, of the
Pass-Through Rate for such Mortgage Loan over 7.250%.
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 Senior Liquidation Amount for such
Distribution Date.
SUBORDINATE PERCENTAGE: On any Distribution Date, the excess of 100% over
the Senior Percentage for such Distribution Date.
SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date, the excess of
100% over the Senior Prepayment Percentage for such Distribution Date.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: On any Distribution Date, the
excess of (A) the sum of (a) the Subordinate Percentage of the Principal Payment
Amount (exclusive of the portion thereof attributable to principal distributions
to Component A1-4-L of the Class A1-L Certificates pursuant to clause (I)(i) of
the definition of "Mortgage Trust Certificate Distribution Amount"), (b) the
Subordinate Prepayment Percentage of the Principal Prepayment Amount (exclusive
of the portion thereof attributable to principal distributions to Component
A1-4-L of the Class A1-L Certificates pursuant to clause (I)(i) of the
definition of "Mortgage Trust Certificate Distribution Amount") and (c) the
Subordinate Liquidation Amount over (B) the amounts required to be distributed
to the Component A1-4-L of the Class A1-L Certificates pursuant to clauses
(I)(v) and (I)(vi) of the definition of "Mortgage Trust Certificate Distribution
Amount" on such Distribution Date. On any Distribution Date, the Subordinate
Principal Distribution Amount shall be allocated pro rata, by Class Principal
Balance, among the Classes of Subordinate Certificates and paid in the order of
distribution to such Classes pursuant to clause (I) in the definition of
"Mortgage Trust Certificate Distribution Amount" herein. Notwithstanding the
foregoing, on any Distribution Date prior to distributions on such date, if the
Subordination Level for any Class of Subordinate Certificates is less than such
percentage as of the Cut-Off Date, the pro rata portion of the Subordinate
Principal Distribution Amount otherwise allocable to the Class or Classes junior
to such Class will be distributed to the most senior Class of the Subordinate
Certificates for which the Subordination Level is less than such percentage as
of the Cut-Off Date, and to the Classes of Subordinate Certificates senior
thereto, pro rata according to the Class Principal Balances of such Classes. For
purposes of this definition and the definition of "Subordination Level," the
relative seniority, from highest to lowest, of the Classes of Subordinate
Certificates shall be as follows: Class B1-L, Class B2-L, Class B3-L,
Class B4-L, Class B5-L and Class B6-L.
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SUBORDINATION LEVEL: On any specified date, with respect to any of the
Class B Certificates, the percentage obtained by dividing the sum of the Class
Principal Balances of the Classes of Mortgage Trust Certificates which are
subordinate in right of payment to such Class (provided that no Class of
Certificates shall be subordinate in right of payment to the Class B6-L
Certificates) by the aggregate of the Class Principal Balances of all Classes of
Mortgage Trust Certificates as of such date prior to giving effect to
distributions of principal or interest or allocations of Realized Losses on the
Mortgage Loans on such date.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
TARGETED PRINCIPAL BALANCE: The amount set forth in the table attached
hereto as Exhibit P, for the applicable Distribution Date, for each of the Class
A-3, Class A-11, Class A-12, Class A3-L, Class A11-L and Class A12-L
Certificates and Component A-1-2 of the Class A-1 Certificates, Component A-9-2
of the Class A-9 Certificates, Component A1-2-L of the Class A1-L Certificates
and Component A9-2-L of the Class A9-L Certificates, as applicable.
TAX MATTERS PERSON: The Holder of the Class R-1 Certificate, with respect
to the Mortgage Trust Fund, and Class R Certificate, with respect to the
Certificate Trust Fund, in each case having an Authorized Denomination of 0.01%
or any Permitted Transferee of such Class R-1 or Class R Certificateholder. If
the Tax Matters Person for the Mortgage Trust Fund or the Certificate Trust Fund
becomes a Disqualified Organization, the last preceding Holder of such
Authorized Denomination of the Class R-1 and Class R Certificate, as applicable,
that is not a Disqualified Organization shall be Tax Matters Person for such
trust pursuant to Section 5.01(c). If any Person is appointed as tax matters
person by the Internal Revenue Service pursuant to the Code, such Person shall
be Tax Matters Person.
TERMINATION DATE: As defined in Section 9.01(b).
TERMINATION PAYMENT: As defined in Section 9.01(b).
TRANSFER: As defined in Section 5.01(b).
TRANSFEREE: As defined in Section 5.01(b).
TRANSFEREE AFFIDAVIT AND AGREEMENT: As defined in Section 5.01(c)(i)(B).
TRUSTEE: U.S. Bank National Association, or its successor-in-interest as
provided in Section 8.09, or any successor trustee appointed as herein provided.
UNCOLLECTED INTEREST: With respect to any Distribution Date for any
Mortgage Loan on which a Payoff was made by a Mortgagor during the related
Payoff Period, except for Payoffs received during the period from the first
through the 14th day of the month of such Distribution Date, an amount equal to
one month's interest at the applicable Pass-Through Rate on such Mortgage Loan
less the amount of interest actually paid by the Mortgagor with respect to such
Payoff.
UNCOMPENSATED INTEREST SHORTFALL: For any Distribution Date, the excess, if
any, of (i) the sum of (a) aggregate Uncollected Interest and (b) aggregate
Curtailment Shortfall over (ii) Compensating Interest, which excess shall be
allocated to each Class of Mortgage Trust Certificates pro rata according to the
amount of interest accrued thereon in reduction thereof.
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UNDERWRITING STANDARDS: The underwriting standards of the Company, Old Kent
Mortgage Co., HomeSide Lending, Inc., Chase Manhattan Mortgage Corporation,
Headlands Mortgage Company, Commerce Security Bank, National City Mortgage and
Western Financial Savings Bank.
UNINSURED CAUSE: Any cause of damage to a Mortgaged Property, the cost of
the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.07.
U.S. PERSON: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust that
is subject to U.S. federal income tax regardless of the source of its income, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
fiduciaries have the authority to control all substantial decisions of the
trust.
VA: The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.
WAC IO NOTIONAL AMOUNT: For any Distribution Date, the product of (x) the
aggregate scheduled Principal Balance as of the second preceding Due Date after
giving effect to payments scheduled to be received as of such Due Date, whether
or not received, or with respect to the initial Distribution Date, as of the
Cut-Off Date, of the Premium Rate Mortgage Loans and (y) a fraction, the
numerator of which is the weighted average of the Stripped Interest Rates for
the Premium Rate Mortgage Loans as of such Due Date and the denominator of which
is 7.250%.
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.
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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. A trust (the "Mortgage Trust") of which the Trustee is the
trustee is hereby created under the laws of the State of New York for the
benefit of the Holders of the Mortgage Trust Certificates and the Class R-1
Certificates. The purpose of the Mortgage Trust is to hold the Mortgage Trust
Fund and provide for the issuance, execution and delivery of the Mortgage Trust
Certificates and the Class R-1 Certificates. The assets of the Mortgage Trust
shall consist of the Mortgage Trust Fund. The Mortgage Trust shall be
irrevocable.
The assets of the Mortgage Trust shall remain in the custody of the
Trustee, on behalf of the Mortgage Trust, and shall be kept in the Mortgage
Trust. Moneys to the credit of the Mortgage Trust shall be held by the Trustee
and invested as provided herein. All assets received and held in the Mortgage
Trust will not be subject to any right, charge, security interest, lien or claim
of any kind in favor of U.S. Bank National Association in its own right, or any
Person claiming through it. The Trustee, on behalf of the Mortgage Trust, shall
not have the power or authority to transfer, assign, hypothecate, pledge or
otherwise dispose of any of the assets of the Mortgage Trust to any Person,
except as permitted herein. No creditor of a beneficiary of the Mortgage Trust,
of the Trustee, or of the Company shall have any right to obtain possession of,
or otherwise exercise legal or equitable remedies with respect to, the property
of the Mortgage Trust, except in accordance with the terms of this Agreement.
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 Mortgage Trust
created hereby and accepts delivery of the Mortgage Trust Fund on behalf of the
Mortgage Trust 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
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property described in (x) and (y) below: (x) the Mortgage Loans
including the Mortgage Notes, related Mortgages, Cooperative Stock
Certificates, Cooperative Leases, and title, hazard and primary
mortgage insurance policies identified on the Mortgage Loan Schedule
as defined herein, including all Substitute Mortgage Loans, and all
distributions with respect thereto payable on and after the Cut-Off
Date; and (y) the Certificate Account, the Investment Account, the
Custodial Account for P&I and the Custodial Account for Reserves,
including all property therein and all income from the investment of
funds therein (including any accrued discount realized on liquidation
of any investment purchased at a discount);
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit,
uncertificated securities, and other rights arising from or by virtue
of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other persons with
respect to, all or any part of the collateral described in (I) above
(including any accrued discount realized on liquidation of any
investment purchased at a discount); and
(III) All cash and non-cash proceeds of the collateral described
in (I) and (II) above;
(c) the possession by the Trustee of the Mortgage Notes, the
Mortgages, the Security Agreements, Assignments of Proprietary Lease,
Cooperative Stock Certificates, Cooperative Leases and such other goods,
letters of credit, advices of credit, instruments, money, documents,
chattel paper or certificated securities shall be deemed to be "possession
by the secured party," or possession by a purchaser or a person designated
by him or her, for purposes of perfecting the security interest pursuant to
the Uniform Commercial Code (including, without limitation, Sections 9-305,
8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and the Trustee at the direction of the Company shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Mortgage Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. In connection herewith, the
Trustee shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.
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,
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of the definition of "Mortgage File." In connection with its servicing of
Cooperative Loans, the Master Servicer will use its best efforts to file timely
continuation statements, if necessary, with regard to each financing statement
and assignment relating to Cooperative Loans.
In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) cannot be delivered by the
Company to the Trustee prior to or concurrently with the execution and delivery
hereof (due to a delay on the part of the recording office), the Company may, in
lieu of delivering such original documents, deliver to the Trustee a fully
legible reproduction of the original Mortgage or intervening assignment provided
that the related Lender or originator certifies on the face of such
reproduction(s) or copy as follows: "Certified true and correct copy of original
which has been transmitted for recordation." For purposes hereof, transmitted
for recordation means having been mailed or otherwise delivered for recordation
to the appropriate authority. In all such instances, the Company shall transmit
the original recorded Mortgage and any intervening assignments with evidence of
recording thereon (or a copy of such original Mortgage or intervening assignment
certified by the applicable recording office)(collectively, "Recording
Documents") to the Trustee within 270 days after the execution and delivery
hereof. In instances where, due to a delay on the part of the recording office
where any such Recording Documents have been delivered for recordation, the
Recording Documents cannot be delivered to the Trustee within 270 days after
execution and delivery hereof, the Company shall deliver to the Trustee within
such time period a certificate (a "Company Officer's Certificate") signed by the
Chairman of the Board, President, any Vice President or Treasurer of the Company
stating the date by which the Company expects to receive such Recording
Documents from the applicable recording office. In the event that Recording
Documents have still not been received by the Company and delivered to the
Trustee by the date specified in its previous Company Officer's Certificate
delivered to the Trustee, the Company shall deliver to the Trustee by such date
an additional Company Officer's Certificate stating a revised date by which the
Company expects to receive the applicable Recording Documents. This procedure
shall be repeated until the Recording Documents have been received by the
Company and delivered to the Trustee.
In instances where, due to a delay on the part of the title insurer, a copy
of the title insurance policy for a particular Mortgage Loan cannot be delivered
to the Trustee prior to or concurrently with the execution and delivery hereof,
the Company shall provide a copy of such title insurance policy to the Trustee
within 90 days after the Company's receipt of the Recording Documents necessary
to issue such title insurance policy. In addition, the Company shall, subject to
the limitations set forth in the preceding sentence, provide to the Trustee upon
request therefor a duplicate title insurance policy for any Mortgage Loan.
For Mortgage Loans for which the Company has received a Payoff after the
Cut-Off Date and prior to the date of execution and delivery hereof, the
Company, in lieu of delivering the above documents, herewith delivers to the
Trustee a certification of a Servicing Officer of the nature set forth in
Section 3.10.
The Trustee is authorized, with the Master Servicer's consent, to appoint
any bank or trust company approved by and unaffiliated with each of the Company
and the Master Servicer as Custodian of the documents or instruments referred to
above in this Section 2.01, and to enter into a Custodial Agreement for such
purpose, provided, however, that the Trustee shall be and remain liable for the
acts of any such Custodian only to the extent that it is responsible for its own
acts hereunder.
The Company and the Trustee agree that the Company, as agent for the Tax
Matters Person, shall, on behalf of the 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.
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The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Mortgage Trust Fund within the meaning of Section 860G(a)(9)
of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Mortgage Trust Fund are hereby
designated as "regular interests" for purposes of Section 860G(a)(1) of the
Code. The Class R-1 Certificates are being issued in a single Class, which is
hereby designated as the sole class of "residual interest" in the Mortgage Trust
Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Mortgage Trust Fund formed
hereunder shall constitute, and that the affairs of the Mortgage Trust Fund
shall be conducted so as to qualify the Mortgage Trust Fund as a REMIC. In
furtherance of such intention, the Company covenants and agrees that it shall
act as agent for the Tax Matters Person (and the Company is hereby appointed to
act as agent for such Tax Matters Person) on behalf of the Mortgage Trust Fund
and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, a federal tax return using a calendar year as the taxable
year and using an accrual method of accounting 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 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 third 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
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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 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 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 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.
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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 or
leasehold estate in the related Mortgaged Property subject only to (a)
liens for current real property taxes and special assessments; (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording such Mortgage, such
exceptions appearing of record being acceptable to mortgage lending
institutions generally or specifically reflected in the appraisal obtained
in connection with the origination of the Mortgage Loan; (c) exceptions set
forth in the title insurance policy relating to such Mortgage, such
exceptions being acceptable to mortgage lending institutions generally; and
(d) other matters to which like properties are commonly subject which do
not materially interfere with the benefits of the security intended to be
provided by the Mortgage;
(iii) As of the Closing Date, the Company had good title to,
and was the sole owner of, each Mortgage Loan free and clear of any
encumbrance or lien, and immediately upon the transfer and assignment
herein contemplated, the Trustee shall have good title to, and will be the
sole legal owner of, each Mortgage Loan, free and clear of any encumbrance
or lien (other than any lien under this Agreement);
(iv) As of the day prior to the Cut-Off Date, all payments due
on each Mortgage Loan had been made and no Mortgage Loan had been
delinquent (I.E., was more than 30 days past due) more than once in the
preceding 12 months and any such delinquency lasted for no more than 30
days;
(v) As of the Closing Date, there is no late assessment for
delinquent taxes outstanding against any Mortgaged Property;
(vi) As of the Closing Date, there is no offset, defense or
counterclaim to any Mortgage Note, including the obligation of the
Mortgagor to pay the unpaid principal or interest on such Mortgage Note
except to the extent that the Buydown Agreement for a Buydown Loan forgives
certain indebtedness of a Mortgagor;
(vii) As of the Closing Date, each Mortgaged Property is free
of damage and in good repair, ordinary wear and tear excepted;
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(viii) Each Mortgage Loan at the time it was made complied with
all applicable state and federal laws, including, without limitation,
usury, equal credit opportunity, disclosure and recording laws;
(ix) Each Mortgage Loan was originated by a savings
association, savings bank, credit union, insurance company, or similar
institution which is supervised and examined by a federal or state
authority or by a mortgagee approved by the FHA and will be serviced by an
institution which meets the servicer eligibility requirements established
by the Company;
(x) As of the Closing Date, each Mortgage Loan (except the
Cooperative Loans) is covered by an ALTA form or CLTA form of mortgagee
title insurance policy or other form of policy of insurance which, as of
the origination date of such Mortgage Loan, was acceptable to FNMA or
FHLMC, and has been issued by, and is the valid and binding obligation of,
a title insurer which, as of the origination date of such Mortgage Loan,
was acceptable to FNMA or FHLMC and qualified to do business in the state
in which the related Mortgaged Property is located. Such policy insures the
originator of the Mortgage Loan, its successors and assigns as to the first
priority lien of the Mortgage in the original principal amount of the
Mortgage Loan subject to the exceptions set forth in such policy. Such
policy is in full force and effect and will be in full force and effect and
inure to the benefit of the 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;
(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;
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(xvii) As of the date of origination, as to Mortgaged
Properties which are units in condominiums or planned unit developments,
all of such units met FNMA or FHLMC requirements, are located in a
condominium or planned unit development projects which have received FNMA
or FHLMC approval, or are approvable by FNMA or FHLMC;
(xviii) Approximately 0.4% (by Principal Balance) of the
Mortgage Loans are Buydown Loans;
(xix) As of the Cut-Off Date, based solely on representations
of the Mortgagors obtained at the origination of the related Mortgage
Loans, approximately 94.1% (by Principal Balance) of the Mortgage Loans
will be secured by owner occupied Mortgaged Properties which are the
primary residences of the related Mortgagors, approximately 0.8% (by
Principal Balance) of the Mortgage Loans will be secured by owner occupied
Mortgaged Properties which were second or vacation homes of the Mortgagors
and approximately 5.1% (by Principal Balance) of the Mortgage Loans will be
secured by Mortgaged Properties which were investor properties of the
related Mortgagors; and as of the Cut-Off Date, none of the Mortgage Loans
will be secured by interests in Cooperative Apartments;
(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) 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;
(xxiii) 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;
(xxiv) 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);
(xxv) 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;
(xxvi) 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;
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(xxvii) As of the date of origination, based upon an appraisal
of the Mortgaged Property securing each Mortgage Loan, approximately 88.6%
(by Principal Balance) of the Mortgage Loans had a Loan-to-Value Ratio less
than or equal to 80%, approximately 11.4% (by Principal Balance) of the
Mortgage Loans had a Loan-to-Value Ratio greater than 80% but less than or
equal to 95% and no Mortgage Loan had a Loan-to-Value Ratio at origination
greater than 95%;
(xviii) Approximately 31.9% (by Principal Balance) of the
Mortgage Loans were originated for the purpose of refinancing existing
mortgage debt, including cash-out refinancings and approximately 68.1% (by
Principal Balance) of the Mortgage Loans were originated for the purpose of
purchasing the Mortgaged Property;
(xix) Not less than approximately 72.5% (by Principal
Balance) of the Mortgage Loans were originated under full documentation
programs;
(xxix) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian, as the case may be, and shall continue
throughout the term of this Agreement. Upon discovery by any of the Company, the
Master Servicer, the Trustee or the Custodian of a breach of any of the
foregoing representations and warranties which materially and adversely affects
the value of the related Mortgage Loans or the interests of the
Certificateholders in the related Mortgage Loans, the Company, the Master
Servicer, the Trustee or the Custodian, as the case may be, discovering such
breach shall give prompt written notice to the others. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall repurchase,
subject to the limitations set forth in the definition of "Purchase Price," or
substitute for the affected Mortgage Loan or Mortgage Loans or any property
acquired in respect thereof from the Trustee, unless it has cured such breach in
all material respects. After the end of the three-month period beginning on the
"start-up day," any such substitution shall be made only if the Company provides
to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee that
each Substitute Mortgage Loan will be a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code. Such substitution shall be made
in the manner and within the time limits set forth in Section 2.02. Any such
repurchase by the Company shall be accomplished in the manner and at the
Purchase Price, if applicable, but shall not be subject to the time limits, set
forth in Section 2.02. It is understood and agreed that the obligation of the
Company to provide such substitution or to make such repurchase of any affected
Mortgage Loan or Mortgage Loans or any property acquired in respect thereof as
to which a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Mortgage Trust Certificateholders
and Class R-1 Certificateholders or the Trustee on behalf of the Mortgage Trust
Certificateholders and Class R-1 Certificateholders.
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES. The Trustee acknowledges the transfer and assignment to
it of the property constituting the Mortgage Trust Fund, but without having made
the review required to be made within 45 days pursuant to Section 2.02, and, as
of the Closing Date, shall cause to be authenticated and delivered to or upon
the order of the Company, in exchange for the property constituting the Mortgage
Trust Fund, the Mortgage Trust Certificates and the Class R-1 Certificates in
Authorized Denominations evidencing the entire beneficial ownership interest in
the Mortgage Trust Fund and relating to the Mortgage Loans.
Section 2.05. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC ELECTION
AND DESIGNATIONS. A trust (the "Certificate Trust") of which the Trustee is the
trustee is hereby created under the laws of the State of New York for the
benefit of the Holders of the Certificate Trust Certificates and the Class R
Certificates.
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The purpose of the Certificate Trust is to hold the Certificate Trust Fund and
provide for the issuance, execution and delivery of the Certificate Trust
Certificates and the Class R Certificates. The assets of the Certificate Trust
shall consist of the Certificate Trust Fund. The Certificate Trust shall be
irrevocable.
The assets of the Certificate Trust shall remain in the custody of the
Trustee, on behalf of the Certificate Trust, and shall be kept in the
Certificate Trust. Moneys to the credit of the Certificate Trust shall be held
by the Trustee and invested as provided herein. All assets received and held in
the Certificate Trust will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of U.S. Bank National Association
in its own right, or any Person claiming through it. The Trustee, on behalf of
the Certificate Trust, shall not have the power or authority to transfer,
assign, hypothecate, pledge or otherwise dispose of any of the assets of the
Certificate Trust to any Person, except as permitted herein. No creditor of a
beneficiary of the Certificate Trust, of the Trustee, or of the Company shall
have any right to obtain possession of, or otherwise exercise legal or equitable
remedies with respect to, the property of the Certificate Trust, except in
accordance with the terms of this Agreement.
Concurrently with the execution and delivery hereof, the Company does
hereby agree to irrevocably sell, transfer, assign, set over, and otherwise
convey to the Trustee in trust for the benefit of the Certificate Trust
Certificateholders and the Class R Certificateholders, without recourse, all the
Company's right, title and interest in and to the Certificate Trust Fund,
including all interest and principal received by the Company on or with respect
to the Mortgage Trust Certificates after the Cut-Off Date. The Trustee hereby
accepts the Certificate Trust created hereby and accepts delivery of the
Certificate Trust Fund on behalf of the Certificate Trust and acknowledges that
it holds the Mortgage Trust Certificates for the benefit of the holders of the
Certificate Trust Certificates and the Class R Certificates issued pursuant to
this Agreement. It is the express intent of the parties hereto that the
conveyance of the Certificate Trust Fund to the Trustee by the Company as
provided in this Section 2.05 be, and be construed as, an absolute sale of the
Certificate Trust Fund. It is, further, not the intention of the parties that
such conveyance be deemed a pledge of the Certificate Trust Fund by the Company
to the Trustee to secure a debt or other obligation of the Company. However, in
the event that, notwithstanding the intent of the parties, the Certificate Trust
Fund is held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the Certificate
Trust Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the conveyance provided for in this Section 2.05 shall be deemed to be
a grant by the Company to the Trustee of a security interest in all of the
Company's right, title, and interest, whether now owned or hereafter acquired,
in and to:
(I) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and uncertificated
securities consisting of, arising from or relating to any of the property
described below: The Mortgage Trust Certificates, including without
limitation all rights represented thereby in and to (i) the Mortgage Loans
including the Mortgage Notes, the related Mortgages, Cooperative Stock
Certificates, Cooperative Leases, and title, hazard and primary mortgage
insurance policies identified on the Mortgage Loan Schedule as defined in
this Agreement, including all Substitute Mortgage Loans, and all
distributions with respect thereto payable on and after the Cut-Off Date,
(ii) the Certificate Account, the Investment Account, the Custodial Account
for P&I and the Custodial Account for Reserves, including all income from
the investment of funds therein (including any accrued discount realized on
liquidation of any investment purchased at a discount), (iii) all property
or rights arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims
against other persons with respect to, all or any part of the collateral
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described in (i)-(ii) above (including any accrued discount realized on
liquidation of any investment purchased at a discount), and (iv) all cash
and non-cash proceeds of the collateral described in (i)-(iii) above;
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, uncertificated
securities and other rights arising from or by virtue of the disposition
of, or collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or any
part of the collateral described in (I) above (including any accrued
discount realized on liquidation of any investment purchased at a
discount); and
(III) All cash and non-cash proceeds of the collateral described in
(I) and (II) above;
(c) the possession by the Trustee of the Mortgage Trust Certificates, and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
"possession by the secured party", or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-305, 8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.
The Company and the Trustee shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Certificate Trust
Fund, such security interest would be deemed to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. In connection herewith, the Trustee shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
In connection with the transfer and assignment described in the first
paragraph of this Section 2.05, the Company shall, concurrently with the
execution and delivery hereof, deliver to, and deposit with, the Trustee the
Mortgage Trust Certificates, which shall on original issuance thereof and at all
times be registered in the name of the Trustee.
The Trustee is authorized, with the Master Servicer's consent, to appoint
any bank or trust company approved by and unaffiliated with each of the Company
and the Master Servicer as Custodian of the documents or instruments referred to
above in this Section 2.05, and to enter into a Custodial Agreement for such
purpose; provided, however, that the Trustee shall be and remain liable for
actions of any such Custodian only to the extent it would otherwise be
responsible for such acts hereunder.
The Company and the Trustee agree that the Company, on behalf of the
Certificate Trust Fund, shall elect to treat the Certificate Trust Fund as a
REMIC within the meaning of Section 860D of the Code and, if necessary, under
applicable state laws. Such election shall be included in the Form 1066 and any
appropriate state return to be filed on behalf of the REMIC constituted by the
Certificate Trust Fund for its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Certificate Trust Fund within the meaning of Section
860G(a)(9) of the Code.
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The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Certificate Trust Fund are hereby
designated as "regular interests" for purposes of Section 860G(a)(1) of the
Code. The Class R Certificates are being issued in a single Class, which is
hereby designated as the sole class of "residual interest" in the Certificate
Trust Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Certificate Trust Fund formed
hereunder shall constitute, and that the affairs of the Certificate Trust Fund
shall be conducted so as to qualify it as, a REMIC. In furtherance of such
intention, the Company covenants and agrees that it shall act as agent for the
Tax Matters Person (and the Company is hereby appointed to act as Tax Matters
Person) on behalf of the Certificate Trust Fund and that in such capacity it
shall: (a) prepare and file, or cause to be prepared and filed, a federal tax
return using a calendar year as the taxable year for the Certificate Trust Fund
when and as required by the REMIC provisions and other applicable federal income
tax laws; (b) make an election, on behalf of the Certificate Trust Fund, to be
treated as a REMIC on the federal tax return of the Certificate Trust Fund for
its first taxable year, in accordance with the REMIC provisions; (c) prepare and
forward, or cause to be prepared and forwarded, to the Certificate Trust
Certificateholders and the Class R Certificateholders all information reports as
and when required to be provided to them in accordance with the REMIC
provisions; (d) conduct the affairs of the Certificate Trust Fund at all times
that any Certificate Trust Certificates are outstanding so as to maintain the
status of the Certificate Trust Fund as a REMIC under the REMIC provisions;
(e) not knowingly or intentionally take any action or omit to take any action
that would cause the termination of the REMIC status of the Certificate Trust
Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes
imposed on the Certificate Trust Fund when and as the same shall be due and
payable (but such obligation shall not prevent the Company or any other
appropriate person from contesting any such tax in appropriate proceedings and
shall not prevent the Company from withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings); provided, that the Company
shall be entitled to be indemnified from the Certificate Trust Fund for any such
prohibited transaction penalty taxes if the Company's failure to exercise
reasonable care was not the primary cause of the imposition of such prohibited
transaction penalty taxes.
In the event that any tax is imposed on "prohibited transactions" of the
Certificate Trust Fund as defined in Section 860F of the Code and not paid by
the Company pursuant to clause (f) of the preceding paragraph, such tax shall be
charged against amounts otherwise distributable to the Holders of the Class R
Certificates. Notwithstanding anything to the contrary contained herein, the
Company is hereby authorized to retain from amounts otherwise distributable to
the Holders of the Class R Certificates on any Distribution Date sufficient
funds to reimburse the Company for the payment of such tax (to the extent that
the Company has not been previously reimbursed therefor).
Section 2.06. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt of
the Mortgage Trust Certificates referred to in Section 2.05 above and declares
that as of the Closing Date it holds and shall hold such documents, and the
Certificate Trust Fund, as Trustee in trust, upon the trusts herein set forth,
for the use and benefit of all present and future Certificate Trust
Certificateholders and the Class R Certificateholders.
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE TRUST CERTIFICATES. The Company hereby represents and warrants to the
Trustee that:
(i) immediately prior to the transfer and assignment of the
Mortgage Trust Certificates to the Trustee herein contemplated, the Company
had good title to, and was the sole owner and holder of, each Mortgage
Trust Certificate, free and clear of all liens, pledges, charges or
security interests of any nature, and there had been no other sale or
assignment thereof; the Company had full right and authority, subject to no
interest or participation of, or agreement with, any other party, to sell
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and assign the same; and immediately upon such transfer and assignment, the
Trustee will have good title thereto and will be the sole legal owner
thereof;
(ii) as of the date of the transfer of the Mortgage Trust
Certificates to the Trustee there is no valid offset, defense or
counterclaim to any Mortgage Trust Certificates;
(iii) each Mortgage Trust Certificate complies in all material
respects with applicable state or federal laws, regulations and other
requirements pertaining to usury; and
(iv) as of the date of the initial issuance of the Mortgage
Trust Certificates, all taxes and government assessments due and owing in
connection with such issuance have been paid.
It is understood and agreed that the representations and warranties set
forth in this Section 2.07 shall survive delivery of the Mortgage Trust
Certificates to the Trustee, or to a Custodian, as the case may be. Upon
discovery by the Company, the Trustee or any Custodian of a breach of any of the
foregoing representations and warranties (referred to herein as a "breach"),
which breach materially and adversely affects the interests of the Certificate
Trust Certificateholders in the related Mortgage Trust Certificate, the party
discovering such breach shall give prompt written notice to the others and to
the Rating Agency.
Section 2.08. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND THE
CLASS R CERTIFICATES. The Trustee acknowledges the transfer and assignment to it
of the property constituting the Certificate Trust Fund and, as of the Closing
Date, shall cause to be authenticated and delivered to or upon the order of the
Company, in exchange for the property constituting the Certificate Trust Fund,
Certificate Trust Certificates and the Class R Certificates in Authorized
Denominations evidencing the entire ownership of the Certificate Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. The Company shall act
as Master Servicer to service and administer the Mortgage Loans on behalf of the
Trustee and for the benefit of the Certificateholders in accordance with the
terms hereof and 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 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
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is located. The Master Servicer shall enforce "due-on-sale" clauses with respect
to the Mortgage Loans, to the extent permitted by law, subject to the provisions
set forth in Section 3.08.
Consistent with the foregoing, the Master Servicer may in its discretion
(i) waive or cause to be waived any assumption fee or late payment charge in
connection with the prepayment of any Mortgage Loan and (ii) only upon
determining that the coverage of any applicable insurance policy or guaranty
related to a Mortgage Loan will not be materially adversely affected, arrange a
schedule, running for no more than 180 days after the first delinquent Due Date,
for payment of any delinquent installment on any Mortgage Note or for the
liquidation of delinquent items. The Master Servicer shall have the right, but
not the obligation, to repurchase any delinquent Mortgage Loan 90 days after the
first delinquent Due Date for an amount equal to its Purchase Price; PROVIDED,
HOWEVER, that the aggregate Purchase Price of Mortgage Loans so repurchased
shall not exceed one-half of one percent (0.50%) of the aggregate Principal
Balance of all Mortgage Loans as of the Cut-Off Date.
The Master Servicer is hereby authorized and empowered by the Trustee to
execute and deliver or cause to be executed and delivered on behalf of the
Mortgage Trust Certificateholders, the Class R-1 Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or cancellation,
or of partial or full release, discharge or modification, assignments of
Mortgages and endorsements of Mortgage Notes in connection with refinancings (in
jurisdictions where such assignments are the customary and usual standard of
practice of mortgage lenders) and all other comparable instruments, with respect
to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee
shall furnish the Master Servicer, at the Master Servicer's direction, with any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to carry out its supervisory, servicing and administrative
duties under this Agreement.
The Master Servicer and each Servicer shall obtain (to the extent generally
commercially available from time to time) and maintain fidelity bond and errors
and omissions coverage acceptable to FNMA or FHLMC with respect to their
obligations under this Agreement and the applicable Selling and Servicing
Contract, respectively. The Master Servicer or each Servicer, as applicable,
shall establish escrow accounts for, or pay when due (by means of an advance),
any tax liens in connection with the Mortgaged Properties that are not paid by
the Mortgagors when due to the extent that any such payment would not constitute
a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code (including any proposed, temporary or final
regulations promulgated thereunder) (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment or in a default situation) and cause either REMIC to fail to qualify
as such under the Code. The Master Servicer shall be entitled to approve a
request from a Mortgagor for a partial release of the related Mortgaged
Property, the granting of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged Property or other similar
matters if it has determined, exercising its good faith business judgment in the
same manner as it would if it were the owner of the related Mortgage Loan, that
the security for, and the timely and full collectability of, such Mortgage Loan
would not be adversely affected thereby and that the Trust Fund would not fail
to continue to qualify as a REMIC under the Code as a result thereof and that no
tax on "prohibited transactions" or "contributions" after the startup day would
be imposed on either REMIC as a result thereof.
Section 3.02. CUSTODIAL ACCOUNTS. The Master Servicer shall cause to be
established and maintained Custodial Accounts for P&I, Buydown Fund Accounts (if
any) and special Custodial Account 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
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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 Account for P&I and the Custodial Account for Reserves
for the purposes required or permitted by this Agreement. The Custodial Account
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 the
Mortgage Trust Certificateholders and Class R-1 Certificateholders of all
amounts relating to Mortgage Loans that have been collected by any Servicer and
are due to the Mortgage Trust Certificateholders and Class R-1
Certificateholders pursuant to Section 4.01 of this Agreement.
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS.
(a) Not later than the Withdrawal Date, the Master Servicer shall
withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I,
for deposit in the Certificate Account or Investment Account at the Master
Servicer's option, in an amount representing:
(i) Scheduled installments of principal and interest on the
Mortgage Loans received or advanced by the applicable Servicer which were
due on the Due Date prior to such Withdrawal Date, net of Servicing Fees
due the applicable Servicer and less any amounts to be withdrawn later by
the applicable Servicer from the applicable Buydown Fund Accounts;
(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.
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At its option, the Master Servicer may invest funds withdrawn from the
Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and
Liquidation Proceeds previously received by the Master Servicer (including
amounts paid by the Company in respect of any Purchase Obligation or its
substitution obligations set forth in Section 2.02 or Section 2.03 or in
connection with the exercise of the option to terminate this Agreement pursuant
to Section 9.01) for its own account and at its own risk, during any period
prior to their deposit in the Certificate Account. Such funds, as well as any
funds which were withdrawn from the Custodial Accounts for P&I on or before the
Withdrawal Date, but not yet deposited into the Certificate Account, shall
immediately be deposited by the Master Servicer with the Investment Depository
in an Investment Account in the name of the Master Servicer and the Trustee for
investment only as set forth in this Section 3.03. The Master Servicer shall
bear any and all losses incurred on any investments made with such funds and
shall be entitled to retain all gains realized on such investments as additional
servicing compensation. Not later than the Business Day prior to the
Distribution Date, the Master Servicer shall deposit such funds, net of any
gains (except Payoff Earnings) earned thereon, in the Certificate Account.
(b) Funds held in the Investment Account shall be invested in
(i) one or more Eligible Investments which shall in no event mature later
than the Business Day prior to the related Distribution Date (except if such
Eligible Investments are obligations of the Trustee, such Eligible
Investments may mature on the Distribution Date), or (ii) such other
instruments as shall be required to maintain the Ratings.
Section 3.04. THE CERTIFICATE ACCOUNT.
(a) Not later than the Business Day prior to the related
Distribution Date, the Master Servicer shall direct the Investment Depository
to deposit the amounts previously deposited into the Investment Account
(which may include a deposit of Eligible Investments) to which the Mortgage
Trust Certificateholders and 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.
(b) Funds held in the Certificate Account shall be invested at
the direction of the Master Servicer in (i) one or more Eligible Investments
which shall in no event mature later than the Business Day prior to the
related Distribution Date (except if such Eligible Investments are
obligations of the Trustee, such Eligible Investments may mature on the
Distribution Date), or (ii) such other instruments as shall be required to
maintain the Ratings.
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE BUYDOWN FUND ACCOUNTS.
(a) The Master Servicer is authorized to make withdrawals, from
time to time, from the Certificate Account or the Custodial Account for P&I,
as applicable, of amounts deposited therein in respect of the Certificates,
as follows:
(i) To reimburse itself or the applicable Servicer for
Monthly P&I Advances made pursuant to Section 4.03 or a Selling and
Servicing Contract, the Master Servicer's right to reimburse itself or
such Servicer pursuant to this paragraph (i) being limited to amounts
received on
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particular Mortgage Loans (including, for this purpose,
Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of principal and/or interest respecting which any such Monthly
P&I Advance was made;
(ii) To reimburse itself or the applicable Servicer for
amounts expended by or for the account of the Master Servicer pursuant
to Section 3.09 or amounts expended by such Servicer pursuant to the
Selling and Servicing Contracts in connection with the restoration of
property damaged by an Uninsured Cause or in connection with the
liquidation of a Mortgage Loan;
(iii) To pay to itself the Master Servicing Fee (net of
Compensating Interest reduced by Payoff Earnings and Payoff Interest) as
to which no prior withdrawals from funds deposited by the Master Servicer
have been made;
(iv) To reimburse itself or the applicable Servicer for
advances which the Master Servicer has determined to be Nonrecoverable
Advances;
(v) To pay to itself reinvestment earnings deposited or
earned in the Certificate Account (net of reinvestment losses) to which
it is entitled and to reimburse itself for expenses incurred by and
reimbursable to it pursuant to Section 6.03;
(vi) To deposit amounts in the Investment Account
representing amounts in the Certificate Account not required to be on
deposit therein at the time of such withdrawal; and
after making or providing for the above withdrawals
(vii) To clear and terminate the Certificate Account pursuant
to Section 9.01.
Since, in connection with withdrawals pursuant to paragraphs (i) and
(ii), the Master Servicer's entitlement thereto is limited to collections or
other recoveries on the related Mortgage Loan, the Master Servicer or the
applicable Servicer shall keep and maintain separate accounting for each
Mortgage Loan, for the purpose of justifying any such withdrawals.
(b) The Master Servicer (or the applicable Servicer, if such
Servicer holds and maintains a Buydown Fund Account) is authorized to make
withdrawals, from time to time, from the Buydown Fund Account or Custodial
Account for P&I of the following amounts of Buydown Funds:
(i) to deposit each month in the Investment Account the
amount necessary to supplement payments received on Buydown Loans;
(ii) in the event of a Payoff of any Mortgage Loan having a
related Buydown Fund, to apply amounts remaining in Buydown Fund Accounts
to reduce the required amount of such principal Payoff (or, if the
Mortgagor has made a Payoff, to refund such remaining Buydown Fund
amounts to the Person entitled thereto);
(iii) in the event of foreclosure or liquidation of any
Mortgage Loan having a Buydown Fund, to deposit remaining Buydown Fund
amounts in the Investment Account as Liquidation Proceeds; and
(iv) to clear and terminate the portion of any account
representing Buydown Funds pursuant to Section 9.01.
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(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
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
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insurance policy. In the event the Master Servicer is prohibited from exercising
such right, the Master Servicer is authorized to take or enter into an
assumption and modification agreement from or with the Person to whom a
Mortgaged Property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law or unless the Mortgage Note contains a provision allowing a
qualified borrower to assume the Mortgage Note, the Mortgagor remains liable
thereon; provided that the Mortgage Loan shall continue to be covered (if so
covered before the Master Servicer enters such agreement) by any related Primary
Insurance Policy. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the Mortgage Note. The Master Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original copy of such substitution or
assumption agreement and other documents and instruments constituting a part
thereof. In connection with any such assumption or substitution agreement, the
terms of the related Mortgage Note shall not be changed. Any fee collected by
the applicable Servicer for entering into an assumption or substitution of
liability agreement shall be retained by such Servicer as additional servicing
compensation.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or any assumption which the Master Servicer
may be restricted by law from preventing, for any reason whatsoever.
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master
Servicer shall foreclose upon or otherwise comparably convert, or cause to be
foreclosed upon or comparably converted, the ownership of any Mortgaged
Property securing a Mortgage Loan which comes into and continues in default and
as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.01. In lieu of such foreclosure or
other conversion, and taking into consideration the desirability of maximizing
net Liquidation Proceeds after taking into account the effect of Insurance
Proceeds upon Liquidation Proceeds, the Master Servicer may, to the extent
consistent with prudent mortgage loan servicing practices, accept a payment of
less than the outstanding Principal Balance of a delinquent Mortgage Loan in
full satisfaction of the indebtedness evidenced by the related Mortgage Note
and release the lien of the related Mortgage upon receipt of such payment. The
Master Servicer shall not foreclose upon or otherwise comparably convert a
Mortgaged Property if there is evidence of toxic waste, other hazardous
substances or other evidence of environmental contamination thereon and the
Master Servicer determines that it would be imprudent to do so. In connection
with such foreclosure or other conversion, the Master Servicer shall cause to
be followed such practices and procedures as it shall deem necessary or
advisable and as shall be normal and usual in general mortgage servicing
activities. The foregoing is subject to the provision that, in the case of
damage to a Mortgaged Property from an Uninsured Cause, the Master Servicer
shall not be required to advance its own funds towards the restoration of the
property unless it shall be determined in the sole judgment of the Master
Servicer, (i) that such restoration will increase the proceeds of liquidation
of the 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 Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, subject to each Rating
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Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be
qualified, downgraded or withdrawn and the Certificates would not be placed on
credit review status (except for possible upgrading) as a result of such
agreement. Any such agreement may contain provisions whereby such holder may
instruct the Master Servicer to instruct a Servicer to the extent provided in
the applicable Selling and Servicing Contract to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
The Mortgage Trust Fund shall not acquire any real property (or personal
property incident to such real property) except in connection with a default or
imminent default of a Mortgage Loan. In the event that the Mortgage Trust Fund
acquires any real property (or personal property incident to such real
property) in connection with a default or imminent default of a Mortgage Loan,
such property shall be disposed of by the Master Servicer within two years
after its acquisition by the Master Servicer for the Mortgage Trust Fund,
unless the Master Servicer provides to the Trustee an Opinion of Counsel to the
effect that the holding by the Mortgage Trust Fund of such Mortgaged Property
subsequent to two years after its acquisition will not result in the imposition
of taxes on "prohibited transactions" of the Mortgage Trust Fund as defined in
Section 860F of the Code or cause the Mortgage Trust Fund to fail to qualify as
a REMIC at any time that any Certificates are outstanding. The Master Servicer
shall manage, conserve, protect and operate each such property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) or result in the receipt by
the REMIC of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property"
which is subject to taxation under the REMIC Provisions. Pursuant to its
efforts to sell such property, the Master Servicer shall either itself or
through an agent selected by the Master Servicer protect and conserve such
property in the same manner and to such extent as is customary in the locality
where such property is located and may, incident to its conservation and
protection of the interests of the Certificateholders, rent the same, or any
part thereof, as the Master Servicer deems to be in the best interest of the
Master Servicer and the Certificateholders for the period prior to the sale of
such property. Additionally, the Master Servicer shall perform the tax
withholding and shall file information returns with respect to the receipt of
mortgage interests received in a trade or business, the reports of foreclosures
and abandonments of any Mortgaged Property and the information returns relating
to cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and
deliver to the Trustee an Officers' Certificate on or before March 31 of each
year stating that such reports have been filed. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.
Notwithstanding any other provision of this Agreement, the Master
Servicer shall comply with all federal withholding requirements with respect to
payments to Certificateholders of interest or original issue discount that the
Master Servicer reasonably believes are applicable under the Code. The consent
of Certificateholders shall not be required for any such withholding. Without
limiting the foregoing, the Master Servicer agrees that it will not withhold
with respect to payments of interest or original issue discount in the case of
a Certificateholder that has furnished or caused to be furnished an effective
Form W-8 or an acceptable substitute form or a successor form and who is not a
"10 percent shareholder" within the meaning of Code Section 871(h)(3)(B) or a
"controlled foreign corporation" described in Code Section 881(c)(3)(C) with
respect to either REMIC, the Mortgage Trust Fund, the Certificate Trust Fund or
the depositor. In the event the Trustee withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholder.
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Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon
the Payoff or scheduled maturity of any Mortgage Loan, the Master Servicer
shall cause such final payment to be immediately deposited in the related
Custodial Account for P&I or the Investment Account. Upon notice thereof, the
Master Servicer shall promptly notify the Trustee by a certification (which
certification shall include a statement to the effect that all amounts received
in connection with such payment which are required to be deposited in either
such account have been so deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall, not later than the fifth succeeding Business Day,
release the related Mortgage File to the Master Servicer or the applicable
Servicer indicated in such request. With any such Payoff or other final
payment, the Master Servicer is authorized to prepare for and procure from the
trustee or mortgagee under the Mortgage which secured the Mortgage Note a deed
of full reconveyance or other form of satisfaction or assignment of Mortgage
and endorsement of Mortgage Note in connection with a refinancing covering the
Mortgaged Property, which satisfaction, endorsed Mortgage Note or assigning
document shall be delivered by the Master Servicer to the person or persons
entitled thereto. No expenses incurred in connection with such satisfaction or
assignment shall be payable to the Master Servicer by the Trustee or from the
Certificate Account, the Investment Account or the related Custodial Account
for P&I. From time to time as appropriate for the servicing or foreclosure of
any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy, the Trustee shall, upon request of the Master Servicer and
delivery to it of a trust receipt signed by a Servicing Officer, release not
later than the fifth Business Day following the date of receipt of such request
the related Mortgage File to the Master Servicer or the related Servicer as
indicated by the Master Servicer and shall execute such documents as shall be
necessary to the prosecution of any such proceedings. Such trust receipt shall
obligate the Master Servicer to return the Mortgage File to the Trustee when
the need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan shall be liquidated, in which case, upon receipt of a certificate of a
Servicing Officer similar to that herein above specified, the trust receipt
shall be released by the Trustee to the Master Servicer.
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE
SERVICERS. As compensation for its activities hereunder, the Master Servicer
shall be entitled to withdraw from the Certificate Account the amounts provided
for by Section 3.05(a)(iii). The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder, including
the Trustee's fees and shall not be entitled to reimbursement therefor, except
as specifically provided herein.
As compensation for its activities under the applicable Selling and
Servicing Contract, the applicable Servicer shall be entitled to withhold or
withdraw from the Custodial Account for P&I the amounts provided for in such
Selling and Servicing Contract. Each Servicer is required to pay all expenses
incurred by it in connection with its servicing activities under its Selling
and Servicing Contract (including payment of premiums for Primary Insurance
Policies, if required) and shall not be entitled to reimbursement therefor
except as specifically provided in such Selling and Servicing Contract and not
inconsistent with this Agreement.
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
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acquired by the Mortgage Trust Fund through foreclosure, deed in lieu of
foreclosure or other exercise of the Mortgage Trust Fund's security interest in
the Mortgaged Property.
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. The Master
Servicer shall deliver to the Trustee, on or before April 30 of each year,
beginning with the first April 30 succeeding the Cut-Off Date by at least six
months, an Officer's Certificate stating as to the signer thereof, that (i) a
review of the activities of the Master Servicer during the preceding calendar
year and performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof. Copies of such statement shall be
provided by the Master Servicer to Certificateholders upon request or by the
Trustee (solely to the extent that such copies are available to the Trustee) at
the expense of the Master Servicer, should the Master Servicer fail to so
provide such copies.
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS. In the event that the Certificates are legal for
investment by federally-insured savings associations, the Master Servicer shall
provide to the OTS, the FDIC and the supervisory agents and examiners of the
OTS and the FDIC access to the documentation regarding the Mortgage Loans
required by applicable regulations of the OTS or the FDIC, as applicable, and
shall in any event provide such access to the documentation regarding the
Mortgage Loans to the Trustee and its representatives, such access being
afforded without charge, but only upon reasonable request and during normal
business hours at the offices of the Master Servicer designated by it.
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT. On or before April 30 of each year, beginning with the first April 30
succeeding the Cut-Off Date by at least six months, the Master Servicer, at its
expense, shall cause a firm of independent public accountants to furnish a
statement to the Trustee to the effect that, in connection with the firm's
examination of the Master Servicer's financial statements as of the previous
December 31, nothing came to their attention that indicated that the Master
Servicer was not in compliance with Section 3.02, Section 3.03, Section 3.04,
Section 3.05, Section 3.11, Section 3.12 and Section 3.13 of this Agreement,
except for (i) such exceptions as such firm believes to be immaterial, and (ii)
such other exceptions as are set forth in such statement.
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
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Servicer as a party to the Selling and Servicing Contracts to the same extent
as if the rights and duties under the Selling and Servicing Contracts relating
to the Mortgage Loans had been assigned to the assuming party, except that the
Master Servicer shall not thereby be relieved of any liability or obligations
under the Selling and Servicing Contracts with respect to the Master Servicer's
duties to be performed prior to its termination hereunder.
The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to the Selling
and Servicing Contracts and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the rights and duties
under the Selling and Servicing Contracts relating to the Mortgage Loans to the
assuming party.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. DISTRIBUTIONS TO CERTIFICATEHOLDERS.
(a) On each Distribution Date, the Trustee (or any duly appointed
Paying Agent) (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 of record on the immediately preceding Record
Date (other than as provided in Section 9.01 respecting the final
distribution), as specified by each such Certificateholder and at the address
of such Holder appearing in the Certificate Register. Notwithstanding any other
provision of this Agreement, no actual distributions pursuant to clause (i) of
this Section 4.01(a) shall be made on account of the deemed distributions
described in this paragraph except in the event of a liquidation of the
Certificate Trust Fund and not the Mortgage Trust Fund.
(b) All reductions in the Certificate Principal Balance of a
Mortgage Trust Certificate effected by distributions of principal or
allocations of Realized Losses with respect to Mortgage Loans made on any
Distribution Date shall be binding upon all Holders of such Mortgage Trust
Certificate and of any Mortgage Trust 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 Prior Period, 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 shall, no later
than the 18th day of the month of such Distribution Date, mail
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or cause to be mailed to each Person in whose name a Mortgage 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) each such Mortgage Trust Certificate is to be so
retired;
(ii) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final
distribution will be payable on such Distribution Date, but only upon
presentation and surrender of such Mortgage 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 Mortgage Certificate after such
Distribution Date.
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS. With
each distribution from the Certificate Account on a Distribution Date, the
Master Servicer shall prepare and forward to the Trustee (and to the Company if
the Company is no longer acting as Master Servicer), and the Trustee shall
forward to each Mortgage Trust Certificateholder, a statement setting forth, to
the extent applicable: the amount of the distribution payable to the applicable
Class that represents principal and the amount that represents interest, and
the applicable Class Principal Balance after giving effect to such distribution.
Upon request by any Certificateholder or the Trustee, the Master
Servicer shall forward to such Certificateholder, the Trustee and the Company
(if the Company is no longer acting as Master Servicer) an additional report
which sets forth with respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been initiated,
and (ii) the number and aggregate book value of Mortgaged Properties
acquired through foreclosure, deed in lieu of foreclosure or other
exercise of rights respecting the Trustee's security interest in the
Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
(d) The amount of Bankruptcy Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
(e) The amount of Fraud Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date; and
(f) The amount of Realized Losses allocable to the Mortgage Trust
Certificates on the related Distribution Date and the cumulative amount
of Realized Losses allocated to such Mortgage Trust Certificates since
the Cut-Off Date.
Upon request by any Mortgage Trust Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and
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appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A of the Securities
Act.
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS
TO THE TRUSTEE.
(a) To the extent described below, the Master Servicer is
obligated to advance its own funds to the Certificate Account to cover any
shortfall between (i) payments scheduled to be received in respect of the
Mortgage Loans, and (ii) the amounts actually deposited in the Certificate
Account on account of such payments. The Master Servicer's obligation to make
any advance or advances described in this Section 4.03 is effective only to the
extent that such advance is, in the good faith judgment of the Master Servicer
made on or before the Business Day immediately following the Withdrawal Date,
reimbursable from Insurance Proceeds or Liquidation Proceeds of the related
Mortgage Loans or recoverable as late Monthly Payments with respect to the
related Mortgage Loans or otherwise.
Prior to the close of business on the Business Day immediately following
each Withdrawal Date, the Master Servicer shall determine whether or not it
will make a Monthly P&I Advance on the next succeeding Distribution Date (in
the event that the applicable Servicer fails to make such advances) and shall
furnish a statement to the Trustee, the Paying Agent, if any, and to any
Certificateholder requesting the same, setting forth the aggregate amount to be
distributed on the next succeeding Distribution Date on account of principal
and interest, stated separately. In the event that full scheduled amounts of
principal and interest shall not have been received by or on behalf of the
Master Servicer prior to such Determination Date and the Master Servicer shall
have determined that a Monthly P&I Advance shall be made in accordance with
this Section 4.03, the Master Servicer shall so specify and shall specify the
aggregate amount of such advance.
In the event that the Master Servicer shall be required to make a
Monthly P&I Advance, it shall on the Business Day prior to the related
Distribution Date either (i) deposit in the Certificate Account an amount equal
to such Monthly P&I Advance, (ii) make an appropriate entry in the records of
the Certificate Account that funds in such account being held for future
distribution or withdrawal have been, as permitted by this Section 4.03, used
by the Master Servicer to make such Monthly P&I Advance, or (iii) make advances
in the form of any combination of (i) and (ii) aggregating the amount of such
Monthly P&I Advance. Any funds being held for future distribution to
Certificateholders and so used shall be replaced by the Master Servicer by
deposit in the Certificate Account on the Business Day immediately preceding
any future Distribution Date to the extent that funds in the Certificate
Account on such Distribution Date shall be less than payments to
Certificateholders required to be made on such date. Under each Selling and
Servicing Contract, the Master Servicer is entitled to receive from the
Custodial Accounts for P&I amounts received by the applicable Servicer on
particular Mortgage Loans as late payments of principal and interest or as
Liquidation or Insurance Proceeds and respecting which the Master Servicer has
made an unreimbursed advance of principal and interest. The Master Servicer is
also entitled to receive other amounts from the Custodial Accounts for P&I to
reimburse itself for prior Nonrecoverable Advances respecting Mortgage Loans
serviced by the applicable Servicer. The Master Servicer shall deposit these
amounts in the Certificate Account prior to withdrawal pursuant to Section 3.05.
In accordance with Section 3.05, Monthly P&I Advances are reimbursable
to the Master Servicer from cash in the Certificate Account to the extent that
the Master Servicer shall determine that any such advances previously made are
Nonrecoverable Advances pursuant to Section 4.04.
(b) Prior to 5:00 P.M. New York City time on the third Business
Day prior to each Distribution Date, the Master Servicer shall provide the
Trustee with a statement regarding the amount of principal and interest, the
Residual Distribution Amount and the Excess Liquidation Proceeds to be
distributed to each Class of Mortgage Trust Certificates, each Class of
Certificate Trust Certificates and each Class of Residual Certificates on such
Distribution Date (such amounts to be determined in accordance with the
definitions of
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"Mortgage Trust Certificate Distribution Amount" and "Certificate Trust
Certificate Distribution Amount," Section 4.01 and Section 4.05 hereof and
other related definitions set forth in Article I hereof).
Section 4.04. NONRECOVERABLE ADVANCES. Any advance previously made
by the applicable Servicer pursuant to its Selling and Servicing Contract or by
the Master Servicer that the Master Servicer shall determine in its good faith
judgment not to be ultimately recoverable from Insurance Proceeds or
Liquidation Proceeds or otherwise of related Mortgage Loans or recoverable as
late Monthly Payments with respect to related Mortgage Loans shall be a
Nonrecoverable Advance. The determination by the Master Servicer that it or the
applicable Servicer has made a Nonrecoverable Advance or that any advance would
constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Master Servicer delivered to the Trustee on the
Determination Date and detailing the reasons for such determination.
Notwithstanding any other provision of this Agreement, any insurance policy
relating to the Mortgage Loans, or any other agreement relating to the Mortgage
Loans to which the Company or the Master Servicer is a party, (a) the Company,
the Master Servicer, and each Servicer shall not be obligated to, and shall
not, make any advance that, after reasonable inquiry and in its sole
discretion, the Company, the Master Servicer, or such Servicer shall determine
would be a Nonrecoverable Advance, and (b) the Company, the Master Servicer,
and each Servicer shall be entitled to reimbursement for any advance as
provided in Section 3.05(a)(i), (ii) and (iv) of this Agreement.
Section 4.05. CERTIFICATE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly
appointed paying agent) shall withdraw from the Certificate Account, 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, by wire transfer in immediately available funds for the account
of, or by check mailed to, each Certificate Trust Certificateholder of record
on the immediately preceding Record Date (other than as provided in Section
9.01 respecting the final distribution), as specified by each such Certificate
Trust Certificateholder and at the address of such Holder appearing in the
Certificate Register.
(b) All reductions in the Certificate Principal Balance of a
Certificate Trust Certificate effected by distributions of principal and all
allocations of Realized Losses made on any Distribution Date shall be binding
upon all Holders of such Certificate Trust Certificate and of any Certificate
Trust Certificate issued upon the registration of transfer or exchange therefor
or in lieu thereof, whether or not such distribution is noted on such
Certificate. The final distribution of principal of each Certificate Trust
Certificate (and the final distribution upon the Class R Certificates upon the
termination of the Certificate Trust Fund) shall be payable in the manner
provided above only upon presentation and surrender thereof on or after the
Distribution Date therefor at the office or agency of the Certificate Registrar
specified in the notice delivered pursuant to Section 4.05(c)(ii) and Section
9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Mortgage Loans and Insurance Proceeds or Liquidation Proceeds
received and expected to be received during the Prior Period, the Master
Servicer has notified the Trustee that it believes that the entire remaining
unpaid Class Principal Balance of any Class of Certificate Trust Certificates
will become distributable on the next Distribution Date, the Trustee shall, no
later than the 18th day of the month of such Distribution Date, mail or cause
to be mailed to each Person in whose name a Certificate Trust Certificate to be
so retired is registered at the close of business on the Record Date and to the
Rating Agency a notice to the effect that:
(i) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
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(ii) if such funds are available, (A) such final
distribution will be payable on such Distribution Date, but only upon
presentation and surrender of such Certificate Trust Certificate at the
office or agency of the Certificate Registrar maintained for such purpose
(the address of which shall be set forth in such notice), and (B) no
interest shall accrue on such Certificate Trust Certificate after such
Distribution Date.
Section 4.06. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS. With
each distribution from the Certificate Account on a Distribution Date, the
Master Servicer shall prepare and forward to the Trustee (and to the Company if
the Company is no longer acting as Master Servicer), and the Trustee shall
forward to each Certificate Trust Certificateholder and Class R
Certificateholder, a statement setting forth, to the extent applicable: the
amount of such distribution that represents principal and the amount that
represents interest of such Certificateholder's current Certificate Principal
Balance, if any, after giving effect to the distribution of principal made on
such Distribution Date.
Upon request by any Certificate Trust Certificateholder, Class R
Certificateholder or the Trustee, the Master Servicer shall forward to such
Certificate Trust Certificateholder or Class R Certificateholder, the Trustee
and the Company (if the Company is no longer acting as Master Servicer) an
additional report which sets forth with respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been initiated,
and (ii) the number and aggregate book value of Mortgaged Properties
acquired through foreclosure, deed in lieu of foreclosure or other
exercise of rights respecting the Trustee's security interest in the
Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class X and Class R Certificates remaining as of the close
of business on the applicable Determination Date;
(d) The amount of Bankruptcy Coverage available to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class X and Class R Certificates remaining as of the close of
business on the applicable Determination Date;
(e) The amount of Fraud Coverage available to the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14,
Class X 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
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appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A of the Securities
Act.
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES.
(a) The Regular Interest Certificates and the Residual
Certificates shall be substantially in the forms set forth in Exhibits A, B and
C attached hereto, and shall be executed by the Trustee, authenticated by the
Trustee (or any duly appointed Authenticating Agent) and delivered to or upon
the order of the Company upon receipt by the Trustee of the documents specified
in Section 2.01. The Certificates shall be issuable in Authorized Denominations
evidencing Percentage Interests. Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by authorized officers of the
Trustee. Certificates bearing the manual or facsimile signatures of individuals
who were at the time of execution the proper officers of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or any Authenticating Agent by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The following definitions apply for purposes of this Section
5.01: "Disqualified Organization" means any Person which is not a Permitted
Transferee, but does not include any "Pass-Through Entity" which owns or holds
a Residual Certificate and of which a Disqualified Organization, directly or
indirectly, may be a stockholder, partner or beneficiary; "Pass-Through Entity"
means any regulated investment company, real estate investment trust, common
trust fund, partnership, trust or estate, and any organization to which Section
1381 of the Code applies; "Ownership Interest" means, with respect to any
Residual Certificate, any ownership or security interest in such Residual
Certificate, including any interest in a Residual Certificate as the Holder
thereof and any other interest therein whether direct or indirect, legal or
beneficial, as owner or as pledgee; "Transfer" means any direct or indirect
transfer or sale of, or directly or indirectly transferring or selling any
Ownership Interest in a Residual Certificate; and "Transferee" means any Person
who is acquiring by Transfer any Ownership Interest in a Residual Certificate.
(c) Restrictions on Transfers of the Residual Certificates to
Disqualified Organizations are set forth in this Section 5.01(c).
(i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee or
its designee under clause (iii)(A) below to deliver payments to a Person
other than such Person and to negotiate the terms of any mandatory sale
under clause (iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with any such sale.
The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
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(A) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate to a U.S. Person, the Trustee shall
require delivery to it, and shall not register the Transfer of any
Residual Certificate until its receipt of (1) an affidavit and agreement
(a "Transferee Affidavit and Agreement") attached hereto as Exhibit J
from the proposed Transferee, in form and substance satisfactory to the
Company, representing and warranting, among other things, that it is not
a Non-U.S. Person, that such transferee is a Permitted Transferee, that
it is not acquiring its Ownership Interest in the Residual Certificate
that is the subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that for so long
as it retains its Ownership Interest in a Residual Certificate, it will
endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.01(c) and agrees to be bound by them, and
(2) a certificate, attached hereto as Exhibit I, from the Holder wishing
to transfer the Residual Certificate, in form and substance satisfactory
to the Company, representing and warranting, among other things, that no
purpose of the proposed Transfer is to allow such Holder to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit and
Agreement by a proposed Transferee under clause (B) above, if the
Trustee has actual knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in a Residual
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate agrees by holding or acquiring such Ownership
Interest (i) to require a Transferee Affidavit and Agreement from any
other Person to whom such Person attempts to transfer its Ownership
Interest and to provide a certificate to the Trustee in the form
attached hereto as Exhibit J; (ii) to obtain the express written consent
of the Company prior to any transfer of such Ownership Interest, which
consent may be withheld in the Company's sole discretion; and (iii) to
provide a certificate to the Trustee in the form attached hereto as
Exhibit I.
(ii) The Trustee shall register the Transfer of any Residual
Certificate only if it shall have received the Transferee Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the form
attached hereto as Exhibit J and all of such other documents as shall have
been reasonably required by the Trustee as a condition to such registration.
(iii) (A) If any "disqualified organization" (as defined
in Section 860E(e)(5) of the Code) shall become a holder of a Residual
Certificate, then the last preceding Permitted Transferee shall be restored, to
the extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Residual
Certificate. If any Non-U.S. Person shall become a holder of a Residual
Certificate, then the last preceding holder which is a U.S. Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of the Transfer to such
Non-U.S. Person of such Residual Certificate. If a 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
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permitted by this Section 5.01(c) or for making any payments due on
such Certificate to the holder thereof or for taking any other action with
respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the restrictions in this
Section 5.01(c) and to the extent that the retroactive restoration of
the rights of the Holder of such Residual Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable, then
the Company shall have the right, without notice to the Holder or any
prior Holder of such Residual Certificate, to sell such Residual
Certificate to a purchaser selected by the Company on such terms as the
Company may choose. Such purported Transferee shall promptly endorse and
deliver each Residual Certificate in accordance with the instructions of
the Company. Such purchaser may be the Company itself or any affiliate
of the Company. The proceeds of such sale, net of the commissions (which
may include commissions payable to the Company or its affiliates),
expenses and taxes due, if any, shall be remitted by the Company to such
purported Transferee. The terms and conditions of any sale under this
clause (iii)(B) shall be determined in the sole discretion of the
Company, and the Company shall not be liable to any Person having an
Ownership Interest in a Residual Certificate as a result of its exercise
of such discretion.
(iv) The Company, on behalf of the Trustee, shall make available,
upon written request from the Trustee, all information necessary to compute any
tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted Transferee, including
the information regarding "excess inclusions" of such Residual Certificates
required to be provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulation Section 1.860D-1(b)(5), and (B) as a result of
any regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organizations described in Section 1381 of
the Code having as among its record holders at any time any Person who is not a
Permitted Transferee. Reasonable compensation for providing such information
may be required by the Company from such Person.
(v) The provisions of this Section 5.01 set forth prior to this
Section (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current Ratings of the Certificates; and
(B) an Opinion of Counsel, in form and substance
satisfactory to the Company (as evidenced by a certificate of the
Company), to the effect that such modification, addition to or absence
of such provisions will not cause the Mortgage Trust Fund or the
Certificate Trust Fund to cease to qualify as a REMIC and will not create
a risk that (1) the Mortgage Trust Fund or Certificate Trust Fund may be
subject to an entity-level tax caused by the Transfer of any Residual
Certificate to a Person which is not a Permitted Transferee or (2) a
Certificateholder or another Person will be subject to a REMIC-related
tax caused by the Transfer of a Residual Certificate to a Person which
is not a Permitted Transferee.
(vi) The following legend shall appear on all Residual
Certificates:
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ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE TRUSTEE
THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF
THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH
AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CLASS [R] [R-1] CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS [R] [R-1] CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
(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 A-14, 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 A-14, 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 A-14, Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5, 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 A-14, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5, Class B-6 Certificates is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class
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Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections
I and 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 Mortgage 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) No transfer of a Class A-1 Certificate may be made unless in
accordance with this Section 5.01(f). In addition, transfers of Class B-4,
Class B-5 or Class B-6 Certificates may be made in accordance with this Section
5.01(f). To effectuate a Certificate transfer in accordance with this Section
5.01(f), the proposed transferee of such Certificate must provide 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); provided, however, that the initial transfer of the
Class A-1 Certificates by the Company to Teachers Insurance and Annuity
Association of America shall be deemed to comply with this Section 5.01(f)
without such investment letter being executed. 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 or Certificate Trust Certificates, as
applicable, that may be authenticated and delivered under this Agreement is
limited to the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, as specified in the Preliminary Statement to this Agreement,
except for Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Section 5.03. Such aggregate principal amount shall be allocated among one or
more Classes having designations, types of interests, initial per annum
Remittance Rates, initial Class Principal Balances, initial Component 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 to the
Trustee at the office of First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, NY 10005, Attention: Glenn Anderson, or such
other address or agency as may hereafter be provided to the Master Servicer in
writing by the Trustee, the Trustee shall execute, and the Trustee or any
Authenticating Agent shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of
Authorized Denominations of like Percentage Interest. At the option of the
Certificateholders, Certificates may be exchanged for other Certificates in
Authorized Denominations of like Percentage Interest, upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
the Trustee, or any Authenticating Agent, shall authenticate and deliver, the
Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for transfer shall (if so
required by the Trustee or any Authenticating Agent) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee or any Authenticating Agent and duly executed by, the Holder thereof or
such Holder's attorney duly authorized in writing.
A reasonable service charge may be made for any such exchange or
transfer of Certificates, and the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any exchange or transfer of Certificates.
All Certificates surrendered for exchange or transfer shall be cancelled
by the Trustee or any Authenticating Agent.
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If
(i) any mutilated Certificate is surrendered to the Trustee or any
Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Trustee or any Authenticating Agent
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
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Section 5.04, the Trustee or any Authenticating Agent may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee or any Authenticating Agent) connected therewith. Any
replacement Certificate issued pursuant to this Section 5.04 shall constitute
complete and indefeasible evidence of ownership in the Mortgage Trust Fund or
the Certificate Trust Fund, as applicable, as if originally issued, whether or
not the lost or stolen Certificate shall be found at any time.
Section 5.05. PERSONS DEEMED OWNERS. The Company, the Master
Servicer, the Trustee and any agent of any of them may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and Section
4.05 and for all other purposes whatsoever, and neither the Company, the Master
Servicer, the Trustee, the Certificate Registrar nor any agent of the Company,
the Master Servicer or the Trustee shall be affected by notice to the contrary.
Section 5.06. TEMPORARY CERTIFICATES. Upon the initial issuance of
the Certificates, the Trustee may execute, and the Trustee or any
Authenticating Agent shall authenticate and deliver, temporary Certificates
which are printed, lithographed, typewritten or otherwise produced, in any
Authorized Denomination, of the tenor of the definitive Certificates in lieu of
which they are issued and with such variations in form from the forms of the
Certificates set forth as Exhibits A, B and C hereto as the Trustee's officers
executing such Certificates may determine, as evidenced by their execution of
the Certificates. Notwithstanding the foregoing, the Certificates may remain in
the form set forth in this definition of "Temporary Certificates."
If temporary Certificates are issued, the Trustee shall cause definitive
Certificates to be prepared within ten Business Days of the Closing Date or as
soon as practicable thereafter. After preparation of definitive Certificates,
the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office or agency of the
Trustee to be maintained as provided in Section 5.10 hereof, without charge to
the holder. Any tax or governmental charge that may be imposed in connection
with any such exchange shall be borne by the Master Servicer. Upon surrender
for cancellation of any one or more temporary Certificates, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver in exchange therefor a like principal amount of definitive Certificates
of Authorized Denominations. Until so exchanged, the temporary Certificates
shall in all respects be entitled to the same benefits under this Agreement as
definitive Certificates.
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES.
Notwithstanding the foregoing, the Book-Entry Certificates, upon original
issuance, shall be issued in the form of one or more typewritten Certificates
of Authorized Denomination representing the Book-Entry Certificates, to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the
Company, except that one Book-Entry Certificate of each Class of Book-Entry
Certificates may be issued in a denomination less than $1 and, if so issued,
shall be held in physical certificate form directly by the holder thereof. The
Book-Entry Certificates shall initially be registered on the Certificate
Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing
Agency, and no Beneficial Holder shall receive a definitive certificate
representing such Beneficial Holder's interest in any Class of Book-Entry
Certificate, except as provided above and in Section 5.09. Each Book-Entry
Certificate shall bear the following legend:
Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
Trustee or its agent for registration of transfer, exchange, or payment,
and any Certificate issued is registered in the name of Cede & Co. or
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR
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VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until definitive, fully registered Book-Entry Certificates (the
"Definitive Certificates") have been issued to the Beneficial Holders pursuant
to Section 5.09:
(a) the provisions of this Section 5.07 shall be in full force and
effect with respect to the Book-Entry Certificates;
(b) the Master Servicer and the Trustee may deal with the Clearing
Agency for all purposes with respect to the Book-Entry Certificates
(including the making of distributions on the Book-Entry Certificates) as the
sole Certificateholder;
(c) to the extent that the provisions of this Section 5.07
conflict with any other provisions of this Agreement, the provisions of this
Section 5.07 shall control; and
(d) the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be limited to
those established by law and agreements between such Beneficial Holders and
the Clearing Agency and/or the DTC Participants. Pursuant to the Depositary
Agreement, unless and until Definitive Certificates are issued pursuant to
Section 5.09, the initial Clearing Agency will make book-entry transfers
among the DTC Participants and receive and transmit distributions of
principal and interest on the related Class of Book-Entry Certificates to
such DTC Participants.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing a specified Percentage Interest, such direction or
consent may be given by the Clearing Agency at the direction of Beneficial
Holders owning Book-Entry Certificates evidencing the requisite Percentage
Interest represented by the Book-Entry Certificates. The Clearing Agency may
take conflicting actions with respect to the Book-Entry Certificates to the
extent that such actions are taken on behalf of the Beneficial Holders.
Section 5.08. NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 5.09, the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices
and communications to the related DTC Participants in accordance with its
applicable rules, regulations and procedures.
Section 5.09. DEFINITIVE CERTIFICATES. If (a) the Master Servicer
notifies the Trustee in writing that the Clearing Agency is no longer willing
or able to discharge properly its responsibilities under the Depositary
Agreement with respect to the Book-Entry Certificates and the Trustee or the
Master Servicer is unable to locate a qualified successor, (b) the Master
Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system with respect to the Book-Entry Certificates
through the Clearing Agency or (c) after the occurrence of an Event of Default,
Certificateholders holding Book-Entry Certificates evidencing 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
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Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration, the Trustee shall execute and the Trustee or any
Authenticating Agent shall authenticate and deliver the Definitive Certificates.
Neither the Company, the Master Servicer nor the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for all of the Certificates all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Trustee, to the extent applicable with respect
to such Definitive Certificates, and the Trustee shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New York,
National Association, 100 Wall Street, Suite 1600, New York, New York 10005,
Attention: Glenn Anderson, is initially designated for said purposes.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER. The
Company and the Master Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically imposed upon and undertaken by the
Company or the Master Servicer, as applicable, herein.
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER. Any corporation into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Company or the Master Servicer shall be a party,
or any corporation succeeding to the business of the Company or the Master
Servicer, shall be the successor of the Company or the Master Servicer
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER
AND OTHERS. Neither the Company nor the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the Master Servicer
shall be under any liability to the Mortgage Trust Fund or the
Certificateholders for any action taken by such Person or by a Servicer or for
such Person's or Servicer's refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Company, the Master Servicer or any
such Person against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of duties and obligations hereunder. The
Company, the Master Servicer and any director, officer, employee or agent of the
Company or the Master Servicer may rely in good faith on any document of any
kind properly executed and submitted by any Person respecting any matters
arising hereunder. The Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer shall be indemnified by
the Mortgage Trust Fund and 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
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respect to the Mortgage Loans, this Agreement, the Certificates or the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Mortgage Trust Fund and the Company and the Master Servicer shall be entitled to
be reimbursed therefor out of the Certificate Account, as provided by Section
3.05.
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. The Company
shall not resign from the obligations and duties (including, without limitation,
its obligations and duties as initial Master Servicer) hereby imposed on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any successor Master Servicer shall not resign from the
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Company or any successor Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the Trustee or a
successor Master Servicer shall have assumed the Master Servicer's
responsibilities and obligations in accordance with Section 7.02 hereof.
If the Company is no longer acting as Master Servicer, then the successor
Master Servicer shall give prompt written notice to the Company of any
information received by such successor Master Servicer which affects or relates
to an ongoing obligation or right of the Company under this Agreement.
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT. (a) In case one or more of the following
Events of Default by the Company, either in its own capacity or in its capacity
as Master Servicer or by a successor Master Servicer shall occur and be
continuing, that is to say:
(i) Any failure by the Master Servicer to distribute to
Certificateholders any payment required to be made under the terms of the
Certificates and this Agreement which continues unremedied for a period of
ten days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by the
Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% of the Certificate Trust Fund; or
(ii) Failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in the Certificates
or in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Master Servicer by the
Trustee, or to the Master Servicer and the Trustee by the Holders of
Certificates 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
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(iv) The Master Servicer shall consent to the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
of or relating to all or substantially all of its property; or
(v) The Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) Any failure of the Master Servicer to make any Monthly
P&I Advance (other than a Nonrecoverable Advance) which continues
unremedied at the opening of business on the Distribution Date in respect
of which such Monthly P&I Advance was to have been made;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied, either the Trustee, or the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the Certificate
Trust Fund, by notice in writing to the Company and the Master Servicer (and to
the Trustee if given by the Certificateholders, in which case such notice shall
set forth evidence reasonably satisfactory to the Trustee that such Event of
Default has occurred and shall not have been remedied) may terminate all of the
rights (other than its right to reimbursement for advances) and obligations of
the Master Servicer, including its right to the Master Servicing Fee, under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, if any.
Such determination shall be final and binding. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section 7.01; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee for administration by it of all cash amounts which shall
at the time be credited by the Master Servicer to the Certificate Account or
thereafter be received with respect to the Mortgage Loans.
Notwithstanding the foregoing, if an Event of Default described in clause
(vi) of this Section 7.01(a) shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
suspend all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Monthly P&I Advances and other
advances of its own funds, and the Trustee shall act as provided in Section 7.02
to carry out the duties of the Master Servicer, including the obligation to make
any Monthly P&I Advance the nonpayment of which was an Event of Default
described in clause (vi) of this Section 7.01(a). Any such action taken by the
Trustee must be prior to the distribution on the relevant Distribution Date. If
the Master Servicer shall within two Business Days following such suspension
remit to the Trustee the amount of any Monthly P&I Advance the nonpayment of
which by the Master Servicer was an Event of Default described in clause (vi) of
this Section 7.01(a), the Trustee shall permit the Master Servicer to resume its
rights and obligations as Master Servicer hereunder. The Master Servicer agrees
that it will reimburse the Trustee for actual, necessary and reasonable costs
incurred by the Trustee because of action taken pursuant to clause (vi) of this
Section 7.01(a). The Master Servicer agrees that if an Event of Default as
described in clause (vi) of this Section 7.01(a) shall occur more than two times
in any twelve month period, the Trustee shall be under no obligation to permit
the Master Servicer to resume its rights and obligations as Master Servicer
hereunder.
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(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
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
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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
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
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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.
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
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(vi) The Trustee shall not be deemed to have knowledge or
notice of any matter, including without limitation an Event of Default,
unless actually known by a Responsible Officer, or unless written notice
thereof referencing this Agreement or the Certificates is received at the
Corporate Trust Office at the address set forth in Section 10.06.
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein (other than those relating to the due
organization, power and authority of the Trustee) and in the Certificates (other
than the execution of, and certificate of authentication on, the Certificates)
shall be taken as the statements of the Company and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loan. The Trustee shall not be accountable for the use or application
by the Company of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer, the Servicers or the Company in respect of the Mortgage Loans or
deposited into the Custodial Account for P&I, any Buydown Fund Account, or the
Custodial Accounts for P&I by any Servicer or into the Investment Account, or
the Certificate Account by the Master Servicer or the Company.
Section 8.04. TRUSTEE MAY OWN CERTIFICATES. The Trustee or any agent or
affiliate of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Certificates with the same rights it would have if it
were not Trustee.
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES.
Subject to any separate written agreement with the Trustee, the Company, as
Master Servicer, covenants and agrees to, and the Master Servicer shall, pay the
Trustee from time to time, and the Trustee shall be entitled to payment, for all
services rendered by it in the execution of the trust hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee. Except as otherwise expressly provided herein, the Master Servicer
shall pay or reimburse the Trustee upon its request for all reasonable expenses
and disbursements incurred or made by the Trustee in accordance with any of the
provisions of this Agreement and indemnify the Trustee from any loss, liability
or expense incurred by it hereunder (including the reasonable compensation and
the expenses and disbursements of its counsel and of all persons not regularly
in its employ) except any such expense or disbursement as may arise from its
negligence or bad faith. Such obligation shall survive the termination of this
Agreement or resignation or removal of the Trustee. The Master Servicer shall,
at its expense, prepare or cause to be prepared all federal and state income tax
and franchise tax and information returns relating to the Mortgage Trust Fund or
the Certificate Trust Fund required to be prepared or filed by the Trustee and
shall indemnify the Trustee for any liability of the Trustee arising from any
error in such returns.
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a
corporation or association organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authority and (iii) acceptable to the Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of any aforementioned supervising or examining authority,
then for the purposes of this Section 8.06, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible 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, 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. 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.
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Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such resulting or successor
corporation shall be eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Mortgage Trust Fund or the Certificate Trust Fund may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Mortgage Trust Fund or the Certificate Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Mortgage Trust Fund or the
Certificate Trust Fund, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trustee may consider necessary or
desirable; provided, that the Trustee shall remain liable for all of its
obligations and duties under this Agreement. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment;
provided, that the Trustee shall remain liable for all of its obligations and
duties under this Agreement. No co-trustee or separate trustee hereunder shall
be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly and
severally, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
the Mortgage Trust Fund or the Certificate Trust Fund or any portion thereof in
any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustee(s) and co-trustee(s), as
effectively as if given to each of them. Every instrument appointing any
separate trustee(s) or co-trustee(s) shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the Trustee
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and the trust shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
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Section 8.11. AUTHENTICATING AGENTS. The Trustee may appoint one or
more Authenticating Agents which shall be authorized to act on behalf of the
Trustee in authenticating Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the Master
Servicer and must be a corporation or banking association organized and doing
business under the laws of the United States of America or of any state, having
a principal office and place of business in New York, New York, having a
combined capital and surplus of at least $15,000,000, authorized under such laws
to do a trust business and subject to supervision or examination by federal or
state authorities.
Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent so
long as it shall be eligible in accordance with the provisions of the first
paragraph of this Section 8.11 without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Master Servicer. The Trustee may, upon
prior written approval of the Master Servicer, at any time terminate the agency
of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 8.11, the Trustee may appoint,
upon prior written approval of the Master Servicer, a successor Authenticating
Agent, shall give written notice of such appointment to the Master Servicer and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent. Any reasonable compensation paid to an Authenticating Agent shall be a
reimbursable expense pursuant to Section 8.05 if paid by the Trustee.
Section 8.12. PAYING AGENTS. The Trustee may appoint one or more Paying
Agents which shall be authorized to act on behalf of the Trustee in making
withdrawals from the Certificate Account, and distributions to
Certificateholders as provided in Section 4.01(a), Section 4.05(a) and Section
9.01(b) to the extent directed to do so by the Master Servicer. Wherever
reference is made in this Agreement to the withdrawal from the Certificate
Account by the Trustee, such reference shall be deemed to include such a
withdrawal on behalf of the Trustee by a Paying Agent. Whenever reference is
made in this Agreement to a distribution by the Trustee or the furnishing of a
statement to Certificateholders by the Trustee, such reference shall be deemed
to include such a distribution or furnishing on behalf of the Trustee by a
Paying Agent. Each Paying Agent shall provide to the Trustee such information
concerning the Certificate Account as the Trustee shall request from time to
time. Each Paying Agent must be reasonably acceptable to the Master Servicer and
must be a corporation or banking association organized and doing business under
the laws of the United States of America or of any state, having a principal
office and place of business in New York, New York, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Paying Agent shall be a party, or any
corporation succeeding to the corporate agency business of any Paying Agent,
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shall continue to be the Paying Agent provided that such corporation after the
consummation of such merger, conversion, consolidation or succession meets the
eligibility requirements of this Section 8.12.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Master Servicer; provided, that the Paying
Agent has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Master Servicer, for all amounts it has withdrawn
from the Certificate Account. The Trustee may, upon prior written approval of
the Master Servicer, at any time terminate the agency of any Paying Agent by
giving written notice of termination to such Paying Agent and to the Master
Servicer. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Paying Agent shall cease to be eligible in accordance
with the provisions of the first paragraph of this Section 8.12, the Trustee may
appoint, upon prior written approval of the Master Servicer, a successor Paying
Agent, shall give written notice of such appointment to the Master Servicer and
shall mail notice of such appointment to all Certificateholders. Any successor
Paying Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Paying Agent. Any
reasonable compensation paid to any Paying Agent shall be a reimbursable expense
pursuant to Section 8.05 if paid by the Trustee.
ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION
OF ALL MORTGAGE LOANS.
(a) Except as otherwise set forth in this Article IX, including, without
limitation, the obligation of the Master Servicer to make payments to
Certificateholders as hereafter set forth, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby shall terminate upon (i) the repurchase by the Company pursuant to the
following paragraph of this Section 9.01(a) of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan remaining in the 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
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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.
In no event shall the Company be required to expend any amounts other than
those described in the first paragraph of this Section 9.01(a) in order to
terminate the Mortgage Trust Fund or repurchase the Mortgage Loans under this
Section 9.01.
(b) Notice of any termination, specifying the date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
and cancellation, shall be given promptly by letter from the Trustee to
Certificateholders mailed not less than 30 days prior to such final
distribution, specifying (i) the date upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office of the Certificate Registrar therein designated (the "Termination Date"),
(ii) the amount of such final payment (the "Termination Payment") and (iii) that
the Record Date otherwise applicable to the Distribution Date upon which the
Termination Date occurs is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Certificate
Registrar therein specified. Upon any such notice, the Certificate Account shall
terminate subject to the Master Servicer's obligation to hold all amounts
payable to Certificateholders in trust without interest pending such payment.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the Termination Date, the
Company shall give a second written notice to the remaining Certificateholders
to surrender their Certificates for cancellation and receive the Termination
Payment with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Company may
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain in trust hereunder.
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
(a) In the event the Company exercises its purchase option as provided in
Section 9.01, the Mortgage Trust Fund or 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 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 as described in Section 860F of the Code, or (ii) cause
the Mortgage Trust Fund or 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 or 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 or the Certificate Trust Fund; and
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(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 or the Certificate Trust Fund to the Company for cash
in the amount specified in Section 9.01; provided, however, that in the
event that a calendar quarter ends after the time of adoption of such a
plan of complete liquidation but prior to the final Distribution Date, the
Master Servicer shall not sell any of the assets of the Mortgage Trust Fund
or 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 or the Certificate Trust Fund, or to assure the conveyance to the
Trustee of any property included in the Mortgage Trust Fund or the Certificate
Trust Fund; and (v) pursuant to Section 5.01(c)(v). No such amendment (other
than one entered into pursuant to clause (iii) of the preceding sentence) shall
adversely affect in any material respect the interest of any Certificateholder.
Prior to entering into any amendment without the consent of Certificateholders
pursuant to this paragraph, the Trustee may require an Opinion of Counsel to the
effect that such amendment is permitted under this paragraph. The placement of
an "original issue discount" legend on, or any change required to correct any
such legend previously place on, a Certificate shall not be deemed any amendment
to this Agreement.
(b) This Agreement may also be amended from time to time by the Company
and the Trustee with the consent of the Holders of Certificates evidencing
Percentage Interests aggregating not less than 66% of the Certificate Trust Fund
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Agreement or of modifying in any
manner the rights of the Certificateholders; provided, however, that no such
amendment shall, without the consent of the Holder of each Certificate affected
thereby (i) reduce in any manner the amount of, or delay the timing of,
distributions of principal or interest required to be made hereunder or reduce
the Certificateholder's Percentage Interest, the Remittance Rate or the
Termination Payment with respect to any of the Certificates, (ii) reduce the
percentage of Percentage Interests specified in this Section 10.01 which are
required to amend this Agreement, (iii) create or permit the creation of any
lien against any part of the Mortgage Trust Fund or 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.
95
<PAGE>
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 or Certificate Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding-up of the
Mortgage Trust Fund or Certificate Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote or in any manner
otherwise to control the operation and management of the Mortgage Trust Fund or
Certificate Trust Fund or the obligations of the parties hereto (except as
provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section
8.07, Section 10.01 and this Section 10.03), nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of the Certificate Trust Fund shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. However, the Trustee is under no obligation to
exercise any of the extraordinary trusts or powers vested in it by this
Agreement or to make any investigation of matters arising hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders unless such
Certificateholders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and 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.
96
<PAGE>
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. The Certificate
Registrar shall furnish or cause to be furnished to the Trustee, within 30 days
after receipt of a request by the Trustee in writing, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to such Certificateholders.
If three or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such list from the Certificate Registrar, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding the same, agrees with the
Master Servicer and the Trustee that neither the Master Servicer nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Certificateholders hereunder, regardless of
the source from which such information was derived.
Section 10.05. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 10.06. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered or certified mail to (a) in the
case of the Company, 75 North Fairway Drive, Vernon Hills, Illinois 60061,
Attention: General Counsel (with a copy directed to the attention of the Master
Servicing Department) or such other address as may hereafter be furnished to the
Trustee in writing by the Company, (b) in the case of the Master Servicer, 75
North Fairway Drive, Vernon Hills, Illinois 60061, Attention: General Counsel
(with a copy directed to the attention of the Master Servicing Department) or
such other address as may hereafter be furnished to the Trustee in writing by
the Master Servicer, (c) in the case of the Trustee, at its Corporate Trust
Office, or such other address as may hereafter be furnished to the Master
Servicer in writing by the Trustee, (d) in the case of the Certificate
Registrar, at its Corporate Trust Office, or such other address as may hereafter
be furnished to the Trustee in writing by the Certificate Registrar, (e) in the
case of Fitch, One State Street Plaza, New York, New York 10004, or such other
address as may hereafter be furnished to the Trustee and Master Servicer in
writing by Fitch, and (f) in the case of S&P, 26 Broadway, 15th Floor, New York,
New York 10004, Attention: Frank Raiter, or such other address as may hereafter
be furnished to the Trustee and Master Servicer in writing by S&P. 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.
97
<PAGE>
Section 10.08. COUNTERPART SIGNATURES. For the purpose of facilitating
the recordation of this Agreement as herein provided and for other purposes,
this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 10.09. BENEFITS OF AGREEMENT. Nothing in this Agreement or in
any Certificate, expressed or implied, shall give to any Person, other than the
parties hereto and their respective successors hereunder, any separate trustee
or co-trustee appointed under Section 8.10 and the Certificateholders, any
benefit or any legal or equitable right, remedy or claim under this Agreement.
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.
(a) The Trustee shall notify the Rating Agency of the occurrence of any of
the following events, in the manner provided in Section 10.06:
(i) the occurrence of an Event of Default pursuant to Section
7.01, subject to the provisions of Section 8.01(d);
(ii) the appointment of a successor Master Servicer pursuant
to Section 7.02;
(b) The Master Servicer shall notify the Rating Agency of the occurrence
of any of the following events, in the manner provided in Section 10.06:
(i) any amendment of this Agreement pursuant to Section
10.01;
(ii) the appointment of a successor Trustee pursuant to
Section 8.08;
(iii) the filing of any claim under or the cancellation or
modification of any fidelity bond and errors and omissions coverage
pursuant to Section 3.01 and Section 3.06 with respect to the Master
Servicer or any Servicer;
(iv) any change in the location of the Certificate Account,
any Custodial Account for P&I or any Custodial Account for Reserves;
(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.
98
<PAGE>
(c) The Master Servicer shall provide copies of the statements pursuant to
Section 4.02, Section 3.13 or Section 3.15 or any other statements to the Rating
Agency 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.
99
<PAGE>
IN WITNESS WHEREOF, the Company and the Trustee have caused their names to
be signed hereto by their respective officers, thereunto duly authorized, and
their respective seals, duly attested, to be hereunto affixed, all as of the day
and year first above written.
PNC MORTGAGE SECURITIES CORP.
(SEAL)
By: /s/ Daniel P. Hoffman
------------------------------
Daniel P. Hoffman
Its: Second Vice President
U.S. BANK NATIONAL ASSOCIATION,
as TRUSTEE
(SEAL)
NO CORPORATE SEAL By: /s/ C. Hatfield
------------------------------
C. Hatfield
Its: Asst Vice President
<PAGE>
ACKNOWLEDGEMENT OF CORPORATION
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
On this 30TH day of September, 1997 before me, a Notary Public in and for
said State, personally appeared DANIEL P., HOFFMAN, known to me to be the
SECOND VICE PRESIDENT of PNC MORTGAGE SECURITIES CORP., one of the corporations
that executed the within interest, and also known to me to be the person who
executed it on behalf of said Corporation, and acknowledged to me that such
corporation executed the within instrument pursuant to its By-Laws or a
resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in the certificate first above written.
/s/ Danielle Berkemeier
---------------------------------
Notary Public
(SEAL)
[SEAL]
<PAGE>
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MINNESOTA )
) SS.
COUNTY OF Washington )
On this 30th day of September, 1997 before me, a Notary Public in and for
said State, personally appeared C. Hatfield, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ Kathleen M. Bracher (SEAL)
[SEAL]
<PAGE>
Exhibit A-1
CUSIP 693 48L PB9
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-1
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.9711% 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., ___% 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(f) OF THE POOLING AGREEMENT.
Series 1997-5 Portion of the Class A-1 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
---------------------------------
Class A-1 Remittance Rate: Based on the
following five Components:
(i)
Component A-1-1 Remittance Rate: 7.400%
applied to the Component A-1-1 Principal
Balance;
(ii)
Component A-1-2 Remittance Rate: 7.400%
applied to the Component A-1-2 Principal
Balance;
(iii)
Component A-1-3 Remittance Rate: 0.00%;
(iv)
Component A-1-4 Remittance Rate: 0.00%;
and
(v)
Component A-1-5 Remittance Rate: 7.250%
applied to the Component A-1-5 Notional
Amount.
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October
25, 2027
Class A-1 Principal Balance
as of the Cut-Off Date: $58,367,850.14
A-1-1
<PAGE>
------------------------------ Certificate No.
Registered Owner ----
Exhibit A-2
CUSIP 693 48L NG0
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-2
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.750% 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 1997-5 Portion of the Class A-2 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-2 Remittance Rate: 6.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27,
1997
Last Scheduled Distribution Date:
October 25, 2027
Class A-2 Principal Balance
as of the Cut-Off Date: $18,990,025.00
------------------------------ Certificate No.
Registered Owner ----
A-2-1
<PAGE>
Exhibit A-3
CUSIP 693 48L NH8
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-3
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.400% 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 1997-5 Portion of the Class A-3 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-3 Remittance Rate: 7.400%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27,
1997
Last Scheduled Distribution Date:
October 25, 2027
Class A-3 Principal Balance
as of the Cut-Off Date: $19,125,000.00
------------------------------ Certificate No.
Registered Owner ----
A-3-1
<PAGE>
Exhibit A-4
CUSIP 693 48L NJ4
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-4
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.400% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 250% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1997-5 Portion of the Class A-4 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-4 Remittance Rate: 7.400%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27,
1997
Last Scheduled Distribution Date:
October 25, 2027
Class A-4 Principal Balance
as of the Cut-Off Date: $5,200,000.00
------------------------------ Certificate No.
Registered Owner ----
A-4-1
<PAGE>
Exhibit A-5
CUSIP 693 48L NK1
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-5
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. 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., 250% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1997-5 Portion of the Class A-5 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-5 Remittance Rate: 7.000%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27,
1997
Last Scheduled Distribution Date:
October 25, 2027
Class A-5 Principal Balance
as of the Cut-Off Date: $41,133,333.00
------------------------------ Certificate No.
Registered Owner ----
A-5-1
<PAGE>
Exhibit A-6
CUSIP 693 48L NL9
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-6
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. 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 1997-5 Portion of the Class A-6 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-6 Remittance Rate: 7.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27,
1997
Last Scheduled Distribution Date:
October 25, 2027
Class A-6 Principal Balance
as of the Cut-Off Date: $22,066,667.00
------------------------------ Certificate No.
Registered Owner ----
A-6-1
<PAGE>
Exhibit A-7
CUSIP 693 48L NM7
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-7
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.750% 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 1997-5 Portion of the Class A-7 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-7 Remittance Rate: 6.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October
25, 2027
Class A-7 Principal Balance
as of the Cut-Off Date: $11,050,000.00
------------------------------ Certificate No.
Registered Owner ----
A-7-1
<PAGE>
Exhibit A-8
CUSIP 693 48L NN5
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-8
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.750% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 250% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1997-5 Portion of the Class A-8 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-8 Remittance Rate: 6.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October
25, 2027
Class A-8 Principal Balance
as of the Cut-Off Date: $14,917,610.00
------------------------------ Certificate No.
Registered Owner ----
A-8-1
<PAGE>
Exhibit A-9
CUSIP 693 48L NP0
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-9
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.0250% 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 1997-5 Portion of the Class A-9 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-9 Remittance Rate: Based on the
following two Components:
(i)
Component A-9-1 Remittance Rate: From
the 25th of each month to the 24th of
the succeeding month, a per annum rate
equal to LIBOR plus 0.400%, subject to
a minimum and maximum Remittance Rate
of 0.400% and 9.00% per annum,
respectively, applied to the Component
A-9-1 Principal Balance; and
(ii)
Component A-9-2 Remittance Rate: From
the 25th of each month to the 24th of
the succeeding month, a per annum rate
equal to LIBOR plus 0.400%, subject to
a minimum and maximum Remittance Rate
of 0.400% and 9.00% per annum,
respectively, applied to the Component
A-9-2 Principal Balance.
Cut-Off Date: September 1, 1997
First Distribution Date: October 27,
1997
Last Scheduled Distribution Date:
October 25, 2027
Class A-9 Principal Balance
as of the Cut-Off Date: $34,314,211.00
------------------------------ Certificate No.
Registered Owner ----
A-9-1
<PAGE>
Exhibit A-10
CUSIP 693 48L NQ8
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-10
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 2.9750% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 250% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
Series 1997-5 Portion of the Class A-10 Notional
Amount as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-10 Remittance Rate: From the 25th
of each month to the 24th of the succeeding
month, a per annum rate equal to 8.600%
minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and
8.600% per annum respectively.
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October
25, 2027
Class A-10 Principal Balance
as of the Cut-Off Date: $0.00
Class A-10 Notional Amount
as of the Cut-Off Date: $34,314,211.00
------------------------------ Certificate No.
Registered Owner ----
A-10-1
<PAGE>
Exhibit A-11
CUSIP 693 48L NR6
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-11
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is September 30, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.150% 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 1997-5 Portion of the Class A-11 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-11 Remittance Rate: 7.150%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date:
October 25, 2027
Class A-11 Principal Balance
as of the Cut-Off Date: $17,300,000.00
------------------------------ Certificate No.
Registered Owner ----
A-11-1
<PAGE>
Exhibit A-12
CUSIP 693 48L NS4
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-12
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.150% 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 1997-5 Portion of the Class A-12 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-12 Remittance Rate: 7.150%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A-12 Principal Balance
as of the Cut-Off Date: $66,649,102.00
------------------------ Certificate No.
Registered Owner ----
A-12-1
<PAGE>
Exhibit A-13
CUSIP 693 48L NT2
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-13
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 September
30, 1997. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.150% per annum. [Assuming that the Mortgage
Loans underlying the Certificates prepay at the prepayment assumption used
by the issuer in pricing this Certificate (I.E., 250% of the Basic
Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
Series 1997-5 Portion of the Class A-13 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-13 Remittance Rate: 7.150%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A-13 Principal Balance
as of the Cut-Off Date: $18,772,000.00
------------------------ Certificate No.
Registered Owner ----
A-13-1
<PAGE>
Exhibit A-14
CUSIP 693 48L NU9
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-14
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 September
30, 1997. 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., 250% of the Basic
Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
[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.]
NO TRANSFER OF ANY CLASS A-14 CERTIFICATE SHALL BE MADE UNLESS THE
TRANSFEREE PROVIDES THE COMPANY AND THE TRUSTEE WITH EITHER (a) AN
AFFIDAVIT SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO EXHIBIT G TO
THE POOLING AGREEMENT THAT THE PROPOSED TRANSFEREE IS NOT 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, OR
(b) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF A CLASS A-14 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, THE CERTIFICATE TRUST FUND, THE
MORTGAGE TRUST FUND OR THE COMPANY.
Series 1997-5 Portion of the Class A-14 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class A-14 Remittance Rate: 7.000%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A-14 Principal Balance
as of the Cut-Off Date: $3,000,000.00
------------------------ Certificate No.
Registered Owner ----
Exhibit A-15
CUSIP 693 48L NV7
MORTGAGE PASS-THROUGH CERTIFICATE
A-14-1
<PAGE>
Class X
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 7.250% per annum. [Assuming that the Mortgage
Loans underlying the Certificates prepay at the prepayment assumption used
by the issuer in pricing this Certificate (I.E., 250% of the Basic
Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
Series 1997-5 Portion of the Class X Notional Amount
as of the Cut-Off Date Evidenced by
this Certificate:
$
-----------------------------
Class X Remittance Rate: 7.250% applied
to the Class X Notional Amount
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class X Principal Balance
as of the Cut-Off Date: $0.00
Class X Notional Amount
as of the Cut-Off Date: $22,241,969.81
------------------------ Certificate No.
Registered Owner ----
A-15-1
<PAGE>
Exhibit A-16
CUSIP 693 48L NW5
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-1
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended (the "Code"). The issue date (the "Issue Date") of this Certificate
is September 30, 1997. The rate at which interest is payable as of the Issue
Date with respect to this Certificate is 7.250% per annum. [Assuming that
the Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 250% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
NO TRANSFER OF ANY CLASS B-1 CERTIFICATE SHALL BE MADE UNLESS THE
TRANSFEREE PROVIDES THE COMPANY AND THE TRUSTEE WITH EITHER (a) AN
AFFIDAVIT SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO EXHIBIT G TO
THE POOLING AGREEMENT THAT THE PROPOSED TRANSFEREE IS NOT 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, OR
(b) 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, THE CERTIFICATE TRUST FUND, THE
MORTGAGE TRUST FUND OR THE COMPANY.
The Class B-1 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1997-5 Portion of the Class B-1 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class B-1 Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B-1 Principal Balance
as of the Cut-Off Date: $9,628,954.00
------------------------ Certificate No.
Registered Owner ----
A-16-1
<PAGE>
Exhibit A-17
CUSIP 693 48L NX3
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-2
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended (the "Code"). The issue date (the "Issue Date") of this Certificate
is September 30, 1997. The rate at which interest is payable as of the Issue
Date with respect to this Certificate is 7.250% per annum. [Assuming that
the Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 250% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
NO TRANSFER OF ANY CLASS B-2 CERTIFICATE SHALL BE MADE UNLESS THE
TRANSFEREE PROVIDES THE COMPANY AND THE TRUSTEE WITH EITHER (a) AN
AFFIDAVIT SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO EXHIBIT G TO
THE POOLING AGREEMENT THAT THE PROPOSED TRANSFEREE IS NOT 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, OR
(b) 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, THE CERTIFICATE TRUST FUND, THE
MORTGAGE TRUST FUND OR THE COMPANY.
The Class B-2 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1997-5 Portion of the Class B-2 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class B-2 Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B-2 Principal Balance
as of the Cut-Off Date: $2,626,078.00
------------------------ Certificate No.
Registered Owner ----
A-17-1
<PAGE>
Exhibit A-18
CUSIP 693 48L NY1
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-3
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended (the "Code"). The issue date (the "Issue Date") of this Certificate
is September 30, 1997. The rate at which interest is payable as of the Issue
Date with respect to this Certificate is 7.250% per annum. [Assuming that
the Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 250% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
NO TRANSFER OF ANY CLASS B-3 CERTIFICATE SHALL BE MADE UNLESS THE
TRANSFEREE PROVIDES THE COMPANY AND THE TRUSTEE WITH EITHER (a) AN
AFFIDAVIT SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO EXHIBIT G TO
THE POOLING AGREEMENT THAT THE PROPOSED TRANSFEREE IS NOT 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, OR
(b) 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, THE CERTIFICATE TRUST FUND, THE
MORTGAGE TRUST FUND OR THE COMPANY.
The Class B-3 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1997-5 Portion of the Class B-3 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class B-3 Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B-3 Principal Balance
as of the Cut-Off Date: $3,501,438.00
------------------------ Certificate No.
Registered Owner ----
A-18-1
<PAGE>
Exhibit A-19
CUSIP 693 48L PC7
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-4
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended (the "Code"). The issue date (the "Date") of this Certificate is
September 30, 1997. The rate at which interest is payable as of the Issue
Date with respect to this Certificate is 7.250% per annum. [Assuming that
the Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 250% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
NO TRANSFER OF ANY CLASS B-4 CERTIFICATE SHALL BE MADE UNLESS THE
TRANSFEREE PROVIDES THE COMPANY AND THE TRUSTEE WITH (i) A
TRANSFEREE'S AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT G TO
THE POOLING AGREEMENT, AND (ii) EITHER (a) AN AFFIDAVIT
SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO EXHIBIT G TO THE POOLING
AGREEMENT THAT THE PROPOSED TRANSFEREE IS NOT 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, OR (b) 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, THE
CERTIFICATE TRUST FUND, THE MORTGAGE TRUST FUND OR THE COMPANY. 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.
The Class B-4 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1997-5 Portion of the Class B-4 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class B-4 Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B-4 Principal Balance
as of the Cut-Off Date: $1,575,647.00
------------------------ Certificate No.
Registered Owner ----
Exhibit A-20
CUSIP 693 48L PD5
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-5
A-19-1
<PAGE>
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended (the "Code"). The issue date (the "Date") of this Certificate is
September 30, 1997. The rate at which interest is payable as of the Issue
Date with respect to this Certificate is 7.250% per annum. [Assuming that
the Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 250% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
NO TRANSFER OF ANY CLASS B-5 CERTIFICATE SHALL BE MADE UNLESS THE
TRANSFEREE PROVIDES THE COMPANY AND THE TRUSTEE WITH (i) A
TRANSFEREE'S AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT G TO
THE POOLING AGREEMENT, AND (ii) EITHER (a) AN AFFIDAVIT
SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO EXHIBIT G TO THE POOLING
AGREEMENT THAT THE PROPOSED TRANSFEREE IS NOT 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, OR (b) 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, THE
CERTIFICATE TRUST FUND, THE MORTGAGE TRUST FUND OR THE COMPANY. 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.
The Class B-5 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1997-5 Portion of the Class B-5 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class B-5 Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B-5 Principal Balance
as of the Cut-Off Date: $700,287.00
------------------------ Certificate No.
Registered Owner ----
Exhibit A-21
CUSIP 693 48L PE3
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-6
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
A-20-1
<PAGE>
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
September 30, 1997. The rate at which interest is payable as of the Issue
Date with respect to this Certificate is 7.250% per annum. [Assuming that
the Mortgage Loans underlying the Certificates prepay at the prepayment
assumption used by the issuer in pricing this Certificate (I.E., 250% of the
Basic Prepayment Assumption as described in the Prospectus Supplement), this
Certificate has been issued with original issue discount ("OID") of no more
than $ per $100,000 of initial Certificate Principal Balance, the
yield to maturity is %, and the amount of OID attributable to the short
period is not more than $ per $100,000 of initial Certificate
Principal Balance, computed under the exact method. No representation is
made that the Mortgage Loans will prepay at a rate based on the Basic
Prepayment Rate or any other rate.]
NO TRANSFER OF ANY CLASS B-6 CERTIFICATE SHALL BE MADE UNLESS THE
TRANSFEREE PROVIDES THE COMPANY AND THE TRUSTEE WITH (i) A
TRANSFEREE'S AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT G TO
THE POOLING AGREEMENT, AND (ii) EITHER (a) AN AFFIDAVIT
SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO EXHIBIT G TO THE POOLING
AGREEMENT THAT THE PROPOSED TRANSFEREE IS NOT 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, OR (b) 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, THE
CERTIFICATE TRUST FUND, THE MORTGAGE TRUST FUND OR THE COMPANY. 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.
The Class B-6 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1997-5 Portion of the Class B-6 Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------
Class B-6 Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B-6 Principal Balance
as of the Cut-Off Date: $1,255,508.65
------------------------ Certificate No.
Registered Owner ----
A-21-1
<PAGE>
Exhibit B-1
CUSIP 693 48L PA1
MORTGAGE PASS-THROUGH 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.
NO TRANSFER OF ANY CLASS R-1 CERTIFICATE SHALL BE MADE UNLESS THE TRANSFEREE
PROVIDES THE COMPANY AND THE TRUSTEE WITH 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 UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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, THE CERTIFICATE TRUST FUND, THE MORTGAGE
TRUST FUND OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1997-5 Percentage Interest evidenced by this
Class R-1 Certificate in the
distributions to be made with respect to
the Class R-1 Certificate: _______.%
Class R-1 Remittance Rate: 7.250%.
Additionally 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: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class R-1 Principal Balance
as of the Cut-Off Date: $50.00
------------------------ Certificate No.
Registered Owner ----
Exhibit B-2
CUSIP 693 48L NZ8
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates, evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY
AND THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS
B-1-1
<PAGE>
NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF,
ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO
THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFER TO IMPEDE THE ASSESSMENT
OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS
R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
NO TRANSFER OF ANY CLASS R CERTIFICATE SHALL BE MADE UNLESS THE TRANSFEREE
PROVIDES THE COMPANY AND THE TRUSTEE WITH 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 UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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, THE CERTIFICATE TRUST FUND, THE MORTGAGE
TRUST FUND OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1997-5 Percentage Interest evidenced by this
Class R Certificate in the distributions
to be made with respect to the Class R
Certificate:_____ %
Class R Remittance Rate: 7.250%.
Additionally the Class R Certificates
are entitled to the Residual
Distribution Amount as defined
in the Pooling Agreement.
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class R Principal Balance
as of the Cut-Off Date: $50.00
------------------------ Certificate No.
Registered Owner ----
Exhibit C-1
MORTGAGE TRUST CERTIFICATE
Class A1-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit", as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997.
C-1-1
<PAGE>
Series 1997-5 Portion of the Class A1-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A1-1-L Remittance Rate: Based on
the following five Components:
(i) Component A1-1-L
Remittance Rate:
7.400% applied to
the Component A1-1-L
Principal Balance;
(ii) Component A1-2-L
Remittance Rate:
7.400% applied to
the Component A1-2-L
Principal Balance;
(iii) Component A1-3-L
Remittance Rate:
0.00%;
(iv) Component A1-4-L
Remittance Rate:
0.00%; and
(v) Component A1-5-L
Remittance Rate:
7.250% applied to
the Component A-1-5
Notional Amount.
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A1-L Principal Balance
as of the Cut-Off Date: $58,367,850
------------------------ Certificate No.
Registered Owner ----
C-2-1
<PAGE>
Exhibit C-2
MORTGAGE TRUST CERTIFICATE
Class A2-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997.
Series 1997-5 Portion of the Class A2-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A2-L Remittance Rate: 6.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A2-L Principal Balance
as of the Cut-Off Date: $18,990,025.00
------------------------ Certificate No.
Registered Owner ----
C-3-1
<PAGE>
Exhibit C-3
MORTGAGE TRUST CERTIFICATE
Class A3-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997.
Series 1997-5 Portion of the Class A3-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A3-L Remittance Rate: 7.400%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A3-L Principal Balance
as of the Cut-Off Date: $19,125,000.00
------------------------ Certificate No.
Registered Owner ----
C-4-1
<PAGE>
Exhibit C-4
MORTGAGE TRUST CERTIFICATE
Class A4-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997.
Series 1997-5 Portion of the Class A4-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A4-L Remittance Rate: 7.400%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A4-L Principal Balance
as of the Cut-Off Date: $5,200,000.00
------------------------ Certificate No.
Registered Owner ----
C-5-1
<PAGE>
Exhibit C-5
MORTGAGE TRUST CERTIFICATE
Class A5-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997.
Series 1997-5 Portion of the Class A5-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A5-L Remittance Rate: 7.000%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A5-L Principal Balance
as of the Cut-Off Date: $41,133,333.00
------------------------ Certificate No.
Registered Owner ----
C-6-1
<PAGE>
Exhibit C-6
MORTGAGE TRUST CERTIFICATE
Class A6-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997
Series 1997-5 Portion of the Class A6-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A6-L Remittance Rate: 7.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A6-L Principal Balance
as of the Cut-Off Date: $22,066,667.00
------------------------ Certificate No.
Registered Owner ----
C-7-1
<PAGE>
Exhibit C-7
MORTGAGE TRUST CERTIFICATE
Class A7-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997.
Series 1997-5 Portion of the Class A7-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A7-L Remittance Rate: 6.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A7-L Principal Balance
as of the Cut-Off Date: $11,050,000.00
------------------------ Certificate No.
Registered Owner ----
C-8-1
<PAGE>
Exhibit C-8
MORTGAGE TRUST CERTIFICATE
Class A8-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997.
Series 1997-5 Portion of the Class A8-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A8-L Remittance Rate: 6.750%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A8-L Principal Balance
as of the Cut-Off Date: $14,917,610.00
------------------------ Certificate No.
Registered Owner ----
C-9-1
<PAGE>
Exhibit C-9
MORTGAGE TRUST CERTIFICATE
Class A9-L
Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September
30, 1997
Series 1997-5 Portion of the Class A9-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------
Class A9-L Remittance Rate: 9.000%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A9-L Principal Balance
as of the Cut-Off Date: $34,314,211.00
------------------------ Certificate No.
Registered Owner ----
C-10-1
<PAGE>
Exhibit C-10
MORTGAGE TRUST CERTIFICATE
Class A11-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997
Series 1997-5 Portion of the Class A11-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------------
Class A11-L Remittance Rate: 7.150%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A11-L Principal Balance
as of the Cut-Off Date: $17,300,000.00
------------------------------- Certificate No.
Registered Owner ----
C-11-1
<PAGE>
Exhibit C-11
MORTGAGE TRUST CERTIFICATE
Class A12-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class A12-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
$
-----------------------------------
Class A12-L Remittance Rate: 7.150%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A12-L Principal Balance
as of the Cut-Off Date: $66,649,102.00
------------------------------- Certificate No.
Registered Owner ----
C-12-1
<PAGE>
Exhibit C-12
MORTGAGE PASS-THROUGH CERTIFICATE
Class A13-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class A13-L Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------------
Class A13-L Remittance Rate: 7.150%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A13-L Principal Balance
as of the Cut-Off Date: $18,772,000.00
------------------------------- Certificate No.
Registered Owner ----
C-12-1
<PAGE>
Exhibit C-13
MORTGAGE PASS-THROUGH CERTIFICATE
Class A14-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class A14-L Principal
Balance as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------------
Class A14-L Remittance Rate: 7.000%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class A14-L Principal Balance
as of the Cut-Off Date: $3,000,000.00
------------------------------- Certificate No.
Registered Owner ----
C-13-1
<PAGE>
Exhibit C-14
MORTGAGE TRUST CERTIFICATE
Class X-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class X Notional Amount as
of the Cut-Off Date Evidenced by this
Certificate:
$
-----------------------------------
Class X-L Remittance Rate: 7.250%
applied to the Class X Notional Amount
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class X-L Principal Balance
as of the Cut-Off Date: $22,241,969.81
------------------------------- Certificate No.
Registered Owner ----
C-14-1
<PAGE>
Exhibit C-15
MORTGAGE TRUST CERTIFICATE
Class B1-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class B1-L Principal
Amount as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------------
Class B1-L Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B1-L Principal Balance
as of the Cut-Off Date: $9,628,954.00
------------------------------- Certificate No.
Registered Owner ----
C-15-1
<PAGE>
Exhibit C-16
MORTGAGE TRUST CERTIFICATE
Class B2-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class B2-L Principal
Amount as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------------
Class B2-L Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B2-L Principal Balance
as of the Cut-Off Date: $2,626,078.00
------------------------------- Certificate No.
Registered Owner ----
C-16-1
<PAGE>
Exhibit C-17
MORTGAGE TRUST CERTIFICATE
Class B3-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class B3-L Principal
Amount as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------------
Class B3-L Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B3-L Principal Balance
as of the Cut-Off Date: $3,501,438.00
------------------------------- Certificate No.
Registered Owner ----
C-17-1
<PAGE>
Exhibit C-18
MORTGAGE TRUST CERTIFICATE
Class B4-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class B4-L Principal
Amount as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------------
Class B4-L Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B4-L Principal Balance
as of the Cut-Off Date: $1,575,647.00
------------------------------- Certificate No.
Registered Owner ----
C-18-1
<PAGE>
Exhibit C-19
MORTGAGE TRUST CERTIFICATE
Class B5-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class B5-L Principal
Amount as of the Cut-Off Date
Evidenced by this Certificate:
$
-----------------------------------
Class B5-L Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B5-L Principal Balance
as of the Cut-Off Date: $700,287.00
------------------------------- Certificate No.
Registered Owner ----
C-19-1
<PAGE>
Exhibit C-20
MORTGAGE TRUST CERTIFICATE
Class B6-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class B6-L Principal Amount
as of the Cut-Off Date Evidenced by this
Certificate:
$
-----------------------------------
Class B6-L Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class B6-L Principal Balance
as of the Cut-Off Date: $1,255,508.65
------------------------------- Certificate No.
Registered Owner ----
C-20-1
<PAGE>
Exhibit C-21
MORTGAGE TRUST CERTIFICATE
Class R-L
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is September 30,
1997.
Series 1997-5 Portion of the Class R-L Principal Amount
as of the Cut-Off Date Evidenced by this
Certificate:
$
-----------------------------------
Class R-L Remittance Rate: 7.250%
Cut-Off Date: September 1, 1997
First Distribution Date: October 27, 1997
Last Scheduled Distribution Date: October 25, 2027
Class R-L Principal Balance
as of the Cut-Off Date: $50.00
------------------------------- Certificate No.
Registered Owner ----
C-21-1
<PAGE>
EXHIBIT "D"
(vlegal.ace v1.4) Page 1
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500062500 GIORDANI,WILLIAM A 1503 WESTOVER ROAD AUSTIN TX 78703 $278,063.89 8.000 .150
500063213 BAGDADI,ALBERT 10083 QUARRYHILL PLACE PARKER CO 80134 $226,328.26 8.000 .250
500064103 MACDERMOTT,MICHAEL H 6145 VERMONT AVE MCLEAN VA 22101 $308,665.85 7.750 .150
500064122 BAXTER,JAMES M 4130 LOMAR TERRACE MOUNT AIRY MD 21771 $242,949.87 7.750 .150
500064126 HICKS,MARLOW B 52 SUTTON HILL ROAD NORTH ANDOVER MA 01845 $370,199.88 7.750 .150
500064161 WOOD,ELBERT M 11 MEADOW BROOK PLACE THE WOODLANDS TX 77382 $342,800.66 7.875 .150
500064342 RUBIN,MARK 4 SOUTH RUMSON AVENUE MARGATE NJ 08402 $362,881.67 8.500 .150
500064417 ENGLERT,ROBERT F 30 HEARTHSTONE PLACE ANDOVER MA 01810 $410,988.13 7.625 .150
500064460 LOPEZ,FRANCISCO J 2206-2208 FAIRFIELD BEACH FAIRFIELD CT 06430 $448,391.36 7.750 .150
500064466 BRIGGS,BARRY LESTER 3150 WAILEA ALANUI DRIVE KIHEI HI 96753 $249,103.49 7.875 .150
500064469 HARRIS,JANE WAGENFELD 16314 VINTAGE OAKS LANE DELRAY BEACH FL 33484 $346,631.55 8.500 .150
500064558 CREEKMORE,PATRICIA 3 LITTLE BROOK ROAD NORWALK CT 06853 $550,198.23 7.875 .150
500064562 OBRIEN,MARK H 729 SEDGEWICK DRIVE LIBERTYVILLE IL 60048 $244,301.59 7.750 .150
500064585 HART,CHARLES L 2059 LEEDOMS DRIVE NEWTOWN PA 18940 $219,092.86 7.625 .150
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
500062500 7.850 .1000 7.750 11/01/2026 092401870 $2,054.54 09/01/1997
500063213 7.750 .0500 7.700 12/01/2026 6640312 $1,671.52 09/01/1997
500064103 7.600 .1000 7.500 03/01/2027 092421401 $2,220.88 09/01/1997
500064122 7.600 .1000 7.500 03/01/2027 092407177 $1,748.05 09/01/1997
500064126 7.600 .1000 7.500 03/01/2027 092420029 $2,663.62 09/01/1997
500064161 7.725 .1000 7.625 04/01/2027 092419172 $2,494.24 09/01/1997
500064342 8.350 .1000 8.250 04/01/2027 092419647 $2,798.85 09/01/1997
500064417 7.475 .1000 7.375 04/01/2027 092425607 $2,919.65 09/01/1997
500064460 7.600 .1000 7.500 04/01/2027 092420124 $3,223.85 09/01/1997
500064466 7.725 .1000 7.625 04/01/2027 092424040 $1,812.49 09/01/1997
500064469 8.350 .1000 8.250 04/01/2027 092426181 $2,691.20 09/01/1997
500064558 7.725 .1000 7.625 05/01/2027 091890455 $4,002.38 09/01/1997
500064562 7.600 .1000 7.500 05/01/2027 092428542 $1,755.21 09/01/1997
500064585 7.475 .1000 7.375 05/01/2027 092422878 $1,557.15 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062500 360 .00 .00 .00 .000 .150 .250 $ 350,000.00 N
500063213 360 $ 284,768.00 N
500064103 360 .00 .00 .00 .000 .150 .250 $ 387,500.00 N
500064122 360 .00 .00 .00 .000 .150 .250 $ 305,000.00 N
500064126 360 .00 .00 .00 .000 .150 .250 $ 465,249.00 Y
500064161 360 .00 .00 .00 .000 .150 .250 $ 494,000.00 N
500064342 360 .00 .00 .00 .000 .150 .250 $ 455,000.00 N
500064417 360 .00 .00 .00 .000 .150 .250 $ 518,000.00 N
500064460 360 .00 .00 .00 .000 .150 .250 $1,000,000.00 N
500064466 360 .00 .00 .00 .000 .150 .250 $ 333,300.00 N
500064469 360 .00 .00 .00 .000 .150 .250 $ 913,000.00 N
500064558 360 .00 .00 .00 .000 .150 .250 $ 690,000.00 N
500064562 360 .00 .00 .00 .000 .150 .250 $ 348,500.00 N
500064585 360 .00 .00 .00 .000 .150 .250 $ 297,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 2
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064587 MCCLUSKEY,HELEN E 3515 OLD PFAFFTOWN DR. WINSTON-SALEM NC 27106 $284,207.70 7.875 .150
500064611 PHILLIPS,SHERRY SHORTEN 6365 DUNE DRIVE BOROUGH OF AVAL NJ 08202 $255,838.97 8.250 .150
500064616 DYSON,DUANE 6 SLAYBACK TERRACE WEST ORANGE TOW NJ 07052 $347,468.65 8.375 .150
500064619 SELLDORFF,JAMIE 105 BANK STREET HARWICHPORT MA 01501 $157,937.01 7.625 .150
500064623 DARAFEEV,PAUL 2321 N. CAMPUS AVENUE UPLAND CA 91784 $251,299.46 7.875 .150
500064626 MEYER,LOUIS K 10644 N. OAKWILDE AVENUE STOCKTON CA 95212 $359,024.10 8.000 .150
500064659 UMANSKY,GEORGE 65 VAIL LANE WATCHUNG BOROUG NJ 07060 $348,289.94 8.500 .150
500064673 FRAZIER,SHERREE E 757 PINE AVENUE SAN JOSE CA 95125 $241,733.75 7.750 .150
500064740 CONEYS,PAUL C 12315 OLYMPIC CLUB DRIVE CHARLOTTE NC 28226 $419,080.45 7.500 .150
500064765 WALLACE,LAURA B 4N475 ROBERT FROST CIRCLE ST. CHARLES IL 60175 $258,448.05 7.750 .150
500064766 POPE,LEROY D 615 RAINFOREST LANE ALLEN TX 75013 $234,948.24 7.750 .150
500064788 BERRY,STEVEN T 13 FORGE HILL ROAD PLEASANT VALLEY CT 06063 $237,022.25 7.875 .150
500064791 DEFORNO,RICHARD E 1678 KIMBERTON ROAD WEST VINCENT TO PA 19425 $563,965.88 8.500 .150
500064812 GREENGARD,LESLIE F 45B COCHECO AVENUE BRANFORD CT 06405 $299,616.08 8.250 .150
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064587 7.725 .1000 7.625 05/01/2027 092423648 $2,066.45 09/01/1997
500064611 8.100 .1000 8.000 05/01/2027 092416167 $1,927.00 12 09/01/1997
500064616 8.225 .1000 8.125 05/01/2027 092427197 $2,654.17 2 09/01/1997
500064619 7.475 .1000 7.375 05/01/2027 092427856 $1,121.15 09/01/1997
500064623 7.725 .1000 7.625 05/01/2027 092428259 $1,827.17 09/01/1997
500064626 7.850 .1000 7.750 05/01/2027 092429569 $2,641.55 09/01/1997
500064659 8.350 .1000 8.250 05/01/2027 091892166 $2,691.20 09/01/1997
500064673 7.600 .1000 7.500 06/01/2027 092432489 $1,735.51 12 09/01/1997
500064740 7.350 .1000 7.250 06/01/2027 092430347 $2,941.95 12 09/01/1997
500064765 7.600 .1000 7.500 06/01/2027 092435299 $1,855.51 12 09/01/1997
500064766 7.600 .1000 7.500 06/01/2027 092435450 $1,686.79 12 09/01/1997
500064788 7.725 .1000 7.625 07/01/2027 092423096 $1,720.95 3 09/01/1997
500064791 8.350 .1000 8.250 06/01/2027 092431615 $4,344.36 09/01/1997
500064812 8.100 .1000 8.000 07/01/2027 092431291 $2,253.80 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500064587 360 .00 .00 .00 .000 .150 .250 $376,500.00 N
500064611 360 .00 .00 .00 .000 .150 .250 $285,000.00 N
500064616 360 .00 .00 .00 .000 .150 .250 $388,000.00 N
500064619 360 .00 .00 .00 .000 .150 .250 $198,000.00 N
500064623 360 .00 .00 .00 .000 .150 .250 $315,000.00 N
500064626 360 .00 .00 .00 .000 .150 .250 $450,000.00 N
500064659 360 .00 .00 .00 .000 .150 .250 $565,000.00 N
500064673 360 .00 .00 .00 .000 .150 .250 $285,000.00 N
500064740 360 .00 .00 .00 .000 .150 .250 $495,000.00 N
500064765 360 .00 .00 .00 .000 .150 .250 $305,000.00 N
500064766 360 .00 .00 .00 .000 .150 .250 $277,000.00 N
500064788 360 .00 .00 .00 .000 .150 .250 $282,353.00 N
500064791 360 .00 .00 .00 .000 .150 .250 $850,000.00 N
500064812 360 .00 .00 .00 .000 .150 .250 $375,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 3
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064868 JOHNSON,DOUGLAS W 1721 MADISON AVE GREENSBORO NC 27403 $257,303.10 8.000 .150
500064872 HORNE,MARY C 150 SLICE DRIVE STAMFORD CT 06907 $328,956.49 8.000 .150
500064882 ARNOLD,RONALD R 4740 BROOKRIDGE DRIVE CENTER VALLEY PA 18034 $229,666.00 7.625 .150
500064884 POURTAVOSI,YORAM 9928 ANTHONY PLACE BEVERLY HILLS CA 90210 $494,070.53 8.375 .250
500064885 MARTIN,JAMES E 916 GARDENIA DRIVE DELRAY BEACH FL 33483 $244,686.48 8.250 .150
500064886 MCKENZIE,MARY A 175 NIMITZ ROAD KERRVILLE TX 78028 $359,467.96 7.750 .150
500064924 ADAMS,MATTHEW R 129 SHELTER ROCK ROAD STAMFORD CT 06903 $366,705.60 8.000 .150
500064931 SCHMOELZER,HERBERT A 92 RACHELLE AVENUE STAMFORD CT 06902 $268,607.46 8.500 .250
500064934 COHEN,ROBERT 3 CARRIAGE PATH TWP. OF CHADDS PA 19317 $349,350.73 8.250 .150
500064959 LEACH,JULIAN P K JR 4455 SHEPPARD LANE ELLICOTT CITY MD 21042 $427,492.80 8.625 .250
500064960 SERAFINE,ARTHUR D 704 S. ELM STREET HINSDALE IL 60521 $549,259.46 8.000 .150
500064962 MOSCHELLA,MARK A & NANCY 24 SAMUAL HARRINGTON ROAD WESTBOROUGH MA 01581 $249,493.40 8.000 .250
500064963 BISIG,JEROME J & JANET K 8330 HEWLETT RD ATLANTA GA 30350 $600,106.69 8.000 .250
500064964 FOX,TIMOTHY H & JOELLE G 1118 ZIMMER DRIVE ATLANTA GA 30306 $290,110.93 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064868 7.850 .1000 7.750 07/01/2027 092431652 $1,890.54 12 09/01/1997
500064872 7.850 .1000 7.750 07/01/2027 092433551 $2,417.02 12 09/01/1997
500064882 7.475 .1000 7.375 07/01/2027 092428060 $1,627.93 09/01/1997
500064884 8.125 .0500 8.075 06/01/2027 092436465 $3,762.36 09/01/1997
500064885 8.100 .1000 8.000 07/01/2027 092436645 $1,840.60 09/01/1997
500064886 7.600 .1000 7.500 07/01/2027 092436874 $2,579.08 12 09/01/1997
500064924 7.850 .1000 7.750 07/01/2027 092434585 $2,694.38 09/01/1997
500064931 8.250 .0500 8.200 06/01/2027 092437988 $2,069.15 2 09/01/1997
500064934 8.100 .1000 8.000 07/01/2027 092440219 $2,629.43 09/01/1997
500064959 8.375 .0500 8.325 07/01/2027 092432676 $3,328.94 09/01/1997
500064960 7.850 .1000 7.750 07/01/2027 092436552 $4,035.71 09/01/1997
500064962 7.750 .0425 7.708 06/01/2027 0939587 $1,834.42 09/01/1997
500064963 7.750 .0425 7.708 06/01/2027 8367671 $4,413.60 09/01/1997
500064964 7.750 .0425 7.708 06/01/2027 0939491 $2,133.06 18 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500064868 360 .00 .00 .00 .000 .150 .250 $289,000.00 N
500064872 360 .00 .00 .00 .000 .150 .250 $366,000.00 N
500064882 360 .00 .00 .00 .000 .150 .250 $367,000.00 N
500064884 360 .00 .00 .00 .000 .250 .300 $660,000.00 N
500064885 360 .00 .00 .00 .000 .150 .250 $315,000.00 N
500064886 360 .00 .00 .00 .000 .150 .250 $400,000.00 N
500064924 360 .00 .00 .00 .000 .150 .250 $459,000.00 N
500064931 360 .00 .00 .00 .000 .250 .300 $299,000.00 N
500064934 360 .00 .00 .00 .000 .150 .250 $510,000.00 N
500064959 360 .00 .00 .00 .000 .250 .300 $535,000.00 N
500064960 360 .00 .00 .00 .000 .150 .250 $690,000.00 N
500064962 360 .00 .00 .00 .000 .250 .293 $382,000.00 N
500064963 360 .00 .00 .00 .000 .250 .293 $802,000.00 N
500064964 360 .00 .00 .00 .000 .250 .293 $323,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 4
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064965 MORETZ,CHARLES HUGH JR & 32 SEVENTY ACRE ROAD REDDING CT 06896 $291,942.45 8.375 .250
500064966 CALTABIANO,DAVID C & VICT 15423 NORTH CABRILLO DRIV FOUNTAIN HILLS AZ 85268 $267,481.31 8.375 .250
500064967 GAROFALO,ROSS J & PATRICI 45 LEDGETREE ROAD MEDFIELD MA 02052 $299,392.09 8.000 .250
500064968 EMONT,GEORGE D & PREMINGE 6212 INNES TRACE LOUISVILLE KY 40222 $225,564.69 8.250 .250
500064969 LEONARDIS,ARCHIE & ANNE 23 ROOSEVELT RD MAPLEWOOD NJ 07040 $273,485.50 8.375 .250
500064978 MCGOWAN,JOHN A & DIANNA H 328 DOVER LANE MADISON MS 39110 $299,392.10 8.000 .250
500064980 THARP,MICHAEL D & ROBIN D 529 N LINCOLN STREET HINSDALE IL 60521 $718,236.66 8.500 .250
500064981 ROBBINS,LORI C & ROBERT C 938 SEAGATE DR DELRAY BEACH FL 33483 $264,420.94 7.625 .250
500064982 TURA,DAVID G & BONNIE J 105 HEATHER CREEK RUN YOUNGSTOWN OH 44511 $251,538.76 8.500 .250
500064983 DOYLE,SCOTT W 5100 EAST 17TH AVENUE DENVER CO 80220 $260,386.77 8.125 .250
500064984 ALLEN,KEVIN C & KATHLEEN 214 W AVONDALE DR PALATINE IL 60067 $238,040.60 8.250 .250
500064985 SMITH,BRENTLEY G & CYNTHI 8202 INISTORK CT DUBLIN OH 43017 $342,116.08 8.250 .250
500064987 BANERJEE,SANJAY & JABA 1742 CANONERO DR AUSTIN TX 78746 $397,672.09 8.500 .250
500064988 ALEXANDER,TOD BRAWLEY & H 5809 BRAMBLEWOOD DRIVE RALEIGH NC 27612 $250,753.61 8.125 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064965 8.125 .0425 8.083 07/01/2027 0938367 $2,223.22 09/01/1997
500064966 8.125 .0425 8.083 07/01/2027 0939647 $2,065.12 09/01/1997
500064967 7.750 .0425 7.708 06/01/2027 0938988 $2,201.30 09/01/1997
500064968 8.000 .0425 7.958 06/01/2027 0937695 $1,697.86 09/01/1997
500064969 8.125 .0425 8.083 06/01/2027 9169354 $2,082.60 09/01/1997
500064978 7.750 .0425 7.708 06/01/2027 0939450 $2,201.29 09/01/1997
500064980 8.250 .0425 8.208 05/01/2027 0937516 $5,536.18 09/01/1997
500064981 7.375 .0425 7.333 06/01/2027 8580036 $1,875.66 09/01/1997
500064982 8.250 .0425 8.208 06/01/2027 8628978 $1,937.67 09/01/1997
500064983 7.875 .0425 7.833 06/01/2027 0939514 $1,937.92 12 09/01/1997
500064984 8.000 .0425 7.958 06/01/2027 0938301 $1,791.78 09/01/1997
500064985 8.000 .0425 7.958 05/01/2027 0938451 $2,576.84 09/01/1997
500064987 8.250 .0425 8.208 06/01/2027 0938103 $3,094.88 09/01/1997
500064988 7.875 .0425 7.833 06/01/2027 0939298 $1,865.52 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500064965 360 .00 .00 .00 .000 .250 .293 $ 397,000.00 N
500064966 360 .00 .00 .00 .000 .250 .293 $ 356,000.00 N
500064967 360 .00 .00 .00 .000 .250 .293 $ 408,000.00 N
500064968 360 .00 .00 .00 .000 .250 .293 $ 285,000.00 N
500064969 360 .00 .00 .00 .000 .250 .293 $ 344,500.00 N
500064978 360 .00 .00 .00 .000 .250 .293 $ 378,000.00 N
500064980 360 .00 .00 .00 .000 .250 .293 $1,050,000.00 N
500064981 360 .00 .00 .00 .000 .250 .293 $ 390,000.00 N
500064982 360 .00 .00 .00 .000 .250 .293 $ 330,000.00 N
500064983 360 .00 .00 .00 .000 .250 .293 $ 290,000.00 N
500064984 360 .00 .00 .00 .000 .250 .293 $ 304,350.00 N
500064985 360 .00 .00 .00 .000 .250 .293 $ 550,000.00 N
500064987 360 .00 .00 .00 .000 .250 .293 $ 565,000.00 N
500064988 360 .00 .00 .00 .000 .250 .293 $ 335,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 5
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064989 SMITH,DAVID J & FRANCINE 775 WATERTOWN STREET NEWTON MA 02165 $214,545.85 7.875 .250
500064997 JAMES,KODUVATHARA L & MAR 5812 CABIN WAY LOUISVILLE KY 40222 $645,987.97 8.250 .250
500064998 DUNLAP,OWEN M & IRISH H 1308 CANTERBURY ROAD RALEIGH NC 27608 $229,134.75 8.000 .250
500064999 MARLEY,CHARLES D JR & KEL 130 COUTRY MANOR DR YORK PA 17404 $399,209.70 8.125 .250
500065000 BROOKS,CLAUDE W &MARABETH 8935 NESBIT LAKES DR ALPHARETTA GA 30202 $349,516.69 7.875 .250
500065001 PEARSON,THOMAS O & PAMELA 4140 SAN CARLOS DR DALLAS TX 75205 $359,074.83 7.875 .250
500065002 HOGLUND,HARRY R & JO ANNE 2213 MIRAMAR LANE BUFFALO GROVE IL 60089 $254,496.18 8.125 .250
500065003 OBERT,LAWRENCE L & DOROTH 3625 NEWPORT BAY DR ALPHARETTA GA 30202 $366,154.90 8.500 .250
500065004 GAMSS,BRADLEY & NANCY L 22651 BRIDLE TRAIL KILDEER IL 60047 $299,436.68 8.375 .250
500065005 LEVY,BRENT & EVE 34735 RANCHERO ROAD EVERGREEN CO 80439 $284,436.91 8.125 .250
500065007 BOLTON,JOHN W & NANCY J 2267 GARTH RD CHARLOTTESVILLE VA 22901 $259,667.28 8.250 .250
500065008 AMMONS,TIMOTHY D & COURTN 305 GROSVENOR DRIVE RALEIGH NC 27615 $296,150.71 8.000 .250
500065010 MATHEWS,JOSEPH & KIM 3613 SHENENDOAH DALLAS TX 05205 $489,380.87 7.875 .250
500065011 MOSLE,JON L III & JENNIFE 4116 PURDUE BLVD DALLAS TX 75225 $369,514.30 8.125 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500064989 7.625 .0425 7.583 06/01/2027 0938276 $1,558.90 09/01/1997
500064997 8.000 .0425 7.958 06/01/2027 0938418 $4,883.23 09/01/1997
500064998 7.750 .0425 7.708 06/01/2027 8619355 $1,684.73 09/01/1997
500064999 7.875 .0425 7.833 06/01/2027 8618897 $2,969.99 2 09/01/1997
500065000 7.625 .0425 7.583 07/01/2027 0939352 $2,537.75 09/01/1997
500065001 7.625 .0425 7.583 07/01/2027 8673014 $2,633.46 09/01/1997
500065002 7.875 .0425 7.833 06/01/2027 0939496 $1,893.37 09/01/1997
500065003 8.250 .0425 8.208 06/01/2027 0939814 $2,821.92 09/01/1997
500065004 8.125 .0425 8.083 07/01/2027 0938709 $2,280.22 09/01/1997
500065005 7.875 .0425 7.833 06/01/2027 0940183 $2,116.12 12 09/01/1997
500065007 8.000 .0425 7.958 07/01/2027 8597936 $1,953.30 09/01/1997
500065008 7.750 .0425 7.708 07/01/2027 0939477 $2,175.98 12 09/01/1997
500065010 7.625 .0425 7.583 06/01/2027 0939430 $3,555.75 09/01/1997
500065011 7.875 .0425 7.833 07/01/2027 0939446 $2,747.24 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500064989 360 .00 .00 .00 .000 .250 .293 $289,000.00 N
500064997 360 .00 .00 .00 .000 .250 .293 $945,000.00 N
500064998 360 .00 .00 .00 .000 .250 .293 $287,000.00 N
500064999 360 .00 .00 .00 .000 .250 .293 $461,000.00 N
500065000 360 .00 .00 .00 .000 .250 .293 $456,000.00 N
500065001 360 .00 .00 .00 .000 .250 .293 $626,000.00 N
500065002 360 .00 .00 .00 .000 .250 .293 $319,001.00 N
500065003 360 .00 .00 .00 .000 .250 .293 $550,000.00 N
500065004 360 .00 .00 .00 .000 .250 .293 $500,000.00 N
500065005 360 .00 .00 .00 .000 .250 .293 $470,000.00 N
500065007 360 .00 .00 .00 .000 .250 .293 $725,000.00 N
500065008 360 .00 .00 .00 .000 .250 .293 $332,200.00 N
500065010 360 .00 .00 .00 .000 .250 .293 $613,000.00 N
500065011 360 .00 .00 .00 .000 .250 .293 $580,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 6
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065012 GYSEL,JAMES D & KATHERINE 8176 LONE OAK CT LITLETON CO 80124 $223,605.29 8.125 .250
500065014 GEMMELL,JAMES D 973 WINDSOR HILLS CIRCLE SAN JOSE CA 95123 $239,560.13 7.750 .150
500065015 KENCH,WILLIAM E 3080 DEVEREUX CHASE ROSWELL GA 30075 $223,616.56 7.500 .150
500065016 GOLDMAN,THEODORE L 2 COBBLESTONE COURT CENTERPORT NY 11707 $481,933.58 7.875 .150
500065017 BEARSE,STEPHEN B 4072 YELLOW GINGER GLEN NORCROSS GA 30092 $274,610.57 7.750 .150
500065018 SHARON,PAUL 136 88TH STREET BROOKLYN NY 11209 $287,230.06 8.250 .150
500065019 FAIRBANKS,RUSSELL N JR 5851 E SANNA STREET PARADISE VALLEY AZ 85253 $349,540.55 8.125 .150
500065020 VANDENBERG,LAWRENCE H 32310 NE 8TH ST. CARNATION WA 98014 $215,294.69 7.750 .150
500065021 WASSEF,EMIL H 52 TWIN RIDGES ROAD OSSINGING NY 10562 $269,654.48 8.250 .250
500065022 BRIGGS,ALLAN R 7615 YENNICOOK HUDSON OH 44236 $399,419.14 7.625 .150
500065023 MCKENZIE,RICHARD S 684 EAST AVENUE BOROUGH OF BAY NJ 08742 $479,401.22 8.375 .150
500065024 MEYERS,GLEN C 1705 DOUBLE ARCH COURT LAS VEGAS NV 89128 $244,969.51 8.000 .150
500065025 STECHER,DAVID W 13743 PASEO VALLE ALTO POWAY CA 92064 $678,987.53 7.500 .150
500065031 CATES,JOSHUA J & PATRICIA 395 HERON LN CHARLOTTESVILLE VA 22903 $212,809.78 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065012 7.875 .0425 7.833 07/01/2027 0940277 $1,663.20 09/01/1997
500065014 7.600 .1000 7.500 07/01/2027 092425555 $1,719.39 09/01/1997
500065015 7.350 .1000 7.250 07/01/2027 092430878 $1,565.89 09/01/1997
500065016 7.725 .1000 7.625 07/01/2027 092430907 $3,499.18 09/01/1997
500065017 7.600 .1000 7.500 07/01/2027 092431351 $1,970.13 09/01/1997
500065018 8.100 .1000 8.000 07/01/2027 092431994 $2,163.65 2 09/01/1997
500065019 7.975 .1000 7.875 07/01/2027 092435405 $2,598.74 09/01/1997
500065020 7.600 .1000 7.500 07/01/2027 092436641 $1,544.58 09/01/1997
500065021 8.000 .0500 7.950 07/01/2027 092436729 $2,028.42 12 09/01/1997
500065022 7.475 .1000 7.375 07/01/2027 092437841 $2,831.18 09/01/1997
500065023 8.225 .1000 8.125 07/01/2027 092438340 $3,648.35 09/01/1997
500065024 7.850 .1000 7.750 07/01/2027 092440561 $1,801.03 3 09/01/1997
500065025 7.350 .1000 7.250 07/01/2027 092441504 $4,754.66 09/01/1997
500065031 8.250 .0425 8.208 12/01/2026 8597723 $1,643.55 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065012 360 .00 .00 .00 .000 .250 .293 $280,000.00 N
500065014 360 .00 .00 .00 .000 .150 .250 $327,817.00 N
500065015 360 .00 .00 .00 .000 .150 .250 $279,994.55 N
500065016 360 .00 .00 .00 .000 .150 .250 $603,275.00 N
500065017 360 .00 .00 .00 .000 .150 .250 $354,458.00 N
500065018 360 .00 .00 .00 .000 .150 .250 $320,000.00 N
500065019 360 .00 .00 .00 .000 .150 .250 $710,000.00 N
500065020 360 .00 .00 .00 .000 .150 .250 $269,500.00 N
500065021 360 .00 .00 .00 .000 .250 .300 $300,000.00 N
500065022 360 .00 .00 .00 .000 .150 .250 $509,551.00 N
500065023 360 .00 .00 .00 .000 .150 .250 $600,000.00 N
500065024 360 .00 .00 .00 .000 .150 .250 $258,410.00 N
500065025 360 .00 .00 .00 .000 .150 .250 $850,000.00 N
500065031 360 .00 .00 .00 .000 .250 .293 $295,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 7
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065032 SKYE,GREGORY P & KIMBERLY 537 TURTLE CREEK DRIVE BRENTWOOD TN 37027 $561,416.53 8.250 .250
500065033 GRUNDY,PAUL G & CLARA M 3002 SENNA RIDGE TRAIL ROUND ROCK TX 78664 $235,272.27 8.000 .250
500065034 COLEMAN,JOSEPH LANCE & ST 6 WOODBRIDGE COURT MANSFIELD TX 76063 $243,492.93 7.875 .250
500065035 RIFFLE,TIMOTHY J & MCCONN 2203 DEERWOOD PKWY GREENWOOD IN 46143 $242,555.24 8.500 .250
500065036 BINDER,JOHN C & ELLEN 2525 THORNWOOD AVENUE WILMETTE IL 60091 $277,464.51 8.250 .250
500065037 COLAVITO,JOSEPH W II 2008 PALMETTO DUNES CT DULUTH GA 30155 $336,915.90 8.000 .250
500065039 SANFRATELLO WILLIAM S & D 5970 WHITESTONE SUWANEE GA 30174 $299,596.08 8.000 .250
500065045 SINGLEY,G WAYNE & SAUNDER 608 PINEWOOD DR ANNAPOLIS MD 21401 $279,432.60 8.000 .250
500065046 RIVERS,STEVEN BARWICK & T 4555 TRUSSVILLE CLAY RD TRUSSVILLE AL 35173 $239,537.71 8.250 .250
500065047 O'NEAL,RODGER A & ANGELA 8942 SOUTH KITTIWAKE STRE LITTLETON CO 80124 $247,497.44 8.000 .250
500065048 LEGGETT,MARTHA E 6242 CHEVY CHASE DRIVE HOUSTON TX 77057 $301,771.56 7.875 .250
500065049 PUE,CHARLES A & EATON,LYN 6944 PERRY DRIVE WORTHINGTON OH 43085 $294,601.82 8.000 .250
500065050 JAMIESON,DAVID M & GINEVR 1214 EDGEBROOK DRIVE MODESTO CA 95354 $245,526.15 8.250 .250
500065051 PATTON,K FRANKLIN 1647 MOUNTAIN SHADOW STONE MOUNTAIN GA 30087 $598,844.28 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065032 8.000 .0425 7.958 06/01/2027 0937874 $4,225.88 09/01/1997
500065033 7.750 .0425 7.708 06/01/2027 8619869 $1,729.86 15 09/01/1997
500065034 7.625 .0425 7.583 06/01/2027 8429709 $1,769.17 09/01/1997
500065035 8.250 .0425 8.208 06/01/2027 8618611 $1,868.46 09/01/1997
500065036 8.000 .0425 7.958 06/01/2027 0938288 $2,088.53 09/01/1997
500065037 7.750 .0425 7.708 06/01/2027 0938242 $2,477.19 09/01/1997
500065039 7.750 .0425 7.708 07/01/2027 0938561 $2,201.30 09/01/1997
500065045 7.750 .0425 7.708 06/01/2027 8629303 $2,054.55 09/01/1997
500065046 8.000 .0425 7.958 06/01/2027 8644524 $1,803.05 2 09/01/1997
500065047 7.750 .0425 7.708 06/01/2027 0939979 $1,819.74 12 09/01/1997
500065048 7.625 .0425 7.583 06/01/2027 9175060 $2,192.61 09/01/1997
500065049 7.750 .0425 7.708 06/01/2027 0939456 $2,166.07 12 09/01/1997
500065050 8.000 .0425 7.958 06/01/2027 9163557 $1,848.12 09/01/1997
500065051 8.000 .0425 7.958 06/01/2027 8644307 $4,507.61 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065032 360 .00 .00 .00 .000 .250 .293 $750,000.00 N
500065033 360 .00 .00 .00 .000 .250 .293 $265,777.00 N
500065034 360 .00 .00 .00 .000 .250 .293 $313,000.00 N
500065035 360 .00 .00 .00 .000 .250 .293 $315,000.00 N
500065036 360 .00 .00 .00 .000 .250 .293 $478,000.00 N
500065037 360 .00 .00 .00 .000 .250 .293 $422,000.00 N
500065039 360 .00 .00 .00 .000 .250 .293 $399,900.00 N
500065045 360 .00 .00 .00 .000 .250 .293 $350,000.00 N
500065046 360 .00 .00 .00 .000 .250 .293 $275,000.00 N
500065047 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
500065048 360 .00 .00 .00 .000 .250 .293 $378,000.00 N
500065049 360 .00 .00 .00 .000 .250 .293 $328,000.00 N
500065050 360 .00 .00 .00 .000 .250 .293 $307,500.00 N
500065051 360 .00 .00 .00 .000 .250 .293 $750,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 8
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065052 OUTLAND,DONALD R & SUSAN 9047 NORTH 126TH STREET SCOTTSDALE AZ 85259 $250,316.90 8.250 .250
500065053 SCOGGIN,LARRY E 15821 HOLLINGBOURNE RD HUNTERSVILLE NC 28078 $225,138.68 7.875 .150
500065054 CAMPLIN,ERIC S 1441 NEWTON AVENUE BATAVIA IL 60510 $226,531.23 8.625 .250
500065057 TERRY,ROBERT M 1510 SPRUCE COURT SOUTHLAKE TX 76092 $233,635.01 8.000 .150
500065058 MORAN,JOHN P 721 CADILLAC DRIVE SCOTTS VALLEY CA 95066 $311,673.50 7.375 .150
500065059 DAVILA,LUIS V 1503 KEATS NAPERVILLE IL 60564 $218,190.58 7.750 .150
500065060 PROCTOR,MARK 2364 SUNSET CURVE UPLAND CA 91784 $431,432.91 8.125 .150
500065062 BAUGHMAN,WILLIAM S & Z IL 69 HILLSIDE AVENUE NEWTON MA 02165 $341,770.11 7.750 .250
500065063 PHIPPS,BRUCE E & JACOBSON 15 S SCHULTZ RD TELFORD PA 18969 $251,476.31 7.875 .250
500065064 SPIVACK,SHERYL M 3622 PROSPECT STREET NW WASHINGTON DC 20007 $214,338.29 7.625 .250
500065065 LARSON,STUART W & ANNE M 151 OLD BRIDGE RD DANVILLE KY 40422 $220,064.34 8.125 .250
500065066 WATERS,THERESA STONE & KE 365 STONEHAVEN DRIVE MANDEVILLE LA 70471 $246,460.27 7.625 .250
500065067 PEMBERTON,STEPHEN W & JUL 9405 SOUTH LARK SPARROW HIGHLANDS RANCH CO 80126 $258,112.49 7.875 .250
500065068 NEWMAN,MICHAEL & KAREN 96 CARL PL WESTWOOD NJ 07675 $159,181.08 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065052 8.000 .0425 7.958 06/01/2027 9070640 $1,884.18 14 09/01/1997
500065053 7.725 .1000 7.625 07/01/2027 092427604 $1,634.67 2 09/01/1997
500065054 8.375 .0500 8.325 07/01/2027 092433325 $1,764.03 09/01/1997
500065057 7.850 .1000 7.750 07/01/2027 092439161 $1,716.64 12 09/01/1997
500065058 7.225 .1000 7.125 07/01/2027 092440159 $2,155.94 12 09/01/1997
500065059 7.600 .1000 7.500 07/01/2027 092441249 $1,565.36 09/01/1997
500065060 7.975 .1000 7.875 07/01/2027 092441992 $3,207.59 09/01/1997
500065062 7.500 .0425 7.458 06/01/2027 0938946 $2,453.72 09/01/1997
500065063 7.625 .0425 7.583 06/01/2027 0939165 $1,827.18 12 09/01/1997
500065064 7.375 .0425 7.333 07/01/2027 8575103 $1,519.28 09/01/1997
500065065 7.875 .0425 7.833 06/01/2027 8657531 $1,637.21 12 09/01/1997
500065066 7.375 .0425 7.333 06/01/2027 0937861 $1,748.25 09/01/1997
500065067 7.625 .0425 7.583 06/01/2027 0939681 $1,875.39 09/01/1997
500065068 8.250 .0425 8.208 06/01/2027 9168950 $1,230.27 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065052 360 .00 .00 .00 .000 .250 .293 $264,000.00 N
500065053 360 .00 .00 .00 .000 .150 .250 $237,337.00 N
500065054 360 .00 .00 .00 .000 .250 .300 $283,500.00 N
500065057 360 .00 .00 .00 .000 .150 .250 $260,000.00 N
500065058 360 .00 .00 .00 .000 .150 .250 $380,000.00 N
500065059 360 .00 .00 .00 .000 .150 .250 $278,500.00 N
500065060 360 .00 .00 .00 .000 .150 .250 $540,000.00 N
500065062 360 .00 .00 .00 .000 .250 .293 $692,500.00 N
500065063 360 .00 .00 .00 .000 .250 .293 $280,000.00 N
500065064 360 .00 .00 .00 .000 .250 .293 $670,000.00 N
500065065 360 .00 .00 .00 .000 .250 .293 $245,000.00 N
500065066 360 .00 .00 .00 .000 .250 .293 $314,000.00 N
500065067 360 .00 .00 .00 .000 .250 .293 $345,000.00 N
500065068 360 .00 .00 .00 .000 .250 .293 $270,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 9
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065069 HUBER,AMY JO & STEPHAN D 8905 AYRSHIRE AVE LOUISVILLE KY 40222 $379,513.71 8.250 .250
500065105 KLOSE,DALE F & GWENN N 85 BISHOP LANE SOUTH RUSSELL OH 44022 $209,585.09 8.125 .250
500065106 PAPPAS,ROBERT T & BARBARA 439 ENGELWOOD COURT POWELL OH 43065 $393,740.12 8.250 .250
500065107 HARNISH,STEVEN & MARY BET 4115 BEVERLY RD ROCKVILLE MD 20853 $339,542.22 8.000 .250
500065108 WORL,ROGER E & TERESA 936 WINDY HILL CT RUSSIAVILLE IN 46979 $222,891.30 8.500 .250
500065109 CIRLINCIONE,JOSEPH & LILI 370 ARTHUR COURT ROSELLE IL 60172 $233,311.09 8.375 .250
500065129 MCGOFF,DAVID P 50 PENNOCK ROAD ASHLAND MA 01721 $281,959.72 8.250 .150
500065130 TRIBIE,EMMANUEL 6 WHITEFIELD DRIVE TRUMBULL CT 06611 $224,697.05 8.000 .150
500065131 MACHIN,LOUIS M 22 DEVON PLACE BOROUGH OF NEW NJ 07974 $254,390.32 8.500 .150
500065132 EASTER,THOMAS G II 5853 DIAMOND POINT CIRCLE EL PASO TX 79912 $322,597.08 8.375 .150
500065133 KRASS,MARC S 9806 INDIAN SPRINGS DRIVE CINCINNATI OH 45241 $228,528.87 8.625 .150
500065134 WILLIAMS,SYDNEY J JR 298 MOORING LINE DRIVE NAPLES FL 34102 $498,743.81 8.375 .250
500065135 CARLSON,GLENN 3 PALM COURT HANOVER TOWNSHI NJ 07936 $287,521.27 8.125 .150
500065136 ZAMORSKI,MICHAEL J 3300 WRENN HOUSE CT. HERNDON VA 20171 $222,000.69 8.000 .150
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065069 8.000 .0425 7.958 07/01/2027 8657720 $2,854.82 09/01/1997
500065105 7.875 .0425 7.833 06/01/2027 8611690 $1,559.25 09/01/1997
500065106 8.000 .0425 7.958 06/01/2027 0938361 $2,963.75 09/01/1997
500065107 7.750 .0425 7.708 07/01/2027 8575098 $2,494.80 09/01/1997
500065108 8.250 .0425 8.208 06/01/2027 8585420 $1,716.99 09/01/1997
500065109 8.125 .0425 8.083 06/01/2027 0938278 $1,776.67 12 09/01/1997
500065129 8.100 .1000 8.000 07/01/2027 092427312 $2,120.98 2 09/01/1997
500065130 7.850 .1000 7.750 07/01/2027 092432081 $1,650.97 09/01/1997
500065131 8.350 .1000 8.250 07/01/2027 092432804 $1,958.42 12 09/01/1997
500065132 8.225 .1000 8.125 07/01/2027 092433720 $2,455.03 3 09/01/1997
500065133 8.475 .1000 8.375 07/01/2027 092434044 $1,779.58 09/01/1997
500065134 8.125 .0500 8.075 05/01/2027 092434205 $3,800.36 09/01/1997
500065135 7.975 .1000 7.875 07/01/2027 092435347 $2,138.39 09/01/1997
500065136 7.850 .1000 7.750 07/01/2027 092435456 $1,631.16 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065069 360 .00 .00 .00 .000 .250 .293 $ 480,000.00 N
500065105 360 .00 .00 .00 .000 .250 .293 $ 324,550.00 N
500065106 360 .00 .00 .00 .000 .250 .293 $ 495,000.00 N
500065107 360 .00 .00 .00 .000 .250 .293 $ 470,000.00 N
500065108 360 .00 .00 .00 .000 .250 .293 $ 285,000.00 N
500065109 360 .00 .00 .00 .000 .250 .293 $ 275,000.00 N
500065129 360 .00 .00 .00 .000 .150 .250 $ 313,693.00 N
500065130 360 .00 .00 .00 .000 .150 .250 $ 305,000.00 N
500065131 360 .00 .00 .00 .000 .150 .250 $ 283,000.00 N
500065132 360 .00 .00 .00 .000 .150 .250 $ 380,000.00 N
500065133 360 .00 .00 .00 .000 .150 .250 $ 286,000.00 N
500065134 360 .00 .00 .00 .000 .250 .300 $1,500,000.00 N
500065135 360 .00 .00 .00 .000 .150 .250 $ 394,000.00 N
500065136 360 .00 .00 .00 .000 .150 .250 $ 234,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 10
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065137 ROSE,JOHN 123 POPLAR AVENUE TWP. OF RADNOR PA 19087 $284,853.23 8.500 .150
500065138 ECHOLS,MARGARET A 3319 MONTICELLO BLOOMINGTON IL 61704 $229,174.99 7.750 .250
500065140 ROBERTSON,IAN 24 LOWELL AVENUE SAN RAFAEL CA 94901 $259,675.66 8.375 .150
500065141 LARSON,DANA J 823 SW 298TH STREET FEDERAL WAY WA 98023 $215,709.17 8.000 .150
500065142 MILLER,JOHN J 4 BISHOPS WAY NORTH READING MA 01864 $249,335.07 7.625 .150
500065143 RASMUSSEN,CHARLES A 1163 ANCIENT OAKS DRIVE BARTLETT IL 60103 $256,154.63 8.000 .150
500065145 GRASSO,JEFFREY J 19 RIDGE ROAD NEWTOWN CT 06470 $211,606.37 8.250 .150
500065146 THOMPKINS,MICHELLE A 679 BALDWIN LANE LANGHORNE PA 19047 $246,532.39 7.500 .150
500065148 ROGERS,BRADFORD N 506 RIDGE COURT CRANBERRY PA 16066 $224,665.00 7.500 .150
500065149 HIGHLANDER,DENNIS EARL 5201 SILVER LAKE DRIVE PLANO TX 75093 $638,947.72 7.000 .150
500065150 MAURY,NICOLE M 406 PRESTWICK COURT HOUSTON TX 77057 $479,634.76 7.375 .150
500065210 ROMERO,ANTHONY 1412 PACIFIC STREET SANTA MONICA CA 90405 $268,641.08 8.500 .250
500065211 BOYKIN,RICHARD A 230 PINE ROAD DAVIDSON NC 28036 $571,869.95 8.000 .150
500065212 CARLSON,KAREN 250 TWADDELL MILL ROAD CENTERVILLE DE 19807 $317,175.99 7.750 .150
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065137 8.350 .1000 8.250 07/01/2027 092435845 $2,192.94 09/01/1997
500065138 7.500 .0500 7.450 07/01/2027 092437506 $1,644.17 12 09/01/1997
500065140 8.225 .1000 8.125 07/01/2027 092438081 $1,976.19 09/01/1997
500065141 7.850 .1000 7.750 07/01/2027 092439394 $1,584.93 3 09/01/1997
500065142 7.475 .1000 7.375 07/01/2027 092439795 $1,769.48 09/01/1997
500065143 7.850 .1000 7.750 07/01/2027 092439985 $1,882.11 12 09/01/1997
500065145 8.100 .1000 8.000 07/01/2027 092440825 $1,705.38 09/01/1997
500065146 7.350 .1000 7.250 07/01/2027 092441453 $1,726.36 3 09/01/1997
500065148 7.350 .1000 7.250 07/01/2027 092442022 $1,573.23 12 09/01/1997
500065149 6.850 .1000 6.750 07/01/2027 092443925 $4,257.94 09/01/1997
500065150 7.225 .1000 7.125 08/01/2027 092444126 $3,315.24 09/01/1997
500065210 8.250 .0500 8.200 07/01/2027 092427261 $2,068.38 09/01/1997
500065211 7.850 .1000 7.750 08/01/2027 092435476 $4,208.87 09/01/1997
500065212 7.600 .1000 7.500 08/01/2027 092435520 $2,273.89 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065137 360 .00 .00 .00 .000 .150 .250 $356,500.00 N
500065138 360 .00 .00 .00 .000 .250 .300 $255,000.00 N
500065140 360 .00 .00 .00 .000 .150 .250 $325,000.00 N
500065141 360 .00 .00 .00 .000 .150 .250 $250,000.00 N
500065142 360 .00 .00 .00 .000 .150 .250 $455,000.00 N
500065143 360 .00 .00 .00 .000 .150 .250 $285,000.00 N
500065145 360 .00 .00 .00 .000 .150 .250 $290,000.00 N
500065146 360 .00 .00 .00 .000 .150 .250 $259,900.00 N
500065148 360 .00 .00 .00 .000 .150 .250 $250,000.00 N
500065149 360 .00 .00 .00 .000 .150 .250 $800,000.00 N
500065150 360 .00 .00 .00 .000 .150 .250 $640,000.00 N
500065210 360 .00 .00 .00 .000 .250 .300 $428,500.00 N
500065211 360 .00 .00 .00 .000 .150 .250 $717,000.00 N
500065212 360 .00 .00 .00 .000 .150 .250 $423,200.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 11
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065214 WOODROW,GERALD P 6341 E. ALTA HACIENDA DRI SCOTTSDALE AZ 85251 $299,064.00 8.375 .150
500065215 AUSTIN,H BRENT 9 LONG TIMBERS TRAIL HOUSTON TX 77024 $898,788.21 8.000 .150
500065216 JOHNSON,SCOTT E 36 ST. ANDREW'S WAY GLASTONBURY CT 06033 $238,835.52 7.875 .150
500065218 VONEIFF,LLOYD 0195 RIVER RUN ROAD KEYSTONE CO 80435 $239,596.96 8.000 .150
500065219 CARLUCCI,DANIEL 291 WEST STREET NORTHBORO MA 01532 $333,781.52 8.125 .150
500065220 BURKHALTER,MICHAEL TERRY 146 PROSPECT HILL NASHVILLE TN 37205 $359,527.43 8.125 .150
500065221 FERRERO,KEVIN W 1013 ROUND HILL CIRCLE NAPA CA 94558 $237,336.55 7.875 .150
500065222 LEIMAN,OREN 1348 EUCLID AVENUE BERKELEY CA 94708 $283,778.45 7.250 .150
500065223 RUGGIERI,JOHN 8 MIRABELLE COURT MOUNT SINAI NY 11766 $233,900.00 7.750 .150
500065225 EDWARDS,SCOTT P & MARY C 12310 IRONSTONE ROAD ST LOUIS MO 63131 $306,648.54 7.875 .250
500065238 HARRINGTON,TIMOTHY C 7 MEADOW RIDGE DRIVE CORTE MADERA CA 94925 $449,674.31 7.625 .150
500065240 PRICHARD,KEN 2 N 840 BOWGREN ELBURN IL 60119 $234,829.91 7.625 .150
500065241 ROSS,STEVEN E 477 CENTER STREET LAGUNA BEACH CA 92651 $398,689.13 8.250 .250
500065244 GATES,MICHAEL L 155 VISTA DEL SOL CORRALES NM 87048 $277,347.24 8.000 .150
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065214 8.225 .1000 8.125 08/01/2027 092437229 $2,274.52 3 09/01/1997
500065215 7.850 .1000 7.750 07/01/2027 092437977 $6,603.88 09/01/1997
500065216 7.725 .1000 7.625 08/01/2027 092438374 $1,732.92 09/01/1997
500065218 7.850 .1000 7.750 07/01/2027 092440894 $1,760.45 09/01/1997
500065219 7.975 .1000 7.875 08/01/2027 092441026 $2,479.94 09/01/1997
500065220 7.975 .1000 7.875 07/01/2027 092441040 $2,672.99 12 09/01/1997
500065221 7.725 .1000 7.625 08/01/2027 092441380 $1,722.04 12 09/01/1997
500065222 7.100 .1000 7.000 08/01/2027 092442547 $1,937.38 09/01/1997
500065223 7.600 .1000 7.500 08/01/2027 092442915 $1,675.69 12 08/01/1997
500065225 7.625 .0500 7.575 02/01/2027 033146 $2,247.72 09/01/1997
500065238 7.475 .1000 7.375 08/01/2027 092432655 $3,185.07 09/01/1997
500065240 7.475 .1000 7.375 08/01/2027 092434757 $1,663.32 09/01/1997
500065241 8.000 .0500 7.950 07/01/2027 092435854 $2,999.06 09/01/1997
500065244 7.850 .1000 7.750 08/01/2027 092440271 $2,037.30 2 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065214 360 .00 .00 .00 .000 .150 .250 $ 315,000.00 N
500065215 360 .00 .00 .00 .000 .150 .250 $1,200,000.00 N
500065216 360 .00 .00 .00 .000 .150 .250 $ 306,106.00 N
500065218 360 .00 .00 .00 .000 .150 .250 $ 299,900.00 N
500065219 360 .00 .00 .00 .000 .150 .250 $ 425,000.00 N
500065220 360 .00 .00 .00 .000 .150 .250 $ 400,000.00 N
500065221 360 .00 .00 .00 .000 .150 .250 $ 250,000.00 N
500065222 360 .00 .00 .00 .000 .150 .250 $ 355,000.00 N
500065223 360 .00 .00 .00 .000 .150 .250 $ 259,900.00 N
500065225 360 .00 .00 .00 .000 .250 .300 $ 455,000.00 N
500065238 360 .00 .00 .00 .000 .150 .250 $ 589,500.00 N
500065240 360 .00 .00 .00 .000 .150 .250 $ 295,000.00 N
500065241 360 .00 .00 .00 .000 .250 .300 $ 575,000.00 N
500065244 360 .00 .00 .00 .000 .150 .250 $ 308,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 12
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065245 HARRIS,LEWIS R 349 WESTLAKE TERRACE PALM SPRINGS CA 92264 $104,658.89 8.000 .150
500065246 KERKOFF,DAVID P 18 TWIN PINES ROAD DOWNINGTOWN PA 19335 $245,651.64 7.750 .250
500065247 HUMMEL,CRAIG T 18131 NE 154 STREET WOODINVILLE WA 98072 $262,968.90 7.875 .150
500065257 FREDERICKS,TONY A 35 LORRAINE DRIVE ASHLAND MA 01721 $271,839.41 8.625 .150
500065258 WEISSMAN,LAWRENCE P 540 TROTTERS RIDGE ROSWELL GA 30075 $219,863.26 8.375 .150
500065261 SOJA,GAIL W 375 SHUNPIKE ROAD CHATHAM NJ 07928 $261,424.47 8.000 .150
500065262 NADASI,JOHN P 36 HUDSON AVENUE IRVINGTON NY 10533 $229,845.67 8.000 .150
500065265 CRONE,MICHAEL S 630 LORD ROAD FAIRVIEW PA 16415 $220,651.85 8.000 .150
500065267 FEDERMAN,JEROLD 195 GREEN MOUNTAIN DRIVE PALM DESERT CA 92211 $283,818.90 8.250 .250
500065268 VANE,CHRISTOPHER 16873 BOSQUE DRIVE ENCINO CA 91436 $547,650.56 8.250 .250
500065269 BORENSTEIN,HENRY 3443 DANIELLA COURT CALABASAS CA 91302 $349,746.68 7.625 .150
500065270 ALLDAY,STEVEN C DVM 726 ANTIOCH ROAD SHELBYVILLE KY 40065 $314,734.33 8.250 .150
500065272 BRINDISI,JON A 73 SOUTH AVE NEW CANAAN CT 06840 $230,848.89 8.125 .150
500065281 DOWLING,GARY F 210 SCURLOCK COURT FRANKLIN TN 37067 $310,912.62 8.250 .150
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065245 7.850 .1000 7.750 07/01/2027 092440304 $ 768.99 09/01/1997
500065246 7.500 .0500 7.450 07/01/2027 092440449 $1,762.37 3 09/01/1997
500065247 7.725 .1000 7.625 08/01/2027 092443466 $1,908.02 3 09/01/1997
500065257 8.475 .1000 8.375 08/01/2027 092423771 $2,115.59 09/01/1997
500065258 8.225 .1000 8.125 08/01/2027 092428360 $1,672.16 3 09/01/1997
500065261 7.850 .1000 7.750 08/01/2027 092434661 $1,919.53 09/01/1997
500065262 7.850 .1000 7.750 08/01/2027 092437248 $1,687.66 09/01/1997
500065265 7.850 .1000 7.750 08/01/2027 092439731 $1,620.15 09/01/1997
500065267 8.000 .0500 7.950 08/01/2027 092441404 $2,133.60 09/01/1997
500065268 8.000 .0500 7.950 08/01/2027 092441654 $4,116.94 09/01/1997
500065269 7.475 .1000 7.375 08/01/2027 092441777 $2,477.28 09/01/1997
500065270 8.100 .1000 8.000 08/01/2027 092441780 $2,366.49 09/01/1997
500065272 7.975 .1000 7.875 08/01/2027 092442203 $1,715.17 09/01/1997
500065281 8.100 .1000 8.000 08/01/2027 092430297 $2,337.27 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065245 360 .00 .00 .00 .000 .150 .250 $131,000.00 N
500065246 360 .00 .00 .00 .000 .250 .300 $266,000.00 N
500065247 360 .00 .00 .00 .000 .150 .250 $277,000.00 N
500065257 360 .00 .00 .00 .000 .150 .250 $340,000.00 N
500065258 360 .00 .00 .00 .000 .150 .250 $250,000.00 N
500065261 360 .00 .00 .00 .000 .150 .250 $327,050.00 N
500065262 360 .00 .00 .00 .000 .150 .250 $340,000.00 N
500065265 360 .00 .00 .00 .000 .150 .250 $276,000.00 N
500065267 360 .00 .00 .00 .000 .250 .300 $355,000.00 N
500065268 360 .00 .00 .00 .000 .250 .300 $685,000.00 N
500065269 360 .00 .00 .00 .000 .150 .250 $565,000.00 N
500065270 360 .00 .00 .00 .000 .150 .250 $420,000.00 N
500065272 360 .00 .00 .00 .000 .150 .250 $450,000.00 N
500065281 360 .00 .00 .00 .000 .150 .250 $345,679.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 13
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065283 FICK,GARY M 50 JACOBS LADDER COURT SEVERNA PARK MD 21146 $263,591.28 8.250 .250
500065284 GARDNER,MICHAEL J 26 W 049 MARION AVE. WHEATON IL 60187 $264,812.97 7.750 .150
500065285 BLIZIOTIS,CHUCK 106 OLD LYME ROAD CHAPPAQUA NY 10514 $449,727.38 8.500 .250
500065309 LAIRD,DAVID 5455 EAST HARBOR VILLAGE VERO BEACH FL 32967 $299,808.70 8.250 .150
500065318 ZIMBLE,LESLIE L 65 WEDGEWOOD DRIVE EASTON MA 02356 $296,774.68 8.625 .150
500065346 MULROY,THOMAS F 832 SCHIRRA DRIVE BOROUGH OF ORAD NJ 07649 $499,681.17 8.250 .150
500065347 CINCOTTA,JOSEPH A 81 PARK STREET TENAFLY BOROUGH NJ 07670 $267,833.43 8.375 .150
500065348 BALLARD,BRUCE D 41 HARRIS ROAD BEDFORD HILLS NY 10507 $399,751.38 8.375 .150
500065363 ECKOLS,ROMAN M & LEDITH 4876 PADDINGTON POWELL OH 43065 $586,405.99 8.000 .250
500065366 BROWN,FREDERICK J 112 SHADE STONE WAY LONDON BRITAIN PA 19350 $436,714.14 8.125 .150
500065372 COLLINS,DAVID 28 BROOKSIDE TERRACE TOWNSHIP OF VER NJ 07044 $220,359.40 8.250 .150
500065374 PARKER,GUY A 7190 LA CIENEGA STREET LAS VEGAS NV 89119 $250,231.98 8.000 .150
500065403 POLLACK,LAWRENCE 2944 CHERYL ROAD MERRICK NY 11566 $320,800.00 8.375 .150
500065406 BEARDSLEY,ROBERT W 47 E LIBERTY AVE HILLSDALE NJ 07642 $216,000.00 8.125 .150
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065283 8.000 .0500 7.950 06/01/2027 092432514 $1,984.10 12 09/01/1997
500065284 7.600 .1000 7.500 08/01/2027 092436228 $1,898.49 09/01/1997
500065285 8.250 .0500 8.200 08/01/2027 092437074 $3,460.12 09/01/1997
500065309 8.100 .1000 8.000 08/01/2027 092442267 $2,253.80 09/01/1997
500065318 8.475 .1000 8.375 08/01/2027 092430864 $2,309.65 3 09/01/1997
500065346 8.100 .1000 8.000 08/01/2027 092437191 $3,756.33 09/01/1997
500065347 8.225 .1000 8.125 08/01/2027 092438327 $2,036.99 09/01/1997
500065348 8.225 .1000 8.125 08/01/2027 092440342 $3,040.29 09/01/1997
500065363 7.750 .0500 7.700 05/01/2027 0937572 $4,314.54 09/01/1997
500065366 7.975 .1000 7.875 08/01/2027 092413653 $3,244.71 09/01/1997
500065372 8.100 .1000 8.000 08/01/2027 092441520 $1,656.54 09/01/1997
500065374 7.850 .1000 7.750 08/01/2027 092442507 $1,837.35 09/01/1997
500065403 8.225 .1000 8.125 09/01/2027 092433143 $2,438.31 09/01/1997
500065406 7.975 .1000 7.875 09/01/2027 092444448 $1,603.79 2 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065283 360 .00 .00 .00 .000 .250 .300 $278,000.00 N
500065284 360 .00 .00 .00 .000 .150 .250 $350,175.00 N
500065285 360 .00 .00 .00 .000 .250 .300 $585,000.00 N
500065309 360 .00 .00 .00 .000 .150 .250 $529,500.00 N
500065318 360 .00 .00 .00 .000 .150 .250 $329,999.00 N
500065346 360 .00 .00 .00 .000 .150 .250 $625,000.00 N
500065347 360 .00 .00 .00 .000 .150 .250 $335,000.00 N
500065348 360 .00 .00 .00 .000 .150 .250 $900,000.00 N
500065363 360 .00 .00 .00 .000 .250 .300 $735,000.00 N
500065366 360 .00 .00 .00 .000 .150 .250 $587,400.00 N
500065372 360 .00 .00 .00 .000 .150 .250 $294,000.00 N
500065374 360 .00 .00 .00 .000 .150 .250 $313,000.00 N
500065403 360 .00 .00 .00 .000 .150 .250 $401,000.00 N
500065406 360 .00 .00 .00 .000 .150 .250 $240,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 14
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065407 FOROUTAN,FARAMARZ 2631 ROLLINGWOOD DRIVE SAN BRUNO CA 94066 $296,052.49 8.500 .250
500065417 LANE,LORI ANNE 2631 PARTLOW DRIVE NAPERVILLE IL 60565 $248,741.28 8.250 .250
500065418 SCHULTE,MARK P 834 WASHINGTON STREET ELMHURST IL 60126 $239,843.00 8.125 .250
500065421 MILLS,JEFFREY M 1815 EL DORADO DRIVE ACTON AREA CA 93510 $282,263.32 8.250 .250
500065434 BALZANO,RALPH 926 HIGHLAND AVENUE PELHAM MANOR NY 10803 $360,000.00 7.875 .150
500065435 DUTHIE,COLIN M 28 EAST RIDGE ROAD STAMFORD CT 06903 $470,841.45 7.375 .250
500065471 HATHAWAY III,PARKER 1411 PEREGRINE DRIVE GILROY CA 95020 $247,850.00 8.250 .250
500065472 VAUGHT,RODNEY 200 STAGELINE DRIVE WHITEFISH MT 59937 $358,574.56 8.625 .250
500065474 SHANNON,JOHN H 23 RIDGE DRIVE EAST BERKELEY HEIGHT NJ 07922 $237,000.00 8.500 .150
500065531 HEAD,BOBBIE 50 MATHER ROAD SAN ANSELMO CA 94960 $750,000.00 8.125 .150
600057524 MUELLER 2510 EAST SKYLINE DRIVE SALT LAKE CITY UT 84108 $253,333.98 8.125 .250
600060714 HAKIM 1062 POINT SEASIDE DRIVE CRYSTAL BEACH FL 34681 $525,007.74 7.875 .250
600060745 TARPEY 1981 LINDEN AVENUE HIGHLAND PARK IL 60035 $304,951.45 8.875 .250
600060807 VAN DUZE 9314 DARREN CIRCLE RIVERSIDE CA 92509 $120,463.83 8.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500065407 8.250 .0500 8.200 08/01/2027 092444827 $2,279.06 12 09/01/1997
500065417 8.000 .0500 7.950 08/01/2027 092438807 $1,869.91 2 09/01/1997
500065418 7.875 .0500 7.825 08/01/2027 092442170 $1,782.00 09/01/1997
500065421 8.000 .0500 7.950 07/01/2027 092447422 $2,123.27 18 09/01/1997
500065434 7.725 .1000 7.625 09/01/2027 092438311 $2,610.25 09/01/1997
500065435 7.125 .0500 7.075 08/01/2027 092439798 $3,254.47 09/01/1997
500065471 8.000 .0500 7.950 09/01/2027 092436963 $1,862.02 7 09/01/1997
500065472 8.375 .0500 8.325 07/01/2027 092437240 $2,792.27 09/01/1997
500065474 8.350 .1000 8.250 09/01/2027 092440547 $1,822.32 09/01/1997
500065531 7.975 .1000 7.875 09/01/2027 092450964 $5,568.73 09/01/1997
600057524 7.875 .0425 7.833 08/01/2026 0903106 $1,898.37 09/01/1997
600060714 7.625 .0425 7.583 02/01/2027 0910002 $3,825.47 09/01/1997
600060745 8.625 .0500 8.575 03/01/2027 0911856 $2,434.68 09/01/1997
600060807 8.625 .0425 8.583 02/01/2027 6223676 $962.34 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500065407 360 .00 .00 .00 .000 .250 .300 $312,000.00 N
500065417 360 .00 .00 .00 .000 .250 .300 $262,000.00 N
500065418 360 .00 .00 .00 .000 .250 .300 $300,000.00 N
500065421 360 .00 .00 .00 .000 .250 .300 $297,500.00 N
500065434 360 .00 .00 .00 .000 .150 .250 $560,000.00 N
500065435 360 .00 .00 .00 .000 .250 .300 $589,000.00 N
500065471 360 .00 .00 .00 .000 .250 .300 $260,925.00 N
500065472 360 .00 .00 .00 .000 .250 .300 $495,000.00 N
500065474 360 .00 .00 .00 .000 .150 .250 $316,000.00 N
500065531 360 .00 .00 .00 .000 .150 .250 $1,100,000.00 N
600057524 360 .00 .00 .00 .000 .250 .293 $329,000.00 N
600060714 360 .00 .00 .00 .000 .250 .293 $660,000.00 N
600060745 360 .00 .00 .00 .000 .250 .300 $408,000.00 N
600060807 360 .00 .00 .00 .000 .250 .293 $130,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 15
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600060830 LOVING 2013 SPEYER LANE REDONDO BEACH CA 90278 $250,542.10 9.125 .250
600064182 DAVIS NORTHEAST 13TH AVENU FT LAUDERDALE FL 33305 $282,223.57 8.500 .250
600064184 SEGRETI BRETON LANE DELRAY BEACH FL 33466 $136,833.87 7.500 .250
600064199 PEEL MAPLE TERRACE SPRING LAKE MI 49456 $76,775.24 8.750 .250
600064200 VOLLBRAC 1/2 HOGE STREET CINCINNATI OH 45226 $98,594.98 8.125 .250
600064201 HAVERANE LEROY FERNDALE MI 48220 $76,280.66 8.875 .250
600064202 DIMARTIN FREDERICK ROAD MT AIRY MD 21771 $82,624.96 8.875 .250
600064204 FORD SOUTH ATLANTIC AVENU DAYTONA BEACH S FL 32118 $152,541.80 8.625 .250
600064209 DAVIS 1728 COMMONWEALTH KALAMAZOO MI 49006 $43,080.20 9.000 .250
600064214 URBANOS BRISTOL LANE MINNETONKA MN 55343 $446,438.09 7.875 .250
600064219 BURKITT STONE MOUNTAIN DRIVE PICKERINGTON OH 43147 $107,548.85 9.125 .250
600064221 PARKE PARTRIDGE LANE LONGWOOD FL 32779 $99,692.79 8.500 .250
600064222 MORRISON LINDELL AVENUE TAMPA FL 33610 $59,829.13 9.000 .250
600064223 WENDT NW 60TH STREET BOCA RATON FL 33496 $398,739.40 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600060830 8.875 .0425 8.833 01/01/2027 6298283 $2,048.32 7 09/01/1997
600064182 8.250 .0425 8.208 11/01/2026 0900011 $2,183.72 2 09/01/1997
600064184 7.250 .0425 7.208 04/01/2027 0905138 $ 960.38 09/01/1997
600064199 8.500 .0425 8.458 04/01/2027 0910773 $ 605.76 09/01/1997
600064200 7.875 .0425 7.833 02/01/2027 0911048 $ 736.56 09/01/1997
600064201 8.625 .0425 8.583 04/01/2027 0911076 $ 608.67 09/01/1997
600064202 8.625 .0425 8.583 04/01/2027 0911122 $ 668.34 09/01/1997
600064204 8.375 .0425 8.333 04/01/2027 0911609 $1,190.02 09/01/1997
600064209 8.750 .0425 8.708 04/01/2027 0912438 $ 347.60 09/01/1997
600064214 7.625 .0425 7.583 04/01/2027 0912858 $3,248.31 09/01/1997
600064219 8.875 .0425 8.833 03/01/2027 0912907 $ 877.91 18 09/01/1997
600064221 8.250 .0425 8.208 04/01/2027 0913085 $ 768.91 09/01/1997
600064222 8.750 .0425 8.708 04/01/2027 0913089 $ 482.78 09/01/1997
600064223 8.125 .0425 8.083 04/01/2027 0913114 $3,040.29 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600060830 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600064182 360 .00 .00 .00 .000 .250 .293 $324,000.00 N
600064184 360 .00 .00 .00 .000 .250 .293 $196,258.00 N
600064199 360 .00 .00 .00 .000 .250 .293 $116,000.00 N
600064200 360 .00 .00 .00 .000 .250 .293 $124,000.00 N
600064201 360 .00 .00 .00 .000 .250 .293 $102,000.00 N
600064202 360 .00 .00 .00 .000 .250 .293 $235,000.00 N
600064204 360 .00 .00 .00 .000 .250 .293 $204,000.00 N
600064209 360 .00 .00 .00 .000 .250 .293 $ 54,000.00 N
600064214 360 .00 .00 .00 .000 .250 .293 $560,000.00 N
600064219 360 .00 .00 .00 .000 .250 .293 $119,900.00 N
600064221 360 .00 .00 .00 .000 .250 .293 $275,000.00 N
600064222 360 .00 .00 .00 .000 .250 .293 $ 80,000.00 N
600064223 360 .00 .00 .00 .000 .250 .293 $597,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 16
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064229 MORRISON CRYSTAL CREEK BLVD ORLANDO FL 32837 $ 89,737.29 8.750 .250
600064230 MENCHACA ANTLER DRIVE SAN ANTONIO TX 78213 $ 52,342.77 8.625 .250
600064245 DISMUKE WEBER ROAD HOLLY MI 48442 $ 69,815.74 9.250 .250
600064252 RIGGAN J NORTHHAMPTON RD DURHAM NC 27707 $318,754.46 8.250 .250
600064268 MARESCA 54TH AVENUE SOUTH ST PETERSBURG FL 33712 $104,181.37 8.750 .250
600064294 SCRUGGS N SHERIDAN RD CHICAGO IL 60660 $ 46,058.05 8.500 .250
600064295 BUTRUS BAKER COURT TROY MI 48083 $111,681.39 8.875 .250
600064298 STUDZINS CARDINAL GLEN CIRCLE STERLING VA 20164 $138,604.54 8.875 .250
600064300 JONES CONGRESS COURT GURNEE IL 60031 $237,249.96 8.375 .250
600064301 WILLS ELMORE AVENUE DOWNERS GROVE IL 60515 $299,005.42 8.125 .250
600064319 BONNE WESTBURY ROAD SHAKER HEIGHTS OH 44120 $118,678.53 9.125 .250
600064322 CHANEY MAPLEWOOD RIVERSIDE IL 60546 $438,465.94 7.875 .250
600064326 STEWART BROOK TRACE DRIVE HOOVER AL 35244 $255,129.61 8.000 .250
600064327 GAUSPOHL MANSION PLACE CRESTVIEW HILLS KY 41017 $ 59,820.34 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064229 8.500 .0425 8.458 04/01/2027 0913196 $ 708.03 09/01/1997
600064230 8.375 .0425 8.333 04/01/2027 0913309 $ 408.34 09/01/1997
600064245 9.000 .0425 8.958 04/01/2027 0914033 $ 575.87 09/01/1997
600064252 8.000 .0425 7.958 03/01/2027 0914155 $2,404.05 09/01/1997
600064268 8.500 .0425 8.458 04/01/2027 0914427 $ 826.04 09/01/1997
600064294 8.250 .0425 8.208 04/01/2027 0915144 $ 355.24 09/01/1997
600064295 8.625 .0425 8.583 04/01/2027 0915163 $ 891.12 09/01/1997
600064298 8.625 .0425 8.583 04/01/2027 0915900 $1,105.95 09/01/1997
600064300 8.125 .0425 8.083 04/01/2027 0915940 $1,808.97 09/01/1997
600064301 7.875 .0425 7.833 04/01/2027 0915941 $2,227.49 09/01/1997
600064319 8.875 .0425 8.833 04/01/2027 0916293 $ 968.22 09/01/1997
600064322 7.625 .0425 7.583 04/01/2027 0916377 $3,190.31 09/01/1997
600064326 7.750 .0425 7.708 04/01/2027 0916468 $1,878.44 09/01/1997
600064327 8.375 .0425 8.333 04/01/2027 0916473 $ 466.67 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064229 360 .00 .00 .00 .000 .250 .293 $120,089.00 N
600064230 360 .00 .00 .00 .000 .250 .293 $ 70,000.00 N
600064245 360 .00 .00 .00 .000 .250 .293 $127,500.00 N
600064252 360 .00 .00 .00 .000 .250 .293 $425,000.00 N
600064268 360 .00 .00 .00 .000 .250 .293 $145,000.00 N
600064294 360 .00 .00 .00 .000 .250 .293 $ 77,000.00 N
600064295 360 .00 .00 .00 .000 .250 .293 $170,000.00 N
600064298 360 .00 .00 .00 .000 .250 .293 $187,000.00 N
600064300 360 .00 .00 .00 .000 .250 .293 $300,000.00 N
600064301 360 .00 .00 .00 .000 .250 .293 $430,000.00 N
600064319 360 .00 .00 .00 .000 .250 .293 $170,000.00 N
600064322 360 .00 .00 .00 .000 .250 .293 $550,000.00 N
600064326 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
600064327 360 .00 .00 .00 .000 .250 .293 $158,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 17
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064330 DOYLE SEA BREEZE WAY WESLEY CHAPEL FL 33543 $160,066.40 9.125 .250
600064332 BIRD FEATHERWOOD DRIVE ST LOUIS MO 63146 $100,455.93 8.750 .250
600064333 WOLF SOUTHEAST 29TH TERRA OCALA FL 34470 $ 39,627.84 8.500 .250
600064338 AMIRI ARLIS LANE MIAMISBURG OH 45342 $116,683.92 9.125 .250
600064340 CAMPBELL IRELAND ROAD LANCASTER OH 43130 $127,285.10 8.875 .250
600064353 DONNELLY W TERRACE VILLA PARK IL 60181 $100,656.57 8.000 .250
600064358 ROMANO CHARTER OAK ROAD FAIRFIELD CT 6430 $345,859.08 7.625 .250
600064385 MATTHIES MORROW AVENUE NE ALBUQUERQUE NM 87112 $ 37,894.63 9.000 .250
600064386 COOPER GENERAL CHENAULT STR ALBUQUERQUE NM 87112 $ 56,809.69 9.000 .250
600064391 PFEIFFER 716 BEAUMONT AVENUE BEAUMONT CA 92223 $ 85,998.23 8.750 .250
600064396 SONGCO GLEN HAVEN COURT CHINO HILLS CA 90709 $128,394.07 8.375 .250
600064401 CASTANED LARKSPUR STREET LOS ANGELES CA 91342 $127,596.58 8.375 .250
600064412 BERUMEN VISTA STREET HESPERIA CA 92345 $ 99,715.49 8.875 .250
600064413 BALDEO QUEEN FLORENCE LANE LOS ANGELES CA 91364 $307,123.77 8.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064330 8.875 .0425 8.833 04/01/2027 0916542 $1,305.88 09/01/1997
600064332 8.500 .0425 8.458 04/01/2027 0916628 $ 792.60 09/01/1997
600064333 8.250 .0425 8.208 04/01/2027 0916657 $ 305.65 09/01/1997
600064338 8.875 .0425 8.833 04/01/2027 0916888 $ 951.95 09/01/1997
600064340 8.625 .0425 8.583 04/01/2027 0916913 $1,024.79 09/01/1997
600064353 7.750 .0425 7.708 04/01/2027 0917412 $ 741.11 09/01/1997
600064358 7.375 .0425 7.333 04/01/2027 0917569 $2,457.46 09/01/1997
600064385 8.750 .0425 8.708 04/01/2027 6211043 $ 305.76 09/01/1997
600064386 8.750 .0425 8.708 03/01/2027 6211044 $ 458.63 09/01/1997
600064391 8.500 .0425 8.458 04/01/2027 6224011 $ 678.53 09/01/1997
600064396 8.125 .0425 8.083 04/01/2027 6224208 $ 978.98 09/01/1997
600064401 8.125 .0425 8.083 04/01/2027 6233741 $ 972.90 09/01/1997
600064412 8.625 .0425 8.583 04/01/2027 6234081 $ 795.65 09/01/1997
600064413 8.625 .0425 8.583 04/01/2027 6234110 $2,450.59 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064330 360 .00 .00 .00 .000 .250 .293 $214,000.00 N
600064332 360 .00 .00 .00 .000 .250 .293 $153,000.00 N
600064333 360 .00 .00 .00 .000 .250 .293 $ 53,000.00 N
600064338 360 .00 .00 .00 .000 .250 .293 $158,000.00 N
600064340 360 .00 .00 .00 .000 .250 .293 $200,000.00 N
600064353 360 .00 .00 .00 .000 .250 .293 $128,000.00 N
600064358 360 .00 .00 .00 .000 .250 .293 $434,000.00 N
600064385 360 .00 .00 .00 .000 .250 .293 $106,000.00 N
600064386 360 .00 .00 .00 .000 .250 .293 $102,000.00 N
600064391 360 .00 .00 .00 .000 .250 .293 $135,000.00 N
600064396 360 .00 .00 .00 .000 .250 .293 $184,000.00 N
600064401 360 .00 .00 .00 .000 .250 .293 $160,000.00 N
600064412 360 .00 .00 .00 .000 .250 .293 $125,000.00 N
600064413 360 .00 .00 .00 .000 .250 .293 $385,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 18
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064419 HAMILTON ALTA MESA COURT MANCHESTER CA 95459 $448,470.04 8.000 .250
600064424 FENWICK NORTHWST WESTOVER RO PORTLAND OR 97210 $ 49,705.97 8.375 .250
600064430 KEVAN QUAIL CIRCLE ELKO NV 89801 $138,659.58 8.500 .250
600064441 JENKS INDIANA STREET SOUTH ALBUQUERQUE NM 87108 $ 94,257.59 9.375 .250
600064447 ROBERTS ROUTE 3 BOX L 187 FRANKLIN TX 77856 $ 39,848.04 7.875 .250
600064448 CAMPBELL N PALISADES WAY BOISE ID 83703 $145,337.66 9.250 .250
600064449 ZOELLIN W VALHALLA ROAD COEUR D'ALENE ID 83814 $178,207.53 8.125 .250
600064450 JONES W QUAKER RIDGE DRIVE MERIDIAN ID 83642 $103,213.08 9.000 .250
600064452 NEMEC WEST CHINDEN BOULEVA MERIDIAN ID 83642 $181,468.78 8.750 .250
600064453 LEATHERB SOUTH JOHNS STREET EMMETT ID 83617 $ 71,042.04 8.750 .250
600064461 NIELSEN EAST 3725 NORTH LAYTON UT 84040 $250,497.56 8.625 .250
600064463 MISCEVIC SAPPHIRE VALLEY AVE HENDERSON NV 89014 $170,742.55 9.125 .250
600064466 STUBBS SOUTH WHISPERWOOD CO KAYSVILLE UT 84037 $159,520.86 8.625 .250
600064471 HANSEN SOUTH 540 EAST DRAPER UT 84020 $209,387.03 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064419 7.750 .0425 7.708 04/01/2027 6284500 $3,301.94 09/01/1997
600064424 8.125 .0425 8.083 04/01/2027 6296712 $ 380.04 09/01/1997
600064430 8.250 .0425 8.208 05/01/2027 6296900 $1,068.79 09/01/1997
600064441 9.125 .0425 9.083 04/01/2027 6297717 $ 786.01 09/01/1997
600064447 7.625 .0425 7.583 04/01/2026 6373725 $ 293.65 09/01/1997
600064448 9.000 .0425 8.958 03/01/2027 7003140 $1,199.46 2 09/01/1997
600064449 7.875 .0425 7.833 04/01/2027 7004841 $1,336.49 09/01/1997
600064450 8.750 .0425 8.708 04/01/2027 7014540 $ 832.78 2 09/01/1997
600064452 8.500 .0425 8.458 04/01/2027 7018440 $1,431.79 14 09/01/1997
600064453 8.500 .0425 8.458 04/01/2027 7019040 $ 560.52 09/01/1997
600064461 8.375 .0425 8.333 04/01/2027 7231811 $1,954.20 09/01/1997
600064463 8.875 .0425 8.833 03/01/2027 7275220 $1,393.75 14 09/01/1997
600064466 8.375 .0425 8.333 04/01/2027 7323813 $1,244.46 09/01/1997
600064471 8.500 .0425 8.458 04/01/2027 7405516 $1,652.07 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064419 360 .00 .00 .00 .000 .250 .293 $640,000.00 N
600064424 360 .00 .00 .00 .000 .250 .293 $220,000.00 N
600064430 360 .00 .00 .00 .000 .250 .293 $186,000.00 N
600064441 360 .00 .00 .00 .000 .250 .293 $126,000.00 N
600064447 360 .00 .00 .00 .000 .250 .293 $ 51,700.00 N
600064448 360 .00 .00 .00 .000 .250 .293 $162,000.00 N
600064449 360 .00 .00 .00 .000 .250 .293 $452,000.00 N
600064450 360 .00 .00 .00 .000 .250 .293 $115,000.00 N
600064452 360 .00 .00 .00 .000 .250 .293 $210,000.00 N
600064453 360 .00 .00 .00 .000 .250 .293 $ 95,000.00 N
600064461 360 .00 .00 .00 .000 .250 .293 $337,000.00 N
600064463 360 .00 .00 .00 .000 .250 .293 $190,359.00 N
600064466 360 .00 .00 .00 .000 .250 .293 $242,000.00 N
600064471 360 .00 .00 .00 .000 .250 .293 $285,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 19
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064748 SOSH 3998 PRINCE GEORGE LANE NEW ALBANY OH 43054 $313,873.92 7.750 .250
600065828 MEIMAN, DOMINIC 525 WEST 22ND STR #4 NEW YORK NY 10011 $320,985.19 8.375 .250
600065877 DEL VECCHIO STEVEN 16 PROSPECT AVENUE SEA CLIFF NY 11579 $357,810.64 9.125 .250
600065904 CAI XUEJUN 1441 THIRD AVENUE NEW YORK NY 10028 $346,903.25 8.375 .250
600065932 STAGG DARD 8 BANTRY COURT HUNTINGTON NY 11743 $227,085.15 8.875 .250
600066657 GAY, IVORY RT. 2 BOX 7787 CEDAR CREEK TX 78612 $ 85,549.42 8.750 .250
600066658 EASTMAN, SHIRLEY 2239 JOHNSTON R ESCONDIDO CA 92029 $111,219.88 8.375 .250
600066659 WILSON, ROBERT 12081 CALLADO R SAN DIEGO CA 92128 $ 91,780.37 8.625 .250
600066660 CHOE, MARK 861 WEST HACKBE CHANDLER AZ 85248 $164,585.46 8.375 .250
600066662 HOLMES, CHARLES 1277 JULI LYNN SAN JOSE CA 95120 $291,247.48 8.250 .250
600066663 ARAICA, ERICK 1302 NORTH 32ND PHOENIX AZ 85009 $ 24,745.19 9.000 .250
600066664 BOYLES, DAVID 723 PARKVIEW MO WINDSOR CO 80550 $100,964.54 8.750 .250
600066665 GREGER, VICTOR 2615 NORTH JONE LAS VEGAS NV 89108 $141,869.15 8.750 .250
600066666 BOYLES, DAVID 126 LOCUST STRE WINDSOR CO 80550 $ 75,025.03 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600064748 7.500 .0425 7.458 04/01/2027 4139614 $2,256.70 09/01/1997
600065828 8.125 .0425 8.083 04/01/2027 1111080378 $2,447.44 09/01/1997
600065877 8.875 .0425 8.833 10/01/2026 1111065829 $2,929.08 09/01/1997
600065904 8.125 .0425 8.083 04/01/2027 1111095091 $2,645.06 09/01/1997
600065932 8.625 .0425 8.583 02/01/2027 1500294898 $1,814.07 14 09/01/1997
600066657 8.500 .0425 8.458 04/01/2027 1074111 $ 676.56 09/01/1997
600066658 8.125 .0425 8.083 05/01/2027 1072909 $ 847.48 09/01/1997
600066659 8.375 .0425 8.333 05/01/2027 857417 $ 715.57 09/01/1997
600066660 8.125 .0425 8.083 05/01/2027 856930 $1,254.12 09/01/1997
600066662 8.000 .0425 7.958 05/01/2027 1083690 $2,193.70 09/01/1997
600066663 8.750 .0425 8.708 05/01/2027 1101062 $ 199.55 09/01/1997
600066664 8.500 .0425 8.458 05/01/2027 1096312 $ 796.14 09/01/1997
600066665 8.500 .0425 8.458 05/01/2027 1083831 $1,118.69 7 09/01/1997
600066666 8.500 .0425 8.458 05/01/2027 1096296 $ 591.60 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064748 360 .00 .00 .00 .000 .250 .293 $459,900.00 N
600065828 360 .00 .00 .00 .000 .250 .293 $460,000.00 N
600065877 360 .00 .00 .00 .000 .250 .293 $450,000.00 N
600065904 360 .00 .00 .00 .000 .250 .293 $435,000.00 N
600065932 360 .00 .00 .00 .000 .250 .293 $240,000.00 N
600066657 360 .00 .00 .00 .000 .250 .293 $115,000.00 N
600066658 360 .00 .00 .00 .000 .250 .293 $190,000.00 N
600066659 360 .00 .00 .00 .000 .250 .293 $137,000.00 N
600066660 360 .00 .00 .00 .000 .250 .293 $220,912.00 N
600066662 360 .00 .00 .00 .000 .250 .293 $380,000.00 N
600066663 360 .00 .00 .00 .000 .250 .293 $ 31,000.00 N
600066664 360 .00 .00 .00 .000 .250 .293 $126,500.00 N
600066665 360 .00 .00 .00 .000 .250 .293 $158,000.00 N
600066666 360 .00 .00 .00 .000 .250 .293 $ 94,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 20
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066667 ALEXANDER, BARBARA 564 CHESTNUT HI WOODSTOCK GA 30189 $235,172.65 8.500 .250
600066668 WRIGHT, DONALD 8194 CLUB CREST ARVADA CO 80005 $127,127.84 8.750 .250
600066669 MATTESON, THOMAS 4044 VALLE DEL BONSALL CA 92003 $180,744.77 8.375 .250
600066670 KIGGINS, GARY 1944 WEST JAVEL MESA AZ 85202 $90,161.06 9.000 .250
600066671 JOHNS, JAMES 61 SILVER FIR L DANVILLE CA 94506 $281,790.27 8.375 .250
600066672 PENNINGTON, ARTIE 2607 GARRETSON AUSTIN TX 78745 $87,556.10 9.000 .250
600066674 CHAN, BOR 540 LOWER VINTN FREMONT CA 94539 $456,841.47 8.000 .250
600066675 LORING, DAVID B 6325 WALNUT CRE RENO NV 89523 $109,238.61 8.625 .250
600066676 JENKINS, G.D. 25243 RUNNING H NEWHALL CA 91321 $310,409.88 7.875 .250
600066677 WENG, DAVID 821 ARGUS COURT FOSTER CITY CA 94404 $318,413.10 8.000 .250
600066678 BOLIN, PATRICK 6207 GLENDORA A DALLAS TX 75230 $286,128.38 8.000 .250
600066679 ACKERMAN, JAY 1438 NORTH OGDE LOS ANGELES CA 90046 $332,703.77 8.250 .250
600066680 TINDALL, PAM 113 GILLASPEY A CRESTED BUTTE CO 81224 $149,641.95 8.625 .250
600066681 GRINDSTAFF, LA NORA B. 4290 GANDER LAN CARSON CITY NV 89704 $92,267.59 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066667 8.250 .0425 8.208 05/01/2027 835348 $1,812.71 09/01/1997
600066668 8.500 .0425 8.458 04/01/2027 1096247 $1,003.04 09/01/1997
600066669 8.125 .0425 8.083 05/01/2027 881946 $1,377.25 09/01/1997
600066670 8.750 .0425 8.708 05/01/2027 1101377 $727.38 09/01/1997
600066671 8.125 .0425 8.083 05/01/2027 1101443 $2,147.20 09/01/1997
600066672 8.750 .0425 8.708 05/01/2027 1101609 $706.06 09/01/1997
600066674 7.750 .0425 7.708 04/01/2027 1083179 $3,363.58 09/01/1997
600066675 8.375 .0425 8.333 05/01/2027 1058957 $851.68 09/01/1997
600066676 7.625 .0425 7.583 05/01/2027 1084730 $2,262.22 09/01/1997
600066677 7.750 .0425 7.708 04/01/2027 1085810 $2,344.38 09/01/1997
600066678 7.750 .0425 7.708 04/01/2027 1087238 $2,113.24 09/01/1997
600066679 8.000 .0425 7.958 04/01/2027 1087618 $2,514.49 14 09/01/1997
600066680 8.375 .0425 8.333 05/01/2027 1087915 $1,166.68 09/01/1997
600066681 8.125 .0425 8.083 05/01/2027 1087691 $703.07 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066667 360 .00 .00 .00 .000 .250 .293 $294,713.00 N
600066668 360 .00 .00 .00 .000 .250 .293 $170,000.00 N
600066669 360 .00 .00 .00 .000 .250 .293 $305,000.00 N
600066670 360 .00 .00 .00 .000 .250 .293 $113,000.00 N
600066671 360 .00 .00 .00 .000 .250 .293 $650,000.00 N
600066672 360 .00 .00 .00 .000 .250 .293 $117,000.00 N
600066674 360 .00 .00 .00 .000 .250 .293 $573,000.00 N
600066675 360 .00 .00 .00 .000 .250 .293 $136,900.00 N
600066676 360 .00 .00 .00 .000 .250 .293 $390,000.00 N
600066677 360 .00 .00 .00 .000 .250 .293 $422,500.00 N
600066678 360 .00 .00 .00 .000 .250 .293 $360,000.00 N
600066679 360 .00 .00 .00 .000 .250 .293 $372,000.00 N
600066680 360 .00 .00 .00 .000 .250 .293 $192,000.00 N
600066681 360 .00 .00 .00 .000 .250 .293 $145,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 21
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066682 SCHWEEN, STEVEN 2638 CHARFORD S GLENDORA CA 91740 $155,637.06 8.750 .250
600066683 MORALES, RUDY 1717 STOCKTON PLANO TX 75023 $61,677.26 8.500 .250
600066684 PENT, JEREMIAH 3843 WINSLOW DR FORT WORTH TX 76109 $117,421.05 8.750 .250
600066685 STOUT, PATRICIA 17031 EAST EL L FOUNTAIN HILLS AZ 85268 $57,865.04 8.750 .250
600066686 HANSEL, LEE 10 LAKE FOREST TROPHY CLUB TX 76262 $108,519.52 8.250 .250
600066687 GONZALES, SUONG 4933 WILBUR STR LAS VEGAS NV 89119 $119,734.83 9.000 .250
600066688 PHELPS, RANDLE 3624 BRENTCOVE NORTH LAS VEGA NV 89030 $77,519.21 8.750 .250
600066689 PHELPS, RANDLE 3616 BRENTCOVE NORTH LAS VEGA NV 89030 $80,312.72 8.750 .250
600066690 CONSTANT, JUNE 2634 SAKLAN IND WALNUT CREEK CA 94595 $273,927.46 8.500 .250
600066691 IVANCIC, ROBERT 741 MAYRANT DRI DALLAS TX 75224 $79,813.83 8.750 .250
600066692 MCKINNEY, LEWIS 2103 JIM HOGG R GEORGETOWN TX 78628 $217,993.06 8.250 .250
600066693 TIGHT, STEVEN 3823 ALAMEDA DE MENLO PARK CA 94025 $379,092.88 8.625 .250
600066694 RADER, CHARLES 236 WEST HAWK L PALMDALE CA 93551 $87,007.32 9.000 .250
600066695 WHITE, KAYE 1762 CHANSON PL MARIETTA GA 30062 $49,877.54 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066682 8.500 .0425 8.458 05/01/2027 1088368 $1,227.25 09/01/1997
600066683 8.250 .0425 8.208 05/01/2027 1089028 $478.26 09/01/1997
600066684 8.500 .0425 8.458 05/01/2027 1089424 $928.31 09/01/1997
600066685 8.500 .0425 8.458 05/01/2027 1089929 $456.29 09/01/1997
600066686 8.000 .0425 7.958 05/01/2027 1089960 $817.38 09/01/1997
600066687 8.750 .0425 8.708 05/01/2027 1090547 $965.55 09/01/1997
600066688 8.500 .0425 8.458 05/01/2027 1090877 $611.27 09/01/1997
600066689 8.500 .0425 8.458 05/01/2027 1090935 $633.29 09/01/1997
600066690 8.250 .0425 8.208 05/01/2027 1091032 $2,111.44 09/01/1997
600066691 8.500 .0425 8.458 05/01/2027 1091214 $629.37 09/01/1997
600066692 8.000 .0425 7.958 04/01/2027 1091545 $1,643.02 09/01/1997
600066693 8.375 .0425 8.333 05/01/2027 1091883 $2,955.60 09/01/1997
600066694 8.750 .0425 8.708 05/01/2027 1092402 $701.63 09/01/1997
600066695 8.250 .0425 8.208 05/01/2027 1092576 $384.46 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066682 360 .00 .00 .00 .000 .250 .293 $195,000.00 N
600066683 360 .00 .00 .00 .000 .250 .293 $88,900.00 N
600066684 360 .00 .00 .00 .000 .250 .293 $147,500.00 N
600066685 360 .00 .00 .00 .000 .250 .293 $72,500.00 N
600066686 360 .00 .00 .00 .000 .250 .293 $136,000.00 N
600066687 360 .00 .00 .00 .000 .250 .293 $160,000.00 N
600066688 360 .00 .00 .00 .000 .250 .293 $105,000.00 N
600066689 360 .00 .00 .00 .000 .250 .293 $110,000.00 N
600066690 360 .00 .00 .00 .000 .250 .293 $343,250.00 N
600066691 360 .00 .00 .00 .000 .250 .293 $100,000.00 N
600066692 360 .00 .00 .00 .000 .250 .293 $273,400.00 N
600066693 360 .00 .00 .00 .000 .250 .293 $685,000.00 N
600066694 360 .00 .00 .00 .000 .250 .293 $109,000.00 N
600066695 360 .00 .00 .00 .000 .250 .293 $136,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 22
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066696 BRUTCHIN, JR., BILLY 2053 CHINO STRE SANTA BARBARA CA 93101 $145,672.40 8.250 .250
600066697 HERR, HEDY 356 SKIDDER TRA TRUCKEE CA 96161 $149,668.58 9.000 .250
600066698 EBLING, PHILIP 1106 BLACK PINE PLEASANT HILL CA 94523 $397,942.69 8.125 .250
600066699 TAN, PETER 591 SHELLEY COU MILPITAS CA 95035 $394,306.83 8.375 .250
600066701 CAVAZOS, MANUEL 539 TARA PLANTA RICHMOND TX 77469 $46,746.46 9.000 .250
600066702 KELLY, NANCY 5019 NORTH 86TH SCOTTSDALE AZ 85250 $69,641.61 8.375 .250
600066703 SCHWARTZ, ROBERT 2609 REDLANDS D COSTA MESA CA 92627 $163,628.13 8.875 .250
600066704 SKAINS, JR., THURMAN 20250 WILLOW GL PILOT POINT TX 76258 $68,635.76 8.625 .250
600066705 NG, VINCENT 130 BLANKEN AVE SAN FRANCISCO CA 94134 $188,985.42 8.250 .250
600066706 SIRIGNANO, DOMINIC J. 3816 SOUTH DORS TEMPE AZ 85282 $93,587.33 8.875 .250
600066707 BISHOP, JOSEPH 1191 BUCKINGHAM LOS ALTOS CA 94024 $384,057.09 8.500 .250
600066709 RO, SEN-YUAN 10375 STERN AVE CUPERTINO CA 95014 $279,314.24 8.500 .250
600066710 LIU, MATTHEW 46574 ROADRUNNE FREMONT CA 94539 $349,142.81 8.500 .250
600066711 FOX, BRENDA 3972 CLAITOR WA SAN JOSE CA 95132 $343,157.53 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066696 8.000 .0425 7.958 05/01/2027 1094309 $1,098.73 09/01/1997
600066697 8.750 .0425 8.708 05/01/2027 1095181 $1,206.93 09/01/1997
600066698 7.875 .0425 7.833 05/01/2027 1095165 $2,969.99 09/01/1997
600066699 8.125 .0425 8.083 05/01/2027 1094804 $3,004.57 09/01/1997
600066701 8.750 .0425 8.708 05/01/2027 1106491 $376.97 09/01/1997
600066702 8.125 .0425 8.083 05/01/2027 1101096 $532.05 09/01/1997
600066703 8.625 .0425 8.583 05/01/2027 1095561 $1,304.86 09/01/1997
600066704 8.375 .0425 8.333 05/01/2027 1095413 $535.12 09/01/1997
600066705 8.000 .0425 7.958 05/01/2027 1095678 $1,427.41 09/01/1997
600066706 8.625 .0425 8.583 05/01/2027 1132646 $746.31 09/01/1997
600066707 8.250 .0425 8.208 05/01/2027 1096676 $2,960.32 09/01/1997
600066709 8.250 .0425 8.208 05/01/2027 1096635 $2,152.96 09/01/1997
600066710 8.250 .0425 8.208 05/01/2027 1097534 $2,691.20 09/01/1997
600066711 8.250 .0425 8.208 05/01/2027 1097500 $2,645.06 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066696 360 .00 .00 .00 .000 .250 .293 $225,000.00 N
600066697 360 .00 .00 .00 .000 .250 .293 $485,000.00 N
600066698 360 .00 .00 .00 .000 .250 .293 $505,000.00 N
600066699 360 .00 .00 .00 .000 .250 .293 $494,199.00 N
600066701 360 .00 .00 .00 .000 .250 .293 $60,000.00 N
600066702 360 .00 .00 .00 .000 .250 .293 $145,000.00 N
600066703 360 .00 .00 .00 .000 .250 .293 $205,000.00 N
600066704 360 .00 .00 .00 .000 .250 .293 $86,000.00 N
600066705 360 .00 .00 .00 .000 .250 .293 $250,000.00 N
600066706 360 .00 .00 .00 .000 .250 .293 $117,250.00 N
600066707 360 .00 .00 .00 .000 .250 .293 $650,000.00 N
600066709 360 .00 .00 .00 .000 .250 .293 $595,000.00 N
600066710 360 .00 .00 .00 .000 .250 .293 $475,000.00 N
600066711 360 .00 .00 .00 .000 .250 .293 $430,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 23
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066712 NEJADEH, BIJAN 11906 A&B SUNHI AUSTIN TX 78758 $79,315.02 8.750 .250
600066713 STREIT, SIBYLLE 809 TIMBERCREST SOUTHLAKE TX 76092 $219,796.39 8.375 .250
600066714 AZRAQ, NARAM 2880 SOUTH LOCU DENVER CO 80222 $39,895.72 8.750 .250
600066715 RAEDER, DAVID 7420 SOUTH WOLF LITTLETON CO 80123 $398,593.34 8.375 .250
600066717 DILLARD, JAMES 366 OAKDALE RD ATLANTA GA 30307 $222,799.77 8.125 .250
600066718 PERAGUS, WALTER 39957 VERONA LA PALMDALE CA 93551 $126,728.98 8.750 .250
600066719 SCHERY, CHARLES 3310 CAPITAL RE NORTH LAS VEGA NV 89030 $74,825.48 8.750 .250
600066720 PAKRAVAN, PEJMAN 4071 FALLING LE ENCINO CA 91316 $553,675.14 8.625 .250
600066721 WEIDMANN, YVONNE 765 BURLAND DRI BAILEY CO 80421 $94,022.61 8.000 .250
600066722 ST. JOHN, PHYLLIS 0501 SHEKEL LAN BRECKENRIDGE CO 80424 $211,793.20 8.625 .250
600066723 FINSTER, JOSEPH 4067 FALCON STR SAN DIEGO CA 92103 $243,197.32 8.875 .250
600066724 MARIAN, II, JOHN 4202 EAST AGAVE PHOENIX AZ 85044 $81,512.63 8.875 .250
600066725 HARTMANN, HAROLD 16 PICAZO #73 RANCHO SANTA M CA 92688 $44,440.89 8.500 .250
600066726 SMITH, RICHARD 19175 VIA DEL C YORBA LINDA CA 92886 $265,231.98 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066712 8.500 .0425 8.458 05/01/2027 1097443 $625.43 09/01/1997
600066713 8.125 .0425 8.083 05/01/2027 1097393 $1,674.82 09/01/1997
600066714 8.500 .0425 8.458 05/01/2027 1097344 $316.65 09/01/1997
600066715 8.125 .0425 8.083 05/01/2027 1097302 $3,040.29 09/01/1997
600066717 7.875 .0425 7.833 05/01/2027 1097203 $1,663.19 09/01/1997
600066718 8.500 .0425 8.458 04/01/2027 1096908 $999.90 09/01/1997
600066719 8.500 .0425 8.458 05/01/2027 1097716 $590.03 09/01/1997
600066720 8.375 .0425 8.333 05/01/2027 1097609 $4,316.73 09/01/1997
600066721 7.750 .0425 7.708 05/01/2027 1098268 $693.41 09/01/1997
600066722 8.375 .0425 8.333 05/01/2027 1098474 $1,651.25 09/01/1997
600066723 8.625 .0425 8.583 05/01/2027 1098805 $1,939.38 09/01/1997
600066724 8.625 .0425 8.583 05/01/2027 1098946 $650.44 09/01/1997
600066725 8.250 .0425 8.208 05/01/2027 1099100 $342.55 09/01/1997
600066726 8.125 .0425 8.083 05/01/2027 1099134 $2,021.03 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066712 360 .00 .00 .00 .000 .250 .293 $106,000.00 N
600066713 360 .00 .00 .00 .000 .250 .293 $280,000.00 N
600066714 360 .00 .00 .00 .000 .250 .293 $57,500.00 N
600066715 360 .00 .00 .00 .000 .250 .293 $500,000.00 N
600066717 360 .00 .00 .00 .000 .250 .293 $280,000.00 N
600066718 360 .00 .00 .00 .000 .250 .293 $158,912.00 N
600066719 360 .00 .00 .00 .000 .250 .293 $125,000.00 N
600066720 360 .00 .00 .00 .000 .250 .293 $740,000.00 N
600066721 360 .00 .00 .00 .000 .250 .293 $126,000.00 N
600066722 360 .00 .00 .00 .000 .250 .293 $270,000.00 N
600066723 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600066724 360 .00 .00 .00 .000 .250 .293 $109,000.00 N
600066725 360 .00 .00 .00 .000 .250 .293 $59,400.00 N
600066726 360 .00 .00 .00 .000 .250 .293 $351,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 24
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066727 KELTON, FRANK 19711 ARBOR CRE KATY TX 77449 $67,833.47 8.500 .250
600066728 PORTER, JOSEPH 2265 EAST CHERO WOODSTOCK GA 30188 $63,843.27 8.500 .250
600066729 REMAR, ROBERT 2677 TUPELO STR DECATUR GA 30317 $56,268.77 8.750 .250
600066730 ANDERSON, GARY 1408 KENNEY DRI MURPHYS CA 95247 $119,720.81 8.750 .250
600066731 CHOQUEHUANCA, ANTHONY 3 HIGH BLUFF LAGUNA NIGUEL CA 92677 $335,155.85 8.375 .250
600066732 PERSONS, CHESTER 21 BALSAM COURT STEAMBOAT SPRI CO 80477 $42,897.35 8.625 .250
600066733 BASHAM, DARRELL 4502 AVENUE H AUSTIN TX 78751 $132,091.96 8.750 .250
600066734 HARRIS, KENDALL 10987 ROGERS CI DULUTH GA 30136 $436,871.23 8.250 .250
600066735 BUTT, M.A. 18073 EAST OHIO AURORA CO 80017 $36,692.56 8.750 .250
600066736 HOEPER, JOYCE 4437 WEST EL CA GLENDALE AZ 85302 $100,565.49 8.750 .250
600066738 TSUI, LARRY 11655 OAK SPRIN CUPERTINO CA 95014 $398,887.99 7.875 .250
600066739 ROURK, CHRISTOPHER 4507 BRETTON BA DALLAS TX 75287 $213,847.45 8.250 .250
600066740 PANNELL, TAMARA 4608 PARKMOUNT FT. WORTH TX 76137 $79,809.03 8.625 .250
600066741 TABIBNIA, ASHKAN 1277 SOUTH BEVE LOS ANGELES CA 90024 $204,335.63 8.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066727 8.250 .0425 8.208 05/01/2027 1099274 $522.86 09/01/1997
600066728 8.250 .0425 8.208 05/01/2027 1099282 $492.10 09/01/1997
600066729 8.500 .0425 8.458 05/01/2027 1099290 $443.70 09/01/1997
600066730 8.500 .0425 8.458 05/01/2027 1099472 $944.04 09/01/1997
600066731 8.125 .0425 8.083 05/01/2027 1099498 $2,553.84 09/01/1997
600066732 8.375 .0425 8.333 05/01/2027 1099530 $334.45 09/01/1997
600066733 8.500 .0425 8.458 05/01/2027 1099548 $1,041.59 09/01/1997
600066734 8.000 .0425 7.958 05/01/2027 1099563 $3,290.55 09/01/1997
600066735 8.500 .0425 8.458 04/01/2027 1099613 $289.51 09/01/1997
600066736 8.500 .0425 8.458 05/01/2027 1099829 $792.99 09/01/1997
600066738 7.625 .0425 7.583 05/01/2027 1100064 $2,900.28 09/01/1997
600066739 8.000 .0425 7.958 05/01/2027 1100148 $1,610.72 09/01/1997
600066740 8.375 .0425 8.333 05/01/2027 1100213 $622.23 09/01/1997
600066741 8.625 .0425 8.583 05/01/2027 1100379 $1,629.48 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066727 360 .00 .00 .00 .000 .250 .293 $140,000.00 N
600066728 360 .00 .00 .00 .000 .250 .293 $80,000.00 N
600066729 360 .00 .00 .00 .000 .250 .293 $70,500.00 N
600066730 360 .00 .00 .00 .000 .250 .293 $150,000.00 N
600066731 360 .00 .00 .00 .000 .250 .293 $420,000.00 N
600066732 360 .00 .00 .00 .000 .250 .293 $90,000.00 N
600066733 360 .00 .00 .00 .000 .250 .293 $165,500.00 N
600066734 360 .00 .00 .00 .000 .250 .293 $584,000.00 N
600066735 360 .00 .00 .00 .000 .250 .293 $59,000.00 N
600066736 360 .00 .00 .00 .000 .250 .293 $126,000.00 N
600066738 360 .00 .00 .00 .000 .250 .293 $675,000.00 N
600066739 360 .00 .00 .00 .000 .250 .293 $268,000.00 N
600066740 360 .00 .00 .00 .000 .250 .293 $107,195.00 N
600066741 360 .00 .00 .00 .000 .250 .293 $256,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 25
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066742 HUMPHREY III, RUSSELL 2307 ROCKEFELLE REDONDO BEACH CA 90278 $207,424.19 9.000 .250
600066743 CHANG, PAUL 1247 OAK RIDGE PINOLE CA 94564 $133,164.59 8.375 .250
600066744 CHAN, YAT-CHUNG 2831, 2833, 283 PALO ALTO CA 94306 $251,413.67 8.750 .250
600066745 BROGLIO, RONALD 2860 QUARTZ DRI ARNOLD CA 95223 $134,685.89 8.750 .250
600066746 GREEN, PAUL 108 GABRIEL FOR GEORGETOWN TX 78628 $43,797.82 8.750 .250
600066748 ROSTON, DOUGLAS 2090 HUNTINGTON LOS ALTOS CA 94024 $349,051.18 8.000 .250
600066749 DASHIRLL, THOMAS 112 WHISPER WAY BOERNE TX 78006 $72,426.66 8.625 .250
600066750 TERRILL, GEORGE 3116 VAN BUREN COSTA MESA CA 92626 $155,970.93 8.750 .250
600066751 TERRILL, GEORGE 1143 CHARLESTON COSTA MESA CA 92626 $159,624.08 8.750 .250
600066752 TERRILL, GEORGE 3132 BOSTON WAY COSTA MESA CA 92626 $165,947.66 8.750 .250
600066753 NG, CHI-SHING 1409 LEXINGTON SAN JOSE CA 95117 $366,345.67 8.750 .250
600066754 GABLE, REBA 4590 NORTH TIER TUCSON AZ 85749 $59,853.04 8.500 .250
600066755 FRASER, CAROLYN 1441 EAST MARYL PHOENIX AZ 85014 $37,414.95 8.875 .250
600066756 CHRISMAN, DONALD 1087 LISLIN COU PITTSBURG CA 94565 $123,387.04 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066742 8.750 .0425 8.708 05/01/2027 1100403 $1,673.62 09/01/1997
600066743 8.125 .0425 8.083 05/01/2027 1100643 $1,014.70 09/01/1997
600066744 8.500 .0425 8.458 05/01/2027 1100700 $1,982.49 09/01/1997
600066745 8.500 .0425 8.458 05/01/2027 1100775 $1,062.05 09/01/1997
600066746 8.500 .0425 8.458 05/01/2027 1100809 $345.37 09/01/1997
600066748 7.750 .0425 7.708 05/01/2027 1100825 $2,568.18 09/01/1997
600066749 8.375 .0425 8.333 05/01/2027 1100841 $564.68 09/01/1997
600066750 8.500 .0425 8.458 05/01/2027 1100890 $1,237.09 09/01/1997
600066751 8.500 .0425 8.458 05/01/2027 1100908 $1,266.59 09/01/1997
600066752 8.500 .0425 8.458 05/01/2027 1100932 $1,315.76 09/01/1997
600066753 8.500 .0425 8.458 05/01/2027 1101005 $2,888.76 09/01/1997
600066754 8.250 .0425 8.208 05/01/2027 1101708 $461.35 09/01/1997
600066755 8.625 .0425 8.583 05/01/2027 1103316 $298.37 09/01/1997
600066756 8.250 .0425 8.208 05/01/2027 1101872 $955.76 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066742 360 .00 .00 .00 .000 .250 .293 $260,000.00 N
600066743 360 .00 .00 .00 .000 .250 .293 $178,000.00 N
600066744 360 .00 .00 .00 .000 .250 .293 $315,000.00 N
600066745 360 .00 .00 .00 .000 .250 .293 $180,000.00 N
600066746 360 .00 .00 .00 .000 .250 .293 $54,900.00 N
600066748 360 .00 .00 .00 .000 .250 .293 $741,500.00 N
600066749 360 .00 .00 .00 .000 .250 .293 $120,000.00 N
600066750 360 .00 .00 .00 .000 .250 .293 $213,000.00 N
600066751 360 .00 .00 .00 .000 .250 .293 $215,000.00 N
600066752 360 .00 .00 .00 .000 .250 .293 $223,000.00 N
600066753 360 .00 .00 .00 .000 .250 .293 $459,000.00 N
600066754 360 .00 .00 .00 .000 .250 .293 $145,000.00 N
600066755 360 .00 .00 .00 .000 .250 .293 $46,900.00 N
600066756 360 .00 .00 .00 .000 .250 .293 $162,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 26
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066757 POLAK, MARVIN 23771 CALLE AZO MISSION VIEJO CA 92692 $91,686.17 8.750 .250
600066758 RAWLINGS, NORMAN 7 STATES AVENUE MIDLOTHIAN TX 76065 $51,978.80 8.750 .250
600066759 MARTINEZ JR., JOSEPH 5522 AMHERST DALLAS TX 75209 $136,048.47 8.250 .250
600066760 DORETY, LAWRENCE 1861 S. SPRINGE MOUNTAIN VIEW CA 94040 $349,120.68 8.375 .250
600066761 HARDEMAN, THOMAS 840 BITTERNUT D COPPELL TX 75019 $80,063.28 8.750 .250
600066762 MAHLER, MARK 11072 ALBION DR THORNTON CO 80233 $89,247.20 8.875 .250
600066763 EBER, LORAINE P. 2524 WILSON DRI TUSTIN CA 92782 $287,238.75 8.125 .250
600066766 MYERS, GEORGE 3411 VANCOUVER SAN DIEGO CA 92104 $104,768.01 9.000 .250
600066767 SCOTT, DOROTHY M. 10677 VANORA DR LOS ANGELES CA 91040 $64,856.38 9.000 .250
600066768 ROMINE, GLENDA 2221 DOGWOOD CT MIDLOTHIAN TX 76065 $106,923.73 8.250 .250
600066769 JONES, KAREN 11956 MIRANDA S VALLEY VILLAGE CA 91607 $103,764.19 8.875 .250
600066770 COOK, JODY 6446 APPLE VALL BLAIRSVILLE GA 30512 $56,624.62 9.000 .250
600066771 CEDARLEAF, GUY 5218 WEST REDFI GLENDALE AZ 85306 $83,709.19 8.875 .250
600066772 VENDRICK, C. 64606462 WEST LOS ANGELES CA 90045 $147,887.93 8.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066757 8.500 .0425 8.458 05/01/2027 1101880 $722.98 09/01/1997
600066758 8.500 .0425 8.458 05/01/2027 1101989 $409.87 09/01/1997
600066759 8.000 .0425 7.958 05/01/2027 1102169 $1,024.73 09/01/1997
600066760 8.125 .0425 8.083 05/01/2027 1102201 $2,660.25 09/01/1997
600066761 8.500 .0425 8.458 05/01/2027 1102276 $631.33 09/01/1997
600066762 8.625 .0425 8.583 05/01/2027 1102854 $711.70 09/01/1997
600066763 7.875 .0425 7.833 05/01/2027 1134667 $2,138.39 09/01/1997
600066766 8.750 .0425 8.708 05/01/2027 1103589 $844.85 09/01/1997
600066767 8.750 .0425 8.708 05/01/2027 606251 $523.00 09/01/1997
600066768 8.000 .0425 7.958 05/01/2027 1111616 $805.36 09/01/1997
600066769 8.625 .0425 8.583 05/01/2027 1103753 $827.47 09/01/1997
600066770 8.750 .0425 8.708 05/01/2027 1103712 $456.62 09/01/1997
600066771 8.625 .0425 8.583 05/01/2027 1104116 $667.55 09/01/1997
600066772 8.625 .0425 8.583 05/01/2027 1104199 $1,193.47 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066757 360 .00 .00 .00 .000 .250 .293 $174,900.00 N
600066758 360 .00 .00 .00 .000 .250 .293 $65,200.00 N
600066759 360 .00 .00 .00 .000 .250 .293 $170,500.00 N
600066760 360 .00 .00 .00 .000 .250 .293 $492,000.00 N
600066761 360 .00 .00 .00 .000 .250 .293 $107,000.00 N
600066762 360 .00 .00 .00 .000 .250 .293 $111,850.00 N
600066763 360 .00 .00 .00 .000 .250 .293 $360,000.00 N
600066766 360 .00 .00 .00 .000 .250 .293 $140,000.00 N
600066767 360 .00 .00 .00 .000 .250 .293 $105,000.00 N
600066768 360 .00 .00 .00 .000 .250 .293 $134,000.00 N
600066769 360 .00 .00 .00 .000 .250 .293 $130,000.00 N
600066770 360 .00 .00 .00 .000 .250 .293 $93,000.00 N
600066771 360 .00 .00 .00 .000 .250 .293 $104,900.00 N
600066772 360 .00 .00 .00 .000 .250 .293 $235,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 27
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066773 VALLONE, ANTHONY 3991 GRAPEFRUIT LAS VEGAS NV 89103 $83,809.54 8.875 .250
600066775 LEE, YONG 3055 WOODSIDE M PLEASANT HILL CA 94523 $262,845.75 8.625 .250
600066776 TSAI, WENNY 18 EDGESTONE IRVINE CA 92606 $139,674.27 8.750 .250
600066777 HANSEN, ALBERT 7247 EAST MILAG MESA AZ 85208 $134,693.90 8.875 .250
600066778 BOWMAN, RICHARD 101 BROAD OAKS HOUSTON TX 77056 $648,487.69 8.750 .250
600066779 FARRA, YASSEL 8400 TALLWOOD D AUSTIN TX 78759 $146,032.17 8.375 .250
600066780 BANKS, CHRISTINE 311 WEST MARY D AUSTIN TX 78704 $111,900.16 8.875 .250
600066781 GREENWELL, SCOTT 4705 LOOKOUT MO AUSTIN TX 78731 $394,979.46 8.250 .250
600066782 GONZALEZ, JESUS 130 BUENA VISTA EL PASO TX 79905 $52,346.74 8.750 .250
600066783 FARAHANI, MANOUCHEHR 5225 TORTUGA TR AUSTIN TX 78731 $438,029.99 9.000 .250
600066784 PITSENBARGER, DONALD 3102 NORTH ASHW ORANGE CA 92865 $149,613.43 8.250 .250
600066785 HA, NGOC 1681 SOUTH BLAC AURORA CO 80012 $49,880.66 8.625 .250
600066786 WELLS, SUZANNE 46 WEST LAMAR R PHOENIX AZ 85013 $193,411.29 8.875 .250
600066787 UHLMAN, NINA 7756 HORSESHOE LOOMIS CA 95650 $152,644.04 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066773 8.625 .0425 8.583 05/01/2027 1104207 $668.34 09/01/1997
600066775 8.375 .0425 8.333 05/01/2027 1104512 $2,061.14 09/01/1997
600066776 8.500 .0425 8.458 05/01/2027 1104546 $1,101.38 09/01/1997
600066777 8.625 .0425 8.583 05/01/2027 1104702 $1,074.12 09/01/1997
600066778 8.500 .0425 8.458 05/01/2027 1105113 $5,113.55 09/01/1997
600066779 8.125 .0425 8.083 05/01/2027 1105139 $1,112.75 09/01/1997
600066780 8.625 .0425 8.583 05/01/2027 1105154 $897.49 09/01/1997
600066781 8.000 .0425 7.958 05/01/2027 1105162 $2,975.02 09/01/1997
600066782 8.500 .0425 8.458 04/01/2027 1105212 $413.02 09/01/1997
600066783 8.750 .0425 8.708 05/01/2027 1105295 $3,532.29 09/01/1997
600066784 8.000 .0425 7.958 05/01/2027 1105493 $1,126.90 09/01/1997
600066785 8.375 .0425 8.333 05/01/2027 1105543 $388.89 09/01/1997
600066786 8.625 .0425 8.583 05/01/2027 1106079 $1,551.51 09/01/1997
600066787 8.500 .0425 8.458 05/01/2027 1107135 $1,203.65 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066773 360 .00 .00 .00 .000 .250 .293 $105,000.00 N
600066775 360 .00 .00 .00 .000 .250 .293 $335,000.00 N
600066776 360 .00 .00 .00 .000 .250 .293 $175,000.00 N
600066777 360 .00 .00 .00 .000 .250 .293 $150,000.00 N
600066778 360 .00 .00 .00 .000 .250 .293 $880,000.00 N
600066779 360 .00 .00 .00 .000 .250 .293 $183,000.00 N
600066780 360 .00 .00 .00 .000 .250 .293 $141,000.00 N
600066781 360 .00 .00 .00 .000 .250 .293 $495,000.00 N
600066782 360 .00 .00 .00 .000 .250 .293 $70,000.00 N
600066783 360 .00 .00 .00 .000 .250 .293 $754,000.00 N
600066784 360 .00 .00 .00 .000 .250 .293 $190,000.00 N
600066785 360 .00 .00 .00 .000 .250 .293 $67,000.00 N
600066786 360 .00 .00 .00 .000 .250 .293 $260,000.00 N
600066787 360 .00 .00 .00 .000 .250 .293 $210,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 28
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066788 CAVAZOS, MANUEL 2810 GRANTS LAK SUGAR LAND TX 77479 $39,911.61 9.000 .250
600066789 ROSALES, JOEL 2808 RED RIVER MESQUITE TX 75150 $37,814.06 8.875 .250
600066790 POLTERE, JR., JOHN 725 & 729 EMPIR VENTURA CA 93003 $110,728.16 8.500 .250
600066791 BUTT, M.A. 907 SOUTH YAMPA AURORA CO 80017 $43,304.08 9.000 .250
600066792 GARCIA, MARGARITO 6750 BIRCH STRE COMMERCE CITY CO 80022 $57,359.16 8.500 .250
600066793 HASHEMI, ABDOLALI 2037 KENT DRIVE LOS ALTOS CA 94024 $299,246.28 8.375 .250
600066794 VELASQUEZ, TRINIDAD 20861 GLENCAIRN HUNTINGTON BEA CA 92646 $171,360.55 8.875 .250
600066795 HARWELL, MARK 6401 FOX CHASE PLANO TX 75024 $358,364.26 8.750 .250
600066796 DICKSON, LAURIE 273 LAKE VIEW D BAYFIELD CO 81122 $69,446.19 9.000 .250
600066797 LASTRA, SR, LUIS 3516 WEST PETER TUCSON AZ 85741 $39,906.94 8.750 .250
600066798 REED, ROGER 2239 GREEN HILL VISTA CA 92084 $181,055.49 8.500 .250
600066799 GOULD, FLORENCE 116 VERNA SPUR, GEORGETOWN TX 78628 $85,306.11 8.875 .250
600066801 ENOS, PAULETTE 11125 NORTH 77T SCOTTSDALE AZ 85260 $172,108.86 8.875 .250
600066802 LE, TOM 2650 TAYLOR AVE CORONA CA 91720 $99,755.10 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066788 8.750 .0425 8.708 05/01/2027 1107382 $321.85 09/01/1997
600066789 8.625 .0425 8.583 05/01/2027 1107481 $301.55 09/01/1997
600066790 8.250 .0425 8.208 05/01/2027 1107564 $853.49 09/01/1997
600066791 8.750 .0425 8.708 05/01/2027 1107812 $349.21 09/01/1997
600066792 8.250 .0425 8.208 05/01/2027 1107929 $442.13 09/01/1997
600066793 8.125 .0425 8.083 05/01/2027 1108083 $2,280.22 09/01/1997
600066794 8.625 .0425 8.583 05/01/2027 1108430 $1,366.52 09/01/1997
600066795 8.500 .0425 8.458 05/01/2027 1108216 $2,825.83 09/01/1997
600066796 8.750 .0425 8.708 05/01/2027 1108232 $560.02 09/01/1997
600066797 8.500 .0425 8.458 05/01/2027 1108281 $314.68 09/01/1997
600066798 8.250 .0425 8.208 05/01/2027 1108372 $1,395.58 09/01/1997
600066799 8.625 .0425 8.583 05/01/2027 1108497 $680.28 09/01/1997
600066801 8.625 .0425 8.583 05/01/2027 1108836 $1,372.49 09/01/1997
600066802 8.250 .0425 8.208 05/01/2027 1109149 $768.91 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066788 360 .00 .00 .00 .000 .250 .293 $50,000.00 N
600066789 360 .00 .00 .00 .000 .250 .293 $77,900.00 N
600066790 360 .00 .00 .00 .000 .250 .293 $185,000.00 N
600066791 360 .00 .00 .00 .000 .250 .293 $66,500.00 N
600066792 360 .00 .00 .00 .000 .250 .293 $80,000.00 N
600066793 360 .00 .00 .00 .000 .250 .293 $690,000.00 N
600066794 360 .00 .00 .00 .000 .250 .293 $229,000.00 N
600066795 360 .00 .00 .00 .000 .250 .293 $449,000.00 N
600066796 360 .00 .00 .00 .000 .250 .293 $87,000.00 N
600066797 360 .00 .00 .00 .000 .250 .293 $100,000.00 N
600066798 360 .00 .00 .00 .000 .250 .293 $260,000.00 N
600066799 360 .00 .00 .00 .000 .250 .293 $115,500.00 N
600066801 360 .00 .00 .00 .000 .250 .293 $230,000.00 N
600066802 360 .00 .00 .00 .000 .250 .293 $159,900.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 29
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066803 DOWNS, LAWRENCE 463 CAMINO ELEV CHULA VISTA CA 91902 $234,992.86 8.250 .250
600066804 NOVAK, SUZANNE 247 NORTH COOK DENVER CO 80206 $321,211.40 8.500 .250
600066805 LICATINI, MATTEO 1719 LAYNE PLAC EL CAJON CA 92019 $99,755.10 8.500 .250
600066806 HEIM, JOHN 4850 SOUTH FIEL LITTLETON CO 80123 $84,203.62 8.750 .250
600066808 KONCZAK, TERRY 1291 ELLIS AVEN CAMBRIA CA 93428 $149,659.88 8.875 .250
600066809 SHERIDAN, MICHAEL 4631 OAK GLEN W FAIR OAKS CA 95628 $190,333.96 8.875 .250
600066810 NAUS, JAMES 6355 SPINNAKER ALPHARETTA GA 30202 $162,630.41 8.875 .250
600066811 ONGCHANGCO, MARTHA 2100 BRIGHTON S LAS VEGAS NV 89128 $121,972.78 8.875 .250
600066812 MENTO, ROBERT 21761 EXTON WAY LAKE FOREST CA 92630 $239,297.29 8.375 .250
600066814 DUCOTE, MICHAEL 7313 SILVERTHOR ROWLETT TX 75088 $105,733.67 8.375 .250
600066815 BEASLEY, DAVID 557 PONCE DE LE ATLANTA GA 30307 $237,816.14 8.500 .250
600066816 AMADO, GEORGE 1248 SOUTH UVAL AURORA CO 80012 $37,716.47 9.000 .250
600067205 OLDENBURG 23 CASUAL COURT NOVATO CA 94947 $379,249.22 8.125 .250
600067211 MARKEY 117 LASATA COURT DANVILLE CA 94526 $365,312.75 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600066803 8.000 .0425 7.958 05/01/2027 1109651 $1,769.98 09/01/1997
600066804 8.250 .0425 8.208 05/01/2027 1109461 $2,475.90 09/01/1997
600066805 8.250 .0425 8.208 05/01/2027 1109479 $768.91 09/01/1997
600066806 8.500 .0425 8.458 05/01/2027 1109834 $663.98 09/01/1997
600066808 8.625 .0425 8.583 05/01/2027 1110121 $1,193.47 09/01/1997
600066809 8.625 .0425 8.583 05/01/2027 1110402 $1,518.09 12 09/01/1997
600066810 8.625 .0425 8.583 05/01/2027 1111335 $1,296.90 09/01/1997
600066811 8.625 .0425 8.583 05/01/2027 1111459 $972.68 09/01/1997
600066812 8.125 .0425 8.083 05/01/2027 1112986 $1,823.41 09/01/1997
600066814 8.125 .0425 8.083 05/01/2027 1112218 $805.68 09/01/1997
600066815 8.250 .0425 8.208 05/01/2027 1113810 $1,833.09 09/01/1997
600066816 8.750 .0425 8.708 05/01/2027 1116110 $304.15 09/01/1997
600067205 7.875 .0425 7.833 06/01/2027 4176095 $2,821.49 09/01/1997
600067211 8.125 .0425 8.083 06/01/2027 4179529 $2,781.87 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600066803 360 .00 .00 .00 .000 .250 .293 $294,500.00 N
600066804 360 .00 .00 .00 .000 .250 .293 $402,500.00 N
600066805 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600066806 360 .00 .00 .00 .000 .250 .293 $129,900.00 N
600066808 360 .00 .00 .00 .000 .250 .293 $200,000.00 N
600066809 360 .00 .00 .00 .000 .250 .293 $212,000.00 N
600066810 360 .00 .00 .00 .000 .250 .293 $205,925.00 N
600066811 360 .00 .00 .00 .000 .250 .293 $163,000.00 N
600066812 360 .00 .00 .00 .000 .250 .293 $299,900.00 N
600066814 360 .00 .00 .00 .000 .250 .293 $132,500.00 N
600066815 360 .00 .00 .00 .000 .250 .293 $298,000.00 N
600066816 360 .00 .00 .00 .000 .250 .293 $54,000.00 N
600067205 360 .00 .00 .00 .000 .250 .293 $630,000.00 N
600067211 360 .00 .00 .00 .000 .250 .293 $457,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 30
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600067217 BORBAS 633 RUSHING CREEK PLA THOUSAND OAKS CA 91360 $233,487.76 8.125 .250
600067229 COLLINS 2200 LOCH LANE WALNUT CREEK CA 94598 $291,465.54 8.500 .250
600067263 ROBBINS 5414 CLEARSITE ST TORRANCE CA 90505 $263,491.47 8.250 .250
600067291 HEILBRUNN 51 DEMING STREET SAN FRANCISCO CA 94114 $334,537.70 8.125 .250
600067301 HYNDMAN 1740 1ST STREET MANHATTAN BEACH CA 90266 $333,739.29 8.125 .250
600067373 ANDRLE 28 FALL CREEK DRIVE # BRANSON MO 65616 $11,974.14 9.125 .250
600067404 RODGERS 126 RIDGEWOOD DRIVE SAN RAFAEL CA 94901 $199,633.93 8.500 .250
600067411 WILLIAMS 381 BALTUSROL DRIVE APTOS CA 95003 $87,708.24 8.125 .250
600067424 COLE 2000 FIRST AVENUE #70 SEATTLE WA 98121 $181,167.79 8.500 .250
600068623 CROSSLAND,STEPHEN 1413 SEA MEADOW SANTA BARBARA CA 93108 $898,415.40 8.750 .250
600068624 MURPHY,MARY 2240 WOODCREEK CARROLLTON TX 75006 $100,667.67 8.125 .250
600068625 LO,TZU 103 LASATA COUR DANVILLE CA 94526 $302,445.41 8.500 .250
600068626 WALSH JR.,BURTON 5430 ENGLISH CO PENRYN CA 95663 $238,024.62 8.625 .250
600068627 CORTES,JESUS 5010 RHOADS AVE SANTA BARBARA CA 93111 $197,628.23 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600067217 7.875 .0425 7.833 06/01/2027 4182457 $1,737.08 12 09/01/1997
600067229 8.250 .0425 8.208 06/01/2027 4188801 $2,245.23 09/01/1997
600067263 8.000 .0425 7.958 06/01/2027 4205324 $1,983.35 09/01/1997
600067291 7.875 .0425 7.833 06/01/2027 4215240 $2,488.86 09/01/1997
600067301 7.875 .0425 7.833 06/01/2027 4217741 $2,482.92 09/01/1997
600067373 8.875 .0425 8.833 05/01/2027 4133617 $97.64 09/01/1997
600067404 8.250 .0425 8.208 06/01/2027 4221487 $1,537.83 09/01/1997
600067411 7.875 .0425 7.833 04/01/2027 4152955 $653.40 09/01/1997
600067424 8.250 .0425 8.208 06/01/2027 4190153 $1,395.58 09/01/1997
600068623 8.500 .0425 8.458 06/01/2027 834879 $7,080.30 09/01/1997
600068624 7.875 .0425 7.833 07/01/2027 1154707 $748.44 09/01/1997
600068625 8.250 .0425 8.208 06/01/2027 1101625 $2,329.81 09/01/1997
600068626 8.375 .0425 8.333 06/01/2027 1087394 $1,854.64 1 09/01/1997
600068627 8.125 .0425 8.083 06/01/2027 1118835 $1,504.94 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600067217 360 .00 .00 .00 .000 .250 .293 $260,000.00 N
600067229 360 .00 .00 .00 .000 .250 .293 $365,000.00 N
600067263 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600067291 360 .00 .00 .00 .000 .250 .293 $419,000.00 N
600067301 360 .00 .00 .00 .000 .250 .293 $418,000.00 N
600067373 360 .00 .00 .00 .000 .250 .293 $28,500.00 N
600067404 360 .00 .00 .00 .000 .250 .293 $275,000.00 N
600067411 360 .00 .00 .00 .000 .250 .293 $400,000.00 N
600067424 360 .00 .00 .00 .000 .250 .293 $242,000.00 N
600068623 360 .00 .00 .00 .000 .250 .293 $2,500,000.00 N
600068624 360 .00 .00 .00 .000 .250 .293 $126,000.00 N
600068625 360 .00 .00 .00 .000 .250 .293 $623,000.00 N
600068626 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600068627 360 .00 .00 .00 .000 .250 .293 $247,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 31
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068628 ESTERLY,DANIEL C. 5 DEERHOLLOW IRVINE CA 92620 $224,712.07 8.250 .250
600068629 BENNETT,CONSTANCE 9703 JENNINGS R MORRISON CO 80465 $114,550.49 8.750 .250
600068630 LUTZ,CAROL 846 MARINA STRE MORRO BAY CA 93442 $127,566.09 8.500 .250
600068631 HOLMES,JOHN 4353 FAIRFAX AV HIGHLAND PARK TX 75205 $178,537.48 8.000 .250
600068632 TENNYSON,MARK R. 5 GREEN HOLLOW IRVINE CA 92620 $255,414.27 8.125 .250
600068633 HASHEMI, ROSS 24355 DRY CANYO CALABASAS CA 91302 $347,554.65 8.250 .250
600068634 HWANG,JYH-FUU 1595 HERON AVEN SUNNYVALE CA 94087 $299,450.89 8.500 .250
600068635 ROOT,JAMES T 3275 SAN LUIS A CARMEL CA 93923 $277,790.61 8.500 .250
600068636 SULLIVAN,KIRK W. 9 BRAMBLEWOOD IRVINE CA 92620 $305,148.90 8.125 .250
600068637 VILLALOBOS,JESUS 1449 CROSS RIDG EL PASO TX 79912 $ 54,590.95 8.875 .250
600068639 ROSENBAUM,MARK 10514 LUBAO AVE CHATSWORTH CA 91311 $251,476.90 8.375 .250
600068641 BISHOP,JEFFREY 15410 CAMBRIA C AUSTIN TX 78717 $144,121.86 8.250 .250
600068642 WALTON, CHARLENE 22 OCEAN CREST RANCHO PALOS V CA 90275 $125,842.83 8.375 .250
600068643 QUINTANA,THOMAS 708 CAMBRIDGE M COPPELL TX 75019 $426,756.57 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068628 8.000 .0425 7.958 07/01/2027 1134444 $1,690.35 09/01/1997
600068629 8.500 .0425 8.458 06/01/2027 1098961 $ 902.74 09/01/1997
600068630 8.250 .0425 8.208 06/01/2027 1100007 $ 982.67 09/01/1997
600068631 7.750 .0425 7.708 06/01/2027 1100361 $1,312.71 09/01/1997
600068632 7.875 .0425 7.833 07/01/2027 1134642 $1,898.94 09/01/1997
600068633 8.000 .0425 7.958 07/01/2027 1154996 $2,614.41 09/01/1997
600068634 8.250 .0425 8.208 06/01/2027 1104785 $2,306.75 09/01/1997
600068635 8.250 .0425 8.208 06/01/2027 1057744 $2,139.89 09/01/1997
600068636 7.875 .0425 7.833 07/01/2027 1134741 $2,268.70 09/01/1997
600068637 8.625 .0425 8.583 07/01/2027 1108208 $ 437.61 09/01/1997
600068639 8.125 .0425 8.083 06/01/2027 1112879 $1,915.01 09/01/1997
600068641 8.000 .0425 7.958 06/01/2027 1114016 $1,084.83 09/01/1997
600068642 8.125 .0425 8.083 07/01/2027 1114834 $ 957.69 09/01/1997
600068643 8.500 .0425 8.458 07/01/2027 1115377 $3,361.18 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068628 360 .00 .00 .00 .000 .250 .293 $370,500.00 N
600068629 360 .00 .00 .00 .000 .250 .293 $153,000.00 N
600068630 360 .00 .00 .00 .000 .250 .293 $205,000.00 N
600068631 360 .00 .00 .00 .000 .250 .293 $500,000.00 N
600068632 360 .00 .00 .00 .000 .250 .293 $319,700.00 N
600068633 360 .00 .00 .00 .000 .250 .293 $435,000.00 N
600068634 360 .00 .00 .00 .000 .250 .293 $401,000.00 N
600068635 360 .00 .00 .00 .000 .250 .293 $600,000.00 N
600068636 360 .00 .00 .00 .000 .250 .293 $381,961.00 N
600068637 360 .00 .00 .00 .000 .250 .293 $105,950.00 N
600068639 360 .00 .00 .00 .000 .250 .293 $314,950.00 N
600068641 360 .00 .00 .00 .000 .250 .293 $180,500.00 N
600068642 360 .00 .00 .00 .000 .250 .293 $326,000.00 N
600068643 360 .00 .00 .00 .000 .250 .293 $534,089.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 32
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068644 STUBBS,A. 607 AVERY STREE DECATUR GA 30030 $139,737.12 8.375 .250
600068645 FARENBAUGH,NEAL J 7331 235TH AVEN REDMOND WA 98053 $259,649.92 8.000 .250
600068647 CHIU,STANLEY 30 MONTAIR PLAC DANVILLE CA 94526 $449,110.91 8.125 .250
600068648 CASSANO,LISA 104 SOUTHBRIDGE JAMESTOWN NC 27282 $182,482.18 8.750 .250
600068649 IRVIN,ROBERT #6 WHISKEY RIDG KERRVILLE TX 78028 $261,508.04 8.375 .250
600068650 MOCK,ANTHONY 5975 BUENA VIST OAKLAND CA 94618 $499,036.90 8.250 .250
600068651 MEDERIOS,GEORGE 4528 MONTARA DR ANTIOCH CA 94509 $147,722.09 8.375 .250
600068652 HERKLOTZ,TIMOTHY 500 STURGIS STR TAYLOR TX 76574 $ 33,940.88 8.750 .250
600068653 HERKLOTZ,TIMOTHY 502 A & B 504 TAYLOR TX 76574 $ 53,906.11 8.750 .250
600068655 MILLER,ROBERT 1840 TICE CREEK WALNUT CREEK CA 94595 $259,547.93 8.750 .250
600068656 COULSON,JOSEPH 1422 WESLEY AVE EVANSTON IL 60201 $185,260.31 8.500 .250
600068657 YASUDA,SHUN 1015 WATER FALL LAWRENCEVILLE GA 30244 $ 86,599.87 8.750 .250
600068658 MATTHEWS,SCOTT 40 CREST ESTATE WALNUT CREEK CA 94595 $311,428.94 8.500 .250
600068659 MICHEL,KATHERINE 2111 SELBY AVEN LOS ANGELES CA 90025 $149,808.04 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068644 8.125 .0425 8.083 06/01/2027 1115815 $1,064.10 09/01/1997
600068645 7.750 .0425 7.708 07/01/2027 1116243 $1,907.79 09/01/1997
600068647 7.875 .0425 7.833 06/01/2027 1116789 $3,341.24 09/01/1997
600068648 8.500 .0425 8.458 06/01/2027 1117373 $1,438.09 09/01/1997
600068649 8.125 .0425 8.083 06/01/2027 1116987 $1,991.39 09/01/1997
600068650 8.000 .0425 7.958 06/01/2027 1118223 $3,756.34 09/01/1997
600068651 8.125 .0425 8.083 06/01/2027 1118207 $1,124.91 09/01/1997
600068652 8.500 .0425 8.458 06/01/2027 1118116 $ 267.48 09/01/1997
600068653 8.500 .0425 8.458 06/01/2027 1118074 $ 424.82 09/01/1997
600068655 8.500 .0425 8.458 06/01/2027 1118702 $2,045.43 09/01/1997
600068656 8.250 .0425 8.208 06/01/2027 1118694 $1,427.10 09/01/1997
600068657 8.500 .0425 8.458 07/01/2027 1118348 $ 682.07 09/01/1997
600068658 8.250 .0425 8.208 06/01/2027 1119346 $2,399.01 09/01/1997
600068659 8.000 .0425 7.958 07/01/2027 1119304 $1,126.90 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068644 360 .00 .00 .00 .000 .250 .293 $247,000.00 N
600068645 360 .00 .00 .00 .000 .250 .293 $400,000.00 N
600068647 360 .00 .00 .00 .000 .250 .293 $802,500.00 N
600068648 360 .00 .00 .00 .000 .250 .293 $269,900.00 N
600068649 360 .00 .00 .00 .000 .250 .293 $475,000.00 N
600068650 360 .00 .00 .00 .000 .250 .293 $637,000.00 N
600068651 360 .00 .00 .00 .000 .250 .293 $185,000.00 N
600068652 360 .00 .00 .00 .000 .250 .293 $ 42,500.00 N
600068653 360 .00 .00 .00 .000 .250 .293 $ 67,500.00 N
600068655 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600068656 360 .00 .00 .00 .000 .250 .293 $232,000.00 N
600068657 360 .00 .00 .00 .000 .250 .293 $115,635.00 N
600068658 360 .00 .00 .00 .000 .250 .293 $390,000.00 N
600068659 360 .00 .00 .00 .000 .250 .293 $343,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 33
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068660 HUGHES-BASS,MARY 3110 BARTON POI AUSTIN TX 78733 $154,693.76 8.125 .250
600068661 HEININGER,JAN 22734 CAVALIER WOODLAND HILLS CA 91364 $178,762.82 8.375 .250
600068662 THAI,TRANG 12490 EAST EXPO AURORA CO 80012 $103,020.59 8.750 .250
600068663 LOYD,JOHN 5257 HADAWAY RO KENNESAW GA 30152 $303,314.63 8.250 .250
600068664 BURTON,TROY 9604 FM 1826 AUSTIN TX 78737 $ 99,821.61 8.625 .250
600068666 BAUMGARTNER,ERIC 3313 MULBERRY C AUSTIN TX 78732 $150,347.28 8.000 .250
600068669 COX,CARL 2 SE LINCOLN ST CARMEL CA 93921 $292,290.92 8.750 .250
600068670 NICHOLS,CONSTANCE 447 FIRENZE STR OXNARD CA 93030 $123,361.91 8.250 .250
600068671 DAILY,WILLIAM 15433 FREEMAN A LAWNDALE CA 90260 $ 87,378.70 8.500 .250
600068672 ANDERSON,MARK 1151 EAST PLACI TUCSON AZ 85718 $262,871.67 8.375 .250
600068674 HOFFMAN-MOR,RISS MAUREEN 654 CANYON CRES LAS VEGAS NV 89123 $131,839.49 8.500 .250
600068675 TOSTENSON,DAVID 1033 MCCAULEY R DANVILLE CA 94526 $399,474.91 8.125 .250
600068676 BOS,RANDY 311 SOUTH WABAS BRADLEY IL 60915 $ 70,418.59 8.750 .250
600068677 NATTIN,KAREN 5828 BACK BAY L AUSTIN TX 78739 $147,001.80 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068660 7.875 .0425 7.833 06/01/2027 1119080 $1,150.87 09/01/1997
600068661 8.125 .0425 8.083 06/01/2027 1120005 $1,362.05 09/01/1997
600068662 8.500 .0425 8.458 06/01/2027 1119965 $ 811.87 09/01/1997
600068663 8.000 .0425 7.958 06/01/2027 1119684 $2,283.10 09/01/1997
600068664 8.375 .0425 8.333 06/01/2027 1121094 $ 777.79 09/01/1997
600068666 7.750 .0425 7.708 07/01/2027 1120963 $1,104.69 09/01/1997
600068669 8.500 .0425 8.458 06/01/2027 1121912 $2,303.46 09/01/1997
600068670 8.000 .0425 7.958 06/01/2027 1122670 $ 928.57 09/01/1997
600068671 8.250 .0425 8.208 06/01/2027 1122399 $ 674.72 09/01/1997
600068672 8.125 .0425 8.083 07/01/2027 1122332 $2,000.51 09/01/1997
600068674 8.250 .0425 8.208 07/01/2027 1123355 $1,014.97 09/01/1997
600068675 7.875 .0425 7.833 07/01/2027 1123223 $2,969.99 09/01/1997
600068676 8.500 .0425 8.458 07/01/2027 1122902 $ 554.62 09/01/1997
600068677 7.750 .0425 7.708 07/01/2027 1124296 $1,080.10 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068660 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
600068661 360 .00 .00 .00 .000 .250 .293 $224,021.00 N
600068662 360 .00 .00 .00 .000 .250 .293 $129,000.00 N
600068663 360 .00 .00 .00 .000 .250 .293 $379,900.00 N
600068664 360 .00 .00 .00 .000 .250 .293 $125,000.00 N
600068666 360 .00 .00 .00 .000 .250 .293 $188,235.00 N
600068669 360 .00 .00 .00 .000 .250 .293 $375,000.00 N
600068670 360 .00 .00 .00 .000 .250 .293 $215,535.00 N
600068671 360 .00 .00 .00 .000 .250 .293 $135,000.00 N
600068672 360 .00 .00 .00 .000 .250 .293 $329,000.00 N
600068674 360 .00 .00 .00 .000 .250 .293 $165,000.00 N
600068675 360 .00 .00 .00 .000 .250 .293 $607,990.00 N
600068676 360 .00 .00 .00 .000 .250 .293 $ 94,000.00 N
600068677 360 .00 .00 .00 .000 .250 .293 $184,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 34
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068678 HOOVER,DELANO 3510 PRESTON OA TEMPLE TX 76504 $ 69,864.53 8.500 .250
600068680 POWERS,ROBERT 1915 SAGE DRIVE GOLDEN CO 80401 $194,455.48 8.375 .250
600068681 BRYANT,BRUCE 1564 TEMPLE JOH LOGANVILLE GA 30249 $101,069.37 8.625 .250
600068682 HUDSON,SOFIA 1635 VAN BUREN SAN MATEO CA 94403 $119,768.85 8.250 .250
600068683 JOHNSON,JAMES 807 TIMBERCREST SOUTHLAKE TX 76092 $251,677.52 8.250 .250
600068684 RITCH,DON 2608 SURREY WOO FLOWER MOUND TX 75028 $114,766.96 8.000 .250
600068685 MYERS,BRET 816 WESTERN TRA KELLER TX 76248 $ 69,052.01 8.125 .250
600068686 MOWAT,ROBERT 140 VALLE VISTA DANVILLE CA 94526 $263,504.28 8.375 .250
600068687 ITSKOVSKY,WILLIAM 2445 WEST YALE DENVER CO 80219 $ 93,635.11 8.750 .250
600068688 COURTNEY,RICHARD 719 BLUE OAK CI CEDAR PARK TX 78613 $ 87,209.02 7.625 .250
600068689 SIBBREL,RONALD 27411 VALDERAS MISSION VIEJO CA 92691 $257,669.83 8.250 .250
600068690 SOUTHCOTTE,CHARLES 570 MEADOW ROAD DURANGO CO 81301 $108,650.77 8.500 .250
600068691 SAGE,MARK 835 SOUTH LONGW LOS ANGELES CA 90005 $388,689.09 8.125 .250
600068692 TELLER,SAMUEL 5330 TEESDALE A NORTH HOLLYWOO CA 91607 $194,762.90 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068678 8.250 .0425 8.208 07/01/2027 1124254 $ 538.24 09/01/1997
600068680 8.125 .0425 8.083 07/01/2027 1124080 $1,481.38 09/01/1997
600068681 8.375 .0425 8.333 06/01/2027 1124072 $ 787.51 09/01/1997
600068682 8.000 .0425 7.958 06/01/2027 1123918 $ 901.52 09/01/1997
600068683 8.000 .0425 7.958 07/01/2027 1123843 $1,893.19 09/01/1997
600068684 7.750 .0425 7.708 06/01/2027 1123777 $ 843.83 09/01/1997
600068685 7.875 .0425 7.833 06/01/2027 1123595 $ 513.81 09/01/1997
600068686 8.125 .0425 8.083 06/01/2027 1123538 $2,006.59 09/01/1997
600068687 8.500 .0425 8.458 06/01/2027 1125012 $ 739.50 09/01/1997
600068688 7.375 .0425 7.333 06/01/2027 1124916 $ 618.61 09/01/1997
600068689 8.000 .0425 7.958 07/01/2027 1036706 $1,938.27 09/01/1997
600068690 8.250 .0425 8.208 07/01/2027 1125871 $ 836.58 09/01/1997
600068691 7.875 .0425 7.833 07/01/2027 1126986 $2,889.80 09/01/1997
600068692 8.250 .0425 8.208 07/01/2027 1126960 $1,499.38 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068678 360 .00 .00 .00 .000 .250 .293 $130,000.00 N
600068680 360 .00 .00 .00 .000 .250 .293 $253,500.00 N
600068681 360 .00 .00 .00 .000 .250 .293 $135,000.00 N
600068682 360 .00 .00 .00 .000 .250 .293 $240,000.00 N
600068683 360 .00 .00 .00 .000 .250 .293 $315,000.00 N
600068684 360 .00 .00 .00 .000 .250 .293 $143,800.00 N
600068685 360 .00 .00 .00 .000 .250 .293 $ 86,500.00 N
600068686 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600068687 360 .00 .00 .00 .000 .250 .293 $117,500.00 N
600068688 360 .00 .00 .00 .000 .250 .293 $109,250.00 N
600068689 360 .00 .00 .00 .000 .250 .293 $383,000.00 N
600068690 360 .00 .00 .00 .000 .250 .293 $136,000.00 N
600068691 360 .00 .00 .00 .000 .250 .293 $486,500.00 N
600068692 360 .00 .00 .00 .000 .250 .293 $245,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 35
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068693 HUANG,RICHARD 221 BOOTHBAY AV FOSTER CITY CA 94404 $287,612.23 8.000 .250
600068694 KORN,JODI 3611 SCADLOCK L SHERMAN OAKS CA 91403 $255,655.31 8.000 .250
600068695 MARACICH,DIANA 15632 SOMERGLEN ORLAND PARK IL 60462 $374,348.01 8.750 .250
600068696 BARRON,JOSIE 2307 & 2309 VAN DEMNTON TX 76201 $ 97,381.46 8.500 .250
600068697 SCHULKIN,MICHAEL JO 8050 LASAINE AV NORTHRIDGE (AR CA 91325 $104,869.01 8.375 .250
600068698 CHEN,COUN 44659 PARKMEADO FREMONT CA 94539 $249,688.14 8.375 .250
600068699 BLOOM, JR,MICHAEL 7629 OLYMPIA DR HOUSTON TX 77063 $127,753.44 8.250 .250
600068700 JACKSON,CARL 10501 SONORA CO AUSTIN TX 78759 $197,109.79 8.125 .250
600068701 QUINLAN,THOMAS 6102 MONTICELLO FRISCO TX 75034 $ 83,692.77 8.250 .250
600068702 TAYLOR,ELIZABETH 4815 BRINKLEY L ATLANTA GA 30342 $159,789.95 8.125 .250
600068703 SCHELLER,DAVID 1904 BUCK DRIVE FORT COLLINS CO 80524 $210,593.59 8.250 .250
600068704 SWENSON,MICHAEL 11 HACIENDA CIR ORINDA CA 94563 $329,188.83 8.375 .250
600068705 LONICH,DAVID 6727 EASTMONT D REDDING CA 96002 $166,893.98 8.500 .250
600068707 KINSEY,JOHN 8588 EAST COLON LITTLETON CO 80124 $467,186.32 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068693 7.750 .0425 7.708 07/01/2027 1126911 $2,113.24 09/01/1997
600068694 7.750 .0425 7.708 07/01/2027 1126895 $1,878.44 09/01/1997
600068695 8.500 .0425 8.458 06/01/2027 1126564 $2,950.13 09/01/1997
600068696 8.250 .0425 8.208 07/01/2027 1126432 $ 749.69 09/01/1997
600068697 8.125 .0425 8.083 07/01/2027 1126168 $ 798.08 09/01/1997
600068698 8.125 .0425 8.083 07/01/2027 1127190 $1,900.18 09/01/1997
600068699 8.000 .0425 7.958 06/01/2027 1128248 $ 961.62 09/01/1997
600068700 7.875 .0425 7.833 06/01/2027 1127554 $1,466.43 09/01/1997
600068701 8.000 .0425 7.958 07/01/2027 1127539 $ 629.56 09/01/1997
600068702 7.875 .0425 7.833 07/01/2027 1127398 $1,188.00 09/01/1997
600068703 8.000 .0425 7.958 06/01/2027 1127257 $1,585.17 09/01/1997
600068704 8.125 .0425 8.083 07/01/2027 1129014 $2,505.20 09/01/1997
600068705 8.250 .0425 8.208 06/01/2027 1128891 $1,285.62 09/01/1997
600068707 8.500 .0425 8.458 06/01/2027 1129949 $3,681.76 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068693 360 .00 .00 .00 .000 .250 .293 $360,000.00 N
600068694 360 .00 .00 .00 .000 .250 .293 $342,500.00 N
600068695 360 .00 .00 .00 .000 .250 .293 $510,000.00 N
600068696 360 .00 .00 .00 .000 .250 .293 $130,000.00 N
600068697 360 .00 .00 .00 .000 .250 .293 $152,500.00 N
600068698 360 .00 .00 .00 .000 .250 .293 $640,000.00 N
600068699 360 .00 .00 .00 .000 .250 .293 $160,000.00 N
600068700 360 .00 .00 .00 .000 .250 .293 $246,900.00 N
600068701 360 .00 .00 .00 .000 .250 .293 $104,750.00 N
600068702 360 .00 .00 .00 .000 .250 .293 $305,000.00 N
600068703 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600068704 360 .00 .00 .00 .000 .250 .293 $412,000.00 N
600068705 360 .00 .00 .00 .000 .250 .293 $209,000.00 N
600068707 360 .00 .00 .00 .000 .250 .293 $625,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 36
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068708 CUNDIFF,MELVIN 3207 BARNES CIR GLENDALE CA 91208 $ 99,872.02 8.250 .250
600068709 BLACKMAN,LOUIS 9015 EAST BEARS TUCSON AZ 85749 $ 99,875.24 8.375 .250
600068710 SHAHKARAMI,MOHAMMAD 5107 BECKINGTON DALLAS TX 75287 $309,523.21 8.500 .250
600068711 AHMED,IQBAL 2042 WEST HYACI HIGHLANDS RANC CO 80126 $249,180.71 8.250 .250
600068712 SWINGLE,MARYAM 8010 EAST SANTA ORANGE CA 92869 $291,383.19 8.125 .250
600068713 PITTS,GREGORY 903 JOSEPHINE S AUSTIN TX 78704 $139,716.36 8.125 .250
600068714 GIBSON,PATRICK 3220 LANGLEY DR PLANO TX 75025 $381,834.97 8.750 .250
600068715 PRIDGEN,ARMENTA 19010 KITTRIDGE RESEDA CA 91335 $ 76,656.69 8.500 .250
600068716 VERBUKH,ISAAC 234 SOUTH GALE BEVERLY HILLS CA 90211 $236,512.07 8.500 .250
600068717 PETLOW,MICHAEL 5428 GRANADA WA CARPINTERIA CA 93013 $134,827.24 8.250 .250
600068718 ROBINSON,RONALD 9727 CINNABAR T AUSTIN TX 78726 $211,621.84 8.125 .250
600068719 HARRIGAN,TIMOTHY 9919 EL PATIO D DALLAS TX 75218 $111,603.31 8.125 .250
600068720 MCINTYRE,SCOTT 3820 ARROYO SOR SAN DIEGO CA 92130 $279,659.54 8.500 .250
600068721 AYALA, JR,RUDOLF 6408 SAILING BR AUSTIN TX 78744 $67,811.59 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068708 8.000 .0425 7.958 07/01/2027 1129634 $ 751.27 09/01/1997
600068709 8.125 .0425 8.083 07/01/2027 1129444 $ 760.08 09/01/1997
600068710 8.250 .0425 8.208 07/01/2027 1129162 $2,382.86 09/01/1997
600068711 8.000 .0425 7.958 07/01/2027 1130756 $1,874.41 09/01/1997
600068712 7.875 .0425 7.833 07/01/2027 1130749 $2,168.10 09/01/1997
600068713 7.875 .0425 7.833 07/01/2027 1131333 $1,038.75 09/01/1997
600068714 8.500 .0425 8.458 06/01/2027 1131291 $3,009.13 12 09/01/1997
600068715 8.250 .0425 8.208 07/01/2027 1149137 $ 590.14 09/01/1997
600068716 8.250 .0425 8.208 07/01/2027 1148907 $1,820.79 09/01/1997
600068717 8.000 .0425 7.958 07/01/2027 1148477 $1,014.21 09/01/1997
600068718 7.875 .0425 7.833 07/01/2027 1148428 $1,573.35 09/01/1997
600068719 7.875 .0425 7.833 07/01/2027 1148352 $ 829.74 09/01/1997
600068720 8.250 .0425 8.208 07/01/2027 1149772 $2,152.96 09/01/1997
600068721 8.250 .0425 8.208 07/01/2027 1149731 $ 529.01 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068708 360 .00 .00 .00 .000 .250 .293 $315,000.00 N
600068709 360 .00 .00 .00 .000 .250 .293 $147,400.00 N
600068710 360 .00 .00 .00 .000 .250 .293 $450,000.00 N
600068711 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
600068712 360 .00 .00 .00 .000 .250 .293 $365,000.00 N
600068713 360 .00 .00 .00 .000 .250 .293 $174,900.00 N
600068714 360 .00 .00 .00 .000 .250 .293 $425,000.00 N
600068715 360 .00 .00 .00 .000 .250 .293 $ 95,950.00 N
600068716 360 .00 .00 .00 .000 .250 .293 $296,000.00 N
600068717 360 .00 .00 .00 .000 .250 .293 $280,000.00 N
600068718 360 .00 .00 .00 .000 .250 .293 $264,900.00 N
600068719 360 .00 .00 .00 .000 .250 .293 $139,700.00 N
600068720 360 .00 .00 .00 .000 .250 .293 $350,000.00 N
600068721 360 .00 .00 .00 .000 .250 .293 $ 86,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 37
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068722 KIRWIN,JOYCE 206 MIAMI AVENU COLEMAN TX 76834 $ 45,544.56 8.500 .250
600068723 HORTON,ANTHONY 11414 SILMARILL AUSTIN TX 78739 $125,443.32 8.375 .250
600068724 MC FARLAND,BEVERLY 9173 WEST 7TH A LAKEWOOD CO 80215 $107,053.70 8.500 .250
600068725 HARRISON,ROBERT 26 MONTEREY COU MANHATTAN BEAC CA 90266 $ 94,875.30 8.125 .250
600068726 ISBELL,BARBARA 615 PINEY WAY # MORRO BAY CA 93442 $ 94,872.08 8.000 .250
600068727 TRAINOR,TIM 9637 LUCERNE ST VENTURA CA 93004 $ 99,858.39 7.750 .250
600068728 BROWN,KIRWIN 2701 FOUNTAIN H PLANO TX 75023 $105,450.46 7.750 .250
600068729 DIEMER,J. 1642 EAST CAMPU TEMPE AZ 85282 $ 53,133.63 8.375 .250
600068730 DOWLATSHAHI,MANIJEH 5243 LEWISON PL SAN DIEGO CA 92120 $124,840.05 8.250 .250
600068731 RYDER,L. 217 EAST AVENID SAN CLEMENTE CA 92672 $343,559.77 8.250 .250
600068732 KIPPER,STEVEN 3202 CLUB DRIVE LOS ANGELES CA 90064 $424,456.13 8.250 .250
600068733 MEHRER,STEPHEN 17626 MELLOW RI SPRING TX 77379 $ 79,072.07 8.125 .250
600068735 MOORE,JODEE 3168 VISTA GRAN CARLSBAD CA 92009 $ 99,872.02 8.250 .250
600068736 GAZCON,EDGARDO 432 SOUTH HAMEL LOS ANGELES CA 90048 $162,711.40 8.125 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068722 8.250 .0425 8.208 07/01/2027 1149707 $ 350.62 09/01/1997
600068723 8.125 .0425 8.083 07/01/2027 1149384 $ 954.65 09/01/1997
600068724 8.250 .0425 8.208 06/01/2027 1149376 $ 824.66 09/01/1997
600068725 7.875 .0425 7.833 07/01/2027 1150499 $ 705.37 09/01/1997
600068726 7.750 .0425 7.708 07/01/2027 1151406 $ 697.08 09/01/1997
600068727 7.500 .0425 7.458 07/01/2027 1152024 $ 716.41 09/01/1997
600068728 7.500 .0425 7.458 07/01/2027 1152818 $ 756.53 09/01/1997
600068729 8.125 .0425 8.083 07/01/2027 1152529 $ 404.36 09/01/1997
600068730 8.000 .0425 7.958 07/01/2027 1152388 $ 939.08 09/01/1997
600068731 8.000 .0425 7.958 07/01/2027 1153733 $2,584.36 09/01/1997
600068732 8.000 .0425 7.958 07/01/2027 1153600 $3,192.88 09/01/1997
600068733 7.875 .0425 7.833 07/01/2027 1154368 $ 588.06 09/01/1997
600068735 8.000 .0425 7.958 07/01/2027 1156371 $ 751.27 09/01/1997
600068736 7.875 .0425 7.833 07/01/2027 1158864 $1,213.98 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068722 360 .00 .00 .00 .000 .250 .293 $ 57,000.00 N
600068723 360 .00 .00 .00 .000 .250 .293 $157,000.00 N
600068724 360 .00 .00 .00 .000 .250 .293 $143,000.00 N
600068725 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
600068726 360 .00 .00 .00 .000 .250 .293 $158,900.00 N
600068727 360 .00 .00 .00 .000 .250 .293 $196,000.00 N
600068728 360 .00 .00 .00 .000 .250 .293 $132,000.00 N
600068729 360 .00 .00 .00 .000 .250 .293 $ 92,000.00 N
600068730 360 .00 .00 .00 .000 .250 .293 $160,000.00 N
600068731 360 .00 .00 .00 .000 .250 .293 $430,000.00 N
600068732 360 .00 .00 .00 .000 .250 .293 $700,000.00 N
600068733 360 .00 .00 .00 .000 .250 .293 $ 99,000.00 N
600068735 360 .00 .00 .00 .000 .250 .293 $137,000.00 N
600068736 360 .00 .00 .00 .000 .250 .293 $218,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 38
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068737 BRYANT,SHIRLEY 3752 BLUEBIRD C VISTA CA 92084 $211,735.54 8.375 .250
600068738 SRIVASTAVA,DEEPAK 11307 CHICOT DR DALLAS TX 75230 $201,514.22 7.750 .250
600068739 CEREGHINO,WARREN 704 HAVERFORD A PACIFIC PALISA CA 90272 $298,558.01 7.625 .250
600069558 CURLEY 51 COVENTRY LANE WEST BARNSTABLE MA 02668 $ 39,951.35 8.500 .250
600069559 O'NEAL 27 E PASTURE CIRCLE NORTH ANDOVER MA 01845 $199,750.50 8.375 .250
600069560 GRAZIANI 2909 DAVIDSONVILLE R DAVIDSONVILLE MD 21035 $230,711.84 8.375 .250
600069561 MORRISON 2142 STONEHARBOR LANE INDEPENDENCE KY 41051 $ 94,887.42 8.625 .250
600069562 KOHAN,VICKY 4705 ST THOMAS PLACE FORT WORTH TX 76135 $ 58,230.91 8.625 .250
600069563 BOWDEN 119 LAKELOCH DRIVE LIZELLA GA 31052 $181,901.29 8.375 .250
600069565 LUMSARGI 806 ALYSHEBA CIRCLE CANTONMENT FL 32533 $ 38,772.80 8.750 .250
600069566 LOFTON 10609 CREEKRIDGE DR PENSACOLA FL 32506 $ 64,814.79 8.125 .250
600069567 DUNN 5935 HERZMAN DR EVERGREEN CO 80439 $143,643.15 8.375 .250
600069568 GREENBERG, EDWARD 9610 BW CHATFIELD AVE. LITTLETON CO 80123 $ 57,030.57 8.500 .250
600069569 JENKS 608 ROCHELLE CT ROGERS AR 72756 $ 72,411.83 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600068737 8.125 .0425 8.083 07/01/2027 1160209 $1,611.35 09/01/1997
600068738 7.500 .0425 7.458 07/01/2027 1159771 $1,445.72 09/01/1997
600068739 7.375 .0425 7.333 07/01/2027 1159722 $2,123.38 09/01/1997
600069558 8.250 .0425 8.208 07/01/2027 1275228 $ 307.57 09/01/1997
600069559 8.125 .0425 8.083 07/01/2027 7093521 $1,520.15 09/01/1997
600069560 8.125 .0425 8.083 07/01/2027 7096518 $1,755.77 09/01/1997
600069561 8.375 .0425 8.333 07/01/2027 8088982 $ 738.90 09/01/1997
600069562 8.375 .0425 8.333 07/01/2027 8248072 $ 453.45 09/01/1997
600069563 8.125 .0425 8.083 07/01/2027 8260882 $1,386.38 09/01/1997
600069565 8.500 .0425 8.458 07/01/2027 8383652 $ 306.03 09/01/1997
600069566 7.875 .0425 7.833 07/01/2027 8482092 $ 481.89 09/01/1997
600069567 8.125 .0425 8.083 07/01/2027 8492002 $1,094.50 09/01/1997
600069568 8.250 .0425 8.208 07/01/2027 8493472 $ 439.05 09/01/1997
600069569 8.250 .0425 8.208 07/01/2027 8510082 $ 557.47 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600068737 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600068738 360 .00 .00 .00 .000 .250 .293 $252,300.00 N
600068739 360 .00 .00 .00 .000 .250 .293 $610,000.00 N
600069558 360 .00 .00 .00 .000 .250 .293 $227,000.00 N
600069559 360 .00 .00 .00 .000 .250 .293 $370,000.00 N
600069560 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600069561 360 .00 .00 .00 .000 .250 .293 $136,000.00 N
600069562 360 .00 .00 .00 .000 .250 .293 $ 89,500.00 N
600069563 360 .00 .00 .00 .000 .250 .293 $228,000.00 N
600069565 360 .00 .00 .00 .000 .250 .293 $109,000.00 N
600069566 360 .00 .00 .00 .000 .250 .293 $ 95,000.00 N
600069567 360 .00 .00 .00 .000 .250 .293 $180,000.00 N
600069568 360 .00 .00 .00 .000 .250 .293 $ 85,500.00 N
600069569 360 .00 .00 .00 .000 .250 .293 $131,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 39
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069570 CARR 7014 E 185TH AVE BONNEY LAKE WA 98390 $78,396.95 8.125 .250
600069571 TIMMONS 501 AUBURN STREET WHITMAN MA 02382 $100,081.25 8.625 .250
600069572 BLESSING 69 DAVENPORT STREE NORTH ADAMS MA 01247 $75,653.05 8.250 .250
600069573 LE 617-19 HARMON STREET SANTA ANA CA 92704 $119,791.34 8.750 .250
600069574 SENTER 1609 WILLOW GROVE AV LAVROCK PA 19118 $134,835.84 8.500 .250
600069575 BOYLE 27903 N E 26TH STREET REDMOND WA 98053 $290,646.17 8.500 .250
600069576 GUZZO, GENE 1437 YOSEMITE STREET DENVER CO 80220 $35,962.52 9.250 .250
600069577 MARTINEZ, TONY 7160 FIRE HILL DR FORT WORTH TX 76137 $37,461.97 9.375 .250
600069578 STRIPLIN 112TOMMY TERRACE WARNER ROBINS GA 31088 $47,649.03 9.125 .250
600069579 TAPPER 3620 MASSOIT DRIVE AUGUSTA GA 30906 $59,231.51 8.750 .250
600069580 KRAKER 1256 CORNWALLIS DR CHARLESTON SC 29412 $93,569.43 8.250 .250
600069581 LISY 513E REDONDO DRIVE GILBERT AZ 85296 $91,701.91 9.125 .250
600069582 SAMUELSON, SUSAN 2059S POPLAR CASPER WY 82601 $49,420.37 9.125 .250
600069583 KARL 16 COURT ST PROVINCETOWN MA 02657 $154,820.99 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069570 7.875 .0425 7.833 07/01/2027 8522622 $582.86 09/01/1997
600069571 8.375 .0425 8.333 07/01/2027 7093956 $779.35 09/01/1997
600069572 8.000 .0425 7.958 07/01/2027 5963272 $569.09 09/01/1997
600069573 8.500 .0425 8.458 06/01/2027 7090170 $944.05 09/01/1997
600069574 8.250 .0425 8.208 07/01/2027 7091942 $1,038.04 09/01/1997
600069575 8.250 .0425 8.208 07/01/2027 7093658 $2,237.54 1 09/01/1997
600069576 9.000 .0425 8.958 07/01/2027 7096692 $296.17 12 09/01/1997
600069577 9.125 .0425 9.083 07/01/2027 8205912 $311.91 12 09/01/1997
600069578 8.875 .0425 8.833 07/01/2027 8282312 $388.11 7 09/01/1997
600069579 8.500 .0425 8.458 07/01/2027 8351972 $466.52 7 09/01/1997
600069580 8.000 .0425 7.958 06/01/2027 8464282 $704.31 09/01/1997
600069581 8.875 .0425 8.833 07/01/2027 8464892 $746.92 2 09/01/1997
600069582 8.875 .0425 8.833 06/01/2027 8484782 $402.75 12 09/01/1997
600069583 8.500 .0425 8.458 07/01/2027 8491482 $1,219.39 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069570 360 .00 .00 .00 .000 .250 .293 $139,000.00 N
600069571 360 .00 .00 .00 .000 .250 .293 $125,500.00 N
600069572 360 .00 .00 .00 .000 .250 .293 $103,000.00 N
600069573 360 .00 .00 .00 .000 .250 .293 $180,000.00 N
600069574 360 .00 .00 .00 .000 .250 .293 $210,000.00 N
600069575 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
600069576 360 .00 .00 .00 .000 .250 .293 $ 40,000.00 N
600069577 360 .00 .00 .00 .000 .250 .293 $ 43,000.00 N
600069578 360 .00 .00 .00 .000 .250 .293 $ 54,000.00 N
600069579 360 .00 .00 .00 .000 .250 .293 $ 66,000.00 N
600069580 360 .00 .00 .00 .000 .250 .293 $128,000.00 N
600069581 360 .00 .00 .00 .000 .250 .293 $120,000.00 N
600069582 360 .00 .00 .00 .000 .250 .293 $ 55,000.00 N
600069583 360 .00 .00 .00 .000 .250 .293 $460,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 40
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069584 FOSDICK, JEFFREY 4029 OVERLAND DR LAWRENCE KS 66049 $111,078.06 9.000 .250
600069585 FOSDICK, JEFFREY 4033 OVERLAND DR LAWRENCE KS 66049 $110,070.56 9.000 .250
600069586 FOSDICK, JEFFREY 4037 OVERLAND DR LAWRENCE KS 66049 $111,078.06 9.000 .250
600069587 CARDEN, GREGORY 273 BROOKS WOOLSEY RD FAYETTEVILLE GA 30215 $ 85,881.25 7.875 .250
600069588 CADIEUX 98 LOOMIS ST BURLINGTON VT 05401 $115,979.15 9.250 .250
600069719 WEISS SANFORD 10129 PINNACLE LAS VEGAS NV 89134 $ 82,494.29 8.250 .250
600069720 COX CARL 2644 WALKER AVE CARMEL CA 93921 $375,102.42 8.625 .250
600069721 SUNTKEN JOEY 823 BENNETT AVE COLORADO SPRING CO 80909 $ 69,513.18 8.375 .250
600069722 HARE DAYNA 2033 LAKEWAY BO AUSTIN TX 78734 $198,395.43 8.625 .250
600069723 STAFFORD ROBERT 2220 CANTON LOF DALLAS TX 75201 $198,145.90 8.625 .250
600069724 WISE STEVEN 410 KINGS AVENU MORRO BAY CA 93442 $211,755.17 8.750 .250
600069725 LOUGEE WAYNE 531 ISABELLA RO EL GRANADA CA 94018 $414,278.46 8.750 .250
600069726 SPRINSOCK BRION 363 OCEAN STREE SANTA CRUZ CA 95060 $309,632.64 8.625 .250
600069727 TESTERINK REBECCA 206 ARTESIAN DR GARNER NC 27529 $ 79,106.14 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069584 8.750 .0425 8.708 07/01/2027 8541532 $ 894.74 19 09/01/1997
600069585 8.750 .0425 8.708 07/01/2027 8541552 $ 894.74 19 09/01/1997
600069586 8.750 .0425 8.708 07/01/2027 8541602 $ 894.74 19 09/01/1997
600069587 7.625 .0425 7.583 07/01/2027 8550112 $ 623.56 09/01/1997
600069588 9.000 .0425 8.958 07/01/2027 8582432 $ 955.13 12 09/01/1997
600069719 8.000 .0425 7.958 07/01/2027 1065911 $ 620.55 09/01/1997
600069720 8.375 .0425 8.333 05/01/2027 1100791 $2,924.49 09/01/1997
600069721 8.125 .0425 8.083 07/01/2027 1106830 $ 529.01 09/01/1997
600069722 8.375 .0425 8.333 06/01/2027 1112697 $1,545.86 09/01/1997
600069723 8.375 .0425 8.333 06/01/2027 1116011 $1,543.91 09/01/1997
600069724 8.500 .0425 8.458 07/01/2027 1116151 $1,667.80 09/01/1997
600069725 8.500 .0425 8.458 06/01/2027 1116847 $3,264.81 09/01/1997
600069726 8.375 .0425 8.333 07/01/2027 1117456 $2,411.15 09/01/1997
600069727 8.375 .0425 8.333 07/01/2027 1118603 $ 616.01 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069584 360 .00 .00 .00 .000 .250 .293 $140,000.00 N
600069585 360 .00 .00 .00 .000 .250 .293 $140,000.00 N
600069586 360 .00 .00 .00 .000 .250 .293 $140,000.00 N
600069587 360 .00 .00 .00 .000 .250 .293 $107,500.00 N
600069588 360 .00 .00 .00 .000 .250 .293 $129,000.00 N
600069719 360 .00 .00 .00 .000 .250 .293 $166,641.00 N
600069720 360 .00 .00 .00 .000 .250 .293 $470,000.00 N
600069721 360 .00 .00 .00 .000 .250 .293 $ 87,000.00 N
600069722 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600069723 360 .00 .00 .00 .000 .250 .293 $250,000.00 N
600069724 360 .00 .00 .00 .000 .250 .293 $305,000.00 N
600069725 360 .00 .00 .00 .000 .250 .293 $575,000.00 N
600069726 360 .00 .00 .00 .000 .250 .293 $452,000.00 N
600069727 360 .00 .00 .00 .000 .250 .293 $ 99,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 41
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069728 WAIDE JACK 5807 WOODVIEW A AUSTIN TX 78756 $ 83,949.97 8.625 .250
600069729 FRANKMAN ALEKO 796 NORTH GATE WALNUT CREEK CA 94598 $329,313.53 7.875 .250
600069730 ANTRIM TERRANCE 16205 PAUL DRIV RED BLUFF CA 96080 $ 94,826.12 8.500 .250
600069731 BOS RANDY 234 NORTH ENTRA KANKAKEE IL 60901 $ 82,404.72 8.750 .250
600069732 KENNON JAMES 640 BELVEDERE D BENICIA CA 94510 $267,657.05 8.250 .250
600069733 MARREN JAMES 6263 NORTH KEAT CHICAGO IL 60646 $274,856.70 8.375 .250
600069734 NASROLLAHI TOM 7169 CASTLE PEA HILLS AREA) LO CA 91307 $279,650.72 8.375 .250
600069735 CLOE SHANNON 2418 BUNKER HIL TEMPLE TX 76504 $ 55,933.63 8.625 .250
600069736 CLOE SHANNON 3002 TRENTON DR TEMPLE TX 76504 $ 63,924.15 8.625 .250
600069737 RUPP STEPHEN 2310 ALTISMA WA CARLSBAD CA 92009 $ 65,520.24 8.500 .250
600069739 AFRAH BIZHAN 1402 CHRISTMAS ATLANTA GA 30329 $142,245.78 8.625 .250
600069740 NGUYEN NHAN 9875 LAFAYETTE THORNTON CO 80229 $ 99,480.06 8.625 .250
600069741 MATAMIS GUS 3212 HUGO STREE SAN DIEGO CA 92106 $169,803.67 8.750 .250
600069742 CRANE BARBARA 6702 EAST CHEER SCOTTSDALE AZ 85251 $ 91,890.97 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069728 8.375 .0425 8.333 06/01/2027 1121078 $ 654.12 09/01/1997
600069729 7.625 .0425 7.583 07/01/2027 1121417 $2,392.73 09/01/1997
600069730 8.250 .0425 8.208 06/01/2027 1122522 $ 730.47 09/01/1997
600069731 8.500 .0425 8.458 07/01/2027 1122829 $ 649.03 09/01/1997
600069732 8.000 .0425 7.958 07/01/2027 1123264 $2,013.39 09/01/1997
600069733 8.125 .0425 8.083 07/01/2027 1123488 $2,091.72 09/01/1997
600069734 8.125 .0425 8.083 07/01/2027 1123660 $2,128.20 09/01/1997
600069735 8.375 .0425 8.333 07/01/2027 1123785 $ 435.56 09/01/1997
600069736 8.375 .0425 8.333 07/01/2027 1123819 $ 497.79 09/01/1997
600069737 8.250 .0425 8.208 07/01/2027 1124114 $ 504.41 09/01/1997
600069739 8.375 .0425 8.333 06/01/2027 1125459 $1,108.35 09/01/1997
600069740 8.375 .0425 8.333 07/01/2027 1125483 $ 777.79 09/01/1997
600069741 8.500 .0425 8.458 07/01/2027 1125756 $1,337.39 09/01/1997
600069742 8.375 .0425 8.333 07/01/2027 1125939 $ 715.57 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069728 360 .00 .00 .00 .000 .250 .293 $114,500.00 N
600069729 360 .00 .00 .00 .000 .250 .293 $412,500.00 N
600069730 360 .00 .00 .00 .000 .250 .293 $121,885.00 N
600069731 360 .00 .00 .00 .000 .250 .293 $110,000.00 N
600069732 360 .00 .00 .00 .000 .250 .293 $335,000.00 N
600069733 360 .00 .00 .00 .000 .250 .293 $345,000.00 N
600069734 360 .00 .00 .00 .000 .250 .293 $353,000.00 N
600069735 360 .00 .00 .00 .000 .250 .293 $ 70,000.00 N
600069736 360 .00 .00 .00 .000 .250 .293 $ 80,000.00 N
600069737 360 .00 .00 .00 .000 .250 .293 $ 82,000.00 N
600069739 360 .00 .00 .00 .000 .250 .293 $190,000.00 N
600069740 360 .00 .00 .00 .000 .250 .293 $125,000.00 N
600069741 360 .00 .00 .00 .000 .250 .293 $212,750.00 N
600069742 360 .00 .00 .00 .000 .250 .293 $115,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 42
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069743 CHANG SUSAN 18427 PARK GROV DALLAS TX 75287 $143,743.10 8.625 .250
600069744 ODOM RONALD 2630 MANNING AV LOS ANGELES CA 90064 $313,954.77 7.750 .250
600069745 LOHANI BINU 2205 ANDREW DRI SUPERIOR CO 80027 $123,257.48 8.750 .250
600069746 COLLIS, JR. ROBERT 3490 SKYLINE TE MARIETTA GA 30060 $ 71,791.69 8.625 .250
600069747 R. ALBERTO 13882 LARWIN RO LA MIRADA CA 90638 $131,793.91 8.750 .250
600069748 VU HUNG 39340 CANYON HE FREMONT CA 94539 $461,452.51 8.625 .250
600069749 CHAN KEN 81 DOT AVENUE CAMPBELL CA 95008 $391,385.64 8.625 .250
600069750 MC DONALD PAMELA D. 1843 NORTH FAIR BURBANK CA 91505 $136,637.88 8.625 .250
600069752 FEASEL RAY 5365 ALLISON ST ARVADA CO 80002 $130,848.71 8.750 .250
600069753 TRAN ANTHONY 48867 EAGLE VIE FREMONT CA 94539 $499,376.27 8.375 .250
600069754 BEEBE MAY 1624 OAK STREET LOS ANGELES CA 90015 $ 81,156.18 8.750 .250
600069755 DUBE JOHN 11611 SONOMA DR AUSTIN TX 78734 $129,130.27 8.125 .250
600069756 RIVIELLO EMIDIO 1736 POWDER RIV RIO RANCHO NM 87124 $ 49,942.25 8.750 .250
600069757 HOLTMANN KENNETH 1025 LANSING ST AURORA CO 80010 $ 82,701.88 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069743 8.375 .0425 8.333 06/01/2027 1126424 $1,120.02 09/01/1997
600069744 7.500 .0425 7.458 07/01/2027 1126572 $2,252.40 09/01/1997
600069745 8.500 .0425 8.458 07/01/2027 1126697 $ 970.79 09/01/1997
600069746 8.375 .0425 8.333 06/01/2027 1126705 $ 559.39 09/01/1997
600069747 8.500 .0425 8.458 07/01/2027 1127265 $1,038.45 09/01/1997
600069748 8.375 .0425 8.333 07/01/2027 1127448 $3,593.39 09/01/1997
600069749 8.375 .0425 8.333 07/01/2027 1127596 $3,047.77 09/01/1997
600069750 8.375 .0425 8.333 07/01/2027 1127943 $1,064.02 09/01/1997
600069752 8.500 .0425 8.458 07/01/2027 1129592 $1,030.58 09/01/1997
600069753 8.125 .0425 8.083 07/01/2027 1129733 $3,800.36 09/01/1997
600069754 8.500 .0425 8.458 07/01/2027 1129774 $ 639.19 09/01/1997
600069755 7.875 .0425 7.833 07/01/2027 1129816 $ 960.05 09/01/1997
600069756 8.500 .0425 8.458 07/01/2027 1130525 $ 393.35 09/01/1997
600069757 8.375 .0425 8.333 07/01/2027 1130715 $ 644.01 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069743 360 .00 .00 .00 .000 .250 .293 $180,000.00 N
600069744 360 .00 .00 .00 .000 .250 .293 $393,000.00 N
600069745 360 .00 .00 .00 .000 .250 .293 $154,320.00 N
600069746 360 .00 .00 .00 .000 .250 .293 $ 89,900.00 N
600069747 360 .00 .00 .00 .000 .250 .293 $165,000.00 N
600069748 360 .00 .00 .00 .000 .250 .293 $625,000.00 N
600069749 360 .00 .00 .00 .000 .250 .293 $490,000.00 N
600069750 360 .00 .00 .00 .000 .250 .293 $182,500.00 N
600069752 360 .00 .00 .00 .000 .250 .293 $202,000.00 N
600069753 360 .00 .00 .00 .000 .250 .293 $629,919.00 N
600069754 360 .00 .00 .00 .000 .250 .293 $125,000.00 N
600069755 360 .00 .00 .00 .000 .250 .293 $161,647.00 N
600069756 360 .00 .00 .00 .000 .250 .293 $100,000.00 N
600069757 360 .00 .00 .00 .000 .250 .293 $ 92,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 43
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069758 VALENTI VICTOR 13822 NORTH 41S PHOENIX AZ 85032 $ 63,270.97 8.375 .250
600069759 RIVIELLO EMIDIO 3009 SOLANO MEA RIO RANCHO NM 87124 $ 49,942.25 8.750 .250
600069760 RUTTER VICTORIA L. 519 EAST PEBBLE TEMPE AZ 85282 $ 82,402.23 8.625 .250
600069761 YI CHUNG EUN 18970 BONNET WA SARATOGA CA 95070 $367,064.50 8.625 .250
600069762 VALDIVIA ADAN 4600 CASTLE CAR SALIDA CA 95368 $ 91,091.93 8.625 .250
600069763 LE DAHN 707 GUNNINSON C ARLINGTON TX 76006 $101,120.42 8.250 .250
600069764 KEEGAN TIMOTHY 20420 NASHVILLE CHATSWORTH CA 91311 $315,574.52 8.000 .250
600069765 LA MAR BARBARA 7420 EAST QUINC DENVER CO 80237 $ 83,902.99 8.750 .250
600069766 BUCHWALD THOMAS 796 DANNET ROAD BUFFALO GROVE IL 60089 $179,415.39 8.625 .250
600069767 SAPUNTO IGMEDIO 2104 WINTERSTON PLANO TX 75023 $ 86,150.39 8.750 .250
600069768 ADAMS MILDRED 1178 SPRUCE STR LIVERMORE CA 94550 $134,228.01 8.250 .250
600069769 WILSON KENNETH 730 SOMERSET CO MANSFIELD TX 76063 $ 57,579.90 8.500 .250
600069770 KOLAKOWSKI GILES 815 SPRUCE STRE LEADVILLE CO 80461 $119,846.43 8.250 .250
600069771 NICHOLSON KARYN 60 LA VISTA GRA SANTA BARBARA CA 93103 $ 76,901.46 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069758 8.125 .0425 8.083 07/01/2027 1130905 $ 481.51 09/01/1997
600069759 8.500 .0425 8.458 07/01/2027 1130954 $ 393.35 09/01/1997
600069760 8.375 .0425 8.333 07/01/2027 1133107 $ 641.68 09/01/1997
600069761 8.375 .0425 8.333 07/01/2027 1136845 $2,858.38 09/01/1997
600069762 8.375 .0425 8.333 07/01/2027 1137181 $ 709.34 09/01/1997
600069763 8.000 .0425 7.958 07/01/2027 1148345 $ 760.66 09/01/1997
600069764 7.750 .0425 7.708 07/01/2027 1148436 $2,318.70 09/01/1997
600069765 8.500 .0425 8.458 07/01/2027 1148949 $ 660.83 09/01/1997
600069766 8.375 .0425 8.333 07/01/2027 1149152 $1,400.02 2 09/01/1997
600069767 8.500 .0425 8.458 07/01/2027 1149434 $ 678.53 09/01/1997
600069768 8.000 .0425 7.958 07/01/2027 1149517 $1,009.70 09/01/1997
600069769 8.250 .0425 8.208 07/01/2027 1149590 $ 443.28 09/01/1997
600069770 8.000 .0425 7.958 07/01/2027 1149780 $ 901.52 09/01/1997
600069771 8.000 .0425 7.958 07/01/2027 1149889 $ 578.48 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069758 360 .00 .00 .00 .000 .250 .293 $ 84,500.00 N
600069759 360 .00 .00 .00 .000 .250 .293 $ 76,990.00 N
600069760 360 .00 .00 .00 .000 .250 .293 $110,000.00 N
600069761 360 .00 .00 .00 .000 .250 .293 $490,000.00 N
600069762 360 .00 .00 .00 .000 .250 .293 $114,000.00 N
600069763 360 .00 .00 .00 .000 .250 .293 $127,000.00 N
600069764 360 .00 .00 .00 .000 .250 .293 $395,000.00 N
600069765 360 .00 .00 .00 .000 .250 .293 $120,000.00 N
600069766 360 .00 .00 .00 .000 .250 .293 $200,000.00 N
600069767 360 .00 .00 .00 .000 .250 .293 $115,000.00 N
600069768 360 .00 .00 .00 .000 .250 .293 $168,000.00 N
600069769 360 .00 .00 .00 .000 .250 .293 $ 76,900.00 N
600069770 360 .00 .00 .00 .000 .250 .293 $150,000.00 N
600069771 360 .00 .00 .00 .000 .250 .293 $490,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 44
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069772 LOCKLEAR LYNN 135 GOLDMEADOW CARY NC 27511 $111,870.67 8.750 .250
600069773 IBSEN GREGORY 1021 EAST BOONE SANTA MARIA CA 93454 $113,465.38 8.625 .250
600069774 BOGUSLAVSKIY MIKHAIL 3640 MONTROSE P DULUTH GA 30136 $102,120.69 8.500 .250
600069775 CHENG JAN-FANG 201 MORAGA WAY ORINDA CA 94563 $367,504.52 8.000 .250
600069776 JENG MICHAEL 912 HUNTER LANE FREMONT CA 94539 $349,516.69 7.875 .250
600069777 DAVIS LEONARD 19068 STRITTMAT PILOT POINT TX 76258 $119,857.79 8.625 .250
600069778 CURRY JAMES 2036 LINDA LANE CARLSBAD CA 92008 $169,771.10 8.000 .250
600069779 HOLLOMON JOHNNIE 767 CEDAR CREEK WOODSTOCK GA 30189 $ 93,333.20 8.625 .250
600069780 RONK BRET 3001 CANYON CRE RICHARDSON TX 75080 $129,180.20 8.125 .250
600069781 BAGLIEN STEVE 7118 EAST MESET MESA AZ 85208 $ 89,493.82 8.625 .250
600069782 WILDE STEVE 3434 PLEASANT V CASTLE ROCK CO 80104 $222,115.38 8.250 .250
600069783 FOWLER MARY 2219 DOVER RIDG NORTH LAS VEGAS NV 89030 $115,459.45 8.500 .250
600069784 HOWARD, JR. MILTON 2332 NORTH DECA DECATUR GA 30033 $103,876.76 8.625 .250
600069785 KAUFMAN ALICE 355 BUENA VISTA SAN FRANCISCO CA 94117 $161,808.03 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069772 8.500 .0425 8.458 07/01/2027 1150002 $ 881.10 09/01/1997
600069773 8.375 .0425 8.333 07/01/2027 1150770 $ 883.57 09/01/1997
600069774 8.250 .0425 8.208 07/01/2027 1150879 $ 787.37 09/01/1997
600069775 7.750 .0425 7.708 07/01/2027 1150960 $2,700.25 09/01/1997
600069776 7.625 .0425 7.583 07/01/2027 1150994 $2,537.74 09/01/1997
600069777 8.375 .0425 8.333 07/01/2027 1151166 $ 933.35 09/01/1997
600069778 7.750 .0425 7.708 07/01/2027 1151505 $1,247.40 09/01/1997
600069779 8.375 .0425 8.333 06/01/2027 1151695 $ 727.23 09/01/1997
600069780 7.875 .0425 7.833 07/01/2027 1151703 $ 960.42 09/01/1997
600069781 8.375 .0425 8.333 07/01/2027 1151919 $ 696.90 09/01/1997
600069782 8.000 .0425 7.958 07/01/2027 1151984 $1,670.82 09/01/1997
600069783 8.250 .0425 8.208 07/01/2027 1152016 $ 888.86 09/01/1997
600069784 8.375 .0425 8.333 07/01/2027 1152040 $ 808.90 09/01/1997
600069785 8.375 .0425 8.333 07/01/2027 1152156 $1,260.02 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069772 360 .00 .00 .00 .000 .250 .293 $140,000.00 N
600069773 360 .00 .00 .00 .000 .250 .293 $142,000.00 N
600069774 360 .00 .00 .00 .000 .250 .293 $128,000.00 N
600069775 360 .00 .00 .00 .000 .250 .293 $470,000.00 N
600069776 360 .00 .00 .00 .000 .250 .293 $990,000.00 N
600069777 360 .00 .00 .00 .000 .250 .293 $150,000.00 N
600069778 360 .00 .00 .00 .000 .250 .293 $230,000.00 N
600069779 360 .00 .00 .00 .000 .250 .293 $116,900.00 N
600069780 360 .00 .00 .00 .000 .250 .293 $162,500.00 N
600069781 360 .00 .00 .00 .000 .250 .293 $112,000.00 N
600069782 360 .00 .00 .00 .000 .250 .293 $278,000.00 N
600069783 360 .00 .00 .00 .000 .250 .293 $144,500.00 N
600069784 360 .00 .00 .00 .000 .250 .293 $130,000.00 N
600069785 360 .00 .00 .00 .000 .250 .293 $237,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 45
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069786 YEAGLE EDWARD 5323 PASEO ORLA SANTA BARBARA CA 93111 $246,808.74 8.250 .250
600069787 BAGLIEN STEVE 4555 WEST SHANN CHANDLER AZ 85226 $94,687.67 8.625 .250
600069788 LA GREIDE GARY 4521 EAST SANDI PHOENIX AZ 85044 $117,053.81 8.375 .250
600069789 HUMPHREY JOHN 620 ULTIMO AVEN LONG BEACH CA 90814 $211,742.23 8.500 .250
600069790 SOLOMON RICHARD 8100 NORTH MAIN LOUVIERS CO 80131 $104,875.57 8.625 .250
600069791 THOMAS DIANE 458 PARKHURST D DALLAS TX 75218 $54,335.53 8.625 .250
600069792 WITTY ANN 13261 SEMORA PL CERRITOS CA 90703 $176,692.26 8.750 .250
600069793 MUSANTE DOLLY 1825 EAST LAKEC GILBERT AZ 85234 $232,209.97 8.375 .250
600069794 SCOTT PAUL 2630 DARRELL P SAN FRANCISCO CA 94133 $414,441.24 8.000 .250
600069795 YORK CANDACE 937 SOUTH PINE BAILEY CO 80421 $88,894.54 8.625 .250
600069796 MILLER JODY 306 RISING SUN BAILEY CO 80421 $69,911.31 8.375 .250
600069797 SINGER WAYNE 925 COASTLINE D SEAL BEACH CA 90740 $237,679.55 8.000 .250
600069798 NUNES PAULINE 14911 LARK STRE SAN LEANDRO CA 94578 $89,887.72 8.375 .250
600069799 PENALOSA BENJAMIN 3127 WEST TYLER ANAHEIM CA 92801 $146,821.27 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069786 8.000 .0425 7.958 07/01/2027 1152289 $1,856.57 09/01/1997
600069787 8.375 .0425 8.333 07/01/2027 1152420 $737.34 09/01/1997
600069788 8.125 .0425 8.083 07/01/2027 1152446 $890.80 09/01/1997
600069789 8.250 .0425 8.208 07/01/2027 1152586 $1,630.10 09/01/1997
600069790 8.375 .0425 8.333 07/01/2027 1152784 $816.68 09/01/1997
600069791 8.375 .0425 8.333 07/01/2027 1152867 $423.12 09/01/1997
600069792 8.500 .0425 8.458 06/01/2027 1152909 $1,392.46 09/01/1997
600069793 8.125 .0425 8.083 07/01/2027 1153170 $1,767.17 09/01/1997
600069794 7.750 .0425 7.708 07/01/2027 1153188 $3,045.12 09/01/1997
600069795 8.375 .0425 8.333 07/01/2027 1153535 $692.23 09/01/1997
600069796 8.125 .0425 8.083 07/01/2027 1153584 $532.05 09/01/1997
600069797 7.750 .0425 7.708 07/01/2027 1153675 $1,746.36 09/01/1997
600069798 8.125 .0425 8.083 07/01/2027 1153709 $684.07 09/01/1997
600069799 8.250 .0425 8.208 07/01/2027 1153717 $1,130.30 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069786 360 .00 .00 .00 .000 .250 .293 $329,500.00 N
600069787 360 .00 .00 .00 .000 .250 .293 $118,500.00 N
600069788 360 .00 .00 .00 .000 .250 .293 $146,500.00 N
600069789 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600069790 360 .00 .00 .00 .000 .250 .293 $131,500.00 N
600069791 360 .00 .00 .00 .000 .250 .293 $68,000.00 N
600069792 360 .00 .00 .00 .000 .250 .293 $225,000.00 N
600069793 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
600069794 360 .00 .00 .00 .000 .250 .293 $725,000.00 N
600069795 360 .00 .00 .00 .000 .250 .293 $123,000.00 N
600069796 360 .00 .00 .00 .000 .250 .293 $197,500.00 N
600069797 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600069798 360 .00 .00 .00 .000 .250 .293 $150,000.00 N
600069799 360 .00 .00 .00 .000 .250 .293 $165,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 46
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069800 FLAHIVE ANTHONY 16049 PINNACLE CHINO HILLS CA 91709 $274,639.00 8.125 .250
600069801 ANDERLE BARBARA 12013 EUDORA CO THORNTON CO 80241 $ 79,203.58 8.500 .250
600069802 POLITZKI CHRISTINE 5129 OSCEOLA ST DENVER CO 80212 $103,377.36 8.625 .250
600069803 EADS BARRY 18716 FORTSON A DALLAS TX 75252 $165,848.10 8.500 .250
600069804 CARNES RAY 5850 WEST TIERR GLENDALE AZ 85306 $ 95,886.23 8.625 .250
600069805 SILVA ANTHONY 8865 DAVONA DRI DUBLIN CA 94568 $164,783.41 8.125 .250
600069806 NIR SHERYL 11519 HARBOR RO FRISCO TX 75035 $111,519.50 8.500 .250
600069807 CARLSON WESLEY 1535 DALE AVENU ARROYO GRANDE CA 93420 $273,067.57 8.500 .250
600069808 SINH NGUYEN 6927 STARLING V SAN JOSE CA 95120 $299,616.08 8.250 .250
600069809 ROBERTSON LYNDA 3106 ANTELOPE D MESQUITE TX 75181 $ 91,972.82 7.875 .250
600069810 PRENGLE SCOTT 6304 LA COSA DALLAS TX 75248 $121,436.27 8.000 .250
600069811 PATEL CHANDRAKANT 5112 SKY LAKE D PLANO TX 75093 $486,560.44 8.125 .250
600069812 FEES DONALD 6116 RICKERHILL AUSTIN TX 78739 $144,605.03 8.000 .250
600069813 PHAM MUOI 584 SOUTH SONYA AHAHEIM CA 92802 $146,987.14 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069800 7.875 .0425 7.833 07/01/2027 1153899 $2,041.87 09/01/1997
600069801 8.250 .0425 8.208 07/01/2027 1153931 $ 609.75 09/01/1997
600069802 8.375 .0425 8.333 07/01/2027 1154004 $ 805.01 09/01/1997
600069803 8.250 .0425 8.208 07/01/2027 1154194 $1,276.78 09/01/1997
600069804 8.375 .0425 8.333 07/01/2027 1154301 $ 746.68 09/01/1997
600069805 7.875 .0425 7.833 07/01/2027 1154400 $1,225.12 09/01/1997
600069806 8.250 .0425 8.208 07/01/2027 1154681 $ 865.03 09/01/1997
600069807 8.250 .0425 8.208 07/01/2027 1154954 $2,102.21 09/01/1997
600069808 8.000 .0425 7.958 07/01/2027 1155753 $2,253.80 09/01/1997
600069809 7.625 .0425 7.583 07/01/2027 1156322 $ 667.79 09/01/1997
600069810 7.750 .0425 7.708 07/01/2027 1156827 $ 892.26 09/01/1997
600069811 7.875 .0425 7.833 07/01/2027 1156892 $3,617.45 09/01/1997
600069812 7.750 .0425 7.708 07/01/2027 1156975 $1,062.49 09/01/1997
600069813 8.000 .0425 7.958 07/01/2027 1157429 $1,108.12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069800 360 .00 .00 .00 .000 .250 .293 $345,000.00 N
600069801 360 .00 .00 .00 .000 .250 .293 $120,000.00 N
600069802 360 .00 .00 .00 .000 .250 .293 $138,000.00 N
600069803 360 .00 .00 .00 .000 .250 .293 $207,600.00 N
600069804 360 .00 .00 .00 .000 .250 .293 $128,000.00 N
600069805 360 .00 .00 .00 .000 .250 .293 $210,000.00 N
600069806 360 .00 .00 .00 .000 .250 .293 $150,672.00 N
600069807 360 .00 .00 .00 .000 .250 .293 $341,800.00 N
600069808 360 .00 .00 .00 .000 .250 .293 $610,900.00 N
600069809 360 .00 .00 .00 .000 .250 .293 $115,180.00 N
600069810 360 .00 .00 .00 .000 .250 .293 $152,000.00 N
600069811 360 .00 .00 .00 .000 .250 .293 $609,000.00 N
600069812 360 .00 .00 .00 .000 .250 .293 $181,000.00 N
600069813 360 .00 .00 .00 .000 .250 .293 $187,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 47
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069814 ALVARADO ANTHONY 4683 ATASCO DRI SANTA BARBARA CA 93110 $149,808.04 8.250 .250
600069815 EPSTEIN MARGARET 2300 SHERBROOKE MCKINNEY TX 75070 $138,822.13 8.250 .250
600069816 GOLDSHOLL KENNETH 4492 MEADOWLARK SANTA BARBARA CA 93105 $505,368.78 8.375 .250
600069817 BUCKALEW CAROLE 8113 WAIMEA STR FRISCO TX 75035 $ 94,272.90 8.000 .250
600069818 WHITE RICHARD 26053 BATES PLA STEVENSON RANCH CA 91381 $209,695.05 7.625 .250
600069819 DAMPIER-BENNETT JUNE 2424 BOWMONT DR LOS ANGELES CA 90210 $219,725.56 8.375 .250
600069820 WHITTEBERRY BETTY 805 FOREST CRES EULESS TX 76039 $ 97,281.58 8.500 .250
600069821 MOSELEY SUZANNE 57215723 VICKE DALLAS TX 75206 $ 82,447.02 8.375 .250
600069822 DELINO JODY 2003 WAPATO COV ROUND ROCK TX 78664 $111,445.89 7.875 .250
600069823 WALLACE TJ 4624 EAST BLUE ORANGE CA 92869 $254,881.66 8.375 .250
600069824 BELOSIC LELAND 518 RED OAK STR ALLEN TX 75002 $ 32,858.96 8.375 .250
600069825 GUEFEN TED 119 SOUTH ALMON LOS ANGELES CA 90048 $407,436.60 7.875 .250
600069826 ARMSTRONG BARRY 4121 WEST MONTE PHOENIX AZ 85023 $123,845.32 8.375 .250
600069827 ETSCHART CHRISTOPHER 5225 MARIGOT PL SAN DIEGO CA 92124 $96,613.54 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069814 8.000 .0425 7.958 07/01/2027 1158054 $1,126.90 09/01/1997
600069815 8.000 .0425 7.958 07/01/2027 1158385 $1,044.26 09/01/1997
600069816 8.125 .0425 8.083 07/01/2027 1158989 $3,845.97 09/01/1997
600069817 7.750 .0425 7.708 07/01/2027 1159102 $ 692.67 09/01/1997
600069818 7.375 .0425 7.333 07/01/2027 1159250 $1,486.37 09/01/1997
600069819 8.125 .0425 8.083 07/01/2027 1159623 $1,672.16 09/01/1997
600069820 8.250 .0425 8.208 07/01/2027 1160779 $ 748.92 09/01/1997
600069821 8.125 .0425 8.083 07/01/2027 1160787 $ 627.44 09/01/1997
600069822 7.625 .0425 7.583 07/01/2027 1161173 $ 809.18 09/01/1997
600069823 8.125 .0425 8.083 07/01/2027 1161207 $1,939.70 09/01/1997
600069824 8.125 .0425 8.083 07/01/2027 1161280 $ 250.06 09/01/1997
600069825 7.625 .0425 7.583 07/01/2027 1161546 $2,958.28 09/01/1997
600069826 8.125 .0425 8.083 07/01/2027 1163351 $ 942.49 09/01/1997
600069827 8.000 .0425 7.958 06/01/2027 843961 $ 727.23 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069814 360 .00 .00 .00 .000 .250 .293 $285,000.00 N
600069815 360 .00 .00 .00 .000 .250 .293 $173,784.00 N
600069816 360 .00 .00 .00 .000 .250 .293 $632,500.00 Y
600069817 360 .00 .00 .00 .000 .250 .293 $118,000.00 N
600069818 360 .00 .00 .00 .000 .250 .293 $364,740.00 N
600069819 360 .00 .00 .00 .000 .250 .293 $580,000.00 N
600069820 360 .00 .00 .00 .000 .250 .293 $121,800.00 N
600069821 360 .00 .00 .00 .000 .250 .293 $127,000.00 N
600069822 360 .00 .00 .00 .000 .250 .293 $139,500.00 N
600069823 360 .00 .00 .00 .000 .250 .293 $319,000.00 N
600069824 360 .00 .00 .00 .000 .250 .293 $ 47,000.00 N
600069825 360 .00 .00 .00 .000 .250 .293 $510,000.00 N
600069826 360 .00 .00 .00 .000 .250 .293 $155,000.00 N
600069827 360 .00 .00 .00 .000 .250 .293 $123,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 48
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069828 HERMAN GREGORY 726 ELIZEBETH S SAN FRANCISCO CA 94114 $194,744.02 8.125 .250
600069829 CUBILLA LOUIS 3505 LOS PINOS SANTA BARBARA CA 93105 $328,346.94 8.125 .250
600069830 KOEPKE SANDY 1517 NORTH BEVE BEVERLY HILLS CA 90210 $474,340.46 7.875 .250
600069831 SWITTS RANDALL 10490 WORTHINGT ROSWELL GA 30076 $ 87,102.04 8.875 .250
600069832 ROSE CHARLES 4404 LANDLEWOOD DALLAS TX 75287 $216,701.57 8.500 .250
600069833 BURBACH JAMES 2777 NOVA ROAD PINE CO 80470 $124,202.79 8.625 .250
600069834 MCCAIN J. 108 &110 OWENS GEORGETOWN TX 78676 $ 64,690.20 8.875 .250
600069835 CAMPBELL, JR. JAMES 313 BAYSHORE DR MONTGOMERY TX 77356 $189,232.78 8.625 .250
600069836 PONDER COLIN 3175 CARAMELLO PLEASANTON CA 94588 $176,409.35 9.000 .250
600069837 JOYCE JOHN 1514 7TH AVENUE SAN DIEGO CA 92101 $ 55,764.12 9.250 .250
600069838 CATHEY PHILLIP 5571 17TH PLACE LUBBOCK TX 79416 $ 29,952.98 9.250 .250
600069839 BRODEN STEVE 274 MOUNTAIRE C CLAYTON CA 94517 $205,852.71 8.250 .250
600069840 MACE BRIAN 13102 BOOMER LA AUSTIN TX 78729 $137,334.97 8.250 .250
600069841 POMEROY CHRISTOPHER 907 N. MEADOWS AUSTIN TX 78758 $112,314.25 9.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069828 7.875 .0425 7.833 07/01/2027 1061175 $1,447.87 09/01/1997
600069829 7.875 .0425 7.833 04/01/2027 1078484 $2,447.28 09/01/1997
600069830 7.625 .0425 7.583 04/01/2027 1087261 $3,451.34 09/01/1997
600069831 8.625 .0425 8.583 05/01/2027 1096288 $694.60 7 09/01/1997
600069832 8.250 .0425 8.208 06/01/2027 1100726 $1,670.85 09/01/1997
600069833 8.375 .0425 8.333 05/01/2027 1102813 $968.35 09/01/1997
600069834 8.625 .0425 8.583 06/01/2027 1107515 $515.58 2 09/01/1997
600069835 8.375 .0425 8.333 05/01/2027 1107549 $1,487.14 09/01/1997
600069836 8.750 .0425 8.708 05/01/2027 1108620 $1,422.58 09/01/1997
600069837 9.000 .0425 8.958 05/01/2027 1109768 $460.29 18 09/01/1997
600069838 9.000 .0425 8.958 06/01/2027 1110444 $246.81 09/01/1997
600069839 8.000 .0425 7.958 06/01/2027 1114958 $1,549.49 09/01/1997
600069840 8.000 .0425 7.958 06/01/2027 1117332 $1,033.74 09/01/1997
600069841 8.750 .0425 8.708 06/01/2027 1119759 $905.20 2 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069828 360 .00 .00 .00 .000 .250 .293 $285,000.00 N
600069829 360 .00 .00 .00 .000 .250 .293 $412,000.00 N
600069830 360 .00 .00 .00 .000 .250 .293 $595,000.00 N
600069831 360 .00 .00 .00 .000 .250 .293 $98,500.00 N
600069832 360 .00 .00 .00 .000 .250 .293 $271,655.00 N
600069833 360 .00 .00 .00 .000 .250 .293 $230,000.00 N
600069834 360 .00 .00 .00 .000 .250 .293 $72,000.00 N
600069835 360 .00 .00 .00 .000 .250 .293 $239,000.00 N
600069836 360 .00 .00 .00 .000 .250 .293 $221,000.00 N
600069837 360 .00 .00 .00 .000 .250 .293 $58,900.00 N
600069838 360 .00 .00 .00 .000 .250 .293 $55,000.00 N
600069839 360 .00 .00 .00 .000 .250 .293 $275,000.00 N
600069840 360 .00 .00 .00 .000 .250 .293 $172,000.00 N
600069841 360 .00 .00 .00 .000 .250 .293 $125,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 49
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069842 ELDER JACK 307 W. CLARENDO DALLAS TX 75208 $ 24,258.82 8.875 .250
600069843 CROTTY DAN 1304 MANITOU RO SANTA BARBARA CA 93101 $352,048.91 8.250 .250
600069844 O'NEILL HUGH 10404 CORK OAK DALLAS TX 75227 $ 31,163.96 8.750 .250
600069845 SHAMBE LACHELLE 18193 EAST KENT AURORA CO 80017 $ 56,576.06 8.750 .250
600069846 BOHANNON LINDA 1110 ALTA VISTA AMARILLO TX 79106 $ 26,966.32 8.375 .250
600069847 MYERS STEPHEN 4751 KENSINGTON ARLINGTON TX 76016 $139,131.48 8.250 .250
600069848 GRISHAM BILL 1723 N. LOCUST DENTON TX 76201 $ 55,705.46 8.875 .250
600069849 RICHARDS WILLIAM 13319 OAK RIDGE PALOS HEIGHTS IL 60463 $121,859.11 8.750 .250
600069850 AGUILAR NANCY 5255 BELLINGHAM LOS ANGELES CA 91607 $ 75,867.88 8.750 .250
600069851 SZAFLARSKI MICHAL 1309 ONTARIO AV SPRING GROVE IL 60081 $149,732.43 8.625 .250
600069852 MALONE DONALD 1552 BRENTWOOD MARIETTA GA 30062 $104,772.59 8.375 .250
600069853 SNEP STEFAN 2647 WEST WINON CHICAGO IL 60625 $195,779.43 8.875 .250
600069854 BERTAMINI STEFANO 2201 LAKEWAY BL AUSTIN TX 78734 $ 87,091.21 8.375 .250
600069855 DEARINGER BOBBY J 7330 EL LUCERO BUENA PARK CA 90620 $140,083.80 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069842 8.625 .0425 8.583 06/01/2027 1122233 $ 193.35 2 09/01/1997
600069843 8.000 .0425 7.958 07/01/2027 1122688 $2,648.21 09/01/1997
600069844 8.500 .0425 8.458 07/01/2027 1123553 $ 245.45 09/01/1997
600069845 8.500 .0425 8.458 06/01/2027 1124841 $ 446.06 2 09/01/1997
600069846 8.125 .0425 8.083 07/01/2027 1124932 $ 205.22 2 09/01/1997
600069847 8.000 .0425 7.958 06/01/2027 1126549 $1,047.27 09/01/1997
600069848 8.625 .0425 8.583 06/01/2027 1126754 $ 443.97 2 09/01/1997
600069849 8.500 .0425 8.458 07/01/2027 1127851 $ 959.77 09/01/1997
600069850 8.500 .0425 8.458 06/01/2027 1130061 $ 597.89 09/01/1997
600069851 8.375 .0425 8.333 06/01/2027 1130442 $1,166.68 09/01/1997
600069852 8.125 .0425 8.083 07/01/2027 1130707 $ 798.08 09/01/1997
600069853 8.625 .0425 8.583 07/01/2027 1130970 $1,559.46 09/01/1997
600069854 8.125 .0425 8.083 07/01/2027 1131036 $ 662.78 09/01/1997
600069855 8.375 .0425 8.333 07/01/2027 1149087 $1,090.85 14 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069842 360 .00 .00 .00 .000 .250 .293 $ 27,000.00 N
600069843 360 .00 .00 .00 .000 .250 .293 $470,000.00 N
600069844 360 .00 .00 .00 .000 .250 .293 $ 39,000.00 N
600069845 360 .00 .00 .00 .000 .250 .293 $ 63,000.00 N
600069846 360 .00 .00 .00 .000 .250 .293 $ 30,000.00 N
600069847 360 .00 .00 .00 .000 .250 .293 $200,000.00 N
600069848 360 .00 .00 .00 .000 .250 .293 $ 62,500.00 N
600069849 360 .00 .00 .00 .000 .250 .293 $152,500.00 N
600069850 360 .00 .00 .00 .000 .250 .293 $ 95,000.00 N
600069851 360 .00 .00 .00 .000 .250 .293 $252,000.00 N
600069852 360 .00 .00 .00 .000 .250 .293 $178,500.00 N
600069853 360 .00 .00 .00 .000 .250 .293 $245,000.00 N
600069854 360 .00 .00 .00 .000 .250 .293 $109,000.00 N
600069855 360 .00 .00 .00 .000 .250 .293 $165,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 50
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069856 SORBY BRIAN 5338 FORECASTLE CARLSBAD CA 92008 $224,604.76 8.125 .250
600069857 JOHNSON AUD 1710 MAGNOLIA S GLENVIEW IL 60025 $211,755.17 8.750 .250
600069859 BRADLEY JOHN 4224 SPRING MEA FLOWER MOUND TX 75028 $ 57,531.74 8.625 .250
600069860 LEVY MURRAY 25514 AVENIDA E SANTA CLARITA CA 91355 $251,643.13 7.750 .250
600069861 DVORAK DONALD 7739 CORTE PROM CARLSBAD CA 92009 $161,576.30 7.875 .250
600069862 WANG HSIN-YU 3801 14TH ST #1 PLANO TX 75074 $ 44,347.39 8.625 .250
600069863 HOFF 1195 DARMS LANE NAPA CA 94558 $295,280.70 7.500 .250
600069864 UNGERMANN 2 DANA COURT SCOTTS VALLEY CA 95066 $387,422.30 7.500 .250
600069866 THOMAS 23808 SOUTHEAST 24TH STRE ISSAQUAH WA 98029 $285,584.69 7.625 .250
600069867 DAANE 5840 MOHAWK STREET LAS VEGAS NV 89118 $295,070.90 7.625 .250
600069868 WESTON 1284 VISCAINO ROAD PEBBLE BEACH CA 93953 $554,194.05 7.625 .250
600069869 SNAPP 5578 CARRIAGE LANE SANTA ROSA CA 95403 $247,149.51 7.750 .250
600069870 RICHTER 1984 FORRESTER ROAD EL CENTRO CA 92243 $239,488.55 7.750 .250
600069871 MCGOWEN 14635 BADGER PASS MORGAN HILL CA 95037 $335,322.88 7.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069856 7.875 .0425 7.833 07/01/2027 1151133 $1,669.88 09/01/1997
600069857 8.500 .0425 8.458 07/01/2027 1152693 $1,667.80 09/01/1997
600069859 8.375 .0425 8.333 07/01/2027 1155423 $ 448.01 09/01/1997
600069860 7.500 .0425 7.458 07/01/2027 1158153 $1,805.36 09/01/1997
600069861 7.625 .0425 7.583 07/01/2027 1158666 $1,174.61 09/01/1997
600069862 8.375 .0425 8.333 07/01/2027 1161710 $ 345.34 09/01/1997
600069863 7.250 .0425 7.208 08/01/2027 92449474 $2,066.18 09/01/1997
600069864 7.250 .0425 7.208 07/01/2027 92449485 $2,712.95 09/01/1997
600069866 7.375 .0425 7.333 07/01/2027 92449494 $2,024.29 12 09/01/1997
600069867 7.375 .0425 7.333 07/01/2027 92449497 $2,091.53 09/01/1997
600069868 7.375 .0425 7.333 07/01/2027 92449498 $3,928.26 09/01/1997
600069869 7.500 .0425 7.458 07/01/2027 92449507 $1,773.12 09/01/1997
600069870 7.500 .0425 7.458 06/01/2027 92449509 $1,719.39 09/01/1997
600069871 7.500 .0425 7.458 07/01/2027 92449510 $2,407.15 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069856 360 .00 .00 .00 .000 .250 .293 $305,990.00 N
600069857 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600069859 360 .00 .00 .00 .000 .250 .293 $ 72,000.00 N
600069860 360 .00 .00 .00 .000 .250 .293 $315,000.00 N
600069861 360 .00 .00 .00 .000 .250 .293 $216,000.00 N
600069862 360 .00 .00 .00 .000 .250 .293 $ 55,500.00 N
600069863 360 .00 .00 .00 .000 .250 .293 $450,000.00 N
600069864 360 .00 .00 .00 .000 .250 .293 $485,000.00 N
600069866 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600069867 360 .00 .00 .00 .000 .250 .293 $375,000.00 N
600069868 360 .00 .00 .00 .000 .250 .293 $800,000.00 N
600069869 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600069870 360 .00 .00 .00 .000 .250 .293 $309,777.00 N
600069871 360 .00 .00 .00 .000 .250 .293 $460,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 51
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069872 FRENCH/WALDERA 736 NORTH 17TH STREET SAN JOSE CA 95112 $239,260.70 7.750 .250
600069873 ROPE 26805 HAWKHURST DRIVE RANCHO PALOS VE CA 90275 $479,320.25 7.750 .250
600069874 GENUNG 1324 BENEDICT CANYON DRIV LOS ANGELES CA 90210 $359,490.20 7.750 .250
600069875 TOOMEY 281 URBANO DRIVE SAN FRANCISCO CA 94127 $338,519.92 7.750 .250
600069876 MILLER 7331 GREBE DRIVE CARLSBAD CA 92009 $334,675.37 7.750 .250
600069877 LIEBESKIND 2640 CHABOT DRIVE SAN BRUNO CA 94066 $255,577.07 7.750 .250
600069878 CARRILLO 5320 EAST RURAL RIDGE CIR ANAHEIM CA 92807 $243,654.45 7.750 .250
600069879 SCHUBERT 910 EAST TUJUNGA AVENUE BURBANK CA 91501 $318,175.27 7.750 .250
600069880 BUSCH 1423 BUTTERFIELD ROAD SAN ANSELMO CA 94960 $464,671.81 7.750 .250
600069881 CHEN/YAO 19 PRESIDIO COURT CORTE MADERA CA 94925 $393,042.61 7.750 .250
600069882 MICKELSON 4715 51ST PLACE SOUTHWEST SEATTLE WA 98116 $279,613.36 7.875 .250
600069883 LIMTIACO 4952 ROSELLE COMMON FREMONT CA 94536 $239,668.58 7.875 .250
600069884 HEALY 349 RICHARDSON WAY MILL VALLEY CA 94941 $427,408.97 7.875 .250
600069885 ORDUNA 9044 HOLLYWOOD HILLS ROAD LOS ANGELES CA 90046 $347,519.45 7.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069872 7.500 .0425 7.458 07/01/2027 92449531 $1,716.52 09/01/1997
600069873 7.500 .0425 7.458 07/01/2027 92449532 $3,438.78 09/01/1997
600069874 7.500 .0425 7.458 07/01/2027 92449533 $2,579.08 09/01/1997
600069875 7.500 .0425 7.458 07/01/2027 92449536 $2,428.64 09/01/1997
600069876 7.500 .0425 7.458 07/01/2027 92449538 $2,401.06 09/01/1997
600069877 7.500 .0425 7.458 07/01/2027 92449539 $1,834.02 09/01/1997
600069878 7.500 .0425 7.458 07/01/2027 92449547 $1,748.05 09/01/1997
600069879 7.500 .0425 7.458 08/01/2027 92449548 $2,281.06 09/01/1997
600069880 7.500 .0425 7.458 08/01/2027 92449551 $3,331.32 09/01/1997
600069881 7.500 .0425 7.458 07/01/2027 92449554 $2,819.80 09/01/1997
600069882 7.625 .0425 7.583 07/01/2027 92449558 $2,030.19 09/01/1997
600069883 7.625 .0425 7.583 07/01/2027 92449561 $1,740.17 09/01/1997
600069884 7.625 .0425 7.583 07/01/2027 92449565 $3,103.30 09/01/1997
600069885 7.625 .0425 7.583 07/01/2027 92449567 $2,523.24 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069872 360 .00 .00 .00 .000 .250 .293 $299,500.00 N
600069873 360 .00 .00 .00 .000 .250 .293 $600,000.00 N
600069874 360 .00 .00 .00 .000 .250 .293 $450,000.00 N
600069875 360 .00 .00 .00 .000 .250 .293 $423,750.00 N
600069876 360 .00 .00 .00 .000 .250 .293 $418,986.00 N
600069877 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
600069878 360 .00 .00 .00 .000 .250 .293 $305,000.00 N
600069879 360 .00 .00 .00 .000 .250 .293 $398,000.00 N
600069880 360 .00 .00 .00 .000 .250 .293 $620,000.00 N
600069881 360 .00 .00 .00 .000 .250 .293 $492,000.00 N
600069882 360 .00 .00 .00 .000 .250 .293 $350,000.00 N
600069883 360 .00 .00 .00 .000 .250 .293 $300,000.00 N
600069884 360 .00 .00 .00 .000 .250 .293 $535,000.00 N
600069885 360 .00 .00 .00 .000 .250 .293 $435,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 52
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069886 WALSH/PFANN 1170 BOSTON STREET ALTADENA CA 91001 $333,938.23 7.875 .250
600069887 KLEMM 8420 LA BAJADA AVENUE WHITTIER CA 90605 $331,541.54 7.875 .250
600069888 FAYMAN 18326 WAKECREST DRIVE MALIBU AREA CA 90265 $559,226.69 7.875 .250
600069889 HERRERA/BETTI 1698 MICHAEL LANE LOS ANGELES CA 90272 $375,406.56 7.875 .250
600069890 SMITH/DAILEY 3126 HOLLYRIDGE DRIVE LOS ANGELES CA 90068 $328,545.68 7.875 .250
600069891 GRAHAM/FETTER 18093 SANDY CAPE DRIVE LOS ANGELES CA 90272 $432,402.07 7.875 .250
600069892 CASEMENT 278 VALLE VISTA DRIVE DANVILLE CA 94526 $251,652.02 7.875 .250
600069893 SCHNOLL 141 SHADOW CREEK COURT DANVILLE CA 94506 $511,292.97 7.875 .250
600069894 FROMM/GREENBERG 248 KENT AVENUE KENTFIELD CA 94904 $384,468.34 7.875 .250
600069895 BONNELL 316 VASSAR AVENUE KENSINGTON CA 94708 $439,281.98 7.875 .250
600069896 BIENIEK 125 LAKESIDE DRIVE CORTE MADERA CA 94925 $228,858.34 7.875 .250
600069897 HITTI 2943 GIBBONS DRIVE ALAMEDA CA 94501 $279,613.36 7.875 .250
600069898 LAVIANO/SWAN 51 COTTONWOOD DRIVE SAN RAFAEL CA 94901 $318,759.22 7.875 .250
600069899 YEARBY 25351 NORTH GOLD RIDGE DR CASTRO VALLEY CA 94552 $344,323.86 7.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069886 7.625 .0425 7.583 07/01/2027 92449569 $2,424.63 09/01/1997
600069887 7.625 .0425 7.583 07/01/2027 92449570 $2,407.23 09/01/1997
600069888 7.625 .0425 7.583 07/01/2027 92449572 $4,060.39 09/01/1997
600069889 7.625 .0425 7.583 07/01/2027 92449573 $2,726.26 09/01/1997
600069890 7.625 .0425 7.583 07/01/2027 92449574 $2,385.48 09/01/1997
600069891 7.625 .0425 7.583 07/01/2027 92449575 $3,139.55 09/01/1997
600069892 7.625 .0425 7.583 07/01/2027 92449577 $1,827.17 09/01/1997
600069893 7.625 .0425 7.583 07/01/2027 92449578 $3,712.36 09/01/1997
600069894 7.625 .0425 7.583 07/01/2027 92449580 $2,791.52 09/01/1997
600069895 7.625 .0425 7.583 07/01/2027 92449581 $3,190.31 09/01/1997
600069896 7.625 .0425 7.583 07/01/2027 92449582 $1,661.86 09/01/1997
600069897 7.625 .0425 7.583 07/01/2027 92449583 $2,030.19 09/01/1997
600069898 7.625 .0425 7.583 07/01/2027 92449584 $2,314.42 09/01/1997
600069899 7.625 .0425 7.583 07/01/2027 92449586 $2,500.04 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069886 360 .00 .00 .00 .000 .250 .293 $418,000.00 N
600069887 360 .00 .00 .00 .000 .250 .293 $415,000.00 N
600069888 360 .00 .00 .00 .000 .250 .293 $700,000.00 N
600069889 360 .00 .00 .00 .000 .250 .293 $470,000.00 N
600069890 360 .00 .00 .00 .000 .250 .293 $470,000.00 N
600069891 360 .00 .00 .00 .000 .250 .293 $844,000.00 N
600069892 360 .00 .00 .00 .000 .250 .293 $315,000.00 N
600069893 360 .00 .00 .00 .000 .250 .293 $640,000.00 N
600069894 360 .00 .00 .00 .000 .250 .293 $555,000.00 N
600069895 360 .00 .00 .00 .000 .250 .293 $550,000.00 N
600069896 360 .00 .00 .00 .000 .250 .293 $286,500.00 N
600069897 360 .00 .00 .00 .000 .250 .293 $365,000.00 N
600069898 360 .00 .00 .00 .000 .250 .293 $399,000.00 N
600069899 360 .00 .00 .00 .000 .250 .293 $431,026.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 53
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069900 ULRICKSEN 3224 OMEGA CIRCLE PLEASANTON CA 94588 $259,640.97 7.875 .250
600069901 CAPPS 6062 SHELTER BAY AVENUE MILL VALLEY CA 94941 $345,921.66 7.875 .250
600069902 MCDOWELL 2260 GOLDEN CIRCLE NEWPORT BEACH CA 92660 $267,629.91 7.875 .250
600069903 BAILEY 1385 CORBEROSA DRIVE ARROYO GRANDE CA 93420 $233,676.88 7.875 .250
600069905 BERFIELD 21667 HERON DRIVE BODEGA BAY CA 94923 $246,834.27 8.000 .250
600069906 SMITH 221 SUNSET DRIVE ENCINITAS CA 92024 $539,272.92 8.000 .250
600069907 HOERR 3468 VIA LOMA VISTA ESCONDIDO CA 92029 $248,753.50 8.000 .250
600069908 VANDEMORE/KUTSU 24720 GILMORE STREET LOS ANGELES CA 91307 $371,349.34 8.000 .250
600069909 PARALEZ 3311 WOODSIDE TERRACE FREMONT CA 94539 $558,047.60 8.000 .250
600069910 HORWICH/COHEN 10700 WELLWORTH AVENUE LOS ANGELES CA 90024 $368,284.44 8.000 .250
600069911 HANSON 11 LYNN COURT SAN RAFAEL CA 94901 $203,725.33 8.000 .250
600069912 ALPERT 860 SKYLINE DRIVE SAN LUIS OBISPO CA 93405 $419,434.50 8.000 .250
600069913 FONG/FONG 265 DORANTES AVENUE SAN FRANCISCO CA 94116 $326,559.72 8.000 .250
600069914 WILKINSON 2236 KENRY WAY SOUTH SAN FRANC CA 94080 $262,146.57 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069900 7.625 .0425 7.583 07/01/2027 92449589 $1,885.18 09/01/1997
600069901 7.625 .0425 7.583 07/01/2027 92449590 $2,511.64 09/01/1997
600069902 7.625 .0425 7.583 07/01/2027 92449593 $1,943.19 09/01/1997
600069903 7.625 .0425 7.583 07/01/2027 92449598 $1,696.66 09/01/1997
600069905 7.750 .0425 7.708 08/01/2027 92449607 $1,812.40 09/01/1997
600069906 7.750 .0425 7.708 07/01/2027 92449609 $3,962.33 09/01/1997
600069907 7.750 .0425 7.708 07/01/2027 92449611 $1,841.75 09/01/1997
600069908 7.750 .0425 7.708 07/01/2027 92449612 $2,728.50 09/01/1997
600069909 7.750 .0425 7.708 07/01/2027 92449613 $4,100.28 09/01/1997
600069910 7.750 .0425 7.708 07/01/2027 92449616 $2,706.12 09/01/1997
600069911 7.750 .0425 7.708 07/01/2027 92449618 $1,496.88 09/01/1997
600069912 7.750 .0425 7.708 07/01/2027 92449619 $3,081.81 09/01/1997
600069913 7.750 .0425 7.708 07/01/2027 92449621 $2,399.41 09/01/1997
600069914 7.750 .0425 7.708 07/01/2027 92449623 $1,926.13 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069900 360 .00 .00 .00 .000 .250 .293 $ 350,000.00 N
600069901 360 .00 .00 .00 .000 .250 .293 $ 433,000.00 N
600069902 360 .00 .00 .00 .000 .250 .293 $ 335,000.00 N
600069903 360 .00 .00 .00 .000 .250 .293 $ 400,000.00 N
600069905 360 .00 .00 .00 .000 .250 .293 $ 365,000.00 N
600069906 360 .00 .00 .00 .000 .250 .293 $1,000,000.00 N
600069907 360 .00 .00 .00 .000 .250 .293 $ 322,000.00 N
600069908 360 .00 .00 .00 .000 .250 .293 $ 464,866.00 N
600069909 360 .00 .00 .00 .000 .250 .293 $ 698,523.00 N
600069910 360 .00 .00 .00 .000 .250 .293 $ 461,000.00 N
600069911 360 .00 .00 .00 .000 .250 .293 $ 255,000.00 N
600069912 360 .00 .00 .00 .000 .250 .293 $ 560,000.00 N
600069913 360 .00 .00 .00 .000 .250 .293 $ 440,000.00 N
600069914 360 .00 .00 .00 .000 .250 .293 $ 350,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 54
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069915 KEEFE 1601 MONTEVAL COURT SAN JOSE CA 95120 $265,891.51 8.000 .250
600069916 NORTON 2055 CARLOS STREET MOSS BEACH CA 94038 $359,115.81 8.000 .250
600069917 HUMPHRIES 911 CAMELLIA WAY SAN JOSE CA 95117 $262,046.69 8.000 .250
600069918 DUNCAN 4 ENCINAL AVENUE FAIRFAX CA 94930 $238,877.95 8.000 .250
600069919 SIMPSON 1815 VIRGINIA STREET BERKELEY CA 94703 $279,623.00 8.000 .250
600069920 BRICKWEDEL 1832 ALTAIR AVENUE LIVERMORE CA 94550 $347,531.44 8.000 .250
600069921 BENNETT 23 MAPLEWOOD DRIVE DANVILLE CA 94506 $474,681.29 8.000 .250
600069922 HAWTHORNE 80 LYFORD DRIVE TIBURON CA 94920 $221,400.09 8.000 .250
600069924 FABBI 12604 LONESOME OAK WAY VALLEY CENTER CA 92082 $335,159.46 8.125 .250
600069925 GELMAN 2015 ROCKFORD ROAD LOS ANGELES CA 90039 $282,640.48 8.125 .250
600069926 HAZARI 31385 CAPE VIEW DRIVE UNION CITY CA 94587 $259,658.71 8.125 .250
600069927 EVANS 4535 CAVALLO REAL WAY CARMICHAEL CA 95608 $249,671.83 8.125 .250
600069928 VON HURWITZ 1647 KELLER ROAD SOUTH LAKE TAHO CA 96150 $335,558.93 8.125 .250
600069929 HEHR 682 TAMALPIAS AVENUE NOVATO CA 94947 $239,585.08 8.125 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069915 7.750 .0425 7.708 07/01/2027 92449625 $1,953.65 09/01/1997
600069916 7.750 .0425 7.708 07/01/2027 92449626 $2,638.62 09/01/1997
600069917 7.750 .0425 7.708 07/01/2027 92449627 $1,925.40 09/01/1997
600069918 7.750 .0425 7.708 07/01/2027 92449628 $1,755.16 09/01/1997
600069919 7.750 .0425 7.708 07/01/2027 92449629 $2,054.54 09/01/1997
600069920 7.750 .0425 7.708 07/01/2027 92449630 $2,553.50 09/01/1997
600069921 7.750 .0425 7.708 08/01/2027 92449631 $3,485.38 09/01/1997
600069922 7.750 .0425 7.708 07/01/2027 92449633 $1,628.96 09/01/1997
600069924 7.875 .0425 7.833 07/01/2027 92449642 $2,491.82 09/01/1997
600069925 7.875 .0425 7.833 06/01/2027 92449643 $2,102.75 09/01/1997
600069926 7.875 .0425 7.833 07/01/2027 92449646 $1,930.49 09/01/1997
600069927 7.875 .0425 7.833 07/01/2027 92449647 $1,856.24 09/01/1997
600069928 7.875 .0425 7.833 07/01/2027 92449650 $2,494.79 09/01/1997
600069929 7.875 .0425 7.833 07/01/2027 92449652 $1,781.25 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069915 360 .00 .00 .00 .000 .250 .293 $355,000.00 N
600069916 360 .00 .00 .00 .000 .250 .293 $449,500.00 N
600069917 360 .00 .00 .00 .000 .250 .293 $328,000.00 N
600069918 360 .00 .00 .00 .000 .250 .293 $299,000.00 N
600069919 360 .00 .00 .00 .000 .250 .293 $350,000.00 N
600069920 360 .00 .00 .00 .000 .250 .293 $435,000.00 N
600069921 360 .00 .00 .00 .000 .250 .293 $617,500.00 N
600069922 360 .00 .00 .00 .000 .250 .293 $277,500.00 N
600069924 360 .00 .00 .00 .000 .250 .293 $419,500.00 N
600069925 360 .00 .00 .00 .000 .250 .293 $354,000.00 N
600069926 360 .00 .00 .00 .000 .250 .293 $325,124.00 N
600069927 360 .00 .00 .00 .000 .250 .293 $312,500.00 N
600069928 360 .00 .00 .00 .000 .250 .293 $420,000.00 N
600069929 360 .00 .00 .00 .000 .250 .293 $299,950.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 55
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069930 HORCHOW 6203 TEMPLE HILL DRIVE LOS ANGELES CA 90068 $590,224.18 8.125 .250
600069931 FORBORT 44 STRAW FLOWER IRVINE CA 92620 $227,500.97 8.125 .250
600069932 BELL 44 GLEN ECHO DOVE CANYON ARE CA 92679 $251,669.20 8.125 .250
600069933 PRATT SR. 111 SKYLINE ROAD SUN VALLEY ID 83353 $499,672.93 8.125 .250
600069934 SANTY 619 TWENTY FIRST STREET HUNTINGTON BEAC CA 92648 $294,807.03 8.125 .250
600069935 LANDA-STEINAU 1356 SOUTH ROXBURY ROAD SALT LAKE CITY UT 84108 $250,920.19 8.125 .250
600069936 KAUANAGH 24235 VALLEY STREET SANTA CLARITA A CA 91321 $288,716.89 8.250 .250
600069937 MULLEN 660 PIEZZI ROAD SANTA ROSA CA 95401 $240,534.18 8.250 .250
600069938 DRIVER 1015 SANTA FLORENCIA SOLANA BEACH CA 92075 $299,616.08 8.250 .250
600069939 INGLE 5883 MENORCA DRIVE SAN DIEGO CA 92124 $142,217.78 8.250 .250
600069940 WIDMER/KELLY 4745 LOMITAS DRIVE SAN DIEGO CA 92116 $251,476.14 8.250 .250
600069941 WOLF/HANNA 23440 WEST MOON SHADOWS D MALIBU AREA CA 90265 $475,640.53 8.250 .250
600069942 ANDERSON 20831 LA BARRANCA AVENUE TEHACHAPI CA 93561 $323,585.38 8.250 .250
600069943 WINNIE/TSO 637 NORTHEAST ROYAL COURT PORTLAND OR 97232 $238,094.91 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069930 7.875 .0425 7.833 07/01/2027 92449653 $4,388.16 09/01/1997
600069931 7.875 .0425 7.833 07/01/2027 92449655 $1,691.41 09/01/1997
600069932 7.875 .0425 7.833 07/01/2027 92449658 $1,871.09 09/01/1997
600069933 7.875 .0425 7.833 08/01/2027 92449662 $3,712.49 09/01/1997
600069934 7.875 .0425 7.833 08/01/2027 92449666 $2,190.37 09/01/1997
600069935 7.875 .0425 7.833 07/01/2027 92449667 $1,865.52 09/01/1997
600069936 8.000 .0425 7.958 08/01/2027 92449673 $2,171.16 09/01/1997
600069937 8.000 .0425 7.958 07/01/2027 92449674 $1,810.55 09/01/1997
600069938 8.000 .0425 7.958 07/01/2027 92449675 $2,253.80 09/01/1997
600069939 8.000 .0425 7.958 07/01/2027 92449677 $1,069.80 09/01/1997
600069940 8.000 .0425 7.958 07/01/2027 92449678 $1,893.19 09/01/1997
600069941 8.000 .0425 7.958 07/01/2027 92449680 $3,577.91 09/01/1997
600069942 8.000 .0425 7.958 07/01/2027 92449682 $2,434.10 3 09/01/1997
600069943 8.000 .0425 7.958 07/01/2027 92449683 $1,791.02 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069930 360 .00 .00 .00 .000 .250 .293 $ 739,000.00 N
600069931 360 .00 .00 .00 .000 .250 .293 $ 284,751.00 N
600069932 360 .00 .00 .00 .000 .250 .293 $ 315,000.00 N
600069933 360 .00 .00 .00 .000 .250 .293 $1,050,000.00 N
600069934 360 .00 .00 .00 .000 .250 .293 $ 405,000.00 N
600069935 360 .00 .00 .00 .000 .250 .293 $ 335,000.00 N
600069936 360 .00 .00 .00 .000 .250 .293 $ 380,000.00 N
600069937 360 .00 .00 .00 .000 .250 .293 $ 335,000.00 N
600069938 360 .00 .00 .00 .000 .250 .293 $ 375,000.00 N
600069939 360 .00 .00 .00 .000 .250 .293 $ 178,000.00 N
600069940 360 .00 .00 .00 .000 .250 .293 $ 315,000.00 N
600069941 360 .00 .00 .00 .000 .250 .293 $ 635,000.00 N
600069942 360 .00 .00 .00 .000 .250 .293 $ 360,000.00 N
600069943 360 .00 .00 .00 .000 .250 .293 $ 298,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 56
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069944 BRIX 53 DUNFRIES TERRACE SAN RAFAEL CA 94901 $595,237.29 8.250 .250
600069945 SCHMIDT 10 GIRARD AVENUE SAUSALITO CA 94965 $431,447.17 8.250 .250
600069946 PIPONNIAN 6229 ELMQUIST AVENUE WHITTIER CA 90601 $296,619.93 8.250 .250
600069947 DESILVA 830 GREYSTONE COURT GILROY CA 95020 $317,377.20 8.250 .250
600069948 CHOP/EMERY 37547 2ND STREET FREMONT CA 94536 $233,658.23 8.250 .250
600069949 SWANSON 4346 MANCHESTER AVENUE ENCINITAS CA 92024 $299,616.08 8.250 .250
600069950 BENAK JUNIPERO AVENUE 3RD NORTH CARMEL CA 93921 $387,503.48 8.250 .250
600069951 RICKER/TANGUAY 2321 FAIRHAVEN DRIVE HOLLISTER CA 95023 $212,864.18 8.250 .250
600069952 LONG 1759 CLARY WAY PETALUMA CA 94954 $240,499.62 8.375 .250
600069953 PEARSON 2357 ROUNDHILL DRIVE ALAMO CA 94507 $415,481.06 8.375 .250
600069954 COOK 1 TUSCANY COURT SCOTTS VALLEY CA 95066 $271,411.00 8.375 .250
600069955 HAYASHI 247 VIA BANDOLERO ARROYO GRANDE CA 93420 $403,496.03 8.375 .250
600069956 REEDY 16015 WOODBRIDGE COURT TRUCKEE CA 96161 $287,640.73 8.375 .250
600069957 MCCORMICK 11837 SOUTHWEST RIVERWOOD PORTLAND OR 97219 $614,232.83 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069944 8.000 .0425 7.958 07/01/2027 92449686 $4,477.55 09/01/1997
600069945 8.000 .0425 7.958 07/01/2027 92449688 $3,245.47 09/01/1997
600069946 8.000 .0425 7.958 07/01/2027 92449689 $2,231.26 2 09/01/1997
600069947 8.000 .0425 7.958 07/01/2027 92449690 $2,387.90 2 09/01/1997
600069948 8.000 .0425 7.958 07/01/2027 92449691 $1,757.96 09/01/1997
600069949 8.000 .0425 7.958 07/01/2027 92449693 $2,253.80 09/01/1997
600069950 8.000 .0425 7.958 07/01/2027 92449695 $2,914.91 09/01/1997
600069951 8.000 .0425 7.958 08/01/2027 92449696 $1,600.20 09/01/1997
600069952 8.125 .0425 8.083 07/01/2027 9249705 $1,830.25 09/01/1997
600069953 8.125 .0425 8.083 07/01/2027 92449706 $3,161.90 09/01/1997
600069954 8.125 .0425 8.083 07/01/2027 92449707 $2,065.50 2 09/01/1997
600069955 8.125 .0425 8.083 07/01/2027 92449709 $3,070.69 09/01/1997
600069956 8.125 .0425 8.083 07/01/2027 92449710 $2,189.01 09/01/1997
600069957 8.125 .0425 8.083 07/01/2027 92449711 $4,674.44 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069944 360 .00 .00 .00 .000 .250 .293 $745,000.00 N
600069945 360 .00 .00 .00 .000 .250 .293 $540,000.00 N
600069946 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600069947 360 .00 .00 .00 .000 .250 .293 $353,202.00 N
600069948 360 .00 .00 .00 .000 .250 .293 $299,000.00 N
600069949 360 .00 .00 .00 .000 .250 .293 $430,000.00 N
600069950 360 .00 .00 .00 .000 .250 .293 $485,000.00 N
600069951 360 .00 .00 .00 .000 .250 .293 $266,288.00 N
600069952 360 .00 .00 .00 .000 .250 .293 $301,000.00 N
600069953 360 .00 .00 .00 .000 .250 .293 $520,000.00 N
600069954 360 .00 .00 .00 .000 .250 .293 $302,000.00 N
600069955 360 .00 .00 .00 .000 .250 .293 $505,000.00 N
600069956 360 .00 .00 .00 .000 .250 .293 $360,000.00 N
600069957 360 .00 .00 .00 .000 .250 .293 $892,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 57
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069958 WOLF MONTE VERDE, 3 SE OF 10TH CARMEL CA 93923 $555,306.42 8.375 .250
600069959 GOUGH 27 MOUNTAIN VIEW AVENUE MILL VALLEY CA 94941 $404,494.79 8.375 .250
600069960 VECCHIONE 6617 BONNY DOON ROAD SANTA CRUZ CA 95060 $405,094.04 8.375 .250
600069961 MCLAUGHLIN 11518 EUCALYPTUS HILLS DR LAKESIDE ME 92040 $236,204.98 8.375 .250
600069962 LIU 14075 LOMA RIO DRIVE SARATOGA CA 95070 $471,411.21 8.375 .250
600069963 DIBENEDETTO 232 HOT SPRINGS ROAD SANTA BARBARA CA 93108 $443,446.13 8.375 .250
600069964 ALTAMIRANO 301 LORRAINE BOULEVARD LOS ANGELES CA 90020 $434,471.09 8.500 .250
600069965 GLYNN 1075 JACOBSEN LANE PETALUMA CA 94954 $561,816.05 8.500 .250
600069967 POURAT/SEDDIGH 4103 ROMA COURT LOS ANGELES CA 90292 $649,209.67 8.500 .250
600069968 KRONER 537 WESTOVER LANE PLEASANT HILL CA 94523 $261,041.77 8.500 .250
600069969 KESHMIRI 4748 TOUCHSTONE TERRACE FREMONT CA 94555 $230,569.31 8.500 .250
600069970 RONQUILLO 1632 14TH AVENUE SAN FRANCISCO CA 94122 $516,870.76 8.500 .250
600069971 UNGERMANN 120 CORONET AVENUE MILL VALLEY CA 94941 $404,507.56 8.500 .250
600069972 MORTON 39167 MANZANITA ROAD BASS LAKE CA 93604 $400,225.16 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069958 8.125 .0425 8.083 07/01/2027 92449712 $4,226.00 09/01/1997
600069959 8.125 .0425 8.083 07/01/2027 92449713 $3,078.29 09/01/1997
600069960 8.125 .0425 8.083 07/01/2027 92449714 $3,082.85 09/01/1997
600069961 8.125 .0425 8.083 07/01/2027 92449717 $1,797.57 2 09/01/1997
600069962 8.125 .0425 8.083 07/01/2027 92449718 $3,587.54 09/01/1997
600069963 8.125 .0425 8.083 07/01/2027 92449719 $3,374.72 09/01/1997
600069964 8.250 .0425 8.208 07/01/2027 92449721 $3,344.77 09/01/1997
600069965 8.250 .0425 8.208 07/01/2027 92449723 $4,325.14 09/01/1997
600069967 8.250 .0425 8.208 07/01/2027 92449725 $4,997.94 09/01/1997
600069968 8.250 .0425 8.208 08/01/2027 92449726 $2,008.40 3 09/01/1997
600069969 8.250 .0425 8.208 07/01/2027 92449729 $1,775.04 3 09/01/1997
600069970 8.250 .0425 8.208 07/01/2027 92449730 $3,979.13 09/01/1997
600069971 8.250 .0425 8.208 07/01/2027 92449732 $3,114.10 09/01/1997
600069972 8.375 .0425 8.333 07/01/2027 92449733 $3,116.60 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069958 360 .00 .00 .00 .000 .250 .293 $695,000.00 N
600069959 360 .00 .00 .00 .000 .250 .293 $560,000.00 N
600069960 360 .00 .00 .00 .000 .250 .293 $507,000.00 N
600069961 360 .00 .00 .00 .000 .250 .293 $250,000.00 N
600069962 360 .00 .00 .00 .000 .250 .293 $590,000.00 N
600069963 360 .00 .00 .00 .000 .250 .293 $555,000.00 N
600069964 360 .00 .00 .00 .000 .250 .293 $580,000.00 N
600069965 360 .00 .00 .00 .000 .250 .293 $750,000.00 N
600069967 360 .00 .00 .00 .000 .250 .293 $995,000.00 N
600069968 360 .00 .00 .00 .000 .250 .293 $274,950.00 N
600069969 360 .00 .00 .00 .000 .250 .293 $243,000.00 N
600069970 360 .00 .00 .00 .000 .250 .293 $690,000.00 N
600069971 360 .00 .00 .00 .000 .250 .293 $605,000.00 N
600069972 360 .00 .00 .00 .000 .250 .293 $616,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 58
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069973 SANDEFUR/BARRON 1932 JEFFERSON STREET SAN FRANCISCO CA 94123 $431,488.07 8.625 .250
600069974 DEL CARLO 131 MEADOWBROOK DRIVE LOS GATOS CA 95032 $259,192.50 8.625 .250
600069975 SMITH 29136 CRAGS DRIVE AGOURA HILLS AR CA 91301 $456,957.84 8.625 .250
600069976 COLONNA 6902 DERBY CIRCLE HUNTINGTON BEAC CA 92648 $510,294.56 8.625 .250
600069978 LUCIANI 143 AVENIDA PATERO DEL OR SAN CLEMENTE CA 92672 $419,502.28 8.625 .250
600069979 STODDART 1900 MYRTLE ISLAND DRIVE LAS VEGAS NV 89117 $593,965.51 8.750 .250
600069980 SHINE 605 SOUTH ROSSMORE AVENUE LOS ANGELES CA 90005 $649,249.34 8.750 .250
600069981 TATUM 1007 SOUTH GRETNA GREEN W LOS ANGELES CA 90049 $419,514.96 8.750 .250
600069982 VU 7954 RACOON HOLLOW COURT PLEASANTON CA 94588 $522,895.42 8.750 .250
600069983 TALIA/COTE 24 RUSSELL DRIVE HAMILTON MT 59840 $409,162.23 8.750 .250
600069984 YOUNG 20461 ELFIN FOREST ROAD ESCONDIDO CA 92029 $451,477.99 8.750 .250
600069985 JONES 20253 LA PALOMA AVENUE SARATOGA CA 95070 $475,450.29 8.750 .250
600069986 FORTSON 1534 CALMAR COURT LOS ANGELES CA 90024 $518,814.51 8.875 .250
600069987 BALDI 20054 BIG ROCK DRIVE MALIBU CA 90265 $649,268.51 8.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069973 8.375 .0425 8.333 07/01/2027 92449734 $3,360.05 09/01/1997
600069974 8.375 .0425 8.333 07/01/2027 92449735 $2,018.36 09/01/1997
600069975 8.375 .0425 8.333 07/01/2027 92449736 $3,558.39 09/01/1997
600069976 8.375 .0425 8.333 07/01/2027 92449737 $3,973.73 09/01/1997
600069978 8.375 .0425 8.333 07/01/2027 92449739 $3,266.72 09/01/1997
600069979 8.500 .0425 8.458 06/01/2027 92449740 $4,680.87 09/01/1997
600069980 8.500 .0425 8.458 07/01/2027 92449741 $5,113.55 09/01/1997
600069981 8.500 .0425 8.458 07/01/2027 92449810 $3,304.14 09/01/1997
600069982 8.500 .0425 8.458 07/01/2027 92449811 $4,118.38 09/01/1997
600069983 8.500 .0425 8.458 07/01/2027 92449812 $3,225.47 09/01/1997
600069984 8.500 .0425 8.458 07/01/2027 92449815 $3,555.89 09/01/1997
600069985 8.500 .0425 8.458 07/01/2027 92449819 $3,744.69 09/01/1997
600069986 8.625 .0425 8.583 06/01/2027 92449823 $4,137.35 09/01/1997
600069987 8.625 .0425 8.583 07/01/2027 92449825 $5,171.69 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069973 360 .00 .00 .00 .000 .250 .293 $ 540,000.00 N
600069974 360 .00 .00 .00 .000 .250 .293 $ 360,000.00 N
600069975 360 .00 .00 .00 .000 .250 .293 $ 610,000.00 N
600069976 360 .00 .00 .00 .000 .250 .293 $ 681,233.00 N
600069978 360 .00 .00 .00 .000 .250 .293 $ 525,000.00 N
600069979 360 .00 .00 .00 .000 .250 .293 $ 850,000.00 N
600069980 360 .00 .00 .00 .000 .250 .293 $1,369,000.00 N
600069981 360 .00 .00 .00 .000 .250 .293 $ 525,000.00 N
600069982 360 .00 .00 .00 .000 .250 .293 $ 698,000.00 N
600069983 360 .00 .00 .00 .000 .250 .293 $ 730,000.00 N
600069984 360 .00 .00 .00 .000 .250 .293 $ 565,000.00 N
600069985 360 .00 .00 .00 .000 .250 .293 $ 595,000.00 N
600069986 360 .00 .00 .00 .000 .250 .293 $ 650,000.00 N
600069987 360 .00 .00 .00 .000 .250 .293 $ 925,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 59
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069988 LEE 1215 EAST LYNN STREET SEATTLE WA 98102 $449,237.56 8.875 .250
600069989 JACOBY 53 LARCHWOOD LANE LAKESIDE MT 59922 $489,448.57 8.875 .250
600069990 YOUNT 28405 NORTH 66TH STREET CAVE CREEK AZ 85331 $431,268.04 8.875 .250
600069991 OLYAIE 1244 TOLTECA COURT FREMONT CA 94539 $558,552.04 8.875 .250
600069992 KELLEY/HICKS 2 AVENIDA FARRALONE STINSON BEACH CA 94970 $449,493.58 8.875 .250
600069993 ACHESON/ROBERTO 8655 JUANITA DRIVE NORTHE KIRKLAND WA 98034 $647,969.97 8.875 .250
600069995 HINDS 1373 MONUMENT STREET LOS ANGELES CA 90272 $706,831.09 9.000 .250
600069996 BLECKER/BLECKER 504-506 HUGO STREET SAN FRANCISCO CA 94122 $423,535.06 9.000 .250
600070000 RYAN 6701 EAST MOCKINGBIRD LAN PARADISE VALLEY AZ 85253 $479,487.18 9.125 .250
600070001 WILKINS 345 MANZANITA AVENUE PALO ALTO CA 94306 $469,243.92 9.125 .250
600070005 CALABRESE 17070 RANCHO STREET LOS ANGELES CA 91316 $600,624.19 9.250 .250
600070062 PICKEL/PICHEY 3 ETON WAY MILL VALLEY CA 94941 $301,781.42 7.625 .250
600070063 COY 1150 GRAND TETON DRIVE PACIFICA CA 94044 $255,814.72 7.625 .250
600070064 POORE 60 WOOD LANE FAIRFAX CA 94930 $267,810.85 7.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600069988 8.625 .0425 8.583 06/01/2027 92449826 $3,580.40 09/01/1997
600069989 8.625 .0425 8.583 07/01/2027 92449828 $3,898.66 09/01/1997
600069990 8.625 .0425 8.583 06/01/2027 92449830 $3,437.19 09/01/1997
600069991 8.625 .0425 8.583 06/01/2027 92449831 $4,451.63 09/01/1997
600069992 8.625 .0425 8.583 07/01/2027 92449838 $3,580.40 09/01/1997
600069993 8.625 .0425 8.583 07/01/2027 92449840 $5,161.35 09/01/1997
600069995 8.750 .0425 8.708 06/01/2027 92449846 $5,696.73 09/01/1997
600069996 8.750 .0425 8.708 07/01/2027 92449849 $3,411.60 09/01/1997
600070000 8.875 .0425 8.833 07/01/2027 92449857 $3,905.44 09/01/1997
600070001 8.875 .0425 8.833 06/01/2027 92449859 $3,824.08 09/01/1997
600070005 9.000 .0425 8.958 07/01/2027 92449875 $4,946.34 09/01/1997
600070062 7.375 .0425 7.333 08/01/2027 92449502 $2,137.54 09/01/1997
600070063 7.375 .0425 7.333 08/01/2027 92449505 $1,811.95 09/01/1997
600070064 7.500 .0425 7.458 08/01/2027 92449506 $1,919.98 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600069988 360 .00 .00 .00 .000 .250 .293 $650,000.00 N
600069989 360 .00 .00 .00 .000 .250 .293 $680,000.00 N
600069990 360 .00 .00 .00 .000 .250 .293 $540,000.00 N
600069991 360 .00 .00 .00 .000 .250 .293 $746,000.00 N
600069992 360 .00 .00 .00 .000 .250 .293 $600,000.00 N
600069993 360 .00 .00 .00 .000 .250 .293 $989,850.00 N
600069995 360 .00 .00 .00 .000 .250 .293 $885,000.00 N
600069996 360 .00 .00 .00 .000 .250 .293 $530,000.00 N
600070000 360 .00 .00 .00 .000 .250 .293 $835,000.00 N
600070001 360 .00 .00 .00 .000 .250 .293 $588,000.00 N
600070005 360 .00 .00 .00 .000 .250 .293 $925,000.00 N
600070062 360 .00 .00 .00 .000 .250 .293 $625,000.00 N
600070063 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
600070064 360 .00 .00 .00 .000 .250 .293 $335,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 60
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070065 FILPPU 3621 RAMONA CIRCLE PALO ALTO CA 94306 $359,745.92 7.750 .250
600070066 MILLER 25 CLAREMONT AVENUE WATSONVILLE CA 95076 $159,887.07 7.750 .250
600070067 KIM 17240 COPPER HILL DRIVE MORGAN HILL CA 95037 $327,768.50 7.750 .250
600070068 PETERS 19984 CHAPARRAL CIRCLE PENN VALLEY CA 95946 $244,827.08 7.750 .250
600070069 FORTMANN 20 GAZELLE ROAD RENO NV 89511 $374,735.33 7.750 .250
600070070 PRIESTHECK 679 ST. CLAIRE DRIVE PALO ALTO CA 94306 $639,548.29 7.750 .250
600070071 ZWIRNER 16 AVICHI KNOLL DRIVE NOVATO CA 94947 $309,781.20 7.750 .250
600070072 BLAZQUEZ 15 STONINGTON POINTE ALAMEDA CA 94502 $294,192.21 7.750 .250
600070073 STEELE 571 SUMMIT DRIVE REDWOOD CITY CA 94062 $504,652.46 7.875 .250
600070074 HEINEN 14001 JUNE WAY SARATOGA CA 95070 $649,552.68 7.875 .250
600070075 EPSTEIN/KAPLAN 3655 LONGRIDGE AVENUE LOS ANGELES CA 91423 $574,604.29 7.875 .250
600070076 O'KRENT 454 SOUTH CAMDEN DRIVE BEVERLY HILLS CA 90212 $574,004.70 7.875 .250
600070077 STATON 574 WELLINGTON DRIVE SAN CARLOS CA 94070 $346,040.13 7.875 .250
600070078 FREUND/EVERINGH 247 SAUSALITO STREET CORTE MADERA CA 94925 $223,046.40 7.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070065 7.500 .0425 7.458 08/01/2027 92449534 $2,579.08 09/01/1997
600070066 7.500 .0425 7.458 08/01/2027 92449542 $1,146.26 09/01/1997
600070067 7.500 .0425 7.458 08/01/2027 92449544 $2,349.83 09/01/1997
600070068 7.500 .0425 7.458 08/01/2027 92449549 $1,755.21 09/01/1997
600070069 7.500 .0425 7.458 08/01/2027 92449552 $2,686.55 09/01/1997
600070070 7.500 .0425 7.458 08/01/2027 92449553 $4,585.04 09/01/1997
600070071 7.500 .0425 7.458 08/01/2027 92449556 $2,220.88 09/01/1997
600070072 7.500 .0425 7.458 08/01/2027 92449557 $2,109.12 09/01/1997
600070073 7.625 .0425 7.583 08/01/2027 92449564 $3,661.60 09/01/1997
600070074 7.625 .0425 7.583 08/01/2027 92449591 $4,712.95 09/01/1997
600070075 7.625 .0425 7.583 08/01/2027 92449594 $4,169.15 09/01/1997
600070076 7.625 .0425 7.583 08/01/2027 92449595 $4,164.80 09/01/1997
600070077 7.625 .0425 7.583 08/01/2027 92449600 $2,523.24 09/01/1997
600070078 7.625 .0425 7.583 08/01/2027 92449601 $1,618.35 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070065 360 .00 .00 .00 .000 .250 .293 $450,000.00 N
600070066 360 .00 .00 .00 .000 .250 .293 $200,000.00 N
600070067 360 .00 .00 .00 .000 .250 .293 $410,000.00 N
600070068 360 .00 .00 .00 .000 .250 .293 $425,000.00 N
600070069 360 .00 .00 .00 .000 .250 .293 $509,965.00 N
600070070 360 .00 .00 .00 .000 .250 .293 $800,000.00 N
600070071 360 .00 .00 .00 .000 .250 .293 $428,000.00 N
600070072 360 .00 .00 .00 .000 .250 .293 $368,000.00 N
600070073 360 .00 .00 .00 .000 .250 .293 $670,000.00 N
600070074 360 .00 .00 .00 .000 .250 .293 $879,000.00 N
600070075 360 .00 .00 .00 .000 .250 .293 $975,000.00 N
600070076 360 .00 .00 .00 .000 .250 .293 $718,000.00 N
600070077 360 .00 .00 .00 .000 .250 .293 $438,500.00 N
600070078 360 .00 .00 .00 .000 .250 .293 $279,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 61
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070079 NAGLE 5207 ROUND MEADOW ROAD HIDDEN HILLS CA 91302 $636,172.85 8.000 .250
600070080 BRADLEY 2542 HARTFORD STREET SAN DIEGO CA 92110 $171,884.59 8.000 .250
600070081 BUTLER/FRAZITA 170 ELM ROAD BOLINAS CA 94924 $195,868.49 8.000 .250
600070082 VICKERS 13 STONE COURT SAN ANSELMO CA 94960 $299,798.71 8.000 .250
600070083 DOAN/COPELAND 12605 EL CAMINO REAL #A SAN DIEGO CA 92130 $218,253.46 8.000 .250
600070084 HIMMELHEBER 450 BURNING TREE COURT HALF MOON BAY CA 94019 $264,326.98 8.125 .250
600070085 BALL/HOLSINGER 21170 FELIPA ROAD YORBA LINDA CA 92887 $254,233.59 8.125 .250
600070086 SCHIKORE 309 KUCK LANE PETALUMA CA 94952 $381,750.12 8.125 .250
600070087 BRENNAN 6 KENILWORTH COURT NOVATO CA 94945 $481,684.70 8.125 .250
600070088 HARNISH/DUMAS 3342 SPRINGHILL ROAD LAFAYETTE CA 94549 $272,825.92 8.250 .250
600070089 LACRO 2665 GLEN HARDY COURT SAN JOSE CA 95148 $257,835.48 8.250 .250
600070090 GALANTER 298 KILLDEER COURT FOSTER CITY CA 94404 $283,818.90 8.250 .250
600070092 LANUZA 1000 MONTICELLO ROAD NAPA CA 94558 $464,703.49 8.250 .250
600070093 HANSEN 7136 TERN PLACE CARLSBAD CA 92009 $228,354.30 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070079 7.750 .0425 7.708 08/01/2027 92449614 $4,671.15 09/01/1997
600070080 7.750 .0425 7.708 08/01/2027 92449624 $1,262.08 09/01/1997
600070081 7.750 .0425 7.708 08/01/2027 92449634 $1,438.18 09/01/1997
600070082 7.750 .0425 7.708 08/01/2027 92449637 $2,201.29 09/01/1997
600070083 7.750 .0425 7.708 08/01/2027 92449638 $1,602.54 12 09/01/1997
600070084 7.875 .0425 7.833 08/01/2027 92449659 $1,963.91 09/01/1997
600070085 7.875 .0425 7.833 08/01/2027 92449664 $1,888.91 09/01/1997
600070086 7.875 .0425 7.833 08/01/2027 92449668 $2,836.34 09/01/1997
600070087 7.875 .0425 7.833 08/01/2027 92449669 $3,578.84 09/01/1997
600070088 8.000 .0425 7.958 08/01/2027 92449681 $2,050.96 09/01/1997
600070089 8.000 .0425 7.958 08/01/2027 92449685 $1,938.27 09/01/1997
600070090 8.000 .0425 7.958 08/01/2027 92449698 $2,133.60 09/01/1997
600070092 8.000 .0425 7.958 08/01/2027 92449701 $3,493.39 09/01/1997
600070093 8.000 .0425 7.958 08/01/2027 92449702 $1,716.64 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070079 360 .00 .00 .00 .000 .250 .293 $800,000.00 N
600070080 360 .00 .00 .00 .000 .250 .293 $215,000.00 N
600070081 360 .00 .00 .00 .000 .250 .293 $245,000.00 N
600070082 360 .00 .00 .00 .000 .250 .293 $375,000.00 N
600070083 360 .00 .00 .00 .000 .250 .293 $229,900.00 N
600070084 360 .00 .00 .00 .000 .250 .293 $355,000.00 N
600070085 360 .00 .00 .00 .000 .250 .293 $318,000.00 N
600070086 360 .00 .00 .00 .000 .250 .293 $540,000.00 N
600070087 360 .00 .00 .00 .000 .250 .293 $650,000.00 N
600070088 360 .00 .00 .00 .000 .250 .293 $341,250.00 N
600070089 360 .00 .00 .00 .000 .250 .293 $354,000.00 N
600070090 360 .00 .00 .00 .000 .250 .293 $355,000.00 N
600070092 360 .00 .00 .00 .000 .250 .293 $780,000.00 N
600070093 360 .00 .00 .00 .000 .250 .293 $520,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 62
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070094 BEAUFORT 425 HELIOTROPE AVENUE NEWPORT BEACH CA 92625 $287,316.67 8.250 .250
600070095 SKELLY 215 GRAY SQUIRREL COURT WINCHESTER OR 97495 $235,053.81 8.375 .250
600070096 LOW/LAM 1224 ROANOKE ROAD SAN MARINO CA 91108 $575,641.98 8.375 .250
600070097 HOLMASON 19708 NORTHWEST GILLIHAN PORTLAND OR 97231 $419,745.56 8.500 .250
600070099 LIM 2828 OAK KNOLL DRIVE DIAMOND BAR CA 91765 $719,585.76 8.750 .250
600070100 HSU/CHANG 20165 MILJEVICH DRIVE SARATOGA CA 95070 $586,920.78 8.875 .250
600070746 EMERSON, II PAUL G 550 W. SUNSET REDLANDS CA 92373 $630,813.27 8.375 .250
600070747 REEVES TARON 8770 PETITE CRE ROSEVILLE CA 95661 $431,167.89 8.250 .250
600070748 LEARY MICHAEL 2 SYCAMORE CANY DOVE CANYON ARE CA 92679 $257,789.67 8.125 .250
600070749 SCHUMACHER MARK P. 4405 SHARPS ROA RENO NV 89509 $649,168.19 8.250 .250
600070750 BOHLENDER JERRY 10188 WELD COUN FORT LUPTON CO 80621 $254,673.68 8.250 .250
600070751 HOANG HOANG 7121 GENTLE OAK AUSTIN TX 78749 $160,245.86 8.375 .250
600070752 YARES-COLLINS KRISTINE 2162 LITTLE CED KINGWOOD TX 77339 $ 74,216.39 8.875 .250
600070753 PARNELL CHRISTIAN 1060 LIGHTHOUSE CARLSBAD CA 92009 $223,377.99 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070094 8.000 .0425 7.958 08/01/2027 92449703 $2,159.89 09/01/1997
600070095 8.125 .0425 8.083 08/01/2027 92449704 $1,787.69 09/01/1997
600070096 8.125 .0425 8.083 08/01/2027 92449720 $4,378.02 09/01/1997
600070097 8.250 .0425 8.208 08/01/2027 92449731 $3,229.44 09/01/1997
600070099 8.500 .0425 8.458 08/01/2027 92449822 $5,664.24 09/01/1997
600070100 8.625 .0425 8.583 08/01/2027 92449841 $4,672.42 09/01/1997
600070746 8.125 .0425 8.083 06/01/2027 1061043 $4,803.66 09/01/1997
600070747 8.000 .0425 7.958 06/01/2027 1093996 $3,245.48 09/01/1997
600070748 7.875 .0425 7.833 06/01/2027 1096197 $1,917.87 09/01/1997
600070749 8.000 .0425 7.958 07/01/2027 1099670 $4,883.23 09/01/1997
600070750 8.000 .0425 7.958 07/01/2027 1103506 $1,915.73 09/01/1997
600070751 8.125 .0425 8.083 06/01/2027 1108182 $1,222.58 09/01/1997
600070752 8.625 .0425 8.583 07/01/2027 1110451 $ 591.16 09/01/1997
600070753 8.125 .0425 8.083 06/01/2027 1111145 $1,702.56 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070094 360 .00 .00 .00 .000 .250 .293 $364,000.00 N
600070095 360 .00 .00 .00 .000 .250 .293 $294,000.00 N
600070096 360 .00 .00 .00 .000 .250 .293 $720,000.00 N
600070097 360 .00 .00 .00 .000 .250 .293 $600,000.00 N
600070099 360 .00 .00 .00 .000 .250 .293 $900,000.00 N
600070100 360 .00 .00 .00 .000 .250 .293 $783,000.00 N
600070746 360 .00 .00 .00 .000 .250 .293 $790,000.00 N
600070747 360 .00 .00 .00 .000 .250 .293 $540,000.00 N
600070748 360 .00 .00 .00 .000 .250 .293 $322,900.00 N
600070749 360 .00 .00 .00 .000 .250 .293 $900,000.00 N
600070750 360 .00 .00 .00 .000 .250 .293 $435,000.00 N
600070751 360 .00 .00 .00 .000 .250 .293 $201,075.00 N
600070752 360 .00 .00 .00 .000 .250 .293 $ 92,900.00 N
600070753 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 63
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070754 WIDJAJA SOEDIRMAN 9412 PEARLSTONE AUSTIN TX 78717 $189,833.64 8.250 .250
600070755 McCORMICK SEAN 4312 VERANO DRI CARPINTERIA CA 93013 $196,420.94 8.250 .250
600070756 LIM SANDY 1001 ISLAND DRI ALAMEDA CA 94502 $190,156.35 8.250 .250
600070757 MORGAN BARRY 3468 BRIARGROVE DALLAS TX 75287 $123,238.00 8.125 .250
600070758 PLATTNER JOHN 4212 MOCHA TRAI AUSTIN TX 78728 $ 93,916.81 7.750 .250
600070759 EPPS JAMES 7107 MEADOWLAKE DALLAS TX 75214 $298,807.23 8.125 .250
600070760 ROMAN TERRY 4078 OAK CREST TUCKER GA 30084 $117,772.72 8.250 .250
600070761 MEGLIN ALLEN 1912 ASHBROOK D WILMINGTON NC 28403 $498,976.80 8.000 .250
600070762 LIVINGSTON DAVID 45753 STANFORD FREMONT CA 94539 $550,195.00 8.250 .250
600070763 DURANTE DENNIS 17404 CANVAS ST SANTA CLARITA CA 91351 $223,518.64 8.250 .250
600070764 BLODGETT DENNIS 357 LA CASA VIA WALNUT CREEK CA 94595 $648,230.90 8.625 .250
600070765 THABIT FUAD 11744 BLOOMINGT DUBLIN CA 94568 $235,545.42 8.250 .250
600070766 BARNES ROBERT 1461 HANOVER WE ATLANTA GA 30327 $249,081.30 7.875 .250
600070767 CULLINANE GARRETT 6616 WINTERWOOD DALLAS TX 75248 $103,794.52 8.125 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070754 8.000 .0425 7.958 06/01/2027 1114719 $1,428.91 09/01/1997
600070755 8.000 .0425 7.958 06/01/2027 1115757 $1,478.49 09/01/1997
600070756 8.000 .0425 7.958 07/01/2027 1118314 $1,430.41 09/01/1997
600070757 7.875 .0425 7.833 07/01/2027 1119593 $ 916.25 09/01/1997
600070758 7.500 .0425 7.458 07/01/2027 1119676 $ 673.79 09/01/1997
600070759 7.875 .0425 7.833 07/01/2027 1120088 $2,221.56 09/01/1997
600070760 8.000 .0425 7.958 06/01/2027 1120682 $ 886.49 09/01/1997
600070761 7.750 .0425 7.708 06/01/2027 1122167 $3,668.82 09/01/1997
600070762 8.000 .0425 7.958 07/01/2027 1122472 $4,138.73 09/01/1997
600070763 8.000 .0425 7.958 06/01/2027 1124247 $1,682.46 09/01/1997
600070764 8.375 .0425 8.333 07/01/2027 1125764 $5,047.86 09/01/1997
600070765 8.000 .0425 7.958 06/01/2027 1126002 $1,772.99 09/01/1997
600070766 7.625 .0425 7.583 06/01/2027 1126630 $1,809.77 09/01/1997
600070767 7.875 .0425 7.833 06/01/2027 1126762 $ 772.20 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070754 360 .00 .00 .00 .000 .250 .293 $237,750.00 N
600070755 360 .00 .00 .00 .000 .250 .293 $246,000.00 N
600070756 360 .00 .00 .00 .000 .250 .293 $238,000.00 N
600070757 360 .00 .00 .00 .000 .250 .293 $154,251.00 N
600070758 360 .00 .00 .00 .000 .250 .293 $117,579.00 N
600070759 360 .00 .00 .00 .000 .250 .293 $375,000.00 N
600070760 360 .00 .00 .00 .000 .250 .293 $147,500.00 N
600070761 360 .00 .00 .00 .000 .250 .293 $630,000.00 N
600070762 360 .00 .00 .00 .000 .250 .293 $688,647.00 N
600070763 360 .00 .00 .00 .000 .250 .293 $279,950.00 N
600070764 360 .00 .00 .00 .000 .250 .293 $875,000.00 N
600070765 360 .00 .00 .00 .000 .250 .293 $295,000.00 N
600070766 360 .00 .00 .00 .000 .250 .293 $312,000.00 N
600070767 360 .00 .00 .00 .000 .250 .293 $130,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 64
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070768 LOVE JONN 5706 SPRING LOD KINGWOOD TX 77345 $108,664.27 8.375 .250
600070769 GIELISSEN A. 1317 EAST BELLE LITTLETON CO 80121 $299,450.91 8.500 .250
600070770 FLEMING JAMES 4307 ECHO FALLS KINGWOOD TX 77345 $120,972.42 8.375 .250
600070771 PADGHAM DAVID 5 RUNNINGBROOK IRVINE CA 92620 $278,533.90 8.125 .250
600070773 COSME EDGARDO 3270 LAMA AVENU LONG BEACH CA 90808 $211,748.78 8.625 .250
600070774 MCKISSICK JAMES 16347 FLINT RUN SUGAR LAND TX 77478 $ 55,926.49 8.125 .250
600070775 WILKINS DAVID 2416 GINNY WAY LAFAYETTE CO 80026 $249,654.79 7.875 .250
600070776 CHILDRESS RICHARD 586 MEADOWRUN S THOUSAND OAKS CA 91360 $315,574.52 8.000 .250
600070777 HERMANSON, II DONALD 17228 WEST MOUN SANTA CLARITA CA 91351 $211,707.24 7.875 .250
600070778 BROOKE GARY 6992 SOUTHSIDE HOLLISTER CA 95023 $265,268.43 8.375 .250
600070779 LEWIS JANIS 6377 GLADIOLA C ARVADA CO 80004 $194,723.86 7.750 .250
600070780 RITCHIE LANCE 11951 ARROYO AV SANTA ANA CA 92705 $296,610.12 8.125 .250
600070781 ZINGERMAN JOEL 1712 CATALPA RO CARLSBAD CA 92009 $223,698.40 8.000 .250
600070782 ALIABADI SAEED 1637 HAVEMEYER REDONDO BEACH CA 90278 $159,805.46 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070768 8.125 .0425 8.083 07/01/2027 1127224 $ 826.96 09/01/1997
600070769 8.250 .0425 8.208 06/01/2027 1127562 $2,306.74 09/01/1997
600070770 8.125 .0425 8.083 06/01/2027 1130269 $ 921.21 09/01/1997
600070771 7.875 .0425 7.833 07/01/2027 1136860 $2,070.82 09/01/1997
600070773 8.375 .0425 8.333 07/01/2027 1150317 $1,648.91 09/01/1997
600070774 7.875 .0425 7.833 07/01/2027 1151216 $ 415.80 09/01/1997
600070775 7.625 .0425 7.583 07/01/2027 1153386 $1,812.67 09/01/1997
600070776 7.750 .0425 7.708 07/01/2027 1157254 $2,318.70 09/01/1997
600070777 7.625 .0425 7.583 07/01/2027 1157726 $1,537.15 09/01/1997
600070778 8.125 .0425 8.083 07/01/2027 1158138 $2,018.75 09/01/1997
600070779 7.500 .0425 7.458 07/01/2027 1160910 $1,397.00 09/01/1997
600070780 7.875 .0425 7.833 07/01/2027 1163120 $2,205.22 14 09/01/1997
600070781 7.750 .0425 7.708 07/01/2027 1163179 $1,643.63 09/01/1997
600070782 8.250 .0425 8.208 07/01/2027 1163385 $1,230.26 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070768 360 .00 .00 .00 .000 .250 .293 $136,000.00 N
600070769 360 .00 .00 .00 .000 .250 .293 $450,000.00 N
600070770 360 .00 .00 .00 .000 .250 .293 $151,500.00 N
600070771 360 .00 .00 .00 .000 .250 .293 $348,651.00 N
600070773 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600070774 360 .00 .00 .00 .000 .250 .293 $ 74,675.00 N
600070775 360 .00 .00 .00 .000 .250 .293 $409,977.00 N
600070776 360 .00 .00 .00 .000 .250 .293 $395,000.00 N
600070777 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600070778 360 .00 .00 .00 .000 .250 .293 $332,000.00 N
600070779 360 .00 .00 .00 .000 .250 .293 $265,000.00 N
600070780 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600070781 360 .00 .00 .00 .000 .250 .293 $280,000.00 N
600070782 360 .00 .00 .00 .000 .250 .293 $200,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 65
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070783 BROWN JOSEPH 1542 BOYLE AVEN ESCONDIDO CA 92027 $141,609.07 8.000 .250
600070784 TALBOT KEVIN 51 SHADY VISTA ROLLING HILLS E CA 90274 $529,625.94 7.750 .250
600070785 HAMILTON GERALD 8 CARNOUSTIE WA COTO DE CAZA AR CA 92679 $327,679.99 8.000 .250
600070786 HASSEN ROBERT W 7685 EUCALYPTUS ANAHEIM CA 92807 $262,823.53 8.000 .250
600070787 MANDELL GARY 960 SUNSET AVEN LOS ANGELES CA 90291 $194,744.02 8.125 .250
600070788 BOWLEY JOHN 6617 SWEETZER W LAS VEGAS NV 89108 $103,770.38 8.375 .250
600070789 BOOTH MICHAEL 8541 LONDON LAN CONIFER CO 80433 $121,452.14 8.500 .250
600070790 MCDEVITT MICHAEL 92 VALLEY VIEW BAILEY CO 80421 $ 95,795.08 8.250 .250
600070791 EVERETT WILLIAM 1268 BLUE HERON HITCHCOCK TX 77563 $ 57,925.79 8.250 .250
600070792 FUNK JAMES 215 & 215 1/2 T SEAL BEACH CA 90740 $381,498.55 8.125 .250
600070793 CARMEAN LARRY 4821 KENNETH AV FAIR OAKS CA 95628 $323,603.84 8.500 .250
600070794 RICAUD ROBERT 201 CHIMNEY CRO HENDERSONVILLE NC 28739 $254,697.82 8.625 .250
600070795 KENNEY KEVIN 3509 DIAMOND PO FLOWER MOUND TX 75028 $182,072.59 8.375 .250
600070796 TOWER WILLIAM 627 OAKBEND DRI COPPELL TX 75019 $183,645.57 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070783 7.750 .0425 7.708 07/01/2027 1164508 $1,040.48 09/01/1997
600070784 7.500 .0425 7.458 08/01/2027 1167501 $3,796.98 09/01/1997
600070785 7.750 .0425 7.708 08/01/2027 1036052 $2,406.01 09/01/1997
600070786 7.750 .0425 7.708 08/01/2027 1061258 $1,929.80 09/01/1997
600070787 7.875 .0425 7.833 07/01/2027 1061308 $1,447.87 09/01/1997
600070788 8.125 .0425 8.083 07/01/2027 1066398 $ 789.72 7 09/01/1997
600070789 8.250 .0425 8.208 07/01/2027 1098136 $ 935.00 09/01/1997
600070790 8.000 .0425 7.958 07/01/2027 1102821 $ 721.22 09/01/1997
600070791 8.000 .0425 7.958 07/01/2027 1121144 $ 435.73 09/01/1997
600070792 7.875 .0425 7.833 07/01/2027 1121821 $2,836.34 09/01/1997
600070793 8.250 .0425 8.208 08/01/2027 1123926 $2,489.74 09/01/1997
600070794 8.375 .0425 8.333 07/01/2027 1123942 $1,983.36 09/01/1997
600070795 8.125 .0425 8.083 07/01/2027 1124049 $1,385.61 09/01/1997
600070796 8.000 .0425 7.958 06/01/2027 1124163 $1,382.33 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070783 360 .00 .00 .00 .000 .250 .293 $177,250.00 N
600070784 360 .00 .00 .00 .000 .250 .293 $765,000.00 N
600070785 360 .00 .00 .00 .000 .250 .293 $409,900.00 N
600070786 360 .00 .00 .00 .000 .250 .293 $540,000.00 N
600070787 360 .00 .00 .00 .000 .250 .293 $300,000.00 N
600070788 360 .00 .00 .00 .000 .250 .293 $115,490.00 N
600070789 360 .00 .00 .00 .000 .250 .293 $152,000.00 N
600070790 360 .00 .00 .00 .000 .250 .293 $120,000.00 N
600070791 360 .00 .00 .00 .000 .250 .293 $118,000.00 N
600070792 360 .00 .00 .00 .000 .250 .293 $550,000.00 N
600070793 360 .00 .00 .00 .000 .250 .293 $410,000.00 N
600070794 360 .00 .00 .00 .000 .250 .293 $319,900.00 N
600070795 360 .00 .00 .00 .000 .250 .293 $227,878.00 N
600070796 360 .00 .00 .00 .000 .250 .293 $230,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 66
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070797 SCHREITMUELLER JAMES 151 DANIEL DRIV ALAMO CA 94507 $349,574.43 8.500 .250
600070798 HSU DAVID 684 FONTES DRIV FREMONT CA 94539 $299,625.76 8.375 .250
600070799 HEDGECOCK, TRU S ROGER 14111417 THOMA SAN DIEGO CA 92109 $395,444.99 8.375 .250
600070800 PFEIFFER JOSEPH 3645 WINNER DRI LAS VEGAS NV 89120 $106,333.86 8.375 .250
600070801 WORTHINGTON GEORGE 1343 BULLOCK LA HOUSTON TX 77055 $143,725.02 8.500 .250
600070802 HOLDER RICHARD 447 30TH AVENUE SAN FRANCISCO CA 94121 $648,763.20 8.500 .250
600070803 FLOUNDERS RODNEY 2547 CAMELOT CO DULUTH GA 30136 $ 72,813.61 8.625 .250
600070804 BEASLEY ROBERT 10019 CIRCLEVIE AUSTIN TX 78733 $165,382.61 8.125 .250
600070805 BEAL ALAN 9159 NORTH 115T SCOTTSDALE AZ 85259 $219,718.46 8.250 .250
600070806 HOWELL DANIEL 8322 RIDPATH DR LOS ANGELES CA 90046 $159,001.12 8.375 .250
600070807 SHEMBERGER KAYLOR 1358 WEST SANDP GILBERT AZ 85233 $327,790.85 8.250 .250
600070808 ELLING EUGENE E. 8247 TUSCANY AV LOS ANGELES CA 90293 $243,598.49 8.375 .250
600070809 MARRINER MARY C. 388 390 JASMI LAGUNA BEACH CA 92651 $374,748.38 8.000 .250
600070810 ABBOTT LISA 3673 ISBEL LANE VALLECITO CA 95251 $ 38,843.70 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070797 8.250 .0425 8.208 07/01/2027 1124205 $2,691.20 09/01/1997
600070798 8.125 .0425 8.083 07/01/2027 1124320 $2,280.22 09/01/1997
600070799 8.125 .0425 8.083 07/01/2027 1126101 $3,040.29 09/01/1997
600070800 8.125 .0425 8.083 08/01/2027 1126119 $ 808.72 09/01/1997
600070801 8.250 .0425 8.208 07/01/2027 1126556 $1,106.47 09/01/1997
600070802 8.250 .0425 8.208 07/01/2027 1128271 $4,997.55 09/01/1997
600070803 8.375 .0425 8.333 07/01/2027 1129394 $ 567.01 09/01/1997
600070804 7.875 .0425 7.833 07/01/2027 1129915 $1,229.58 09/01/1997
600070805 8.000 .0425 7.958 07/01/2027 1130368 $1,652.79 09/01/1997
600070806 8.125 .0425 8.083 08/01/2027 1130848 $1,209.27 09/01/1997
600070807 8.000 .0425 7.958 08/01/2027 1133198 $2,464.15 09/01/1997
600070808 8.125 .0425 8.083 08/01/2027 1135292 $1,852.68 09/01/1997
600070809 7.750 .0425 7.708 08/01/2027 1135631 $2,751.62 09/01/1997
600070810 8.375 .0425 8.333 06/01/2027 1136753 $ 302.66 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070797 360 .00 .00 .00 .000 .250 .293 $546,000.00 N
600070798 360 .00 .00 .00 .000 .250 .293 $620,000.00 N
600070799 360 .00 .00 .00 .000 .250 .293 $800,000.00 N
600070800 360 .00 .00 .00 .000 .250 .293 $133,000.00 N
600070801 360 .00 .00 .00 .000 .250 .293 $179,900.00 N
600070802 360 .00 .00 .00 .000 .250 .293 $878,000.00 N
600070803 360 .00 .00 .00 .000 .250 .293 $ 91,150.00 N
600070804 360 .00 .00 .00 .000 .250 .293 $207,000.00 N
600070805 360 .00 .00 .00 .000 .250 .293 $276,000.00 N
600070806 360 .00 .00 .00 .000 .250 .293 $198,900.00 N
600070807 360 .00 .00 .00 .000 .250 .293 $410,000.00 N
600070808 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600070809 360 .00 .00 .00 .000 .250 .293 $575,000.00 N
600070810 360 .00 .00 .00 .000 .250 .293 $ 80,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 67
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070811 BLOOM GINA 130 E. ADAMS ST STOCKTON CA 95204 $ 69,914.88 8.500 .250
600070812 DICKSON HERBERT 4402 AVENUE D AUSTIN TX 78751 $ 67,394.71 8.375 .250
600070813 SCOFIELD TIMOTHY 1914 HAWAII STR WEST COVINA CA 91792 $ 78,751.02 8.375 .250
600070814 GARG TARSEM 44125 OWL PLACE FREMONT CA 94539 $379,501.17 8.125 .250
600070815 WU RAYMOND 10611 E. ESTATE CUPERTINO CA 95014 $259,675.66 8.375 .250
600070816 O'DANIELS PATRICK 154 BLUFF DRIVE PISMO BEACH CA 93449 $256,840.26 8.375 .250
600070817 HUNT BEVERLY 982 WEST SARAGO CHANDLER AZ 85248 $ 89,893.35 8.625 .250
600070819 KOTTMANN DIETER 1928 SEPTIEMBRE EL PASO TX 79935 $ 73,412.89 8.625 .250
600070820 GEDEON WAYNE 2815 EAST MAPLE LITTLETON CO 80121 $ 86,894.23 8.500 .250
600070821 DURHAM HAROLD 413 FOWZER STRE TAYLOR TX 76574 $ 38,354.50 8.625 .250
600070822 SINGH VIKRAM 595 CALISTOGA C FREMONT CA 94536 $255,655.31 8.000 .250
600070823 HOFFMAN JOSEPH 2824 MARLIN AVE LAS VEGAS NV 89101 $ 85,742.43 8.000 .250
600070824 DUNBAR ARTHUR 603 HIGH DRIVE LAGUNA BEACH CA 92651 $451,450.42 8.500 .250
600070825 THOMPSON TOMMY 3401 LOUIS DR. PLANO TX 75023 $178,571.20 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070811 8.250 .0425 8.208 07/01/2027 1137371 $ 538.24 09/01/1997
600070812 8.125 .0425 8.083 07/01/2027 1148469 $ 516.85 09/01/1997
600070813 8.125 .0425 8.083 08/01/2027 1149566 $ 598.94 12 09/01/1997
600070814 7.875 .0425 7.833 07/01/2027 1149947 $2,821.49 09/01/1997
600070815 8.125 .0425 8.083 07/01/2027 1150226 $1,976.19 09/01/1997
600070816 8.125 .0425 8.083 08/01/2027 1150630 $1,953.39 09/01/1997
600070817 8.375 .0425 8.333 07/01/2027 1151893 $ 700.01 09/01/1997
600070819 8.375 .0425 8.333 07/01/2027 1152875 $ 571.68 09/01/1997
600070820 8.250 .0425 8.208 07/01/2027 1153352 $ 668.95 09/01/1997
600070821 8.375 .0425 8.333 07/01/2027 1153576 $ 298.67 09/01/1997
600070822 7.750 .0425 7.708 07/01/2027 1153816 $1,878.44 09/01/1997
600070823 7.750 .0425 7.708 08/01/2027 1153865 $ 629.57 09/01/1997
600070824 8.250 .0425 8.208 07/01/2027 1153956 $3,475.49 09/01/1997
600070825 8.000 .0425 7.958 07/01/2027 1154186 $1,343.26 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070811 360 .00 .00 .00 .000 .250 .293 $ 110,000.00 N
600070812 360 .00 .00 .00 .000 .250 .293 $ 85,000.00 N
600070813 360 .00 .00 .00 .000 .250 .293 $ 88,000.00 N
600070814 360 .00 .00 .00 .000 .250 .293 $ 585,000.00 N
600070815 360 .00 .00 .00 .000 .250 .293 $ 479,000.00 N
600070816 360 .00 .00 .00 .000 .250 .293 $1,050,000.00 N
600070817 360 .00 .00 .00 .000 .250 .293 $ 120,000.00 N
600070819 360 .00 .00 .00 .000 .250 .293 $ 98,000.00 N
600070820 360 .00 .00 .00 .000 .250 .293 $ 136,000.00 N
600070821 360 .00 .00 .00 .000 .250 .293 $ 48,000.00 N
600070822 360 .00 .00 .00 .000 .250 .293 $ 320,000.00 N
600070823 360 .00 .00 .00 .000 .250 .293 $ 132,000.00 N
600070824 360 .00 .00 .00 .000 .250 .293 $ 565,000.00 N
600070825 360 .00 .00 .00 .000 .250 .293 $ 223,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 68
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070826 THERMOS NICHOLAS 13911393 NEWTO DENVER CO 80204 $ 88,891.79 8.500 .250
600070827 PARLE ROBERT 13925 BRIAR ROA AZLE TX 76020 $ 49,568.37 8.250 .250
600070828 IVORY CYNTHIA 1221 BEDFORD LA LEWISVILLE TX 75067 $111,002.88 8.125 .250
600070829 TWILLEY ROBERT 1780 BROOKSTONE ACWORTH GA 30101 $105,118.70 8.375 .250
600070830 COBB CHARLES 5833 PLATEAU CO FORT COLLINS CO 80526 $169,787.14 8.375 .250
600070831 DUNN DAVID 629 CRYSTAL COU PLEASANTON CA 94566 $249,671.83 8.125 .250
600070832 JOHNSON JOSEPH 410 COPPERSTONE COPPELL TX 75019 $196,984.42 8.000 .250
600070834 WETTIG S. 6509 CHARLESTON COLLEYVILLE TX 76034 $179,079.76 8.000 .250
600070835 WELLS JEFFREY 6334 THORNHILL OAKLAND CA 94611 $237,687.58 8.125 .250
600070836 RITCHIE DAVID 15901 RAVINE RO LOS GATOS CA 95030 $299,575.15 7.750 .250
600070837 BOLLINGER DONALD 202 WESTRIDGE D SANTA CLARA CA 95050 $237,437.90 8.125 .250
600070838 KASTURI SUBRAMANIAN 3357 LEIGH AVEN SAN JOSE CA 95124 $263,662.16 8.250 .250
600070839 SHAPPET KENNETH 5 NORTH STONING LAGUNA BEACH CA 92677 $518,464.75 7.750 .250
600070840 MCKEE DONALD 3505 SHERMAN DR SCHERTZ TX 78154 $106,790.76 7.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070826 8.250 .0425 8.208 07/01/2027 1154871 $ 684.33 09/01/1997
600070827 8.000 .0425 7.958 08/01/2027 1155118 $ 372.63 09/01/1997
600070828 7.875 .0425 7.833 07/01/2027 1155217 $ 825.29 09/01/1997
600070829 8.125 .0425 8.083 07/01/2027 1155480 $ 799.98 09/01/1997
600070830 8.125 .0425 8.083 07/01/2027 1155654 $1,292.12 09/01/1997
600070831 7.875 .0425 7.833 07/01/2027 1155688 $1,856.24 09/01/1997
600070832 7.750 .0425 7.708 07/01/2027 1155746 $1,447.35 09/01/1997
600070834 7.750 .0425 7.708 08/01/2027 1155803 $1,314.91 09/01/1997
600070835 7.875 .0425 7.833 07/01/2027 1155894 $1,767.14 09/01/1997
600070836 7.500 .0425 7.458 07/01/2027 1155936 $2,149.24 09/01/1997
600070837 7.875 .0425 7.833 07/01/2027 1155977 $1,765.29 09/01/1997
600070838 8.000 .0425 7.958 07/01/2027 1156009 $1,983.34 09/01/1997
600070839 7.500 .0425 7.458 07/01/2027 1156033 $3,719.61 09/01/1997
600070840 7.250 .0425 7.208 07/01/2027 1156132 $ 747.81 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070826 360 .00 .00 .00 .000 .250 .293 $ 137,000.00 N
600070827 360 .00 .00 .00 .000 .250 .293 $ 62,000.00 N
600070828 360 .00 .00 .00 .000 .250 .293 $ 138,945.00 N
600070829 360 .00 .00 .00 .000 .250 .293 $ 173,000.00 N
600070830 360 .00 .00 .00 .000 .250 .293 $ 310,000.00 N
600070831 360 .00 .00 .00 .000 .250 .293 $ 515,000.00 N
600070832 360 .00 .00 .00 .000 .250 .293 $ 246,566.00 N
600070834 360 .00 .00 .00 .000 .250 .293 $ 224,000.00 N
600070835 360 .00 .00 .00 .000 .250 .293 $ 310,000.00 N
600070836 360 .00 .00 .00 .000 .250 .293 $1,200,000.00 N
600070837 360 .00 .00 .00 .000 .250 .293 $ 317,000.00 N
600070838 360 .00 .00 .00 .000 .250 .293 $ 331,000.00 N
600070839 360 .00 .00 .00 .000 .250 .293 $ 649,000.00 N
600070840 360 .00 .00 .00 .000 .250 .293 $ 133,688.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 69
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070841 HARLOW GAYLE 33 MARSH PLACE OAKLAND CA 94611 $374,760.88 8.250 .250
600070842 CHAN PETER 128 POTOMAC DRI LOS GATOS CA 95032 $379,745.02 8.000 .250
600070843 KWANG KIN 530 LOWER VINTN FREMONT CA 94539 $397,849.84 7.875 .250
600070844 JOHNSON CARL 1900 PORT ROYAL AUSTIN TX 78746 $186,947.94 8.000 .250
600070845 MCDONALD MY 15292 EAST HAMP AURORA CO 80014 $ 38,952.57 8.500 .250
600070846 VOGT GEORGE 210 IVORY GULL SAN MARCOS CA 92069 $135,834.64 8.500 .250
600070848 SHAHID SONIA 1792 COUNTRYWOO WALNUT CREEK CA 94598 $139,825.36 8.375 .250
600070849 MIZNER CHRISTOPHER 7039 INDIAN PEA BOULDER CO 80301 $257,643.73 7.875 .250
600070850 MAO JENNIFER 4341 MYERWOOD L DALLAS TX 75244 $156,694.79 8.000 .250
600070851 PEREZ, JR. JUAN 10001 EAST NICA TUCSON AZ 85730 $ 85,897.93 8.500 .250
600070852 PEREZ, JR. JUAN 4850 EAST COPPE TUCSON AZ 85712 $ 88,443.57 8.250 .250
600070853 NIEWEG RONALD 7410 SINGING HI BOULDER CO 80301 $ 92,880.99 8.250 .250
600070854 GREEN BOBBY 1233 SYLVAN DRI ABILENE TX 79605 $212,429.92 8.000 .250
600070855 BLODGET BRANDON 2825 MAURICIA A SANTA CLARA CA 95051 $347,531.44 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070841 8.000 .0425 7.958 08/01/2027 1156173 $2,817.25 09/01/1997
600070842 7.750 .0425 7.708 08/01/2027 1156215 $2,788.31 09/01/1997
600070843 7.625 .0425 7.583 07/01/2027 1156231 $2,888.68 09/01/1997
600070844 7.750 .0425 7.708 07/01/2027 1156314 $1,373.61 09/01/1997
600070845 8.250 .0425 8.208 07/01/2027 1156678 $ 299.88 09/01/1997
600070846 8.250 .0425 8.208 07/01/2027 1156702 $1,045.72 09/01/1997
600070848 8.125 .0425 8.083 07/01/2027 1157510 $1,064.10 09/01/1997
600070849 7.625 .0425 7.583 07/01/2027 1157676 $1,870.68 09/01/1997
600070850 7.750 .0425 7.708 08/01/2027 1157783 $1,150.54 09/01/1997
600070851 8.250 .0425 8.208 08/01/2027 1157809 $ 660.88 7 09/01/1997
600070852 8.000 .0425 7.958 08/01/2027 1157874 $ 664.87 09/01/1997
600070853 8.000 .0425 7.958 07/01/2027 1157932 $ 698.68 09/01/1997
600070854 7.750 .0425 7.708 07/01/2027 1158377 $1,566.59 09/01/1997
600070855 7.750 .0425 7.708 07/01/2027 1158450 $2,553.50 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070841 360 .00 .00 .00 .000 .250 .293 $500,000.00 N
600070842 360 .00 .00 .00 .000 .250 .293 $483,000.00 N
600070843 360 .00 .00 .00 .000 .250 .293 $670,000.00 N
600070844 360 .00 .00 .00 .000 .250 .293 $234,000.00 N
600070845 360 .00 .00 .00 .000 .250 .293 $ 52,000.00 N
600070846 360 .00 .00 .00 .000 .250 .293 $170,000.00 N
600070848 360 .00 .00 .00 .000 .250 .293 $175,000.00 N
600070849 360 .00 .00 .00 .000 .250 .293 $322,500.00 N
600070850 360 .00 .00 .00 .000 .250 .293 $196,000.00 N
600070851 360 .00 .00 .00 .000 .250 .293 $ 95,500.00 N
600070852 360 .00 .00 .00 .000 .250 .293 $118,000.00 N
600070853 360 .00 .00 .00 .000 .250 .293 $125,000.00 N
600070854 360 .00 .00 .00 .000 .250 .293 $270,000.00 N
600070855 360 .00 .00 .00 .000 .250 .293 $435,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 70
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070856 NASH DANIEL 14250 SARATOGA SARATOGA CA 95070 $351,537.92 8.125 .250
600070857 GUTSIN MYRNA 756 HALE DRIVE ALPINE CA 91901 $274,665.64 8.500 .250
600070858 RUGGLES GRIFF 559 NORTH CAHUE LOS ANGELES CA 90004 $279,650.72 8.375 .250
600070859 LUCIER MAC 6821 EAST HALIF MESA AZ 85207 $ 84,893.97 8.375 .250
600070860 REBELLON CLARA 6108 & 6108 1/2 VAN NUYS CA 91401 $ 24,966.34 8.000 .250
600070861 O'NEILL HUGH 518 MONICA DR GARLAND TX 75041 $ 38,202.28 8.375 .250
600070862 CHEN HSIAO 520 WASHINGTON FREMONT CA 94539 $ 89,878.82 8.000 .250
600070863 HESS HARTMUT 8100 VICKSBURG LOS ANGELES CA 90045 $165,770.77 7.875 .250
600070864 GUTZKE CECILIA 11153 WEST CALE LITTLETON CO 80127 $110,362.16 8.375 .250
600070865 REYNOLDS SCOTT 2201 MOSS TRAIL MESQUITE TX 75044 $132,634.33 8.375 .250
600070866 JIANG HENRY 32313233 CABRI SAN FRANCISCO CA 94121 $277,126.36 8.000 .250
600070867 MATTERN INGRID 15342 MAHAN COU MOORPARK CA 93021 $113,418.49 8.125 .250
600070868 MITCHELL AUSTIN #6 BROOK ARBOR MANSFIELD TX 76063 $103,637.18 8.500 .250
600070869 GANZ MARGARET 1240 EAST CHARL PHOENIX AZ 85022 $103,435.67 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070856 7.875 .0425 7.833 07/01/2027 1158468 $2,613.59 09/01/1997
600070857 8.250 .0425 8.208 07/01/2027 1158575 $2,114.51 09/01/1997
600070858 8.125 .0425 8.083 07/01/2027 1159037 $2,128.20 09/01/1997
600070859 8.125 .0425 8.083 07/01/2027 1159078 $ 646.06 09/01/1997
600070860 7.750 .0425 7.708 07/01/2027 1159235 $ 183.44 09/01/1997
600070861 8.125 .0425 8.083 07/01/2027 1159243 $ 290.73 09/01/1997
600070862 7.750 .0425 7.708 07/01/2027 1159508 $ 660.39 09/01/1997
600070863 7.625 .0425 7.583 07/01/2027 1159649 $1,203.62 09/01/1997
600070864 8.125 .0425 8.083 07/01/2027 1159805 $ 839.88 09/01/1997
600070865 8.125 .0425 8.083 07/01/2027 1159896 $1,009.38 09/01/1997
600070866 7.750 .0425 7.708 07/01/2027 1160027 $2,036.20 09/01/1997
600070867 7.875 .0425 7.833 08/01/2027 1160043 $ 842.73 09/01/1997
600070868 8.250 .0425 8.208 08/01/2027 1160118 $ 797.36 09/01/1997
600070869 8.125 .0425 8.083 08/01/2027 1160225 $ 786.67 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070856 360 .00 .00 .00 .000 .250 .293 $440,000.00 N
600070857 360 .00 .00 .00 .000 .250 .293 $345,000.00 N
600070858 360 .00 .00 .00 .000 .250 .293 $350,000.00 N
600070859 360 .00 .00 .00 .000 .250 .293 $131,000.00 N
600070860 360 .00 .00 .00 .000 .250 .293 $155,000.00 N
600070861 360 .00 .00 .00 .000 .250 .293 $ 51,000.00 N
600070862 360 .00 .00 .00 .000 .250 .293 $210,000.00 N
600070863 360 .00 .00 .00 .000 .250 .293 $395,000.00 N
600070864 360 .00 .00 .00 .000 .250 .293 $185,000.00 N
600070865 360 .00 .00 .00 .000 .250 .293 $166,000.00 N
600070866 360 .00 .00 .00 .000 .250 .293 $370,000.00 N
600070867 360 .00 .00 .00 .000 .250 .293 $188,500.00 N
600070868 360 .00 .00 .00 .000 .250 .293 $146,000.00 N
600070869 360 .00 .00 .00 .000 .250 .293 $138,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 71
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070870 MASON ORIS 4970 WESTOVER P SAN DIEGO CA 92102 $101,807.59 8.375 .250
600070871 HART MIKE 1252 SIMEON PLA ESCONDIDO CA 92029 $267,657.05 8.250 .250
600070872 HUDSON THOMAS 2240 BENSON AVE CAMBRIA CA 93428 $247,657.54 7.875 .250
600070873 NESHEIWAT NASIM 2617 EAST PALAD ANAHEIM CA 92806 $136,423.63 8.000 .250
600070874 TA TIEN 691 MERLOT DRIV FREMONT CA 94539 $271,322.40 8.125 .250
600070875 WILLIAMS JOHN 204 NORWOOD WES GEORGETOWN TX 78628 $147,565.68 8.375 .250
600070876 ALLEN ALLISON 4208 BELLVUE AV AUSTIN TX 78756 $102,225.56 8.500 .250
600070877 HALL KAREN 2956 GLENCOE ST DENVER CO 80207 $ 76,402.10 8.250 .250
600070878 JOBLIN MONIA 4001 OCEAN FRON MARINA DEL REY CA 90292 $349,752.98 7.750 .250
600070879 FORD, JR. HARVEY 3813 BENT BROOK ROUND ROCK TX 78664 $195,729.33 7.875 .250
600070880 WALDRON WILLIAM 1017 ROCKEFELLE ALLEN TX 75002 $115,124.64 8.125 .250
600070881 BAULER TIMOTHY 2406 CURTIS AVE REDONDO BEACH CA 90278 $279,659.54 8.500 .250
600070882 PETERS CHRISTOPHER 6836 PEAR TREE CARLSBAD CA 92009 $109,124.29 8.375 .250
600070883 FORTE THOMAS 1045 HUMBOLDT S DENVER CO 80218 $248,645.36 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070870 8.125 .0425 8.083 07/01/2027 1160233 $ 775.27 09/01/1997
600070871 8.000 .0425 7.958 07/01/2027 1160357 $2,013.39 09/01/1997
600070872 7.625 .0425 7.583 07/01/2027 1160589 $1,798.17 09/01/1997
600070873 7.750 .0425 7.708 08/01/2027 1160829 $1,012.60 09/01/1997
600070874 7.875 .0425 7.833 08/01/2027 1160852 $2,015.88 09/01/1997
600070875 8.125 .0425 8.083 07/01/2027 1160894 $1,123.01 09/01/1997
600070876 8.250 .0425 8.208 07/01/2027 1160993 $ 786.98 09/01/1997
600070877 8.000 .0425 7.958 07/01/2027 1161066 $ 574.72 12 09/01/1997
600070878 7.500 .0425 7.458 08/01/2027 1161124 $2,507.44 09/01/1997
600070879 7.625 .0425 7.583 07/01/2027 1161140 $1,421.14 09/01/1997
600070880 7.875 .0425 7.833 08/01/2027 1161306 $ 855.36 09/01/1997
600070881 8.250 .0425 8.208 07/01/2027 1161421 $2,152.96 09/01/1997
600070882 8.125 .0425 8.083 08/01/2027 1161496 $ 836.08 09/01/1997
600070883 8.125 .0425 8.083 08/01/2027 1161520 $1,891.06 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070870 360 .00 .00 .00 .000 .250 .293 $150,000.00 N
600070871 360 .00 .00 .00 .000 .250 .293 $335,000.00 N
600070872 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
600070873 360 .00 .00 .00 .000 .250 .293 $199,000.00 N
600070874 360 .00 .00 .00 .000 .250 .293 $340,000.00 N
600070875 360 .00 .00 .00 .000 .250 .293 $197,000.00 N
600070876 360 .00 .00 .00 .000 .250 .293 $136,500.00 N
600070877 360 .00 .00 .00 .000 .250 .293 $ 85,000.00 N
600070878 360 .00 .00 .00 .000 .250 .293 $700,000.00 N
600070879 360 .00 .00 .00 .000 .250 .293 $245,000.00 N
600070880 360 .00 .00 .00 .000 .250 .293 $144,000.00 N
600070881 360 .00 .00 .00 .000 .250 .293 $440,000.00 N
600070882 360 .00 .00 .00 .000 .250 .293 $165,000.00 N
600070883 360 .00 .00 .00 .000 .250 .293 $430,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 72
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070884 KISHABA CRAIG 7812 CEDAR LAKE SAN DIEGO CA 92119 $207,612.12 7.875 .250
600070885 ERLINGER CARL 4440 COTTONWOOD THORNTON CO 80241 $122,650.68 8.500 .250
600070886 CHAFFIN TOM 20907 A NIMITZ LAGO VISTA TX 78645 $102,930.89 8.000 .250
600070887 OLSON DANIAL 2841 HIGHRIDGE LA CRESCENTA AR CA 91214 $289,790.11 7.625 .250
600070888 KOTLYAREVSKY VADIM 23720 WEST PARK CALABASAS CA 91302 $397,219.45 7.750 .250
600070889 DAVIS MYRA 3425 BEECHWOOD COLORADO SPRING CO 80918 $ 86,688.92 8.250 .250
600070890 KOECHER J. 3520 PECAN PARK FLOWER MOUND TX 75028 $197,685.95 8.000 .250
600070891 HENNESSEY JANICE 320 EMERALD COV WILMINGTON NC 28403 $ 59,925.16 8.375 .250
600070892 BUSH MARTHA 2549 EAST MERCE PHOENIX AZ 85028 $143,831.16 8.375 .250
600070893 THOMSON DEBRA 6597 SOUTH NIAG ENGLEWOOD CO 80111 $ 59,867.07 8.000 .250
600070894 TUTTLE BRADLEY 8506 BRUNS DRIV FORT COLLINS CO 80525 $230,888.71 8.000 .250
600070895 HESSEL RANDA 123 PINTO DRIVE BOULDER CO 80302 $283,499.77 7.750 .250
600070896 PEARSON MARK 885 RIM CREST D WESTLAKE VILLAG CA 91361 $274,929.33 8.000 .250
600070897 SHEN CHUN 5137 RENAISSANC SAN DIEGO CA 92122 $247,690.63 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070884 7.625 .0425 7.583 07/01/2027 1161553 $1,508.14 1 09/01/1997
600070885 8.250 .0425 8.208 07/01/2027 1161645 $ 944.23 09/01/1997
600070886 7.750 .0425 7.708 08/01/2027 1161728 $ 755.78 09/01/1997
600070887 7.375 .0425 7.333 08/01/2027 1162023 $2,052.60 09/01/1997
600070888 7.500 .0425 7.458 08/01/2027 1162304 $2,847.74 09/01/1997
600070889 8.000 .0425 7.958 07/01/2027 1162429 $ 652.10 09/01/1997
600070890 7.750 .0425 7.708 07/01/2027 1162452 $1,452.85 09/01/1997
600070891 8.125 .0425 8.083 07/01/2027 1162544 $ 456.04 09/01/1997
600070892 8.125 .0425 8.083 08/01/2027 1162684 $1,094.50 09/01/1997
600070893 7.750 .0425 7.708 07/01/2027 1162700 $ 440.26 09/01/1997
600070894 7.750 .0425 7.708 07/01/2027 1162759 $1,696.46 09/01/1997
600070895 7.500 .0425 7.458 08/01/2027 1162916 $2,032.46 09/01/1997
600070896 7.750 .0425 7.708 07/01/2027 1163443 $2,020.05 09/01/1997
600070897 8.125 .0425 8.083 07/01/2027 1163609 $1,884.98 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070884 360 .00 .00 .00 .000 .250 .293 $242,000.00 N
600070885 360 .00 .00 .00 .000 .250 .293 $153,500.00 N
600070886 360 .00 .00 .00 .000 .250 .293 $128,750.00 N
600070887 360 .00 .00 .00 .000 .250 .293 $420,000.00 N
600070888 360 .00 .00 .00 .000 .250 .293 $530,000.00 N
600070889 360 .00 .00 .00 .000 .250 .293 $108,500.00 N
600070890 360 .00 .00 .00 .000 .250 .293 $247,500.00 N
600070891 360 .00 .00 .00 .000 .250 .293 $ 97,900.00 N
600070892 360 .00 .00 .00 .000 .250 .293 $180,000.00 N
600070893 360 .00 .00 .00 .000 .250 .293 $180,000.00 N
600070894 360 .00 .00 .00 .000 .250 .293 $289,000.00 N
600070895 360 .00 .00 .00 .000 .250 .293 $410,000.00 N
600070896 360 .00 .00 .00 .000 .250 .293 $393,300.00 N
600070897 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 73
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070898 EPSHTEYN ROLAND 11108D VALLEY DALLAS TX 75238 $ 31,010.45 8.375 .250
600070900 SCOTT SUSAN 309 REDWOOD DRI PASADENA CA 91105 $177,766.35 8.125 .250
600070901 VAN GUNDY TODD 1705 E ALAMEDA DENVER CO 80209 $164,788.85 8.250 .250
600070902 MELENDEZ JACQUELINE 110 3RD AVENUE CHULA VISTA CA 91910 $122,325.85 8.500 .250
600070903 VUOLO BRIAN 1561 EAST GLENO GLENDALE CA 91206 $255,019.89 7.750 .250
600070904 SPECHT PATRICIA 1416 EDLEWEISS ALLEN TX 75002 $ 71,510.69 8.375 .250
600070905 RODRIGUEZ GUSSTAVO 9507 NORTH CREE AUSTIN TX 78753 $ 43,417.75 7.500 .250
600070906 KRUEGER MARTINA 519 CORONA STRE DENVER CO 80218 $113,853.09 8.500 .250
600070907 GRUENER-ADKINS DEBORAH 509 SOUTH GRIFF BURBANK CA 91506 $104,934.73 8.375 .250
600070908 VOLCHOK SUSAN 816 SUNSTONE ST WESTLAKE VILLAG CA 91362 $ 69,953.03 8.000 .250
600070909 ONG PETER 2484 39TH AVENU SAN FRANCISCO CA 94116 $249,827.96 7.875 .250
600070910 THURLOW WILLIAM 1316 HARDISTY R BEDFORD TX 76021 $223,833.76 7.500 .250
600070912 DAVIS TOM 923 SIERRA DRIV MESQUITE TX 75149 $ 36,855.13 8.500 .250
600070913 COOKSEY GEORGE 3105 SUNNY MEAD DALWORTHINGTON TX 76016 $183,764.53 8.250 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070898 8.125 .0425 8.083 07/01/2027 1163666 $ 236.76 09/01/1997
600070900 7.875 .0425 7.833 07/01/2027 1164086 $1,321.64 09/01/1997
600070901 8.000 .0425 7.958 07/01/2027 1164219 $1,239.59 09/01/1997
600070902 8.250 .0425 8.208 08/01/2027 1164334 $ 941.15 09/01/1997
600070903 7.500 .0425 7.458 08/01/2027 1164391 $1,828.28 09/01/1997
600070904 8.125 .0425 8.083 07/01/2027 1164433 $ 544.21 09/01/1997
600070905 7.250 .0425 7.208 08/01/2027 1164821 $ 303.81 09/01/1997
600070906 8.250 .0425 8.208 07/01/2027 1164946 $ 884.25 09/01/1997
600070907 8.125 .0425 8.083 08/01/2027 1165497 $ 798.08 09/01/1997
600070908 7.750 .0425 7.708 08/01/2027 1165521 $ 513.64 09/01/1997
600070909 7.625 .0425 7.583 08/01/2027 1165646 $1,812.67 09/01/1997
600070910 7.250 .0425 7.208 08/01/2027 1165794 $1,566.24 09/01/1997
600070912 8.250 .0425 8.208 07/01/2027 1166065 $ 283.73 2 09/01/1997
600070913 8.000 .0425 7.958 07/01/2027 1166131 $1,382.33 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070898 360 .00 .00 .00 .000 .250 .293 $ 44,500.00 N
600070900 360 .00 .00 .00 .000 .250 .293 $222,500.00 N
600070901 360 .00 .00 .00 .000 .250 .293 $220,000.00 N
600070902 360 .00 .00 .00 .000 .250 .293 $153,000.00 N
600070903 360 .00 .00 .00 .000 .250 .293 $319,000.00 N
600070904 360 .00 .00 .00 .000 .250 .293 $ 90,000.00 N
600070905 360 .00 .00 .00 .000 .250 .293 $ 73,000.00 N
600070906 360 .00 .00 .00 .000 .250 .293 $150,000.00 N
600070907 360 .00 .00 .00 .000 .250 .293 $192,000.00 N
600070908 360 .00 .00 .00 .000 .250 .293 $245,000.00 N
600070909 360 .00 .00 .00 .000 .250 .293 $455,000.00 N
600070910 360 .00 .00 .00 .000 .250 .293 $280,000.00 N
600070912 360 .00 .00 .00 .000 .250 .293 $ 41,000.00 N
600070913 360 .00 .00 .00 .000 .250 .293 $230,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 74
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070914 HEDRICK STEPHAN 3226 CORNWALL D GLENDALE CA 91201 $255,823.82 7.875 .250
600070915 MOEN JULIE 2627 GIANELLI L ESCONDIDO CA 92029 $153,792.65 8.000 .250
600070916 O'NEAL KENNETH 32203222 CLAIR SAN DIEGO CA 92117 $ 89,944.06 8.375 .250
600070917 LARSON LANCE 184 HIGHWAY 173 LAKE ARROWHEAD CA 92352 $131,835.33 8.375 .250
600070918 MIRANDA-GONZAL E BERTHA 5873 WHEELHOUSE AGOURA HILLS CA 91301 $220,651.85 8.000 .250
600070919 HOOD DAVID 11104 AERIE COV AUSTIN TX 78759 $121,916.05 7.875 .250
600070920 WITHEE DAN 5558 SHOREVIEW RANCHO PALOS VE CA 90275 $333,370.42 7.875 .250
600070921 BUNDY CHUN 24929 ALICANTE CALABASAS CA 91302 $435,707.46 8.000 .250
600070922 WARD JO-ANN 2114 CURTIS AVE REDONDO BEACH CA 90278 $338,939.20 8.375 .250
600070923 LYNN BRYAN 2325 CHACE COUR PLANO TX 75023 $103,937.00 8.500 .250
600070924 RINGWALD LOUISE 111 WEST LOS OL SANTA BARBARA CA 93101 $218,867.33 8.500 .250
600070925 FOX KENNETH 203 GRANT STREE HUACHUCA CITY AZ 85616 $ 45,169.67 8.000 .250
600070926 COLEMAN COLLEEN 2504 CREEKHAVEN FLOWER MOUND TX 75028 $103,786.18 7.875 .250
600070927 KWON KYUNG 1016 RUBERTA AV GLENDALE CA 91201 $133,760.19 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600070914 7.625 .0425 7.583 08/01/2027 1166305 $1,856.18 09/01/1997
600070915 7.750 .0425 7.708 07/01/2027 1166461 $1,130.00 09/01/1997
600070916 8.125 .0425 8.083 08/01/2027 1166511 $ 684.07 09/01/1997
600070917 8.125 .0425 8.083 07/01/2027 1166669 $1,003.30 09/01/1997
600070918 7.750 .0425 7.708 08/01/2027 1167097 $1,620.15 09/01/1997
600070919 7.625 .0425 7.583 08/01/2027 1167378 $ 884.58 09/01/1997
600070920 7.625 .0425 7.583 08/01/2027 1167550 $2,418.83 09/01/1997
600070921 7.750 .0425 7.708 08/01/2027 1167584 $3,199.21 09/01/1997
600070922 8.125 .0425 8.083 08/01/2027 1167626 $2,577.78 1 09/01/1997
600070923 8.250 .0425 8.208 08/01/2027 1168012 $ 799.67 09/01/1997
600070924 8.250 .0425 8.208 08/01/2027 1168368 $1,683.92 09/01/1997
600070925 7.750 .0425 7.708 08/01/2027 1169549 $ 331.66 09/01/1997
600070926 7.625 .0425 7.583 08/01/2027 1169556 $ 753.71 09/01/1997
600070927 7.750 .0425 7.708 08/01/2027 1169580 $ 982.14 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600070914 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
600070915 360 .00 .00 .00 .000 .250 .293 $213,000.00 N
600070916 360 .00 .00 .00 .000 .250 .293 $195,000.00 N
600070917 360 .00 .00 .00 .000 .250 .293 $165,000.00 N
600070918 360 .00 .00 .00 .000 .250 .293 $276,000.00 N
600070919 360 .00 .00 .00 .000 .250 .293 $152,500.00 N
600070920 360 .00 .00 .00 .000 .250 .293 $417,000.00 N
600070921 360 .00 .00 .00 .000 .250 .293 $545,000.00 N
600070922 360 .00 .00 .00 .000 .250 .293 $357,000.00 N
600070923 360 .00 .00 .00 .000 .250 .293 $130,000.00 N
600070924 360 .00 .00 .00 .000 .250 .293 $292,000.00 N
600070925 360 .00 .00 .00 .000 .250 .293 $ 66,000.00 N
600070926 360 .00 .00 .00 .000 .250 .293 $129,990.00 N
600070927 360 .00 .00 .00 .000 .250 .293 $178,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 75
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073499 UEDA 801 OCEAN DRIVE HERMOSA BEACH CA 90254 $294,986.34 7.625 .250
600073500 KISH 1877 SERPENTINE DRIVE UNION CITY CA 94587 $241,225.29 7.625 .250
600073501 TOGNO 2007 CAMPBELL AVENUE THOUSAND OAKS CA 91360 $267,806.03 7.625 .250
600073502 CODOMO 5226 NORTHWEST VILLAGE PA ISSAQUAH WA 98027 $286,292.64 7.625 .250
600073503 BASCH 1018 WINSOR AVENUE OAKLAND CA 94610 $314,172.45 7.625 .250
600073504 DOUBOVIS/KOURLA 4002 VALERIE DRIVE SAN JOSE CA 95008 $283,794.45 7.625 .250
600073505 BARR/BARR 695 HIGHLAND AVENUE PENNGROVE CA 94951 $225,336.79 7.625 .250
600073506 FRERICHS 1562 CALLE RYAN ENCINITAS CA 92024 $199,855.24 7.625 .250
600073507 LIU/CHEN 4532 MACKINAW STREET UNION CITY CA 94587 $253,316.52 7.625 .250
600073508 THACKER 1380 SETTLE AVENUE SAN JOSE CA 95125 $391,716.28 7.625 .250
600073509 SHAPIRO/FELDMAN 5179 BRIAN LANE LOS ANGELES CA 91436 $231,832.10 7.626 .250
600073510 MCBRIDE 610 SUNRISE DRIVE EAST VISTA CA 92084 $283,799.56 7.750 .250
600073511 BRADLEY 137 GLENVIEW DRIVE MARTINEZ CA 94553 $275,805.20 7.750 .250
600073512 HOUGE 26391 AMBIA MISSION VIEJO CA 92692 $247,824.97 7.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073499 7.375 .0425 7.333 08/01/2027 92452422 $2,089.41 09/01/1997
600073500 7.375 .0425 7.333 08/01/2027 92452364 $1,708.61 09/01/1997
600073501 7.375 .0425 7.333 08/01/2027 92452418 $1,896.89 09/01/1997
600073502 7.375 .0425 7.333 08/01/2027 92452328 $2,027.83 09/01/1997
600073503 7.375 .0425 7.333 08/01/2027 92452313 $2,225.30 09/01/1997
600073504 7.375 .0425 7.333 08/01/2027 92452337 $2,010.13 09/01/1997
600073505 7.375 .0425 7.333 08/01/2027 92452311 $1,596.07 09/01/1997
600073506 7.375 .0425 7.333 08/01/2027 92452343 $1,415.59 09/01/1997
600073507 7.375 .0425 7.333 08/01/2027 92452376 $1,794.26 09/01/1997
600073508 7.375 .0425 7.333 08/01/2027 92452416 $2,774.55 09/01/1997
600073509 7.376 .0425 7.333 08/01/2027 92452406 $1,642.16 09/01/1997
600073510 7.500 .0425 7.458 08/01/2027 92452386 $2,034.61 09/01/1997
600073511 7.500 .0425 7.458 08/01/2027 92452325 $1,977.30 09/01/1997
600073512 7.500 .0425 7.458 08/01/2027 92452358 $1,776.70 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600073499 360 .00 .00 .00 .000 .250 .293 $369,000.00 N
600073500 360 .00 .00 .00 .000 .250 .293 $301,853.00 N
600073501 360 .00 .00 .00 .000 .250 .293 $335,000.00 N
600073502 360 .00 .00 .00 .000 .250 .293 $401,000.00 N
600073503 360 .00 .00 .00 .000 .250 .293 $393,000.00 N
600073504 360 .00 .00 .00 .000 .250 .293 $355,000.00 N
600073505 360 .00 .00 .00 .000 .250 .293 $298,000.00 N
600073506 360 .00 .00 .00 .000 .250 .293 $290,000.00 N
600073507 360 .00 .00 .00 .000 .250 .293 $338,000.00 N
600073508 360 .00 .00 .00 .000 .250 .293 $595,000.00 Y
600073509 360 .00 .00 .00 .000 .250 .293 $290,000.00 N
600073510 360 .00 .00 .00 .000 .250 .293 $355,000.00 N
600073511 360 .00 .00 .00 .000 .250 .293 $345,000.00 N
600073512 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 76
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073513 BOALS 54 PARKCREST IRVINE CA 92620 $256,219.04 7.750 .250
600073514 PAVESI 15 LATIGO LANE ROLLING HILLS E CA 90274 $569,597.70 7.750 .250
600073515 CHAUDHARI 3200 BECK ROAD LOMPOC CA 93436 $287,796.73 7.750 .250
600073516 JIANG,ZHAO 12712 BRUBAKER COURT SAN DIEGO CA 92130 $295,691.16 7.750 .250
600073517 CUFFARI/MILLER 950 URANIA AVENUE ENCINITAS CA 92024 $141,899.77 7.750 .250
600073519 WALKER 5834 IRVING AVE LA CRESCENTA AR CA 91214 $298,994.09 7.875 .250
600073520 BORSUM 2745 GLENDOWER AVENUE LOS ANGELES CA 90027 $302,791.48 7.875 .250
600073521 SULLIVAN 5008 MANCHESTER COURT GRANITE BAY CA 95746 $379,638.55 7.875 .250
600073522 MOLLERUS/DILLAR 1183 GLENBLAIR WAY CAMPBELL CA 95008 $256,623.27 7.875 .250
600073523 KAMAGES 180 MOUNT LASSEN DRIVE SAN RAFAEL CA 94903 $327,774.27 7.875 .250
600073524 SIMON/JONES 2136 HELIOTROPE DRIVE SANTA ANA CA 92706 $287,801.80 7.875 .250
600073525 CHU/HUANG 2265 TIOGA DRIVE MENLO PARK CA 94025 $649,563.86 8.000 .250
600073526 MARTIN 36601 CUENCA COURT FREMONT CA 94536 $299,798.71 8.000 .250
600073527 DAVIS 3274 BALMORAL COURT PLEASANTON CA 94588 $243,586.45 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073513 7.500 .0425 7.458 08/01/2027 92452321321 $1,836.88 09/01/1997
600073514 7.500 .0425 7.458 08/01/2027 92452397 $4,083.55 09/01/1997
600073515 7.500 .0425 7.458 08/01/2027 92452326 $2,063.27 09/01/1997
600073516 7.500 .0425 7.458 08/01/2027 92452361 $2,119.86 09/01/1997
600073517 7.500 .0425 7.458 08/01/2027 92452331 $1,017.31 09/01/1997
600073519 7.625 .0425 7.583 08/01/2027 92452426 $2,169.41 09/01/1997
600073520 7.625 .0425 7.583 08/01/2027 92452322 $2,196.96 09/01/1997
600073521 7.625 .0425 7.583 08/01/2027 92452413 $2,754.54 09/01/1997
600073522 7.625 .0425 7.583 08/01/2027 92452390 $1,861.98 09/01/1997
600073523 7.625 .0425 7.583 08/01/2027 92452363 $2,378.23 09/01/1997
600073524 7.625 .0425 7.583 08/01/2027 92452410 $2,088.20 09/01/1997
600073525 7.750 .0425 7.708 08/01/2027 92452327 $4,769.47 09/01/1997
600073526 7.750 .0425 7.708 08/01/2027 92452385 $2,201.29 09/01/1997
600073527 7.750 .0425 7.708 08/01/2027 92452332 $1,788.55 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600073513 360 .00 .00 .00 .000 .250 .293 $320,500.00 N
600073514 360 .00 .00 .00 .000 .250 .293 $950,000.00 N
600073515 360 .00 .00 .00 .000 .250 .293 $360,000.00 N
600073516 360 .00 .00 .00 .000 .250 .293 $369,900.00 N
600073517 360 .00 .00 .00 .000 .250 .293 $177,500.00 N
600073519 360 .00 .00 .00 .000 .250 .293 $374,000.00 N
600073520 360 .00 .00 .00 .000 .250 .293 $445,000.00 N
600073521 360 .00 .00 .00 .000 .250 .293 $570,000.00 N
600073522 360 .00 .00 .00 .000 .250 .293 $321,000.00 N
600073523 360 .00 .00 .00 .000 .250 .293 $410,000.00 N
600073524 360 .00 .00 .00 .000 .250 .293 $360,000.00 N
600073525 360 .00 .00 .00 .000 .250 .293 $850,000.00 N
600073526 360 .00 .00 .00 .000 .250 .293 $530,000.00 N
600073527 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 77
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073528 COLLINS 22 SUNRISE HILL ROAD ORINDA CA 94563 $248,458.67 8.000 .250
600073529 SHARABY 15866 FALCONRIM DRIVE SANTA CLARITA CA 91351 $340,771.19 8.000 .250
600073530 MOA 14975 LA CUARTA STREET WHITTIER CA 90605 $269,818.84 8.000 .250
600073531 GRAF 5 SAND OAKS ROAD LAGUNA NIGUEL CA 92677 $241,837.62 8.000 .250
600073532 BEDDOW 23606 VIA AGUILA TRABUCO CANYON CA 92679 $326,786.09 8.125 .250
600073533 BLOOMBERG 181 BOLLA AVENUE ALAMO CA 94507 $349,771.05 8.125 .250
600073534 GUGLIELMETTI 18212 SUN MAIDEN COURT SAN DIEGO CA 92127 $239,843.01 8.125 .250
600073535 IQBAL 508 CRYSTALLINE PLACE FREMONT CA 94539 $367,765.34 8.250 .250
600073536 SHEBITZ 2212 PARKVIEW COURT WEST LINN OR 97068 $247,342.18 8.250 .250
600073537 DE HAAS 2209 OLD RANCH PLACE SANTA ROSA CA 95405 $307,717.50 8.250 .250
600073538 SEEGMILLER 1078 EAST HILLSIDE DRIVE PROVO UT 84604 $318,323.82 8.250 .250
600073539 ORDIN 140 LA SALLE AVENUE PIEDMONT CA 94610 $571,635.26 8.250 .250
600073542 MONTGOMERY 1334 GROVE STREET ALAMEDA CA 94501 $286,821.61 8.375 .250
600073543 ROBBINS 10312 SEABECK HIGHWAY SEABECK WA 98380 $519,285.23 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073528 7.750 .0425 7.708 08/01/2027 92452329 $1,825.61 09/01/1997
600073529 7.750 .0425 7.708 08/01/2027 92452407 $2,502.14 09/01/1997
600073530 7.750 .0425 7.708 08/01/2027 92452388 $1,981.16 09/01/1997
600073531 7.750 .0425 7.708 08/01/2027 92452347 $1,775.71 09/01/1997
600073532 7.875 .0425 7.833 08/01/2027 92452316 $2,427.97 09/01/1997
600073533 7.875 .0425 7.833 08/01/2027 92452320 $2,598.74 09/01/1997
600073534 7.875 .0425 7.833 08/01/2027 92452349 $1,781.99 09/01/1997
600073535 8.000 .0425 7.958 08/01/2027 92452359 $2,764.66 09/01/1997
600073536 8.000 .0425 7.958 08/01/2027 92452408 $1,859.38 09/01/1997
600073537 8.000 .0425 7.958 08/01/2027 92452334 $2,313.90 09/01/1997
600073538 8.000 .0425 7.958 08/01/2027 92452403 $2,396.54 09/01/1997
600073539 8.000 .0425 7.958 08/01/2027 92452396 $4,297.24 09/01/1997
600073542 8.125 .0425 8.083 08/01/2027 92452392 $2,181.41 09/01/1997
600073543 8.250 .0425 8.208 08/01/2027 92452402 $3,995.27 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600073528 360 .00 .00 .00 .000 .250 .293 $320,000.00 N
600073529 360 .00 .00 .00 .000 .250 .293 $500,000.00 N
600073530 360 .00 .00 .00 .000 .250 .293 $360,000.00 N
600073531 360 .00 .00 .00 .000 .250 .293 $325,000.00 N
600073532 360 .00 .00 .00 .000 .250 .293 $460,000.00 N
600073533 360 .00 .00 .00 .000 .250 .293 $615,000.00 N
600073534 360 .00 .00 .00 .000 .250 .293 $310,000.00 N
600073535 360 .00 .00 .00 .000 .250 .293 $490,000.00 N
600073536 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600073537 360 .00 .00 .00 .000 .250 .293 $385,000.00 N
600073538 360 .00 .00 .00 .000 .250 .293 $545,000.00 N
600073539 360 .00 .00 .00 .000 .250 .293 $935,000.00 N
600073542 360 .00 .00 .00 .000 .250 .293 $395,000.00 N
600073543 360 .00 .00 .00 .000 .250 .293 $649,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 78
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073544 BEHIC 13397 OLD WINERY ROAD POWAY CA 92064 $715,566.25 8.500 .250
600073545 NAEFKE/ADAMS 28 INNISBROOK AVENUE LAS VEGAS NV 89113 $824,512.92 8.625 .250
600073546 WILLI 13531 WAGNER ROAD MONROE WA 98272 $547,185.01 8.750 .250
600073547 HE/SHAN 630 GREYLYN DRIVE SAN RAMON CA 94583 $235,420.73 7.375 .250
600073548 KORY 23323 LYNHAM PLACE VALENCIA AREA CA 91355 $287,786.26 7.500 .250
600073549 MANNON 12638 NORTHEAST 68TH PLAC KIRKLAND WA 98033 $239,026.88 7.625 .250
600073550 HAMMOND 143 SEACLIFF DRIVE APTOS CA 95003 $289,790.11 7.625 .250
600073551 WALLACE 22 CELESTE COURT NOVATO CA 94947 $107,422.19 7.625 .250
600073552 LEMAN/DOLGOPIAT 243 DEVON DRIVE SAN RAFAEL CA 94903 $254,820.03 7.750 .250
600073553 LOU/LOU 3662 WEST MERCER WAY MERCER ISLAND WA 98040 $547,613.23 7.750 .250
600073554 LEHMAN 12 IDLEWOOD ROAD KENTFIELD CA 94904 $633,552.53 7.750 .250
600073555 SULLIVAN 231 B STREET REDWOOD CITY CA 94063 $227,088.09 7.875 .250
600073556 COVELL 364 MONTROSE DRIVE SAN LUIS OBISPO CA 93405 $411,716.46 7.875 .250
600073557 KLINE 728 HUNTSWOOD COURT SAN JOSE CA 95120 $399,625.00 7.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073544 8.250 .0425 8.208 08/01/2027 92452318 $5,505.42 09/01/1997
600073545 8.375 .0425 8.333 08/01/2027 92452393 $6,416.77 09/01/1997
600073546 8.500 .0425 8.458 08/01/2027 92452432 $4,307.18 09/01/1997
600073547 7.125 .0425 7.083 08/01/2027 92452353 $1,627.23 09/01/1997
600073548 7.250 .0425 7.208 08/01/2027 92452368 $2,013.74 09/01/1997
600073549 7.375 .0425 7.333 08/01/2027 92452383 $1,693.04 09/01/1997
600073550 7.375 .0425 7.333 08/01/2027 92452352 $2,052.60 09/01/1997
600073551 7.375 .0425 7.333 08/01/2027 92452429 $ 760.88 09/01/1997
600073552 7.500 .0425 7.458 08/01/2027 92452372 $1,826.85 09/01/1997
600073553 7.500 .0425 7.458 08/01/2027 92452381 $3,925.94 09/01/1997
600073554 7.500 .0425 7.458 08/01/2027 92452371 $4,542.05 09/01/1997
600073555 7.625 .0425 7.583 08/01/2027 92452414 $1,653.16 09/01/1997
600073556 7.625 .0425 7.583 08/01/2027 92452330 $2,987.29 09/01/1997
600073557 7.625 .0425 7.583 08/01/2027 92452366 $2,900.28 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600073544 360 .00 .00 .00 .000 .250 .293 $ 895,000.00 N
600073545 360 .00 .00 .00 .000 .250 .293 $1,100,000.00 N
600073546 360 .00 .00 .00 .000 .250 .293 $ 730,000.00 N
600073547 360 .00 .00 .00 .000 .250 .293 $ 294,500.00 N
600073548 360 .00 .00 .00 .000 .250 .293 $ 360,900.00 N
600073549 360 .00 .00 .00 .000 .250 .293 $ 299,000.00 N
600073550 360 .00 .00 .00 .000 .250 .293 $ 362,500.00 N
600073551 360 .00 .00 .00 .000 .250 .293 $ 250,000.00 N
600073552 360 .00 .00 .00 .000 .250 .293 $ 365,000.00 N
600073553 360 .00 .00 .00 .000 .250 .293 $ 685,000.00 N
600073554 360 .00 .00 .00 .000 .250 .293 $ 792,500.00 N
600073555 360 .00 .00 .00 .000 .250 .293 $ 300,000.00 N
600073556 360 .00 .00 .00 .000 .250 .293 $ 515,000.00 N
600073557 360 .00 .00 .00 .000 .250 .293 $ 506,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 79
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073558 TURAGA 4509 MACKINAW STREET UNION CITY CA 94587 $253,525.06 7.875 .250
600073559 DICKENSHEETS 514 LEXINGTON DRIVE BOZEMAN MT 59715 $161,089.07 7.875 .250
600073560 WU 50 OAKHURST ROAD IRVINE CA 92620 $259,821.07 7.875 .250
600073561 WALLNER/UTTER 12446 PRESILLA ROAD CAMARILLO AREA CA 93012 $367,746.74 7.875 .250
600073562 BECKERLE 8630 VERDOSA DRIVE WHITTIER CA 90605 $419,510.41 7.875 .250
600073563 GOSWAMI 4731 SILVERTIDE COURT UNION CITY CA 94587 $330,522.38 7.875 .250
600073565 LIPINSKI 1127 MOCKINGBIRD COURT SAN JOSE CA 95120 $374,748.38 8.000 .250
600073566 YAMAMOTO 125 JUANITA WAY SAN FRANCISCO CA 94127 $299,798.71 8.000 .250
600073567 DUCE/LEE 3112 MATTIQUE DRIVE SAN JOSE CA 95135 $339,777.59 8.125 .250
600073568 PODVALNY 1574 34TH AVENUE SAN FRANCISCO CA 94122 $233,846.94 8.125 .250
600073569 NASELOW 3825 140TH AVENUE NORTHEA BELLEVUE WA 98005 $412,230.17 8.125 .250
600073570 FARZAD,JAVAHERN 16254 MANDALAY DRIVE LOS ANGELES CA 91436 $622,113.08 8.375 .250
600073571 POMELOV 1325 29TH AVENUE SAN FRANCISCO CA 94122 $265,934.61 8.375 .250
600073572 ARIES 29533 BERTRAND DR AGOURA HILLS CA 91301 $599,654.80 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073558 7.625 .0425 7.583 08/01/2027 92452421 $1,843.13 09/01/1997
600073559 7.625 .0425 7.583 08/01/2027 92452335 $1,168.81 09/01/1997
600073560 7.625 .0425 7.583 08/01/2027 92452433 $1,885.18 09/01/1997
600073561 7.625 .0425 7.583 08/01/2027 92452430 $2,668.26 09/01/1997
600073562 7.625 .0425 7.583 08/01/2027 92452315 $3,051.09 09/01/1997
600073563 7.625 .0425 7.583 08/01/2027 92452345 $2,398.17 09/01/1997
600073565 7.750 .0425 7.708 08/01/2027 92452374 $2,751.62 09/01/1997
600073566 7.750 .0425 7.708 08/01/2027 92452434 $2,201.29 09/01/1997
600073567 7.875 .0425 7.833 08/01/2027 92452338 $2,524.49 09/01/1997
600073568 7.875 .0425 7.833 08/01/2027 92452398 $1,737.44 09/01/1997
600073569 7.875 .0425 7.833 08/01/2027 92452395 $3,062.80 09/01/1997
600073570 8.125 .0425 8.083 08/01/2027 92452342 $4,731.45 09/01/1997
600073571 8.125 .0425 8.083 08/01/2027 92452400 $2,022.55 09/01/1997
600073572 8.500 .0425 8.458 08/01/2027 92452308 $4,720.20 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600073558 360 .00 .00 .00 .000 .250 .293 $317,790.00 N
600073559 360 .00 .00 .00 .000 .250 .293 $201,500.00 N
600073560 360 .00 .00 .00 .000 .250 .293 $334,901.00 N
600073561 360 .00 .00 .00 .000 .250 .293 $460,000.00 N
600073562 360 .00 .00 .00 .000 .250 .293 $526,000.00 N
600073563 360 .00 .00 .00 .000 .250 .293 $413,491.00 N
600073565 360 .00 .00 .00 .000 .250 .293 $749,000.00 N
600073566 360 .00 .00 .00 .000 .250 .293 $375,000.00 N
600073567 360 .00 .00 .00 .000 .250 .293 $440,000.00 N
600073568 360 .00 .00 .00 .000 .250 .293 $302,500.00 N
600073569 360 .00 .00 .00 .000 .250 .293 $550,000.00 N
600073570 360 .00 .00 .00 .000 .250 .293 $830,000.00 N
600073571 360 .00 .00 .00 .000 .250 .293 $338,000.00 N
600073572 360 .00 .00 .00 .000 .250 .293 $800,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 80
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073573 HAMILTON 26394 CARMELO STREET CARMEL CA 93923 $649,635.60 8.875 .250
600073928 GROSSO, ALAN 11 MALONE LANE SAN RAFAEL CA 94903 $236,852.69 8.375 .250
600080757 RICCI II, EDWARD W R 270 LAUREL AVENUE PROVIDENCE RI 2906 $263,615.13 7.990 .250
600080758 KETUDAT, ELIZABETH 354 CONCORD AVENUE LEXINGTON MA 2173 $286,623.25 8.125 .250
600080759 SMOKOWSKI, KATHLEEN D 149 PANTRY ROAD SUDBURY MA 1776 $299,595.24 7.990 .250
600080760 LAMBIE, TIMOTHY J 477 BEACON STREET BOSTON MA 2115 $245,277.59 8.125 .250
600080761 CHEN, XI CHEN 13 MARKS WAY MAYNARD MA 1754 $218,279.88 7.750 .250
600080762 MORRIS, SUSAN F MO 305 MILLBROOK DRIVE EAST LONGMEADOW MA 1028 $277,822.73 8.250 .250
600080763 ESPINOSA, ELIZABETH 202 GLEZEN LANE WAYLAND MA 1778 $359,515.27 8.000 .250
600080764 SIHATRAI, SUE S SIHA 775 NEWTON STREET BROOKLINE MA 2146 $356,760.46 8.000 .250
600080765 NOCERA, KAREN E NO 3 BRUCE ROAD WINCHESTER MA 1890 $279,807.30 7.875 .250
600080766 COLLINS, THOMAS J C LOT 3 BRIANNA LANE EASTON CT 6612 $368,732.93 7.625 .250
600080767 MONTGOMERY, JOAN S MON 826 RIDGEFIELD ROAD WILTON CT 6897 $229,841.72 7.875 .250
600080768 LORILLA, VERONICA S 3192 WHITE SAND DR SAN JOSE CA 95148 $262,819.00 7.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600073573 8.625 .0425 8.583 08/01/2027 92452351 $5,171.69 09/01/1997
600073928 8.125 .0425 8.083 08/01/2027 92452348 $1,801.37 09/01/1997
600080757 7.740 .0425 7.698 08/01/2027 1245163 $1,935.30 09/01/1997
600080758 7.875 .0425 7.833 07/01/2027 1274713 $2,130.97 09/01/1997
600080759 7.740 .0425 7.698 07/01/2027 1276743 $2,199.21 12 09/01/1997
600080760 7.875 .0425 7.833 07/01/2027 1281293 $1,823.58 12 09/01/1997
600080761 7.500 .0425 7.458 08/01/2027 1281373 $1,566.08 1 09/01/1997
600080762 8.000 .0425 7.958 08/01/2027 1281743 $2,088.53 2 09/01/1997
600080763 7.750 .0425 7.708 07/01/2027 1286793 $2,641.56 09/01/1997
600080764 7.750 .0425 7.708 08/01/2027 1291323 $2,619.54 09/01/1997
600080765 7.625 .0425 7.583 08/01/2027 1293253 $2,030.20 09/01/1997
600080766 7.375 .0425 7.333 08/01/2027 4729682 $2,611.76 09/01/1997
600080767 7.625 .0425 7.583 08/01/2027 4729832 $1,667.66 09/01/1997
600080768 7.625 .0425 7.583 08/01/2027 5850162 $1,906.94 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600073573 360 .00 .00 .00 .000 .250 .293 $925,000.00 N
600073928 360 .00 .00 .00 .000 .250 .293 $330,000.00 N
600080757 360 $330,000.00 N
600080758 360 $359,000.00 N
600080759 360 $343,000.00 N
600080760 360 $289,000.00 N
600080761 360 $242,900.00 N
600080762 360 $315,000.00 N
600080763 360 $450,000.00 N
600080764 360 $476,000.00 N
600080765 360 $462,500.00 N
600080766 360 $549,000.00 N
600080767 360 $412,000.00 N
600080768 360 $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 81
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080769 SYP, JOAN F SYP 85 SOUTHERN BLVD CHATHAM TOWNSHI NJ 7928 $299,777.35 7.500 .250
600080770 SHUSTIN, JANE SHUST 19 SMITH STREET GROTON MA 1450 $273,416.42 8.000 .250
600080771 CUSHMAN, LISA RUDOL 336 BULKLEY ST WILLIAMSTOWN MA 1267 $467,723.69 8.625 .250
600080772 VOLK, MARY CRAWF 60 BLANCHARD ROAD BELMONT MA 2178 $215,847.54 7.750 .250
600080774 OLSON, CYNTHIA M 3800 OLD DOMINION CT LINCOLN NE 68516 $268,814.87 7.875 .250
600080775 WHITNEY, ROBIN M WH 3530 CANDLEBERRY CT BONITA SPRINGS FL 33923 $418,627.89 8.500 .250
600080776 COLLINS, ELIZABETH 413 HARBOUR OAKS PT ORLANDO FL 32809 $224,601.87 8.375 .250
600080777 JORDAN, OLGA ELENA 431 NW132 AVENUE MIAMI FL 33182 $329,384.40 8.125 .250
600080778 BAUMSTARK, PATRICIA W 743 S E 1ST COURT CRYSTAL RIVER FL 34429 $303,593.07 8.250 .250
600080779 BETANCOURT, PAUL F BET 1565 ALBATROSS DRIVE PUNTA GORDA FL 33950 $214,853.32 8.250 .250
600080780 WELLS, JANET C WE 2182 SALT MYRTLE LN ORANGE PARK FL 32073 $302,378.22 8.125 .250
600080781 ORTEGA, LISA D'AMI 12018 MARBLEHEAD DR TAMPA FL 33626 $279,836.94 8.375 .250
600080782 BURNS, ANNE E BUR 31 STANDISH STREET DUXBURY MA 2332 $232,816.56 8.500 .250
600080783 GLACKMAN, BENES S GL 2552 BAY POINTE DRIV WESTON FL 33327 $239,834.83 7.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080769 7.250 .0425 7.208 08/01/2027 5865132 $2,097.65 09/01/1997
600080770 7.750 .0425 7.708 08/01/2027 5961642 $2,007.58 09/01/1997
600080771 8.375 .0425 8.333 08/01/2027 5963202 $3,640.06 09/01/1997
600080772 7.500 .0425 7.458 08/01/2027 5969392 $1,547.46 09/01/1997
600080774 7.625 .0425 7.583 08/01/2027 6807522 $1,950.44 09/01/1997
600080775 8.250 .0425 8.208 08/01/2026 7022351 $3,245.56 09/01/1997
600080776 8.125 .0425 8.083 11/01/2026 7048067 $1,718.16 14 09/01/1997
600080777 7.875 .0425 7.833 08/01/2027 7048144 $2,447.27 09/01/1997
600080778 8.000 .0425 7.958 01/01/2027 7052627 $2,292.77 09/01/1997
600080779 8.000 .0425 7.958 11/01/2026 7058028 $1,624.81 1 09/01/1997
600080780 7.875 .0425 7.833 11/01/2026 7061642 $2,260.39 09/01/1997
600080781 8.125 .0425 8.083 02/01/2027 7067684 $2,136.46 1 09/01/1997
600080782 8.250 .0425 8.208 07/01/2027 7071897 $1,792.34 2 09/01/1997
600080783 7.625 .0425 7.583 08/01/2027 7076453 $1,740.17 14 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080769 360 $408,000.00 N
600080770 360 $342,000.00 N
600080771 360 $585,000.00 N
600080772 360 $270,000.00 N
600080774 360 $516,500.00 N
600080775 352 $577,498.00 N
600080776 352 $250,000.00 N
600080777 360 $412,000.00 N
600080778 354 $380,000.00 N
600080779 351 $226,322.00 N
600080780 352 $378,500.00 N
600080781 355 $294,997.00 N
600080782 360 $259,000.00 N
600080783 360 $284,891.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 82
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080784 MELANSON, NICHKOL AN 1237 RAINBOW DRIVE BIGFORK MT 59911 $579,610.83 8.000 .250
600080785 GOODMAN, BARBARA SC 8 GRANITE BRK DR GRANITE SPRINGS NY 10527 $305,608.40 8.250 .250
600080786 DAWSON, JOHN S DAW WEST LAKE ROAD TUXEDO PARK NY 10987 $343,013.37 9.125 .250
600080787 JAFFE, LAWRENCE M 21741 FALL RIVER DR BOCA RATON FL 33428 $242,278.88 7.750 .250
600080789 CASATELLI, BRUNO CASA 79 MERIDAN ROAD ROCKAWAY NJ 7866 $296,483.60 8.750 .250
600080790 HOO, ELKE I HOO 505 19TH. AVENUE NE ST PETERSBURG FL 33704 $292,116.04 8.125 .250
600080791 HETHCOX, RICHARD E 700 BIRKDALE DRIVE FAYETTEVILLE GA 30214 $322,438.94 8.125 .250
600080792 CROOKE, PHYLLIS A 5930 RED CEDAR STREE PENSACOLA FL 32507 $249,832.26 8.000 .250
600080793 MADHVANI, HEENA K MA 6693 MOUNT HOLLY DRI SAN JOSE CA 95120 $339,783.19 8.250 .250
600080794 DUGAN, TERENCE P 17 PARTRIDGE LN GREENVILLE SC 29601 $395,720.50 7.750 .250
600080795 PARDO, MARCIA G P 510 SOLANO PRADO DR CORAL GABLES FL 33156 $549,630.96 8.000 .250
600080796 STICKNEY, TIMOTHY D 43 BRINKERHOFF AVE TEANECK NJ 7666 $237,211.22 8.500 .250
600080797 BARKER, LYNN S BAR 988 NELAKE PLACID ST PETERSBURG FL 33703 $295,785.76 7.625 .250
600080798 MARTIN, DIANE S MA 665 HIGHLAND AVENUE SAN MARTIN CA 95046 $324,282.26 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080784 7.750 .0425 7.708 08/01/2027 7080458 $4,255.84 09/01/1997
600080785 8.000 .0425 7.958 07/01/2027 7084704 $2,298.88 2 09/01/1997
600080786 8.875 .0425 8.833 04/01/2027 7084861 $2,798.90 09/01/1997
600080787 7.500 .0425 7.458 08/01/2027 7088450 $1,736.94 09/01/1997
600080789 8.500 .0425 8.458 06/01/2027 7092734 $2,336.51 2 09/01/1997
600080790 7.875 .0425 7.833 07/01/2027 7093432 $2,171.80 12 09/01/1997
600080791 7.875 .0425 7.833 08/01/2027 7093736 $2,395.67 12 09/01/1997
600080792 7.750 .0425 7.708 08/01/2027 7094070 $1,834.41 09/01/1997
600080793 8.000 .0425 7.958 08/01/2027 7095513 $2,554.31 09/01/1997
600080794 7.500 .0425 7.458 08/01/2027 7095719 $2,837.00 09/01/1997
600080795 7.750 .0425 7.708 08/01/2027 7095827 $4,035.71 09/01/1997
600080796 8.250 .0425 8.208 07/01/2027 7095987 $1,826.17 1 09/01/1997
600080797 7.375 .0425 7.333 08/01/2027 7096551 $2,095.07 09/01/1997
600080798 7.750 .0425 7.708 08/01/2027 7096975 $2,381.07 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080784 360 $725,000.00 N
600080785 360 $340,000.00 N
600080786 360 $430,000.00 N
600080787 360 $303,085.00 N
600080789 360 $330,000.00 N
600080790 360 $325,000.00 N
600080791 360 $358,500.00 N
600080792 360 $380,000.00 N
600080793 360 $425,000.00 N
600080794 360 $495,000.00 N
600080795 360 $800,000.00 N
600080796 360 $250,000.00 N
600080797 360 $370,000.00 N
600080798 360 $472,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 83
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080800 ABELLA-BLANCO, MIMI ABELL 1137 PLACETAS AVENUE CORAL GABLES FL 33146 $319,795.95 8.250 .250
600080801 RANDOLPH, NANCY E RA 5018 NW 67TH STREET GAINESVILLE FL 32606 $362,971.95 8.125 .250
600080802 VAN, CHUNG VAN 3555 COUR DUVIN SAN JOSE CA 95148 $321,566.44 8.000 .250
600080803 SHULMAN, KRISTEN SH 183 WEST TRAIL STAMFORD CT 6903 $259,573.58 7.750 .250
600080804 JOSEPH, JOETTE JOS 1029 OAKMONT PLACE SAN JOSE CA 95117 $289,790.11 7.625 .250
600080805 HAYES, PAULA SUE 786 CURTISWOOD DRIVE KEY BISCAYNE FL 33149 $291,793.91 7.750 .250
600080806 KARSH, PAULA A KA 6520 E MANSFIELD AVE DENVER CO 80237 $263,818.31 7.875 .250
600080807 AMMON, ANGIE G AM 4403 CHARLESTON CT TAMPA FL 33609 $219,696.21 7.875 .250
600080809 BRITTON, DEANNA D B 1970 MINNA WAY SAN JOSE CA 95124 $263,827.30 8.125 .250
600080810 ROBINSON, JEANE R RO 110 MILL ST. FRAMINGHAM MA 1701 $399,751.38 8.375 .250
600080811 PETERSON, LISELOTTE 1590 TIGER MOUNTAIN RD ISSAQUAH WA 98027 $236,963.58 8.750 .250
600080812 SHKOLNIKOV, SOPHIA SHK 2359 14TH AVENUE SAN FRANCISCO CA 94116 $271,339.71 8.625 .250
600080813 FLORESCU, LUCIAN L F 8235 S TROPICAL TRL MERRITT ISLAND FL 32952 $486,809.64 7.750 .250
600080814 MASCORRO, NORA C MAS 23002 MEADOW POND CIR KATY TX 77450 $254,070.55 7.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080800 8.000 .0425 7.958 08/01/2027 7097200 $2,404.05 09/01/1997
600080801 7.875 .0425 7.833 07/01/2027 7097743 $2,851.19 09/01/1997
600080802 7.750 .0425 7.708 07/01/2027 7097769 $2,362.73 09/01/1997
600080803 7.500 .0425 7.458 07/01/2027 7097916 $1,862.68 09/01/1997
600080804 7.375 .0425 7.333 08/01/2027 7098131 $2,052.61 09/01/1997
600080805 7.500 .0425 7.458 08/01/2027 7098222 $2,091.92 09/01/1997
600080806 7.625 .0425 7.583 08/01/2027 7098289 $1,914.19 09/01/1997
600080807 7.625 .0425 7.583 07/01/2027 7098676 $1,595.15 09/01/1997
600080809 7.875 .0425 7.833 08/01/2027 7098772 $1,960.20 09/01/1997
600080810 8.125 .0425 8.083 08/01/2027 7099265 $3,040.29 09/01/1997
600080811 8.500 .0425 8.458 08/01/2027 7099373 $1,865.27 09/01/1997
600080812 8.375 .0425 8.333 08/01/2027 7099501 $2,111.70 09/01/1997
600080813 7.500 .0425 7.458 07/01/2027 7099562 $3,492.51 09/01/1997
600080814 7.500 .0425 7.458 08/01/2027 7099760 $1,821.48 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080800 360 $400,000.00 N
600080801 360 $480,000.00 N
600080802 360 $403,500.00 N
600080803 360 $325,000.00 N
600080804 360 $365,000.00 N
600080805 360 $365,000.00 N
600080806 360 $330,000.00 N
600080807 360 $319,000.00 N
600080809 360 $330,000.00 N
600080810 360 $814,000.00 N
600080811 360 $425,000.00 N
600080812 360 $390,000.00 N
600080813 360 $610,000.00 N
600080814 360 $282,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 84
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080815 GANLEY, JUNE M GAN 3553 BAN COURT SAN JOSE CA 95117 $328,755.83 7.500 .250
600080816 SUBBASWAMY, MALA SUBBA 10630 SW128TH TERRACE MIAMI FL 33176 $273,816.16 8.000 .250
600080817 OTTMANN, LE ANNE OT 620 FRANKLYN AVE INDIALANTIC FL 32903 $299,788.26 7.750 .250
600080818 BAZARIAN, LINDA A BA 20 DUNES ROW AMELIA ISLAND FL 32034 $412,123.28 8.000 .250
600080819 SIRACO, ELIZABETH 3 ERIKA DRIVE HOPKINTON MA 1748 $291,409.24 8.125 .250
600080820 FORTER, CHRISTINE 2091 CEDAR AVE MENLO PARK CA 94025 $635,055.43 7.750 .250
600080821 KHOUW, JANE S KHO 12751 CALLEDELA SIENA SAN DIEGO CA 92130 $291,808.98 8.125 .250
600080822 COHEN, DEBRA K CO 1472 CARDIFF AVENUE LOS ANGELES CA 90035 $539,618.87 7.750 .250
600080823 ROSE, MARGARITA 10103 NW 113TH COURT PLANTATION FL 33322 $241,053.88 8.500 .250
600080824 DAYANI, NAHID J DA 4605 COLONY POINT SUWANEE GA 30174 $276,604.64 7.750 .250
600080825 BURKHART, ROBERT PAU 6450 MATTHEW COURT SAN JOSE CA 95123 $217,050.52 7.875 .250
600080826 BASTIN, MARY LEE B 486 MARINER DRIVE JUPITER FL 33477 $999,311.81 7.875 .250
600080827 EISEMAN, SELISE E E 2760 HUTTON DRIVE BEVERLY HILLS A CA 90210 $407,759.11 8.625 .250
600080828 LITTMAN, DEBORAH J 1924 LIVONIA AVE LOS ANGELES CA 90034 $294,825.83 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080815 7.250 .0425 7.208 08/01/2027 7099899 $2,300.42 09/01/1997
600080816 7.750 .0425 7.708 08/01/2027 7099919 $2,010.51 09/01/1997
600080817 7.500 .0425 7.458 08/01/2027 7099927 $2,149.24 12 09/01/1997
600080818 7.750 .0425 7.708 08/01/2027 7099967 $3,026.05 09/01/1997
600080819 7.875 .0425 7.833 08/01/2027 7099986 $2,165.13 2 09/01/1997
600080820 7.500 .0425 7.458 07/01/2027 7100339 $4,556.39 09/01/1997
600080821 7.875 .0425 7.833 08/01/2027 7100615 $2,168.10 09/01/1997
600080822 7.500 .0425 7.458 08/01/2027 7100819 $3,868.63 09/01/1997
600080823 8.250 .0425 8.208 08/01/2027 7101023 $1,854.62 7 09/01/1997
600080824 7.500 .0425 7.458 08/01/2027 7101061 $1,983.03 09/01/1997
600080825 7.625 .0425 7.583 08/01/2027 7101086 $1,574.86 09/01/1997
600080826 7.625 .0425 7.583 08/01/2027 7101126 $7,250.69 09/01/1997
600080827 8.375 .0425 8.333 08/01/2027 7102571 $3,173.39 09/01/1997
600080828 8.375 .0425 8.333 08/01/2027 7102573 $2,294.48 15 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080815 360 $ 425,400.00 N
600080816 360 $ 415,000.00 N
600080817 360 $ 325,000.00 N
600080818 360 $ 850,000.00 N
600080819 360 $ 324,000.00 N
600080820 360 $ 795,000.00 N
600080821 360 $ 365,000.00 N
600080822 360 $ 700,000.00 N
600080823 360 $ 268,000.00 N
600080824 360 $ 346,000.00 N
600080825 360 $ 271,500.00 N
600080826 360 $2,900,000.00 N
600080827 360 $ 520,000.00 N
600080828 360 $ 328,350.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 85
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080829 SETLUR, SHAMBHAVI 19013 DAGMAR DRIVE SARATOGA CA 95070 $383,273.58 8.625 .250
600080830 DOLL III, CHARLES E 2668S RIVERPOINT DR JACKSONVILLE FL 32223 $291,793.91 7.750 .250
600080831 KING, RICHARD BR 1260 COPPER PEAK LN SAN JOSE CA 95120 $259,012.39 7.625 .250
600080832 FROMM, CAROLYN K 1 WINDSOR IRVINE CA 92620 $343,769.17 8.000 .250
600080833 PUSHPALA, SHAMIM J P 1637 EAGLE DRIVE SUNNYVALE CA 94087 $471,500.00 8.625 .250
600080834 BEEZLEY, DEBRA A BE 6840 S KILIMANJARO DRI EVERGREEN CO 80439 $221,854.77 8.125 .250
600080835 SMITH, NANCY L SM 3351 ROWENA DRIVE LOS ALAMITOS CA 90720 $307,793.33 8.000 .250
600080836 SCHUGG, KATHY A SC 11341 DAVENPORT ROAD LOS ALAMITOS CA 90720 $345,473.86 8.125 .250
600080837 DUEL, HELDA DUEL 3211 E MANDEVILLE PL ORANGE CA 92867 $579,648.63 8.500 .250
600080838 SHALOM, VIOLETTE S 3347 MANDEVILLE PL ORANGE CA 92867 $819,515.87 8.625 .250
600080840 MORIDANI, KAREN L MO 21499 BUENA MONTE DR SAN JOSE CA 95120 $597,608.82 8.125 .250
600080841 ARMSTRONG, DEBORAH AR 3592 GROVE CANYON RD ESCONDIDO CA 92025 $319,795.94 8.250 .250
600080842 DIMAS, JOANNA DIM 356 EVENING CYN RD NEWPORT BEACH CA 92625 $649,574.80 8.125 .250
600080843 YE, HONG HELEN 751 SPRINGWOOD DRIV SAN JOSE CA 95129 $284,831.73 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080829 8.375 .0425 8.333 08/01/2027 7102667 $2,982.83 09/01/1997
600080830 7.500 .0425 7.458 08/01/2027 7102752 $2,091.92 09/01/1997
600080831 7.375 .0425 7.333 08/01/2027 7102775 $1,834.61 09/01/1997
600080832 7.750 .0425 7.708 08/01/2027 7102822 $2,524.16 09/01/1997
600080833 8.375 .0425 8.333 09/01/2027 7102946 $3,667.28 09/01/1997
600080834 7.875 .0425 7.833 08/01/2027 7103063 $1,648.35 09/01/1997
600080835 7.750 .0425 7.708 08/01/2027 7103082 $2,260.00 15 09/01/1997
600080836 7.875 .0425 7.833 08/01/2027 7103092 $2,566.82 15 09/01/1997
600080837 8.250 .0425 8.208 08/01/2027 7103221 $4,459.70 09/01/1997
600080838 8.375 .0425 8.333 08/01/2027 7103222 $6,377.88 09/01/1997
600080840 7.875 .0425 7.833 08/01/2027 7103246 $4,440.14 09/01/1997
600080841 8.000 .0425 7.958 08/01/2027 7103481 $2,404.06 09/01/1997
600080842 7.875 .0425 7.833 08/01/2027 7103578 $4,826.24 09/01/1997
600080843 8.375 .0425 8.333 08/01/2027 7103980 $2,216.71 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080829 360 $ 480,000.00 N
600080830 360 $ 365,000.00 N
600080831 360 $ 324,000.00 N
600080832 360 $ 430,000.00 N
600080833 360 $ 602,500.00 N
600080834 360 $ 365,000.00 N
600080835 360 $ 343,000.00 N
600080836 360 $ 385,000.00 N
600080837 360 $1,050,000.00 N
600080838 360 $1,200,000.00 N
600080840 360 $ 800,000.00 N
600080841 360 $ 400,000.00 N
600080842 360 $ 870,000.00 N
600080843 360 $ 380,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 86
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080844 WEI, DANIELLE T 2283 CRESTHAVEN STRE MILPITAS CA 95035 $244,855.35 8.625 .250
600080845 TALLURI, VIJAYA L T 3608 E KENT DRIVE PHOENIX AZ 85044 $223,849.69 8.000 .250
600080846 KING, GRACE MAN- 19701 AUBURN COURT CUPERTINO CA 95014 $449,690.31 7.875 .250
600080847 PASSAGLIA, ANNETTE M 18691 VALENCIA CIRCLE VILLA PARK CA 92861 $249,852.40 8.625 .250
600080848 SMITH, KATHERINE 29320 NORTHSTAR LANE EVERGREEN CO 80439 $233,834.84 7.750 .250
600080849 GORDON, TICA V GOR 2401 169TH PLACE SOUTH BELLEVUE WA 98008 $260,046.38 8.625 .250
600080850 FREELAND, SUSAN E FR 917 CYPRESS LAKE CI FT. MYERS FL 33919 $240,000.00 7.875 .250
600080851 MC COY, SARAH L MC 8215 ST. MARLO COUNTRY DULUTH GA 30155 $479,966.46 8.625 .250
600080852 VAKILI, AZITA VAKI 1952 CREST DRIVE ENCINITAS CA 92024 $303,796.02 8.000 .250
600080853 GONZALES, LUCINDA M 2616 KENSINGTON TER EDMOND OK 73013 $590,632.75 8.375 .250
600080854 LAWLESS, DOCIA B LA 2035 OAK GLENN DR MCGREGOR TX 76657 $251,157.76 8.125 .250
600080855 HOWELL, GAYLA HOWE 2805 BROOKSHIRE DR SOUTHLAKE TX 76092 $294,184.98 8.875 .250
600080856 MILLER MARTINEZ, CATRINA 14176 TIGGY DUPLESSIS GONZALES LA 70737 $225,725.21 8.500 .250
600080857 LAPOINTE, SANDRA G L 4208 PECAN ORCHRD RD PARKER TX 75002 $229,713.08 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080844 8.375 .0425 8.333 08/01/2027 7103987 $1,905.59 09/01/1997
600080845 7.750 .0425 7.708 08/01/2027 7103988 $1,643.64 09/01/1997
600080846 7.625 .0425 7.583 08/01/2027 7104128 $3,262.82 09/01/1997
600080847 8.375 .0425 8.333 08/01/2027 7104201 $1,944.48 09/01/1997
600080848 7.500 .0425 7.458 08/01/2027 7104223 $1,676.41 09/01/1997
600080849 8.375 .0425 8.333 08/01/2027 7104487 $2,023.81 09/01/1997
600080850 7.625 .0425 7.583 09/01/2027 7105618 $1,740.17 09/01/1997
600080851 8.375 .0425 8.333 08/01/2027 7106033 $3,735.34 1 09/01/1997
600080852 7.750 .0425 7.708 08/01/2027 7106444 $2,230.65 09/01/1997
600080853 8.125 .0425 8.083 04/01/2027 8154832 $4,503.43 09/01/1997
600080854 7.875 .0425 7.833 07/01/2027 8205442 $1,871.09 09/01/1997
600080855 8.625 .0425 8.583 08/01/2027 8239162 $2,341.98 09/01/1997
600080856 8.250 .0425 8.208 07/01/2027 8244122 $1,737.74 12 09/01/1997
600080857 8.125 .0425 8.083 07/01/2027 8245802 $1,748.17 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080844 360 $340,000.00 N
600080845 360 $280,000.00 N
600080846 360 $600,000.00 N
600080847 360 $600,000.00 N
600080848 360 $460,000.00 N
600080849 360 $350,000.00 N
600080850 360 $300,000.00 N
600080851 360 $565,000.00 N
600080852 360 $380,000.00 N
600080853 360 $790,000.00 N
600080854 360 $315,000.00 N
600080855 360 $420,500.00 N
600080856 360 $237,900.00 N
600080857 360 $340,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 87
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080858 WIKNER, ELAINE K W 5333 MALLARD DR PLESANTON CA 94566 $271,808.02 7.750 .250
600080859 MARTINO, PAMELA L M 6 GALLOWS RD BROOKFIELD CT 6804 $299,788.26 7.750 .250
600080860 TASSEL, JAMIE YALE 12 AVON ST LEXINGTON MA 2173 $286,583.72 7.750 .250
600080861 ARUNKUMAR, RENUKA ARU 36-18 CATOONAH ST RIDGEFIELD CT 6877 $359,758.44 8.000 .250
600080862 STRAUS, LORI C STR 19602 NE110TH PLACE BOTHELL WA 98011 $238,461.83 7.750 .250
600080863 HUNIHAN, MARIJO HUN 22 BRIERBROOK LANE WESTON CT 6883 $327,796.13 8.375 .250
600080864 MCGRATH, KAY C MCGR 12303 S CYPRESS PT WAY DRAPER UT 84020 $233,201.20 8.250 .250
600080865 ROWLAND, LUCY A ROW 22 EASTRN PT BLVD GLOUCESTER MA 1930 $539,664.35 8.375 .250
600080866 GUTMAN, RENEE C GU 9 NEJUNIPER HILL RD ALBUQURQUE NM 87122 $224,833.02 7.500 .250
600080868 MOORE, KATHLEEN L 5901 S 77TH ST LINCOLN NE 68516 $219,852.39 8.000 .250
600080869 CASEY, MARY E CAS 3 OLD RESERVOR RD GLASTONBURY CT 6033 $224,589.29 7.875 .250
600080870 WERMANN, ESTRELLA M 417 OAK AVE RIVER EDGE NJ 7661 $223,631.37 8.250 .250
600080871 MCDONALD, JANE C MCD 323 HEMLOCK CIRCLE LINCOLN MA 1773 $234,834.14 7.750 .250
600080872 BERN, SUZANNE LE 2536 CANYON VIEW LN PASSADENA CA 91107 $403,456.04 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080858 7.500 .0425 7.458 08/01/2027 8262832 $1,948.65 09/01/1997
600080859 7.500 .0425 7.458 08/01/2027 8263952 $2,149.24 09/01/1997
600080860 7.500 .0425 7.458 07/01/2027 8293852 $2,056.82 7 09/01/1997
600080861 7.750 .0425 7.708 08/01/2027 8317862 $2,641.56 19 09/01/1997
600080862 7.500 .0425 7.458 07/01/2027 8420182 $1,710.79 09/01/1997
600080863 8.125 .0425 8.083 08/01/2027 8470532 $2,493.04 09/01/1997
600080864 8.000 .0425 7.958 08/01/2027 8477172 $1,753.08 09/01/1997
600080865 8.125 .0425 8.083 08/01/2027 8488072 $4,104.40 09/01/1997
600080866 7.250 .0425 7.208 08/01/2027 8489702 $1,573.23 09/01/1997
600080868 7.750 .0425 7.708 08/01/2027 8493812 $1,614.28 09/01/1997
600080869 7.625 .0425 7.583 07/01/2027 8498892 $1,631.41 2 09/01/1997
600080870 8.000 .0425 7.958 08/01/2017 8499092 $1,908.63 1 09/01/1997
600080871 7.500 .0425 7.458 08/01/2027 8500562 $1,683.57 09/01/1997
600080872 7.750 .0425 7.708 07/01/2027 8501642 $2,964.41 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080858 360 $340,000.00 N
600080859 360 $500,000.00 N
600080860 360 $319,000.00 N
600080861 360 $400,000.00 N
600080862 360 $298,500.00 N
600080863 360 $410,000.00 N
600080864 360 $291,695.00 N
600080865 360 $675,000.00 N
600080866 360 $325,000.00 N
600080868 360 $290,000.00 N
600080869 360 $262,000.00 N
600080870 240 $260,400.00 N
600080871 360 $295,000.00 N
600080872 360 $610,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 88
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080873 NGUYEN, CHARLENE T 18269 FALLENLEAF CIR FOUNTAIN VALLEY CA 92708 $279,623.00 8.000 .250
600080874 PATCH, DOUGLAS A 41 GRAY ST BOSTON MA 2116 $385,877.85 8.750 .250
600080875 FINE, SUSAN F FI 31 LUCILLE PLACE NEWTON UPPER FA MA 2164 $222,400.00 8.125 .250
600080876 BUHL, KAREN S BU 10360 LOMA CIRCLE GROSSE ILE MI 48138 $249,836.47 8.125 .250
600080877 RICKMAN, BARBARA LY 5750 BUCK HOLLOW DR ALPHARETTA GA 30005 $299,798.70 8.000 .250
600080878 STROYNOWSKI, IWONA STRO 7234 BROOKSHIRE DR DALLAS TX 75230 $331,564.19 8.125 .250
600080879 BELL, BARBARA A 1211 ASHLAND WILMETTE IL 60091 $592,131.73 8.375 .250
600080880 HARMSEN, RAMONA K H 16535 ASHBY LN EDEN PRAIRIE MN 55347 $233,730.71 7.625 .250
600080881 ROEBUCK, LING LI RO 438 E NORTH WATER ST CHICAGO IL 60611 $371,030.82 8.625 .250
600080882 KOLLEVOL, JUDITH MYE 2908 NW32ND ST WASHINGTON DC 20008 $463,680.68 7.875 .250
600080883 MONTGOMERY, JENNIFER M 642 VOSS ROAD HOUSTON TX 77024 $400,000.00 7.750 .250
600080884 GIANNOLA, THERESA GI 6639 HAWTHORNE ST MCLEAN VA 22101 $399,474.91 8.125 .250
600080885 KAUSHAL, SAVITA KAU 3832 RUSSETT FALLS LAS VEGAS NV 89129 $248,079.15 7.875 .250
600080886 BAARRETO, DONNA F BA 25870 RIDGEWOOD LANE LOS ALTOS HILLS CA 94022 $249,832.26 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080873 7.750 .0425 7.708 07/01/2027 8504612 $2,054.54 09/01/1997
600080874 8.500 .0425 8.458 08/01/2027 8504992 $3,037.46 13 09/01/1997
600080875 7.875 .0425 7.833 09/01/2027 8508022 $1,651.32 09/01/1997
600080876 7.875 .0425 7.833 08/01/2027 8514812 $1,856.24 09/01/1997
600080877 7.750 .0425 7.708 08/01/2027 8514962 $2,201.30 09/01/1997
600080878 7.875 .0425 7.833 07/01/2027 8515512 $2,465.09 09/01/1997
600080879 8.125 .0425 8.083 08/01/2027 8534762 $4,503.43 09/01/1997
600080880 7.375 .0425 7.333 08/01/2027 8536552 $1,655.53 09/01/1997
600080881 8.375 .0425 8.333 08/01/2027 8541262 $2,887.54 09/01/1997
600080882 7.625 .0425 7.583 08/01/2027 8550812 $3,364.33 09/01/1997
600080883 7.500 .0425 7.458 09/01/2027 8553912 $2,865.65 09/01/1997
600080884 7.875 .0425 7.833 07/01/2027 8560722 $2,969.99 09/01/1997
600080885 7.625 .0425 7.583 08/01/2027 8560952 $1,799.99 12 09/01/1997
600080886 7.750 .0425 7.708 08/01/2027 8561502 $1,834.41 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080873 360 $ 350,000.00 N
600080874 360 $ 429,000.00 N
600080875 360 $ 278,000.00 N
600080876 360 $ 435,000.00 N
600080877 360 $ 377,572.00 N
600080878 360 $ 415,000.00 N
600080879 360 $ 790,000.00 N
600080880 360 $ 292,400.00 N
600080881 360 $ 495,000.00 N
600080882 360 $ 580,000.00 N
600080883 360 $ 535,000.00 N
600080884 360 $ 638,536.00 N
600080885 360 $ 275,875.00 N
600080886 360 $1,025,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 89
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080887 COHEN, GILLIAN M 1630 GREENFIELD AVE LOS ANGELES CA 90025 $214,555.94 8.000 .250
600080888 HAZEL, PATRICIA E 1018 KENDALL KNOLL MATTHEWS NC 28105 $264,713.03 7.750 .250
600080889 WOODARD, CYNTHIA A 3604 LACOSTA DR JONESBORO AR 72401 $249,827.96 7.875 .250
600080891 DANIELS, JANET DANI 1707 THOMAS CIRCLE MANHATTAN KS 66502 $299,793.54 7.875 .250
600080892 LINSALATA, LISA C LIN 1651 S MOHAWK WAY SALT LAKE CITY UT 84108 $285,787.75 7.500 .250
600080893 CAREL, KIMERA J C 5717 COUNTRY CLUB EDMOND OK 73003 $368,752.41 8.000 .250
600080894 CAUDLE, R ROXANNE 5909 GLENDOWER LN PLANO TX 75093 $319,768.39 7.625 .250
600080895 PEDERSEN, LYLE C PED 585 ROSECRANS ST SAN DIEGO CA 92106 $499,638.11 7.625 .250
600080896 CHMURA, SUSAN J CH 16 LANSING DR NASHUA NH 3062 $227,431.08 7.500 .250
600080897 BARTON, SUSAN A BA 13808 DUNCAN RUN RD GALENA OH 43021 $253,000.00 7.875 .250
600080898 CULLINAN, SHERRY CUL 25238N ROPING RD SCOTTSDALE AZ 85255 $267,806.03 7.625 .250
600080899 SEMKIW, OKSANA SEM 836 GRANDVIEW AVE FULLERTON CA 92832 $254,224.92 7.875 .250
600080901 PLOWDEN, TERRY R PL 540 SERPENTINE DR DEL MAR CA 92014 $429,680.87 7.500 .250
600080902 ORTOLANO, RHONDA S O 10 CANTERBURY LN MONROE CT 6468 $319,285.62 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080887 7.750 .0425 7.708 08/01/2027 8566462 $1,575.39 09/01/1997
600080888 7.500 .0425 7.458 08/01/2027 8567342 $1,897.78 14 09/01/1997
600080889 7.625 .0425 7.583 08/01/2027 8568132 $1,812.67 09/01/1997
600080891 7.625 .0425 7.583 08/01/2027 8580302 $2,175.21 09/01/1997
600080892 7.250 .0425 7.208 08/01/2027 8580882 $1,999.75 09/01/1997
600080893 7.750 .0425 7.708 08/01/2027 8582772 $2,707.59 12 09/01/1997
600080894 7.375 .0425 7.333 08/01/2027 8583952 $2,264.94 09/01/1997
600080895 7.375 .0425 7.333 08/01/2027 8585092 $3,538.97 09/01/1997
600080896 7.250 .0425 7.208 08/01/2027 8585422 $1,591.42 2 09/01/1997
600080897 7.625 .0425 7.583 09/01/2027 8599702 $1,834.43 09/01/1997
600080898 7.375 .0425 7.333 08/01/2027 8599832 $1,896.89 09/01/1997
600080899 7.625 .0425 7.583 08/01/2027 8600732 $1,844.58 09/01/1997
600080901 7.250 .0425 7.208 08/01/2027 8604932 $3,006.63 09/01/1997
600080902 7.750 .0425 7.708 08/01/2027 8606622 $2,344.38 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080887 360 $350,000.00 N
600080888 360 $294,354.00 N
600080889 360 $575,000.00 N
600080891 360 $390,000.00 N
600080892 360 $357,500.00 N
600080893 360 $410,000.00 N
600080894 360 $400,000.00 N
600080895 360 $750,000.00 N
600080896 360 $252,900.00 N
600080897 360 $320,000.00 N
600080898 360 $335,000.00 N
600080899 360 $318,000.00 N
600080901 360 $538,000.00 N
600080902 360 $355,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 90
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:57:49 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080903 FERRIS, ANN K FERR 1305 BLEVETT AVENUE SAN JOSE CA 95125 $265,821.51 8.000 .250
600080904 KUSHIDA, YAYOI KUSH 9230 SHADOW BROOK PL GRANITE BAY CA 95746 $327,768.50 7.750 .250
600080905 KEENAN, SHARON P K 3134 E 86TH ST SOUTH TULSA OK 74137 $339,753.92 7.625 .250
600080906 PATTON, THERESA A 230 WILDWOOD AVE PIEDMONT CA 94610 $319,774.15 7.750 .250
600080907 VANDEVEN, SALLY A VA 3614 MARY CT WHITMORE LAKE MI 48189 $251,589.46 8.250 .250
600080908 LECLAIR, MARIA K LE 811 BLAUVELT STR RIVER VALE NJ 7675 $245,543.32 8.250 .250
600080909 MITCHELL, LYNN FITCH 517 LAKE HOLLOW MADISON MS 39110 $292,588.08 7.625 .250
600080910 BOTTGER, LOURDES BO 3701 E MCGILVRA STREET SEATTLE WA 98112 $449,666.03 7.500 .250
600080911 GALIN, MARGURITE 5005 S WOODLAND AVE WESTERN SPRINGS IL 60558 $325,200.00 7.875 .250
600080912 ALICE, P KWONG AL 217 MURCIA COURT DANVILLE CA 94506 $422,716.17 8.000 .250
600080913 GRIEGO, DIANE M GR 6846 TRINIDAD DRIVE SAN JOSE CA 95120 $274,810.75 7.875 .250
600080914 OJAKANAS-FRIEHS, CATHERIN 7 FOSTER WAY E GREENWICH RI 2818 $399,710.49 7.625 .250
600080915 HENDRIX, CATHERINE 3141 E DRY CREEK RD PHOENIX AZ 85044 $237,898.20 8.250 .250
600080916 BERNSTEIN, STEVEN J B 2468 PRESIDIO DRIVE SAN DIEGO CA 92103 $269,800.00 8.000 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080903 7.750 .0425 7.708 08/01/2027 8606982 $1,951.82 09/01/1997
600080904 7.500 .0425 7.458 08/01/2027 8607252 $2,349.83 09/01/1997
600080905 7.375 .0425 7.333 08/01/2027 8607882 $2,406.50 09/01/1997
600080906 7.500 .0425 7.458 08/01/2027 8608472 $2,292.52 09/01/1997
600080907 8.000 .0425 7.958 08/01/2027 8609982 $1,891.32 1 09/01/1997
600080908 8.000 .0425 7.958 08/01/2027 8610072 $1,845.87 19 09/01/1997
600080909 7.375 .0425 7.333 08/01/2027 8611042 $2,072.42 09/01/1997
600080910 7.250 .0425 7.208 08/01/2027 8614822 $3,146.47 09/01/1997
600080911 7.625 .0425 7.583 09/01/2027 8615232 $2,357.93 09/01/1997
600080912 7.750 .0425 7.708 08/01/2027 8616702 $3,103.83 09/01/1997
600080913 7.625 .0425 7.583 08/01/2027 8617312 $1,993.94 09/01/1997
600080914 7.375 .0425 7.333 08/01/2027 8617392 $2,831.18 19 09/01/1997
600080915 8.000 .0425 7.958 08/01/2027 8619002 $1,788.39 7 09/01/1997
600080916 7.750 .0425 7.708 08/01/2027 8619852 $1,981.16 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080903 360 $386,000.00 N
600080904 360 $410,000.00 N
600080905 360 $425,000.00 N
600080906 360 $400,000.00 N
600080907 360 $265,000.00 N
600080908 360 $273,000.00 N
600080909 360 $366,000.00 N
600080910 360 $785,000.00 N
600080911 360 $445,000.00 N
600080912 360 $590,000.00 N
600080913 360 $430,000.00 N
600080914 360 $447,900.00 N
600080915 360 $264,500.00 N
600080916 360 $725,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 91
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080917 LENARDUZZI, DEBRA A LE W238N 3214 HGH MDW CT PEWAUKEE WI 53072 $227,847.01 8.000 .250
600080918 LOGAN, STACEY A L 13804E 231ST STREET CT GRAHAM WA 98338 $229,038.23 7.750 .250
600080919 LAVERTY, ROBERT R L 2480 MONTEREY DRIVE ESCONDIDO CA 92029 $260,815.78 7.750 .250
600080920 VALFER, LINDA H VA 5681 CAMINITO DNZRIN LA JOLLA CA 92037 $270,000.00 7.625 .250
600080921 ROBERTS, LESLIE ROB 8317 BARTLEY CIR PLANO TX 75024 $246,725.74 7.750 .250
600080922 STARR, ROBERT STA 6245 N POINTE COURT APTOS CA 95003 $419,710.96 7.875 .250
600080923 ORLEANS, MARIA L OR 11979 MOUNTAIN PASS SAN DIEGO CA 92128 $226,635.85 7.625 .250
600080924 SHIFFLETT, MELVIN E S 14115 CAINE STABLE RD OCEAN CITY MD 21842 $223,849.70 8.000 .250
600080925 GONG, JILL S GON 3361 JERICHO LANE SAN JOSE CA 95117 $280,000.00 8.250 .250
600080926 BRAND, DIANNE BRA 72 MAGNOLIA DRIVE ATHERTON CA 94027 $993,000.00 8.125 .250
600080927 JONES, JENNIFER J 178 BELWOOD GATEWAY LOS GATOS CA 95032 $394,900.00 8.125 .250
600080928 SCULLY, SUSAN A SC 7431 WASHINGTON AVE UNIVERSITY CITY MO 63130 $344,756.50 7.750 .250
600080929 MACK, DONNA E MA 941 TANWORTH DRIVE RALEIGH NC 27615 $219,840.77 7.625 .250
600080930 ORCUTT, JAMES M OR 1811 CHEROKEE ROSE CIR MT PLEASANT SC 29464 $355,249.09 7.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080917 7.750 .0425 7.708 08/01/2027 8624072 $1,672.99 09/01/1997
600080918 7.500 .0425 7.458 08/01/2027 8629132 $1,642.02 09/01/1997
600080919 7.500 .0425 7.458 08/01/2027 8629932 $1,869.84 1 09/01/1997
600080920 7.375 .0425 7.333 09/01/2027 8630062 $1,911.05 09/01/1997
600080921 7.500 .0425 7.458 08/01/2027 8630652 $1,768.82 12 09/01/1997
600080922 7.625 .0425 7.583 08/01/2027 8633942 $3,045.29 09/01/1997
600080923 7.375 .0425 7.333 08/01/2027 8634212 $1,605.28 1 09/01/1997
600080924 7.750 .0425 7.708 08/01/2027 8634612 $1,643.63 09/01/1997
600080925 8.000 .0425 7.958 09/01/2027 8635052 $2,103.55 09/01/1997
600080926 7.875 .0425 7.833 09/01/2027 8638062 $7,373.00 09/01/1997
600080927 7.875 .0425 7.833 09/01/2027 8638552 $2,932.12 09/01/1997
600080928 7.500 .0425 7.458 08/01/2027 8641882 $2,471.62 09/01/1997
600080929 7.375 .0425 7.333 08/01/2027 8642262 $1,557.15 09/01/1997
600080930 7.500 .0425 7.458 08/01/2027 8644492 $2,546.85 14 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080917 360 $ 305,000.00 N
600080918 360 $ 286,500.00 N
600080919 360 $ 290,000.00 N
600080920 360 $ 373,000.00 N
600080921 360 $ 259,900.00 N
600080922 360 $ 525,000.00 N
600080923 360 $ 252,000.00 N
600080924 360 $ 280,000.00 N
600080925 360 $ 370,000.00 N
600080926 360 $1,700,000.00 N
600080927 360 $ 500,000.00 N
600080928 360 $ 435,000.00 N
600080929 360 $ 275,000.00 N
600080930 360 $ 395,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 92
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080931 ANDREWS, D CAROLYN 8172 SW 171ST PLACE BEAVERTON OR 97007 $219,848.60 7.875 .250
600080932 RAYMOND, KAREN M RA 2506 WINDING OAK DRI CHARLOTTE NC 28270 $255,600.00 7.875 .250
600080933 PHILLIPS, MYRNA L PH 885 HILLMAR ST SANTA CLARA CA 95050 $323,777.03 7.875 .250
600080934 FLEMING, CLARANELL 703 BEN NEVIS CT BRENTWOOD TN 37027 $606,552.97 8.125 .250
600080935 FISHER, RHEA FISHE 2304 SEHORSETREE PLACE DECATUR AL 35601 $281,046.44 7.625 .250
600080936 KEETH, SUZANNE L 5077N FIFESHIRE PL BOISE ID 83713 $332,770.83 7.875 .250
600080937 COX, SUSAN ELAI 198 HELEUMA PL KIHEI HI 96753 $648,503.46 8.500 .250
600080938 KISHINO, NANCY D KI 2157 OAKCREST DRIVE RIVERSIDE CA 92506 $405,254.35 8.500 .250
600080939 BATTIEST, MARISA B B 1155E COTTONWOOD LANE PHOENIX AZ 85048 $229,456.92 8.500 .250
600080940 CASSELL, BARBARA A 70 WELLSLEY STREET WESTON MA 2193 $329,329.92 7.990 .250
600080941 STRICKLAND, JEAN MARIE 6 WALDEN COURT MEDFIELD MA 2052 $402,735.61 8.375 .250
600080942 WILSON, YESMIN H W COUNTRY LANE KATHLEEN GA 31047 $334,070.16 8.250 .250
600080943 GROS, KIMBERLY E 4313 SW102 TERRACE GAINESVILLE FL 32608 $368,539.69 8.375 .250
600080944 BENNETT, BELINDA L 33311 N 62ND STREET CAVE CREEK AZ 85331 $306,423.52 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080931 7.625 .0425 7.583 08/01/2027 8648422 $1,595.15 09/01/1997
600080932 7.625 .0425 7.583 09/01/2027 8654302 $1,853.28 19 09/01/1997
600080933 7.625 .0425 7.583 08/01/2027 8654892 $2,349.22 09/01/1997
600080934 7.875 .0425 7.833 08/01/2027 8672802 $4,506.59 09/01/1997
600080935 7.375 .0425 7.333 08/01/2027 8798742 $1,990.67 09/01/1997
600080936 7.625 .0425 7.583 08/01/2027 8798782 $2,414.48 2 09/01/1997
600080937 8.250 .0425 8.208 08/01/2027 8822152 $4,997.17 09/01/1997
600080938 8.250 .0425 8.208 08/01/2027 8933882 $3,117.94 09/01/1997
600080939 8.250 .0425 8.208 08/01/2027 8951562 $1,765.39 2 09/01/1997
600080940 7.740 .0425 7.698 06/01/2027 1276943 $2,419.13 09/01/1997
600080941 8.125 .0425 8.083 05/01/2027 5961442 $3,068.80 1 09/01/1997
600080942 8.000 .0425 7.958 07/01/2027 6369632 $2,515.25 7 09/01/1997
600080943 8.125 .0425 8.083 07/01/2027 7080035 $2,804.67 19 09/01/1997
600080944 8.125 .0425 8.083 06/01/2027 7082226 $2,333.43 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080931 360 $275,000.00 N
600080932 360 $284,000.00 N
600080933 360 $405,000.00 N
600080934 360 $758,740.00 N
600080935 360 $375,000.00 N
600080936 360 $374,450.00 N
600080937 360 $950,000.00 N
600080938 360 $540,000.00 N
600080939 360 $255,107.00 N
600080940 360 $519,000.00 N
600080941 360 $477,000.00 N
600080942 360 $372,000.00 N
600080943 360 $410,000.00 N
600080944 360 $425,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 93
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080945 DU RIVAGE, GUY H DU 2422 NE8TH ST FORT LAUDERDALE FL 33304 $327,368.22 8.250 .250
600080946 KNISTER, JODY KNIST 509 WEDGEWOOD COURT HINSDALE IL 60521 $403,011.01 8.500 .250
600080947 LINKNER, WILLIAM J 4 CARMAN MILL ROA MASSAPEQUA NY 11758 $256,952.48 8.750 .250
600080948 JONAS, VALERIE JO 6400 PINE TREE DRIVE MIAMI BEACH FL 33141 $279,513.19 8.750 .250
600080949 TREMBLAY, EILEEN M T 334 CREST DRIVE SAN JOSE CA 95127 $415,488.12 8.500 .250
600080950 KOKINAKOS, STELLA B K 6543 NEWPORT LAKE CI BOCA RATON FL 33496 $313,099.42 8.375 .250
600080951 HUGHES, JULIA MARI 138N TAYLOR POINT DR WOODLANDS TX 77382 $310,519.48 8.000 .250
600080952 SLADKY, MARITA SLA FC 1-A ANCHOR DRIVE KEY LARGO FL 33037 $271,669.28 8.500 .250
600080954 WHITAKER, JOHN S WH 1934 0NE 162ND AVENUE WOODINVILLE WA 98072 $291,922.08 8.125 .250
600080956 FORD, PAMELA SUE COUNTRY CLUB DR LYNN HAVEN FL 32444 $246,511.58 8.000 .250
600080957 TARVIN, CHRYS L TA 1711 S 42ND ST ROGERS AR 72756 $221,882.58 8.375 .250
600080958 MAYES, CAROLYN MA 4298 GOLDEN GROVE GREENWOOD IN 46143 $269,671.70 8.500 .250
600080959 CANDELARIO, TAMMIE R C 2714 CORTE PONDEROSA PLEASANTON CA 94566 $334,781.86 8.375 .250
600080960 ONEILL, PATRICIA O 4345 VINCA CT BOULDER CO 80304 $315,635.06 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080945 8.000 .0425 7.958 06/01/2027 7084984 $2,464.15 09/01/1997
600080946 8.250 .0425 8.208 06/01/2027 7086355 $3,104.49 2 09/01/1997
600080947 8.500 .0425 8.458 06/01/2027 7086425 $2,024.97 19 09/01/1997
600080948 8.500 .0425 8.458 06/01/2027 7086522 $2,202.76 09/01/1997
600080949 8.250 .0425 8.208 06/01/2027 7090399 $3,200.61 09/01/1997
600080950 8.125 .0425 8.083 06/01/2027 7090578 $2,394.23 09/01/1997
600080951 7.750 .0425 7.708 06/01/2027 7091665 $2,283.11 09/01/1997
600080952 8.250 .0425 8.208 07/01/2027 7092203 $2,091.44 09/01/1997
600080954 7.875 .0425 7.833 06/01/2027 7093197 $2,171.81 12 09/01/1997
600080956 7.750 .0425 7.708 04/01/2027 8124072 $1,834.42 09/01/1997
600080957 8.125 .0425 8.083 06/01/2027 8136072 $1,689.64 19 09/01/1997
600080958 8.250 .0425 8.208 07/01/2027 8166042 $2,076.07 19 09/01/1997
600080959 8.125 .0425 8.083 07/01/2027 8182872 $2,547.76 09/01/1997
600080960 8.500 .0425 8.458 07/01/2027 8191952 $2,485.98 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080945 360 $420,000.00 N
600080946 360 $481,000.00 N
600080947 360 $286,000.00 N
600080948 360 $350,000.00 N
600080949 360 $555,000.00 N
600080950 360 $545,000.00 N
600080951 360 $420,000.00 N
600080952 360 $340,000.00 N
600080954 360 $325,000.00 N
600080956 360 $328,000.00 N
600080957 360 $234,000.00 N
600080958 360 $320,000.00 N
600080959 360 $420,000.00 N
600080960 360 $405,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 94
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080961 LAWSON, ROBERT B L 6825 E 118TH STREET SOUT BIXBY OK 74008 $431,432.91 8.125 .250
600080962 OLSEN, KARIN H OL 1714 E BROWNING AVE SALT LAKE CITY UT 84108 $215,594.40 8.375 .250
600080963 NURNBERG, LINDA J NU 30204 UPPER BEAR CREEK EVERGREEN CO 80439 $314,385.97 8.000 .250
600080964 CHERNICOFF, STANLEY E 1622 MADRONA DRIVE SEATTLE WA 98122 $269,438.90 7.875 .250
600080965 SHEPHERD, SUSAN A SH 40 CORTE DEL CORON LARKSPUR CA 94939 $608,605.07 8.375 .250
600080966 TORRES, MARIA SAND 13356 GOLDEN VALLEY GRENADA HILLS CA 91344 $242,588.28 8.875 .250
600080967 JONES, JENNIFER C 129 OLD REDDING RD REDDING CT 6896 $241,690.30 8.250 .250
600080968 ANTONOFF, SHERRY ANT 343 KENT AVENUE KENTFIELD CA 94904 $301,355.30 8.250 .250
600080969 JENNINGS, CAROL JENN 152 HIGHLAND AVENUE EASTCHESTER NY 10707 $314,438.05 8.625 .250
600080970 MCGRAW, NANCY F MC 43 DURANCE DRIVE LITTLE ROCK AR 72211 $279,397.91 8.000 .250
600080971 WEISS, IRENE WEIS 2073 REDGROVE WAY UPLAND CA 91784 $239,560.73 8.500 .250
600080972 BOGGS, LEZLIE L B 12809 VAL VERDE DRIVE OKLAHOMA CITY OK 73142 $259,486.33 8.125 .250
600080973 STUTTING, RICHARD ST 162 RIPLEY STREET SAN FRANCISCO CA 94110 $283,597.82 7.750 .250
600080974 HOSKINS, MARLA A HO 1466 CAMINITO SLIDGO LA JOLLA CA 92037 $345,622.06 7.875 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080961 7.875 .0425 7.833 07/01/2027 8242842 $3,207.59 09/01/1997
600080962 8.125 .0425 8.083 06/01/2027 8253442 $1,641.76 09/01/1997
600080963 7.750 .0425 7.708 07/01/2027 8258232 $2,311.36 09/01/1997
600080964 7.625 .0425 7.583 06/01/2027 8260462 $1,957.69 09/01/1997
600080965 8.125 .0425 8.083 06/01/2027 8262682 $4,634.54 09/01/1997
600080966 8.625 .0425 8.583 06/01/2027 8267652 $1,933.42 19 09/01/1997
600080967 8.000 .0425 7.958 07/01/2027 8269682 $1,818.07 09/01/1997
600080968 8.000 .0425 7.958 06/01/2027 8273382 $2,268.83 09/01/1997
600080969 8.375 .0425 8.333 06/01/2027 8276362 $2,450.04 09/01/1997
600080970 7.750 .0425 7.708 06/01/2027 8282872 $2,054.54 09/01/1997
600080971 8.250 .0425 8.208 06/01/2027 8283062 $1,845.39 7 09/01/1997
600080972 7.875 .0425 7.833 06/01/2027 8284672 $1,930.49 09/01/1997
600080973 7.500 .0425 7.458 07/01/2027 8295422 $2,034.61 09/01/1997
600080974 7.625 .0425 7.583 07/01/2027 8302602 $2,509.47 12 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080961 360 $541,500.00 N
600080962 360 $270,000.00 N
600080963 360 $420,000.00 N
600080964 360 $420,000.00 N
600080965 360 $813,000.00 N
600080966 360 $275,000.00 N
600080967 360 $305,000.00 N
600080968 360 $402,000.00 N
600080969 360 $420,000.00 N
600080970 360 $352,000.00 N
600080971 360 $267,000.00 N
600080972 360 $335,000.00 N
600080973 360 $355,000.00 N
600080974 360 $385,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 95
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080976 SMITH, REBECCA A 3505 ORCHID CT DALWORTHINGTON TX 76016 $250,778.24 8.375 .250
600080977 SCOTT, MARIA CIRO 2011 HOMEWOOD ROAD ANNAPOLIS MD 21402 $645,008.22 8.125 .250
600080978 RAO, MAMATA PAN 548 HIDDEN LAKE CT BATON ROUGE LA 70810 $429,449.72 8.250 .250
600080979 KEARNEY, PHILIP KEA 166 PARNASSUS AVENU SAN FRANCISCO CA 94117 $272,659.44 8.375 .250
600080980 PFLIEGER, JULIE PFLI 5500 POLLARD ROAD BETHESDA MD 20816 $249,530.55 8.375 .250
600080981 CHON, KIYOUNG K 2907 BEAVER LAKE CT ELLICOTT CITY MD 21042 $269,424.62 7.750 .250
600080982 SMITH, MIAN Z SMI 669 LOS NINOS WAY LOS ALTOS CA 94022 $456,415.17 8.250 .250
600080983 CHEUNG, JOESPH KIT 225 HILLCREST BLVD MILLBRAE CA 94030 $363,260.23 8.000 .250
600080984 LORNE, DENISE C L 161 SACRAMENTO AVENUE SAN ANSELMO CA 94960 $239,700.62 8.375 .250
600080985 KERKHOVEN 577 E TYEE DRIVE SISTERS OR 97759 $103,936.99 8.500 .250
600080986 DREW 18785 MEADOWLARK COU PENN VALLEY CA 95946 $364,773.13 8.375 .250
600080987 ADAMS 9755 OAK LEAF WAY GRANITE BAY CA 95746 $239,854.60 8.500 .250
600080989 PROVOST 11707 NE 98TH STREET KIRKLAND WA 98033 $123,682.40 9.000 .250
600080990 LEMON 1008 DAVID STREET SE OLYMPIA WA 98503 $106,935.18 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080976 8.125 .0425 8.083 06/01/2027 8413602 $1,909.68 09/01/1997
600080977 7.875 .0425 7.833 06/01/2027 8416492 $4,811.38 09/01/1997
600080978 8.000 .0425 7.958 07/01/2027 8419862 $3,230.45 1 09/01/1997
600080979 8.125 .0425 8.083 07/01/2027 8470492 $2,075.00 09/01/1997
600080980 8.125 .0425 8.083 06/01/2027 8470832 $1,900.19 09/01/1997
600080981 7.500 .0425 7.458 06/01/2027 8472392 $1,934.31 09/01/1997
600080982 8.000 .0425 7.958 07/01/2027 8481122 $3,433.29 09/01/1997
600080983 7.750 .0425 7.708 07/01/2027 8482512 $2,669.07 09/01/1997
600080984 8.125 .0425 8.083 07/01/2027 8499342 $1,824.17 09/01/1997
600080985 8.250 .0425 8.208 08/01/2027 092455722 $ 799.68 09/01/1997
600080986 8.125 .0425 8.083 08/01/2027 092459203 $2,774.27 09/01/1997
600080987 8.250 .0425 8.208 08/01/2027 092459199 $1,845.40 09/01/1997
600080989 8.750 .0425 8.708 08/01/2027 092455599 $ 995.73 09/01/1997
600080990 8.250 .0425 8.208 08/01/2027 092455601 $ 822.74 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080976 360 $340,000.00 N
600080977 360 $810,000.00 N
600080978 360 $480,000.00 N
600080979 360 $385,000.00 N
600080980 360 $440,000.00 N
600080981 360 $400,000.00 N
600080982 360 $587,000.00 N
600080983 360 $485,000.00 N
600080984 360 $312,000.00 N
600080985 360 $230,000.00 N
600080986 360 $535,000.00 N
600080987 360 $300,000.00 N
600080989 360 $170,000.00 N
600080990 360 $143,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 96
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080991 SETTLEMIER 4305 NE ALBERTA COURT PORTLAND OR 97211 $ 64,960.62 8.500 .250
600080993 KAISER 412 SW FIR STREET WILLIANINA OR 97396 $ 56,567.43 8.750 .250
600080994 HARVEY 18625 COUCH MARKET R BEND OR 97701 $172,395.50 8.500 .250
600080996 ZUNWALT 3286/3284 NE FERN LA MADRAS OR 97741 $119,925.41 8.375 .250
600080998 TUCKER 549 NORTHEAST 19TH A HILLSBORO OR 97124 $164,902.58 8.625 .250
600080999 GEISTLINGER 13061 SE SHERMAN STREET PORTLAND OR 97233 $120,428.85 8.625 .250
600081000 MCNALLY 24 CERRADO LOOP SANTA FE NM 87505 $199,875.68 8.375 .250
600081001 ZINK 213 GWINN STREET MONMOUTH OR $112,435.27 8.750 .250
600081002 MIRFATHALI 8511 NE 5TH STREET VANCOUVER WA 98664 $ 80,956.89 9.125 .250
600081003 GEYER 1126 LOOKING GLASS W CENTRAL POINT OR 97502 $ 95,935.58 8.000 .250
600081004 BARLOW 979 SW KAMALYN PLACE BEAVERTON OR 97005 $110,183.21 8.500 .250
600081005 SANTANA 16714 10TH AVENUE CT SPANAWAY WA 98387 $ 53,465.00 8.125 .250
600081006 DOOLITTLE 2940 GRANT ROAD EAST WENATCHEE WA 98802 $ 79,944.94 7.875 .250
600081009 TRUNCER 7327 KEEN WAY N SEATTLE WA 98103 $ 99,937.84 8.375 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600080991 8.250 .0425 8.208 08/01/2027 092455606 $ 499.80 09/01/1997
600080993 8.500 .0425 8.458 08/01/2027 092459204 $ 445.28 09/01/1997
600080994 8.250 .0425 8.208 08/01/2027 092455589 $1,326.38 09/01/1997
600080996 8.125 .0425 8.083 08/01/2027 092455730 $ 912.09 09/01/1997
600080998 8.375 .0425 8.333 08/01/2027 092459223 $1,283.36 09/01/1997
600080999 8.375 .0425 8.333 08/01/2027 092455597 $ 937.24 09/01/1997
600081000 8.125 .0425 8.083 08/01/2027 092459276 $1,520.15 09/01/1997
600081001 8.500 .0425 8.458 08/01/2027 092455729 $ 885.04 1 09/01/1997
600081002 8.875 .0425 8.833 08/01/2027 092459222 $ 659.05 09/01/1997
600081003 7.750 .0425 7.708 08/01/2027 092459278 $ 704.42 09/01/1997
600081004 8.250 .0425 8.208 08/01/2027 092455721 $ 847.73 09/01/1997
600081005 7.875 .0425 7.833 08/01/2027 092455602 $ 397.24 09/01/1997
600081006 7.625 .0425 7.583 08/01/2027 092459272 $ 580.06 09/01/1997
600081009 8.125 .0425 8.083 08/01/2027 092455605 $ 760.08 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600080991 360 $ 95,000.00 N
600080993 360 $ 75,500.00 N
600080994 360 $230,000.00 N
600080996 360 $210,000.00 N
600080998 360 $220,000.00 N
600080999 360 $176,000.00 N
600081000 360 $285,000.00 N
600081001 360 $125,000.00 N
600081002 360 $121,000.00 N
600081003 360 $120,000.00 N
600081004 360 $148,500.00 N
600081005 360 $128,500.00 N
600081006 360 $146,000.00 N
600081009 360 $210,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 97
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081010 GRAZUL 702 NE 144TH AVENUE VANCOUVER WA 98668 $ 89,950.83 9.000 .250
600081011 SIHAPANYA 4580 MANNING DRIVE N SALEM OR 97305 $101,433.60 8.125 .250
600081012 KIM 12374 SE MOUNTAIN SU CLACKANAS OR 97015 $140,105.93 8.000 .250
600081013 BALEISIS 24104 44TH AVE WEST MOUNTLAKE TERRA WA 98043 $ 54,967.52 8.625 .250
600081014 ROLAND 54818 DEER RUN ROAD BEND OR 97702 $ 55,568.83 8.875 .250
600081015 BUTTREY 3617 NW 131ST STREET VANCOUVER WA 98685 $ 90,947.64 8.750 .250
600081017 MACGILVARY 34404 S. WILHOIT ROAD MOLALLA OR 97038 $136,063.18 8.250 .250
600081018 KEOGH 2411 NE 7TH AVENUE PORTLAND OR 97212 $147,912.62 8.625 .250
600081019 LEIS 2541 NW FOLEY COURT BEND OR 97701 $344,385.81 8.375 .250
600081020 ORMSBY 14373 GREENWOOD CIRC GRASS VALLEY CA 95945 $317,407.60 8.500 .250
600081021 FOLKER 1102 SW STEPHENSON R PORTLAND OR 97219 $179,896.43 8.750 .250
600081023 TEPLITSKY 1437 E. BLACKLIDGE D TUCSON AZ 85719 $ 83,153.35 8.875 .250
600081024 STONE 1272 SAN CARLOS AVEN CONCORD CA 94518 $ 49,970.48 8.625 .250
600081025 WEISHEIMER 1140 SHERMAN AVENUE MENLO PARK CA 94025 $114,932.10 8.625 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081010 8.750 .0425 8.708 08/01/2027 092459273 $ 724.17 09/01/1997
600081011 7.875 .0425 7.833 08/01/2027 092459275 $ 753.64 09/01/1997
600081012 7.750 .0425 7.708 08/01/2027 092455727 $1,028.74 09/01/1997
600081013 8.375 .0425 8.333 08/01/2027 092455600 $ 427.79 09/01/1997
600081014 8.625 .0425 8.583 08/01/2027 092455731 $ 442.38 09/01/1997
600081015 8.500 .0425 8.458 08/01/2027 092459205 $ 715.90 09/01/1997
600081017 8.000 .0425 7.958 08/01/2027 092455603 $1,022.85 09/01/1997
600081018 8.375 .0425 8.333 08/01/2027 092459274 $1,151.13 09/01/1997
600081019 8.125 .0425 8.083 08/01/2027 092455325 $2,619.21 09/01/1997
600081020 8.250 .0425 8.208 08/01/2027 092455457 $2,442.07 09/01/1997
600081021 8.500 .0425 8.458 08/01/2027 092459202 $1,416.07 09/01/1997
600081023 8.625 .0425 8.583 08/01/2027 092455344 $ 661.98 09/01/1997
600081024 8.375 .0425 8.333 08/01/2027 092455449 $ 388.90 09/01/1997
600081025 8.375 .0425 8.333 08/01/2027 092455475 $ 894.46 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600081010 360 $120,000.00 N
600081011 360 $126,900.00 N
600081012 360 $186,950.00 N
600081013 360 $135,000.00 N
600081014 360 $ 69,500.00 N
600081015 360 $140,000.00 N
600081017 360 $245,000.00 N
600081018 360 $185,000.00 N
600081019 360 $435,000.00 N
600081020 360 $397,000.00 N
600081021 360 $240,000.00 N
600081023 360 $104,000.00 N
600081024 360 $108,000.00 N
600081025 360 $445,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 98
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081026 GABRIEL 21324 S. LELAND ROAD OREGON CITY OR 97045 $102,639.36 8.625 .250
600081027 COLE 930 PINEWOOD BOULEVARD MUNDS PARK AZ 86017 $ 82,454.93 9.000 .250
600081028 RAMIREZ 508 KESNER AVENUE SACRAMENTO CA 95838 $ 46,373.30 8.750 .250
600081029 CHAVEZ 11915 OLD MILITARY R LAKEWOOD WA 98498 $ 52,921.07 7.500 .250
600081030 SHAW 61351 ROBIN HOOD LANE BEND OR 97702 $ 69,962.74 9.125 .250
600081031 WENDT, JR. 14908 S. ALFALFA ROAD POWER BUTTE OR 97753 $124,929.92 8.875 .250
600081032 BUSH 810 E. COCHISE DRIVE PHOENIX AZ 85020 $ 45,844.18 8.500 .250
600081033 REYES 6033 W. TOWNLEY AVENUE GLENDALE AZ 85302 $ 37,777.10 8.500 .250
600081034 STEVENS 10430 SW HOODVIEW DR TIGARD OR 97224 $159,897.97 8.250 .250
600081035 MAGDA 1217 NE 157TH AVENUE PORTLAND OR 97230 $129,923.25 8.625 .250
600081036 DOPPS 13212 22ND AVENUE SO SEATTLE WA 98168 $ 75,958.48 9.000 .250
600081037 ALIHASAN 10050 SW SHEARWATER BEAVERTON OR 97007 $139,912.97 8.375 .250
600081038 DUNN 3607 N. 87TH AVENUE PHOENIX AZ 85037 $ 56,632.80 8.625 .250
600081039 JACKSON 115 OAK STREET WHITE SALMON WA 98672 $186,877.68 8.125 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081026 8.375 .0425 8.333 08/01/2027 092455324 $ 798.80 09/01/1997
600081027 8.750 .0425 8.708 08/01/2027 092455373 $ 663.82 09/01/1997
600081028 8.500 .0425 8.458 08/01/2027 092455442 $ 365.03 09/01/1997
600081029 7.250 .0425 7.208 07/01/2027 092455452 $ 370.59 09/01/1997
600081030 8.875 .0425 8.833 08/01/2027 092455476 $ 569.55 09/01/1997
600081031 8.625 .0425 8.583 08/01/2027 092455329 $ 994.56 09/01/1997
600081032 8.250 .0425 8.208 07/01/2027 092455340 $ 352.94 1 09/01/1997
600081033 8.250 .0425 8.208 08/01/2027 092459198 $ 290.65 2 09/01/1997
600081034 8.000 .0425 7.958 08/01/2027 092455464 $1,202.03 09/01/1997
600081035 8.375 .0425 8.333 08/01/2027 092455328 $1,011.13 09/01/1997
600081036 8.750 .0425 8.708 08/01/2027 092455453 $ 611.52 09/01/1997
600081037 8.125 .0425 8.083 08/01/2027 092455465 $1,064.11 09/01/1997
600081038 8.375 .0425 8.333 07/01/2027 092459195 $ 441.01 7 09/01/1997
600081039 7.875 .0425 7.833 08/01/2027 092455467 $1,388.47 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600081026 360 $158,000.00 N
600081027 360 $120,000.00 N
600081028 360 $ 58,000.00 N
600081029 360 $161,000.00 N
600081030 360 $100,000.00 N
600081031 360 $260,000.00 N
600081032 360 $ 51,000.00 N
600081033 360 $ 42,000.00 N
600081034 360 $235,500.00 N
600081035 360 $220,000.00 N
600081036 360 $111,000.00 N
600081037 360 $243,000.00 N
600081038 360 $ 63,000.00 N
600081039 360 $240,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 99
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081040 TRAN 1530 NE 57TH AVENUE PORTLAND OR 97213 $119,868.41 9.000 .250
600081041 CABLE 3698 SW HELMHOLTZ REDMOND OR 97756 $223,867.75 8.625 .250
600081042 CROTTEAU 3730 NE SIMPSON STREET PORTLAND OR 97211 $ 99,900.98 8.625 .250
600081043 MARIN 14020 NE GLISAN STREET PORTLAND OR 97230 $ 85,152.24 8.875 .250
600081044 ERIKSSON 1715 SE 4TH STREET GRESHAM OR 97080 $ 89,195.93 8.500 .250
600081045 BROSS 3002 NE 165TH PLACE VANCOUVER WA 98682 $ 59,963.65 8.500 .250
600081046 BENVENUTI 1557 39TH STREET SACRAMENTO CA 95816 $266,084.50 8.375 .250
600081047 PHETTHONGSY 6537 JACOBE STREET N KEIZER OR 97303 $101,433.60 8.125 .250
600081048 BROWN 9914 ST. HELENS AVENUE VANCOUVER WA 98664 $111,937.20 8.875 .250
600081049 MARSH 466 MARBLE COURT REDDING CA 96003 $ 75,555.37 8.625 .250
600081050 ADAMO 3901 E. EARLL DRIVE PHOENIX AZ 85018 $ 81,650.50 8.500 .250
600081051 WALKER 3344 SWAIN COURT SACRAMENTO CA 95838 $ 56,366.70 8.625 .250
600081052 ZARING 1050 NE BUTLER MARKE BEND OR 97701 $ 61,811.55 8.375 .250
600081053 BERG 6045 SEYFERTH WAY SACRAMENTO CA 95823 $ 52,768.01 8.500 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081040 8.750 .0425 8.708 07/01/2027 092455331 $ 965.55 09/01/1997
600081041 8.375 .0425 8.333 08/01/2027 092455451 $1,742.25 09/01/1997
600081042 8.375 .0425 8.333 08/01/2027 092455341 $ 777.48 09/01/1997
600081043 8.625 .0425 8.583 08/01/2027 092455444 $ 677.89 09/01/1997
600081044 8.250 .0425 8.208 08/01/2027 092459197 $ 686.26 1 09/01/1997
600081045 8.250 .0425 8.208 08/01/2027 092455372 $ 461.35 09/01/1997
600081046 8.125 .0425 8.083 08/01/2027 092455462 $2,023.70 09/01/1997
600081047 7.875 .0425 7.833 08/01/2027 092455348 $ 753.64 09/01/1997
600081048 8.625 .0425 8.583 08/01/2027 092455463 $ 891.13 09/01/1997
600081049 8.375 .0425 8.333 08/01/2027 092455347 $ 588.01 09/01/1997
600081050 8.250 .0425 8.208 08/01/2027 092455364 $ 628.21 2 09/01/1997
600081051 8.375 .0425 8.333 08/01/2027 092455477 $ 438.68 09/01/1997
600081052 8.125 .0425 8.083 08/01/2027 092455461 $ 470.11 09/01/1997
600081053 8.250 .0425 8.208 08/01/2027 092455466 $ 405.99 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600081040 360 $150,000.00 N
600081041 360 $280,000.00 N
600081042 360 $124,960.00 N
600081043 360 $106,500.00 N
600081044 360 $105,000.00 N
600081045 360 $202,051.00 N
600081046 360 $355,000.00 N
600081047 360 $126,900.00 N
600081048 360 $140,000.00 N
600081049 360 $108,000.00 N
600081050 360 $ 86,000.00 N
600081051 360 $ 70,500.00 N
600081052 360 $ 82,500.00 N
600081053 360 $ 66,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 100
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
SCHEDULED INTEREST LNDR
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE RATE FEE
- ------ -------------------- -------------------- --------------- ----- ----- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081054 DEMAS 1118 11TH STREET OREGON CITY OR 97045 $ 73,557.65 8.750 .250
600081056 DAVIS 4401 HOLLY STREET SPRINGFIELD OR 97478 $112,428.26 8.250 .250
600081057 GALEA 8449 W. SHAW BUTTE D PEORIA AZ 85345 $112,681.70 8.500 .250
600081457 METCALF 2566 NW LOVEJOY PORTLAND OR 97210 $300,000.00 8.875 .250
600081460 LUONG 4605 NE ALBERTA COURT PORTLAND OR 97218 $ 96,750.00 8.875 .250
600081463 BORTES 3302 SE 160TH AVE PORTLAND OR 97236 $ 74,750.00 8.750 .250
<CAPTION>
NET MGMT PC SCHEDULED MI INTEREST
LOAN # RATE FEE RATE MATURITY S/S LOAN # P & I PMT CO PAID-TO
- ------ ------ ----- ------ --------- --------------- --------- -- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600081054 8.500 .0425 8.458 08/01/2027 092455363 $ 579.02 09/01/1997
600081056 8.000 .0425 7.958 08/01/2027 092455323 $ 845.18 09/01/1997
600081057 8.250 .0425 8.208 08/01/2027 092459196 $ 866.95 2 09/01/1997
600081457 8.625 .0425 8.583 09/01/2027 092459192 $2,386.94 09/01/1997
600081460 8.625 .0425 8.583 09/01/2027 092459194 $ 769.79 09/01/1997
600081463 8.500 .0425 8.458 09/01/2027 092459193 $ 588.06 09/01/1997
<CAPTION>
LOAN PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # TERM CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
- ------ ---- ---- ----- ---- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600081054 360 $92,000.00 N
600081056 360 $150,000.00 N
600081057 360 $139,246.00 N
600081457 360 $376,000.00 N
600081460 360 $129,000.00 N
600081463 360 $115,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 101
RUN DATE: 09/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 08:57:44 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 09/26/1997
POOL NUMBER: 1213 POOL NAME: 1997-5
<TABLE>
<CAPTION>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
----- ------- ------- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
** POOL
** TOTAL 1392 3 350,143,810.79 483,093,885.55 350,747,871.00 2,625,485.00
</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.
E-1
<PAGE>
5. WARRANTIES, OBLIGATIONS AND REPRESENTATIONS. The warranties,
obligations and representations stated in the Guides and hereby made or
undertaken by Seller with respect to each of the mortgages to be sold and
serviced by it on behalf of Buyer, unless expressly waived in writing by
Buyer. All warranties made by Seller shall survive (i) any investigation
made by or on behalf of Buyer, it assignee or designee, (ii) liquidation of
the mortgage, (iii) purchase of the mortgage by Buyer, its designee or
assignee, (iv) repurchase of the mortgage by Seller, and (v) termination of
this Contract, or similar event, and all such warranties shall inure to the
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
E-2
<PAGE>
or otherwise transfer its responsibility for servicing individual mortgages
to any other entity, including affiliates. Any attempt to assign servicing
rights without the prior written consent of Buyer shall be null and void. Any
such assignment without the consent of Buyer shall be grounds for immediate
termination of the servicing rights with respect to the servicing purportedly
assigned.
10. SUBCONTRACTING OF SERVICING. Seller may not, without Buyer's prior
written approval, subcontract with any other entity, including affiliates,
its responsibility for servicing any mortgage it has contracted to service
for Buyer.
11. TERMINATION BY BUYER. Buyer may terminate the right of Seller to
continue to service mortgage loans for Buyer and/or revoke the status of
Seller as an approved Seller for any of the reasons set forth in the Guides,
including a change in Seller's form of organization, a transfer of 25% or
more of the equity interest in Seller or change in its principal executive or
financial officers. No such termination shall release Seller from any of its
obligations hereunder or under the Guides or from any liability arising
hereunder or thereunder. Any forbearance or delay by Buyer in exercising
such rights shall not be deemed a waiver of and shall not preclude the
exercise of any such right. Upon termination by Buyer of this Contract for
any reason other than a failure of Seller to meet the eligibility
requirements as set forth in the Guides as determined by Buyer, Seller shall
be compensated for such termination in the amount specified in the Servicing
Guide.
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.
E-3
<PAGE>
18. EFFECTIVE DATE OF CONTRACT. This contract is not effective until it
is accepted by Buyer. An executed copy of the Contract will be returned to
the Seller.
19. STATUS OF PARTIES. Seller and Buyer each represent, warrant and
agree that as of the date of this Contract: (i) each party is duly organized,
validly existing and in good legal standing under the laws of its
jurisdiction of organization, and has the requisite power and authority to
enter into this contract and agreements to which both are parties as
contemplated by this Contract; (ii) this Contract has been duly authorized
executed and delivered to both parties and constitutes a valid and legally
binding agreement of each party, enforceable in accordance with its terms;
(iii) there is no action, proceeding or investigation pending or threatened,
nor any basis therefore known to either party that questions the validity or
prospective validity of this Contract insofar as the Contract relates to
either party, or any essential element upon which this Contract depends, or
any action to be taken by either party pursuant to this Contract; and (iv)
insofar as either party's capacity to carry out any obligation under this
Contract is concerned, neither party will be in violation of any provision of
any charter, certificate of incorporation, by-law, mortgage, indenture,
indebtedness, agreement, instrument, judgment, decree, order, statute, rule,
or regulation, and there is no such provision that adversely affects either
party's capacity to carry out any such obligation. Seller's and Buyer's
execution of, and performance pursuant to, this Contract will not result in
any such violation. At all times Seller shall act as an independent
contractor.
E-4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Contract by proper
officials duly authorized on the dates hereinafter set forth. This Contract
shall take effect as of the date of its execution in original or facsimile
signature by a duly authorized officer of the Buyer.
- ---------------------------------- ----------------------------------
Name of Seller Seller I.D. Number
- ---------------------------------- ----------------------------------
Type of Organization Organized under laws of
- ----------------------------------------------------------------------------
Principal place of business: street address, city, state, zip code
- ----------------------------------------------------------------------------
Typed name and title of Seller's authorized officer
- ----------------------------------------- -------------------------------
Signature of Seller's authorized officer Date
- ----------------------------------------------------------------------------
Typed name and title of authorized representative
- ----------------------------------------- -------------------------------
Signature of authorized representative Date
F-1
<PAGE>
Exhibit F
FORM OF TRANSFEROR CERTIFICATE FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
U.S. Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Re: Purchase of PNC Mortgage Securities Corp. Mortgage Pass-Through
Certificates Series 1997-5, 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]
U.S. Bank National Association
180 East 5th Street, SPFT0210
St. Paul, MN 55101
PNC Mortgage Securities Corp.
75 N. Fairway Drive
Vernon Hills, Illinois 60061
The undersigned (the "Purchaser") proposes to purchase [Class B-4]
[Class B-5] [Class B-6] Certificates evidencing an undivided interest in PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series 1997-5
(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 September 1, 1997 (the "Pooling
Agreement"), between PNC Mortgage Securities Corp. ("PNC") and U.S. Bank
National Association, as trustee (the "Trustee"), of the PNC Mortgage
Securities Corp. Mortgage Pass-Through Certificates, Series 1997-5.
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 Sections I and 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.
G-2
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of this day and the
year first above written.
[Purchaser]
By:
-----------------------------------
Its:
G-3
<PAGE>
Exhibit A to Form of Transferee Agreement (Exhibit G)
PNC MORTGAGE SECURITIES CORP.
BENEFIT PLAN AFFIDAVIT
RE: PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-5
(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 Sections I and 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-4
<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-5
<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 U.S. 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.
U.S. 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.
U.S. 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 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
H-3
<PAGE>
the event such transfer is made pursuant to Rule 144A under the Securities Act,
the Company and the Trustee shall require the transferee to execute an
investment letter in substantially the form attached as Exhibit L to the
Pooling Agreement, which investment letter shall not be an expense of the
Company, the Master Servicer or the Trustee and (ii) in the event that such
a transfer is not made pursuant to Rule 144A under the Securities Act, the
Company may require an Opinion of Counsel satisfactory to the Company that
such transfer may be made without such registration or qualification, which
Opinion of Counsel shall not be an expense of the Company, the Master
Servicer or the Trustee. Neither the Company nor the Trustee will register
the Certificate under the Securities Act, qualify the Certificate under any
state securities law or provide registration rights to any purchaser. Any
Holder desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws.
The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As
provided in the Pooling Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of Authorized
Denominations evidencing the same aggregate interest in the portion of the
Mortgage Trust Available Distribution Amount distributable on this Class of
Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent
of the Company, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Trustee, the Certificate
Registrar nor any such agent shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund and Certificate Trust Fund created thereby shall terminate upon (i) the
later of the maturity or other liquidation (including repurchase by the
Company) of the last Mortgage Loan remaining in the Mortgage Trust Fund or
the disposition of all property acquired upon foreclosure or deed in lieu
of foreclosure of any Mortgage Loan, and (ii) the payment to
Certificateholders of all amounts held by the 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 generally requires that the Trustee distribute to the
Certificateholders in the aggregate an amount equal to 100% of the unpaid
Principal Balance of such Mortgage Loan, plus accrued interest at the
applicable Pass-Through Rate to the next scheduled Due Date for the Mortgage
Loan. The Pooling Agreement permits, but does not require, the Company to
repurchase from the Mortgage Trust Fund all Mortgage Loans at the time
subject thereto and all property acquired in respect of any Mortgage Loan
upon payment to the Certificateholders of the amounts specified in the
Pooling Agreement. The exercise of such right will effect early retirement
of the Certificates, the Company's right to repurchase being subject to the
aggregate unpaid Principal Balance of the Mortgage Loans at the time of
repurchase being less than ten percent (10%) of the aggregate unpaid
Principal Balance of the Mortgage Loans as of the Cut-Off Date.
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
------------------------------------------------------
N O T I C E :
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]
U.S. Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Attn: Structured Finance
RE: PNC MORTGAGE SECURITIES CORP. MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1997-5, CLASS [R] [R-1]
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by ____
_________________________ (the "Seller") to ___________________________
________ (the "Purchaser") of $____________________ initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1997-5,
Class [R] [R-1] (the "Certificate"), pursuant to Section 5.01 of the
Pooling and Servicing Agreement (the "Pooling Agreement"), dated as of
September 1, 1997 among PNC Mortgage Securities Corp., as depositor and
master servicer (the "Company"), and U.S. 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-1] Certificate (the "Owner")), a
[savings institution] [corporation] duly organized and existing under the
laws of [the State of ___________________________] [the United States],
on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code") and will endeavor to remain other than a disqualified
organization for so long as it retains its ownership interest in the
Class [R] [R-1] Certificates, and (ii) is acquiring the Class [R] [R-1]
Certificates for its own account or for the account of another Owner from
which it has received an affidavit and agreement in substantially the
same form as this affidavit and agreement. (For this purpose, a
"disqualified organization" means the United States, any state or
political subdivision thereof, or any agency or instrumentality of any of
the foregoing (other than an instrumentality all of the activities of
which are subject to tax and, except for the Federal Home Loan Mortgage
Corporation, a majority of whose board of directors is not selected by
any such governmental entity, or any foreign government or international
organization, or any agency or instrumentality of such foreign government
or organization, any rural electric or telephone cooperative, or any
organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the
tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of the Class [R] [R-1] Certificates after March 31, 1988;
(ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman)
for a disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for the tax
if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of
transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class [R] [R-1] Certificates may be a
"noneconomic residual interest" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, if a significant purpose
of the transfer was to enable the transferor to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding the Class [R] [R-1] Certificates if at any time during
the taxable year of the pass-through entity a disqualified organization
is the record holder of an interest in such entity. (For this purpose, a
"pass through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or
estate, and certain cooperatives.)
J-1
<PAGE>
5. That the Owner is aware that the Trustee will not register the
Transfer of the Class [R] [R-1] Certificates unless the transferee, or
the transferees' agent, delivers to it an affidavit and agreement, among
other things, in substantially the same form as this affidavit and
agreement. The Owner expressly agrees that it will not consummate any
such transfer if it knows or believes that any of the representations
contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the
face of the Class [R] [R-1] Certificates and the provisions of
Section 5.01 of the Pooling Agreement under which the Class [R] [R-1]
Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of
Section 5.01(c) which authorize the Trustee to deliver payments to a
person other than the Owner and negotiate a mandatory sale by the Trustee
in the event the Owner holds such Certificates in violation of
Section 5.01). The Owner expressly agrees to be bound by and to comply
with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class [R] [R-1]
Certificates will only be owned, directly or indirectly, by an Owner that
is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is ______________________
____________________.
9. That no purpose of the Owner relating to the purchase of the
Class [R] [R-1] Certificates by the Owner is or will be to enable the
transferor to impede the assessment or collection of tax.
10. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding.
11. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Certificates remain outstanding.
12. That no purpose of the Owner relating to any sale of the Class
[R] [R-1] Certificates by the Owner will be to impede the assessment or
collection of tax.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision
thereof, or an estate or trust whose income from sources without the
United States is includible in gross income for United States federal
income tax purposes regardless of its connection with the conduct of a
trade or business within the United States.
14. The Owner hereby agrees to cooperate with the Company and to
take any action required of it by the Code or Treasury regulations
thereunder (whether now or hereafter promulgated) in order to create or
maintain the REMIC status of the Mortgage Trust Fund or the Certificate
Trust Fund.
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 Mortgage Trust fund or the Certificate Trust Fund unless counsel
for, or acceptable to, the Company has provided an opinion that such
action
J-2
<PAGE>
will not result in the loss of such REMIC status or the imposition of such tax,
as applicable.
16. The Owner as transferee of the Class [R] [R-1] Certificates has
represented to their transferor that, if the Class [R] [R-1] Certificates
constitute a noneconomic residual interest, the Owner (i) understands
that as holder of a noneconomic residual interest it may incur tax
liabilities in excess of any cash flows generated by the interest, and
(ii) intends to pay taxes associated with its holding of the Class [R]
[R-1] Certificates as they become due.
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 CERTIFICATE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed
by any agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Certificate Trust Fund")
whose assets consist of, among other things, Mortgage Trust Certificates
evidencing interests in a pool (the "Mortgage Pool") of conventional one-
to four-family mortgage loans (the "Mortgage Loans"), formed and
administered by PNC Mortgage Securities Corp. (the "Company"), which term
includes any successor entity under the Pooling Agreement referred to below.
The Mortgage Pool was created pursuant to a Pooling and Servicing Agreement,
dated as of the Cut-Off Date stated above (the "Pooling Agreement"), between
the Company and U.S. Bank National Association, as Trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling Agreement. Nothing herein
shall be deemed inconsistent with such meanings, and in the event of any
conflict between the Pooling Agreement and the terms of this Certificate,
the Pooling Agreement shall control. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Pooling Agreement,
to which Pooling Agreement the Holder of this Certificate, by virtue of the
acceptance hereof, assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the
25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last day (or
if such last day is not a Business Day, the Business Day immediately
preceding such last day) of the month immediately preceding the month of
such distribution (the "Record Date"), to the extent of such
Certificateholder's Percentage Interest represented by this Certificate in
the portion of the Certificate Trust Available Distribution Amount for such
Distribution Date then distributable on the Certificates of this Class, as
specified in Section 4.05 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice by the Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate to the
Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate
set forth below, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not
be entitled to any benefit under the Pooling Agreement or be valid for any
purpose.
K-1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
U.S. 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.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
-------------------------------
Dated:
----------------------------
K-2
<PAGE>
PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the Certificate Trust Fund.
The Certificates do not represent an obligation of, or an interest in,
the Company or any of its affiliates and are not insured or guaranteed by
any governmental agency. The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Trust
Certificates, all as more specifically set forth herein and in the Pooling
Agreement. In the event Company funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Company from the related
recoveries on such Mortgage Loan or from other cash deposited in the
Certificate Account to the extent that such advance is not otherwise
recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
to the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Certificateholders under
the Pooling Agreement at any time by the Company and the Trustee with the
consent of the Holders of the Certificate Trust Certificates evidencing
Percentage Interests aggregating not less than 66% of the Certificate Trust
Fund. For the purposes of such provision and except as provided below,
voting rights relating to 100% of the Aggregate Certificate Principal
Balance will be allocated pro rata (by Certificate Principal Balance) among
such Certificates. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Pooling Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office
maintained by the Trustee in the City and State of New York, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee or any
Authenticating Agent duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of Authorized Denominations evidencing the same Percentage
Interest set forth hereinabove will be issued to the designated transferee
or transferees.
No transfer of a Certificate will be made unless such transfer is
exempt from or is made in accordance with the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act") and any
applicable state securities laws. In the event that a transfer is to be made
without registration or qualification under applicable laws, (i) in
K-3
<PAGE>
the event such transfer is made pursuant to Rule 144A under the Securities Act,
the Company and the Trustee shall require the transferee to execute an
investment letter in substantially the form attached as Exhibit L to the
Pooling Agreement, which investment letter shall not be an expense of the
Company, the Master Servicer or the Trustee and (ii) in the event that such
a transfer is not made pursuant to Rule 144A under the Securities Act, the
Company may require an Opinion of Counsel satisfactory to the Company that
such transfer may be made without such registration or qualification, which
Opinion of Counsel shall not be an expense of the Company, the Master
Servicer or the Trustee. Neither the Company nor the Trustee will register
the Certificate under the Securities Act, qualify the Certificate under any
state securities law or provide registration rights to any purchaser. Any
Holder desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws.
The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As
provided in the Pooling Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of Authorized
Denominations evidencing the same aggregate interest in the portion of the
Certificate Trust Available Distribution Amount distributable on this Class
of Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent
of the Company, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Trustee, the Certificate
Registrar nor any such agent shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund and the 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 and
the Certificate 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 generally requires that the Trustee
distribute to the Certificateholders in the aggregate an amount equal to
100% of the unpaid Principal Balance of such Mortgage Loan, plus accrued
interest at the applicable Pass-Through Rate to the next scheduled Due Date
for the Mortgage Loan. The Pooling Agreement permits, but does not require,
the Company to repurchase from the Mortgage Trust Fund all Mortgage Loans
at the time subject thereto and all property acquired in respect of any
Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect
early retirement of the Certificates, the Company's right to repurchase
being subject to the aggregate unpaid Principal Balance of the Mortgage
Loans at the time of repurchase being less than ten percent (10%) of the
aggregate unpaid Principal Balance of the Mortgage Loans as of the Cut-Off
Date.
K-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably
constitutes and appoints ___________________________________________________
Attorney to transfer said Certificate on the Certificate Register, with full
power of substitution in the premises.
Dated:
------------- ------------------------------------------------------
Signature Guaranteed
------------------------------------------------------
N O T I C E :
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 September 1, 1997
between PNC Mortgage Securities Corp., as Depositor and Master Servicer,
and U.S. 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 September 30, 1997 relating to the Rule 144A
Securities and has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the
Trustee, the Company or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security to, or solicited any offer to buy or
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<PAGE>
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 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.
[Required only in the case of a transfer of a Class A-14, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Certificate] [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 and the Buyer has provided an Opinion of Counsel to such
effect in accordance with Section 5.01(d) of the Agreement or (3) the
Buyer is an insurance company, the source of funds to be used by it to
purchase the Rule 144A Securities is an "insurance
L-2
<PAGE>
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 Sections I and 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 Seller
By: By:
------------------------------- ------------------------------------
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
---------- --------------
No.: No. :
------------------------------ ---------------------------------
Date: Date:
----------------------------- ---------------------------------
L-3
<PAGE>
Annex 1 to Exhibit L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $______________________. 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.
- -------------------------
1/ Buyer must own and/or invest on a discretionary basis at least
$100,000 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>
___ STATE OR LOCAL PLAN. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions,
for the benefit of its employees.
___ ERISA PLAN. The Buyer is an employee benefit plan within the
meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and is subject to the
fiduciary responsibility provisions of ERISA.
___ 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
L-2-1
<PAGE>
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.
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-3-1
<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:
Date:
----------------------------------
IF AN ADVISER:
---------------------------------------
Print Name of Buyer
By:
------------------------------------
Name:
Title:
Date:
----------------------------------
(SEAL)
L-2-2
<PAGE>
Exhibit M
[Date]
[Company]
RE: POOLING AND SERVICING AGREEMENT DATED AS OF SEPTEMBER 1,
1997 AMONG PNC MORTGAGE SECURITIES CORP., AS DEPOSITOR AND
MASTER SERVICER, AND U.S. BANK NATIONAL ASSOCIATION, AS
TRUSTEE, RELATING TO PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-5
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that,
except as noted on the attachment hereto, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or listed on the attachment hereto) it or the Custodian on its behalf has
reviewed the documents delivered to it or to the Custodian on its behalf
pursuant to Section 2.01 of the Pooling and Servicing Agreement and has
determined that (i) all documents required (in the case of instruments
described in clauses (X)(vi) and (Y)(x) of the definition of "Mortgage
File," known by the Trustee to be required) pursuant to the third
paragraph of Section 2.01 of the Pooling and Servicing Agreement have
been executed and received as of the date hereof are in its possession or
in the possession of the Custodian on its behalf and (ii) all such
documents have been executed and relate to the Mortgage Loans identified
in the Mortgage Loan Schedule. The Trustee has made no independent
examination of such documents beyond the review specifically required in
the above referenced Pooling and Servicing Agreement and has relied upon
the purported genuineness and due execution of any such documents and
upon the purported genuineness of any signature thereon. The Trustee
makes no representations as to: (i) the validity, legality,
enforceability or genuineness of any of the documents contained in each
Mortgage File or any of the Mortgage Loans identified on the Mortgage
Loan Schedule, or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
---------------------------------------
as Trustee
By:
------------------------------------
Name:
Title:
M-1
<PAGE>
EXHIBIT N
Schedule of Certain Mortgage Loans With Group Primary Insurance Policies
None.
N-1
