<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
JANUARY 29, 1997
(DATE OF EARLIEST EVENT REPORTED)
PNC MORTGAGE SECURITIES CORP.
AS DEPOSITOR AND MASTER SERVICER UNDER A
POOLING AND SERVICING AGREEMENT
DATED AS OF JANUARY 1, 1997
PROVIDING FOR THE ISSUANCE OF
$147,016,824
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-1
Delaware 33-84896 36-4130904
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Incorporation) Number)
75 NORTH FAIRWAY DRIVE
VERNON HILLS, ILLINOIS 60061
(Address of principal executive offices)
Registrant's telephone number, including area code:
(708) 549-6500
<PAGE>
Item 5. OTHER EVENTS
DESCRIPTION OF THE CERTIFICATES AND THE MORTGAGE POOL.
On January 29, 1997 (the "Closing Date"), PNC Mortgage Securities Corp.
(the "Company"), pursuant to a pooling and servicing agreement, dated as of
January 1, 1997, between the Company and First Bank National Association, as
trustee, caused the Mortgage Pass-Through Certificates, Series 1997-1, to be
issued (the "Certificates") which consist of the following fifteen classes: (i)
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 (the "Class
A Certificates"), (ii) Class X and Class P, (iii) Class B-1, Class B-2 and Class
B-3 (the "Senior Subordinate Certificates"), (iv) Class B-4, Class B-5 and Class
B-6 (the "Junior Subordinate Certificates" and, together with the Senior
Subordinate Certificates, the "Subordinate Certificates" or the "Class B
Certificates") and (v) Class R. The Class A, Class X, Class P and Class R
Certificates are referred to as the "Senior Certificates". The Class A-4 and
Class A-6 Certificates are sometimes referred to as the "Lockout Certificates".
Only the Senior Certificates and the Senior Subordinate Certificates
(collectively, the "Offered Certificates") are offered to the public pursuant to
the Company's Prospectus dated November 21, 1996 (the "Prospectus"), and
Prospectus Supplement dated January 23, 1997 (the "Prospectus Supplement").
The Company has caused an election to be made to treat the Trust as a "real
estate mortgage investment conduit" (a "REMIC") for federal income tax purposes.
All of the Certificates, other than the Class R Certificates, represent
ownership of REMIC "regular interests" in the Trust. The Class R Certificates
represent ownership of the REMIC "residual interests" in the Trust. See
"Certain Federal Income Tax Consequences" in the Prospectus Supplement and in
the Prospectus.
The Offered Certificates evidence interests only in the Trust and are
payable solely from amounts received with respect thereto.
- ---------------------------
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Prospectus, dated November 21, 1996, and
Prospectus Supplement, dated January 23, 1997, of PNC Mortgage Securities Corp.,
relating to its Mortgage Pass-Through Certificates, Series 1997-1.
2
<PAGE>
The initial Class Principal Balance, initial Remittance Rate and Last
Scheduled Distribution Date for each Class of Offered Certificates is set forth
in the table below:
INITIAL CLASS INITIAL LAST SCHEDULED
CLASS PRINCIPAL BALANCE REMITTANCE RATE (1) DISTRIBUTION DATE
- --------- ----------------- ------------------- ------------------
Class A-1 $ 97,683,539.00 7.750% February 25, 2027
Class A-2 2,000,000.00 7.750% February 25, 2027
Class A-3 10,800,000.00 7.750% February 25, 2027
Class A-4 7,843,750.00 7.950% February 25, 2027
Class A-5 15,000,000.00 7.750% February 25, 2027
Class A-6 6,275,000.00 7.500% February 25, 2027
Class X 0.00 7.750% (2) February 25, 2027
Class P 1,474,485.00 (3) February 25, 2027
Class B-1 2,970,000.00 7.750% February 25, 2027
Class B-2 1,485,000.00 7.750% February 25, 2027
Class B-3 1,485,000.00 7.750% February 25, 2027
Class R 50.00 7.750% February 25, 2027
__________________________
(1) Interest distributed to the Offered Certificates (other than the Class P
Certificates which are not entitled to receive distributions of interest)
on each Distribution Date will have accrued during the preceding calendar
month at the applicable per annum Remittance Rate.
(2) The Remittance Rate on the Class X Certificates will be 7.750% per annum.
The Class X Certificates will accrue interest on the Class X Notional
Amount. The "Class X Notional Amount" with respect to any Distribution
Date will equal the product of (x) the aggregate scheduled principal
balance, as of the second preceding Due Date after giving effect to
payments scheduled to be received as of such Due Date, whether or not
received, or with respect to the initial Distribution Date, as of the Cut-
Off Date, of the Mortgage Loans having Pass-Through Rates in excess of
7.750% per annum (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 7.750%. The Class X Notional Amount as of the Cut-
Off Date was approximately $5,711,924. The Class X Certificates are not
entitled to receive distributions of principal.
(3) The Class P Certificates are not entitled to receive distributions of
interest.
3
<PAGE>
The Mortgage Pool consists of Mortgage Loans having an aggregate principal
balance outstanding as of January 1, 1997 (the "Cut-Off Date"), after deducting
payments due on or before that date, of approximately $148,501,922.
Each Mortgage Loan has a first payment date during the period from April
1993 through February 1997, inclusive, and had an original term to maturity of
not more than 30 years. As of the Cut-Off Date, the Mortgage Interest Rate on
each Mortgage Loan was not less than 7.125% and not more than 9.875% per annum.
As of the Cut-Off Date, the weighted average of the Mortgage Interest Rates on
the Mortgage Loans was approximately 8.268% per annum.
Each Mortgage Loan has a pass-through rate (the "Pass-Through Rate") equal
to the excess, if any, of the Mortgage Interest Rate for such Mortgage Loan over
the sum of the Servicing Fee and the Master Servicing Fee for such Mortgage
Loan. As of the Cut-Off Date, the Pass-Through Rate for each Mortgage Loan was
not less than 6.875% and not more than 9.575% per annum. As of the Cut-Off
Date, the weighted average of the Pass-Through Rates for the Mortgage Loans was
approximately 7.971% per annum.
All of the Mortgage Loans had principal and interest payable on the first
day of each month (the "Due Date"). None of the Mortgage Loans are Buydown
Loans. The latest original scheduled maturity of any Mortgage Loan is January
2027. Each of the Mortgage Loans have original terms to maturity ranging from
20 to 30 years, and as of the Cut-Off Date, the weighted average remaining term
to maturity (adjusted for Curtailments) of the Mortgage Loans was approximately
355.2 months. At origination, based upon an appraisal of the Mortgaged Property
securing each Mortgage Loan, approximately 78.8% of the Mortgage Loans had Loan-
to-Value Ratios less than or equal to 80%, and approximately 21.2% of the
Mortgage Loans had Loan-to-Value Ratios greater than 80% but less than or equal
to 95%. No Mortgage Loan had a Loan-to-Value Ratio at origination greater than
95%. At origination, the weighted average of the Loan-to-Value Ratios of the
Mortgage Loans was approximately 76.6%. As of the Cut-Off Date, the weighted
average of the Loan-to-Value Ratios of the Mortgage Loans was approximately
76.5%. As of the Cut-Off Date, approximately 21.4% 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 $20,000 nor more than $1,000,000, and the average principal
balance of the Mortgage Loans as of the Cut-Off Date was approximately $243,047.
Based solely on representations of the Mortgagors obtained at the origination of
the related Mortgage Loans, approximately 98.8% of the Mortgage Loans were
secured by owner-occupied Mortgaged Properties which were the primary residences
of the related Mortgagors, approximately 0.5% of the Mortgage Loans were secured
by owner-occupied Mortgaged Properties which were second or vacation homes of
the related Mortgagors and approximately 0.7% of the Mortgage Loans were secured
by Mortgaged Properties which were investor properties of the related
Mortgagors. Approximately 0.4% of the Mortgage Loans were secured by interests
in cooperative apartments. The aggregate principal balance of Mortgage Loans in
the Mortgage Pool originated under a reduced documentation program (including
certain Mortgage Loans for which verification of income and deposits was not
required), which generally limits the original Loan-to-Value Ratio of
4
<PAGE>
the Mortgage Loan, was approximately $17,940,085, which was approximately 12.1%
of the Mortgage Pool. As of the Cut-Off Date, the weighted average of the Loan-
to-Value Ratios of such Mortgage Loans originated under such reduced
documentation programs was approximately 68.3%. The aggregate principal balance
of Mortgage Loans in the Mortgage Pool originated under a no documentation
program was approximately $254,400 as of the Cut-Off Date, which was
approximately 0.2% of the Mortgage Pool.
Approximately 34.9% of the Mortgage Loans were secured by Mortgaged
Properties located in California; 8.9% in Florida; 5.8% in Illinois; and no
other single state contained Mortgaged Properties securing more than 5% of the
Mortgage Loans. No more than 1.3% of the Mortgage Loans were secured by
Mortgaged Properties located in any one California zip code area, and no more
than 0.9% of the Mortgage Loans were secured by Mortgaged Properties located in
any other single zip code area. Approximately 21.1% of the Mortgage Loans were
originated for the purpose of refinancing existing mortgage debt, including
cash-out refinancings. Approximately 78.9% of the Mortgage Loans were
originated for the purpose of purchasing the Mortgaged Property.
The Servicing Fee with respect to each Mortgage Loan ranges from a minimum
of 0.150% to a maximum of 0.250%, with a weighted average of 0.243%. The Master
Servicing Fee with respect to each Mortgage Loan ranges from a minimum of 0.050%
to a maximum of 0.100%, with a weighted average of 0.053%. See "Description of
the Certificates -- Servicing compensation and Payment of Expenses" in the
Prospectus for information regarding other possible compensation to the Company
and the servicers.
The following tables describe additional characteristics of the Mortgage
Loans as of the Cut-Off Date. All percentages set forth below have been
calculated based on the principal balance of the Mortgage Loans as of the Cut-
Off Date. Note that the sum of the percentages set forth under the heading "%
of Aggregate Balance of Pool" in each of the tables that follow may not equal
100% due to rounding.
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 January 1,
1997.
5
<PAGE>
a) Number of loans: 611
b) Mortgage Interest Rates:
97-1
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
---------- ------ ---------------- -----------------
7.125% 1 $ 267,000.00 0.18%
7.250% 1 $ 540,000.00 0.36%
7.375% 2 $ 623,924.89 0.42%
7.500% 13 $ 4,248,167.99 2.86%
7.625% 13 $ 3,787,889.35 2.55%
7.750% 38 $ 10,927,224.84 7.36%
7.875% 51 $ 14,699,575.63 9.90%
8.000% 64 $ 18,103,871.06 12.19%
8.125% 51 $ 15,152,054.18 10.20%
8.250% 70 $ 19,565,143.18 13.18%
8.375% 48 $ 13,174,495.35 8.87%
8.500% 58 $ 14,983,820.09 10.09%
8.625% 29 $ 5,397,193.98 3.63%
8.750% 50 $ 10,044,561.41 6.76%
8.875% 36 $ 5,838,815.25 3.93%
9.000% 25 $ 3,602,863.65 2.43%
9.125% 20 $ 2,345,046.32 1.58%
9.250% 14 $ 1,767,168.13 1.19%
9.375% 9 $ 1,092,912.23 0.74%
9.500% 10 $ 1,186,766.33 0.80%
9.625% 4 $ 782,624.84 0.53%
9.750% 2 $ 194,367.72 0.13%
9.875% 2 $ 176,435.16 0.12%
----- ---------------- ------
TOTAL 611 $ 148,501,921.58 100.00%
6
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c) Pass-Through Rates:
97-1
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
------------------ --------------- ----------- ---------------
6.751 - 7.000% $ 807,000.00 7.209% 360
7.001 - 7.250% $ 4,872,092.88 7.484% 359
7.251 - 7.500% $ 14,715,114.19 7.718% 356
7.501 - 7.750% $ 32,803,446.69 7.944% 358
7.751 - 8.000% $ 34,717,197.36 8.195% 356
8.001 - 8.250% $ 28,158,315.44 8.442% 356
8.251 - 8.500% $ 15,441,755.39 8.706% 353
8.501 - 8.750% $ 9,441,678.90 8.923% 358
8.751 - 9.000% $ 4,112,214.45 9.179% 354
9.001 - 9.250% $ 2,279,678.56 9.440% 345
9.251 - 9.500% $ 976,992.56 9.650% 323
9.501 - 9.750% $ 176,435.16 9.875% 357
--------------- ------ ------
$148,501,921.58 8.268% * 356 *
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
7
<PAGE>
d) Original Principal Balances:
97-1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
------------------ ----- ---------------- ------------
$ 50,000 OR LESS 13 $ 505,115.47 0.34%
$ 50,001 - 75,000 34 $ 2,108,415.02 1.42%
$ 75,001 - 100,000 39 $ 3,438,392.41 2.32%
$100,001 - 150,000 54 $ 6,512,987.87 4.39%
$150,001 - 200,000 31 $ 5,502,878.67 3.71%
$200,001 - 250,000 150 $ 34,408,195.99 23.17%
$250,001 - 300,000 143 $ 39,299,728.42 26.46%
$300,001 - 350,000 74 $ 23,666,579.84 15.94%
$350,001 - 400,000 32 $ 12,038,195.58 8.11%
$400,001 - 450,000 11 $ 4,661,212.13 3.14%
$450,001 - 500,000 13 $ 6,205,731.92 4.18%
OVER $500,000 17 $ 10,154,488.26 6.84%
------ --------------- ------------
TOTAL 611 $148,501,921.58 100.00%
Outstanding principal balance of the smallest Mortgage Loan at the Cut-Off
Date: $ 19,964.32
Outstanding principal balance of the largest Mortgage Loan at the Cut-Off
Date: $ 998,687.27
8
<PAGE>
e) Years of initial Monthly Payment:
97-1
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
------- ------ ---------------- ------------
1993 1 $ 579,853.65 0.39%
1995 5 $ 1,325,851.49 0.89%
1996 313 $ 66,575,291.83 44.83%
1997 292 $ 80,020,924.61 53.89%
------ ---------------- ------------
TOTAL 611 $ 148,501,921.58 100.00%
9
<PAGE>
f) Current Loan-to-Value Ratios:
97-1
AGGREGATE PERCENTAGE
CURRENT NUMBER BALANCES AS OF AGGREGATE
LOAN-TO-VALUE OF OF THE CUT- BALANCE OF
RATIOS LOANS OFF DATE POOL
-------------- ------ ---------------- ------------
60.00% OR LESS 58 $ 12,541,165.60 8.45%
60.01-70.00% 84 $ 17,438,291.09 11.74%
70.01-75.00% 117 $ 24,515,991.21 16.51%
75.01-80.00% 231 $ 62,716,271.41 42.23%
80.01-85.00% 12 $ 3,337,581.61 2.25%
85.01-90.00% 89 $ 23,158,881.37 15.60%
90.01-95.00% 20 $ 4,793,739.29 3.23%
------ ---------------- ------------
TOTAL 611 $ 148,501,921.58 100.00%
10
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g) Types of Mortgaged Properties:
97-1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
------------ ------ ----------------- -----------
SINGLE FAMILY DETACHED 547 $ 137,979,806.65 92.91%
DUPLEX 8 $ 795,649.55 0.54%
FOURPLEX 3 $ 533,999.58 0.36%
TOWNHOUSE 3 $ 764,069.86 0.51%
CONDOMINIUM 25 $ 5,075,500.32 3.42%
PLANNED UNIT DEVELOPMENT 17 $ 2,455,645.34 1.65%
HI-RISE CONDO 1 $ 288,000.00 0.19%
HOUSING COOPERATIVES 7 $ 609,250.28 0.41%
------ ----------------- ---------
TOTAL 611 $ 148,501,921.58 100.00%
11
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h) Owner Occupancy Status
CODE LOAN PRINCIPAL PCT TO
COUNT BALANCE POOL
---- ----- --------- ------
OWNER OCCUPIED 589 $146,690,854.97 98.78
OWNER OCCUPIED - 2ND HOME 7 $ 778,526.90 .52
NON-OWNER 15 $ 1,032,539.71 .70
----- --------------- ------
TOTAL 611 $148,501,921.58 100.00
12
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i) Geographic Distribution by state:
97-1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ALABAMA 3 $ 423,665.54 0.29 %
ARIZONA 8 $ 1,983,021.00 1.34 %
ARKANSAS 4 $ 1,262,810.35 0.85 %
CALIFORNIA 170 $ 51,818,482.59 34.89 %
COLORADO 9 $ 2,393,205.83 1.61 %
CONNECTICUT 7 $ 2,274,911.84 1.53 %
DELAWARE 2 $ 198,797.51 0.13 %
DISTRICT OF COLUMBIA 1 $ 251,817.61 0.17 %
FLORIDA 66 $ 13,213,254.26 8.90 %
GEORGIA 17 $ 3,909,415.43 2.63 %
IDAHO 5 $ 570,983.07 0.38 %
ILLINOIS 39 $ 8,542,447.95 5.75 %
INDIANA 3 $ 381,648.42 0.26 %
KANSAS 2 $ 623,816.63 0.42 %
KENTUCKY 3 $ 892,993.13 0.60 %
LOUISIANA 1 $ 131,027.60 0.09 %
MAINE 1 $ 251,814.93 0.17 %
MARYLAND 16 $ 4,156,316.66 2.80 %
MASSACHUSETTS 28 $ 6,778,552.75 4.56 %
MICHIGAN 32 $ 5,301,453.55 3.57 %
MINNESOTA 7 $ 1,086,379.28 0.73 %
MISSOURI 1 $ 246,854.17 0.17 %
MONTANA 1 $ 299,653.54 0.20 %
NEBRASKA 2 $ 899,430.61 0.61 %
NEVADA 15 $ 2,813,864.69 1.89 %
NEW JERSEY 17 $ 4,146,983.58 2.79 %
NEW MEXICO 3 $ 628,244.19 0.42 %
NEW YORK 22 $ 4,327,772.27 2.91 %
NORTH CAROLINA 3 $ 450,947.22 0.30 %
OHIO 25 $ 3,890,370.15 2.62 %
OKLAHOMA 7 $ 1,610,565.79 1.08 %
OREGON 4 $ 1,125,128.36 0.76 %
PENNSYLVANIA 7 $ 1,639,574.92 1.10 %
SOUTH CAROLINA 5 $ 968,131.83 0.65 %
SOUTH DAKOTA 1 $ 255,680.67 0.17 %
TENNESSEE 3 $ 592,719.71 0.40 %
TEXAS 28 $ 7,341,171.76 4.94 %
UTAH 8 $ 1,758,311.09 1.18 %
VIRGINIA 15 $ 4,128,080.63 2.78 %
WASHINGTON 18 $ 4,352,108.97 2.93 %
WISCONSIN 1 $ 339,788.67 0.23 %
WYOMING 1 $ 239,722.83 0.16 %
------ --------------- --------------
TOTAL 611 $ 148,501,921.58 100.00 %
13
<PAGE>
j) Scheduled maturity years:
97-1
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2016 2 $ 614,976.16 0.41 %
2021 18 $ 4,222,732.80 2.84 %
2023 1 $ 579,853.65 0.39 %
2025 7 $ 1,822,341.73 1.23 %
2026 534 $ 126,295,252.89 85.05 %
2027 49 $ 14,966,764.35 10.08 %
------ ------------------ ------------
TOTAL 611 $ 148,501,921.58 100.00 %
Weighted average (by principal balance) remaining term (adjusted for
curtailments) of the Mortgage Loans calculated as of the Cut-Off
Date: 355.2
Latest scheduled maturity of any Mortgage Loan:
January, 2027
14
<PAGE>
k) Original Terms:
97-1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
240 2 $ 614,976.16 0.41 %
300 18 $ 4,222,732.80 2.84 %
348 1 $ 269,821.58 0.18 %
349 1 $ 226,668.66 0.15 %
351 1 $ 285,223.76 0.19 %
352 1 $ 337,018.12 0.23 %
353 1 $ 353,318.37 0.24 %
360 586 $ 142,192,162.13 95.75 %
------ ---------------- ------------
TOTAL 611 $ 148,501,921.58 100.00 %
15
<PAGE>
l) Documentation Program Types:
97-1
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
------------------------- ------ ---------------- ------------
FULL DOCUMENTATION 466 $ 130,307,436.82 87.75 %
LIMITED DOCUMENTATION 144 $ 17,940,084.76 12.08 %
NO DOCUMENTATION 1 $ 254,400.00 .17 %
------ ---------------- ------------
TOTAL 611 $ 148,501,921.58 100.00 %
16
<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: January 29, 1997.
PNC MORTGAGE SECURITIES
CORP.
(Registrant)
By: (Thomas G. Lehmann)
--------------------------------
Thomas G. Lehmann
Vice President
(Authorized Officer)
17
<PAGE>
[Execution Copy]
PNC MORTGAGE SECURITIES CORP.,
as Depositor and Master Servicer
and
FIRST BANK
NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
$148,501,921.58
PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates
Series 1997-1
Cut-Off Date: January 1, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
Preliminary Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
Section 1.01. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 3
Aggregate Certificate Principal Balance . . . . . . . . . . . 3
Appraised Value . . . . . . . . . . . . . . . . . . . . . . . 3
Assignment of Proprietary Lease . . . . . . . . . . . . . . . 3
Authenticating Agent. . . . . . . . . . . . . . . . . . . . . 3
Authorized Denomination . . . . . . . . . . . . . . . . . . . 3
Available Distribution Amount . . . . . . . . . . . . . . . . 4
Bankruptcy Coverage . . . . . . . . . . . . . . . . . . . . . 5
Bankruptcy Coverage Initial Amount. . . . . . . . . . . . . . 5
Bankruptcy Loss . . . . . . . . . . . . . . . . . . . . . . . 5
Beneficial Holder:. . . . . . . . . . . . . . . . . . . . . . 5
Book-Entry Certificates . . . . . . . . . . . . . . . . . . . 5
Business Day. . . . . . . . . . . . . . . . . . . . . . . . . 5
Buydown Agreement . . . . . . . . . . . . . . . . . . . . . . 5
Buydown Fund. . . . . . . . . . . . . . . . . . . . . . . . . 6
Buydown Fund Account. . . . . . . . . . . . . . . . . . . . . 6
Buydown Loan. . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate Account . . . . . . . . . . . . . . . . . . . . . 6
Certificate Distribution Amount . . . . . . . . . . . . . . . 6
Certificate Principal Balance . . . . . . . . . . . . . . . . 10
Certificate Register and Certificate Registrar. . . . . . . . 10
Certificateholder or Holder . . . . . . . . . . . . . . . . . 10
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Class A Certificates. . . . . . . . . . . . . . . . . . . . . 11
Class A-1 Certificates. . . . . . . . . . . . . . . . . . . . 11
Class A-2 Certificates. . . . . . . . . . . . . . . . . . . . 11
Class A-3 Certificates. . . . . . . . . . . . . . . . . . . . 11
Class A-4 Adjusted Percentage . . . . . . . . . . . . . . . . 11
Class A-4 Certificates. . . . . . . . . . . . . . . . . . . . 11
Class A-4 Liquidation Amount. . . . . . . . . . . . . . . . . 11
Class A-4 Percentage. . . . . . . . . . . . . . . . . . . . . 11
Class A-4 Prepayment Percentage . . . . . . . . . . . . . . . 11
Class A-4 Principal Distribution Amount . . . . . . . . . . . 11
Class A-5 Certificates. . . . . . . . . . . . . . . . . . . . 12
Class A-6 Adjusted Percentage . . . . . . . . . . . . . . . . 12
Class A-6 Certificates. . . . . . . . . . . . . . . . . . . . 12
Class A-6 Liquidation Amount. . . . . . . . . . . . . . . . . 12
Class A-6 Percentage. . . . . . . . . . . . . . . . . . . . . 12
Class A-6 Prepayment Percentage . . . . . . . . . . . . . . . 12
i
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PAGE
Class A-6 Principal Distribution Amount . . . . . . . . . . . 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. . . . . . . . . . . . . . . . . . . . 13
Class B-6 Certificates. . . . . . . . . . . . . . . . . . . . 13
Class P Certificates. . . . . . . . . . . . . . . . . . . . . 13
Class P Fraction. . . . . . . . . . . . . . . . . . . . . . . 13
Class P Mortgage Loan . . . . . . . . . . . . . . . . . . . . 13
Class Principal Balance . . . . . . . . . . . . . . . . . . . 13
Class R Certificates. . . . . . . . . . . . . . . . . . . . . 13
Class X Certificates. . . . . . . . . . . . . . . . . . . . . 13
Class X Notional Amount . . . . . . . . . . . . . . . . . . . 13
Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . 13
Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . 14
Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Compensating Interest . . . . . . . . . . . . . . . . . . . . 14
Cooperative . . . . . . . . . . . . . . . . . . . . . . . . . 14
Cooperative Apartment . . . . . . . . . . . . . . . . . . . . 14
Cooperative Lease . . . . . . . . . . . . . . . . . . . . . . 14
Cooperative Loans . . . . . . . . . . . . . . . . . . . . . . 14
Cooperative Stock . . . . . . . . . . . . . . . . . . . . . . 14
Cooperative Stock Certificate . . . . . . . . . . . . . . . . 14
Corporate Trust Office. . . . . . . . . . . . . . . . . . . . 14
Credit Support Depletion Date . . . . . . . . . . . . . . . . 15
Curtailment . . . . . . . . . . . . . . . . . . . . . . . . . 15
Curtailment Shortfall . . . . . . . . . . . . . . . . . . . . 15
Custodial Account for P&I . . . . . . . . . . . . . . . . . . 15
Custodial Account for Reserves. . . . . . . . . . . . . . . . 15
Custodial Agreement . . . . . . . . . . . . . . . . . . . . . 15
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Cut-Off Date. . . . . . . . . . . . . . . . . . . . . . . . . 16
Definitive Certificates . . . . . . . . . . . . . . . . . . . 16
Depositary Agreement. . . . . . . . . . . . . . . . . . . . . 16
Destroyed Mortgage Note . . . . . . . . . . . . . . . . . . . 16
Determination Date. . . . . . . . . . . . . . . . . . . . . . 16
Disqualified Organization . . . . . . . . . . . . . . . . . . 16
Distribution Date . . . . . . . . . . . . . . . . . . . . . . 16
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
DTC Participant . . . . . . . . . . . . . . . . . . . . . . . 16
Due Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Eligible Institution. . . . . . . . . . . . . . . . . . . . . 16
Eligible Investments. . . . . . . . . . . . . . . . . . . . . 16
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Event of Default. . . . . . . . . . . . . . . . . . . . . . . 18
ii
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PAGE
Excess Liquidation Proceeds . . . . . . . . . . . . . . . . . 18
FDIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
FHA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
FHLB. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
FHLMC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Final Maturity Date . . . . . . . . . . . . . . . . . . . . . 18
Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
FNMA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Fraud Coverage. . . . . . . . . . . . . . . . . . . . . . . . 18
Fraud Coverage Initial Amount . . . . . . . . . . . . . . . . 18
Fraud Loss. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Indirect DTC Participants . . . . . . . . . . . . . . . . . . 19
Insurance Proceeds. . . . . . . . . . . . . . . . . . . . . . 19
Interest Distribution Amount. . . . . . . . . . . . . . . . . 19
Investment Account. . . . . . . . . . . . . . . . . . . . . . 19
Investment Depository . . . . . . . . . . . . . . . . . . . . 19
Junior Subordinate Certificates . . . . . . . . . . . . . . . 19
Lender. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Liquidated Mortgage Loan. . . . . . . . . . . . . . . . . . . 19
Liquidation Principal . . . . . . . . . . . . . . . . . . . . 19
Liquidation Proceeds. . . . . . . . . . . . . . . . . . . . . 20
Loan-to-Value Ratio . . . . . . . . . . . . . . . . . . . . . 20
Lockout Percentage. . . . . . . . . . . . . . . . . . . . . . 20
Master Servicer . . . . . . . . . . . . . . . . . . . . . . . 20
Master Servicing Fee. . . . . . . . . . . . . . . . . . . . . 20
Monthly P&I Advance . . . . . . . . . . . . . . . . . . . . . 20
Monthly Payment . . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage File . . . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage Interest Rate. . . . . . . . . . . . . . . . . . . . 22
Mortgage Loan Schedule. . . . . . . . . . . . . . . . . . . . 22
Mortgage Loans. . . . . . . . . . . . . . . . . . . . . . . . 23
Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . 23
Mortgage Pool . . . . . . . . . . . . . . . . . . . . . . . . 23
Mortgaged Property. . . . . . . . . . . . . . . . . . . . . . 23
Mortgagor . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Nonrecoverable Advance. . . . . . . . . . . . . . . . . . . . 23
Non-U.S. Person . . . . . . . . . . . . . . . . . . . . . . . 23
OTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Officer's Certificate . . . . . . . . . . . . . . . . . . . . 23
Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . 24
Original Value. . . . . . . . . . . . . . . . . . . . . . . . 24
Ownership Interest. . . . . . . . . . . . . . . . . . . . . . 24
Pass-Through Entity . . . . . . . . . . . . . . . . . . . . . 24
Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . 24
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . 24
Payoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Payoff Earnings . . . . . . . . . . . . . . . . . . . . . . . 24
iii
<PAGE>
PAGE
Payoff Interest . . . . . . . . . . . . . . . . . . . . . . . 24
Payoff Period . . . . . . . . . . . . . . . . . . . . . . . . 25
Percentage Interest . . . . . . . . . . . . . . . . . . . . . 25
Permitted Transferee. . . . . . . . . . . . . . . . . . . . . 25
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Premium Rate Mortgage Loans . . . . . . . . . . . . . . . . . 26
Prepaid Monthly Payment . . . . . . . . . . . . . . . . . . . 26
Primary Insurance Policy. . . . . . . . . . . . . . . . . . . 26
Principal Balance . . . . . . . . . . . . . . . . . . . . . . 26
Principal Payment . . . . . . . . . . . . . . . . . . . . . . 26
Principal Payment Amount. . . . . . . . . . . . . . . . . . . 26
Principal Prepayment. . . . . . . . . . . . . . . . . . . . . 27
Principal Prepayment Amount . . . . . . . . . . . . . . . . . 27
Prior Period. . . . . . . . . . . . . . . . . . . . . . . . . 27
Pro Rata Allocation . . . . . . . . . . . . . . . . . . . . . 27
Purchase Obligation . . . . . . . . . . . . . . . . . . . . . 27
Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . 27
Qualified Insurer . . . . . . . . . . . . . . . . . . . . . . 27
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . 27
Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Realized Loss . . . . . . . . . . . . . . . . . . . . . . . . 28
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . 28
Regular Interest Certificates . . . . . . . . . . . . . . . . 28
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
REMIC Provisions. . . . . . . . . . . . . . . . . . . . . . . 29
Remittance Rate . . . . . . . . . . . . . . . . . . . . . . . 29
Residual Certificates . . . . . . . . . . . . . . . . . . . . 29
Residual Distribution Amount. . . . . . . . . . . . . . . . . 29
Responsible Officer . . . . . . . . . . . . . . . . . . . . . 29
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Securities Act. . . . . . . . . . . . . . . . . . . . . . . . 29
Security Agreement. . . . . . . . . . . . . . . . . . . . . . 29
Selling and Servicing Contract. . . . . . . . . . . . . . . . 29
Senior Certificates . . . . . . . . . . . . . . . . . . . . . 29
Senior Liquidation Amount . . . . . . . . . . . . . . . . . . 29
Senior Percentage . . . . . . . . . . . . . . . . . . . . . . 30
Senior Prepayment Percentage. . . . . . . . . . . . . . . . . 30
Senior Principal Distribution Amount. . . . . . . . . . . . . 31
Senior Subordinate Certificates . . . . . . . . . . . . . . . 31
Servicer. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . 31
Servicing Officer . . . . . . . . . . . . . . . . . . . . . . 31
Special Hazard Coverage . . . . . . . . . . . . . . . . . . . 31
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Special Hazard Coverage Initial Amount. . . . . . . . . . . . 32
Special Hazard Loss . . . . . . . . . . . . . . . . . . . . . 32
Step Down Percentage. . . . . . . . . . . . . . . . . . . . . 32
Stripped Interest Rate. . . . . . . . . . . . . . . . . . . . 32
Subordinate Certificates. . . . . . . . . . . . . . . . . . . 32
Subordinate Liquidation Amount. . . . . . . . . . . . . . . . 32
Subordinate Percentage. . . . . . . . . . . . . . . . . . . . 33
Subordinate Prepayment Percentage . . . . . . . . . . . . . . 33
Subordinate Principal Distribution Amount . . . . . . . . . . 33
Subordination Level . . . . . . . . . . . . . . . . . . . . . 33
Substitute Mortgage Loan. . . . . . . . . . . . . . . . . . . 33
Tax Matters Person. . . . . . . . . . . . . . . . . . . . . . 33
Termination Date. . . . . . . . . . . . . . . . . . . . . . . 34
Termination Payment . . . . . . . . . . . . . . . . . . . . . 34
Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Transferee. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Transferee Affidavit and Agreement. . . . . . . . . . . . . . 34
Trust Fund. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Uncollected Interest. . . . . . . . . . . . . . . . . . . . . 34
Uncompensated Interest Shortfall. . . . . . . . . . . . . . . 34
Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . 34
Underwriting Standards. . . . . . . . . . . . . . . . . . . . 34
Uninsured Cause . . . . . . . . . . . . . . . . . . . . . . . 35
U.S. Person . . . . . . . . . . . . . . . . . . . . . . . . . 35
VA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Withdrawal Date . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE II
CONVEYANCE OF THE TRUST FUND; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE TRUST FUND; REMIC ELECTION AND DESIGNATIONS. 35
Section 2.02. ACCEPTANCE BY TRUSTEE . . . . . . . . . . . . . . . . . . . . 39
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . . . . . 41
Section 2.04. AUTHENTICATION OF THE CERTIFICATES. . . . . . . . . . . . . . 45
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER . . . . . . . . . . . . 45
Section 3.02. CUSTODIAL ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . 46
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS. . . . . . . . . 47
Section 3.04. THE CERTIFICATE ACCOUNT . . . . . . . . . . . . . . . . . . . 48
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND CUSTODIAL
ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE BUYDOWN FUND
ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER. . . . . . . . . . . . . . . . . . . . . . . . . . 50
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Section 3.07. MAINTENANCE OF HAZARD INSURANCE . . . . . . . . . . . . . . . 50
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS . . 51
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS . . . . . . . . . . 52
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES . . . . . . . 53
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS . . . . 54
Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT . . . . 54
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE . . . . . . . . . . . . . . 54
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . . . . . 55
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS" SERVICING REPORT. . . 55
Section 3.16. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 3.17. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 3.18. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 3.19. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 3.20. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING CONTRACTS
BY TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . 55
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. DISTRIBUTIONS TO CERTIFICATEHOLDERS . . . . . . . . . . . . . 56
Section 4.02. STATEMENTS TO CERTIFICATEHOLDERS. . . . . . . . . . . . . . . 57
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO THE
TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 4.04. NONRECOVERABLE ADVANCES.. . . . . . . . . . . . . . . . . . . 59
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . 59
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF PRINCIPAL
AND INTEREST AUTHORIZED DENOMINATIONS . . . . . . . . . . . . 64
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES . . . . 65
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES . . . . . . 65
Section 5.05. PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . . . . 66
Section 5.06. TEMPORARY CERTIFICATES. . . . . . . . . . . . . . . . . . . . 66
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES. . . . . . . . . . . . 66
Section 5.08. NOTICES TO CLEARING AGENCY. . . . . . . . . . . . . . . . . . 67
Section 5.09. DEFINITIVE CERTIFICATES . . . . . . . . . . . . . . . . . . . 67
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES . . . . . . . . . . . . . 68
vi
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER. . . . . . . 68
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE
MASTER SERVICER . . . . . . . . . . . . . . . . . . . . . . . 68
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER
SERVICER AND OTHERS . . . . . . . . . . . . . . . . . . . . . 68
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN . . . . . . . . 69
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . 69
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. . . . . . . . . . . 72
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS. . . . . . . . . . . . . . 73
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE . . . . . . . . . . . . 74
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS . . . . 75
Section 8.04. TRUSTEE MAY OWN CERTIFICATES. . . . . . . . . . . . . . . . . 75
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES. . . . 75
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. . . . . . . . . . . . . 76
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. . . . . . . . . . . . . . 76
Section 8.08. SUCCESSOR TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 76
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. . . . . . . . . . . . . . 77
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE . . . . . . . . 77
Section 8.11. AUTHENTICATING AGENTS . . . . . . . . . . . . . . . . . . . . 78
Section 8.12. PAYING AGENTS . . . . . . . . . . . . . . . . . . . . . . . . 79
ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR
LIQUIDATION OF ALL MORTGAGE LOANS . . . . . . . . . . . . . . 80
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS . . . . . . . . . . . . . 81
Section 9.03. TRUST IRREVOCABLE . . . . . . . . . . . . . . . . . . . . . . 82
vii
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 10.02. RECORDATION OF AGREEMENT. . . . . . . . . . . . . . . . . . . 83
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. . . . . . . . . . 83
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. . . . . . . . . . . . . 84
Section 10.05. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 10.06. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 10.07. SEVERABILITY OF PROVISIONS. . . . . . . . . . . . . . . . . . 85
Section 10.08. COUNTERPART SIGNATURES. . . . . . . . . . . . . . . . . . . . 85
Section 10.09. BENEFITS OF AGREEMENT . . . . . . . . . . . . . . . . . . . . 85
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.. . . . . . . . . . . . . 85
viii
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EXHIBITS
Exhibit A -- Forms of Certificates
Exhibit B -- Form of Residual Certificates
Exhibit C -- [Reserved.]
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Form of Selling and Servicing Contract
Exhibit F -- Form of Transferor Certificate for Class B-4, Class B-5 and Class
B-6 Certificates
Exhibit G -- Form of Transferee"s Certificate for Class B-4, Class B-5 and
Class B-6 Certificates
Exhibit H -- [Reserved.]
Exhibit I -- Form of Transferor Certificate
Exhibit J -- Form of Transferee Affidavit and Agreement
Exhibit K -- Form of Additional Matter Incorporated into the Form of the
Certificates
Exhibit L -- Form of Rule 144A Investment Representation
Exhibit M -- Form of Trustee"s Certificate of Review of Mortgage Loans
Exhibit N -- Schedule of Certain Mortgage Loans With Group Primary Insurance
Policies
ix
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of January 1,
1997 (this "Agreement"), is executed between PNC Mortgage Securities Corp., as
Depositor and Master Servicer (the "Company"), and First Bank National
Association, as Trustee (the "Trustee"). Capitalized terms used in this
Agreement and not otherwise defined have the meanings ascribed to such terms in
Article I hereof.
PRELIMINARY STATEMENT
The Company at the Closing Date is the owner of the Mortgage Loans and the
other property being conveyed by it to the Trustee for inclusion in the Trust
Fund. On the Closing Date, the Company will acquire the Certificates from the
Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage
Loans and certain other assets and will be the owner of the Certificates. The
Company has duly authorized the execution and delivery of this Agreement to
provide for the conveyance to the Trustee of the Mortgage Loans and the issuance
to the Company of the Certificates representing in the aggregate the entire
beneficial ownership of the Trust Fund. All covenants and agreements made by the
Company and the Trustee herein with respect to the Mortgage Loans and the other
property constituting the Trust Fund are for the benefit of the Holders from
time to time of the Certificates. The Company is entering into this Agreement,
and the Trustee is accepting the trust created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.
The Certificates issued hereunder, other than the Class B-4, Class B-5 and
Class B-6 Certificates, have been offered for sale pursuant to a Prospectus,
dated November 21, 1996, and a Prospectus Supplement, dated January 23, 1997, of
the Company (together, the "Prospectus"). The Class B-4, Class B-5 and Class B-6
Certificates have been offered for sale pursuant to a Private Placement
Memorandum, dated January 29, 1997. The Trust Fund created hereunder is intended
to be the "Trust" as described in the Prospectus and the Private Placement
Memorandum and the Certificates are intended to be the "Certificates" described
therein. The following table sets forth the designation, type of interest,
Remittance Rate, initial Class Principal Balance and last scheduled Distribution
Date for each Class of Certificates comprising the interests in the Trust Fund
created hereunder:
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INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE(1) BALANCE DISTRIBUTION DATE*
Class A-1 Regular 7.750% $97,683,539.00 February 25, 2027
Class A-2 Regular 7.750% 2,000,000.00 February 25, 2027
Class A-3 Regular 7.750% 10,800,000.00 February 25, 2027
Class A-4 Regular 7.950% 7,843,750.00 February 25, 2027
Class A-5 Regular 7.750% 15,000,000.00 February 25, 2027
Class A-6 Regular 7.500% 6,275,000.00 February 25, 2027
Class P Regular (2) 1,474,485.58 February 25, 2027
Class X Regular 7.750%(3) 0.00 February 25, 2027
Class B-1 Regular 7.750% 2,970,000.00 February 25, 2027
Class B-2 Regular 7.750% 1,485,000.00 February 25, 2027
Class B-3 Regular 7.750% 1,485,000.00 February 25, 2027
Class B-4 Regular 7.750% 594,000.00 February 25, 2027
Class B-5 Regular 7.750% 297,000.00 February 25, 2027
Class B-6 Regular 7.750% 594,097.00 February 25, 2027
Class R+ Residual 7.750% 50.00 February 25, 2027
- -----------------
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool (the "latest possible maturity
date" for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations).
+ The Class R Certificates are entitled to receive the Residual Distribution
Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Certificates (other than the Class P
Certificates which will not be entitled to receive distributions of
interest) on each Distribution Date will have accrued during the Prior
Period at the applicable per annum Remittance Rate.
(2) The Class P Certificates will not have a Remittance Rate and will not be
entitled to receive distributions of interest.
(3) The Remittance Rate on the Class X Certificates will be 7.750% per annum.
The Class X Certificates will accrue interest on the Class X Notional
Amount. The Class X Notional Amount as of the Cut-Off Date will be
$5,711,924.69. The Class X Certificates will not be entitled to receive
distributions of principal.
As provided herein, with respect to the Trust Fund, the Company will
cause an election to be made on behalf of the Trust Fund to be treated for
federal income tax purposes as a REMIC. The Certificates (other than the Class R
Certificates) will be designated "regular interests" in the Trust Fund and the
Class R Certificates will be designated the sole class of "residual interests"
in the Trust Fund, for purposes of the REMIC Provisions. As of the Cut-Off Date,
the Mortgage Loans have an aggregate Principal Balance of $148,501,921.58, and
the Certificates have an Aggregate Certificate Principal Balance of
$148,501,921.58.
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W I T N E S S E T H:
WHEREAS, the Company is a corporation duly organized and existing under and
by virtue of the laws of the State of Delaware and has full corporate power and
authority to enter into this Agreement and to undertake the obligations
undertaken by it herein;
WHEREAS, the Company is the owner of the Mortgage Loans identified in the
Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off
Date as stated therein;
WHEREAS, the Company has been duly authorized to create the Trust Fund,
consisting of the Mortgage Loans and certain other property and to sell
undivided beneficial ownership interests in such Trust Fund and in order to do
so is selling the Certificates issued hereunder as hereinafter provided; and
WHEREAS, the Trustee is a national banking association duly organized and
existing under the laws of the United States and has full power and authority to
enter into this Agreement.
NOW, THEREFORE, in order to declare the terms and conditions upon which the
Certificates are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Certificates by the Holders thereof, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time of the Certificates, as follows:
ARTICLE I
Section 1.01. DEFINITIONS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time, the sum of the
then current Class Principal Balances of all Classes of Certificates.
APPRAISED VALUE: The amount set forth in an appraisal made by or for the
mortgage originator in connection with its origination of each Mortgage Loan.
ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11.
AUTHORIZED DENOMINATION: With respect to the Certificates (except the Class
A-2, Class A-3, Class A-5, Class X and Class R Certificates), an initial
Certificate Principal Balance equal to $25,000 and integral multiples of $1 in
excess thereof, except that one Class P Certificate may be issued in a different
amount. With respect to the Class A-2, Class A-3 and Class A-5 Certificates,
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an initial Certificate Principal Balance equal to $1,000 and integral multiples
of $1 in excess thereof. With respect to the Class X Certificates, a Class X
Notional Amount as of the Cut-Off Date equal to $100,000 and integral multiples
of $1 in excess thereof, except that one Certificate of such Class may be issued
in a different amount. With respect to the Class R Certificates, one Certificate
with a Percentage Interest equal to 0.01% and one Certificate with a Percentage
Interest equal to 99.99%.
AVAILABLE DISTRIBUTION AMOUNT: On any Distribution Date, the sum of the
following amounts:
(1) the total amount of all cash received by or on behalf of the
Master Servicer with respect to the Mortgage Loans by the
Determination Date for such Distribution Date and not previously
distributed (including Monthly P&I Advances made by Servicers,
proceeds of Liquidated Mortgage Loans and scheduled amounts of
distributions from Buydown Funds respecting Buydown Loans, if any),
except:
(a) all scheduled payments of principal and
interest collected but due on a date subsequent to
the related Due Date;
(b) all Curtailments received after the Prior
Period (together with any interest payment
received with such prepayments to the extent that
it represents the payment of interest accrued on a
related Mortgage Loan subsequent to the Prior
Period);
(c) all Payoffs received on or after the 15th
day of the month of any such Determination Date
(together with any interest payment received with
such Payoffs to the extent that it represents the
payment of interest accrued on a related Mortgage
Loan subsequent to the Prior Period), and interest
accrued during the period from the 1st to the 14th
day of the month of such Determination Date and
received with Payoffs received during such period,
which interest shall not be included in the
calculation of the Available Distribution Amount
for any Distribution Date;
(d) Insurance Proceeds and Liquidation
Proceeds received after the Prior Period;
(e) all amounts in the Certificate Account
which are due and reimbursable to a Servicer or
the Master Servicer pursuant to the terms of this
Agreement;
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(f) the sum of the Master Servicing Fee and
the Servicing Fee for each Mortgage Loan; and
(g) Excess Liquidation Proceeds;
(2) the sum, to the extent not previously distributed, of the
following amounts, to the extent advanced or received, as applicable,
by the Master Servicer by the Distribution Date:
(a) any Monthly P&I Advance made by the Master Servicer
to the Trustee with respect to such Distribution Date; and
(b) Compensating Interest; and
(3) the total amount, to the extent not previously distributed, of all
cash received by the Distribution Date by the Trustee, in respect of a
Purchase Obligation under Section 2.02 and Section 2.03.
BANKRUPTCY COVERAGE: The Bankruptcy Coverage Initial Amount less (a) any
scheduled or permissible reduction in the amount of Bankruptcy Coverage pursuant
to this definition and (b) Bankruptcy Losses allocated to the Certificates.
Bankruptcy Coverage may be reduced upon written confirmation from the Rating
Agency that such reduction will not adversely affect the then current ratings
assigned to the Certificates by the Rating Agency.
BANKRUPTCY COVERAGE INITIAL AMOUNT: $100,000.
BANKRUPTCY LOSS: A loss on a Mortgage Loan arising out of (i) a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a case under the United States Bankruptcy Code, other than any
such reduction that arises out of clause (ii) of this definition of "Bankruptcy
Loss," including, without limitation, any such reduction that results in a
permanent forgiveness of principal, or (ii) with respect to any Mortgage Loan, a
valuation, by a court of competent jurisdiction in a case under such Bankruptcy
Code, of the related Mortgaged Property in an amount less than the then
outstanding Principal Balance of such Mortgage Loan.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any Book-Entry
Certificate as or through a DTC Participant or an Indirect DTC Participant or a
Person holding a beneficial interest in any Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates, beneficial ownership and
transfers of which shall be made through book entries as described in Section
5.07.
BUSINESS DAY: Any day other than a Saturday, a Sunday, or a day on which
banking institutions in Chicago, Illinois or New York, New York are authorized
or obligated by law or executive order to be closed.
BUYDOWN AGREEMENT: An agreement between a Person and a Mortgagor pursuant
to which such Person has provided a Buydown Fund.
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BUYDOWN FUND: A fund provided by the originator of a Mortgage Loan or
another Person with respect to a Buydown Loan which provides an amount
sufficient to subsidize regularly scheduled principal and interest payments due
on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par
values of future payment subsidies, or (ii) funded in an amount less than the
par values of future payment subsidies, and determined by discounting such par
values in accordance with interest accruing on such amounts, in which event they
will be deposited in an account bearing interest. Buydown Funds may be held in a
separate Buydown Fund Account or may be held in a Custodial Account for P&I or a
Custodial Account for Reserves and monitored by a Servicer.
BUYDOWN FUND ACCOUNT: A separate account or accounts created and maintained
pursuant to Section 3.02 (a) with the corporate trust department of the Trustee
or another financial institution approved by the Master Servicer, (b) within
FDIC insured accounts (or other accounts with comparable insurance coverage
acceptable to the Rating Agency) created, maintained and monitored by a Servicer
or (c) in a separate non-trust account without FDIC or other insurance in an
Eligible Institution. Such account or accounts may be non-interest bearing or
may bear interest. In the event that a Buydown Fund Account is established
pursuant to clause (b) of the preceding sentence, amounts held in such Buydown
Fund Account shall not exceed the level of deposit insurance coverage on such
account; accordingly, more than one Buydown Fund Account may be established.
BUYDOWN LOAN: A Mortgage Loan for which the Mortgage Interest Rate has been
subsidized through a Buydown Fund provided at the time of origination of such
Mortgage Loan.
CERTIFICATE: Any one of the Certificates issued pursuant to this Agreement,
executed by the Trustee and authenticated by or on behalf of the Trustee
hereunder in substantially one of the forms set forth in Exhibits A and B
hereto. The additional matter appearing in Exhibit K shall be deemed
incorporated into Exhibits A and B as though set forth at the end of Exhibit A
and at the end of Exhibit B, as applicable.
CERTIFICATE ACCOUNT: The separate trust account created and maintained with
the Trustee, the Investment Depository or any other bank or trust company
acceptable to the Rating Agency which is incorporated under the laws of the
United States or any state thereof pursuant to Section 3.04, which account shall
bear a designation clearly indicating that the funds deposited therein are held
in trust for the benefit of the Trustee on behalf of the Certificateholders or
any other account serving a similar function acceptable to the Rating Agency.
Funds in the Certificate Account may be invested in Eligible Investments and
reinvestment earnings thereon (net of investment losses and Payoff Earnings
applied to Compensating Interest) shall be paid to the Master Servicer as
additional servicing compensation, in the same manner and subject to the same
terms and conditions that apply to the Investment Account under this Agreement.
Funds deposited in the Certificate Account (exclusive of the Master Servicing
Fee) shall be held in trust for the Certificateholders and for the uses and
purposes set forth in Section 3.04, Section 3.05 and Section 4.01.
CERTIFICATE DISTRIBUTION AMOUNT: (I) For any Distribution Date prior to the
Credit Support Depletion Date, the Available Distribution Amount shall be
distributed to the Certificates in the following amounts and priority and to the
extent of the Available Distribution Amount remaining following prior
distributions, if any, on such Distribution Date:
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(i) First, to the Class P Certificates, the aggregate for all
Class P Mortgage Loans of the product for each Class P Mortgage Loan
of the applicable Class P Fraction and the sum of (x) scheduled
payments of principal on such Class P Mortgage Loan due on or before
the related Due Date in respect of which no distribution has been made
on any previous Distribution Date and which were received by the
Determination Date, or which have been advanced as part of a Monthly
P&I Advance with respect to such Distribution Date, (y) the principal
portion received in respect of such Class P Mortgage Loan during the
Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the
amount, if any, of the principal portion of the Purchase Price
pursuant to a Purchase Obligation or any repurchase of a Mortgage Loan
permitted hereunder and (4) Liquidation Proceeds and (z) the principal
portion of Payoffs received in respect of such Class P Mortgage Loan
during the Payoff Period;
(ii) Second, to the Senior Certificates (other than the Class P
Certificates), concurrently, the sum of the Interest Distribution
Amounts for such Classes of Certificates remaining unpaid from
previous Distribution Dates, pro rata according to their respective
shares of such unpaid amounts;
(iii) Third, to the Senior Certificates (other than the Class P
Certificates), concurrently, the sum of the Interest Distribution
Amounts for such Classes of Certificates for the current Distribution
Date, pro rata according to their respective Interest Distribution
Amounts;
(iv) Fourth, to the Senior Certificates (other than the Class P
and Class X Certificates), the Senior Principal Distribution Amount as
follows:
(1) first, concurrently, to the Class A-4 and Class A-6
Certificates, an amount equal to the Class A-4 Principal
Distribution Amount and the Class A-6 Principal Distribution
Amount, respectively, for such Distribution Date, until the
Class A-4 Principal Balance and the Class A-6 Principal
Balance have been reduced to zero, any shortfall to be
allocated pro rata based on the amount each such Class is
entitled to receive as principal pursuant to this paragraph
(I)(iv)(1);
(2) second, to the Class R Certificates, the portion of
the Senior Principal Distribution Amount remaining after the
distributions in paragraph (I)(iv)(1) above, until the Class
R Principal Balance has been reduced to zero;
(3) third, to the Class A-1 Certificates, the portion
of the Senior Principal Distribution Amount remaining after
the distributions in paragraphs (I)(iv)(1) and (I)(iv)(2)
above, until the Class A-1 Principal Balance has been
reduced to zero;
(4) fourth, to the Class A-2 Certificates, the portion
of the Senior Principal Distribution Amount remaining after
the distributions in paragraphs (I)(iv)(1), (I)(iv)(2) and
(I)(iv)(3) above, until the Class A-2 Principal Balance has
been reduced to zero;
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(5) fifth, to the Class A-3 Certificates, the portion
of the Senior Principal Distribution Amount remaining after
the distributions in paragraphs (I)(iv)(1), (I)(iv)(2),
(I)(iv)(3) and (I)(iv)(4) above, until the Class A-3
Principal Balance has been reduced to zero;
(6) sixth, to the Class A-5 Certificates, the portion
of the Senior Principal Distribution Amount remaining after
the distributions in paragraphs (I)(iv)(1), (I)(iv)(2),
(I)(iv)(3), (I)(iv)(4) and (I)(iv)(5) above, until the Class
A-5 Principal Balance has been reduced to zero; and
(7) seventh, to the Class A-4 and A-6 Certificates pro
rata, based upon their respective Class Principal Balances,
the portion of the Senior Principal Distribution Amount
remaining after the distributions in paragraphs (I)(iv)(1),
(I)(iv)(2), (I)(iv)(3), (I)(iv)(4), (I)(iv)(5) and
(I)(iv)(6) above, until the Class Principal Balances of the
Class A-4 and A-6 Certificates have been reduced to zero;
(v) Fifth, to the Class P Certificates, the amount payable to the
Class P Certificates on previous Distribution Dates pursuant to clause
(I)(vi) of this definition of "Certificate Distribution Amount" and
remaining unpaid from such previous Distribution Dates, to the extent
of amounts otherwise available to pay the Subordinate Principal
Distribution Amount (without regard to clause (B) of the definition
thereof) on such Distribution Date;
(vi) Sixth, to the Class P Certificates as principal, an amount
equal to the Class P Fraction of the principal portion of any Realized
Loss on a Class P Mortgage Loan, to the extent of amounts otherwise
available to pay the Subordinate Principal Distribution Amount
(without regard to clause (B) of the definition thereof) on such
Distribution Date, other than a Special Hazard Loss, Fraud Loss or
Bankruptcy Loss in excess of the Special Hazard Coverage, Fraud
Coverage or Bankruptcy Coverage, as applicable; PROVIDED, that any
amounts distributed in respect of losses pursuant to paragraph
(I)(a)(v) or this paragraph (I)(a)(vi) of this definition of
"Certificate Distribution Amount" shall not cause a further reduction
in the Class P Principal Balance;
(vii) Seventh, to the Class B-1 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(viii) Eighth, to the Class B-1 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(ix) Ninth, to the Class B-1 Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B-1 Principal Balance has
been reduced to zero;
(x) Tenth, to the Class B-2 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
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(xi) Eleventh, to the Class B-2 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xii) Twelfth, to the Class B-2 Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B-2 Principal Balance has
been reduced to zero;
(xiii) Thirteenth, to the Class B-3 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xiv) Fourteenth, to the Class B-3 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xv) Fifteenth, to the Class B-3 Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B-3 Principal Balance has
been reduced to zero;
(xvi) Sixteenth, to the Class B-4 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xvii) Seventeenth, to the Class B-4 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xviii) Eighteenth, to the Class B-4 Certificates, the portion of
the Subordinate Principal Distribution Amount allocable to such Class
of Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B-4 Principal Balance has
been reduced to zero;
(xix) Nineteenth, to the Class B-5 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xx) Twentieth, to the Class B-5 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xxi) Twenty-first, to the Class B-5 Certificates, the portion of
the Subordinate Principal Distribution Amount allocable to such Class
of Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B-5 Principal Balance has
been reduced to zero;
(xxii) Twenty-second, to the Class B-6 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xxiii) Twenty-third, to the Class B-6 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
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(xxiv) Twenty-fourth, to the Class B-6 Certificates, the portion
of the Subordinate Principal Distribution Amount allocable to such
Class of Certificates pursuant to the definition of "Subordinate
Principal Distribution Amount" herein, until the Class B-6 Principal
Balance has been reduced to zero; and
(xxv) Twenty-fifth, to the Class R Certificates, the Residual
Distribution Amount for such Distribution Date.
(II) For any Distribution Date on or after the Credit Support Depletion
Date, the Available Distribution Amount shall be distributed to the outstanding
Classes of Certificates in the following amounts and priority and to the extent
of the Available Distribution Amount remaining following prior distributions, if
any, on such Distribution Date:
(i) First, to the Class P Certificates, principal in the amount
that would otherwise be distributed to such Class on such Distribution
Date pursuant to clause (I)(i) of this definition of "Certificate
Distribution Amount";
(ii) Second, to the Senior Certificates, the amount payable to
each such Class of Certificates on prior Distribution Dates pursuant
to clause (I)(ii) or (II)(iii) of this definition of "Certificate
Distribution Amount," and remaining unpaid, pro rata according to such
amount payable to the extent of amounts available;
(iii) Third, to the Senior Certificates, concurrently, the sum of
the Interest Distribution Amounts for such Classes of Certificates for
the current Distribution Date, pro rata according to their respective
Interest Distribution Amounts;
(iv) Fourth, to the Senior Certificates (other than the Class P
Certificates), the Senior Principal Distribution Amount allocated pro
rata according to their respective Class Principal Balances until such
Class Principal Balances have been reduced to zero; and
(v) Fifth, to the Class R Certificates, the Residual
Distribution Amount for such Distribution Date.
CERTIFICATE PRINCIPAL BALANCE: For each Certificate of any Class, the
portion of the related Class Principal Balance, if any, represented by such
Certificate.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register maintained and
the registrar appointed, respectively, pursuant to Section 5.03.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Company, the Master Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest evidenced thereby shall
not be taken into account in determining whether the requisite percentage of
Percentage Interests necessary to effect any such consent has been obtained;
provided, that the Trustee may conclusively rely upon an Officer's Certificate
to determine whether any Person is an affiliate of the Company or the Master
Servicer.
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CLASS: All Certificates having the same priority and rights to payments
from the Available Distribution Amount, designated as a separate Class, as set
forth in the forms of Certificates attached hereto as Exhibits A and B. Each
Class shall be entitled to receive the amounts allocated to such Class pursuant
to the definition of "Certificate Distribution Amount" only to the extent of the
Available Distribution Amount for such Distribution Date remaining after
distributions in accordance with prior clauses of the definition of "Certificate
Distribution Amount."
CLASS A CERTIFICATES: The Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-6 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 ADJUSTED PERCENTAGE: For any Distribution Date, the product of
the Class A-4 Percentage and the Lockout Percentage.
CLASS A-4 CERTIFICATES: The Certificates designated as "Class A-4" on the
face thereof in substantially the form attached hereto as Exhibit A-4.
CLASS A-4 LIQUIDATION AMOUNT: The aggregate of, for each Mortgage Loan
which became a Liquidated Mortgage Loan during the applicable Prior Period, the
lesser of (i) the Class A-4 Percentage of the Principal Balance of such Mortgage
Loan (exclusive of the Class P Fraction thereof, if applicable) and (ii) the
Class A-4 Percentage on any Distribution Date occurring prior to the fifth
anniversary of the first Distribution Date, and the Class A-4 Prepayment
Percentage on any Distribution Date thereafter, in each case, of the Liquidation
Principal with respect to such Mortgage Loan.
CLASS A-4 PERCENTAGE: For any Distribution Date, the Class A-4 Principal
Balance divided by the Aggregate Certificate Principal Balance (reduced by the
Class P Principal Balance), in each case, immediately prior to such Distribution
Date.
CLASS A-4 PREPAYMENT PERCENTAGE: For any Distribution Date, the product of
(a) the Class A-4 Percentage for such Distribution Date and (b) the applicable
Step Down Percentage.
CLASS A-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Class A-4 Adjusted Percentage of the
Principal Payment Amount (exclusive of the portion thereof attributable to
principal distributions to the Class P Certificates pursuant to clause (I)(i) of
the definition of "Certificate Distribution Amount"), (ii) the Class A-4
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion thereof attributable to principal distributions to the Class P
Certificates pursuant to clause (I)(i) of the definition of "Certificate
Distribution Amount"), and (iii) the Class A-4 Liquidation Amount.
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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 ADJUSTED PERCENTAGE: For any Distribution Date, the product of
the Class A-6 Percentage and the Lockout Percentage.
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-6 LIQUIDATION AMOUNT: The aggregate of, for each Mortgage Loan
which became a Liquidated Mortgage Loan during the applicable Prior Period, the
lesser of (i) the Class A-6 Percentage of the Principal Balance of such Mortgage
Loan (exclusive of the Class P Fraction thereof, if applicable) and (ii) the
Class A-6 Percentage on any Distribution Date occurring prior to the fifth
anniversary of the first Distribution Date, and the Class A-6 Prepayment
Percentage on any Distribution Date thereafter, in each case, of the Liquidation
Principal with respect to such Mortgage Loan.
CLASS A-6 PERCENTAGE: For any Distribution Date, the Class A-6 Principal
Balance divided by the Aggregate Certificate Principal Balance (reduced by the
Class P Principal Balance), in each case, immediately prior to such Distribution
Date.
CLASS A-6 PREPAYMENT PERCENTAGE: For any Distribution Date, the product of
(a) the Class A-6 Percentage for such Distribution Date and (b) the applicable
Step Down Percentage.
CLASS A-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Class A-6 Adjusted Percentage of the
Principal Payment Amount (exclusive of the portion thereof attributable to
principal distributions to the Class P Certificates pursuant to clause (I)(i) of
the definition of "Certificate Distribution Amount"), (ii) the Class A-6
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion thereof attributable to principal distributions to the Class P
Certificates pursuant to clause (I)(i) of the definition of "Certificate
Distribution Amount"), and (iii) the Class A-6 Liquidation Amount.
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates, collectively.
CLASS B-1 CERTIFICATES: The Certificates designated as "Class B-1" on the
face thereof in substantially the form attached hereto as Exhibit A-9.
CLASS B-2 CERTIFICATES: The Certificates designated as "Class B-2" on the
face thereof in substantially the form attached hereto as Exhibit A-10.
CLASS B-3 CERTIFICATES: The Certificates designated as "Class B-3" on the
face thereof in substantially the form attached hereto as Exhibit A-11.
CLASS B-4 CERTIFICATES: The Certificates designated as "Class B-4" on the
face thereof in substantially the form attached hereto as Exhibit A-12.
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CLASS B-5 CERTIFICATES: The Certificates designated as "Class B-5" on the
face thereof in substantially the form attached hereto as Exhibit A-13.
CLASS B-6 CERTIFICATES: The Certificates designated as "Class B-6" on the
face thereof in substantially the form attached hereto as Exhibit A-14.
CLASS P CERTIFICATES: The Certificates designated as "Class P" on the face
thereof in substantially the form attached hereto as Exhibit A-7.
CLASS P FRACTION: For each Class P Mortgage Loan, a fraction, the numerator
of which is 7.750% less the Pass-Through Rate on such Class P Mortgage Loan and
the denominator of which is 7.750%.
CLASS P MORTGAGE LOAN: Any Mortgage Loan with a Pass-Through Rate of less
than 7.750% per annum.
CLASS PRINCIPAL BALANCE: For any Class of Certificates, the applicable
Initial Class Principal Balance therefor set forth in the Preliminary Statement
hereto, corresponding to the rights of such Class in payments of principal due
to be passed through to Certificateholders from principal payments on the
Mortgage Loans, as reduced from time to time by (x) distributions of principal
to Certificateholders of such Class and (y) the portion of Realized Losses
allocated to the Class Principal Balance of such Class pursuant to the
definition of "Realized Loss" with respect to a given Distribution Date. For any
Distribution Date, the reduction of the Class Principal Balance of any Class of
Certificates pursuant to the definition of "Realized Loss" shall be deemed
effective prior to the determination and distribution of principal on such Class
pursuant to the definition of "Certificate Distribution Amount." Notwithstanding
the foregoing, any amounts distributed in respect of losses pursuant to
paragraphs (I)(v) or (I)(vi) of the definition of "Certificate Distribution
Amount" shall not cause a further reduction in the Class P Principal Balance.
The Class Principal Balance for the Class A-1 Certificates shall be referred to
as the "Class A-1 Principal Balance," the Class Principal Balance for the Class
A-2 Certificates shall be referred to as the "Class A-2 Principal Balance" and
so on. The Class X Principal Balance shall be zero.
CLASS R CERTIFICATES: The Certificates designated as "Class R" on the face
thereof in substantially the form attached hereto as Exhibit B, which have been
designated as the single class of "residual interests" in the Trust Fund
pursuant to Section 2.01.
CLASS X CERTIFICATES: The Certificates designated as "Class X" on the face
thereof in substantially the form attached hereto as Exhibit A-8.
CLASS X NOTIONAL AMOUNT: For any Distribution Date, the product of (x) the
aggregate scheduled principal balance, as of the second preceding Due Date after
giving effect to payments scheduled to be received as of such Due Date, whether
or not received, or with respect to the initial Distribution Date, as of the
Cut-Off Date, of the Premium Rate Mortgage Loans and (y) a fraction, the
numerator of which is the weighted average of the Stripped Interest Rates for
the Premium Rate Mortgage Loans as of such Due Date and the denominator of which
is 7.750%.
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.
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CLOSING DATE: January 29, 1997, which is the date of settlement of the sale
of the Certificates to the original purchasers thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMPANY: PNC Mortgage Securities Corp., a Delaware corporation, or its
successor-in-interest.
COMPENSATING INTEREST: For any Distribution Date, the lesser of (i) the sum
of (a) the aggregate Master Servicing Fee, (b) Payoff Earnings and (c) aggregate
Payoff Interest and (ii) aggregate Uncollected Interest.
COOPERATIVE: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
COOPERATIVE LOANS: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
CORPORATE TRUST OFFICE: The corporate trust office of the Trustee in the
State of Minnesota, at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at 180 East 5th Street, SPFT0210,
St. Paul, MN 55101, Attention: Structured Finance.
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CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
aggregate of the Class Principal Balances of the Class B Certificates has been
or will be reduced to zero as a result of principal distributions thereon and
the allocation of Realized Losses on such Distribution Date.
CURTAILMENT: Any payment of principal on a Mortgage Loan, made by or on
behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly
Payment or a Payoff, which is applied to reduce the outstanding Principal
Balance of the Mortgage Loan.
CURTAILMENT SHORTFALL: With respect to any Curtailment applied with a
Monthly Payment other than a Prepaid Monthly Payment, an amount equal to one
month's interest on such Curtailment at the applicable Pass-Through Rate on
such Mortgage Loan.
CUSTODIAL ACCOUNT FOR P&I: The Custodial Account for Principal and Interest
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Trustee or another financial institution approved by the Master Servicer
such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the applicable Servicer and of any creditors or depositors of the
institution in which such account is maintained, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to the
Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. In the event that a Custodial Account for P&I is established
pursuant to clause (b) of the preceding sentence, amounts held in such Custodial
Account for P&I shall not exceed the level of deposit insurance coverage on such
account; accordingly, more than one Custodial Account for P&I may be
established. Any amount that is at any time not protected or insured in
accordance with the first sentence of this definition of "Custodial Account for
P&I" shall promptly be withdrawn from such Custodial Account for P&I and be
remitted to the Investment Account.
CUSTODIAL ACCOUNT FOR RESERVES: The Custodial Account for Reserves
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Trustee or another financial institution approved by the Master Servicer
such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the applicable Servicer and of any creditors or depositors of the
institution in which such account is maintained, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to the
Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. In the event that a Custodial Account for Reserves is established
pursuant to clause (b) of the preceding sentence, amounts held in such 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.
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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: January 1, 1997.
DEFINITIVE CERTIFICATES: As defined in Section 5.07.
DEPOSITARY AGREEMENT: The Letter of Representations, dated January 29, 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 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 February 25, 1997.
DTC: The Depository Trust Company.
DTC PARTICIPANT: A broker, dealer, bank, other financial institution or
other Person for whom DTC effects book-entry transfers and pledges of securities
deposited with DTC.
DUE DATE: The first day of each calendar month, which is the day on which
the Monthly Payment for each Mortgage Loan is due.
ELIGIBLE INSTITUTION: An institution having (i) the highest short-term debt
rating, and one of the two highest long-term debt ratings of the Rating Agency,
(ii) with respect to any Custodial Account for P&I and special Custodial Account
for Reserves, an unsecured long-term debt rating of at least one of the two
highest unsecured long-term debt ratings of the Rating Agency, (iii) with
respect to any Buydown Fund Account or Custodial Account which also serves as a
Buydown Fund Account, the highest unsecured long-term debt rating by the Rating
Agency, or (iv) the approval of the Rating Agency. Such institution may be the
Servicer if the applicable Selling and Servicing Contract requires the Servicer
to provide the Master Servicer with written notice on the Business Day following
the date on which the Servicer determines that such Servicer's short-term debt
and unsecured long-term debt ratings fail to meet the requirements of the prior
sentence.
ELIGIBLE INVESTMENTS: Any one or more of the obligations or securities
listed below in which funds deposited in the reserve fund, if any, the
Investment Account, the Certificate Account, the Custodial Account for P&I and
the Custodial Account for Reserves may be invested:
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(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 funds have the
highest rating available for such securities from the Rating Agency or
which have been designated in writing by the Rating Agency as Eligible
Investments; and
(viii) Such other instruments as shall not affect the Ratings;
PROVIDED, HOWEVER, that such obligation or security is held for a temporary
period pursuant to Section 1.860G-2(g)(1) of the Treasury Regulations, and that
such period can in no event exceed thirteen months.
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In no event shall an instrument be an Eligible Investment if such
instrument (a) evidences a right to receive only interest payments with respect
to the obligations underlying such instrument or (b) has been purchased at a
price greater than the outstanding principal balance of such instrument.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
EVENT OF DEFAULT: Any event of default as specified in Section 7.01.
EXCESS LIQUIDATION PROCEEDS: With respect to any Distribution Date, the
excess, if any, of aggregate Liquidation Proceeds in the preceding month over
the amount that would have been received if a Payoff had been made on the last
day of such month with respect to each Mortgage Loan which became a Liquidated
Mortgage Loan during such month.
FDIC: Federal Deposit Insurance Corporation, or any successor thereto.
FHA: Federal Housing Administration, or any successor thereto.
FHLB: Federal Home Loan Bank of San Francisco, or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, or any successor thereto.
FINAL MATURITY DATE: February 25, 2027.
FITCH: Fitch Investors Service, L.P., provided that at any time it be a
Rating Agency.
FNMA: Federal National Mortgage Association, or any successor thereto.
FRAUD COVERAGE: During the period prior to the first anniversary of the
Cut-Off Date, the Fraud Coverage Initial Amount reduced by Fraud Losses
allocated to the Certificates; during the period from the first anniversary of
the Cut-Off Date to (but not including) the fifth anniversary of the Cut-Off
Date, the amount of the Fraud Coverage on the most recent previous anniversary
of the Cut-Off Date (calculated in accordance with the second sentence of this
definition) reduced by Fraud Losses allocated to the Certificates since such
anniversary; and during the period on and after the fifth anniversary of the
Cut-Off Date, Fraud Coverage will be zero. On each anniversary of the Cut-Off
Date, Fraud Coverage shall be reduced to the lesser of (i) on the first, second,
third, and fourth anniversaries of the Cut-Off Date, 1.0% of the aggregate
principal balance of the Mortgage Loans as of the Due Date in the preceding
month and (ii) the excess of the Fraud Coverage Initial Amount over cumulative
Fraud Losses allocated to the Certificates to date. Fraud Coverage may be
reduced upon written confirmation from the Rating Agency that such reduction
will not adversely affect the then current ratings assigned to the Certificates
by the Rating Agency.
FRAUD COVERAGE INITIAL AMOUNT: $2,970,038.
FRAUD LOSS: The occurrence of a loss on a Mortgage Loan arising from any
action, event or state of facts with respect to such Mortgage Loan which,
because it involved or arose out of any dishonest, fraudulent, criminal,
negligent or knowingly wrongful act, error or omission by the Mortgagor,
originator (or assignee thereof) of such Mortgage Loan, Lender, a Servicer or
the
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Master Servicer, would result in an exclusion from, denial of, or defense to
coverage which otherwise would be provided by a Primary Insurance Policy.
INDIRECT DTC PARTICIPANTS: Entities such as banks, brokers, dealers or
trust companies, that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly.
INSURANCE PROCEEDS: Amounts paid or payable by the insurer under any
Primary Insurance Policy or any other insurance policy (including any
replacement policy permitted under this Agreement) covering any Mortgage Loan or
Mortgaged Property, including, without limitation, any hazard insurance policy
required pursuant to Section 3.07, any title insurance policy required pursuant
to Section 2.03, and any FHA insurance policy or VA guaranty.
INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for any Class of
Certificates, the amount of interest accrued on the respective Class Principal
Balance or, with respect to the Class X Certificates, the Class X Notional
Amount, at 1/12th of the related Remittance Rate for such Class during the Prior
Period, before giving effect to allocations of Realized Losses for the Prior
Period or distributions to be made on such Distribution Date, reduced by
Uncompensated Interest Shortfall and the interest portion of Realized Losses
allocated to such Class pursuant to the definitions of "Uncompensated Interest
Shortfall" and "Realized Loss," respectively. The Interest Distribution Amount
for the Class P Certificates on any Distribution Date shall equal zero.
INVESTMENT ACCOUNT: The commingled account (which shall be commingled only
with investment accounts related to series of pass-through certificates with a
class of certificates which has a rating equal to the highest of the Ratings of
the Certificates) maintained by the Master Servicer in the trust department of
the Investment Depository pursuant to Section 3.03 and which bears a designation
acceptable to the Rating Agency.
INVESTMENT DEPOSITORY: Chemical Bank, New York, New York or another bank or
trust company designated from time to time by the Master Servicer. The
Investment Depository shall at all times be an Eligible Institution.
JUNIOR SUBORDINATE CERTIFICATES: The Class B-4, Class B-5 and Class B-6
Certificates, collectively.
LENDER: An institution from which the Company purchased any Mortgage Loan
pursuant to a Selling and Servicing Contract.
LIQUIDATED MORTGAGE LOAN: A Mortgage Loan as to which the Master Servicer
or the applicable Servicer has determined in accordance with its customary
servicing practices that all amounts which it expects to recover from or on
account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation
Proceeds or otherwise have been recovered. For purposes of this definition,
acquisition of a Mortgaged Property by the Trust Fund shall not constitute final
liquidation of the related Mortgage Loan.
LIQUIDATION PRINCIPAL: The principal portion of Liquidation Proceeds
received (exclusive of the portion thereof attributable to distributions to the
Class P Certificates pursuant to clause (I)(i) of the definition of "Certificate
Distribution Amount" herein) with respect to each Mortgage Loan
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which became a Liquidated Mortgage Loan (but not in excess of the principal
balance thereof) during the Prior Period.
LIQUIDATION PROCEEDS: Amounts after deduction of amounts reimbursable under
Section 3.05(a)(i) and (ii) received and retained in connection with the
liquidation of defaulted Mortgage Loans, whether through foreclosure or
otherwise, other than Insurance Proceeds.
LOAN-TO-VALUE RATIO: The original principal amount of a Mortgage Loan
divided by the Original Value; however, references to "current Loan-to-Value
Ratio" shall mean the then current Principal Balance of a Mortgage Loan divided
by the Original Value.
LOCKOUT PERCENTAGE: For any Distribution Date occurring prior to the
Distribution Date in February 2002, 0%; and for any Distribution Date occurring
on or after the Distribution Date in February 2002, 100%
MASTER SERVICER: The Company, or any successor Master Servicer appointed as
provided pursuant to Section 7.02, acting to service and administer the Mortgage
Loans pursuant to Section 3.01.
MASTER SERVICING FEE: The fee charged by the Master Servicer for
supervising the mortgage servicing and advancing certain expenses, equal to a
per annum rate set forth for each Mortgage Loan in Exhibit D on the outstanding
Principal Balance of such Mortgage Loan, payable monthly from the Certificate
Account.
MONTHLY P&I ADVANCE: An advance of funds by the Master Servicer pursuant to
Section 4.03 or a Servicer pursuant to its Selling and Servicing Contract to
cover delinquent principal and interest installments.
MONTHLY PAYMENT: The scheduled payment of principal and interest on a
Mortgage Loan (including any amounts due from a Buydown Fund, if any) which is
due on the related Due Date for such Mortgage Loan.
MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note.
MORTGAGE FILE: The following documents or instruments with respect to each
Mortgage Loan transferred and assigned pursuant to Section 2.01, (X) with
respect to each Mortgage Loan that is not a Cooperative Loan:
(i) The original Mortgage Note endorsed to "First Bank National
Association, as Custodian/Trustee, without recourse" or to "First Bank
National Association, as trustee for the benefit of the Holders from
time to time of PNC Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1997-1, 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
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to in Section (iii)(2) of this definition of "Mortgage File" are endorsed
or executed in blank as of the Closing Date, the Company shall, within 45
days of the Closing Date, cause such Mortgage Notes or assignments to be
endorsed or executed pursuant to the terms set forth herein;
(ii) The Buydown Agreement, if applicable;
(iii) A Mortgage that is either
(1) the original recorded Mortgage with recording
information thereon for the jurisdiction in which the
Mortgaged Property is located, together with a Mortgage
assignment thereof in recordable form to "First Bank
National Association, as Custodian/Trustee" or to "First
Bank National Association, as Trustee for the Holders of PNC
Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1997-1" and all intervening assignments
evidencing a complete chain of assignment, from the
originator to the name holder or the payee endorsing the
related Mortgage Note; or
(2) a copy of the Mortgage which represents a true and
correct reproduction of the original Mortgage and which has
either been certified (i) on the face thereof by the public
recording office in the appropriate jurisdiction in which
the Mortgaged Property is located, or (ii) by the originator
or Lender as a true and correct copy the original of which
has been sent for recordation and an original Mortgage
assignment thereof duly executed and acknowledged in
recordable form to "First Bank National Association, as
Custodian/Trustee" or to "First Bank National Association,
as Trustee for the Holders of PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1997-1" and all
intervening assignments evidencing a complete chain of
assignment from the originator to the name holder or the
payee endorsing the related Mortgage Note;
(iv) A copy of (a) the title insurance policy, or (b) in lieu
thereof, a title insurance binder, a copy of an attorney's title
opinion, certificate or other evidence of title acceptable to the
Company;
(v) For any Mortgage Loan for which a Primary Insurance Policy is
in effect as of the Cut-Off Date, as shown on the Mortgage Loan
Schedule, and except for those Mortgage Loans identified in Exhibit N
hereto, if any, an original commitment for, or certificate of, primary
insurance issued by the applicable insurer; and
(vi) For any Mortgage Loan that has been modified or amended, the
original instrument or instruments effecting such modification or
amendment.
and (Y) with respect to each Cooperative Loan:
(i) the original Mortgage Note endorsed to "First Bank National
Association, as Custodian/Trustee" or to "First Bank National
Association, as Trustee for the Holders
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of PNC Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series
1997-1" and all intervening endorsements evidencing a complete chain of
endorsements, from the originator to the Trustee, or, in the event of any
Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage
Note, together with an original lost note affidavit from the originator of
the related Mortgage Loan or the Company stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;
(ix) An executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative Loans;
and
(x) For any Cooperative Loan that has been modified or amended,
the original instrument or instruments effecting such modification or
amendment.
MORTGAGE INTEREST RATE: For any Mortgage Loan, the per annum rate at which
interest accrues on such Mortgage Loan pursuant to the terms of the related
Mortgage Note.
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:
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(i) its loan number,
(ii) the address of the Mortgaged Property,
(iii) the name of the Mortgagor,
(iv) the Original Value of the property subject to the Mortgage,
(v) the Principal Balance as of the Cut-Off Date,
(vi) the Mortgage Interest Rate borne by the Mortgage Note,
(vii) whether a Primary Insurance Policy is in effect as of the
Cut-Off Date,
(viii) the maturity of the Mortgage Note, and
(ix) the Servicing Fee and Master Servicing Fee.
MORTGAGE LOANS: With respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate and Cooperative Lease, and, with respect to each Mortgage Loan other
than a Cooperative Loan, the Mortgages and the related Mortgage Notes, each
transferred and assigned to the Trustee pursuant to the provisions hereof as
from time to time are held as part of the Trust Fund, the Mortgage Loans so held
being identified in the Mortgage Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE POOL: All of the Mortgage Loans.
MORTGAGED PROPERTY: With respect to any Mortgage Loan, other than a
Cooperative Loan, the real property, together with improvements thereto, and,
with respect to any Cooperative Loan, the related Cooperative Stock and
Cooperative Lease, securing the indebtedness of the Mortgagor under the related
Mortgage Loan.
MORTGAGOR: The obligor on a Mortgage Note.
NONRECOVERABLE ADVANCE: Any advance which the Master Servicer shall
determine to be a Nonrecoverable Advance pursuant to Section 4.04 and which was,
or is proposed to be, made by (i) the Master Servicer or (ii) a Servicer
pursuant to its Selling and Servicing Contract.
NON-U.S. PERSON: A Person that is not a U.S. Person.
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.
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OPINION OF COUNSEL: A written opinion of counsel, who shall be reasonably
acceptable to the Trustee and who may be counsel for the Company or the Master
Servicer.
ORIGINAL VALUE: With respect to any Mortgage Loan other than a Mortgage
Loan originated for the purpose of refinancing an existing mortgage debt, the
lesser of (a) the Appraised Value of the Mortgaged Property at the time the
Mortgage Loan was originated or (b) the purchase price paid for the Mortgaged
Property by the Mortgagor. With respect to a Mortgage Loan originated for the
purpose of refinancing existing mortgage debt, the Original Value shall be equal
to the Appraised Value of the Mortgaged Property at the time the Mortgage Loan
was originated.
OWNERSHIP INTEREST: As defined in Section 5.01(b).
PASS-THROUGH ENTITY: As defined in Section 5.01(b).
PASS-THROUGH RATE: For each Mortgage Loan, a rate equal to the Mortgage
Interest Rate for such Mortgage Loan less the applicable per annum percentage
rates related to each of the Servicing Fee and the Master Servicing Fee. For
each Mortgage Loan, any calculation of monthly interest at such rate shall be
based upon annual interest at such rate (computed on the basis of a 360-day year
of twelve 30-day months) on the unpaid Principal Balance of the related Mortgage
Loan divided by twelve, and any calculation of interest at such rate by reason
of a Payoff shall be based upon annual interest at such rate on the outstanding
Principal Balance of the related Mortgage Loan multiplied by a fraction, the
numerator of which is the number of days elapsed from the Due Date of the last
scheduled payment of principal and interest to, but not including, the date of
such Payoff, and the denominator of which is (a) for Payoffs received on a Due
Date, 360, and (b) for all other Payoffs, 365.
PAYING AGENT: Any paying agent appointed by the Trustee pursuant to Section
8.12.
PAYOFF: Any Mortgagor payment of principal on a Mortgage Loan equal to the
entire outstanding Principal Balance of such Mortgage Loan, if received in
advance of the last scheduled Due Date for such Mortgage Loan and accompanied by
an amount of interest equal to accrued unpaid interest on the Mortgage Loan to
the date of such payment-in-full.
PAYOFF EARNINGS: For any Distribution Date with respect to each Mortgage
Loan on which a Payoff was received by the Master Servicer during the Payoff
Period, the aggregate of the interest earned by the Master Servicer from
investment of each such Payoff from the date of receipt of such Payoff until the
Business Day immediately preceding the related Distribution Date (net of
investment losses).
PAYOFF INTEREST: For any Distribution Date with respect to a Mortgage Loan
for which a Payoff was received on or after the first calendar day of the month
of such Distribution Date and before the 15th calendar day of such month, an
amount of interest thereon at the applicable Pass-Through Rate from the first
day of the month of distribution through the day of receipt thereof; to the
extent (together with Payoff Earnings and the aggregate Master Servicing Fee)
not required to be distributed as Compensating Interest on such Distribution
Date, Payoff Interest shall be payable to the Master Servicer as additional
servicing compensation.
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PAYOFF PERIOD: With respect to the first Distribution Date, the period from
the Cut-Off Date through February 14, 1997, inclusive; and with respect to any
Distribution Date thereafter, the period from the 15th day of the Prior Period
through the 14th day of the month of such Distribution Date, inclusive.
PERCENTAGE INTEREST: (a) With respect to the right of each Certificate of a
particular Class in the distributions allocated to such Class, "Percentage
Interest" shall mean the percentage undivided beneficial ownership interest
evidenced by such Certificate of such Class, which percentage shall equal:
(i) with respect to any Regular Interest Certificate (other than the
Class X Certificates), its Certificate Principal Balance divided by the
applicable Class Principal Balance;
(ii) with respect to the Class X Certificates, the portion of the
Class X Notional Amount evidenced by such Certificate divided by the Class
X Notional Amount; and
(iii) with respect to the Class R Certificates, the percentage set
forth on the face of such Certificate.
(b) With respect to the rights of each Certificate in connection with
Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, "Percentage Interest"
shall mean the percentage undivided beneficial interest evidenced by such
Certificate in the Trust Fund, which for purposes of such rights only shall
equal:
(i) with respect to any Certificate (other than the Class X
Certificates), the product of (x) ninety-nine percent (99%) and (y) the
percentage calculated by dividing its Certificate Principal Balance by the
Aggregate Certificate Principal Balance; PROVIDED, HOWEVER, that the
percentage in (x) above shall be increased by one percent (1%) upon the
retirement of the Class X Certificates; and
(ii) with respect to any Class X Certificate, one percent (1%) of such
Certificate's Percentage Interest as calculated by paragraph (a)(ii) of
this definition.
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
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thereof if all of its activities are subject to tax, and, with the exception of
the FHLMC, a majority of its board of directors is not selected by such
governmental unit.
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
PREMIUM RATE MORTGAGE LOANS: The Mortgage Loans having Pass-Through Rates
in excess of 7.750% per annum.
PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until the
Withdrawal Date following its scheduled Due Date.
PRIMARY INSURANCE POLICY: A policy of mortgage guaranty insurance, if any,
on an individual Mortgage Loan, providing coverage as required by Section
2.03(xi).
PRINCIPAL BALANCE: At the time of any determination, the principal balance
of a Mortgage Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date and not paid, reduced by all amounts distributed or to be distributed to
Certificateholders through the Distribution Date in the month of determination
that are reported as allocable to principal of such Mortgage Loan.
In the case of a Substitute Mortgage Loan, "Principal Balance" shall mean,
at the time of any determination, the principal balance of such Substitute
Mortgage Loan transferred to the 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 of principal which were received during the Prior
Period, other than Payoffs, Curtailments and Liquidation Principal.
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PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage Loan which
constitutes a Payoff or a Curtailment.
PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date, the sum of (i)
Curtailments received during the Prior Period and (ii) Payoffs received during
the Payoff Period.
PRIOR PERIOD: The calendar month immediately preceding any Distribution
Date.
PRO RATA ALLOCATION: The allocation of the interest and principal portions
of Realized Losses among or between specified Classes of Certificates as
follows: the principal portion of Realized Losses to the outstanding Classes of
Certificates, other than the Class P Certificates, pro rata according to their
respective Class Principal Balances (except if the loss is recognized with
respect to a Class P Mortgage Loan, in which event the Class P Fraction of such
loss will first be allocated to the Class P Certificates and then the remainder
of such loss will be allocated as described above to the other outstanding
Classes of Certificates); and for the interest portion of Realized Losses, pro
rata according to the amount of interest accrued on each such Class of
Certificates (other than the Class P Certificates), in reduction thereof, and
then pro rata according to the respective Class Principal Balances of each such
Class of Certificates, in reduction thereof.
PURCHASE OBLIGATION: An obligation of the Company to repurchase Mortgage
Loans under the circumstances and in the manner provided in Section 2.02 or
Section 2.03.
PURCHASE PRICE: With respect to any Mortgage Loan to be purchased pursuant
to a Purchase Obligation, an amount equal to the sum of the Principal Balance
thereof, and unpaid accrued interest thereon, if any, to the last day of the
calendar month in which the date of repurchase occurs at a rate equal to the
applicable Pass-Through Rate; provided, however, that no Mortgage Loan shall be
purchased or required to be purchased pursuant to Section 2.03, or more than two
years after the Closing Date under Section 2.02, unless (a) the Mortgage Loan to
be purchased is in default, or default is in the judgment of the Company
reasonably imminent, or (b) the Company, at its expense, delivers to the Trustee
an Opinion of Counsel to the effect that the purchase of such Mortgage Loan will
not give rise to a tax on a prohibited transaction, as defined in Section
860F(a) of the Code; provided, further, that in the case of clause (b) above,
the Company will use its reasonable efforts to obtain such Opinion of Counsel if
such opinion is obtainable.
QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified as
such under the laws of the states in which the Mortgaged Properties are located
if such qualification is necessary to issue the applicable insurance policy or
bond, duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided by the Primary Insurance
Policies and approved as an insurer by FHLMC or FNMA and the Master Servicer. A
Qualified Insurer must have the rating required by the Rating Agency.
RATING AGENCY: Initially, each of S&P and Fitch, thereafter, each
nationally recognized statistical rating organization that has rated the
Certificates at the request of the Company, or their respective successors in
interest.
RATINGS: As of any date of determination, the ratings, if any, of the
Certificates as assigned by the Rating Agency.
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REALIZED LOSS: For any Distribution Date, with respect to any Mortgage Loan
which became a Liquidated Mortgage Loan during the related Prior Period, the sum
of (i) the principal balance of such Mortgage Loan remaining outstanding and the
principal portion of Nonrecoverable Advances actually reimbursed with respect to
such Mortgage Loan (the principal portion of such Realized Loss), and (ii) the
accrued interest on such Mortgage Loan remaining unpaid and the interest portion
of Nonrecoverable Advances actually reimbursed with respect to such Mortgage
Loan (the interest portion of such Realized Loss). For any Distribution Date,
with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the
amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of
the related Due Date.
Except for Special Hazard Losses in excess of Special Hazard Coverage,
Fraud Losses in excess of Fraud Coverage and Bankruptcy Losses in excess of
Bankruptcy Coverage, Realized Losses shall be allocated among the Certificates
(i) for Realized Losses allocable to principal (a) first, to the Class B-6
Certificates, until the Class B-6 Principal Balance has been reduced to zero,
(b) second, to the Class B-5 Certificates, until the Class B-5 Principal Balance
has been reduced to zero, (c) third, to the Class B-4 Certificates, until the
Class B-4 Principal Balance has been reduced to zero, (d) fourth, to the Class
B-3 Certificates, until the Class B-3 Principal Balance has been reduced to
zero, (e) fifth, to the Class B-2 Certificates, until the Class B-2 Principal
Balance has been reduced to zero, (f) sixth, to the Class B-1 Certificates,
until the Class B-1 Principal Balance has been reduced to zero, and (g) seventh,
to the Senior Certificates (other than the Class P Certificates) pro rata to
such Classes of Senior Certificates according to their Class Principal Balances
in reduction of their respective Class Principal Balances; PROVIDED, HOWEVER,
that if the loss is recognized with respect to a Class P Mortgage Loan, the
Class P Fraction of such loss will first be allocated to the Class P
Certificates and the remainder of such loss will be allocated as described above
in this clause (i), and (ii) for Realized Losses allocable to interest (a)
first, to the Class B-6 Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B-6 Principal Balance, (b)
second, to the Class B-5 Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B-5 Principal Balance,
(c) third, to the Class B-4 Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B-4 Principal Balance, (d)
fourth, to the Class B-3 Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B-3 Principal Balance, (e)
fifth, to the Class B-2 Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B-2 Principal Balance, (f)
sixth, to the Class B-1 Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B-1 Principal Balance, and
(g) seventh, to the Senior Certificates (other than the Class P Certificates)
pro rata according to accrued but unpaid interest thereon and then pro rata
according to their Class Principal Balances in reduction of their respective
Class Principal Balances.
Special Hazard Losses in excess of the Special Hazard Coverage, Fraud
Losses in excess of the Fraud Coverage, and Bankruptcy Losses in excess of the
Bankruptcy Coverage shall be allocated among all Classes of Certificates by Pro
Rata Allocation.
RECORD DATE: The last Business Day of the month immediately preceding the
month of the related Distribution Date.
REGULAR INTEREST CERTIFICATES: The Certificates, other than the Class R
Certificates.
REMIC: A real estate mortgage investment conduit, as such term is defined
in the Code.
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REMIC PROVISIONS: Sections 860A through 860G of the Code, related Code
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.
REMITTANCE RATE: For each Class of Certificates, the per annum rate set
forth as the Remittance Rate for such Class in the Preliminary Statement hereto.
RESIDUAL CERTIFICATES: The Class R Certificates, which are being issued in
a single class. The Class R Certificates are hereby designated the sole Class of
"residual interests" in the REMIC related to the Trust Fund for purposes of
Section 860G(a)(2) of the Code.
RESIDUAL DISTRIBUTION AMOUNT: On any Distribution Date, any portion of the
Available Distribution Amount remaining after all distributions to the
Certificates. Upon termination of the obligations created by this Agreement and
the Trust Fund created hereby, the amounts which remain on deposit in the
Certificate Account after payment to the Certificateholders of the amounts set
forth in Section 9.01 of this Agreement, and 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, Class P, Class X and Class R
Certificates, collectively.
SENIOR LIQUIDATION AMOUNT: The aggregate, for each Mortgage Loan which
became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i)
the Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive
of the Class P Fraction thereof, if applicable), and (ii) the Senior Prepayment
Percentage of the Liquidation Principal with respect to such Mortgage Loan.
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SENIOR PERCENTAGE: With respect to any Distribution Date, the sum of the
Class Principal Balances of the Senior Certificates (reduced by the Class P
Principal Balance) divided by the aggregate Class Principal Balance of all
Classes of Certificates (reduced by the Class P Principal Balance), in each
case, immediately prior to such Distribution Date.
SENIOR PREPAYMENT PERCENTAGE: (i) On any Distribution Date occurring before
the Distribution Date in the month of the fifth anniversary of the first
Distribution Date, 100%; (ii) on any other Distribution Date on which the Senior
Percentage for such Distribution Date exceeds the initial Senior Percentage as
of the Cut-Off Date, 100%; and (iii) on any other Distribution Date in each of
the months of the fifth anniversary of the first Distribution Date and
thereafter, 100%, unless:
(a) the mean aggregate Principal Balance of Mortgage Loans which are 60 or
more days delinquent (including loans in foreclosure and property held
by the Trust Fund) for each of the immediately preceding six calendar
months is less than or equal to 50% of the mean aggregate of the Class
Principal Balances of the Class B Certificates for each of such
calendar months, and
(b) cumulative Realized Losses on the Mortgage Loans allocated to the
Class B Certificates are less than or equal to (1) for any
Distribution Date before the month of the sixth anniversary of the
month of the first Distribution Date, 30% of the sum of the
Class Principal Balances of the Class B Certificates as of the Cut-Off
Date, (2) for any Distribution Date in or after the month of the sixth
anniversary of the month of the first Distribution Date but before the
seventh anniversary of the month of the first Distribution Date, 35%
of the sum of the Class Principal Balances of the Class B Certificates
as of the Cut-Off Date, (3) for any Distribution Date in or after the
month of the seventh anniversary of the month of the first
Distribution Date but before the eighth anniversary of the month of
the first Distribution Date, 40% of the sum of the Class Principal
Balances of the Class B Certificates as of the Cut-Off Date, (4) for
any Distribution Date in or after the month of the eighth anniversary
of the month of the first Distribution Date but before the ninth
anniversary of the month of the first Distribution Date, 45% of the
sum of the Class Principal Balances of the Class B Certificates as of
the Cut-Off Date, and (5) for any Distribution Date in or after the
month of the ninth anniversary of the month of the first Distribution
Date, 50% of the sum of the Class Principal Balances of the Class B
Certificates as of the Cut-Off Date,
in which case, as follows: (1) for any such Distribution Date in or after the
month of the fifth anniversary of the month of the first Distribution Date but
before the sixth anniversary of the month of the first Distribution Date, the
Senior Percentage for such Distribution Date plus 70% of the Subordinate
Percentage for such Distribution Date; (2) for any such Distribution Date in or
after the month of the sixth anniversary of the month of the first Distribution
Date but before the seventh anniversary of the month of the first Distribution
Date, the Senior Percentage for such Distribution Date plus 60% of the
Subordinate Percentage for such Distribution Date; (3) for any such Distribution
Date in or after the month of the seventh anniversary of the month of the first
Distribution Date but before the eighth anniversary of the month of the first
Distribution Date, the Senior Percentage for such Distribution Date plus 40% of
the Subordinate Percentage for such Distribution Date; (4) for any such
Distribution Date in or after the month of the eighth anniversary of the month
of the first Distribution Date but before the ninth anniversary of the month of
the first Distribution Date, the Senior Percentage for such Distribution Date
plus 20%
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of the Subordinate Percentage for such Distribution Date; and (5) for any such
Distribution Date thereafter, the Senior Percentage for such Distribution Date.
If on any Distribution Date the allocation to the Senior Certificates
(other than the Class P Certificates) of Principal Prepayments in the percentage
required would reduce the sum of the Class Principal Balances of the Senior
Certificates (other than the Class P Certificates) below zero, the Senior
Prepayment Percentage for such Distribution Date shall be limited to the
percentage necessary to reduce such sum to zero. Notwithstanding the foregoing,
however, on each Distribution Date, the Class P Certificates will receive the
Class P Fraction of all principal payments, including, without limitation,
Principal Prepayments, received in respect of each Class P Mortgage Loan.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an amount
equal to the sum of (a) the Senior Percentage of the Principal Payment Amount
(exclusive of the portion thereof attributable to principal distributions to the
Class P Certificates pursuant to clause (I)(i) of the definition of "Certificate
Distribution Amount"), (b) the Senior Prepayment Percentage of the Principal
Prepayment Amount (exclusive of the portion thereof attributable to principal
distributions to the Class P Certificates pursuant to clause (I)(i) of the
definition of "Certificate Distribution Amount") and (c) the Senior Liquidation
Amount.
SENIOR SUBORDINATE CERTIFICATES: The Class B-1, Class B-2 and Class B-3
Certificates, collectively.
SERVICER: A mortgage loan servicing institution to which the Master
Servicer has assigned servicing duties with respect to any Mortgage Loan under a
Selling and Servicing Contract; provided, however, the Master Servicer may
designate itself or one or more other mortgage loan servicing institutions as
Servicer upon termination of an initial Servicer's servicing duties.
SERVICING FEE: For each Mortgage Loan, the fee paid to the Servicer thereof
to perform primary servicing functions for the Master Servicer with respect to
such Mortgage Loan, equal to the per annum rate set forth for each Mortgage Loan
in the Mortgage Loan Schedule on the outstanding Principal Balance of such
Mortgage Loan.
SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
SPECIAL HAZARD COVERAGE: The Special Hazard Coverage Initial Amount less
Special Hazard Losses allocated to the Certificates and the amount of any
scheduled reduction in the amount of Special Hazard Coverage as follows: on each
anniversary of the Cut-Off Date, the Special Hazard Coverage shall be reduced,
but not increased, to an amount equal to the lesser of (1) the greatest of
(a) the aggregate principal balance of the Mortgage Loans located in the single
California zip code area containing the largest aggregate principal balance of
the Mortgage Loans, (b) 1% of the aggregate unpaid principal balance of the
Mortgage Loans and (c) twice the unpaid principal balance of the largest single
Mortgage Loan, in each case calculated as of the Due Date in the immediately
preceding month, and (2) the Special Hazard Coverage Initial Amount as reduced
by the Special Hazard Losses allocated to the Certificates since the Cut-Off
Date. Special Hazard
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Coverage may be reduced upon written confirmation from the Rating Agency that
such reduction will not adversely affect the then current ratings assigned to
the Certificates by the Rating Agency.
SPECIAL HAZARD COVERAGE INITIAL AMOUNT: $1,997,375.
SPECIAL HAZARD LOSS: The occurrence of any direct physical loss or damage
to a Mortgaged Property not covered by a standard hazard maintenance policy with
extended coverage which is caused by or results from any cause except: (i) fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, vandalism, aircraft, vehicles, smoke, sprinkler leakage, except to
the extent of that portion of the loss which was uninsured because of the
application of a co-insurance clause of any insurance policy covering these
perils; (ii) normal wear and tear, gradual deterioration, inherent vice or
inadequate maintenance of all or part thereof; (iii) errors in design, faulty
workmanship or materials, unless the collapse of the property or a part thereof
ensues and then only for the ensuing loss; (iv) nuclear reaction or nuclear
radiation or radioactive contamination, all whether controlled or uncontrolled
and whether such loss be direct or indirect, proximate or remote or be in whole
or in part caused by, contributed to or aggravated by a peril covered by this
definition of Special Hazard Loss; (v) hostile or warlike action in time of
peace or war, including action in hindering, combating or defending against an
actual, impending or expected attack (a) by any government of sovereign power
(DE JURE or DE FACTO), or by an authority maintaining or using military, naval
or air forces, (b) by military, naval or air forces, or (c) by an agent of any
such government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war;
(vii) insurrection, rebellion, revolution, civil war, usurped power or action
taken by governmental authority in hindering, combating or defending against
such occurrence; or (viii) seizure or destruction under quarantine or customs
regulations, or confiscation by order of any government or public authority.
STEP DOWN PERCENTAGE: For any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Step Down Percentage
------------------------------ --------------------
February 1997 through January 2002 0%
February 2002 through January 2003 30%
February 2003 through January 2004 40%
February 2004 through January 2005 60%
February 2005 through January 2006 80%
February 2006 and thereafter 100%
STRIPPED INTEREST RATE: For each Mortgage Loan, the excess, if any, of the
Pass-Through Rate on such Mortgage Loan over 7.750%.
SUBORDINATE CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 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 related Senior Liquidation Amount for
such Distribution Date.
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SUBORDINATE PERCENTAGE: On any Distribution Date, the excess of 100% over
the Senior Percentage for such Distribution Date.
SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date, the excess of
100% over the Senior Prepayment Percentage for such Distribution Date; provided,
however, that if the aggregate of the Class Principal Balances of the Senior
Certificates (other than the Class P Certificates) has been reduced to zero,
then the Subordinate Prepayment Percentage shall equal 100%.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: On any Distribution Date, the
excess of (A) the sum of (a) the Subordinate Percentage of the Principal Payment
Amount (exclusive of the portion thereof attributable to principal distributions
to the Class P Certificates pursuant to clause (I)(i) of the definition of
"Certificate Distribution Amount"), (b) the Subordinate Prepayment Percentage of
the Principal Prepayment Amount (exclusive of the portion thereof attributable
to principal distributions to the Class P Certificates pursuant to clause (I)(i)
of the definition of "Certificate Distribution Amount") and (c) the Subordinate
Liquidation Amount over (B) the amounts required to be distributed to the Class
P Certificates pursuant to clauses (I)(v) and (I)(vi) of the definition of
"Certificate Distribution Amount" on such Distribution Date. On any Distribution
Date, the Subordinate Principal Distribution Amount shall be allocated pro rata,
by Class Principal Balance, among the Classes of Subordinate Certificates and
paid in the order of distribution to such Classes pursuant to clause (I) of the
definition of "Certificate Distribution Amount" herein. Notwithstanding the
foregoing, on any Distribution Date prior to distributions on such date, if the
Subordination Level for any Class of Subordinate Certificates is less than such
percentage as of the Cut-Off Date, the pro rata portion of the Subordinate
Principal Distribution Amount otherwise allocable to the Class or Classes junior
to such Class will be distributed to the most senior Class of the Subordinate
Certificates for which the Subordination Level is less than such percentage as
of the Cut-Off Date, and to the Classes of Subordinate Certificates senior
thereto, pro rata according to the Class Principal Balances of such Classes. For
purposes of this definition and the definition of "Subordination Level," the
relative seniority, from highest to lowest, of the Classes of Subordinate
Certificates shall be as follows: Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6.
SUBORDINATION LEVEL: On any specified date, with respect to any of the
Class B Certificates, the percentage obtained by dividing the sum of the Class
Principal Balances of the Classes of Certificates which are subordinate in right
of payment to such Class (provided that no Class of Certificates shall be
subordinate in right of payment to the Class B-6 Certificates) by the aggregate
of the Class Principal Balances of all Classes of Certificates as of such date
prior to giving effect to distributions of principal or interest or allocations
of Realized Losses on the Mortgage Loans on such date.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
TAX MATTERS PERSON: The Holder of the Class R Certificate issued hereunder
having an Authorized Denomination of 0.01% or any Permitted Transferee of such
Class R Certificateholder. If the Tax Matters Person becomes a Disqualified
Organization, the last preceding Holder of such Authorized Denomination of the
Class R Certificate that is not a Disqualified Organization shall be Tax Matters
Person pursuant to Section 5.01(c). If any Person is appointed as tax matters
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person by the Internal Revenue Service pursuant to the Code, such Person shall
be Tax Matters Person.
TERMINATION DATE: As defined in Section 9.01(b).
TERMINATION PAYMENT: As defined in Section 9.01(b).
TRANSFER: As defined in Section 5.01(b).
TRANSFEREE: As defined in Section 5.01(b).
TRANSFEREE AFFIDAVIT AND AGREEMENT: As defined in Section 5.01(c)(i)(B).
TRUST FUND: The corpus of the trust created pursuant to Section 2.01 of
this Agreement. The Trust Fund consists of (i) the Mortgage Loans and all rights
pertaining thereto; (ii) such assets as from time to time may be held by the
Trustee (or its duly appointed agent) 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.
TRUSTEE: First Bank National Association, or its successor-in-interest as
provided in Section 8.09, or any successor trustee appointed as herein provided.
UNCOLLECTED INTEREST: With respect to any Distribution Date for any
Mortgage Loan on which a Payoff was made by a Mortgagor during the related
Payoff Period, except for Payoffs received during the period from the first
through the 14th day of the month of such Distribution Date, an amount equal to
one month's interest at the applicable Pass-Through Rate on such Mortgage Loan
less the amount of interest actually paid by the Mortgagor with respect to such
Payoff.
UNCOMPENSATED INTEREST SHORTFALL: For any Distribution Date, the excess, if
any, of (i) the sum of (a) aggregate Uncollected Interest and (b) aggregate
Curtailment Shortfall over (ii) Compensating Interest, which excess shall be
allocated to each Class of Certificates pro rata according to the amount of
interest accrued thereon in reduction thereof.
UNDERWRITER: Donaldson, Lufkin & Jenrette Securities Corporation.
UNDERWRITING STANDARDS: The underwriting standards of the Company, Chase
Home Mortgage Corporation, Old Kent Mortgage Co., First Union Mortgage
Corporation, HomeSide Lending Inc. or Weyerhaeuser Mortgage Inc., as applicable.
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UNINSURED CAUSE: Any cause of damage to a Mortgaged Property, the cost of
the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.07.
U.S. PERSON: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust that
is subject to U.S. federal income tax regardless of the source of its income.
VA: The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.
WITHDRAWAL DATE: Any day during the period commencing on the 18th day of
the month of the related Distribution Date (or if such day is not a Business
Day, the immediately preceding Business Day) and ending on the last Business Day
prior to the 21st day of the month of such Distribution Date.
ARTICLE II
CONVEYANCE OF THE TRUST FUND; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS.
Concurrently with the execution and delivery hereof, the Company does
hereby irrevocably sell, transfer, assign, set over and otherwise convey to the
Trustee, in trust for the benefit of the Certificateholders, without recourse,
all the Company's right, title and interest in and to the Trust Fund, including
but not limited to all scheduled payments of principal and interest due after
the Cut-Off Date and received by the Company with respect to the Mortgage Loans
at any time, and all Principal Prepayments received by the Company after the
Cut-Off Date (such transfer and assignment by the Company to be referred to
herein as the "Conveyance"). The Trustee hereby accepts the trust created hereby
and acknowledges that it holds the Mortgage Loans for the benefit of the Holders
of the Certificates issued pursuant to this Agreement. It is the express intent
of the parties hereto that the Conveyance of the Trust Fund to the Trustee by
the Company as provided in this Section 2.01 be, and be construed as, an
absolute sale of the Trust Fund. It is, further, not the intention of the
parties that such Conveyance be deemed a pledge of the Trust Fund by the Company
to the Trustee to secure a debt or other obligation of the Company. However, in
the event that, notwithstanding the intent of the parties, the Trust Fund is
held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the Trust Fund,
then
(a) this Agreement shall be deemed to be a security agreement;
(b) the Conveyance provided for in this Section 2.01 shall be deemed
to be a grant by the Company to the Trustee of a security interest in all
of the Company's right, title, and interest, whether now owned or hereafter
acquired, in and to:
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(I) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit and
uncertificated securities consisting of, arising from or relating to
any of the property described in (x) and (y) below: (x) the Mortgage
Loans including the Mortgage Notes, related Mortgages, Cooperative
Stock Certificates, Cooperative Leases, and title, hazard and primary
mortgage insurance policies identified on the Mortgage Loan Schedule
as defined herein, including all Substitute Mortgage Loans, and all
distributions with respect thereto payable on and after the Cut-Off
Date; and (y) the Certificate Account, the Investment Account, the
Custodial Accounts for P&I and the Custodial Accounts for Reserves,
including all property therein and all income from the investment of
funds therein (including any accrued discount realized on liquidation
of any investment purchased at a discount);
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit,
uncertificated securities, and other rights arising from or by virtue
of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other persons with
respect to, all or any part of the collateral described in (I) above
(including any accrued discount realized on liquidation of any
investment purchased at a discount); and
(III) All cash and non-cash proceeds of the collateral described
in (I) and (II) above;
(c) the possession by the Trustee of the Mortgage Notes, the
Mortgages, the Security Agreements, Assignments of Proprietary Lease,
Cooperative Stock Certificates, Cooperative Leases and such other goods,
letters of credit, advices of credit, instruments, money, documents,
chattel paper or certificated securities shall be deemed to be "possession
by the secured party," or possession by a purchaser or a person designated
by him or her, for purposes of perfecting the security interest pursuant to
the Uniform Commercial Code (including, without limitation, Sections 9-305,
8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and the Trustee at the direction of the Company shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Trust Fund, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. In connection herewith, the Trustee shall
have all of the rights and remedies of a secured party and creditor under the
Uniform Commercial Code as in force in the relevant jurisdiction.
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In connection with the sale, transfer and assignment referred to in the
first paragraph of this Section 2.01, the Company, concurrently with the
execution and delivery hereof, does deliver to, and deposit with, or cause to be
delivered to and deposited with, the Trustee or Custodian the Mortgage Files.
Concurrently with the execution and delivery hereof, the Company shall
cause assignments of the Mortgage Loans to the Trustee to be recorded or filed,
except in states where, in the opinion of counsel admitted to practice in such
state acceptable to the Company, the Trustee and the Rating Agency submitted in
lieu of such recording or filing, such recording or filing is not required to
protect the Trustee's interest in the Mortgage Loans against creditors of, or
against sale, further assignments, satisfaction or discharge by, the Lender, a
Servicer, the Company or the Master Servicer, and the Company shall cause to be
filed the Form UCC-3 assignment and Form UCC-1 financing statement referred to
in clause (Y)(vii) and (ix), respectively, of the definition of "Mortgage File."
In connection with its servicing of Cooperative Loans, the Master Servicer will
use its best efforts to file timely continuation statements, if necessary, with
regard to each financing statement and assignment relating to Cooperative Loans.
In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) cannot be delivered by the
Company to the Trustee prior to or concurrently with the execution and delivery
hereof (due to a delay on the part of the recording office), the Company may, in
lieu of delivering such original documents, deliver to the Trustee a fully
legible reproduction of the original Mortgage or intervening assignment provided
that the related Lender or originator certifies on the face of such
reproduction(s) or copy as follows: "Certified true and correct copy of original
which has been transmitted for recordation." For purposes hereof, transmitted
for recordation means having been mailed or otherwise delivered for recordation
to the appropriate authority. In all such instances, the Company shall transmit
the original recorded Mortgage and any intervening assignments with evidence of
recording thereon (or a copy of such original Mortgage or intervening assignment
certified by the applicable recording office)(collectively, "Recording
Documents") to the Trustee within 270 days after the execution and delivery
hereof. In instances where, due to a delay on the part of the recording office
where any such Recording Documents have been delivered for recordation, the
Recording Documents cannot be delivered to the Trustee within 270 days after
execution and delivery hereof, the Company shall deliver to the Trustee within
such time period a certificate (a "Company Officer's Certificate") signed by the
Chairman of the Board, President, any Vice President or Treasurer of the Company
stating the date by which the Company expects to receive such Recording
Documents from the applicable recording office. In the event that Recording
Documents have still not been received by the Company and delivered to the
Trustee by the date specified in its previous Company Officer's Certificate
delivered to the Trustee, the Company shall deliver to the Trustee by such date
an additional Company Officer's Certificate stating a revised date by which the
Company expects to receive the applicable Recording Documents. This procedure
shall be repeated until the Recording Documents have been received by the
Company and delivered to the Trustee.
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
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to the limitations set forth in the preceding sentence, provide to the Trustee
upon request therefor a duplicate title insurance policy for any Mortgage Loan.
For Mortgage Loans for which the Company has received a Payoff after the
Cut-Off Date and prior to the date of execution and delivery hereof, the
Company, in lieu of delivering the above documents, herewith delivers to the
Trustee a certification of a Servicing Officer of the nature set forth in
Section 3.10.
The Trustee is authorized, with the Master Servicer's consent, to appoint
any bank or trust company approved by and unaffiliated with each of the Company
and the Master Servicer as Custodian of the documents or instruments referred to
above in this Section 2.01, and to enter into a Custodial Agreement for such
purpose, provided, however, that the Trustee shall be and remain liable for the
acts of any such Custodian only to the extent that it is responsible for its own
acts hereunder.
The Company and the Trustee agree that the Company, as agent for the Tax
Matters Person, shall, on behalf of the Trust Fund, elect to treat the Trust
Fund as a REMIC within the meaning of Section 860D of the Code and, if
necessary, under applicable state laws. Such election shall be included in the
Form 1066 and any appropriate state return to be filed on behalf of the REMIC
constituted by the Trust Fund for its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Trust Fund within the meaning of Section 860G(a)(9) of the
Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Trust Fund are hereby designated
as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class
R Certificates are being issued in a single Class, which is hereby designated as
the sole class of "residual interests" in the Trust Fund for purposes of Section
860G(a)(2) of the Code.
The parties intend that the affairs of the Trust Fund formed hereunder
shall constitute, and that the affairs of the Trust Fund shall be conducted so
as to qualify the Trust Fund as a REMIC. In furtherance of such intention, the
Company covenants and agrees that it shall act as agent for the Tax Matters
Person (and the Company is hereby appointed to act as agent for such Tax Matters
Person) on behalf of the Trust Fund and that in such capacity it shall:
(a) prepare and file, or cause to be prepared and filed, a federal tax return
using a calendar year as the taxable year and using an accrual method of
accounting for the Trust Fund when and as required by the REMIC Provisions and
other applicable federal income tax laws; (b) make an election, on behalf of the
trust, for the Trust Fund to be treated as a REMIC on the federal tax return of
the Trust Fund for its first taxable year, in accordance with the REMIC
Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and the Trustee, all information reports as and when
required to be provided to them in accordance with the REMIC Provisions, and
make available the information necessary for the application of Section 860E(e)
of the Code; (d) conduct the affairs of the Trust Fund at all times that any
Certificates are outstanding so as to maintain the status of the Trust Fund as a
REMIC under the REMIC Provisions; (e) not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of the Trust Fund; and (f) pay the amount of any federal prohibited
transaction penalty taxes imposed on the Trust Fund when and as the same shall
be due and payable (but such
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obligation shall not prevent the Company or any other appropriate person from
contesting any such tax in appropriate proceedings and shall not prevent the
Company from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings); provided, that the Company shall be entitled to be
indemnified by the Trust Fund for any such prohibited transaction penalty taxes
if the Company's failure to exercise reasonable care was not the primary cause
of the imposition of such prohibited transaction penalty taxes.
Following the Closing Date, neither the Company nor the Trustee shall
accept any contributions of assets to the Trust Fund unless the Company and the
Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such
assets in the Trust Fund will not cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding or subject the Trust
Fund to any tax under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.
The Trustee and the Master Servicer shall promptly provide the Company with
such information as the Company may from time to time request for the purpose of
enabling the Company to prepare tax returns.
In the event that a Mortgage Loan is discovered to have a defect which, had
such defect been discovered before the startup day, would have prevented the
Mortgage Loan from being a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, and the Company does not repurchase such Mortgage Loan
within 90 days of such date, the Master Servicer, on behalf of the Trustee,
shall within 90 days of the date such defect is discovered sell such Mortgage
Loan at such price as the Master Servicer in its sole discretion, determines to
be the greatest price that will result in the purchase thereof within 90 days of
such date, unless the Master Servicer delivers to the Trustee an Opinion of
Counsel to the effect that continuing to hold such Mortgage Loan will not
adversely affect the status of the electing portion of the Trust Fund as a REMIC
for federal income tax purposes.
In the event that any tax is imposed on "prohibited transactions" of the
Trust Fund as defined in Section 860F of the Code and not paid by the Company
pursuant to clause (f) of the third preceding paragraph, such tax shall be
charged against amounts otherwise distributable to the Class R
Certificateholders. Notwithstanding anything to the contrary contained
herein, the Trustee is hereby authorized to retain from amounts otherwise
distributable to the Class R Certificateholders on any Distribution Date
sufficient funds to reimburse the Company in its capacity as agent for the
Tax Matters Person for the payment of such tax (upon the written request of
the Company, to the extent reimbursable, and to the extent that the Company
has not been previously reimbursed therefor).
Section 2.02. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt (or
with respect to any Mortgage Loan subject to a Custodial Agreement, receipt by
the Custodian thereunder) of the documents (or certified copies thereof as
specified in Section 2.01) referred to in Section 2.01 above, but without having
made the review required to be made within 45 days pursuant to this
Section 2.02, and declares that as of the Closing Date it holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, and the Trust Fund, as Trustee in trust, upon the trust herein
set forth, for the use and benefit of the Holders from time to time of the
Certificates. The Trustee agrees, for the benefit of the Certificateholders, to
review
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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.
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
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Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
Company or its designee or assignee title to any Mortgage Loan released pursuant
hereto. The obligation of the Company to repurchase or substitute any Mortgage
Loan as to which such a defect in a constituent document exists shall constitute
the sole remedy respecting such defect available to the Certificateholders or
the Trustee on behalf of the Certificateholders.
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE LOANS. The Company hereby represents and warrants to the Trustee that:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates
respecting which such information is furnished;
(ii) As of the Closing Date, other than with respect to
Cooperative Loans, each Mortgage is a valid and enforceable (subject
to Section 2.03(xvi)) first lien on an unencumbered estate in fee
simple in the related Mortgaged Property subject only to (a) liens for
current real property taxes and special assessments; (b) covenants,
conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording such Mortgage,
such exceptions appearing of record being acceptable to mortgage
lending institutions generally or specifically reflected in the
appraisal obtained in connection with the origination of the Mortgage
Loan; (c) exceptions set forth in the title insurance policy relating
to such Mortgage, such exceptions being acceptable to mortgage lending
institutions generally; and (d) other matters to which like properties
are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Mortgage;
(iii) As of the Closing Date, the Company had good title to, and
was the sole owner of, each Mortgage Loan free and clear of any
encumbrance or lien, and immediately upon the transfer and assignment
herein contemplated, the Trustee shall have good title to, and will be
the sole legal owner of, each Mortgage Loan, free and clear of any
encumbrance or lien (other than any lien under this Agreement);
(iv) As of the day prior to the Cut-Off Date, all payments due on
each Mortgage Loan had been made and no Mortgage Loan had been
delinquent (I.E., was more than 30 days past due) more than once in
the preceding 12 months and any such delinquency lasted for no more
than 30 days;
(v) As of the Closing Date, there is no late assessment for
delinquent taxes outstanding against any Mortgaged Property;
(vi) As of the Closing Date, there is no offset, defense or
counterclaim to any Mortgage Note, including the obligation of the
Mortgagor to pay the unpaid principal or interest on such Mortgage
Note except to the extent that the Buydown Agreement for a Buydown
Loan forgives certain indebtedness of a Mortgagor;
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(vii) As of the Closing Date, each Mortgaged Property is free of
damage and in good repair, ordinary wear and tear excepted;
(viii) Each Mortgage Loan at the time it was made complied with
all applicable state and federal laws, including, without limitation,
usury, equal credit opportunity, disclosure and recording laws;
(ix) Each Mortgage Loan was originated by a savings association,
savings bank, credit union, insurance company, or similar institution
which is supervised and examined by a federal or state authority or by
a mortgagee approved by the FHA and will be serviced by an institution
which meets the servicer eligibility requirements established by the
Company;
(x) As of the Closing Date, each Mortgage Loan (except the
Cooperative Loans) is covered by an ALTA form or CLTA form of
mortgagee title insurance policy or other form of policy of insurance
which, as of the origination date of such Mortgage Loan, was
acceptable to FNMA or FHLMC, and has been issued by, and is the valid
and binding obligation of, a title insurer which, as of the
origination date of such Mortgage Loan, was acceptable to FNMA or
FHLMC and qualified to do business in the state in which the related
Mortgaged Property is located. Such policy insures the originator of
the Mortgage Loan, its successors and assigns as to the first priority
lien of the Mortgage in the original principal amount of the Mortgage
Loan subject to the exceptions set forth in such policy. Such policy
is in full force and effect and will be in full force and effect and
inure to the benefit of the Certificateholders upon the consummation
of the transactions contemplated by this Agreement and no claims have
been made under such policy, and no prior holder of the related
Mortgage, including the Company, has done, by act or omission,
anything which would impair the coverage of such policy;
(xi) As of the Closing Date, each Mortgage Loan which had a
Loan-to-Value Ratio at the time of the origination of the Mortgage
Loan in excess of 80% was covered by a Primary Insurance Policy or an
FHA insurance policy or a VA guaranty, and such policy or guaranty is
valid and remains in full force and effect, except for any Mortgage
Loan for which the outstanding Principal Balance thereof at any time
subsequent to origination was 80% or less of the then current value of
the related Mortgaged Property (as determined by an appraisal obtained
subsequent to origination);
(xii) As of the Closing Date, all policies of insurance required
by this Agreement or by a Selling and Servicing Contract have been
validly issued and remain in full force and effect, including such
policies covering the Company or any Servicer;
(xiii) As of the Closing Date, each insurer issuing a Primary
Insurance Policy holds a rating acceptable to the Rating Agency;
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(xiv) Each Mortgage was documented by appropriate FNMA/FHLMC
mortgage instruments in effect at the time of origination, or other
instruments approved by the Company;
(xv) As of the Closing Date, other than with respect to a
Cooperative Loan, the Mortgaged Property securing each Mortgage is
improved with a one- to four-family dwelling unit, including units in
a duplex, condominium project, townhouse, a planned unit development
or a de minimis planned unit development;
(xvi) As of the Closing Date, each Mortgage and Mortgage Note is
the legal, valid and binding obligation of the maker thereof and is
enforceable in accordance with its terms, except only as such
enforcement may be limited by laws affecting the enforcement of
creditors" rights generally and principles of equity;
(xvii) As of the date of origination, as to Mortgaged Properties
which are units in condominiums or planned unit developments, all of
such units met FNMA or FHLMC requirements, are located in a
condominium or planned unit development projects which have received
FNMA or FHLMC approval, or are approvable by FNMA or FHLMC;
(xviii) None of the Mortgage Loans is a Buydown Loan;
(xix) As of the Cut-Off Date, based solely on representations of
the Mortgagors obtained at the origination of the related Mortgage
Loans, all but approximately 1.2% (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 0.5% (by Principal Balance) of the Mortgage Loans will
be secured by owner-occupied Mortgaged Properties which were second or
vacation homes of the Mortgagors and approximately 0.7% (by Principal
Balance) of the Mortgage Loans will be secured by Mortgaged Properties
which were investor properties of the related Mortgagors; and no more
than 0.4% (by Principal Balance) 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) The information in the Current Report on Form 8-K prepared
by the Company in connection with the Mortgage Loans is correct in
every material respect;
(xxiii) All of the Mortgage Loans have due-on-sale clauses; by
the terms of the Mortgage Notes, however, the due on sale provisions
may not be exercised at the time of a transfer if prohibited by law;
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(xxiv) The Company used no adverse selection procedures in
selecting the Mortgage Loans from among the outstanding fixed-rate
conventional mortgage loans purchased by it which were available for
inclusion in the Mortgage Pool and as to which the representations and
warranties in this Section 2.03 could be made;
(xxv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage
Loan is held by a person as a tenant-stockholder (as defined in
Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);
(xxvi) Each Cooperative Loan is secured by a valid, subsisting
and enforceable perfected first lien and security interest in the
related Cooperative Stock securing the related Mortgage Note, subject
only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the Cooperative"s
payments for its blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject, and (b) other matters to
which like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Security Agreement;
(xxvii) With respect to any Mortgage Loan as to which an
affidavit has been delivered to the Trustee certifying that the
original Mortgage Note is a Destroyed Mortgage Note, if such Mortgage
Loan is subsequently in default, the enforcement of such Mortgage Loan
or of the related Mortgage by or on behalf of the Trustee will not be
materially adversely affected by the absence of the original Mortgage
Note;
(xxvii) As of the date of origination, no Mortgage Loan had a
Loan-to-Value Ratio in excess of 125%; and
(xxviii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian, as the case may be, and shall continue
throughout the term of this Agreement. Upon discovery by any of the Company, the
Master Servicer, the Trustee or the Custodian of a breach of any of the
foregoing representations and warranties which materially and adversely affects
the 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
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replacement mortgage" within the meaning of Section 860G(a)(4) of the Code. Such
substitution shall be made in the manner and within the time limits set forth in
Section 2.02. Any such repurchase by the Company shall be accomplished in the
manner and at the Purchase Price, if applicable, but shall not be subject to the
time limits, set forth in Section 2.02. It is understood and agreed that the
obligation of the Company to provide such substitution or to make such
repurchase of any affected Mortgage Loan or Mortgage Loans or any property
acquired in respect thereof as to which a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Section 2.04. AUTHENTICATION OF THE CERTIFICATES. The Trustee acknowledges
the transfer and assignment to it of the property constituting the Trust Fund,
but without having made the review required to be made within 45 days pursuant
to Section 2.02, and, as of the Closing Date, shall cause to be authenticated
and delivered to or upon the order of the Company, in exchange for the property
constituting the Trust Fund, the Certificates in Authorized Denominations
evidencing the entire beneficial ownership interest in the Trust Fund and
relating to the Mortgage Loans.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. The Company shall act
as Master Servicer to service and administer the Mortgage Loans on behalf of the
Trustee and for the benefit of the Certificateholders in accordance with the
terms hereof and in the same manner in which, and with the same care, skill,
prudence and diligence with which, it services and administers similar mortgage
loans for other portfolios, and shall have full power and authority to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable, including, without
limitation, the power and authority to bring actions and defend the Trust Fund
on behalf of the Trustee in order to enforce the terms of the Mortgage Notes.
The Master Servicer may perform its master servicing responsibilities through
agents or independent contractors, but shall not thereby be released from any of
its responsibilities hereunder and the Master Servicer shall diligently pursue
all of its rights against such agents or independent contractors.
The Master Servicer shall make reasonable efforts to collect or cause to be
collected all payments called for under the terms and provisions of the Mortgage
Loans and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any Primary Insurance Policy, any FHA
insurance policy or VA guaranty, any hazard insurance policy, and federal flood
insurance, cause to be followed such collection procedures as are followed with
respect to mortgage loans comparable to the Mortgage Loans and held in
portfolios of responsible mortgage lenders in the local areas where each
Mortgaged Property is located. The Master Servicer shall enforce "due-on-sale"
clauses with respect to the Mortgage Loans, to the extent permitted by law,
subject to the provisions set forth in Section 3.08.
Consistent with the foregoing, the Master Servicer may in its discretion
(i) waive or cause to be waived any assumption fee or late payment charge in
connection with the prepayment of any Mortgage Loan and (ii) only upon
determining that the coverage of any applicable insurance policy or guaranty
related to a Mortgage Loan will not be materially adversely affected, arrange a
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schedule, running for no more than 180 days after the first delinquent Due Date,
for payment of any delinquent installment on any Mortgage Note or for the
liquidation of delinquent items. The Master Servicer shall have the right, but
not the obligation, to repurchase any delinquent Mortgage Loan 90 days after the
first delinquent Due Date for an amount equal to its Purchase Price; PROVIDED,
HOWEVER, that the aggregate Purchase Price of Mortgage Loans so repurchased
shall not exceed one-half of one percent (0.50%) of the aggregate Principal
Balance of all Mortgage Loans as of the Cut-Off Date.
The Master Servicer is hereby authorized and empowered by the Trustee to
execute and deliver or cause to be executed and delivered on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release, discharge or
modification, assignments of Mortgages and endorsements of Mortgage Notes in
connection with refinancings (in jurisdictions where such assignments are the
customary and usual standard of practice of mortgage lenders) and all other
comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. The Trustee shall furnish the Master Servicer, at the
Master Servicer's direction, with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to carry out its
supervisory, servicing and administrative duties under this Agreement.
The Master Servicer and each Servicer shall obtain (to the extent generally
commercially available from time to time) and maintain fidelity bond and errors
and omissions coverage acceptable to FNMA or FHLMC with respect to their
obligations under this Agreement and the applicable Selling and Servicing
Contract, respectively. The Master Servicer or each Servicer, as applicable,
shall establish escrow accounts for, or pay when due (by means of an advance),
any tax liens in connection with the Mortgaged Properties that are not paid by
the Mortgagors when due to the extent that any such payment would not constitute
a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code (including any proposed, temporary or final
regulations promulgated thereunder) (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment or in a default situation) and cause the REMIC to fail to qualify as
such under the Code. The Master Servicer shall be entitled to approve a request
from a Mortgagor for a partial release of the related Mortgaged Property, the
granting of an easement thereon in favor of another Person, any alteration or
demolition of the related Mortgaged Property or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that the Trust Fund would not fail to continue to
qualify as a REMIC under the Code as a result thereof and that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on the REMIC as a result thereof.
Section 3.02. CUSTODIAL ACCOUNTS. The Master Servicer shall cause to be
established and maintained Custodial Accounts for P&I, Buydown Fund Accounts (if
any) and special Custodial Accounts for Reserves and shall deposit or cause to
be deposited therein daily the amounts related to the Mortgage Loans required by
the Selling and Servicing Contracts to be so deposited. Proceeds received with
respect to individual Mortgage Loans from any title, hazard, or FHA insurance
policy, VA guaranty, Primary Insurance Policy, or other insurance policy
covering such
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Mortgage Loans shall be deposited first in the Custodial Account for Reserves if
required for the restoration or repair of the related Mortgaged Property.
Proceeds from such insurance policies not so deposited in the Custodial Account
for Reserves shall be deposited in the Custodial Account for P&I, and shall be
applied to the balances of the related Mortgage Loans as payments of interest
and principal.
The Master Servicer is hereby authorized to make withdrawals from and to
draft the Custodial Accounts for P&I and the Custodial Accounts for Reserves for
the purposes required or permitted by this Agreement. The Custodial Accounts for
P&I and the Custodial Account for Reserves shall each bear a designation clearly
showing the respective interests of the applicable Servicer, as trustee, and of
the Master Servicer, in substantially one of the following forms:
(a) With respect to the Custodial Account for P&I: (i) [Servicer"s
Name], as agent, trustee and/or bailee of principal and interest custodial
account for PNC Mortgage Securities Corp., its successors and assigns, for
various owners of interests in PNC Mortgage Securities Corp.
mortgage-backed pools or (ii) [Servicer's Name] in trust for PNC Mortgage
Securities Corp.;
(b) With respect to the Custodial Account for Reserves: (i)
[Servicer's Name], as agent, trustee and/or bailee of taxes and insurance
custodial account for PNC Mortgage Securities Corp., its successors and
assigns for various mortgagors and/or various owners of interests in PNC
Mortgage Securities Corp. mortgage-backed pools or (ii) [Servicer's Name]
in trust for PNC Mortgage Securities Corp. and various Mortgagors.
The Master Servicer hereby undertakes to assure remittance to
Certificateholders of all amounts relating to Mortgage Loans that have been
collected by any Servicer and are due to the Certificateholders pursuant to
Section 4.01 of this Agreement.
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS.
(a) Not later than the Withdrawal Date, the Master Servicer shall withdraw
or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit
in the Certificate Account or Investment Account at the Master Servicer"s
option, in an amount representing:
(i) Scheduled installments of principal and interest on the Mortgage
Loans received or advanced by the applicable Servicer which were due on the
Due Date prior to such Withdrawal Date, net of Servicing Fees due the
applicable Servicer and less any amounts to be withdrawn later by the
applicable Servicer from the applicable Buydown Fund Accounts;
(ii) Payoffs and the proceeds of other types of liquidations of
Mortgage Loans received by the applicable Servicer for such Mortgage Loans
during the applicable period, with interest to the date of Payoff or
liquidation less any amounts to be withdrawn later by the applicable
Servicer from the applicable Buydown Fund Accounts; and
(iii) Curtailments received by the applicable Servicer in the Prior
Period.
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In addition, the Master Servicer may, at its option, withdraw or direct the
withdrawal, for deposit in the Investment Account, of any funds in the
Certificate Account to be distributed on the related Distribution Date.
At its option, the Master Servicer may invest funds withdrawn from the
Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and
Liquidation Proceeds previously received by the Master Servicer (including
amounts paid by the Company in respect of any Purchase Obligation or its
substitution obligations set forth in Section 2.02 or Section 2.03 or in
connection with the exercise of the option to terminate this Agreement pursuant
to Section 9.01) for its own account and at its own risk, during any period
prior to their deposit in the Certificate Account. Such funds, as well as any
funds which were withdrawn from the Custodial Accounts for P&I on or before the
Withdrawal Date, but not yet deposited into the Certificate Account, shall
immediately be deposited by the Master Servicer with the Investment Depository
in an Investment Account in the name of the Master Servicer and the Trustee for
investment only as set forth in this Section 3.03. The Master Servicer shall
bear any and all losses incurred on any investments made with such funds and
shall be entitled to retain all gains realized on such investments as additional
servicing compensation. Not later than the Business Day prior to the
Distribution Date, the Master Servicer shall deposit such funds, net of any
gains (except Payoff Earnings) earned thereon, in the Certificate Account.
(b) Funds held in the Investment Account shall be invested in (i) one or
more Eligible Investments 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 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.
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Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE BUYDOWN FUND ACCOUNTS.
(a) The Master Servicer is authorized to make withdrawals, from time to
time, from the Certificate Account or the Custodial Account for P&I, as
applicable, of amounts deposited therein in respect of the Certificates, as
follows:
(i) To reimburse itself or the applicable Servicer for Monthly P&I
Advances made pursuant to Section 4.03 or a Selling and Servicing Contract,
the Master Servicer's right to reimburse itself or such Servicer pursuant
to this paragraph (i) being limited to amounts received on particular
Mortgage Loans (including, for this purpose, Insurance Proceeds and
Liquidation Proceeds) which represent late recoveries of principal and/or
interest respecting which any such Monthly P&I Advance was made;
(ii) To reimburse itself or the applicable Servicer for amounts
expended by or for the account of the Master Servicer pursuant to Section
3.09 or amounts expended by such Servicer pursuant to the Selling and
Servicing Contracts in connection with the restoration of property damaged
by an Uninsured Cause or in connection with the liquidation of a Mortgage
Loan;
(iii) To pay to itself the Master Servicing Fee (net of Compensating
Interest reduced by Payoff Earnings and Payoff Interest) as to which no
prior withdrawals from funds deposited by the Master Servicer have been
made;
(iv) To reimburse itself or the applicable Servicer for advances which
the Master Servicer has determined to be Nonrecoverable Advances;
(v) To pay to itself reinvestment earnings deposited or earned in the
Certificate Account (net of reinvestment losses) to which it is entitled
and to reimburse itself for expenses incurred by and reimbursable to it
pursuant to Section 6.03;
(vi) To deposit amounts in the Investment Account representing amounts
in the Certificate Account not required to be on deposit therein at the
time of such withdrawal; and
after making or providing for the above withdrawals
(vii) To make payments to Certificateholders on behalf of the Trustee
in the amounts and in the manner provided for in Section 4.01 and as
otherwise required or permitted by this Agreement; and
(viii) To clear and terminate the Certificate Account pursuant to
Section 9.01.
Since, in connection with withdrawals pursuant to paragraphs (i) and (ii),
the Master Servicer's entitlement thereto is limited to collections or other
recoveries on the related Mortgage Loan, the Master Servicer or the applicable
Servicer shall keep and maintain separate accounting for each Mortgage Loan, for
the purpose of justifying any such withdrawals.
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(b) The Master Servicer (or the applicable Servicer, if such Servicer holds
and maintains a Buydown Fund Account) is authorized to make withdrawals, from
time to time, from the Buydown Fund Account or Custodial Account for P&I of the
following amounts of Buydown Funds:
(i) to deposit each month in the Investment Account the amount
necessary to supplement payments received on Buydown Loans;
(ii) in the event of a Payoff of any Mortgage Loan having a related
Buydown Fund, to apply amounts remaining in Buydown Fund Accounts to reduce
the required amount of such principal Payoff (or, if the Mortgagor has made
a Payoff, to refund such remaining Buydown Fund amounts to the Person
entitled thereto);
(iii) in the event of foreclosure or liquidation of any Mortgage Loan
having a Buydown Fund, to deposit remaining Buydown Fund amounts in the
Investment Account as Liquidation Proceeds; and
(iv) to clear and terminate the portion of any account representing
Buydown Funds pursuant to Section 9.01.
(c) The Trustee is authorized to make withdrawals from time to time from
the Certificate Account to reimburse itself for advances it has made pursuant to
Section 7.01(a) hereof that it has determined to be Nonrecoverable Advances.
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER. The Master Servicer and the applicable Servicer shall use their best
reasonable efforts to keep in full force and effect each Primary Insurance
Policy required with respect to a Mortgage Loan, in the manner set forth in the
applicable Selling and Servicing Contract, until no longer required.
Notwithstanding the foregoing, the Master Servicer shall have no obligation to
maintain such Primary Insurance Policy for a Mortgage Loan for which the
outstanding Principal Balance thereof at any time subsequent to origination was
80% or less of the value of the related Mortgaged Property (as determined by the
appraisal obtained at the time of origination).
Unless required by applicable law, neither the Master Servicer nor any
Servicer shall cancel or refuse to renew any such Primary Insurance Policy in
effect at the date of the initial issuance of the Certificates that is required
to be kept in force hereunder; provided, however, that neither the Master
Servicer nor any Servicer shall advance funds for the payment of any premium due
under any Primary Insurance Policy if it shall determine that such an advance
would be a Nonrecoverable Advance.
Section 3.07. MAINTENANCE OF HAZARD INSURANCE. The Master Servicer shall
cause to be maintained for each Mortgage Loan (other than a Cooperative Loan)
fire insurance with extended coverage in an amount which is not less than the
original principal balance of such Mortgage Loan, except in cases approved by
the Master Servicer in which such amount exceeds the value of the improvements
to the Mortgaged Property. The Master Servicer shall also require fire insurance
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
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the related Mortgaged Property) shall be deposited into the Custodial Account
for P&I, subject to withdrawal pursuant to the applicable Selling and Servicing
Contract and pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs
incurred in maintaining any insurance described in this Section 3.07 shall be
recoverable as an advance by the Master Servicer from the Certificate Account.
Such insurance shall be with insurers approved by the Master Servicer and FNMA
or FHLMC. Other additional insurance may be required of a Mortgagor, in addition
to that required pursuant to such applicable laws and regulations as shall at
any time be in force and as shall require such additional insurance. Where any
part of any improvement to the Mortgaged Property (other than a Mortgaged
Property secured by a Cooperative Loan) is located in a federally designated
special flood hazard area and in a community which participates in the National
Flood Insurance Program at the time of origination of the related Mortgage Loan,
the Master Servicer shall cause flood insurance to be provided. The hazard
insurance coverage required by this Section 3.07 may be met with blanket
policies providing protection equivalent to individual policies otherwise
required. The Master Servicer or the applicable Servicer shall be responsible
for paying any deductible amount on any such blanket policy. The Master Servicer
agrees to present, or cause to be presented, on behalf of and for the benefit of
the Trustee and Certificateholders, claims under the hazard insurance policy
respecting any Mortgage Loan, and in this regard to take such reasonable actions
as shall be necessary to permit recovery under such policy.
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.
When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master
Servicer shall, to the extent it has knowledge of such prospective conveyance
and prior to the time of the consummation of such conveyance, exercise on behalf
of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage
Loan, to the extent that such acceleration is permitted by the terms of the
related Mortgage Note, under any "due-on-sale" clause applicable thereto;
provided, however, that the Master Servicer shall not exercise any such right if
the due-on-sale clause, in the reasonable belief of the Master Servicer, is not
enforceable under applicable law or if such exercise would result in
non-coverage of any resulting loss that would otherwise be covered under any
insurance policy. In the event the Master Servicer is prohibited from exercising
such right, the Master Servicer is authorized to take or enter into an
assumption and modification agreement from or with the Person to whom a
Mortgaged Property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law or unless the Mortgage Note contains a provision allowing a
qualified borrower to assume the Mortgage Note, the Mortgagor remains liable
thereon; provided that the Mortgage Loan shall continue to be covered (if so
covered before the Master Servicer enters such agreement) by any related Primary
Insurance Policy. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the Mortgage Note. The Master Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original copy of such substitution or
assumption agreement and other documents and instruments constituting a part
thereof. In connection with any such assumption or substitution agreement, the
terms of the related Mortgage Note shall not be changed. Any fee collected by
the applicable Servicer for entering into an assumption or substitution of
liability agreement shall be retained by such Servicer as additional servicing
compensation.
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
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obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Master Servicer may be restricted
by law from preventing, for any reason whatsoever.
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master
Servicer shall foreclose upon or otherwise comparably convert, or cause to be
foreclosed upon or comparably converted, the ownership of any Mortgaged Property
securing a Mortgage Loan which comes into and continues in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.01. In lieu of such foreclosure or other
conversion, and taking into consideration the desirability of maximizing net
Liquidation Proceeds after taking into account the effect of Insurance Proceeds
upon Liquidation Proceeds, the Master Servicer may, to the extent consistent
with prudent mortgage loan servicing practices, accept a payment of less than
the outstanding Principal Balance of a delinquent Mortgage Loan in full
satisfaction of the indebtedness evidenced by the related Mortgage Note and
release the lien of the related Mortgage upon receipt of such payment. The
Master Servicer shall not foreclose upon or otherwise comparably convert a
Mortgaged Property if there is evidence of toxic waste, other hazardous
substances or other evidence of environmental contamination thereon and the
Master Servicer determines that it would be imprudent to do so. In connection
with such foreclosure or other conversion, the Master Servicer shall cause to be
followed such practices and procedures as it shall deem necessary or advisable
and as shall be normal and usual in general mortgage servicing activities. The
foregoing is subject to the provision that, in the case of damage to a Mortgaged
Property from an Uninsured Cause, the Master Servicer shall not be required to
advance its own funds towards the restoration of the property unless it shall be
determined in the sole judgment of the Master Servicer, (i) that such
restoration will increase the proceeds of liquidation of the Mortgage Loan to
Certificateholders after reimbursement to itself for such expenses, and (ii)
that such expenses will be recoverable to it through Liquidation Proceeds. The
Master Servicer shall be responsible for all other costs and expenses incurred
by it in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof (as well as its normal servicing compensation) as an
advance. The Master Servicer shall maintain information required for tax
reporting purposes regarding any Mortgaged Property which is abandoned or which
has been foreclosed or otherwise comparably converted. The Master Servicer shall
report such information to the Internal Revenue Service and the Mortgagor in the
manner required by applicable law.
The Trust Fund shall not acquire any real property (or personal property
incident to such real property) except in connection with a default or imminent
default of a Mortgage Loan. In the event that the Trust Fund acquires any real
property (or personal property incident to such real property) in connection
with a default or imminent default of a Mortgage Loan, such property shall be
disposed of by the Master Servicer within two years after its acquisition by the
Master Servicer for the Trust Fund, unless the Master Servicer provides to the
Trustee an Opinion of Counsel to the effect that the holding by the Trust Fund
of such Mortgaged Property subsequent to two years after its acquisition will
not result in the imposition of taxes on "prohibited transactions" of the Trust
Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding. The Master
Servicer shall manage, conserve, protect and operate each such property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) or result in the receipt by
the REMIC of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property"
which is subject to taxation under the
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REMIC Provisions. Pursuant to its efforts to sell such property, the Master
Servicer shall either itself or through an agent selected by the Master Servicer
protect and conserve such property in the same manner and to such extent as is
customary in the locality where such property is located and may, incident to
its conservation and protection of the interests of the Certificateholders, rent
the same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Master Servicer and the Certificateholders for the period prior
to the sale of such property. Additionally, the Master Servicer shall perform
the tax withholding and shall file information returns with respect to the
receipt of mortgage interests received in a trade or business, the reports of
foreclosures and abandonments of any Mortgaged Property and the information
returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of
the Code, and deliver to the Trustee an Officers" Certificate on or before March
31 of each year stating that such reports have been filed. Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed
by Sections 6050H, 6050J and 6050P of the Code.
Notwithstanding any other provision of this Agreement, the Master Servicer
shall comply with all federal withholding requirements with respect to payments
to Certificateholders of interest or original issue discount that the Master
Servicer reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. Without
limiting the foregoing, the Master Servicer agrees that it will not withhold
with respect to payments of interest or original issue discount in the case of a
Certificateholder that has furnished or caused to be furnished an effective Form
W-8 or an acceptable substitute form or a successor form and who is not a "10
percent shareholder" within the meaning of Code Section 871(h)(3)(B) or a
"controlled foreign corporation" described in Code Section 881(c)(3)(C) with
respect to the REMIC, the Trust Fund or the depositor. In the event the Trustee
withholds any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder.
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon the
Payoff or scheduled maturity of any Mortgage Loan, the Master Servicer shall
cause such final payment to be immediately deposited in the related Custodial
Account for P&I or the Investment Account. Upon notice thereof, the Master
Servicer shall promptly notify the Trustee by a certification (which
certification shall include a statement to the effect that all amounts received
in connection with such payment which are required to be deposited in either
such account have been so deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall, not later than the fifth succeeding Business Day,
release the related Mortgage File to the Master Servicer or the applicable
Servicer indicated in such request. With any such Payoff or other final payment,
the Master Servicer is authorized to prepare for and procure from the trustee or
mortgagee under the Mortgage which secured the Mortgage Note a deed of full
reconveyance or other form of satisfaction or assignment of Mortgage and
endorsement of Mortgage Note in connection with a refinancing covering the
Mortgaged Property, which satisfaction, endorsed Mortgage Note or assigning
document shall be delivered by the Master Servicer to the person or persons
entitled thereto. No expenses incurred in connection with such satisfaction or
assignment shall be payable to the Master Servicer by the Trustee or from the
Certificate Account, the Investment Account or the related Custodial Account for
P&I. From time 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
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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 acquired by the Trust Fund through
foreclosure, deed in lieu of foreclosure or other exercise of the Trust Fund"s
security interest in the Mortgaged Property.
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer shall
deliver to the Trustee, on or before April 30 of each year, beginning with the
first April 30 succeeding the Cut-Off Date by at least six months, an Officer"s
Certificate stating as to the signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year and
performance under this Agreement has been made under such officer's supervision,
and (ii) to the best of such officer's knowledge, based on such review, the
Master Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the
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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 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
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liability or obligations under the Selling and Servicing Contracts with respect
to the Master Servicer's duties to be performed prior to its termination
hereunder.
The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to the Selling
and Servicing Contracts and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the rights and duties
under the Selling and Servicing Contracts relating to the Mortgage Loans to the
assuming party.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. DISTRIBUTIONS TO CERTIFICATEHOLDERS.
(a) On each Distribution Date, the Trustee (or any duly appointed paying
agent) shall withdraw from the Certificate Account the Available Distribution
Amount for such Distribution Date and shall distribute, from the amount so
withdrawn, to the extent of the Available Distribution Amount, the Certificate
Distribution Amount to the Certificates, in accordance with written statements
received from the Master Servicer pursuant to Section 4.03(b), by wire transfer
in immediately available funds for the account of, or by check mailed to, each
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.
(b) All reductions in the Certificate Principal Balance of a Certificate
effected by distributions of principal or allocations of Realized Losses with
respect to Mortgage Loans made on any Distribution Date shall be binding upon
all Holders of such Certificate and of any Certificate issued upon the
registration of transfer or exchange therefor or in lieu thereof, whether or not
such distribution is noted on such Certificate. The final distribution of
principal of each Certificate (and the final distribution with respect to the
Class R Certificates upon termination of the Trust Fund) shall be payable in the
manner provided above only upon presentation and surrender thereof on or after
the Distribution Date therefor at the office or agency of the Certificate
Registrar specified in the notice delivered pursuant to Section 4.01(c)(ii) or
Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments on
the Mortgage Loans and Insurance Proceeds 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 Certificates will become distributable
on the next Distribution Date, the Trustee shall, no later than the 18th day of
the month of such Distribution Date, mail or cause to be mailed to each Person
in whose name a Certificate to be so retired is registered at the close of
business on the Record Date and to the Rating Agency a notice to the effect
that:
(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 at the office or agency of the Certificate Registrar
maintained for such purpose (the address of which shall be set forth in
such notice), and (B) no interest shall accrue on such Certificate after
such Distribution Date.
Section 4.02. STATEMENTS TO CERTIFICATEHOLDERS. With each distribution
from the Certificate Account on a Distribution Date, the Master Servicer shall
prepare and forward to the Trustee (and to the Company if the Company is no
longer acting as Master Servicer), and the Trustee shall forward to each
Certificateholder, a statement setting forth, to the extent applicable: the
amount of the distribution payable to the applicable Class that represents
principal and the amount that represents interest, and the applicable Class
Principal Balance after giving effect to such distribution.
Upon request by any Certificateholder or the Trustee, the Master Servicer
shall forward to such Certificateholder or Class R Certificateholder, the
Trustee and the Company (if the Company is no longer acting as Master Servicer)
an additional report which sets forth with respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been
initiated, and (ii) the number and aggregate book value of Mortgaged
Properties acquired through foreclosure, deed in lieu of foreclosure
or other exercise of rights respecting the Trustee's security interest
in the Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the
Senior Certificates remaining as of the close of business on the
applicable Determination Date;
(d) The amount of Bankruptcy Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
(e) The amount of Fraud Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date; and
(f) The amount of Realized Losses allocable to the Certificates on the
related Distribution Date and the cumulative amount of Realized Losses
allocated to such Certificates since the Cut-Off Date.
Upon request by any Certificateholder, the Master Servicer, as soon as
reasonably practicable, shall provide the requesting Certificateholder with such
information as is necessary and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying applicable reporting requirements under
Rule 144A of the Securities Act.
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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.
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(b) At least three Business Days prior to each Distribution Date, the
Master Servicer shall provide the Trustee with a statement regarding the amount
of principal and interest, the Residual Distribution Amount and the Excess
Liquidation Proceeds to be distributed to each Class of Certificates on such
Distribution Date (such amounts to be determined in accordance with the
definition of "Certificate Distribution Amount," Section 4.01 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.
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES.
(a) The Regular Interest Certificates and the Residual Certificates shall
be substantially in the forms set forth in Exhibits A and B attached hereto, and
shall be executed by the Trustee, authenticated by the Trustee (or any duly
appointed Authenticating Agent) and delivered to or upon the order of the
Company upon receipt by the Trustee of the documents specified in Section 2.01.
The Certificates shall be issuable in Authorized Denominations evidencing
Percentage Interests. Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by authorized officers of the Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were
at the time of execution the proper officers of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or any Authenticating Agent by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
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(b) The following definitions apply for purposes of this Section 5.01:
"Disqualified Organization" means any Person which is not a Permitted
Transferee, but does not include any "Pass-Through Entity" which owns or holds a
Residual Certificate and of which a Disqualified Organization, directly or
indirectly, may be a stockholder, partner or beneficiary; "Pass-Through Entity"
means any regulated investment company, real estate investment trust, common
trust fund, partnership, trust or estate, and any organization to which Section
1381 of the Code applies; "Ownership Interest" means, with respect to any
Residual Certificate, any ownership or security interest in such Residual
Certificate, including any interest in a Residual Certificate as the Holder
thereof and any other interest therein whether direct or indirect, legal or
beneficial, as owner or as pledgee; "Transfer" means any direct or indirect
transfer or sale of, or directly or indirectly transferring or selling any
Ownership Interest in a Residual Certificate; and "Transferee" means any Person
who is acquiring by Transfer any Ownership Interest in a Residual Certificate.
(c) Restrictions on Transfers of the Residual Certificates to Disqualified
Organizations are set forth in this Section 5.01(c).
(i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Residual Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest
in a Residual Certificate to a U.S. Person, the Trustee shall require
delivery to it, and shall not register the Transfer of any Residual
Certificate until its receipt of (1) an affidavit and agreement (a
"Transferee Affidavit and Agreement") attached hereto as Exhibit J from the
proposed Transferee, in form and substance satisfactory to the Company,
representing and 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
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Transferee is not a Permitted Transferee, no Transfer of an Ownership
Interest in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate agrees by holding or acquiring such Ownership Interest
(i) to require a Transferee Affidavit and Agreement from any other Person
to whom such Person attempts to transfer its Ownership Interest and to
provide a certificate to the Trustee in the form attached hereto as
Exhibit J; (ii) to obtain the express written consent of the Company prior
to any transfer of such Ownership Interest, which consent may be withheld
in the Company's sole discretion; and (iii) to provide a certificate to the
Trustee in the form attached hereto as Exhibit I.
(ii) The Trustee shall register the Transfer of any Residual
Certificate only if it shall have received the Transferee Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the form
attached hereto as Exhibit J and all of such other documents as shall have
been reasonably required by the Trustee as a condition to such
registration.
(iii) (A) If any "disqualified organization" (as defined in
Section 860E(e)(5) of the Code) shall become a holder of a Residual
Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of
such Residual Certificate. If any Non-U.S. Person shall become a holder of
a Residual Certificate, then the last preceding holder which is a U.S.
Person shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
the Transfer to such Non-U.S. Person of such Residual Certificate. If a
transfer of a Residual Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not
permitted by this Section 5.01(c) or for making any payments due on such
Certificate to the holder thereof or for taking any other action with
respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Residual
Certificate in violation of the restrictions in this Section 5.01(c) and to
the extent that the retroactive restoration of the rights of the Holder of
such Residual Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Company shall have the right,
without notice to the Holder or any prior Holder of such Residual
Certificate, to sell such Residual Certificate to a purchaser selected by
the Company on such terms as the Company may choose. Such purported
Transferee shall promptly endorse and deliver each Residual Certificate in
accordance with the instructions of the Company. Such purchaser 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
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Company shall not be liable to any Person having an Ownership Interest in a
Residual Certificate as a result of its exercise of such discretion.
(iv) The Company, on behalf of the Trustee, shall make available, upon
written request from the Trustee, all information necessary to compute any
tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted Transferee,
including the information regarding "excess inclusions" of such Residual
Certificates required to be provided to the Internal Revenue Service and
certain Persons as described in Treasury Regulation Section 1.860D-1(b)(5),
and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or
organizations described in Section 1381 of the Code having as among its
record holders at any time any Person who is not a Permitted Transferee.
Reasonable compensation for providing such information may be required by
the Company from such Person.
(v) The provisions of this Section 5.01 set forth prior to this
Section (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
Ratings of the Certificates; and
(B) an Opinion of Counsel, in form and substance satisfactory to
the Company (as evidenced by a certificate of the Company), to the
effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a
REMIC and will not create a risk that (1) the Trust Fund may be
subject to an entity-level tax caused by the Transfer of any Residual
Certificate to a Person which is not a Permitted Transferee or (2) a
Certificateholder or another Person will be subject to a REMIC-related
tax caused by the Transfer of a Residual Certificate to a Person which
is not a Permitted Transferee.
(vi) The following legend shall appear on all Residual Certificates:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO
THE COMPANY AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER
(A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C)
BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
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ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND
(2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE
THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE
CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
THIS PARAGRAPH.
(vii) The Holder of the Class R Certificate issued hereunder having
an Authorized Denomination of 0.01%, while not a Disqualified Organization,
is the Tax Matters Person for the REMIC.
(d) In the case of any Class B or Residual Certificate presented for
registration in the name of an employee benefit plan or other plan or
arrangement subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (or comparable provisions of any subsequent enactments) (a
"Plan"), a trustee of any Plan, or any other Person who is using the "plan
assets" of any Plan to effect such acquisition, the Trustee shall require (i) an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company to the effect that the purchase or holding of a Class B
or Residual Certificate is permissible under applicable law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the Trustee, the Master Servicer
or the Company to any obligation or liability (including obligations or
liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Master Servicer or the Company or (ii) only in the
case of a Class B Certificate, an officer's certificate acceptable to and in
form and substance satisfactory to the Trustee and the Company to the effect
that the transferee is an insurance company, the source of funds to be used by
it to purchase the Class B Certificates is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE 95-60,
which officer's certificate shall not be an expense of the Trustee, the Master
Servicer or the Company.
(e) No transfer, sale, pledge or other disposition of a Junior Subordinate
Certificate shall be made unless such transfer, sale, pledge or other
disposition is made in accordance with this Section 5.01(e) or Section 5.01(f).
Each Person who, at any time, acquires any ownership interest in any Junior
Subordinate Certificate shall be deemed by the acceptance or acquisition of such
ownership interest to have agreed to be bound by the following provisions of
this Section 5.01(e) and Section 5.01(f), as applicable. No transfer of a Junior
Subordinate Certificate shall be deemed to be made in accordance with this
Section 5.01(e) unless such transfer is made pursuant to an
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effective registration statement under the Securities Act or unless the Trustee
is provided with the certificates and an Opinion of Counsel, if required, on
which the Trustee may conclusively rely, which establishes or establish to the
Trustee's satisfaction that such transfer is exempt from the registration
requirements under the Securities Act, as follows: In the event that a transfer
is to be made in reliance upon an exemption from the Securities Act, the Trustee
shall require, in order to assure compliance with the Securities Act, that the
Certificateholder desiring to effect such transfer certify to the Trustee in
writing, in substantially the form attached hereto as Exhibit F, the facts
surrounding the transfer, with such modifications to such Exhibit F as may be
appropriate to reflect the actual facts of the proposed transfer, and that the
Certificateholder's proposed transferee certify to the Trustee in writing, in
substantially the form attached hereto as Exhibit G, the facts surrounding the
transfer, with such modifications to such Exhibit G as may be appropriate to
reflect the actual facts of the proposed transfer. If such certificate of the
proposed transferee does not contain substantially the substance of Exhibit G,
the Trustee shall require an Opinion of Counsel satisfactory to it that such
transfer may be made without registration, which Opinion of Counsel shall not be
obtained at the expense of the Trustee, the Trust Fund or the Company. Such
Opinion of Counsel shall allow for the forwarding, and the Trustee shall
forward, a copy thereof to the Rating Agency. Notwithstanding the foregoing, any
Junior Subordinate Certificate may be transferred, sold, pledged or otherwise
disposed of in accordance with the requirements set forth in Section 5.01(f).
(f) Transfers of Junior Subordinate Certificates may be made in accordance
with this Section 5.01(f) if the proposed transferee of such Certificate
provides the Trustee and the Company with an investment letter substantially in
the form of Exhibit L attached hereto, which investment letter shall not be an
expense of the Trustee or the Company, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act provided by Rule 144A. Notwithstanding the
foregoing, the proposed transferee of such Certificate shall not be required to
provide the Trustee or the Company with Annex 1 or Annex 2 to the form of
Exhibit L attached hereto if the Company so consents prior to each such
transfer. Such transfers shall be deemed to have complied with the requirements
of this Section 5.01(f). The Holder of a Certificate desiring to effect such
transfer does hereby agree to indemnify the Trustee, the Company, and the
Certificate Registrar against any liability that may result if transfer is not
made in accordance with this Agreement.
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF PRINCIPAL
AND INTEREST; AUTHORIZED DENOMINATIONS. The aggregate principal amount of
Certificates that may be authenticated and delivered under this Agreement is
limited to the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, as specified in the Preliminary Statement to this Agreement,
except for Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Section 5.03. Such aggregate principal amount shall be allocated among one or
more Classes having designations, types of interests, initial per annum
Remittance Rates, initial Class Principal Balances and last scheduled
Distribution Dates as specified in the Preliminary Statement to this Agreement.
The aggregate Percentage Interest of each Class of Certificates of which the
Class Principal Balance equals zero as of the Cut-Off Date that may be
authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.
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Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. The
Trustee shall cause to be maintained at one of its offices or at its designated
agent, a Certificate Register in which there shall be recorded the name and
address of each Certificateholder. Subject to such reasonable rules and
regulations as the Trustee may prescribe, the Certificate Register shall be
amended from time to time by the Trustee or its agent to reflect notice of any
changes received by the Trustee or its agent pursuant to Section 10.06. The
Trustee hereby appoints itself as the initial Certificate Registrar.
Upon surrender for registration of transfer of any Certificate at the
office or agency maintained for such purpose pursuant to Section 6.05, the
Trustee shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of Authorized Denominations of like
Percentage Interest. At the option of the Certificateholders, Certificates may
be exchanged for other Certificates in Authorized Denominations of like
Percentage Interest, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute, and the Trustee, or any Authenticating
Agent, shall authenticate and deliver, the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer shall (if so required by the Trustee or
any Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee or any Authenticating
Agent and duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing.
A reasonable service charge may be made for any such exchange or transfer
of Certificates, and the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
exchange or transfer of Certificates.
All Certificates surrendered for exchange or transfer shall be cancelled by
the Trustee or any Authenticating Agent.
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the Trustee or any Authenticating
Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or any Authenticating Agent such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee or any Authenticating Agent that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like Percentage Interest. Upon the
issuance of any new Certificate under this Section 5.04, the Trustee or any
Authenticating Agent may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee or any
Authenticating Agent) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund as if originally issued, whether or not
the lost or stolen Certificate shall be found at any time.
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Section 5.05. PERSONS DEEMED OWNERS. The Company, the Master Servicer, the
Trustee and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and neither the Company, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Company, the Master Servicer or the
Trustee shall be affected by notice to the contrary.
Section 5.06. TEMPORARY CERTIFICATES. Upon the initial issuance of the
Certificates, the Trustee may execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, temporary Certificates which are printed,
lithographed, typewritten or otherwise produced, in any Authorized Denomination,
of the tenor of the definitive Certificates in lieu of which they are issued and
with such variations in form from the forms of the Certificates set forth as
Exhibits A and B hereto as the Trustee's officers executing such Certificates
may determine, as evidenced by their execution of the Certificates.
Notwithstanding the foregoing, the Certificates may remain in the form set forth
in this definition of "Temporary Certificates."
If temporary Certificates are issued, the Trustee shall cause definitive
Certificates to be prepared within ten Business Days of the Closing Date or as
soon as practicable thereafter. After preparation of definitive Certificates,
the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office or agency of the
Trustee to be maintained as provided in Section 5.10 hereof, without charge to
the holder. Any tax or governmental charge that may be imposed in connection
with any such exchange shall be borne by the Master Servicer. Upon surrender for
cancellation of any one or more temporary Certificates, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver in exchange therefor a like principal amount of definitive Certificates
of Authorized Denominations. Until so exchanged, the temporary Certificates
shall in all respects be entitled to the same benefits under this Agreement as
definitive Certificates.
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES. Notwithstanding the
foregoing, the Book-Entry Certificates, upon original issuance, shall be issued
in the form of one or more typewritten Certificates of Authorized Denomination
representing the Book-Entry Certificates, to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Company, except that one Book-Entry
Certificate of each Class of Book-Entry Certificates may be issued in a
denomination less than $1 and, if so issued, shall be held in physical
certificate form directly by the holder thereof. The Book-Entry Certificates
shall initially be registered on the Certificate Register in the name of Cede &
Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial
Holder shall receive a definitive certificate representing such Beneficial
Holder's interest in any Class of Book-Entry Certificate, except as provided
above and in Section 5.09. Each Book-Entry Certificate shall bear the following
legend:
Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Trustee or its agent for registration of transfer, exchange, or
payment, and any Certificate issued is registered in the name of Cede
& Co. or such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS
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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
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Certificates advise the Trustee and the Clearing Agency through DTC Participants
in writing that the continuation of a book-entry system with respect to the
Book-Entry Certificates through the Clearing Agency is no longer in the best
interests of the Certificateholders with respect to such Certificates, the
Trustee shall notify all Certificateholders of Book-Entry Certificates of the
occurrence of any such event and of the availability of Definitive Certificates.
Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing
Agency, accompanied by registration instructions from the Clearing Agency for
registration, the Trustee shall execute and the Trustee or any Authenticating
Agent shall authenticate and deliver the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for all of the Certificates all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Trustee, to the extent applicable with respect
to such Definitive Certificates, and the Trustee shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New York,
National Association, 100 Wall Street, Suite 1600, New York, New York 10005,
Attention: Glenn Anderson, is initially designated for said purposes.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER. The
Company and the Master Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically imposed upon and undertaken by the
Company or the Master Servicer, as applicable, herein.
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER. Any corporation into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Company or the Master Servicer shall be a party,
or any corporation succeeding to the business of the Company or the Master
Servicer, shall be the successor of the Company or the Master Servicer
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER
AND OTHERS. Neither the Company nor the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken by such Person or by a Servicer or for such Person's or Servicer"s
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Master
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Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of duties and
obligations hereunder. The Company, the Master Servicer and any director,
officer, employee or agent of the Company or the Master Servicer may rely in
good faith on any document of any kind properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense relating to any Mortgage Loan (other than as otherwise permitted in
this Agreement) or incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. The Company and the Master
Servicer shall not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its duties to service the Mortgage Loans
in accordance with this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action which it may deem necessary or
desirable with respect to the Mortgage Loans, this Agreement, the Certificates
or the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund and the Company and the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, as provided
by Section 3.05.
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
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written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee or to the Master
Servicer and the Trustee by the Holders of Certificates evidencing
Percentage Interests aggregating not less than 25% of the Trust Fund; or
(ii) Failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in the
Certificates or in this Agreement which continues unremedied for a
period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Master Servicer by the Trustee, or to the Master Servicer and the
Trustee by the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of the Trust Fund; or
(iii) A decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) The Master Servicer shall consent to the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating to the Master
Servicer or of or relating to all or substantially all of its
property; or
(v) The Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) Any failure of the Master Servicer to make any Monthly P&I
Advance (other than a Nonrecoverable Advance) which continues
unremedied at the opening of business on the Distribution Date in
respect of which such Monthly P&I Advance was to have been made;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied, either the Trustee, or the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the Trust Fund,
by notice in writing to the Company and the Master Servicer (and to the Trustee
if given by the Certificateholders, in which case such notice shall set forth
evidence reasonably satisfactory to the Trustee that such Event of Default has
occurred and shall not have been remedied) may terminate all of the rights
(other than its right to reimbursement for advances) and obligations of the
Master Servicer, including its right to the Master Servicing Fee, under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, if any.
Such determination shall be final and binding. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this
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Agreement, whether with respect to the Certificates or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section 7.01; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting
the termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee for administration by
it of all cash amounts which shall at the time be credited by the Master
Servicer to the Certificate Account or thereafter be received with respect to
the Mortgage Loans.
Notwithstanding the foregoing, if an Event of Default described in clause
(vi) of this Section 7.01(a) shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
suspend all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Monthly P&I Advances and other
advances of its own funds, and the Trustee shall act as provided in Section 7.02
to carry out the duties of the Master Servicer, including the obligation to make
any Monthly P&I Advance the nonpayment of which was an Event of Default
described in clause (vi) of this Section 7.01(a). Any such action taken by the
Trustee must be prior to the distribution on the relevant Distribution Date. If
the Master Servicer shall within two Business Days following such suspension
remit to the Trustee the amount of any Monthly P&I Advance the nonpayment of
which by the Master Servicer was an Event of Default described in clause (vi) of
this Section 7.01(a), the Trustee shall permit the Master Servicer to resume its
rights and obligations as Master Servicer hereunder. The Master Servicer agrees
that it will reimburse the Trustee for actual, necessary and reasonable costs
incurred by the Trustee because of action taken pursuant to clause (vi) of this
Section 7.01(a). The Master Servicer agrees that if an Event of Default as
described in clause (vi) of this Section 7.01(a) shall occur more than two times
in any twelve month period, the Trustee shall be under no obligation to permit
the Master Servicer to resume its rights and obligations as Master Servicer
hereunder.
(b) In the event the Company is no longer acting as Master Servicer, in
case one or more of the following Events of Default by the Company shall occur
and be continuing, that is to say:
(i) Failure on the part of the Company duly to observe or perform in
any material respect any of the covenants or agreements on the part of the
Company contained in the Certificates or in this Agreement which continues
unremedied for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given
to the Company by the Trustee, or to the Company and the Trustee by the
Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% of the Trust Fund; or
(ii) A decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall
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have been entered against the Company and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(iii) The Company shall consent to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Company or of or relating to all
or substantially all of its property; or
(iv) The Company shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of creditors, or voluntarily suspend payment of
its obligations;
then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Trust Fund, by notice in writing
to the Company and the Trustee, may direct the Trustee in accordance with
Section 10.03 to institute an action, suit or proceeding in its own name as
Trustee hereunder to enforce the Company's obligations hereunder.
(c) In any circumstances in which this Agreement states that
Certificateholders owning Certificates evidencing a certain percentage
Percentage Interest in the Trust Fund may take certain action, such action shall
be taken by the Trustee, but only if the requisite percentage of
Certificateholders required under this Agreement for taking like action or
giving like instruction to the Trustee under this Agreement shall have so
directed the Trustee in writing.
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. On and after the
time the Master Servicer receives a notice of termination pursuant to Section
7.01, the Trustee shall be the successor in all respects to the Master Servicer
under this Agreement and under the Selling and Servicing Contracts with respect
to the Mortgage Loans in the Mortgage Pool and with respect to the transactions
set forth or provided for herein and shall have all the rights and powers and be
subject to all the responsibilities, duties and liabilities relating thereto
arising after the Master Servicer receives such notice of termination placed on
the Master Servicer by the terms and provisions hereof and thereof, and shall
have the same limitations on liability herein granted to the Master Servicer;
provided, that the Trustee shall not under any circumstances be responsible for
any representations and warranties or any Purchase Obligation of the Company or
any liability incurred by the Master Servicer at or prior to the time the Master
Servicer was terminated as Master Servicer and the Trustee shall not be
obligated to make a Monthly P&I Advance if it is prohibited by law from so
doing. As compensation therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans which the Master Servicer would have been
entitled to retain or to withdraw from the Certificate Account if the Master
Servicer had continued to act hereunder, except for those amounts due to the
Master Servicer as reimbursement for advances previously made or amounts
previously expended and are otherwise reimbursable hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution having a net worth
of not less than $10,000,000 as the successor to the Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder. Pending any such appointment, the
Trustee is obligated to act in such capacity. In connection with such
appointment and assumption, the Trustee may make such
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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 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
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(ii) The Trustee shall not be personally liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence Percentage Interests aggregating not less
than 25% of the Trust Fund relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
relating to the exercise of any trust or power conferred upon the
Trustee under this Agreement.
(d) Within ten days after the occurrence of any Event of Default known to
the Trustee, the Trustee shall transmit by mail to the Rating Agency notice of
each Event of Default. Within 90 days after the occurrence of any Event of
Default known to the Trustee, the Trustee shall transmit by mail to all
Certificateholders (with a copy to the Rating Agency) notice of each Event of
Default, unless such Event of Default shall have been cured or waived; provided,
however, the Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Certificateholders;
and provided, further, that in the case of any Event of Default of the character
specified in Section 7.01(i) and Section 7.01(ii) no such notice to
Certificateholders or to the Rating Agency shall be given until at least 30 days
after the occurrence thereof.
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as otherwise
provided in Section 8.01:
(i) The Trustee may request and rely upon and shall be protected
in acting or refraining from acting upon any resolution, Officer"s
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken or omitted by it in good faith and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(iv) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the
Holders of Certificates evidencing Percentage Interests aggregating
not less than 25% of the Trust Fund; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security, if
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any, afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to
proceeding;
(v) The Trustee may execute the trust or any of the powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vi) The Trustee shall not be deemed to have knowledge or notice
of any matter, including without limitation an Event of Default,
unless actually known by a Responsible Officer, or unless written
notice thereof referencing this Agreement or the Certificates is
received at the Corporate Trust Office at the address set forth in
Section 10.06.
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. The
recitals contained herein (other than those relating to the due organization,
power and authority of the Trustee) and in the Certificates (other than the
execution of, and certificate of authentication on, the Certificates) shall be
taken as the statements of the Company and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates or any Mortgage Loan.
The Trustee shall not be accountable for the use or application by the Company
of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Master Servicer, the Servicers or
the Company in respect of the Mortgage Loans or deposited into the Custodial
Account for P&I, any Buydown Fund Account, or the Custodial Accounts for P&I by
any Servicer or into the Investment Account, or the Certificate Account by the
Master Servicer or the Company.
Section 8.04. TRUSTEE MAY OWN CERTIFICATES. The Trustee or any agent or
affiliate of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Certificates with the same rights it would have if it
were not Trustee.
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE's FEES AND EXPENSES.
Subject to any separate written agreement with the Trustee, the Company, as
Master Servicer, covenants and agrees to, and the Master Servicer shall, pay the
Trustee from time to time, and the Trustee shall be entitled to payment, for all
services rendered by it in the execution of the trust hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee. Except as otherwise expressly provided herein, the Master Servicer
shall pay or reimburse the Trustee upon its request for all reasonable expenses
and disbursements incurred or made by the Trustee in accordance with any of the
provisions of this Agreement and indemnify the Trustee from any loss, liability
or expense incurred by it hereunder (including the reasonable compensation and
the expenses and disbursements of its counsel and of all persons not regularly
in its employ) except any such expense or disbursement as may arise from its
negligence or bad faith. Such obligation shall survive the termination of this
Agreement or resignation or removal of the Trustee. The Master Servicer shall,
at its expense, prepare or cause to be prepared all federal and state income tax
and franchise tax and information returns relating to the Trust Fund required to
be prepared or filed by the Trustee and shall indemnify the Trustee for any
liability of the Trustee arising from any error in such returns.
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Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee hereunder
shall at all times be (i) an institution insured by the FDIC, (ii) a corporation
or association organized and doing business under the laws of the United States
of America or of any state, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by federal or state authority and
(iii) acceptable to the Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of any aforementioned supervising or examining authority, then for
the purposes of this Section 8.06, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07.
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at any
time resign and be discharged from the trust hereby created by giving written
notice thereof to the Master Servicer. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Master Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Master
Servicer may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor.
The Holders of Certificates evidencing Percentage Interests aggregating
more than 50% of the Trust Fund may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by
such Holders or their attorneys in-fact duly authorized, one complete set of
which instruments shall be delivered to the Master Servicer, one complete set to
the Trustee so removed and one complete set to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.07 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. SUCCESSOR TRUSTEE. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor shall deliver to the successor trustee
all Mortgage Files, related documents, statements
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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.
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such resulting or successor
corporation shall be eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable; provided, that the Trustee shall remain
liable for all of its obligations and duties under this Agreement. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment; provided, that the Trustee shall remain liable for all of its
obligations and duties under this Agreement. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Certificateholders of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly and
severally, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including
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the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustee(s) and co-trustee(s), as
effectively as if given to each of them. Every instrument appointing any
separate trustee(s) or co-trustee(s) shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trust conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the Trustee
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and the trust shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. AUTHENTICATING AGENTS. The Trustee may appoint one or more
Authenticating Agents which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. Wherever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be acceptable to the Master Servicer and must be
a corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having a principal office and
place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent so
long as it shall be eligible in accordance with the provisions of the first
paragraph of this Section 8.11 without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.
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
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shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent. Any reasonable compensation paid to an Authenticating Agent shall be a
reimbursable expense pursuant to Section 8.05 if paid by the Trustee.
Section 8.12. PAYING AGENTS. The Trustee may appoint one or more Paying
Agents which shall be authorized to act on behalf of the Trustee in making
withdrawals from the Certificate Account, and distributions to
Certificateholders as provided in Section 4.01(a) and Section 9.01(b) to the
extent directed to do so by the Master Servicer. Wherever reference is made in
this Agreement to the withdrawal from the Certificate Account by the Trustee,
such reference shall be deemed to include such a withdrawal on behalf of the
Trustee by a Paying Agent. Whenever reference is made in this Agreement to a
distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Master Servicer and must be a
corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having a principal office and
place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
Any corporation into which any Paying Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Paying Agent shall be a party, or any
corporation succeeding to the corporate agency business of any Paying Agent,
shall continue to be the Paying Agent provided that such corporation after the
consummation of such merger, conversion, consolidation or succession meets the
eligibility requirements of this Section 8.12.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Master Servicer; provided, that the Paying
Agent has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Master Servicer, for all amounts it has withdrawn
from the Certificate Account. The Trustee may, upon prior written approval of
the Master Servicer, at any time terminate the agency of any Paying Agent by
giving written notice of termination to such Paying Agent and to the Master
Servicer. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Paying Agent shall cease to be eligible in accordance
with the provisions of the first paragraph of this Section 8.12, the Trustee may
appoint, upon prior written approval of the Master Servicer, a successor Paying
Agent, shall give written notice of such appointment to the Master Servicer and
shall mail notice of such appointment to all Certificateholders. Any successor
Paying Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Paying Agent. Any
reasonable compensation paid to any Paying Agent shall be a reimbursable expense
pursuant to Section 8.05 if paid by the Trustee.
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ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION OF
ALL MORTGAGE LOANS.
(a) Except as otherwise set forth in this Article IX, including, without
limitation, the obligation of the Master Servicer to make payments to
Certificateholders as hereafter set forth, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby shall terminate upon (i) the repurchase by the Company pursuant to the
following paragraph of this Section 9.01(a) of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan remaining in the Trust Fund at
a price equal, after the deduction of related advances, to the sum of (x) the
excess of (A) 100% of the aggregate outstanding Principal Balance of such
Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at
the applicable Pass-Through Rate with respect to such Mortgage Loan (other than
a Liquidated Mortgage Loan) through the last day of the month of such
repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated
Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such
Mortgage Loan as of the date of such repurchase by the Company to the extent
that the Principal Balance of such Mortgage Loan has not been previously reduced
by such Bankruptcy Loss, and (y) the appraised fair market value as of the
effective date of the termination of the trust created hereby of (A) all
property in the Trust Fund which secured a Mortgage Loan and which was acquired
by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including
related Insurance Proceeds, and (B) all other property in the Trust Fund, any
such appraisal to be conducted by an appraiser mutually agreed upon by the
Company and the Trustee, or (ii) the later of the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property acquired upon
foreclosure in respect of any Mortgage Loan, and the payment to
Certificateholders of all amounts required to be paid to them hereunder;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the survivor of the issue of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.
The Company may repurchase the outstanding Mortgage Loans and any Mortgaged
Properties acquired by the Trust Fund at the price stated in clause (i) of the
preceding paragraph provided that the aggregate Principal Balance of the
Mortgage Loans at the time of any such repurchase aggregates less than ten
percent of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date. If such right is exercised, the Company shall provide to the
Trustee (and to the Master Servicer, if the Company is no longer acting as
Master Servicer) the written certification of an officer of the Company (which
certification shall include a statement to the effect that all amounts required
to be paid in order to repurchase the Mortgage Loans have been deposited in the
Certificate Account) and the Trustee shall promptly execute all instruments as
may be necessary to release and assign to the Company the Mortgage Files and any
foreclosed Mortgaged Property pertaining to the Trust Fund.
(b) Notice of any termination, specifying the date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
and cancellation, shall be given promptly by letter from the Trustee to
Certificateholders mailed not less than 30 days prior to such final
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distribution, specifying (i) the date upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office of the Certificate Registrar therein designated (the "Termination Date"),
(ii) the amount of such final payment (the "Termination Payment") and (iii) that
the Record Date otherwise applicable to the Distribution Date upon which the
Termination Date occurs is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Certificate
Registrar therein specified. Upon any such notice, the Certificate Account shall
terminate subject to the Master Servicer's obligation to hold all amounts
payable to Certificateholders in trust without interest pending such payment.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the Termination Date, the
Company shall give a second written notice to the remaining Certificateholders
to surrender their Certificates for cancellation and receive the Termination
Payment with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Company may
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain in trust hereunder.
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
(a) In the event the Company exercises its purchase option as provided in
Section 9.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, unless the Trustee shall have received an
Opinion of Counsel to the effect that the failure of the Trust Fund to comply
with the requirements of this Section 9.02 will not (i) result in the imposition
of taxes on "prohibited transactions" of the Trust Fund as described in Section
860F of the Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date set forth
in the notice given by the Trustee under Section 9.01, the Company, in
its capacity as agent of the Tax Matters Person shall prepare the
documentation required and adopt a plan of complete liquidation on
behalf of the Trust Fund meeting the requirements of a qualified
liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel, on behalf of the
Trust Fund; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Master
Servicer as agent of the Trustee shall sell all of the assets of the
Trust Fund to the Company for cash in the amount specified in Section
9.01; provided, however, that in the event that a calendar quarter
ends after the time of adoption of such a plan of complete liquidation
but prior to the final Distribution Date, the Master Servicer shall
not sell any of the assets of the Trust Fund prior to the close of
that calendar quarter.
(b) By its acceptance of any Residual Certificate, the Holder thereof
hereby agrees to authorize the Company to adopt such a plan of complete
liquidation upon the written request of the Company and to take such other
action in connection therewith as may be reasonably requested by the Company.
81
<PAGE>
Section 9.03. TRUST IRREVOCABLE. Except as expressly provided herein, the
trust created hereby is irrevocable.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT.
(a) This Agreement may be amended from time to time by the Company and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity; (ii) to correct or supplement any provision herein which may be
defective or inconsistent with any other provisions herein; (iii) to comply with
any requirements imposed by the Code or any regulations thereunder; (iv) to
correct the description of any property at any time included in the Trust Fund,
or to assure the conveyance to the Trustee of any property included in the Trust
Fund; and (v) pursuant to Section 5.01(c)(v). No such amendment (other than one
entered into pursuant to clause (iii) of the preceding sentence) shall adversely
affect in any material respect the interest of any Certificateholder. Prior to
entering into any amendment without the consent of Certificateholders pursuant
to this paragraph, the Trustee may require an Opinion of Counsel to the effect
that such amendment is permitted under this paragraph. The placement of an
"original issue discount" legend on, or any change required to correct any such
legend previously place on, a Certificate shall not be deemed any amendment to
this Agreement.
(b) This Agreement may also be amended from time to time by the Company and
the Trustee with the consent of the Holders of Certificates evidencing
Percentage Interests aggregating not less than 66% of the Trust Fund for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Agreement or of modifying in any manner the
rights of the Certificateholders; provided, however, that no such amendment
shall, without the consent of the Holder of each Certificate affected thereby
(i) reduce in any manner the amount of, or delay the timing of, distributions of
principal or interest required to be made hereunder or reduce the
Certificateholder's Percentage Interest, the Remittance Rate or the Termination
Payment with respect to any of the Certificates, (ii) reduce the percentage of
Percentage Interests specified in this Section 10.01 which are required to amend
this Agreement, (iii) create or permit the creation of any lien against any part
of the Trust Fund, or (iv) modify any provision in any way which would permit an
earlier retirement of the Certificates.
Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. Any failure to provide such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
82
<PAGE>
Section 10.02. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or the comparable
jurisdictions in which any Mortgaged Property is situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Company and at its expense on direction by the Trustee, but only
upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding-up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No Certificateholder shall have any right to vote or in any manner
otherwise to control the operation and management of the Trust Fund or the
obligations of the parties hereto (except as provided in Section 5.09, Section
7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section
10.03), nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of the Trust Fund shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. However, the Trustee is under no obligation to
exercise any of the extraordinary trusts or powers 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.
83
<PAGE>
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. The Master Servicer
shall furnish or cause to be furnished to the Trustee, within 30 days after
receipt of a request by the Trustee in writing, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to such Certificateholders.
If three or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such list from the Master Servicer, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants" request, the Trustee shall promptly request from the
Master Servicer a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding the same, agrees with the
Master Servicer and the Trustee that neither the Master Servicer nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Certificateholders hereunder, regardless of
the source from which such information was derived.
Section 10.05. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Illinois and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 10.06. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered or certified mail to (a) in the case of the
Company, 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention:
General Counsel (with a copy directed to the attention of the Master Servicing
Department) or such other address as may hereafter be furnished to the Trustee
in writing by the Company, (b) in the case of the Master Servicer, 75 North
Fairway Drive, Vernon Hills, Illinois 60061, Attention: General Counsel (with a
copy directed to the attention of the Master Servicing Department) or such other
address as may hereafter be furnished to the Trustee in writing by the Master
Servicer, (c) in the case of the Trustee, at its Corporate Trust Office, or such
other address as may hereafter be furnished to the Master Servicer in writing by
the Trustee, (d) in the case of the Certificate Registrar, at its Corporate
Trust Office, or such other address as may hereafter be furnished to the Trustee
in writing by the Certificate Registrar, (e) in the case of Fitch, P.O. Box 689,
1201 East 7th Street, Powell, Wyoming, Attention: Residential Surveillance, or
such other address as may hereafter be furnished to the Trustee and Master
Servicer in writing by Fitch, 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
84
<PAGE>
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 10.07. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 10.08. COUNTERPART SIGNATURES. For the purpose of facilitating the
recordation of this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.
Section 10.09. BENEFITS OF AGREEMENT. Nothing in this Agreement or in any
Certificate, expressed or implied, shall give to any Person, other than the
parties hereto and their respective successors hereunder, any separate trustee
or co-trustee appointed under Section 8.10, and the Certificateholders, any
benefit or any legal or equitable right, remedy or claim under this Agreement.
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.
(a) The Trustee shall notify the Rating Agency of the occurrence of any of
the following events, in the manner provided in Section 10.06:
(i) the occurrence of an Event of Default pursuant to Section
7.01, subject to the provisions of Section 8.01(d);
(ii) the appointment of a successor Master Servicer pursuant to
Section 7.02;
(b) The Master Servicer shall notify the Rating Agency of the occurrence of
any of the following events, in the manner provided in Section 10.06:
(i) any amendment of this Agreement pursuant to Section 10.01;
(ii) the appointment of a successor Trustee pursuant to Section
8.08;
(iii) the filing of any claim under or the cancellation or
modification of any fidelity bond and errors and omissions coverage
pursuant to Section 3.01 and Section 3.06 with respect to the Master
Servicer or any Servicer;
(iv) any change in the location of the Certificate Account, any
Custodial Account for P&I or any Custodial Account for Reserves;
(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;
85
<PAGE>
(vi) the occurrence of the final Distribution Date or the
termination of the trust pursuant to Section 9.01(a)(ii);
(vii) the failure of the Master Servicer to make a Monthly P&I
Advance following a determination on the Determination Date that the
Master Servicer would make such advance pursuant to Section 4.03; and
(viii) the failure of the Master Servicer to make a determination
on the Determination Date regarding whether it would make a Monthly
P&I Advance when a shortfall exists between (x) payments scheduled to
be received in respect of the Mortgage Loans and (y) the amounts
actually deposited in the Certificate Account on account of such
payments, pursuant to Section 4.03.
(c) The Master Servicer shall provide copies of the statements pursuant to
Section 4.02, Section 3.13 or Section 3.15 or any other statements to the Rating
Agency in such time and manner that such statements or determinations are
required to be provided to Certificateholders. With respect to the reports
described in the second paragraph of Section 4.02, the Master Servicer shall
provide such reports to the Rating Agency in respect of each Distribution Date,
without regard to whether any Certificateholder or the Trustee has requested
such report for such Distribution Date.
86
<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
-----------------------------------
Attest: Daniel P. Hoffman
Its: Second Vice President
FIRST BANK NATIONAL ASSOCIATION, as TRUSTEE
(SEAL)
By: /s/ Christina Hatfield
--------------------------------
Attest: Christina Hatfield
Its: ASSISTANT VICE PRESIDENT
<PAGE>
ACKNOWLEDGEMENT OF CORPORATION
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
On this 29th day of January, 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/ Laura A. Cleland
------------------------------------
Notary Public
(SEAL)
<PAGE>
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MINNESOTA )
) SS.
COUNTY OF Washington )
On this 29th day of January, 1997 before me, a Notary Public in and for
said State, personally appeared Christina Hatfield, known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature Bonnie J. Schrimer (SEAL)
<PAGE>
Exhibit A-1
CUSIP 693 48L JC4
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 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 1997-1
Class A-1 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class A-1 Principal Balance as of the Cut-Off Date:
$97,683,539.00
Portion of the Class A-1 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. __
A-1-1
<PAGE>
Exhibit A-2
CUSIP 693 48L JD2
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-2
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.750% 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 1997-1
Class A-2 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class A-2 Principal Balance as of the Cut-Off Date:
$2,000,000.00
Portion of the Class A-2 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-2-1
<PAGE>
Exhibit A-3
CUSIP 693 48L JE0
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-3
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.750% 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 1997-1
Class A-3 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class A-3 Principal Balance as of the Cut-Off Date:
$10,800,000.00
Portion of the Class A-3 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-3-1
<PAGE>
Exhibit A-4
CUSIP 693 48L JF7
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-4
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.950% 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 1997-1
Class A-4 Remittance Rate: 7.950%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class A-4 Principal Balance as of the Cut-Off Date:
$7,843,750.00
Portion of the Class A-4 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-4-1
<PAGE>
Exhibit A-5
CUSIP 693 48L JG5
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-5
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 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 1997-1
Class A-5 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class A-5 Principal Balance as of the Cut-Off Date:
$15,000,000.00
Portion of the Class A-5 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-5-1
<PAGE>
Exhibit A-6
CUSIP 693 48L JH3
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-6
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.500% 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 1997-1
Class A-6 Remittance Rate: 7.500%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class A-6 Principal Balance as of the Cut-Off Date:
$6,275,000.00
Portion of the Class A-6 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-6-1
<PAGE>
Exhibit A-7
CUSIP 693 48L JK6
MORTGAGE PASS-THROUGH CERTIFICATE
Class P
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 1997. Interest is not
payable with respect to this Certificate. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 250% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has been
issued with original issue discount ("OID") of no more than $ per
$100,000 of initial Certificate Principal Balance, the yield to maturity is
%, and the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the
exact method. No representation is made that the Mortgage Loans will prepay at a
rate based on the Basic Prepayment Rate or any other rate.]
Series 1997-1
Class P Remittance Rate: 0.00%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class P Principal Balance as of the Cut-Off Date:
$1,474,485.58
Portion of the Class P Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-7-1
<PAGE>
Exhibit A-8
CUSIP 693 48L JJ9
MORTGAGE PASS-THROUGH CERTIFICATE
Class X
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is January 29, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.750% 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.]
Series 1997-1
Class X Remittance Rate: 7.750% applied to the Class X Notional Amount
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class X Principal Balance as of the Cut-Off Date:
$0.00
Class X Notional Amount as of the Cut-Off Date:
$5,711,924.69
Portion of the Class X Notional Amount as of the Cut-Off Date evidenced by this
Certificate
$_________________
____________________
Registered Owner Certificate No. __
A-8-1
<PAGE>
Exhibit A-9
CUSIP 693 48L JL4
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is January 29,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.750% 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.]
IN THE CASE OF ANY CLASS B-1 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-1
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-1 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-1
Class B-1 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class B-1 Principal Balance as of the Cut-Off Date:
$2,970,000.00
Portion of the Class B-1 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-9-1
<PAGE>
Exhibit A-10
CUSIP 693 48L JM2
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-2
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is January 29,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.750% 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.]
IN THE CASE OF ANY CLASS B-2 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-2
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-2 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-1
Class B-2 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class B-2 Principal Balance as of the Cut-Off Date:
$1,485,000.00
Portion of the Class B-2 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-10-1
<PAGE>
Exhibit A-11
CUSIP 693 48L JN0
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-3
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is January 29,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.750% per annum.
IN THE CASE OF ANY CLASS B-3 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-3
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-3 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-1
Class B-3 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class B-3 Principal Balance as of the Cut-Off Date:
$1,485,000.00
Portion of the Class B-3 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-11-1
<PAGE>
Exhibit A-12
CUSIP 693 48L JQ3
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-4
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Date") of this Certificate is January 29, 1997.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.750% per annum.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-4 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-4 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-4 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-1
Class B-4 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class B-4 Principal Balance as of the Cut-Off Date:
$594,000.00
Portion of the Class B-4 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-12-1
<PAGE>
Exhibit A-13
CUSIP 693 48L JR1
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-5
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is January 29,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.750% per annum.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-5 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-5 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-5 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-1
Class B-5 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class B-5 Principal Balance as of the Cut-Off Date:
$297,000.00
Portion of the Class B-5 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-13-1
<PAGE>
Exhibit A-14
CUSIP 693 48L JS9
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-6
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is January 29,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.750% per annum.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-6 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4976 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-6 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-6 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-1
Class B-6 Remittance Rate: 7.750%
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class B-6 Principal Balance as of the Cut-Off Date:
$594,097.00
Portion of the Class B-6 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-14-1
<PAGE>
Exhibit B
CUSIP 693 48L JP5
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE
CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME OF
AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION,
THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF A CLASS R CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN
THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1997-1
Class R Remittance Rate: 7.750%. Additionally, the the Class R Certificates are
entitled to Excess Liquidation Proceeds and the Residual Distribution Amount as
defined in the Pooling Agreement.
Cut-Off Date: January 1, 1997
First Distribution Date: February 25, 1997
Last Scheduled Distribution Date: February 25, 2027
Class R Principal Balance as of the Cut-Off Date:
$50.00
Percentage Interest evidenced by this Class R Certificate in the distributions
to be made with respect to the Class R Certificate: ___%
____________________
Registered Owner Certificate No. __
B
<PAGE>
Exhibit C
[Reserved]
<PAGE>
EXHIBIT D
Page 1
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500052419 MAZZOLA,ANTHONY J 1 STALLION TRAIL GREENWICH CT 06831 $579,853.65
500062499 KOEN,MICHAEL KIRBY 5204 CORRIENTES COVE AUSTIN TX 78739 $195,761.68
500062664 SATTERLUND,DANIEL C & LIN 1293 S SHORE DRIVE AMERY WI 54001 $339,788.67
500062789 CRUM,ROBERT E 11303 EAST BROADWAY BLVD. TUCSON AZ 85748 $304,813.09
500062817 SKALIS,DJ 661-67 HASTINGS STREET BOCA RATON FL 33431 $195,871.79
500062832 D'ALESIO,G.F. 55 BEVERLY ROAD ATLANTA GA 30309 $213,863.53
500062864 RADT,LINDA & JEFFREY 3237 RUBIO CANYON ROAD ALTADENA CA 91001 $214,059.88
500062865 MACY,BRYANT K&PATRICIA A 11498 BAY LAUREL STREET DUBLIN CA 94568 $362,562.62
500062866 ELLIOTT,JOHN L&BEVERLY 13498 EAST COLUMBINE DR SCOTTSDALE AZ 85259 $311,785.28
500062867 SELTZER,RONALD A&ADELE W 140 DEGAS ROAD PORTOLA VALLEY CA 94028 $589,677.73
500062868 JONES,GARY&JOAN 551 ORCHID LANE DEL MAR CA 92014 $335,768.77
500062869 BASNETT,WILLIAM W&WENDY J 5525 MAYSON ROAD ACWORTH GA 30101 $319,785.28
500062871 ULLMAN,RICHARD&ANNA 10555 DEODARA DRIVE CUPERTINO CA 95014 $331,144.40
500062872 CHU,YUH-YI&LIU,YA-CHI ANG 11830 EDDLESTON DRIVE NORTHRIDGE CA 91326 $295,796.29
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500052419 MAZZOLA,ANTHONY J 8.375 .250 8.125 .0500 8.075 03/01/2023
500062499 KOEN,MICHAEL KIRBY 8.500 .150 8.350 .1000 8.250 11/01/2026
500062664 SATTERLUND,DANIEL C & LIN 8.375 .250 8.125 .0500 8.075 12/01/2026
500062789 CRUM,ROBERT E 8.125 .150 7.975 .1000 7.875 12/01/2026
500062817 SKALIS,DJ 8.125 .250 7.875 .0500 7.825 12/01/2026
500062832 D'ALESIO,G.F. 8.250 .250 8.000 .0500 7.950 12/01/2026
500062864 RADT,LINDA & JEFFREY 8.125 .250 7.875 .0500 7.825 12/01/2026
500062865 MACY,BRYANT K&PATRICIA A 8.125 .250 7.875 .0500 7.825 12/01/2026
500062866 ELLIOTT,JOHN L&BEVERLY 7.875 .250 7.625 .0500 7.575 12/01/2026
500062867 SELTZER,RONALD A&ADELE W 9.000 .250 8.750 .0500 8.700 12/01/2026
500062868 JONES,GARY&JOAN 7.875 .250 7.625 .0500 7.575 12/01/2026
500062869 BASNETT,WILLIAM W&WENDY J 8.000 .250 7.750 .0500 7.700 12/01/2026
500062871 ULLMAN,RICHARD&ANNA 8.250 .250 8.000 .0500 7.950 09/01/2026
500062872 CHU,YUH-YI&LIU,YA-CHI ANG 7.875 .250 7.625 .0500 7.575 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500052419 MAZZOLA,ANTHONY J 090163636 $4,560.43 01/01/1997 360
500062499 KOEN,MICHAEL KIRBY 091898220 $1,507.07 01/01/1997 360
500062664 SATTERLUND,DANIEL C & LIN 120168 $2,584.25 01/01/1997 360
500062789 CRUM,ROBERT E 092410299 $2,265.36 33 01/01/1997 360
500062817 SKALIS,DJ 0917936 $1,455.29 01/01/1997 360
500062832 D'ALESIO,G.F. 0918440 $1,607.72 01/01/1997 360
500062864 RADT,LINDA & JEFFREY 830216 $1,590.43 1 01/01/1997 360
500062865 MACY,BRYANT K&PATRICIA A 827873 $2,694.52 2 01/01/1997 360
500062866 ELLIOTT,JOHN L&BEVERLY 824938 $2,262.22 01/01/1997 360
500062867 SELTZER,RONALD A&ADELE W 829143 $4,747.27 01/01/1997 360
500062868 JONES,GARY&JOAN 833863 $2,436.23 01/01/1997 360
500062869 BASNETT,WILLIAM W&WENDY J 834101 $2,348.05 01/01/1997 360
500062871 ULLMAN,RICHARD&ANNA 810978 $2,494.21 01/01/1997 360
500062872 CHU,YUH-YI&LIU,YA-CHI ANG 830109 $2,146.21 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500052419 MAZZOLA,ANTHONY J .00 .00 .00 .000 .250 .300 $1,350,000.00 N
500062499 KOEN,MICHAEL KIRBY .00 .00 .00 .000 .150 .250 $260,152.00 N
500062664 SATTERLUND,DANIEL C & LIN $425,000.00 N
500062789 CRUM,ROBERT E .00 .00 .00 .000 .150 .250 $339,000.00 N
500062817 SKALIS,DJ $280,000.00 N
500062832 D'ALESIO,G.F. $300,000.00 N
500062864 RADT,LINDA & JEFFREY $238,000.00 N
500062865 MACY,BRYANT K&PATRICIA A $403,226.00 N
500062866 ELLIOTT,JOHN L&BEVERLY $475,000.00 N
500062867 SELTZER,RONALD A&ADELE W $1,375,000.00 N
500062868 JONES,GARY&JOAN $635,000.00 N
500062869 BASNETT,WILLIAM W&WENDY J $400,000.00 N
500062871 ULLMAN,RICHARD&ANNA $415,000.00 N
500062872 CHU,YUH-YI&LIU,YA-CHI ANG $370,000.00 N
</TABLE>
<PAGE>
Page 2
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062873 BRANDON,RAYMOND E&JUDITH 3231 POMACE COURT PLEASANTON CA 94566 $232,355.49
500062874 HUNDLEY,FRANK B&CYNTHIA D 6 PARKRIDGE COURT BELMONT CA 94002 $314,804.21
500062875 HARRIS,GEORGE D&BARBARA L 3507 MOOREGATE DRIVE MARIETTA GA 30060 $242,828.50
500062876 KIMBALL,RICHARD M&LOIS A 68 WILLOWLEAF DRIVE LITTLETON CO 80127 $307,793.34
500062877 BENEDICT,H.F 5 PILLOW ROAD SUNSET VALLEY TX 78745 $127,122.94
500062901 HIRSH,NORMAN 34 BARBARA DRIVE TOWNSHIP OF RAN NJ 07869 $300,000.00
500062904 LARK,LAMARR K 10 DEVONSHIRE PLACE ANDOVER MA 01810 $339,766.01
500062906 RAFFERTY,JOHN A 4055 LINDEN AVENUE WESTERN SPRINGS IL 60558 $279,802.38
500062907 FALBER,STUART M 21 PECK AVENUE WAYLAND MA 01778 $343,786.18
500062908 MACHOLL,BARBARA J 80 POTTERS LANE FAIRFIELD CT 06430 $254,400.00
500062910 ALEXANDER,DENNIS 3712 VILLAGE DRIVE HAZEL CREST IL 60429 $243,048.83
500062912 CALDERON,PHILLIP S 3360 VICTORIA AVENUE LAFAYETTE CA 94549 $310,230.89
500062913 TRUNNELL,MARK ANDREW 3141 SHERI DRIVE SIMI VALLEY CA 93063 $218,357.07
500062915 RISKE,GARY W 22 BROADVIEW TERRACE ORINDA CA 94563 $559,504.83
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062873 BRANDON,RAYMOND E&JUDITH 8.375 .250 8.125 .0500 8.075 12/01/2026
500062874 HUNDLEY,FRANK B&CYNTHIA D 8.375 .250 8.125 .0500 8.075 12/01/2026
500062875 HARRIS,GEORGE D&BARBARA L 7.750 .250 7.500 .0500 7.450 12/01/2026
500062876 KIMBALL,RICHARD M&LOIS A 8.000 .250 7.750 .0500 7.700 12/01/2026
500062877 BENEDICT,H.F 8.500 .250 8.250 .0500 8.200 12/01/2026
500062901 HIRSH,NORMAN 8.000 .150 7.850 .1000 7.750 01/01/2027
500062904 LARK,LAMARR K 7.875 .150 7.725 .1000 7.625 12/01/2026
500062906 RAFFERTY,JOHN A 7.750 .150 7.600 .1000 7.500 12/01/2026
500062907 FALBER,STUART M 8.375 .250 8.125 .0500 8.075 12/01/2026
500062908 MACHOLL,BARBARA J 7.875 .150 7.725 .1000 7.625 01/01/2027
500062910 ALEXANDER,DENNIS 8.375 .150 8.225 .1000 8.125 12/01/2026
500062912 CALDERON,PHILLIP S 7.750 .150 7.600 .1000 7.500 12/01/2026
500062913 TRUNNELL,MARK ANDREW 8.125 .250 7.875 .0500 7.825 12/01/2026
500062915 RISKE,GARY W 7.750 .150 7.600 .1000 7.500 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062873 BRANDON,RAYMOND E&JUDITH 832501 $1,767.17 01/01/1997 360
500062874 HUNDLEY,FRANK B&CYNTHIA D 832642 $2,394.23 2 01/01/1997 360
500062875 HARRIS,GEORGE D&BARBARA L 832808 $1,740.88 01/01/1997 360
500062876 KIMBALL,RICHARD M&LOIS A 833780 $2,259.99 7 01/01/1997 360
500062877 BENEDICT,H.F 830604 $978.06 01/01/1997 360
500062901 HIRSH,NORMAN 091892854 $2,201.29 01/01/1997 360
500062904 LARK,LAMARR K 092402932 $2,465.24 01/01/1997 360
500062906 RAFFERTY,JOHN A 092407242 $2,005.95 01/01/1997 360
500062907 FALBER,STUART M 092408614 $2,614.65 01/01/1997 360
500062908 MACHOLL,BARBARA J 092409480 $1,844.58 01/01/1997 360
500062910 ALEXANDER,DENNIS 092409951 $1,848.50 01/01/1997 360
500062912 CALDERON,PHILLIP S 092410103 $2,224.10 12 01/01/1997 360
500062913 TRUNNELL,MARK ANDREW 092411081 $1,622.36 12 01/01/1997 360
500062915 RISKE,GARY W 092411935 $4,011.19 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062873 BRANDON,RAYMOND E&JUDITH $310,000.00 N
500062874 HUNDLEY,FRANK B&CYNTHIA D $350,000.00 N
500062875 HARRIS,GEORGE D&BARBARA L $315,000.00 N
500062876 KIMBALL,RICHARD M&LOIS A $365,000.00 N
500062877 BENEDICT,H.F $159,000.00 N
500062901 HIRSH,NORMAN .00 .00 .00 .000 .150 .250 $514,000.00 N
500062904 LARK,LAMARR K .00 .00 .00 .000 .150 .250 $425,600.00 N
500062906 RAFFERTY,JOHN A .00 .00 .00 .000 .150 .250 $427,000.00 N
500062907 FALBER,STUART M .00 .00 .00 .000 .250 .300 $430,000.00 N
500062908 MACHOLL,BARBARA J .00 .00 .00 .000 .150 .250 $318,000.00 N
500062910 ALEXANDER,DENNIS .00 .00 .00 .000 .150 .250 $304,000.00 N
500062912 CALDERON,PHILLIP S .00 .00 .00 .000 .150 .250 $344,950.00 N
500062913 TRUNNELL,MARK ANDREW .00 .00 .00 .000 .250 .300 $230,000.00 N
500062915 RISKE,GARY W .00 .00 .00 .000 .150 .250 $699,950.00 N
</TABLE>
<PAGE>
Page 3
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062916 KASHIZADEH,SHAHROUZ 10857 WILKINS AVENUE LOS ANGELES CA 90024 $274,824.65
500062918 ABEND,PAUL M 10461 OVERHILL BRIGHTON MI 48116 $233,821.95
500062931 WISEMAN,DANIEL L. 1995 VINCENT DR. SAN MARTIN CA 95046 $494,684.36
500062932 ROWLAND,DANIEL 37 LA CROSSE DRIVE MORGAN HILL CA 95037 $319,579.94
500062933 ELFRINK,LOUI D JR 6601 SOUTH FLORENCE AVE TULSA OK 74136 $251,839.31
500062941 ELLERITZ,BRIAN J. 202 SANTA MARGARTTA AVE MENLO PARK CA 94025 $382,736.42
500062942 IKER,STEVEN 875 STERLING OAKS COURT AGOURA CA 91301 $324,781.93
500062943 ROBINSON,WENDELL D. 4601 GIN PLANTATION DRIVE LITHONIA GA 30058 $246,236.67
500062944 BRUGUERA,LAWRENCE 817 GAILEN AVENUE PALO ALTO CA 94303 $319,429.12
500062946 CARTER,RANDALL D. 23 SOUTHCLIFF NORMAN OK 73072 $335,611.97
500062947 SCOTT,JEFFREY T. 3399 EAST STONE MOUNTAIN SANDY UT 84092 $436,411.61
500062948 VOLCANSEK,FREDERICK W. 10 MOSS BLUFF COURT THE WOODLANDS TX 77382 $276,445.77
500062949 BOWLIN,DAVID J. 7223 TIMBERLAKE DRIVE SUGAR LAND TX 77479 $219,852.38
500062950 NELSON,DAVID C, 5005 S. JASMINE TR SIOUX FALLS SD 57106 $255,680.67
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062916 KASHIZADEH,SHAHROUZ 8.250 .250 8.000 .0500 7.950 12/01/2026
500062918 ABEND,PAUL M 7.375 .150 7.225 .1000 7.125 12/01/2026
500062931 WISEMAN,DANIEL L. 8.250 .250 8.000 .0500 7.950 12/01/2026
500062932 ROWLAND,DANIEL 8.125 .250 7.875 .0500 7.825 11/01/2026
500062933 ELFRINK,LOUI D JR 8.250 .250 8.000 .0500 7.950 12/01/2026
500062941 ELLERITZ,BRIAN J. 7.875 .250 7.625 .0500 7.575 12/01/2026
500062942 IKER,STEVEN 8.000 .250 7.750 .0500 7.700 12/01/2026
500062943 ROBINSON,WENDELL D. 8.000 .250 7.750 .0500 7.700 12/01/2026
500062944 BRUGUERA,LAWRENCE 8.625 .250 8.375 .0500 8.325 10/01/2026
500062946 CARTER,RANDALL D. 8.750 .250 8.500 .0500 8.450 11/01/2026
500062947 SCOTT,JEFFREY T. 8.000 .250 7.750 .0500 7.700 11/01/2026
500062948 VOLCANSEK,FREDERICK W. 8.250 .250 8.000 .0500 7.950 11/01/2026
500062949 BOWLIN,DAVID J. 8.000 .250 7.750 .0500 7.700 12/01/2026
500062950 NELSON,DAVID C, 8.375 .250 8.125 .0500 8.075 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062916 KASHIZADEH,SHAHROUZ 092412620 $2,065.98 01/01/1997 360
500062918 ABEND,PAUL M 092412919 $1,616.18 12 01/01/1997 360
500062931 WISEMAN,DANIEL L. 7064881 $3,733.79 01/01/1997 360
500062932 ROWLAND,DANIEL 6456502 $2,375.99 01/01/1997 360
500062933 ELFRINK,LOUI D JR 6451932 $1,893.19 01/01/1997 360
500062941 ELLERITZ,BRIAN J. 7065136 $2,777.02 01/01/1997 360
500062942 IKER,STEVEN 7065159 $2,384.73 01/01/1997 360
500062943 ROBINSON,WENDELL D. 7066716 $1,808.00 01/01/1997 360
500062944 BRUGUERA,LAWRENCE 6404092 $2,488.93 01/01/1997 360
500062946 CARTER,RANDALL D. 6374802 $2,643.31 01/01/1997 360
500062947 SCOTT,JEFFREY T. 6446022 $3,206.55 01/01/1997 360
500062948 VOLCANSEK,FREDERICK W. 6350992 $2,079.51 2 01/01/1997 360
500062949 BOWLIN,DAVID J. 6295512 $1,614.28 01/01/1997 360
500062950 NELSON,DAVID C, 6444092 $1,945.78 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062916 KASHIZADEH,SHAHROUZ .00 .00 .00 .000 .250 .300 $405,000.00 N
500062918 ABEND,PAUL M .00 .00 .00 .000 .150 .250 $260,000.00 N
500062931 WISEMAN,DANIEL L. $660,000.00 N
500062932 ROWLAND,DANIEL $400,000.00 N
500062933 ELFRINK,LOUI D JR $315,000.00 N
500062941 ELLERITZ,BRIAN J. $530,000.00 N
500062942 IKER,STEVEN $420,000.00 N
500062943 ROBINSON,WENDELL D. $320,000.00 N
500062944 BRUGUERA,LAWRENCE $454,000.00 N
500062946 CARTER,RANDALL D. $425,000.00 N
500062947 SCOTT,JEFFREY T. $606,000.00 N
500062948 VOLCANSEK,FREDERICK W. $291,400.00 N
500062949 BOWLIN,DAVID J. $275,000.00 N
500062950 NELSON,DAVID C, $320,000.00 N
</TABLE>
<PAGE>
Page 4
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062951 COUNCIL,MAURICE 1411 TROUT DRIVE PANAMA CITY BEA FL 32408 $219,852.38
500062953 BROWN,JON 9763 DONINGTON PLACE LOS ANGELES CA 90210 $274,841.78
500062954 CRAWFORD,D.CHRIS 905 OVILLA OAKS DRIVE OVILLA TX 75154 $223,713.34
500062956 ROBINSON,MICHAEL S. 976 TERRA BELLA AVE SAN JOSE CA 95125 $391,323.62
500062957 SWEENEY,JAMES C. 18 JUNIPER DRIVE KINGSTON MA 02364 $271,835.22
500062959 EVASHENK,MICHAEL J. 9 STONEFIELD CT SACREMENTO CA 95831 $241,340.74
500062960 BRAY,J.GRAHAM 61 LITTLE CREEK LANE NOVATO CA 94945 $220,344.37
500062961 MCKASSON,THOMAS A. 16879 SUMMER PLACE LAKE OSWEGO OR 97035 $241,287.99
500062962 KANE,MARK 17512 MUIRFIELD DRIVE DALLAS TX 75287 $319,785.28
500062963 KOURY,ROBERT R. 3616 SNIDOW DRIVE PLANO TX 75025 $251,669.20
500062964 SCHRIER,STANLEY 1329 N. 141ST AVE OMAHA NE 68118 $499,672.93
500062965 NOWELL,TRACY A. 612 ENCHANTED ISLES DRIVE MABANK TX 75147 $359,539.30
500062967 CLEMANN,DONALD 1825 173RD AVE NE BELLEVUE WA 98008 $260,820.38
500062968 TOPP,GREG A. 5632 CHALON ROAD YORBA LINDA CA 92886 $299,606.19
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062951 COUNCIL,MAURICE 8.250 .250 8.000 .0500 7.950 10/01/2026
500062953 BROWN,JON 8.125 .250 7.875 .0500 7.825 12/01/2026
500062954 CRAWFORD,D.CHRIS 8.250 .250 8.000 .0500 7.950 11/01/2026
500062956 ROBINSON,MICHAEL S. 8.500 .250 8.250 .0500 8.200 11/01/2026
500062957 SWEENEY,JAMES C. 8.500 .250 8.250 .0500 8.200 12/01/2026
500062959 EVASHENK,MICHAEL J. 8.250 .250 8.000 .0500 7.950 11/01/2026
500062960 BRAY,J.GRAHAM 7.750 .250 7.500 .0500 7.450 12/01/2026
500062961 MCKASSON,THOMAS A. 8.000 .250 7.750 .0500 7.700 12/01/2026
500062962 KANE,MARK 8.000 .250 7.750 .0500 7.700 12/01/2026
500062963 KOURY,ROBERT R. 8.125 .250 7.875 .0500 7.825 11/01/2026
500062964 SCHRIER,STANLEY 8.125 .250 7.875 .0500 7.825 12/01/2026
500062965 NOWELL,TRACY A. 8.250 .250 8.000 .0500 7.950 11/01/2026
500062967 CLEMANN,DONALD 7.875 .250 7.625 .0500 7.575 12/01/2026
500062968 TOPP,GREG A. 8.125 .250 7.875 .0500 7.825 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062951 COUNCIL,MAURICE 6282972 $1,878.17 01/01/1997 360
500062953 BROWN,JON 6617432 $2,227.49 01/01/1997 360
500062954 CRAWFORD,D.CHRIS 6063222 $1,682.84 01/01/1997 360
500062956 ROBINSON,MICHAEL S. 6441592 $3,012.60 01/01/1997 360
500062957 SWEENEY,JAMES C. 5934072 $2,091.45 18 01/01/1997 360
500062959 EVASHENK,MICHAEL J. 6618772 $1,815.44 1 01/01/1997 360
500062960 BRAY,J.GRAHAM 6707602 $1,579.69 14 01/01/1997 360
500062961 MCKASSON,THOMAS A. 6626062 $1,771.68 01/01/1997 360
500062962 KANE,MARK 6691902 $2,348.05 01/01/1997 360
500062963 KOURY,ROBERT R. 6631142 $1,871.09 01/01/1997 360
500062964 SCHRIER,STANLEY 6687292 $3,712.49 01/01/1997 360
500062965 NOWELL,TRACY A. 6631882 $2,704.56 1 01/01/1997 360
500062967 CLEMANN,DONALD 6684552 $1,892.43 1 01/01/1997 360
500062968 TOPP,GREG A. 6621352 $2,227.49 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062951 COUNCIL,MAURICE $425,000.00 N
500062953 BROWN,JON $890,000.00 N
500062954 CRAWFORD,D.CHRIS $280,000.00 N
500062956 ROBINSON,MICHAEL S. $489,800.00 N
500062957 SWEENEY,JAMES C. $304,000.00 N
500062959 EVASHENK,MICHAEL J. $275,000.00 N
500062960 BRAY,J.GRAHAM $245,000.00 N
500062961 MCKASSON,THOMAS A. $301,874.00 N
500062962 KANE,MARK $411,000.00 N
500062963 KOURY,ROBERT R. $342,005.16 N
500062964 SCHRIER,STANLEY $800,000.00 N
500062965 NOWELL,TRACY A. $400,000.00 N
500062967 CLEMANN,DONALD $290,000.00 N
500062968 TOPP,GREG A. $375,000.00 N
</TABLE>
<PAGE>
Page 5
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062970 GERBAZ,MICHAEL B. 0355 WATSON DIVIDE ROAD SNOWMASS CO 81654 $245,850.97
500062971 JEFFERIS,TODD R. 1340 CLAYTON ROAD SAN JOSE CA 95127 $254,745.52
500062972 SHIM,YOUNG 5515 ALFREDO COURT AGOURA HILLS CA 91301 $253,838.03
500062973 TAYLOR,SCOTT 2180 NELSON ROAD SCOTTS VALLEY CA 95066 $359,770.44
500062974 BOYBORDI,MOHOMMAD 9514 VANALDEN AVENUE LOS ANGELES CA 91342 $231,620.08
500062975 BUIS,THOMAS E. 8596 EAST DAVENPORT DR. SCOTTSDALE AZ 85260 $429,304.35
500062976 TOOLE,AUSTIN A. 21 COBBLER LANE SHARON MA 02067 $271,113.29
500062977 JONES,ROBERT D. 22 WINGED FOOT WEST ABILENE TX 79606 $219,856.08
500062978 KRONICK,GENE 6960 LIONS HEAD LANE BOCA RATON FL 33496 $279,641.67
500062979 PIZZURO,THOMAS 17 ILANA COURT NORTH CASTLE NY 10504 $379,583.30
500062980 MARTIN,LOLITA D. JAMES 4906 FOREST CREEK COURT BOWIE MD 20720 $279,684.89
500062981 DILL,DANIEL J. 135 BASS POINT ROAD NAHANT MA 01908 $244,847.72
500062983 CHANG,MICHAEL 3527 HENRIETTA AVENUE GLENDALE CA 91214 $249,188.76
500062985 MEMMO,NICHOLAS A JR. 43 FAIRWAY LANE FOXBORO MA 02035 $265,937.11
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062970 GERBAZ,MICHAEL B. 8.500 .250 8.250 .0500 8.200 12/01/2026
500062971 JEFFERIS,TODD R. 8.500 .250 8.250 .0500 8.200 12/01/2026
500062972 SHIM,YOUNG 8.250 .250 8.000 .0500 7.950 12/01/2026
500062973 TAYLOR,SCOTT 8.250 .250 8.000 .0500 7.950 12/01/2026
500062974 BOYBORDI,MOHOMMAD 8.875 .250 8.625 .0500 8.575 12/01/2026
500062975 BUIS,THOMAS E. 7.875 .250 7.625 .0500 7.575 12/01/2026
500062976 TOOLE,AUSTIN A. 7.875 .250 7.625 .0500 7.575 12/01/2026
500062977 JONES,ROBERT D. 8.125 .250 7.875 .0500 7.825 12/01/2026
500062978 KRONICK,GENE 8.250 .250 8.000 .0500 7.950 11/01/2026
500062979 PIZZURO,THOMAS 9.000 .250 8.750 .0500 8.700 11/01/2026
500062980 MARTIN,LOLITA D. JAMES 8.875 .250 8.625 .0500 8.575 11/01/2026
500062981 DILL,DANIEL J. 8.375 .250 8.125 .0500 8.075 12/01/2026
500062983 CHANG,MICHAEL 8.375 .250 8.125 .0500 8.075 11/01/2026
500062985 MEMMO,NICHOLAS A JR. 8.750 .250 8.500 .0500 8.450 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062970 GERBAZ,MICHAEL B. 6679442 $1,891.53 01/01/1997 360
500062971 JEFFERIS,TODD R. 6620742 $1,960.73 01/01/1997 360
500062972 SHIM,YOUNG 6677282 $1,908.22 01/01/1997 360
500062973 TAYLOR,SCOTT 6676332 $2,704.56 01/01/1997 360
500062974 BOYBORDI,MOHOMMAD 6620652 $1,843.91 7 01/01/1997 360
500062975 BUIS,THOMAS E. 6671292 $3,114.90 01/01/1997 360
500062976 TOOLE,AUSTIN A. 6619972 $1,967.12 01/01/1997 360
500062977 JONES,ROBERT D. 6666262 $1,633.49 01/01/1997 360
500062978 KRONICK,GENE 7060692 $2,103.55 01/01/1997 360
500062979 PIZZURO,THOMAS 7060645 $3,057.57 01/01/1997 360
500062980 MARTIN,LOLITA D. JAMES 7060306 $2,227.81 18 01/01/1997 360
500062981 DILL,DANIEL J. 7060436 $1,862.18 01/01/1997 360
500062983 CHANG,MICHAEL 7062872 $1,896.38 14 01/01/1997 360
500062985 MEMMO,NICHOLAS A JR. 7060716 $2,094.59 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062970 GERBAZ,MICHAEL B. $350,000.00 N
500062971 JEFFERIS,TODD R. $340,000.00 N
500062972 SHIM,YOUNG $320,000.00 N
500062973 TAYLOR,SCOTT $450,000.00 N
500062974 BOYBORDI,MOHOMMAD $257,500.00 N
500062975 BUIS,THOMAS E. $550,000.00 N
500062976 TOOLE,AUSTIN A. $377,000.00 N
500062977 JONES,ROBERT D. $275,000.00 N
500062978 KRONICK,GENE $1,060,000.00 N
500062979 PIZZURO,THOMAS $570,000.00 N
500062980 MARTIN,LOLITA D. JAMES $315,000.00 N
500062981 DILL,DANIEL J. $425,000.00 N
500062983 CHANG,MICHAEL $277,500.00 N
500062985 MEMMO,NICHOLAS A JR. $355,000.00 N
</TABLE>
<PAGE>
Page 6
RUN DATE: 01/21/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 11:09:39 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/21/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062986 MURCIA,FRANCISCO A. 649 CAYUGA AVENUE SAN FRANCISCO CA 94112 $215,630.67
500062987 DOSHI,YOGESH K. 244 MUSCAT COURT FREMONT CA 94539 $399,488.11
500062988 STRAVINSKI,CEASER A.,JR 160 MIDLAND MANOR DRIVE MIDLAND CA 31820 $239,838.97
500062989 DINH,JOSEPH 345 TRAMWAY DRIVE MILPITAS CA 95035 $281,815.52
500062990 COPELAND,DENNIS W. 21 VILLAGE DRIVE CARMEL VALLEY CA 93924 $314,575.87
500062992 ELIAS,URI 125 SOUTH HAMEL DRIVE BEVERLY HILLS CA 90211 $263,662.14
500062993 ZIMMERMAN,EARL K. 1376 SHEFFIELD AVENUE CAMPBELL CA 95008 $297,998.21
500062994 LINKE,RAYMOND 28731 HEDGEROW MISSION VIEJO CA 92692 $296,833.49
500062995 WONG,GREGORY K. 1352 MILLBRAE AVENUE MILLBRAE CA 94030 $399,461.43
500062996 LEIVA,MANUEL 7921 GOODHURST DRIVE GAITHERSBURG MD 20879 $291,644.95
500062998 BRUNACHE,JEAN CLAUDE 2011 MEZES AVENUE BELMONT CA 94002 $343,602.72
500062999 KEITH,F.M. 1511 VANCOUVER ANENUE BURLINGAME CA 94010 $484,089.31
500063000 HUDSON,RUSSELL L. 4811 HERMANSON CIRCLE HUNTINGTON BEAC CA 92649 $299,606.17
500063001 SHANLEY,JOHN 2155 30TH AVENUE SAN FRANCISCO CA 94116 $233,198.98
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062986 MURCIA,FRANCISCO A. 8.375 .250 8.125 .0500 8.075 11/01/2026
500062987 DOSHI,YOGESH K. 8.250 .250 8.000 .0500 7.950 11/01/2026
500062988 STRAVINSKI,CEASER A.,JR 8.000 .250 7.750 .0500 7.700 12/01/2026
500062989 DINH,JOSEPH 8.125 .250 7.875 .0500 7.825 12/01/2026
500062990 COPELAND,DENNIS W. 8.000 .250 7.750 .0500 7.700 11/01/2026
500062992 ELIAS,URI 8.250 .250 8.000 .0500 7.950 11/01/2026
500062993 ZIMMERMAN,EARL K. 8.000 .250 7.750 .0500 7.700 11/01/2026
500062994 LINKE,RAYMOND 8.875 .250 8.625 .0500 8.575 12/01/2026
500062995 WONG,GREGORY K. 8.000 .250 7.750 .0500 7.700 11/01/2026
500062996 LEIVA,MANUEL 8.500 .250 8.250 .0500 8.200 11/01/2026
500062998 BRUNACHE,JEAN CLAUDE 8.750 .250 8.500 .0500 8.450 11/01/2026
500062999 KEITH,F.M. 8.375 .250 8.125 .0500 8.075 11/01/2026
500063000 HUDSON,RUSSELL L. 8.125 .250 7.875 .0500 7.825 11/01/2026
500063001 SHANLEY,JOHN 8.000 .250 7.750 .0500 7.700 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062986 MURCIA,FRANCISCO A. 7063148 $1,641.00 01/01/1997 360
500062987 DOSHI,YOGESH K. 7060908 $3,005.07 01/01/1997 360
500062988 STRAVINSKI,CEASER A.,JR 7063189 $1,761.04 01/01/1997 360
500062989 DINH,JOSEPH 7063285 $2,093.84 01/01/1997 360
500062990 COPELAND,DENNIS W. 7063374 $2,311.36 01/01/1997 360
500062992 ELIAS,URI 7063524 $1,983.34 01/01/1997 360
500062993 ZIMMERMAN,EARL K. 7061054 $2,189.56 01/01/1997 360
500062994 LINKE,RAYMOND 7063520 $2,363.07 15 01/01/1997 360
500062995 WONG,GREGORY K. 7061051 $2,935.06 01/01/1997 360
500062996 LEIVA,MANUEL 7059902 $2,245.23 01/01/1997 360
500062998 BRUNACHE,JEAN CLAUDE 7059830 $2,706.25 01/01/1997 360
500062999 KEITH,F.M. 6460952 $3,686.35 01/01/1997 360
500063000 HUDSON,RUSSELL L. 7059752 $2,227.50 01/01/1997 360
500063001 SHANLEY,JOHN 6461032 $1,714.07 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062986 MURCIA,FRANCISCO A. $270,000.00 N
500062987 DOSHI,YOGESH K. $527,000.00 N
500062988 STRAVINSKI,CEASER A.,JR $340,000.00 N
500062989 DINH,JOSEPH $392,000.00 N
500062990 COPELAND,DENNIS W. $395,000.00 N
500062992 ELIAS,URI $330,000.00 N
500062993 ZIMMERMAN,EARL K. $373,000.00 N
500062994 LINKE,RAYMOND $330,000.00 N
500062995 WONG,GREGORY K. $545,000.00 N
500062996 LEIVA,MANUEL $370,250.00 N
500062998 BRUNACHE,JEAN CLAUDE $430,000.00 N
500062999 KEITH,F.M. $685,000.00 N
500063000 HUDSON,RUSSELL L. $375,000.00 N
500063001 SHANLEY,JOHN $292,000.00 N
</TABLE>
<PAGE>
Page 7
RUN DATE: 01/21/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 11:09:39 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/21/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063002 TARDIFF,ANNE-MARIE 1540 BAY POINTE DRIVE SARASOTA FL 34236 $295,640.11
500063003 HABIB,DAVID 1405 MCLEAN MEWS COURT MCLEAN VA 22101 $282,818.69
500063004 FINE-ROBERTS, BARBARA G. 1704 N.ATLANTIC AVENUE DAYTONA BEACH FL 32118 $249,688.14
500063005 DERVISHI,BRIAN 6325 RIVIERA DRIVE CORAL GABLES FL 33146 $307,605.85
500063006 BUCKMAN,JAMES 29605 DOUBLE EAGLE DR FAIR OAKS RANCH TX 78015 $280,176.05
500063007 SEXTON,JAMES M. 9105 WOODRIDGE RUN DRIVE TAMPA FL 33647 $355,508.39
500063008 FEUER,DEBORAH 254 BUNGALOW AVENUE SAN RAFEAL CA 94901 $259,649.93
500063009 ADESANYA,ABIODUN 3428 FOREST WOOD DRIVE BROOKVILLE MD 20833 $219,452.65
500063010 GAUTHIER,THEODORE J. 500 LAGUNITA DRIVE SOQUEL CA 95073 $255,571.53
500063011 SMITHERS,THOMAS 490 BIRKDALE DRIVE FAYETEVILLE GA 30215 $417,177.84
500063012 BALA,SUNIL 7536 ARLINGTON BLVD FALLS CHURCH VA 22042 $339,530.48
500063013 RUBY,CHARLES ERIC 211 MALLARD DRIVE STEVENSVILLE MD 21617 $254,656.66
500063014 KARABATSOS,JOHN 4280 SOUTH MEADOW BROOK L EVERGREEN CO 80439 $259,683.86
500063015 BRUNETTI,RICHARD 1243 ORLOFF DRIVE PLEASANTON CA 94566 $267,257.55
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063002 TARDIFF,ANNE-MARIE 8.500 .250 8.250 .0500 8.200 11/01/2026
500063003 HABIB,DAVID 8.000 .250 7.750 .0500 7.700 11/01/2026
500063004 FINE-ROBERTS, BARBARA G. 8.375 .250 8.125 .0500 8.075 11/01/2026
500063005 DERVISHI,BRIAN 8.250 .250 8.000 .0500 7.950 11/01/2026
500063006 BUCKMAN,JAMES 8.750 .250 8.500 .0500 8.450 11/01/2026
500063007 SEXTON,JAMES M. 7.875 .250 7.625 .0500 7.575 12/01/2026
500063008 FEUER,DEBORAH 8.000 .250 7.750 .0500 7.700 11/01/2026
500063009 ADESANYA,ABIODUN 8.000 .250 7.750 .0500 7.700 12/01/2026
500063010 GAUTHIER,THEODORE J. 8.250 .250 8.000 .0500 7.950 11/01/2026
500063011 SMITHERS,THOMAS 8.750 .250 8.500 .0500 8.450 12/01/2026
500063012 BALA,SUNIL 7.875 .250 7.625 .0500 7.575 11/01/2026
500063013 RUBY,CHARLES ERIC 8.000 .250 7.750 .0500 7.700 11/01/2026
500063014 KARABATSOS,JOHN 8.500 .250 8.250 .0500 8.200 11/01/2026
500063015 BRUNETTI,RICHARD 8.250 .250 8.000 .0500 7.950 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063002 TARDIFF,ANNE-MARIE 7059540 $2,275.98 01/01/1997 360
500063003 HABIB,DAVID 6461622 $2,078.02 01/01/1997 360
500063004 FINE-ROBERTS, BARBARA G. 7059410 $1,900.18 01/01/1997 360
500063005 DERVISHI,BRIAN 7058489 $2,313.90 01/01/1997 360
500063006 BUCKMAN,JAMES 6462222 $2,206.70 1 01/01/1997 360
500063007 SEXTON,JAMES M. 7057865 $2,581.25 01/01/1997 360
500063008 FEUER,DEBORAH 6462242 $1,907.79 01/01/1997 360
500063009 ADESANYA,ABIODUN 7057439 $1,611.35 12 01/01/1997 360
500063010 GAUTHIER,THEODORE J. 7062138 $1,923.25 01/01/1997 360
500063011 SMITHERS,THOMAS 6492992 $3,283.83 01/01/1997 360
500063012 BALA,SUNIL 6464132 $2,465.24 01/01/1997 360
500063013 RUBY,CHARLES ERIC 7062187 $1,871.10 01/01/1997 360
500063014 KARABATSOS,JOHN 6469012 $1,999.18 01/01/1997 360
500063015 BRUNETTI,RICHARD 6497962 $2,010.39 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063002 TARDIFF,ANNE-MARIE $415,000.00 N
500063003 HABIB,DAVID $354,000.00 N
500063004 FINE-ROBERTS, BARBARA G. $313,000.00 N
500063005 DERVISHI,BRIAN $385,000.00 N
500063006 BUCKMAN,JAMES $311,680.00 N
500063007 SEXTON,JAMES M. $445,000.00 N
500063008 FEUER,DEBORAH $325,000.00 N
500063009 ADESANYA,ABIODUN $250,000.00 N
500063010 GAUTHIER,THEODORE J. $320,000.00 N
500063011 SMITHERS,THOMAS $612,000.00 N
500063012 BALA,SUNIL $425,000.00 N
500063013 RUBY,CHARLES ERIC $326,000.00 N
500063014 KARABATSOS,JOHN $480,000.00 N
500063015 BRUNETTI,RICHARD $375,000.00 N
</TABLE>
<PAGE>
Page 8
RUN DATE: 01/21/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 11:09:39 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/21/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063016 GRAHAM,PAUL R. 146 LAS ASTAS DRIVE LOS GATOS CA 95030 $273,167.45
500063017 FLETCHER,FRANK R. 1462 HARRINGTON PARK DR JACKSONVILLE FL 32225 $251,652.02
500063018 ZIPKIN,ROBERT E. M.D. 1420 VANCOUVER AVENUE BURLINGAME CA 94010 $462,433.26
500063019 BONHAM,WILLIAM H. 12935 LONG RIDGE ROAD KNOXVILLE TN 37922 $283,127.85
500063020 LUM,D 1456 FALCON AVENUE SUNNYVALE CA 94087 $299,616.09
500063021 TRAN,HENRY H. 581 PALOMA AVENUE PACIFICA CA 94044 $252,659.35
500063022 DEMPSEY,S.D. 317 MALLARD ROAD WESTON FL 33327 $345,362.16
500063023 COPLIN,WILLIAM 956 ADDISON AVENUE PALO ALTO CA 94301 $649,032.19
500063024 SANDERS,JAMES 1129 INTERLOCHEN BLVD WINTER HAVEN FL 33884 $325,832.49
500063026 NGUYEN,KELVIN ANH-DUC 7522 EAST BIG CANYON DRIV ANAHEIM CA 92808 $244,627.22
500063027 SUEN,KAM CHARN 13323 277TH AVENUE, N.E. WOODINVILLE WA 98072 $306,832.26
500063028 NGUYEN,HUY 8631 LAKEVIEW LANE FAIRFAX STATION VA 22039 $268,772.79
500063029 SHAMIEH,NABIL 925 PARROTT DRIVE HILLSBOROUGH CA 94010 $559,226.69
500063030 CURRIER,LEWIS R. 22710 BENNER AVENUE TORRANCE CA 90505 $255,663.95
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063016 GRAHAM,PAUL R. 8.500 .250 8.250 .0500 8.200 11/01/2026
500063017 FLETCHER,FRANK R. 7.875 .250 7.625 .0500 7.575 11/01/2026
500063018 ZIPKIN,ROBERT E. M.D. 8.250 .250 8.000 .0500 7.950 11/01/2026
500063019 BONHAM,WILLIAM H. 8.125 .250 7.875 .0500 7.825 11/01/2026
500063020 LUM,D 8.250 .250 8.000 .0500 7.950 11/01/2026
500063021 TRAN,HENRY H. 8.000 .250 7.750 .0500 7.700 11/01/2026
500063022 DEMPSEY,S.D. 7.875 .250 7.625 .0500 7.575 12/01/2026
500063023 COPLIN,WILLIAM 7.500 .250 7.250 .0500 7.200 11/01/2026
500063024 SANDERS,JAMES 8.250 .250 8.000 .0500 7.950 11/01/2026
500063026 NGUYEN,KELVIN ANH-DUC 7.750 .250 7.500 .0500 7.450 12/01/2026
500063027 SUEN,KAM CHARN 8.000 .250 7.750 .0500 7.700 11/01/2026
500063028 NGUYEN,HUY 8.500 .250 8.250 .0500 8.200 11/01/2026
500063029 SHAMIEH,NABIL 7.875 .250 7.625 .0500 7.575 11/01/2026
500063030 CURRIER,LEWIS R. 8.125 .250 7.875 .0500 7.825 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063016 GRAHAM,PAUL R. 7062403 $2,102.98 01/01/1997 360
500063017 FLETCHER,FRANK R. 7062407 $1,827.17 01/01/1997 360
500063018 ZIPKIN,ROBERT E. M.D. 7062640 $3,479.87 01/01/1997 360
500063019 BONHAM,WILLIAM H. 7062649 $2,104.98 18 01/01/1997 360
500063020 LUM,D 7050368 $2,253.80 01/01/1997 360
500063021 TRAN,HENRY H. 7062081 $1,856.43 01/01/1997 360
500063022 DEMPSEY,S.D. 7052013 $2,505.84 01/01/1997 360
500063023 COPLIN,WILLIAM 7062116 $4,544.90 01/01/1997 360
500063024 SANDERS,JAMES 7055771 $2,451.01 18 01/01/1997 360
500063026 NGUYEN,KELVIN ANH-DUC 7061270 $1,753.78 01/01/1997 360
500063027 SUEN,KAM CHARN 7061210 $2,260.00 01/01/1997 360
500063028 NGUYEN,HUY 7061218 $2,069.15 7 01/01/1997 360
500063029 SHAMIEH,NABIL 7061283 $4,060.39 01/01/1997 360
500063030 CURRIER,LEWIS R. 7061286 $1,900.80 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063016 GRAHAM,PAUL R. $365,000.00 N
500063017 FLETCHER,FRANK R. $315,000.00 N
500063018 ZIPKIN,ROBERT E. M.D. $579,000.00 N
500063019 BONHAM,WILLIAM H. $315,000.00 N
500063020 LUM,D $375,000.00 N
500063021 TRAN,HENRY H. $453,000.00 N
500063022 DEMPSEY,S.D. $440,000.00 N
500063023 COPLIN,WILLIAM $815,000.00 N
500063024 SANDERS,JAMES $362,520.00 N
500063026 NGUYEN,KELVIN ANH-DUC $306,000.00 N
500063027 SUEN,KAM CHARN $387,000.00 N
500063028 NGUYEN,HUY $299,000.00 N
500063029 SHAMIEH,NABIL $700,000.00 N
500063030 CURRIER,LEWIS R. $338,000.00 N
</TABLE>
<PAGE>
Page 9
RUN DATE: 01/21/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 11:09:39 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/21/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063033 NORMAN,DAVID S. 725 1ST STREET SOUTH #103 KIRKLAND WA 98033 $259,640.97
500063034 ELLIS,CRAIG A. 17238 SOUTHEAST 47TH PL BELLEVUE WA 98006 $230,681.01
500063035 CROOKS,WILLIAM S. 33300 W.143RD STREET GARDNER KS 66030 $499,392.05
500063036 GIBBS,ALAN 7806 WOODSDALE LANE JACKSONVILLE FL 32256 $339,542.22
500063039 LIEW,KWANG S. 20325 VIA SAN MARINO CUPERTINO CA 95014 $377,503.79
500063042 DOLSON,BEN 807 VIA LIDO SOUD NEWPORT BEACH CA 92663 $998,687.27
500063043 PETTER,RUSSELL C. 343 HUDSON ROAD STOW MA 01775 $270,035.93
500063044 BROWN,JOSEPH 15701 WILLOWDALE ROAD TAMPA FL 33624 $269,821.58
500063045 O'DONNEL,WILLIAM J. LOT 24 MORGAN WAY TYNGSBOROUGH MA 01879 $219,725.56
500063046 JAY,GARY W 2603 CEDARWOOD CT MCKINNEY TX 75070 $311,600.71
500063047 ISAACSON,JAMES 4604 TRAYWICK DR. MARIETTA GA 30062 $297,219.16
500063048 GRAY,KENT R.P. 2440 ROSSMERE STREET COLORADO SPRING CO 80919 $259,842.49
500063049 STEPHENS,MARK G 22 LITTLEFIELD ROAD MILFORD MA 01757 $238,328.17
500063050 SMEAD,MICHAEL 6551 LEYLAND PARK DR SAN JOSE CA 95120 $251,677.52
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063033 NORMAN,DAVID S. 7.875 .250 7.625 .0500 7.575 11/01/2026
500063034 ELLIS,CRAIG A. 7.875 .250 7.625 .0500 7.575 11/01/2026
500063035 CROOKS,WILLIAM S. 8.500 .250 8.250 .0500 8.200 11/01/2026
500063036 GIBBS,ALAN 8.000 .250 7.750 .0500 7.700 11/01/2026
500063039 LIEW,KWANG S. 8.125 .250 7.875 .0500 7.825 11/01/2026
500063042 DOLSON,BEN 8.125 .250 7.875 .0500 7.825 11/01/2026
500063043 PETTER,RUSSELL C. 8.000 .250 7.750 .0500 7.700 11/01/2026
500063044 BROWN,JOSEPH 8.250 .250 8.000 .0500 7.950 11/01/2025
500063045 O'DONNEL,WILLIAM J. 8.375 .250 8.125 .0500 8.075 11/01/2026
500063046 JAY,GARY W 8.250 .250 8.000 .0500 7.950 11/01/2026
500063047 ISAACSON,JAMES 8.250 .250 8.000 .0500 7.950 11/01/2026
500063048 GRAY,KENT R.P. 8.500 .250 8.250 .0500 8.200 12/01/2026
500063049 STEPHENS,MARK G 8.125 .250 7.875 .0500 7.825 10/01/2026
500063050 SMEAD,MICHAEL 8.250 .250 8.000 .0500 7.950 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063033 NORMAN,DAVID S. 6587282 $1,885.18 01/01/1997 360
500063034 ELLIS,CRAIG A. 6591202 $1,674.91 01/01/1997 360
500063035 CROOKS,WILLIAM S. 6591652 $3,844.57 01/01/1997 360
500063036 GIBBS,ALAN 7057281 $2,494.80 01/01/1997 360
500063039 LIEW,KWANG S. 7061534 $2,806.64 14 01/01/1997 360
500063042 DOLSON,BEN 7061539 $7,424.98 01/01/1997 360
500063043 PETTER,RUSSELL C. 5925612 $1,984.10 01/01/1997 360
500063044 BROWN,JOSEPH 7032450 $2,046.19 01/01/1997 348
500063045 O'DONNEL,WILLIAM J. 5575102 $1,672.16 01/01/1997 360
500063046 JAY,GARY W 5538792 $2,343.96 01/01/1997 360
500063047 ISAACSON,JAMES 6592022 $2,235.77 01/01/1997 360
500063048 GRAY,KENT R.P. 7061980 $1,999.18 19 01/01/1997 360
500063049 STEPHENS,MARK G 4729512 $1,773.09 18 01/01/1997 360
500063050 SMEAD,MICHAEL 6593442 $1,893.19 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063033 NORMAN,DAVID S. $360,000.00 N
500063034 ELLIS,CRAIG A. $288,750.00 N
500063035 CROOKS,WILLIAM S. $625,000.00 N
500063036 GIBBS,ALAN $425,000.00 N
500063039 LIEW,KWANG S. $420,000.00 N
500063042 DOLSON,BEN $2,050,000.00 N
500063043 PETTER,RUSSELL C. $338,000.00 N
500063044 BROWN,JOSEPH $337,780.00 N
500063045 O'DONNEL,WILLIAM J. $275,000.00 N
500063046 JAY,GARY W $390,000.00 N
500063047 ISAACSON,JAMES $372,060.00 N
500063048 GRAY,KENT R.P. $307,500.00 N
500063049 STEPHENS,MARK G $265,390.00 N
500063050 SMEAD,MICHAEL $415,000.00 N
</TABLE>
<PAGE>
Page 10
RUN DATE: 01/21/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 11:09:39 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/21/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063051 HESS,RICHARD A. 1501 S CREST DRIVE LOS ANGELES CA 90035 $294,834.61
500063052 EDELSTEIN,ROBERT A. 13 SENTRY HILL ROAD SHARON MA 02067 $287,621.92
500063053 GILMORE,ROBERT 32 HILLSIDE DRIVE 32H WAYLAND MA 01778 $293,614.04
500063054 CONROY,RONALD 1740 LLAGAS ROAD MORGAN HILL CA 95037 $551,237.73
500063055 GALE,BYRON R. 5348 EVERGREEN HEIGHTS EVERGREEN CO 80439 $299,765.89
500063056 HAWKINS,H. RONALD 2636 PEET LANE ESCONDIDO CA 92025 $274,030.54
500063057 GOAD,WILLIAM C. 7401 AURELIA ROAD OKLAHOMA CITY OK 73121 $339,586.58
500063059 CHAPMAN,HOWARD 17760 BAYBERRY SPRING LAKE MI 49456 $233,362.14
500063060 JUNG,IL HYUN 110-26 67TH ROAD FOREST HILLS NY 11375 $301,623.27
500063061 GUERTIN,ROBERT G. 11035 85TH AVE NORTHEAST KIRKLAND WA 98034 $310,302.01
500063062 CURRAN,DIANA 115 WELLINGTON ROAD WEST HAMPTON NY 11552 $220,231.88
500063063 BURROWS,ROBERT P. 4833 COOPER POINT ROAD NW OLYMPIA WA 98502 $388,621.91
500063064 CHEUNG,DAVID K. 1512 ROSECREST TERRACE SAN JOSE CA 95126 $296,635.23
500063065 SURELLA,MICHAEL J. 7 INDIA BROOK DRIVE MENDHAM TOWNSHI NJ 07960 $419,745.56
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063051 HESS,RICHARD A. 8.875 .250 8.625 .0500 8.575 12/01/2026
500063052 EDELSTEIN,ROBERT A. 8.125 .250 7.875 .0500 7.825 11/01/2026
500063053 GILMORE,ROBERT 8.125 .250 7.875 .0500 7.825 11/01/2026
500063054 CONROY,RONALD 7.875 .250 7.625 .0500 7.575 11/01/2026
500063055 GALE,BYRON R. 8.250 .250 8.000 .0500 7.950 11/01/2026
500063056 HAWKINS,H. RONALD 8.000 .250 7.750 .0500 7.700 11/01/2026
500063057 GOAD,WILLIAM C. 8.500 .250 8.250 .0500 8.200 11/01/2026
500063059 CHAPMAN,HOWARD 8.625 .250 8.375 .0500 8.325 12/01/2026
500063060 JUNG,IL HYUN 8.375 .250 8.125 .0500 8.075 11/01/2026
500063061 GUERTIN,ROBERT G. 8.250 .250 8.000 .0500 7.950 12/01/2026
500063062 CURRAN,DIANA 8.500 .250 8.250 .0500 8.200 11/01/2026
500063063 BURROWS,ROBERT P. 8.500 .250 8.250 .0500 8.200 11/01/2026
500063064 CHEUNG,DAVID K. 8.500 .250 8.250 .0500 8.200 11/01/2026
500063065 SURELLA,MICHAEL J. 8.500 .250 8.250 .0500 8.200 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063051 HESS,RICHARD A. 7061995 $2,347.16 01/01/1997 360
500063052 EDELSTEIN,ROBERT A. 6595952 $2,138.40 01/01/1997 360
500063053 GILMORE,ROBERT 4710232 $2,182.95 01/01/1997 360
500063054 CONROY,RONALD 7062007 $4,002.39 01/01/1997 360
500063055 GALE,BYRON R. 6607942 $2,254.93 1 01/01/1997 360
500063056 HAWKINS,H. RONALD 6423232 $2,013.45 01/01/1997 360
500063057 GOAD,WILLIAM C. 6436722 $2,614.31 01/01/1997 360
500063059 CHAPMAN,HOWARD 6604122 $1,816.14 1 01/01/1997 360
500063060 JUNG,IL HYUN 6440182 $2,295.42 01/01/1997 360
500063061 GUERTIN,ROBERT G. 6610752 $2,332.68 18 01/01/1997 360
500063062 CURRAN,DIANA 6420872 $1,695.46 18 01/01/1997 360
500063063 BURROWS,ROBERT P. 6421132 $2,998.76 01/01/1997 360
500063064 CHEUNG,DAVID K. 6422552 $2,306.74 01/01/1997 360
500063065 SURELLA,MICHAEL J. 6405542 $3,229.44 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063051 HESS,RICHARD A. $375,000.00 N
500063052 EDELSTEIN,ROBERT A. $360,000.00 N
500063053 GILMORE,ROBERT $415,000.00 N
500063054 CONROY,RONALD $690,000.00 N
500063055 GALE,BYRON R. $333,500.00 N
500063056 HAWKINS,H. RONALD $343,000.00 N
500063057 GOAD,WILLIAM C. $425,000.00 N
500063059 CHAPMAN,HOWARD $270,000.00 N
500063060 JUNG,IL HYUN $378,000.00 N
500063061 GUERTIN,ROBERT G. $345,000.00 N
500063062 CURRAN,DIANA $245,000.00 N
500063063 BURROWS,ROBERT P. $790,000.00 N
500063064 CHEUNG,DAVID K. $427,000.00 N
500063065 SURELLA,MICHAEL J. $535,000.00 N
</TABLE>
<PAGE>
Page 11
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 97-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063066 GARNER,B. MATT 805 FAIRWAY JONESBORO AR 72401 $247,706.11
500063067 JAVIER,MANUAL A. JR. 768 VALLEY WAY SANTA CLARA CA 95051 $269,428.08
500063068 EBERSOLE,D.G. 755 HANOVER WAY LAKELAND FL 33811 $353,318.37
500063069 RECTOR,JAMES 1012 SKYLINE DRIVE ELKHORN NE 68022 $399,757.68
500063070 LUPI,STEVEN 4480 ROOP ROAD GILROY CA 99502 $390,102.94
500063071 ANTONELLI,MICHAEL 10920 SW 38TH DRIVE DAVIE FL 33328 $253,538.22
500063072 LANTVIT,TIMOTHY 111 PEACE AVE BOLINGBROOK IL 60440 $239,708.19
500063073 PERTILE,RICHARD K. (NHN)MARINA DRIVE TARPON SPRINGS FL 34689 $226,668.66
500063074 SCANLAN,E.D. 6500 BAYSHORE BLVD TAMPA FL 33611 $337,018.12
500063076 ALSENZ,RICHARD 205 CARUTHERS LANE HOUSTON TX 77024 $539,291.15
500063078 RUBINO,RENEE T. 222 EAST SHORE DRIVE MASSAPEQUA NY 11758 $274,841.78
500063079 SAMMUT,CHARLES P. 350 WOODSIDE AVENUE MILL VALLEY CA 94941 $389,710.56
500063081 CHU,CHARLES LI-JEN 12970 N.W. CREEKVIEW DRIV PORTLAND OR 97229 $299,075.86
500063082 POWELL,PAUL E. 24 HERITAGE PARK CIRCLE NORTH LITTLE RO AR 72116 $319,579.52
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063066 GARNER,B. MATT 8.625 .250 8.375 .0500 8.325 11/01/2026
500063067 JAVIER,MANUAL A. JR. 8.250 .250 8.000 .0500 7.950 12/01/2026
500063068 EBERSOLE,D.G. 8.750 .250 8.500 .0500 8.450 04/01/2026
500063069 RECTOR,JAMES 8.500 .250 8.250 .0500 8.200 12/01/2026
500063070 LUPI,STEVEN 7.375 .250 7.125 .0500 7.075 12/01/2026
500063071 ANTONELLI,MICHAEL 8.250 .250 8.000 .0500 7.950 12/01/2026
500063072 LANTVIT,TIMOTHY 8.500 .250 8.250 .0500 8.200 11/01/2026
500063073 PERTILE,RICHARD K. 8.000 .250 7.750 .0500 7.700 12/01/2025
500063074 SCANLAN,E.D. 8.000 .250 7.750 .0500 7.700 03/01/2026
500063076 ALSENZ,RICHARD 8.125 .250 7.875 .0500 7.825 11/01/2026
500063078 RUBINO,RENEE T. 8.750 .250 8.500 .0500 8.450 12/01/2026
500063079 SAMMUT,CHARLES P. 7.500 .250 7.250 .0500 7.200 12/01/2026
500063081 CHU,CHARLES LI-JEN 7.750 .250 7.500 .0500 7.450 11/01/2026
500063082 POWELL,PAUL E. 8.125 .250 7.875 .0500 7.825 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063066 GARNER,B. MATT 6418882 $1,928.92 01/01/1997 360
500063067 JAVIER,MANUAL A. JR. 7061986 $2,025.42 01/01/1997 360
500063068 EBERSOLE,D.G. 7029829 $2,794.46 2 01/01/1997 353
500063069 RECTOR,JAMES 6905102 $3,075.65 01/01/1997 360
500063070 LUPI,STEVEN 6905522 $2,696.40 01/01/1997 360
500063071 ANTONELLI,MICHAEL 7011506 $1,905.96 12 01/01/1997 360
500063072 LANTVIT,TIMOTHY 7017549 $1,845.40 1 01/01/1997 360
500063073 PERTILE,RICHARD K. 7019980 $1,678.46 01/01/1997 349
500063074 SCANLAN,E.D. 7021312 $2,490.14 2 01/01/1997 352
500063076 ALSENZ,RICHARD 6618522 $4,009.48 01/01/1997 360
500063078 RUBINO,RENEE T. 6617472 $2,163.43 01/01/1997 360
500063079 SAMMUT,CHARLES P. 6613502 $2,726.94 01/01/1997 360
500063081 CHU,CHARLES LI-JEN 6610932 $2,145.65 01/01/1997 360
500063082 POWELL,PAUL E. 6612562 $2,376.00 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063066 GARNER,B. MATT $310,000.00 N
500063067 JAVIER,MANUAL A. JR. $337,000.00 N
500063068 EBERSOLE,D.G. $394,000.00 N
500063069 RECTOR,JAMES $535,000.00 N
500063070 LUPI,STEVEN $488,000.00 N
500063071 ANTONELLI,MICHAEL $281,931.00 N
500063072 LANTVIT,TIMOTHY $267,000.00 N
500063073 PERTILE,RICHARD K. $330,000.00 N
500063074 SCANLAN,E.D. $378,000.00 N
500063076 ALSENZ,RICHARD $675,000.00 N
500063078 RUBINO,RENEE T. $395,000.00 N
500063079 SAMMUT,CHARLES P. $487,500.00 N
500063081 CHU,CHARLES LI-JEN $399,500.00 N
500063082 POWELL,PAUL E. $420,000.00 N
</TABLE>
<PAGE>
Page 12
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063083 PEIRSON,FRANK 1118 SHIPWATCH DRIVE EAST JACKSONVILLE FL 32225 $304,110.32
500063084 LEITNER,ROBERT 44 LAUREL DRIVE MOUNT KISCO NY 10549 $317,652.42
500063085 HAGEDORN,ALAN 6050 RUNNING SPRINGS ROAD SAN JOSE CA 95135 $454,095.10
500063086 DONZIS,LEWIS 13 ASPEN CREEK DRIVE SAN ANTONIO TX 78248 $399,744.93
500063087 HWANG,ERIC 110 BLACKSTONE DRIVE DANVILLE CA 94506 $263,550.75
500063088 MILLER,JAMES 423 MAYFAIR LANE LOUISVILLE KY 40207 $245,693.13
500063089 MCKEE,WILLIAM 2150 GREEN OAKS DRIVE LITTLETON CO 80121 $274,629.73
500063090 BUCZEK,JOSEPH 208 DANTLEY WAY WALNUT CREEK CA 94598 $347,760.51
500063091 FURASH,JAMES 6018 GROVE DRIVE ALEXANDRIA VA 22307 $295,691.12
500063092 PINTO,ANTHONY 22 NORTHWAY ROAD BRONXVILLE NY 10708 $311,385.56
500063093 BAKER,ROBERT 7304 W. BANFF LANE PEORIA AZ 85345 $238,949.67
500063094 DALEY,WILLIAM 1379 PENNSRIDGE PLACE DOWNINGTON PA 19335 $235,837.58
500063095 AKIN,DAVID 2038 EMORY STREET SAN JOSE CA 95128 $306,794.01
500063096 PELKEY,RONALD 7346 KENSINGTON LANE WARRENTON VA 22186 $239,821.88
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063083 PEIRSON,FRANK 8.250 .250 8.000 .0500 7.950 11/01/2026
500063084 LEITNER,ROBERT 8.375 .250 8.125 .0500 8.075 11/01/2026
500063085 HAGEDORN,ALAN 8.000 .250 7.750 .0500 7.700 12/01/2026
500063086 DONZIS,LEWIS 8.250 .250 8.000 .0500 7.950 12/01/2026
500063087 HWANG,ERIC 8.125 .250 7.875 .0500 7.825 11/01/2026
500063088 MILLER,JAMES 8.375 .250 8.125 .0500 8.075 11/01/2026
500063089 MCKEE,WILLIAM 8.000 .250 7.750 .0500 7.700 11/01/2026
500063090 BUCZEK,JOSEPH 7.875 .250 7.625 .0500 7.575 12/01/2026
500063091 FURASH,JAMES 7.875 .250 7.625 .0500 7.575 11/01/2026
500063092 PINTO,ANTHONY 7.875 .250 7.625 .0500 7.575 12/01/2026
500063093 BAKER,ROBERT 8.250 .250 8.000 .0500 7.950 12/01/2026
500063094 DALEY,WILLIAM 7.875 .250 7.625 .0500 7.575 12/01/2026
500063095 AKIN,DAVID 8.000 .250 7.750 .0500 7.700 12/01/2026
500063096 PELKEY,RONALD 7.500 .250 7.250 .0500 7.200 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063083 PEIRSON,FRANK 6500642 $2,287.61 01/01/1997 360
500063084 LEITNER,ROBERT 6532862 $2,418.17 7 01/01/1997 360
500063085 HAGEDORN,ALAN 6534142 $3,334.23 01/01/1997 360
500063086 DONZIS,LEWIS 6575432 $3,005.07 01/01/1997 360
500063087 HWANG,ERIC 6577632 $1,963.91 01/01/1997 360
500063088 MILLER,JAMES 6577682 $1,869.78 01/01/1997 360
500063089 MCKEE,WILLIAM 6580832 $2,017.85 01/01/1997 360
500063090 BUCZEK,JOSEPH 6581062 $2,523.24 01/01/1997 360
500063091 FURASH,JAMES 6583562 $2,146.94 12 01/01/1997 360
500063092 PINTO,ANTHONY 6584162 $2,259.32 01/01/1997 360
500063093 BAKER,ROBERT 7064783 $1,803.04 01/01/1997 360
500063094 DALEY,WILLIAM 7064848 $1,711.17 01/01/1997 360
500063095 AKIN,DAVID 7064150 $2,252.66 01/01/1997 360
500063096 PELKEY,RONALD 7064460 $1,678.12 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063083 PEIRSON,FRANK $515,000.00 N
500063084 LEITNER,ROBERT $353,500.00 N
500063085 HAGEDORN,ALAN $568,000.00 N
500063086 DONZIS,LEWIS $540,834.00 N
500063087 HWANG,ERIC $367,500.00 N
500063088 MILLER,JAMES $346,000.00 N
500063089 MCKEE,WILLIAM $511,000.00 N
500063090 BUCZEK,JOSEPH $435,000.00 N
500063091 FURASH,JAMES $329,000.00 N
500063092 PINTO,ANTHONY $389,500.00 N
500063093 BAKER,ROBERT $305,000.00 N
500063094 DALEY,WILLIAM $295,000.00 N
500063095 AKIN,DAVID $400,000.00 N
500063096 PELKEY,RONALD $330,000.00 N
</TABLE>
<PAGE>
Page 13
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063097 WOODS,MICHAEL 23401 23RD STREET SE BOTHELL WA 98021 $231,710.59
500063098 TERRELL,JAMES 10200 WELSHIRE DRIVE UPPER MARLBORO MD 20772 $247,657.54
500063099 MEEKS,KEVIN S. 1180 BENT DRIVE CAMPBELL CA 95008 $311,906.01
500063100 ALFORD,NANCY L. 602 HORNBLOWER COURT SAN JOSE CA 95136 $216,871.88
500063101 HUGHSTED,WILLIAM W. 77 FOLLEN ROAD LEXINGTON MA 02173 $287,640.74
500063102 DIGREGORIO,DANIEL 1618 SCENIC MOUNTAIN CT KINGWOOD TX 77345 $239,834.83
500063103 PREISSMAN,HOWARD E. 2140 JONATHAN AVENUE SAN JOSE CA 95124 $223,845.84
500063104 HOPKINS,JANE ELLIOT 1619 VALLEJO ST. #A SAN FRANCISCO CA 94123 $415,741.43
500063105 WILEY,KIRK 2680 EAST EVERGREEN AVE SALT LAKE CITY UT 84109 $392,522.15
500063106 SHIPPEE,GEOFFREY 8960 MONTROSE WAY SAN DIEGO CA 92122 $250,236.21
500063107 MCDONALD,GILBERT L.T. 26 ELAINE MARY DRIVE WINDSOR CT 06095 $229,853.33
500063108 GIBBONS,DAVID E. 3904 SOUTHWESTERN BLVD. DALLAS TX 75225 $555,626.93
500063109 CHAMPAGNE,RICHARD 2334 ORCHARD CREST BOULEV TOWNSHIP OF WAL NJ 08736 $316,396.54
500063110 RAMSEY,JOSEPH W 38 DALE DRIVE CHATHAM TOWNSHI NJ 07980 $308,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063097 WOODS,MICHAEL 8.375 .250 8.125 .0500 8.075 11/01/2026
500063098 TERRELL,JAMES 7.875 .250 7.625 .0500 7.575 11/01/2026
500063099 MEEKS,KEVIN S. 8.375 .250 8.125 .0500 8.075 12/01/2026
500063100 ALFORD,NANCY L. 8.625 .250 8.375 .0500 8.325 12/01/2026
500063101 HUGHSTED,WILLIAM W. 8.375 .250 8.125 .0500 8.075 11/01/2026
500063102 DIGREGORIO,DANIEL 7.875 .250 7.625 .0500 7.575 12/01/2026
500063103 PREISSMAN,HOWARD E. 7.875 .250 7.625 .0500 7.575 12/01/2026
500063104 HOPKINS,JANE ELLIOT 8.375 .250 8.125 .0500 8.075 12/01/2026
500063105 WILEY,KIRK 8.500 .250 8.250 .0500 8.200 11/01/2026
500063106 SHIPPEE,GEOFFREY 8.125 .250 7.875 .0500 7.825 12/01/2026
500063107 MCDONALD,GILBERT L.T. 8.250 .250 8.000 .0500 7.950 12/01/2026
500063108 GIBBONS,DAVID E. 8.000 .250 7.750 .0500 7.700 12/01/2026
500063109 CHAMPAGNE,RICHARD 7.750 .150 7.600 .1000 7.500 12/01/2026
500063110 RAMSEY,JOSEPH W 8.000 .150 7.850 .1000 7.750 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063097 WOODS,MICHAEL 7063683 $1,763.37 01/01/1997 360
500063098 TERRELL,JAMES 7063892 $1,798.18 01/01/1997 360
500063099 MEEKS,KEVIN S. 6653282 $2,372.19 01/01/1997 360
500063100 ALFORD,NANCY L. 6655452 $1,687.80 01/01/1997 360
500063101 HUGHSTED,WILLIAM W. 6651642 $2,189.01 01/01/1997 360
500063102 DIGREGORIO,DANIEL 6652582 $1,740.17 01/01/1997 360
500063103 PREISSMAN,HOWARD E. 6648472 $1,624.16 01/01/1997 360
500063104 HOPKINS,JANE ELLIOT 6651162 $3,161.90 01/01/1997 360
500063105 WILEY,KIRK 6646112 $3,021.83 01/01/1997 360
500063106 SHIPPEE,GEOFFREY 6647682 $1,859.21 01/01/1997 360
500063107 MCDONALD,GILBERT L.T. 6632382 $1,727.92 1 01/01/1997 360
500063108 GIBBONS,DAVID E. 6640632 $4,079.74 01/01/1997 360
500063109 CHAMPAGNE,RICHARD 091856597 $2,268.30 2 01/01/1997 360
500063110 RAMSEY,JOSEPH W 091892924 $2,259.99 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063097 WOODS,MICHAEL $290,000.00 N
500063098 TERRELL,JAMES $310,000.00 N
500063099 MEEKS,KEVIN S. $403,000.00 N
500063100 ALFORD,NANCY L. $278,000.00 N
500063101 HUGHSTED,WILLIAM W. $360,000.00 N
500063102 DIGREGORIO,DANIEL $356,400.00 N
500063103 PREISSMAN,HOWARD E. $280,000.00 N
500063104 HOPKINS,JANE ELLIOT $520,000.00 N
500063105 WILEY,KIRK $525,000.00 N
500063106 SHIPPEE,GEOFFREY $313,000.00 N
500063107 MCDONALD,GILBERT L.T. $265,000.00 N
500063108 GIBBONS,DAVID E. $840,000.00 N
500063109 CHAMPAGNE,RICHARD .00 .00 .00 .000 .150 .250 $351,800.00 N
500063110 RAMSEY,JOSEPH W .00 .00 .00 .000 .150 .250 $385,000.00 N
</TABLE>
<PAGE>
Page 14
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063111 HIGH,SCOTT S 6401 GLITTERING LIGHT LAN CLARKSVILLE MD 21029 $215,000.00
500063112 VERDUCCI,STEPHEN 5 CHADWICK COURT BOROUGH OF PARK NJ 07656 $310,000.00
500063114 KROEKER,KEVIN B 5048 HUMPHREY WAY LA CRESCENTA CA 91214 $531,250.00
500063115 ANTO,STEVEN MICHAEL 8506 FINSTOWN LANE CHESTERFIELD VA 23838 $283,500.00
500063116 WEEMS,WILLIAM M 14 PRESTON BEACH ROAD MARBLEHEAD MA 01945 $217,668.06
500063117 MOYAL,GAL 1101 ANDREA DRIVE SAN JOSE CA 95117 $279,821.45
500063118 CLARK,DAVID B 3204 REMINGTON DRIVE CRYSTAL LAKE IL 60014 $267,000.00
500063119 BARNETT,CHARLES M 626-628 HAMPSHIRE STREET SAN FRANCISCO CA 94110 $262,500.00
500063120 OSGOOD,JONATHAN W 85 EAST INDIA ROW BOSTON MA 02110 $280,000.00
500063123 LEONHARD,LYNN N 29208 HEATHERCLIFF ROAD MALIBU CA 90265 $236,828.47
500063124 RODGERS,JEFFREY P 241 SPRINGFIELD PIKE WYOMING OH 45215 $260,000.00
500063125 GALLANT,ARTHUR F 28 GALWAY DRIVE MENDHAM NJ 07945 $245,793.90
500063126 LICHTER,JAY B 5415 CAMINITO EXQUISITO SAN DIEGO CA 92130 $231,022.38
500063127 TORRES,LORENZO M JR 12081 MIL PITRERO ROAD SAN DIEGO CA 92128 $240,292.10
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063111 HIGH,SCOTT S 7.500 .150 7.350 .1000 7.250 01/01/2027
500063112 VERDUCCI,STEPHEN 8.500 .150 8.350 .1000 8.250 01/01/2027
500063114 KROEKER,KEVIN B 7.750 .150 7.600 .1000 7.500 01/01/2027
500063115 ANTO,STEVEN MICHAEL 7.875 .150 7.725 .1000 7.625 01/01/2027
500063116 WEEMS,WILLIAM M 8.500 .250 8.250 .0500 8.200 12/01/2026
500063117 MOYAL,GAL 8.250 .250 8.000 .0500 7.950 12/01/2026
500063118 CLARK,DAVID B 7.125 .150 6.975 .1000 6.875 01/01/2027
500063119 BARNETT,CHARLES M 7.750 .150 7.600 .1000 7.500 01/01/2027
500063120 OSGOOD,JONATHAN W 7.750 .150 7.600 .1000 7.500 01/01/2027
500063123 LEONHARD,LYNN N 7.625 .150 7.475 .1000 7.375 12/01/2026
500063124 RODGERS,JEFFREY P 7.625 .150 7.475 .1000 7.375 01/01/2027
500063125 GALLANT,ARTHUR F 9.250 .250 9.000 .0500 8.950 11/01/2026
500063126 LICHTER,JAY B 7.750 .250 7.500 .0500 7.450 11/01/2026
500063127 TORRES,LORENZO M JR 8.250 .250 8.000 .0500 7.950 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063111 HIGH,SCOTT S 092401791 $1,503.31 01/01/1997 360
500063112 VERDUCCI,STEPHEN 092402225 $2,383.63 01/01/1997 360
500063114 KROEKER,KEVIN B 092407900 $3,805.94 2 01/01/1997 360
500063115 ANTO,STEVEN MICHAEL 092409783 $2,055.57 12 01/01/1997 360
500063116 WEEMS,WILLIAM M 092410741 $1,674.69 18 01/01/1997 360
500063117 MOYAL,GAL 092411774 $2,103.55 01/01/1997 360
500063118 CLARK,DAVID B 092412468 $1,798.83 01/01/1997 360
500063119 BARNETT,CHARLES M 092412589 $1,880.58 01/01/1997 360
500063120 OSGOOD,JONATHAN W 092412759 $2,005.95 01/01/1997 360
500063123 LEONHARD,LYNN N 092413751 $1,677.47 2 01/01/1997 360
500063124 RODGERS,JEFFREY P 092414062 $1,840.26 01/01/1997 360
500063125 GALLANT,ARTHUR F 092415262 $2,024.19 12 01/01/1997 360
500063126 LICHTER,JAY B 092415265 $1,657.42 01/01/1997 360
500063127 TORRES,LORENZO M JR 092415270 $1,807.55 2 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063111 HIGH,SCOTT S .00 .00 .00 .000 .150 .250 $284,593.00 N
500063112 VERDUCCI,STEPHEN .00 .00 .00 .000 .150 .250 $525,000.00 N
500063114 KROEKER,KEVIN B .00 .00 .00 .000 .150 .250 $625,000.00 N
500063115 ANTO,STEVEN MICHAEL .00 .00 .00 .000 .150 .250 $315,000.00 N
500063116 WEEMS,WILLIAM M .00 .00 .00 .000 .250 .300 $249,000.00 N
500063117 MOYAL,GAL .00 .00 .00 .000 .250 .300 $350,000.00 N
500063118 CLARK,DAVID B .00 .00 .00 .000 .150 .250 $386,000.00 N
500063119 BARNETT,CHARLES M .00 .00 .00 .000 .150 .250 $335,000.00 N
500063120 OSGOOD,JONATHAN W .00 .00 .00 .000 .150 .250 $376,226.00 N
500063123 LEONHARD,LYNN N .00 .00 .00 .000 .150 .250 $264,000.00 N
500063124 RODGERS,JEFFREY P .00 .00 .00 .000 .150 .250 $325,000.00 N
500063125 GALLANT,ARTHUR F .00 .00 .00 .000 .250 .300 $259,000.00 N
500063126 LICHTER,JAY B .00 .00 .00 .000 .250 .300 $330,525.00 N
500063127 TORRES,LORENZO M JR .00 .00 .00 .000 .250 .300 $267,359.00 N
</TABLE>
<PAGE>
Page 15
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063128 LORIA,ANTONINO 17251 S W 12TH STREET PEMBROKE PINES FL 33029 $238,694.15
500063129 NAUMANN,KENNETH 2317 ALSACE COURT LIVERMORE CA 94550 $317,692.92
500063130 BONANNI,DAVID 2000 ARBOR FOREST STREET LAS VEGAS NV 89134 $323,175.21
500063131 GEE,KENNETH W 4639 MARITIME LOOP UNION CITY CA 94587 $271,018.03
500063132 KIMES,CHARLES A 241 SOUTH MARTIN DRIVE ZEPHYR COVE NV 89448 $299,616.09
500063133 CHATELAIN,B SCOTT 257 ROCKWELL SPRINGS COUR HENDERSON NV 89014 $240,833.44
500063134 TRAN,THOMAS THAI BINH 16356 ALPINE PLACE LA MIRADA CA 90638 $238,136.99
500063135 SAKAHARA,RONALD I 20505 VIA LERIDA YORBA LINDA CA 92687 $354,773.63
500063136 COLE,JERE H 3808 MAURICE COURT LAS VEGAS NV 89108 $236,426.64
500063137 RIGLER,STEVEN J 11830 TREEWIND COURT SAN DIEGO CA 92128 $312,378.84
500063138 SIMARD,ALAIN 637 MEADE DRIVE SW LEESBURG VA 22075 $274,838.74
500063139 KOLAR,THOMAS M 16715 GOOSENECK TERRACE OLNEY MD 20832 $239,060.98
500063140 BAKHIT,HENRY G 5396 EDGEWOOD DRIVE LA VERNE CA 91750 $319,590.49
500063141 HALL,MAURICE W 12510 RANCHITOS ROAD NE ALBUQUERQUE NM 87122 $251,327.96
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063128 LORIA,ANTONINO 8.250 .250 8.000 .0500 7.950 11/01/2026
500063129 NAUMANN,KENNETH 8.250 .250 8.000 .0500 7.950 11/01/2026
500063130 BONANNI,DAVID 8.125 .250 7.875 .0500 7.825 11/01/2026
500063131 GEE,KENNETH W 8.000 .250 7.750 .0500 7.700 12/01/2026
500063132 KIMES,CHARLES A 8.250 .250 8.000 .0500 7.950 11/01/2026
500063133 CHATELAIN,B SCOTT 8.125 .250 7.875 .0500 7.825 11/01/2026
500063134 TRAN,THOMAS THAI BINH 8.125 .250 7.875 .0500 7.825 11/01/2026
500063135 SAKAHARA,RONALD I 8.250 .250 8.000 .0500 7.950 12/01/2026
500063136 COLE,JERE H 8.750 .250 8.500 .0500 8.450 11/01/2026
500063137 RIGLER,STEVEN J 8.000 .250 7.750 .0500 7.700 11/01/2026
500063138 SIMARD,ALAIN 8.125 .250 7.875 .0500 7.825 11/01/2026
500063139 KOLAR,THOMAS M 7.750 .250 7.500 .0500 7.450 11/01/2026
500063140 BAKHIT,HENRY G 8.250 .250 8.000 .0500 7.950 11/01/2026
500063141 HALL,MAURICE W 8.250 .250 8.000 .0500 7.950 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063128 LORIA,ANTONINO 092415274 $1,795.53 01/01/1997 360
500063129 NAUMANN,KENNETH 092415275 $2,389.78 1 01/01/1997 360
500063130 BONANNI,DAVID 092415277 $2,402.72 2 01/01/1997 360
500063131 GEE,KENNETH W 092415278 $1,989.97 01/01/1997 360
500063132 KIMES,CHARLES A 092415282 $2,253.80 01/01/1997 360
500063133 CHATELAIN,B SCOTT 092415286 $1,790.53 01/01/1997 360
500063134 TRAN,THOMAS THAI BINH 092415289 $1,770.49 01/01/1997 360
500063135 SAKAHARA,RONALD I 092415301 $2,667.00 01/01/1997 360
500063136 COLE,JERE H 092415304 $1,862.12 2 01/01/1997 360
500063137 RIGLER,STEVEN J 092415305 $2,295.22 01/01/1997 360
500063138 SIMARD,ALAIN 092415310 $2,043.35 01/01/1997 360
500063139 KOLAR,THOMAS M 092415313 $1,715.09 01/01/1997 360
500063140 BAKHIT,HENRY G 092415316 $2,404.05 01/01/1997 360
500063141 HALL,MAURICE W 092415318 $1,890.56 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063128 LORIA,ANTONINO .00 .00 .00 .000 .250 .300 $299,000.00 N
500063129 NAUMANN,KENNETH .00 .00 .00 .000 .250 .300 $353,480.00 N
500063130 BONANNI,DAVID .00 .00 .00 .000 .250 .300 $359,561.00 N
500063131 GEE,KENNETH W .00 .00 .00 .000 .250 .300 $339,000.00 N
500063132 KIMES,CHARLES A .00 .00 .00 .000 .250 .300 $435,000.00 N
500063133 CHATELAIN,B SCOTT .00 .00 .00 .000 .250 .300 $301,452.00 N
500063134 TRAN,THOMAS THAI BINH .00 .00 .00 .000 .250 .300 $317,990.00 N
500063135 SAKAHARA,RONALD I .00 .00 .00 .000 .250 .300 $460,000.00 N
500063136 COLE,JERE H .00 .00 .00 .000 .250 .300 $249,175.00 N
500063137 RIGLER,STEVEN J .00 .00 .00 .000 .250 .300 $391,017.00 N
500063138 SIMARD,ALAIN .00 .00 .00 .000 .250 .300 $345,100.00 N
500063139 KOLAR,THOMAS M .00 .00 .00 .000 .250 .300 $299,290.00 N
500063140 BAKHIT,HENRY G .00 .00 .00 .000 .250 .300 $408,000.00 N
500063141 HALL,MAURICE W .00 .00 .00 .000 .250 .300 $314,600.00 N
</TABLE>
<PAGE>
Page 16
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063142 MONEY,ROBERT J 8811 WHITE FIR COURT RENO NV 89523 $239,929.68
500063143 MULLINS,CRAIG 903 LOMITA STREET EL SEGUNDO CA 90245 $254,087.87
500063144 THORSEN,HENNING L 1620 AENIDA SOLTURA CAMARILLO CA 93010 $256,653.97
500063145 SANFORD,JOSEPH T 3699 BOZEMAN DR RENO NV 89511 $225,458.87
500063146 LY,HOA THAI 15085 CALLE VERANO CHINO HILLS CA 91709 $285,634.00
500063147 SHIOTSUKA,ARLINE ETSUKO 808 VIA MARQUESA CAMARILLO CA 93012 $234,433.93
500063148 GOINS,STEPHEN F SR 21619 GOODWIN COURT ASHBURN VA 20148 $240,072.43
500063149 LEICHTFUSS,BRADLEY GENE 1606 AVENIDA SOLTURA CAMARILLO CA 93010 $248,015.61
500063150 KHOO,DANNY TAK HONG 4643 MARITIME LOOP UNION CITY CA 94587 $304,790.10
500063151 SCOTT,VALERIE A 3865 ASHFORD RIDGE ATLANTA GA 30319 $310,150.57
500063168 ETTINGER,ROBERT J 17 PARTRIDGE DRIVE BLAIRSTOWN NJ 07825 $250,000.00
500063169 SHANNON,RICHARD P PINK HOUSE ROAD SEWICKLEY PA 15143 $540,000.00
500063170 LADYZHYNSKY,NADIA S 2 NELSON LANE NEWTOWN CT 06470 $218,610.00
500063171 GASPER,GEORGE P 3136 WESLEY AVENUE OCEAN CITY NJ 08226 $325,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063142 MONEY,ROBERT J 8.875 .250 8.625 .0500 8.575 11/01/2026
500063143 MULLINS,CRAIG 8.250 .250 8.000 .0500 7.950 12/01/2026
500063144 THORSEN,HENNING L 8.000 .250 7.750 .0500 7.700 11/01/2026
500063145 SANFORD,JOSEPH T 9.125 .250 8.875 .0500 8.825 11/01/2026
500063146 LY,HOA THAI 8.250 .250 8.000 .0500 7.950 11/01/2026
500063147 SHIOTSUKA,ARLINE ETSUKO 8.000 .250 7.750 .0500 7.700 11/01/2026
500063148 GOINS,STEPHEN F SR 8.750 .250 8.500 .0500 8.450 11/01/2026
500063149 LEICHTFUSS,BRADLEY GENE 8.000 .250 7.750 .0500 7.700 11/01/2026
500063150 KHOO,DANNY TAK HONG 7.875 .250 7.625 .0500 7.575 12/01/2026
500063151 SCOTT,VALERIE A 8.875 .250 8.625 .0500 8.575 11/01/2026
500063168 ETTINGER,ROBERT J 8.125 .250 7.875 .0500 7.825 01/01/2027
500063169 SHANNON,RICHARD P 7.250 .150 7.100 .1000 7.000 01/01/2027
500063170 LADYZHYNSKY,NADIA S 7.875 .150 7.725 .1000 7.625 01/01/2027
500063171 GASPER,GEORGE P 8.250 .150 8.100 .1000 8.000 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063142 MONEY,ROBERT J 092415319 $1,911.14 18 01/01/1997 360
500063143 MULLINS,CRAIG 092415322 $1,910.10 1 01/01/1997 360
500063144 THORSEN,HENNING L 092415323 $1,885.77 1 01/01/1997 360
500063145 SANFORD,JOSEPH T 092415325 $1,836.37 18 01/01/1997 360
500063146 LY,HOA THAI 092415328 $2,148.62 1 01/01/1997 360
500063147 SHIOTSUKA,ARLINE ETSUKO 092415329 $1,722.51 18 01/01/1997 360
500063148 GOINS,STEPHEN F SR 092415330 $1,890.83 1 01/01/1997 360
500063149 LEICHTFUSS,BRADLEY GENE 092415331 $1,822.30 01/01/1997 360
500063150 KHOO,DANNY TAK HONG 092415333 $2,211.46 01/01/1997 360
500063151 SCOTT,VALERIE A 092415335 $2,470.48 1 01/01/1997 360
500063168 ETTINGER,ROBERT J 091892628 $1,856.25 01/01/1997 360
500063169 SHANNON,RICHARD P 092403021 $3,683.75 01/01/1997 360
500063170 LADYZHYNSKY,NADIA S 092408070 $1,585.07 12 01/01/1997 360
500063171 GASPER,GEORGE P 092409135 $2,441.62 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063142 MONEY,ROBERT J .00 .00 .00 .000 .250 .300 $252,900.00 N
500063143 MULLINS,CRAIG .00 .00 .00 .000 .250 .300 $282,500.00 N
500063144 THORSEN,HENNING L .00 .00 .00 .000 .250 .300 $286,050.00 N
500063145 SANFORD,JOSEPH T .00 .00 .00 .000 .250 .300 $237,605.00 N
500063146 LY,HOA THAI .00 .00 .00 .000 .250 .300 $320,000.00 N
500063147 SHIOTSUKA,ARLINE ETSUKO .00 .00 .00 .000 .250 .300 $260,834.00 N
500063148 GOINS,STEPHEN F SR .00 .00 .00 .000 .250 .300 $253,000.00 N
500063149 LEICHTFUSS,BRADLEY GENE .00 .00 .00 .000 .250 .300 $310,450.00 N
500063150 KHOO,DANNY TAK HONG .00 .00 .00 .000 .250 .300 $385,087.00 N
500063151 SCOTT,VALERIE A .00 .00 .00 .000 .250 .300 $345,000.00 N
500063168 ETTINGER,ROBERT J .00 .00 .00 .000 .250 .300 $330,000.00 N
500063169 SHANNON,RICHARD P .00 .00 .00 .000 .150 .250 $675,000.00 N
500063170 LADYZHYNSKY,NADIA S .00 .00 .00 .000 .150 .250 $242,900.00 N
500063171 GASPER,GEORGE P .00 .00 .00 .000 .150 .250 $410,000.00 N
</TABLE>
<PAGE>
Page 17
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063175 OBRIEN,KEVIN 10 EMLIN PLACE KENTFIELD CA 94904 $500,000.00
500063177 VALDIZAN,SANTIAGO 4713 SPRUCE AVENUE FAIRFAX VA 22030 $322,314.45
500063178 LIU,MING SHIAN 3075 MONTEREY ROAD SAN MARINO CA 91108 $648,626.60
500063179 CHEDD,G. ROBERT 1846 EDWARDS AVENUE CALVERTON NY 11934 $262,652.66
500063180 MATHEW,CIBY 894 CAPE DIAMOND DRIVE SAN JOSE CA 95133 $219,863.26
500063181 JONES,FRANKLIN F 2120 AVENTURINE WAY SILVER SPRING MD 20904 $227,868.82
500063182 MORIARTY,JOSEPH 22 RIVERSIDE DRIVE READING MA 01867 $251,843.36
500063183 ROSSI,VINCENT A. 1592 PUERTO VALLARTA DRIV SAN JOSE CA 95120 $287,791.55
500063184 ZARU,PETER I 2121 GREENWAYS DRIVE WOODSIDE CA 94061 $434,708.12
500063185 BARNETT,ARTHER 20 LOCKSLEY ROAD DANVERS MA 01923 $215,597.73
500063186 WASH,GLENDON R. 5040 BIRKDALE WAY SAN JOSE CA 95138 $369,770.02
500063187 PAK,YONG M. 18308 MILL COURT SARATOGA CA 95070 $328,779.24
500063188 MONTGOMERY,EVANS 11040 HUNTWICKE PLACE CINCINNATI OH 45241 $255,819.31
500063191 DANEMAN,MARK 10863 RALEIGH LAGRANGE RD EADS TN 38028 $255,654.23
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063175 OBRIEN,KEVIN 8.000 .150 7.850 .1000 7.750 01/01/2027
500063177 VALDIZAN,SANTIAGO 8.750 .250 8.500 .0500 8.450 12/01/2026
500063178 LIU,MING SHIAN 8.750 .250 8.500 .0500 8.450 12/01/2026
500063179 CHEDD,G. ROBERT 8.875 .250 8.625 .0500 8.575 12/01/2026
500063180 MATHEW,CIBY 8.375 .250 8.125 .0500 8.075 12/01/2026
500063181 JONES,FRANKLIN F 8.750 .250 8.500 .0500 8.450 12/01/2026
500063182 MORIARTY,JOSEPH 8.375 .250 8.125 .0500 8.075 12/01/2026
500063183 ROSSI,VINCENT A. 7.625 .250 7.375 .0500 7.325 12/01/2026
500063184 ZARU,PETER I 8.000 .250 7.750 .0500 7.700 12/01/2026
500063185 BARNETT,ARTHER 7.750 .250 7.500 .0500 7.450 12/01/2026
500063186 WASH,GLENDON R. 8.375 .250 8.125 .0500 8.075 12/01/2026
500063187 PAK,YONG M. 8.000 .250 7.750 .0500 7.700 12/01/2026
500063188 MONTGOMERY,EVANS 7.750 .250 7.500 .0500 7.450 12/01/2026
500063191 DANEMAN,MARK 8.000 .250 7.750 .0500 7.700 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063175 OBRIEN,KEVIN 092414598 $3,668.82 01/01/1997 360
500063177 VALDIZAN,SANTIAGO 7067257 $2,537.11 01/01/1997 360
500063178 LIU,MING SHIAN 7066096 $5,105.69 01/01/1997 360
500063179 CHEDD,G. ROBERT 7066154 $2,090.95 2 01/01/1997 360
500063180 MATHEW,CIBY 7066314 $1,672.16 01/01/1997 360
500063181 JONES,FRANKLIN F 7066545 $1,793.68 18 01/01/1997 360
500063182 MORIARTY,JOSEPH 7066315 $1,915.38 1 01/01/1997 360
500063183 ROSSI,VINCENT A. 7066362 $2,038.45 01/01/1997 360
500063184 ZARU,PETER I 7064767 $3,191.88 01/01/1997 360
500063185 BARNETT,ARTHER 7064864 $1,545.66 01/01/1997 360
500063186 WASH,GLENDON R. U065293 $2,812.27 01/01/1997 360
500063187 PAK,YONG M. 7065296 $2,414.09 01/01/1997 360
500063188 MONTGOMERY,EVANS 6676512 $1,834.02 01/01/1997 360
500063191 DANEMAN,MARK 6678752 $1,885.77 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063175 OBRIEN,KEVIN .00 .00 .00 .000 .150 .250 $725,000.00 N
500063177 VALDIZAN,SANTIAGO $430,000.00 N
500063178 LIU,MING SHIAN $950,000.00 N
500063179 CHEDD,G. ROBERT $292,000.00 N
500063180 MATHEW,CIBY $304,000.00 N
500063181 JONES,FRANKLIN F $240,000.00 N
500063182 MORIARTY,JOSEPH $280,000.00 N
500063183 ROSSI,VINCENT A. $384,000.00 N
500063184 ZARU,PETER I $635,000.00 N
500063185 BARNETT,ARTHER $269,900.00 N
500063186 WASH,GLENDON R. $570,000.00 N
500063187 PAK,YONG M. $429,000.00 N
500063188 MONTGOMERY,EVANS $320,000.00 N
500063191 DANEMAN,MARK $355,000.00 N
</TABLE>
<PAGE>
Page 18
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063192 NEWMAN,BETH 8 COLLINE DRIVE SUFFERN NY 10901 $215,031.20
500063193 KELLMAN,JEFFREY 12109 OAK PARK COURT LOS ALTOS HILLS CA 94022 $449,682.39
500063194 COURY,KEVIN 4349 PARK ALISAL CALABASAS CA 91302 $276,818.80
500063195 HUNT,TROY T&JANNA L 4900 RUSTIC TRAIL MIDLAND TX 79707 $292,085.77
500063196 BYERS,RICHARD & DEBRA 1924 7TH AVENUE CALERA AL 35040 $274,820.11
500063197 NELSON,BYRON EUGENE 1900 SANTIAGO STREET SAN FRANCISCO CA 94116 $218,245.86
500063199 PSEUDOIKONOMOU,NIKOLAOS 39 DONNA ROAD NEWTON MA 02159 $224,629.73
500063201 JENNE,MARK 4326 CORTE DE LA FONDA SAN DIEGO CA 92130 $260,820.38
500063202 HAUHE,WILLIAM 2303 NEW SOUTHWALES COURT KATY TX 77450 $248,624.39
500063203 BROWN,MICHAEL 17321 LAKE VIEW DRIVE MORGAN HILL CA 95037 $311,011.47
500063204 BAGGETT,JOE 410 BOBBY'S LANE HOLLISTER CA 95023 $287,816.35
500063205 MOUSSADDAK,BISSANI 1612 ENGLISH DRIVE SAN JOSE CA 95129 $326,957.17
500063206 ILLIONS,EDWARD 8326 RIDING CLUB ROAD JACKSONVILLE FL 32256 $282,315.21
500063207 CHEKIJIAN,CESAR 109 WEST LINCOLN AVENUE MONTEREY PARK CA 90640 $257,443.94
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063192 NEWMAN,BETH 8.750 .250 8.500 .0500 8.450 12/01/2026
500063193 KELLMAN,JEFFREY 7.750 .250 7.500 .0500 7.450 12/01/2026
500063194 COURY,KEVIN 8.125 .250 7.875 .0500 7.825 12/01/2026
500063195 HUNT,TROY T&JANNA L 7.750 .250 7.500 .0500 7.450 11/01/2026
500063196 BYERS,RICHARD & DEBRA 8.125 .250 7.875 .0500 7.825 12/01/2026
500063197 NELSON,BYRON EUGENE 7.750 .250 7.500 .0500 7.450 12/01/2026
500063199 PSEUDOIKONOMOU,NIKOLAOS 8.250 .250 8.000 .0500 7.950 12/01/2016
500063201 JENNE,MARK 7.875 .250 7.625 .0500 7.575 12/01/2026
500063202 HAUHE,WILLIAM 7.750 .250 7.500 .0500 7.450 12/01/2026
500063203 BROWN,MICHAEL 8.500 .250 8.250 .0500 8.200 12/01/2026
500063204 BAGGETT,JOE 8.250 .250 8.000 .0500 7.950 12/01/2026
500063205 MOUSSADDAK,BISSANI 7.500 .250 7.250 .0500 7.200 12/01/2026
500063206 ILLIONS,EDWARD 8.125 .250 7.875 .0500 7.825 12/01/2026
500063207 CHEKIJIAN,CESAR 8.500 .250 8.250 .0500 8.200 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063192 NEWMAN,BETH 6684902 $1,692.78 7 01/01/1997 360
500063193 KELLMAN,JEFFREY 6669652 $3,223.86 01/01/1997 360
500063194 COURY,KEVIN 6676342 $2,056.72 01/01/1997 360
500063195 HUNT,TROY T&JANNA L 6651342 $2,095.51 01/01/1997 360
500063196 BYERS,RICHARD & DEBRA 6650652 $2,041.87 01/01/1997 360
500063197 NELSON,BYRON EUGENE 6687002 $1,564.64 01/01/1997 360
500063199 PSEUDOIKONOMOU,NIKOLAOS 6688522 $1,917.15 01/01/1997 240
500063201 JENNE,MARK 6677712 $1,892.43 01/01/1997 360
500063202 HAUHE,WILLIAM 7050463 $1,782.43 01/01/1997 360
500063203 BROWN,MICHAEL 7062876 $2,392.86 01/01/1997 360
500063204 BAGGETT,JOE 7063860 $2,163.65 01/01/1997 360
500063205 MOUSSADDAK,BISSANI 7064225 $2,287.83 01/01/1997 360
500063206 ILLIONS,EDWARD 7064452 $2,097.55 01/01/1997 360
500063207 CHEKIJIAN,CESAR 7064654 $1,980.72 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063192 NEWMAN,BETH $226,500.00 N
500063193 KELLMAN,JEFFREY $1,251,000.00 N
500063194 COURY,KEVIN $500,000.00 N
500063195 HUNT,TROY T&JANNA L $365,662.00 N
500063196 BYERS,RICHARD & DEBRA $350,000.00 N
500063197 NELSON,BYRON EUGENE $273,000.00 N
500063199 PSEUDOIKONOMOU,NIKOLAOS $540,000.00 N
500063201 JENNE,MARK $348,000.00 N
500063202 HAUHE,WILLIAM $311,034.00 N
500063203 BROWN,MICHAEL $389,000.00 N
500063204 BAGGETT,JOE $360,000.00 N
500063205 MOUSSADDAK,BISSANI $409,000.00 N
500063206 ILLIONS,EDWARD $365,000.00 N
500063207 CHEKIJIAN,CESAR $322,000.00 N
</TABLE>
<PAGE>
Page 19
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063208 CHOU,NORMAN 21975 MC CLELLAN ROAD CUPERTINO CA 95014 $234,838.28
500063209 WOODWARD,MARK 1425 NEWPORT AVENUE SAN JOSE CA 95125 $487,704.37
500063210 MASLIN,GERALD 10 KNIGHT WAY MANSFIELD MA 02048 $236,137.38
500063211 WELLS,HOWARD NO.7 EAST HILLCREST DRIVE PONCA CITY OK 74604 $256,203.77
500063212 OESTREICH,ELIZABETH 429 FALLEN LEAF AVE CAMARILLO CA 93012 $225,969.92
500063214 REEVES,ROBERT L & SHEREE 1801 GARDENGROVE COURT PLANO TX 75075 $214,648.88
500063215 HARREL,REED R&JUDITH A 433 3RD AVENUE SOUTH KIRKLAND WA 98033 $233,339.30
500063216 WEINSTEIN,GLEN D&D'ANDREA 3810 RENO ROAD N.W. WASHINGTON DC 20008 $251,817.61
500063217 MATHEWS,DON D &LILLEBO,Y 20527 121ST AVENUE S.E. SNOHOMISH WA 98290 $312,179.50
500063218 CARDUCCI,MICHAEL J&SUE A 3395 SAXONY GLEN MARIETTA GA 30066 $277,803.79
500063219 NCNIFF,MICHAEL S&CYNTHIA 139 HICKORY CREEK CIRCLE LITTLE ROCK AR 72212 $386,726.85
500063220 FRERE,EDWARD M JR&KAREN 1800 RIVER MIST COURT FREDERICK MD 21701 $237,727.81
500063221 MAGUIRE,MARK B & VICKI 26W106 WATERBURY COURT WHEATON IL 60187 $295,801.39
500063222 BLAESING,GERALD M & PATRI 1720 HOLLY COURT LONG GROVE IL 60047 $472,500.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063208 CHOU,NORMAN 7.875 .250 7.625 .0500 7.575 12/01/2026
500063209 WOODWARD,MARK 8.500 .250 8.250 .0500 8.200 12/01/2026
500063210 MASLIN,GERALD 7.875 .250 7.625 .0500 7.575 12/01/2026
500063211 WELLS,HOWARD 8.750 .250 8.500 .0500 8.450 11/01/2026
500063212 OESTREICH,ELIZABETH 8.750 .250 8.500 .0500 8.450 12/01/2026
500063214 REEVES,ROBERT L & SHEREE 8.000 .250 7.750 .0500 7.700 12/01/2026
500063215 HARREL,REED R&JUDITH A 7.875 .250 7.625 .0500 7.575 12/01/2026
500063216 WEINSTEIN,GLEN D&D'ANDREA 7.625 .250 7.375 .0500 7.325 12/01/2026
500063217 MATHEWS,DON D &LILLEBO,Y 7.750 .250 7.500 .0500 7.450 12/01/2026
500063218 CARDUCCI,MICHAEL J&SUE A 7.750 .250 7.500 .0500 7.450 12/01/2026
500063219 NCNIFF,MICHAEL S&CYNTHIA 7.750 .250 7.500 .0500 7.450 12/01/2026
500063220 FRERE,EDWARD M JR&KAREN 7.625 .250 7.375 .0500 7.325 12/01/2026
500063221 MAGUIRE,MARK B & VICKI 8.000 .250 7.750 .0500 7.700 12/01/2026
500063222 BLAESING,GERALD M & PATRI 8.750 .250 8.500 .0500 8.450 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063208 CHOU,NORMAN 6911402 $1,703.91 01/01/1997 360
500063209 WOODWARD,MARK 7061287 $3,752.30 01/01/1997 360
500063210 MASLIN,GERALD 6245232 $1,713.34 7 01/01/1997 360
500063211 WELLS,HOWARD 6416582 $2,017.89 7 01/01/1997 360
500063212 OESTREICH,ELIZABETH 6643542 $1,778.73 7 01/01/1997 360
500063214 REEVES,ROBERT L & SHEREE 6689162 $1,576.13 01/01/1997 360
500063215 HARREL,REED R&JUDITH A 6695592 $1,693.04 01/01/1997 360
500063216 WEINSTEIN,GLEN D&D'ANDREA 6697782 $1,783.64 01/01/1997 360
500063217 MATHEWS,DON D &LILLEBO,Y 6698802 $2,238.07 01/01/1997 360
500063218 CARDUCCI,MICHAEL J&SUE A 6704392 $1,991.63 01/01/1997 360
500063219 NCNIFF,MICHAEL S&CYNTHIA 6704582 $2,772.52 01/01/1997 360
500063220 FRERE,EDWARD M JR&KAREN 6716732 $1,683.84 18 01/01/1997 360
500063221 MAGUIRE,MARK B & VICKI 6732562 $2,171.94 01/01/1997 360
500063222 BLAESING,GERALD M & PATRI 6691652 $3,717.16 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063208 CHOU,NORMAN $293,888.00 N
500063209 WOODWARD,MARK $610,000.00 N
500063210 MASLIN,GERALD $278,100.00 N
500063211 WELLS,HOWARD $285,000.00 N
500063212 OESTREICH,ELIZABETH $240,000.00 N
500063214 REEVES,ROBERT L & SHEREE $268,500.00 N
500063215 HARREL,REED R&JUDITH A $308,549.00 N
500063216 WEINSTEIN,GLEN D&D'ANDREA $325,000.00 N
500063217 MATHEWS,DON D &LILLEBO,Y $390,500.00 N
500063218 CARDUCCI,MICHAEL J&SUE A $352,999.53 N
500063219 NCNIFF,MICHAEL S&CYNTHIA $540,000.00 N
500063220 FRERE,EDWARD M JR&KAREN $264,353.00 N
500063221 MAGUIRE,MARK B & VICKI $370,000.00 N
500063222 BLAESING,GERALD M & PATRI $630,000.00 N
</TABLE>
<PAGE>
Page 20
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063224 HOFFERT,BRADLEY 1520 ROSECREST TERRACE SAN JOSE CA 95126 $399,751.38
500063225 STRACK,JAMES 108 OAKMONT AVE SAN RAFAEL CA 94901 $314,816.74
500063226 LONGTIN,GARY 12467 THORNBUSH COURT SAN DIEGO CA 92131 $259,834.21
500063227 AVGEROPOULOS,THEMIS 9620 GREENEL ROAD DAMASCUS MD 20872 $244,702.11
500063228 SEGAL,MICHAEL 57 WILMINGTON DRIVE MELVILLE NY 11747 $249,844.61
500063229 YOUNG,ELBERT L. III 101 MISTY OAKS PLACE LEXINGTON SC 29072 $224,849.02
500063230 MUNOS,LOUIS 2503 RIDGEPOINT DRIVE JONESBORO AR 72401 $308,797.87
500063233 HUNTER,JOHN F SR 80 HUNTERS POINT SIMPSONVILLE KY 40067 $405,000.00
500063234 ARENSON,GREGG S 1032 HUNTER ROAD GLENVIEW IL 60025 $299,808.70
500063238 MELENIAK,EDWARD J 27 GLEN ROAD BOROUGH OF WOOD NJ 07675 $324,000.00
500063239 WOODS,THOMAS R JR 38 PILGRIM ROAD HOLLISTON MA 01745 $224,000.00
500063253 BETANCOURT,DIEGO L 26 ROSSI LANE ASHLAND MA 01721 $233,000.00
500063255 SCHMIDT,KENT H 1003 GREENRIDGE ROAD JACKSONVILLE FL 32207 $260,000.00
500063262 BURRIS,JERRY W 9620 MOORFIELD CIRCLE LOUISVILLE KY 40241 $242,300.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063224 HOFFERT,BRADLEY 8.375 .250 8.125 .0500 8.075 12/01/2026
500063225 STRACK,JAMES 8.500 .250 8.250 .0500 8.200 11/01/2026
500063226 LONGTIN,GARY 8.250 .250 8.000 .0500 7.950 12/01/2026
500063227 AVGEROPOULOS,THEMIS 8.500 .250 8.250 .0500 8.200 11/01/2026
500063228 SEGAL,MICHAEL 8.375 .250 8.125 .0500 8.075 12/01/2026
500063229 YOUNG,ELBERT L. III 8.000 .250 7.750 .0500 7.700 12/01/2026
500063230 MUNOS,LOUIS 8.125 .250 7.875 .0500 7.825 12/01/2026
500063233 HUNTER,JOHN F SR 8.250 .250 8.000 .0500 7.950 01/01/2027
500063234 ARENSON,GREGG S 8.250 .250 8.000 .0500 7.950 12/01/2026
500063238 MELENIAK,EDWARD J 8.250 .150 8.100 .1000 8.000 01/01/2027
500063239 WOODS,THOMAS R JR 8.375 .150 8.225 .1000 8.125 01/01/2027
500063253 BETANCOURT,DIEGO L 7.625 .150 7.475 .1000 7.375 01/01/2027
500063255 SCHMIDT,KENT H 8.500 .150 8.350 .1000 8.250 01/01/2027
500063262 BURRIS,JERRY W 7.500 .150 7.350 .1000 7.250 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063224 HOFFERT,BRADLEY 6635952 $3,040.29 01/01/1997 360
500063225 STRACK,JAMES 6611962 $2,423.62 01/01/1997 360
500063226 LONGTIN,GARY 6604192 $1,953.29 01/01/1997 360
500063227 AVGEROPOULOS,THEMIS 6582942 $1,883.84 01/01/1997 360
500063228 SEGAL,MICHAEL 6577502 $1,900.18 01/01/1997 360
500063229 YOUNG,ELBERT L. III 6570162 $1,650.98 14 01/01/1997 360
500063230 MUNOS,LOUIS 6533922 $2,294.32 01/01/1997 360
500063233 HUNTER,JOHN F SR 092404002 $3,042.13 01/01/1997 360
500063234 ARENSON,GREGG S 092411267 $2,253.80 01/01/1997 360
500063238 MELENIAK,EDWARD J 092413719 $2,434.10 01/01/1997 360
500063239 WOODS,THOMAS R JR 092414290 $1,702.56 01/01/1997 360
500063253 BETANCOURT,DIEGO L 092406571 $1,649.16 01/01/1997 360
500063255 SCHMIDT,KENT H 092409461 $1,999.18 01/01/1997 360
500063262 BURRIS,JERRY W 092413138 $1,694.20 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063224 HOFFERT,BRADLEY $500,843.00 N
500063225 STRACK,JAMES $394,000.00 N
500063226 LONGTIN,GARY $325,000.00 N
500063227 AVGEROPOULOS,THEMIS $370,075.00 N
500063228 SEGAL,MICHAEL $450,000.00 N
500063229 YOUNG,ELBERT L. III $250,000.00 N
500063230 MUNOS,LOUIS $405,000.00 N
500063233 HUNTER,JOHN F SR .00 .00 .00 .000 .250 .300 $540,000.00 N
500063234 ARENSON,GREGG S .00 .00 .00 .000 .250 .300 $600,000.00 N
500063238 MELENIAK,EDWARD J .00 .00 .00 .000 .150 .250 $405,000.00 N
500063239 WOODS,THOMAS R JR .00 .00 .00 .000 .150 .250 $280,000.00 N
500063253 BETANCOURT,DIEGO L .00 .00 .00 .000 .150 .250 $297,000.00 N
500063255 SCHMIDT,KENT H .00 .00 .00 .000 .150 .250 $465,000.00 N
500063262 BURRIS,JERRY W .00 .00 .00 .000 .150 .250 $302,941.00 N
</TABLE>
<PAGE>
Page 21
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063267 KIENZLE,A PAUL III 225 ST. ANTHONY'S DR. MOORESTOWN NJ 08057 $248,000.00
500063268 WILLETTE,ROGER C 13220 BAY PLACE BAYTOWN TX 77520 $280,000.00
500063272 RICHBOURG,GLEN 1385 COLINTON WAY SUNNYVALE CA 94087 $304,800.00
500063273 EISBERG, KIMBERLY S 7460 MANDARIN DRIVE BOCA RATON FL 33433 $423,722.64
500063275 BERNHARDT,JAMES 3742 PINOT COURT PLEASANTON CA 94566 $284,000.00
500063278 JARAKIAN, VERGINE 19645 WEEBURN LANE TARZANA AREA CA 91356 $297,784.32
500063279 ECK,PHILLIP 46565 PEBBLEBROOK PLACE STERLING VA 20165 $237,423.66
500063280 LUCAS, RICARDO 230 BOULDER STREET MILPITAS CA 95035 $246,850.37
500063281 PUIG, HEIDY 1628 REGAL COVE COURT KISSIMMEE FL 34744 $239,838.97
500063282 CHRISTIE,DAVID 536 REDWOOD AVENUE SAN BRUNO CA 94066 $236,000.00
500063283 SONNEN,GREGG 131 SOUTH GARFIELD STREET DENVER CO 80209 $235,457.27
500063284 DOMBROSKI, JAMES 6039 BODEGA AVENUE PETULMA CA 94952 $377,733.21
500063285 LEAL, DENIA 3007 LITTLE ROCK DRIVE SAN JOSE CA 95133 $227,535.20
500063286 APHIBAL,C. 11926 59TH AVENUE WEST MUKILTEO WA 98275 $280,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063267 KIENZLE,A PAUL III 8.000 .150 7.850 .1000 7.750 01/01/2027
500063268 WILLETTE,ROGER C 8.000 .150 7.850 .1000 7.750 01/01/2027
500063272 RICHBOURG,GLEN 7.750 .250 7.500 .0500 7.450 01/01/2027
500063273 EISBERG, KIMBERLY S 8.125 .250 7.875 .0500 7.825 12/01/2026
500063275 BERNHARDT,JAMES 7.500 .250 7.250 .0500 7.200 01/01/2027
500063278 JARAKIAN, VERGINE 7.625 .250 7.375 .0500 7.325 12/01/2026
500063279 ECK,PHILLIP 7.500 .250 7.250 .0500 7.200 12/01/2026
500063280 LUCAS, RICARDO 8.500 .250 8.250 .0500 8.200 12/01/2026
500063281 PUIG, HEIDY 8.000 .250 7.750 .0500 7.700 12/01/2026
500063282 CHRISTIE,DAVID 7.875 .250 7.625 .0500 7.575 01/01/2027
500063283 SONNEN,GREGG 8.500 .250 8.250 .0500 8.200 12/01/2026
500063284 DOMBROSKI, JAMES 7.750 .250 7.500 .0500 7.450 12/01/2026
500063285 LEAL, DENIA 7.625 .250 7.375 .0500 7.325 12/01/2026
500063286 APHIBAL,C. 7.750 .250 7.500 .0500 7.450 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063267 KIENZLE,A PAUL III 092416271 $1,819.74 01/01/1997 360
500063268 WILLETTE,ROGER C 092416325 $2,054.54 01/01/1997 360
500063272 RICHBOURG,GLEN 6724482 $2,183.63 01/01/1997 360
500063273 EISBERG, KIMBERLY S 7065618 $3,148.19 01/01/1997 360
500063275 BERNHARDT,JAMES 6723782 $1,985.77 01/01/1997 360
500063278 JARAKIAN, VERGINE 7066427 $2,109.23 01/01/1997 360
500063279 ECK,PHILLIP 6710362 $1,661.33 2 01/01/1997 360
500063280 LUCAS, RICARDO 7066731 $1,899.22 7 01/01/1997 360
500063281 PUIG, HEIDY 7067560 $1,761.03 01/01/1997 360
500063282 CHRISTIE,DAVID 6711682 $1,711.16 01/01/1997 360
500063283 SONNEN,GREGG 6714182 $1,811.56 01/01/1997 360
500063284 DOMBROSKI, JAMES 7067827 $2,708.04 01/01/1997 360
500063285 LEAL, DENIA 7068248 $1,611.65 2 01/01/1997 360
500063286 APHIBAL,C. 6715972 $2,005.96 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063267 KIENZLE,A PAUL III .00 .00 .00 .000 .150 .250 $310,000.00 N
500063268 WILLETTE,ROGER C .00 .00 .00 .000 .150 .250 $350,000.00 N
500063272 RICHBOURG,GLEN $381,000.00 N
500063273 EISBERG, KIMBERLY S $606,000.00 N
500063275 BERNHARDT,JAMES $355,000.00 N
500063278 JARAKIAN, VERGINE $397,500.00 N
500063279 ECK,PHILLIP $264,000.00 N
500063280 LUCAS, RICARDO $260,000.00 N
500063281 PUIG, HEIDY $300,000.00 N
500063282 CHRISTIE,DAVID $355,000.00 N
500063283 SONNEN,GREGG $294,500.00 N
500063284 DOMBROSKI, JAMES $500,000.00 N
500063285 LEAL, DENIA $253,000.00 N
500063286 APHIBAL,C. $381,000.00 N
</TABLE>
<PAGE>
Page 22
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063287 PUNNETT, I.C. 213 WESTMINSTER DRIVE ATLANTA GA 30309 $296,785.04
500063288 BONNER, JR, DANIEL T 4280 EDDIE BYRD LANE LOGANVILLE GA 30249 $275,455.95
500063289 EATON, JOHN M&PATRICIA 612 CONCORD WAY BURLINGAME CA 94010 $344,562.71
500063290 WEBER,J.A. 8074 CANYON CREEK CIRCLE PLEASANTON CA 94588 $259,150.00
500063291 ALEA, OSCAR A&MYRIAN M 15216 BAHIA COURT FORT MYERS FL 33908 $474,673.11
500063292 ILEGBUSI, O.J. 109 OAKHILL DRIVE SHARON MA 02067 $227,755.35
500063293 HAYES, JON P&ELIZABETH N 8210 BAY TREE LANE JACKSONVILLE FL 32256 $243,818.92
500063294 TRIPI SR.,V. 38889 ALTURA STREET FREEMONT CA 94539 $284,000.00
500063295 BUTLER, CHARLES P&GWEN E 228 NORTHBROOK WAY GREENVILLE SC 29615 $390,346.43
500063296 MARRON, ANGELA 2950 DICK WILSON DRIVE SARASOTA FL 34240 $305,794.68
500063297 HORZEWSKI, M&BLAKE, AVERY 6032 RUNNING SPRINGS ROAD SAN JOSE CA 95135 $530,769.89
500063298 JENETS, ROBERT J. 5903 RAMSGATE ROAD BETHESDA MD 20816 $285,000.00
500063299 BACIO, GARY A. 556 NORTH SEGOVIA AVENUE SAN GABRIEL CA 91775 $377,765.05
500063300 VAUGHAN,MARGARET 3243 LEVEL ROAD CHURCHVILLE MD 21028 $372,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063287 PUNNETT, I.C. 7.625 .250 7.375 .0500 7.325 12/01/2026
500063288 BONNER, JR, DANIEL T 8.375 .250 8.125 .0500 8.075 11/01/2026
500063289 EATON, JOHN M&PATRICIA 7.875 .250 7.625 .0500 7.575 12/01/2026
500063290 WEBER,J.A. 7.500 .250 7.250 .0500 7.200 01/01/2027
500063291 ALEA, OSCAR A&MYRIAN M 7.875 .250 7.625 .0500 7.575 12/01/2026
500063292 ILEGBUSI, O.J. 7.875 .250 7.625 .0500 7.575 12/01/2021
500063293 HAYES, JON P&ELIZABETH N 7.500 .250 7.250 .0500 7.200 12/01/2026
500063294 TRIPI SR.,V. 8.125 .250 7.875 .0500 7.825 01/01/2027
500063295 BUTLER, CHARLES P&GWEN E 8.125 .250 7.875 .0500 7.825 12/01/2016
500063296 MARRON, ANGELA 8.000 .250 7.750 .0500 7.700 12/01/2026
500063297 HORZEWSKI, M&BLAKE, AVERY 8.375 .250 8.125 .0500 8.075 12/01/2026
500063298 JENETS, ROBERT J. 7.875 .250 7.625 .0500 7.575 01/01/2027
500063299 BACIO, GARY A. 8.375 .250 8.125 .0500 8.075 12/01/2026
500063300 VAUGHAN,MARGARET 7.500 .250 7.250 .0500 7.200 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063287 PUNNETT, I.C. 61716672 $2,102.15 14 01/01/1997 360
500063288 BONNER, JR, DANIEL T 7059025 $2,096.28 01/01/1997 360
500063289 EATON, JOHN M&PATRICIA 7061902 $2,500.04 01/01/1997 360
500063290 WEBER,J.A. 6720402 $1,812.01 1 01/01/1997 360
500063291 ALEA, OSCAR A&MYRIAN M 7063043 $3,444.08 01/01/1997 360
500063292 ILEGBUSI, O.J. 6721342 $1,740.91 01/01/1997 300
500063293 HAYES, JON P&ELIZABETH N 7064268 $1,706.08 01/01/1997 360
500063294 TRIPI SR.,V. 6719922 $2,108.69 01/01/1997 360
500063295 BUTLER, CHARLES P&GWEN E 7064514 $3,300.97 2 01/01/1997 240
500063296 MARRON, ANGELA 7065086 $2,245.32 1 01/01/1997 360
500063297 HORZEWSKI, M&BLAKE, AVERY 7065587 $4,036.75 01/01/1997 360
500063298 JENETS, ROBERT J. 6677592 $2,066.45 01/01/1997 360
500063299 BACIO, GARY A. 6706122 $2,873.07 12 01/01/1997 360
500063300 VAUGHAN,MARGARET 6708452 $2,601.08 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063287 PUNNETT, I.C. $330,000.00 N
500063288 BONNER, JR, DANIEL T $375,000.00 N
500063289 EATON, JOHN M&PATRICIA $431,000.00 N
500063290 WEBER,J.A. $272,800.00 N
500063291 ALEA, OSCAR A&MYRIAN M $675,000.00 N
500063292 ILEGBUSI, O.J. $285,000.00 N
500063293 HAYES, JON P&ELIZABETH N $305,000.00 N
500063294 TRIPI SR.,V. $355,000.00 N
500063295 BUTLER, CHARLES P&GWEN E $462,500.00 N
500063296 MARRON, ANGELA $340,000.00 N
500063297 HORZEWSKI, M&BLAKE, AVERY $663,998.00 N
500063298 JENETS, ROBERT J. $393,000.00 N
500063299 BACIO, GARY A. $420,000.00 N
500063300 VAUGHAN,MARGARET $465,000.00 N
</TABLE>
<PAGE>
Page 23
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063301 HEINRICH,GARY W. 5716 RICHWATER DRIVE DALLAS TX 75252 $358,850.00
500063302 DINWIDDIE, MARK 3025 LAKE LANGLOIS RD. NE CARNATION WA 98014 $299,813.53
500063303 COFFMAN, JOHN T. 11 N. MAPLE STREET MOUNT PROSPECT IL 60056 $215,000.00
500063304 NICHOLS,ELIZABETH 164-166 LIBERTY STREET SAN FRANCISCO CA 94110 $359,739.44
500063305 GLADMAN, ALAN H. 1720 MIDDLEFIELD ROAD PALO ALTO CA 94301 $344,000.00
500063306 COMEAU,ROBERT 15445 KARL AVENUE MONTE SERENO CA 95030 $410,000.00
500063307 OLDING III, J&RUSSCOL, A 6665 AVIGNON BLVD. FALLS CHURCH VA 22043 $457,200.00
500063308 SLOMSKI, DOUGLAS&LORETTA 814 RIDGELAWN TRAIL BATAVIA IL 60510 $284,668.36
500063309 HODGES,GREGORY G. 8466 GREEN ISLAND CIRCLE LITTLETON CO 80124 $265,330.70
500063310 GILSON, JEROME M&MARGOT G 21 STONE GATE COURT PIKESVILLE MD 21208 $279,000.00
500063311 SHINNERS,CATHERINE J. 3632 ARBUTUS AVENUE PALO ALTO CA 94303 $419,718.19
500063312 STUIT, PAUL & SANDI 66326 E. BARLOW TRAIL RD. RHODODENDRON OR 97049 $225,000.00
500063313 PHILLIPS,JOHN M. 2710 107TH AVENUE S.E. BELLEVUE VA 98004 $368,000.00
500063314 PIOTROWSKI,FRANK J. 220 WEST SHORE ROAD OAKDALE NY 11769 $222,874.98
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063301 HEINRICH,GARY W. 7.875 .250 7.625 .0500 7.575 01/01/2027
500063302 DINWIDDIE, MARK 8.375 .250 8.125 .0500 8.075 12/01/2026
500063303 COFFMAN, JOHN T. 8.375 .250 8.125 .0500 8.075 01/01/2027
500063304 NICHOLS,ELIZABETH 7.625 .250 7.375 .0500 7.325 12/01/2026
500063305 GLADMAN, ALAN H. 8.125 .250 7.875 .0500 7.825 01/01/2027
500063306 COMEAU,ROBERT 7.750 .250 7.500 .0500 7.450 01/01/2027
500063307 OLDING III, J&RUSSCOL, A 7.500 .250 7.250 .0500 7.200 01/01/2027
500063308 SLOMSKI, DOUGLAS&LORETTA 8.250 .250 8.000 .0500 7.950 12/01/2026
500063309 HODGES,GREGORY G. 8.250 .250 8.000 .0500 7.950 12/01/2026
500063310 GILSON, JEROME M&MARGOT G 7.875 .250 7.625 .0500 7.575 01/01/2027
500063311 SHINNERS,CATHERINE J. 8.000 .250 7.750 .0500 7.700 12/01/2026
500063312 STUIT, PAUL & SANDI 7.875 .250 7.625 .0500 7.575 01/01/2027
500063313 PHILLIPS,JOHN M. 7.875 .250 7.625 .0500 7.575 01/01/2027
500063314 PIOTROWSKI,FRANK J. 8.875 .250 8.625 .0500 8.575 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063301 HEINRICH,GARY W. 6702572 $2,601.91 01/01/1997 360
500063302 DINWIDDIE, MARK 6696732 $2,280.22 01/01/1997 360
500063303 COFFMAN, JOHN T. 6694932 $1,634.16 01/01/1997 360
500063304 NICHOLS,ELIZABETH 6688252 $2,548.06 01/01/1997 360
500063305 GLADMAN, ALAN H. 6682062 $2,554.19 01/01/1997 360
500063306 COMEAU,ROBERT 6678242 $2,937.29 01/01/1997 360
500063307 OLDING III, J&RUSSCOL, A 6725142 $3,196.81 01/01/1997 360
500063308 SLOMSKI, DOUGLAS&LORETTA 6740532 $2,139.98 12 01/01/1997 360
500063309 HODGES,GREGORY G. 6661152 $1,994.61 12 01/01/1997 360
500063310 GILSON, JEROME M&MARGOT G 6742112 $2,022.95 01/01/1997 360
500063311 SHINNERS,CATHERINE J. 6665582 $3,081.81 01/01/1997 360
500063312 STUIT, PAUL & SANDI 6744352 $1,631.41 12 01/01/1997 360
500063313 PHILLIPS,JOHN M. 6667902 $2,668.26 01/01/1997 360
500063314 PIOTROWSKI,FRANK J. 666421 $1,774.29 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063301 HEINRICH,GARY W. $448,650.00 N
500063302 DINWIDDIE, MARK $375,000.00 N
500063303 COFFMAN, JOHN T. $300,000.00 N
500063304 NICHOLS,ELIZABETH $790,000.00 N
500063305 GLADMAN, ALAN H. $430,000.00 N
500063306 COMEAU,ROBERT $650,000.00 N
500063307 OLDING III, J&RUSSCOL, A $571,600.00 N
500063308 SLOMSKI, DOUGLAS&LORETTA $309,846.00 N
500063309 HODGES,GREGORY G. $312,000.00 N
500063310 GILSON, JEROME M&MARGOT G $348,780.00 N
500063311 SHINNERS,CATHERINE J. $525,000.00 N
500063312 STUIT, PAUL & SANDI $259,900.00 N
500063313 PHILLIPS,JOHN M. $460,000.00 N
500063314 PIOTROWSKI,FRANK J. $305,000.00 N
</TABLE>
<PAGE>
Page 24
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063315 SCHAFER, DANIEL S&LINDA J 12 BLUE SPRUCE IRVINE CA 92620 $316,326.58
500063317 SMITH,ALVIN L. 6161 NORTH VAN NESS BLVD FRESNO CA 93711 $243,848.34
500063318 HOSKING, TIMOTHY R. 0011 HACKAMORE RD EAST1/2 EDWARDS CO 81632 $244,851.58
500063319 ANTZOULATOS, DENNY&KIM M 430 MARLEY RUN ROAD HUNTINGTOWN MD 20639 $274,815.48
500063320 TREISTER, RONALD L. 2 ALEXANDER DRIVE CAPE ELIZABETH ME 04107 $251,814.93
500063321 HARRISON,ROBERT P. 27 MORRISON ROAD, WEST WAKEFIELD MA 01880 $229,853.34
500063322 HART, CAREN R 9 LONE PINE LANE WESTPORT CT 06880 $326,811.87
500063323 HIRSCH,GREGORY M. 308 WEST MEGAN COURT SAVANNAH GA 31405 $267,824.69
500063324 SYPHERD,GARY 940 SOUTH MONROE STREET SAN JOSE CA 95128 $226,255.63
500063329 BRANDVIK,JOHN 1572 ALEXANDER ROAD BELLEAIR FL 34616 $285,223.76
500063349 GALLAGHER,JAMES E 2505 LANDIS AVENUE, UNIT SEA ISLE CITY NJ 08243 $288,000.00
500063358 AZIZA, SIAMAK 18360 PURDUE DRIVE SARATOGA CA 95070 $306,400.00
500063359 EASTON, IVAN L. 1517 16TH AVENUE EAST SEATTLE WA 98112 $234,500.00
500063360 VALLANAT, JOSEPH 4 WEYBRIDGE ROAD GREAT NECK NY 11203 $373,500.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063315 SCHAFER, DANIEL S&LINDA J 7.750 .250 7.500 .0500 7.450 12/01/2026
500063317 SMITH,ALVIN L. 8.375 .250 8.125 .0500 8.075 12/01/2026
500063318 HOSKING, TIMOTHY R. 8.500 .250 8.250 .0500 8.200 12/01/2026
500063319 ANTZOULATOS, DENNY&KIM M 8.000 .250 7.750 .0500 7.700 12/01/2026
500063320 TREISTER, RONALD L. 9.375 .250 9.125 .0500 9.075 10/01/2026
500063321 HARRISON,ROBERT P. 8.250 .250 8.000 .0500 7.950 12/01/2026
500063322 HART, CAREN R 8.750 .250 8.500 .0500 8.450 12/01/2026
500063323 HIRSCH,GREGORY M. 8.125 .250 7.875 .0500 7.825 12/01/2026
500063324 SYPHERD,GARY 8.250 .250 8.000 .0500 7.950 12/01/2026
500063329 BRANDVIK,JOHN 8.750 .250 8.500 .0500 8.450 03/01/2026
500063349 GALLAGHER,JAMES E 8.500 .150 8.350 .1000 8.250 01/01/2027
500063358 AZIZA, SIAMAK 8.375 .250 8.125 .0500 8.075 01/01/2027
500063359 EASTON, IVAN L. 8.125 .250 7.875 .0500 7.825 01/01/2027
500063360 VALLANAT, JOSEPH 8.500 .250 8.250 .0500 8.200 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063315 SCHAFER, DANIEL S&LINDA J 6748392 $2,267.80 14 01/01/1997 360
500063317 SMITH,ALVIN L. 661145 $1,854.58 01/01/1997 360
500063318 HOSKING, TIMOTHY R. 6484312 $1,883.84 01/01/1997 360
500063319 ANTZOULATOS, DENNY&KIM M 7052119 $2,017.86 7 01/01/1997 360
500063320 TREISTER, RONALD L. 6371862 $2,097.68 10 01/01/1997 360
500063321 HARRISON,ROBERT P. 1255033 $1,727.92 01/01/1997 360
500063322 HART, CAREN R 7058845 $2,572.52 01/01/1997 360
500063323 HIRSCH,GREGORY M. 6640842 $1,989.89 01/01/1997 360
500063324 SYPHERD,GARY 6653832 $1,700.87 01/01/1997 360
500063329 BRANDVIK,JOHN 7022013 $2,257.28 12 01/01/1997 351
500063349 GALLAGHER,JAMES E 092416143 $2,214.47 01/01/1997 360
500063358 AZIZA, SIAMAK 6775522 $2,328.86 01/01/1997 360
500063359 EASTON, IVAN L. 62727402 $1,741.16 01/01/1997 360
500063360 VALLANAT, JOSEPH 6627112 $2,871.89 14 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063315 SCHAFER, DANIEL S&LINDA J $351,737.00 N
500063317 SMITH,ALVIN L. $305,000.00 N
500063318 HOSKING, TIMOTHY R. $360,000.00 N
500063319 ANTZOULATOS, DENNY&KIM M $310,247.00 N
500063320 TREISTER, RONALD L. $265,500.00 N
500063321 HARRISON,ROBERT P. $336,000.00 N
500063322 HART, CAREN R $416,000.00 N
500063323 HIRSCH,GREGORY M. $335,000.00 N
500063324 SYPHERD,GARY $283,000.00 N
500063329 BRANDVIK,JOHN $340,000.00 N
500063349 GALLAGHER,JAMES E .00 .00 .00 .000 .150 .250 $360,000.00 N
500063358 AZIZA, SIAMAK $383,000.00 N
500063359 EASTON, IVAN L. $335,000.00 N
500063360 VALLANAT, JOSEPH $415,000.00 N
</TABLE>
<PAGE>
Page 25
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063361 SAVANT, DANIEL J. 33150 PAUBA ROAD TEMECULA AREA CA 92592 $233,600.00
500063362 ZUSSER, MARC A. 6443 EAST TAMARIND STREET AGOURA AREA CA 91301 $236,704.35
600052980 MARQUIS 1532 NOTTINGHAM KNL JACKSONVILL FL 32225 $210,651.93
600054955 SALVAGGIO 307 TIGER LILY COURT MARIETTA GA 30067 $212,592.23
600054969 RECAMIER-MAYER 4820 SCOT COURT SUGARLAND TX 77479 $197,864.17
600055593 CIFELLI KIMBERLY 521 VILLAGE ROAD WEST WEST WINDSOR NJ NJ 08550 $117,595.43
600055596 TSAO ALEXANDER W 40 EAST 9TH STREET NEW YORK NY 10003 $111,810.21
600055599 GOLUB BLANCHE 420 EAST 72ND STREET NEW YORK NY 10021 $191,648.57
600055600 WAJSBLAT BENNETT 201 EAST 21ST STREET NEW YORK NY 10010 $58,353.48
600055601 MARINELLI PETER 42 ROW PLACE STATEN ISLAND NY 10312 $131,851.43
600055602 ALIWALAS JOSEPH JEREMY 11220 72ND DRIVE D41 FOREST HILLS NY 11375 $59,890.17
600055603 SHAMIM KAUSAR 506 ADELPHI STREET EAST MEADOW NY 11554 $212,867.78
600055604 ARGYROS CHRISTINE 24572 62ND AVENUE B2-7 DOUGLASTON NY 11362 $19,964.32
600055610 LEVY BENJAMIN G 2723 SOUTH CANFIELD AVE LOS ANGELES CA 90034 $183,450.54
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063361 SAVANT, DANIEL J. 8.500 .250 8.250 .0500 8.200 01/01/2027
500063362 ZUSSER, MARC A. 8.375 .250 8.125 .0500 8.075 01/01/2027
600052980 MARQUIS 7.875 .250 7.625 .0500 7.575 04/01/2026
600054955 SALVAGGIO 7.750 .250 7.500 .0500 7.450 09/01/2026
600054969 RECAMIER-MAYER 8.875 .250 8.625 .0500 8.575 10/01/2026
600055593 CIFELLI KIMBERLY 8.125 .250 7.875 .0500 7.825 11/01/2026
600055596 TSAO ALEXANDER W 8.875 .250 8.625 .0500 8.575 10/01/2026
600055599 GOLUB BLANCHE 8.500 .250 8.250 .0500 8.200 10/01/2026
600055600 WAJSBLAT BENNETT 9.000 .250 8.750 .0500 8.700 10/01/2026
600055601 MARINELLI PETER 8.875 .250 8.625 .0500 8.575 11/01/2026
600055602 ALIWALAS JOSEPH JEREMY 8.500 .250 8.250 .0500 8.200 10/01/2026
600055603 SHAMIM KAUSAR 8.000 .250 7.750 .0500 7.700 10/01/2026
600055604 ARGYROS CHRISTINE 8.625 .250 8.375 .0500 8.325 10/01/2026
600055610 LEVY BENJAMIN G 8.000 .250 7.750 .0500 7.700 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063361 SAVANT, DANIEL J. 6749752 $1,796.18 01/01/1997 360
500063362 ZUSSER, MARC A. 6700752 $1,801.37 03/01/1997 360
600052980 MARQUIS 8237660 $1,537.15 01/01/1997 360
600054955 SALVAGGIO 5067024 $1,527.39 01/01/1997 360
600054969 RECAMIER-MAYER 5067507 $1,576.97 01/01/1997 360
600055593 CIFELLI KIMBERLY 1101203380 $874.29 01/01/1997 360
600055596 TSAO ALEXANDER W 1106023105 $891.13 01/01/1997 360
600055599 GOLUB BLANCHE 1111058018 $1,476.32 01/01/1997 360
600055600 WAJSBLAT BENNETT 1111061114 $470.31 01/01/1997 360
600055601 MARINELLI PETER 1111061690 $1,050.26 01/01/1997 360
600055602 ALIWALAS JOSEPH JEREMY 1111062139 $461.35 01/01/1997 360
600055603 SHAMIM KAUSAR 1111063459 $1,565.12 12 01/01/1997 360
600055604 ARGYROS CHRISTINE 1111063506 $155.56 01/01/1997 360
600055610 LEVY BENJAMIN G 1233000410 $1,348.29 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063361 SAVANT, DANIEL J. $292,000.00 N
500063362 ZUSSER, MARC A. $300,000.00 N
600052980 MARQUIS .00 .00 .00 .000 .250 .300 $265,000.00 N
600054955 SALVAGGIO .00 .00 .00 .000 .250 .300 $266,780.00 N
600054969 RECAMIER-MAYER .00 .00 .00 .000 .250 .300 $250,000.00 N
600055593 CIFELLI KIMBERLY .00 .00 .00 .000 .250 .300 $157,000.00 N
600055596 TSAO ALEXANDER W .00 .00 .00 .000 .250 .300 $370,000.00 N
600055599 GOLUB BLANCHE .00 .00 .00 .000 .250 .300 $240,000.00 N
600055600 WAJSBLAT BENNETT .00 .00 .00 .000 .250 .300 $85,000.00 N
600055601 MARINELLI PETER .00 .00 .00 .000 .250 .300 $176,000.00 N
600055602 ALIWALAS JOSEPH JEREMY .00 .00 .00 .000 .250 .300 $75,000.00 N
600055603 SHAMIM KAUSAR .00 .00 .00 .000 .250 .300 $237,000.00 N
600055604 ARGYROS CHRISTINE .00 .00 .00 .000 .250 .300 $70,000.00 N
600055610 LEVY BENJAMIN G .00 .00 .00 .000 .250 .300 $262,500.00 N
</TABLE>
<PAGE>
Page 26
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055612 DEESE SHIRLEY JUNE 47210 VIA OVIETO LA QUINTA CA 92253 $212,734.30
600055616 SHLATER JAMES 16521 SW 82 AVENUE MIAMI FL 33157 $213,406.15
600055621 RUSSO LAUREN 32 RUSHBY WAY YONKERS NY 10701 $84,852.21
600055632 DOOLEY TIMOTHY P 444 FOREST STREET NORTH DEGHTON MA 02764 $103,828.28
600055633 FERREIRA NERI 11 MAPLE COURT NEW HYDE PARK NY 11040 $159,728.91
600055635 HURLEY ROBERT GERARD 215 SMULL AVENUE N CALDWELL NJ 07006 $183,248.84
600055638 CARLISLE DAVID 114 GREENWOOD AVENUE WYNCOTE PA 19095 $56,152.20
600055661 HASTINGS WILLIAM HENRY 2781 BEN LOMOND DRIVE SANTA BARBARA CA 93105 $83,864.88
600055668 WATCKE MICHAEL J 727 EAST THIRD STREET ROYAL OAK MI 48067 $98,091.93
600055670 SROCK JAMES 308 WADDINGTON BLOOMFIELD VILL MI 48301 $174,725.70
600055671 VAZANA MARY C 11052 DALE WARREN MI 48089 $60,394.84
600055673 FOK YIU WAH 7538 TOURNAMENT WATERVILLE OH 43566 $160,337.26
600055679 STANKO JOHN M 40 ROYAL POINTE DRIVE HILTON HEAD SC 29926 $112,194.27
600055681 TIDWELL DONNA G 234 LAWRENCEVILLE STREE MCDONOUGH GA 38253 $104,054.24
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055612 DEESE SHIRLEY JUNE 8.375 .250 8.125 .0500 8.075 11/01/2026
600055616 SHLATER JAMES 9.125 .250 8.875 .0500 8.825 10/01/2026
600055621 RUSSO LAUREN 8.750 .250 8.500 .0500 8.450 10/01/2026
600055632 DOOLEY TIMOTHY P 9.000 .250 8.750 .0500 8.700 10/01/2026
600055633 FERREIRA NERI 8.875 .250 8.625 .0500 8.575 10/01/2026
600055635 HURLEY ROBERT GERARD 9.000 .250 8.750 .0500 8.700 11/01/2026
600055638 CARLISLE DAVID 8.750 .250 8.500 .0500 8.450 10/01/2026
600055661 HASTINGS WILLIAM HENRY 9.125 .250 8.875 .0500 8.825 10/01/2026
600055668 WATCKE MICHAEL J 9.125 .250 8.875 .0500 8.825 10/01/2026
600055670 SROCK JAMES 9.250 .250 9.000 .0500 8.950 10/01/2026
600055671 VAZANA MARY C 9.875 .250 9.625 .0500 9.575 11/01/2026
600055673 FOK YIU WAH 9.375 .250 9.125 .0500 9.075 11/01/2026
600055679 STANKO JOHN M 8.500 .250 8.250 .0500 8.200 10/01/2026
600055681 TIDWELL DONNA G 8.375 .250 8.125 .0500 8.075 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055612 DEESE SHIRLEY JUNE 1237000300 $1,618.95 01/01/1997 360
600055616 SHLATER JAMES 1311271427 $1,739.14 14 01/01/1997 360
600055621 RUSSO LAUREN 1500229411 $668.70 01/01/1997 360
600055632 DOOLEY TIMOTHY P 1500249984 $836.81 01/01/1997 360
600055633 FERREIRA NERI 1500251647 $1,273.03 01/01/1997 360
600055635 HURLEY ROBERT GERARD 1500251862 $1,476.08 01/01/1997 360
600055638 CARLISLE DAVID 1500256152 $442.52 01/01/1997 360
600055661 HASTINGS WILLIAM HENRY 1506161296 $683.45 01/01/1997 360
600055668 WATCKE MICHAEL J 1507182134 $799.40 01/01/1997 360
600055670 SROCK JAMES 1507185777 $1,439.69 01/01/1997 360
600055671 VAZANA MARY C 1507186361 $524.92 01/01/1997 360
600055673 FOK YIU WAH 1507192772 $1,334.96 01/01/1997 360
600055679 STANKO JOHN M 1511045614 $864.26 01/01/1997 360
600055681 TIDWELL DONNA G 1511055946 $792.38 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055612 DEESE SHIRLEY JUNE .00 .00 .00 .000 .250 .300 $285,000.00 N
600055616 SHLATER JAMES .00 .00 .00 .000 .250 .300 $225,000.00 N
600055621 RUSSO LAUREN .00 .00 .00 .000 .250 .300 $220,000.00 N
600055632 DOOLEY TIMOTHY P .00 .00 .00 .000 .250 .300 $139,000.00 N
600055633 FERREIRA NERI .00 .00 .00 .000 .250 .300 $255,000.00 N
600055635 HURLEY ROBERT GERARD .00 .00 .00 .000 .250 .300 $245,000.00 N
600055638 CARLISLE DAVID .00 .00 .00 .000 .250 .300 $75,000.00 N
600055661 HASTINGS WILLIAM HENRY .00 .00 .00 .000 .250 .300 $375,000.00 N
600055668 WATCKE MICHAEL J .00 .00 .00 .000 .250 .300 $131,000.00 N
600055670 SROCK JAMES .00 .00 .00 .000 .250 .300 $452,000.00 N
600055671 VAZANA MARY C .00 .00 .00 .000 .250 .300 $93,000.00 N
600055673 FOK YIU WAH .00 .00 .00 .000 .250 .300 $214,000.00 N
600055679 STANKO JOHN M .00 .00 .00 .000 .250 .300 $153,000.00 N
600055681 TIDWELL DONNA G .00 .00 .00 .000 .250 .300 $139,000.00 N
</TABLE>
<PAGE>
Page 27
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055684 YARBROUGH SANDRA B 8 EVERGREEN HILTON HEAD ISL SC 29928 $131,109.79
600055709 PHILLIPS JANA 3519 NORTHWEST 53RD OKLAHOMA CITY OK 73116 $43,310.51
600055711 ROBERTS CYNDI 1319 WILDFLOWER COURT MUSTANG OK 73064 $154,838.66
600055712 GHOBRIAL NAGIB S 1825 SUMAC DRIVE FLOWER MOUND TX 75028 $113,181.57
600055714 LEWIS TANA RAE 1633 NORTH 175TH STREET SEATTLE WA 98133 $110,402.69
600055715 IVERSON CHARLENE E 6511 CLEOPATRA PLACE SEATTLE WA 98117 $83,857.65
600055717 HORN LYNN C 11010 S HARVARD ROAD ROCKFORD WA 99030 $88,849.19
600055719 FORBIS BILL G 402 LIVE OAK DRIVE LAFAYETTE LA 70503 $131,027.60
600055720 STEWART WILLIAM E 204 WINDY HILL ROAD CANTON GA 30114 $83,112.55
600055722 HERRINGTON CHARLES A 704 BONANZA DRIVE PHENIX CITY AL 36867 $63,931.62
600055724 MCINTYRE DAVID S 602 HARMONY GROVE ROAD BALL GROUND GA 30107 $84,901.83
600055725 AMANTE MARY LOU 347 KNOTTS CIRCLE WOODSTOCK GA 30188 $49,942.23
600055729 ROMERO MARY JANE 434 HERDNER ROAD TAOS NM 87571 $80,915.68
600055731 PINGEL DORIS 15948 EAST TREVINO DRIV FOUNTAIN HILLS AZ 85268 $99,830.55
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055684 YARBROUGH SANDRA B 9.125 .250 8.875 .0500 8.825 11/01/2026
600055709 PHILLIPS JANA 8.000 .250 7.750 .0500 7.700 10/01/2026
600055711 ROBERTS CYNDI 9.250 .250 9.000 .0500 8.950 11/01/2026
600055712 GHOBRIAL NAGIB S 8.250 .250 8.000 .0500 7.950 10/01/2026
600055714 LEWIS TANA RAE 8.625 .250 8.375 .0500 8.325 10/01/2026
600055715 IVERSON CHARLENE E 8.875 .250 8.625 .0500 8.575 10/01/2026
600055717 HORN LYNN C 8.875 .250 8.625 .0500 8.575 10/01/2026
600055719 FORBIS BILL G 8.875 .250 8.625 .0500 8.575 10/01/2026
600055720 STEWART WILLIAM E 9.000 .250 8.750 .0500 8.700 10/01/2026
600055722 HERRINGTON CHARLES A 9.125 .250 8.875 .0500 8.825 11/01/2026
600055724 MCINTYRE DAVID S 8.750 .250 8.500 .0500 8.450 11/01/2026
600055725 AMANTE MARY LOU 8.750 .250 8.500 .0500 8.450 11/01/2026
600055729 ROMERO MARY JANE 9.250 .250 9.000 .0500 8.950 11/01/2026
600055731 PINGEL DORIS 8.875 .250 8.625 .0500 8.575 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055684 YARBROUGH SANDRA B 1511056993 $1,067.89 01/01/1997 360
600055709 PHILLIPS JANA 1563134229 $319.19 01/01/1997 360
600055711 ROBERTS CYNDI 1563135618 $1,275.15 01/01/1997 360
600055712 GHOBRIAL NAGIB S 1563135935 $851.94 01/01/1997 360
600055714 LEWIS TANA RAE 1565139562 $860.24 01/01/1997 360
600055715 IVERSON CHARLENE E 1565139711 $668.35 01/01/1997 360
600055717 HORN LYNN C 1565141553 $708.13 01/01/1997 360
600055719 FORBIS BILL G 1566078372 $1,044.29 01/01/1997 360
600055720 STEWART WILLIAM E 1566079150 $669.85 01/01/1997 360
600055722 HERRINGTON CHARLES A 1566079309 $520.73 01/01/1997 360
600055724 MCINTYRE DAVID S 1566079681 $668.70 01/01/1997 360
600055725 AMANTE MARY LOU 1566080512 $393.36 01/01/1997 360
600055729 ROMERO MARY JANE 1569147314 $666.37 01/01/1997 360
600055731 PINGEL DORIS 1569151901 $795.65 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055684 YARBROUGH SANDRA B .00 .00 .00 .000 .250 .300 $175,000.00 N
600055709 PHILLIPS JANA .00 .00 .00 .000 .250 .300 $70,000.00 N
600055711 ROBERTS CYNDI .00 .00 .00 .000 .250 .300 $215,000.00 N
600055712 GHOBRIAL NAGIB S .00 .00 .00 .000 .250 .300 $151,200.00 N
600055714 LEWIS TANA RAE .00 .00 .00 .000 .250 .300 $183,000.00 N
600055715 IVERSON CHARLENE E .00 .00 .00 .000 .250 .300 $141,000.00 N
600055717 HORN LYNN C .00 .00 .00 .000 .250 .300 $194,000.00 N
600055719 FORBIS BILL G .00 .00 .00 .000 .250 .300 $175,000.00 N
600055720 STEWART WILLIAM E .00 .00 .00 .000 .250 .300 $111,000.00 N
600055722 HERRINGTON CHARLES A .00 .00 .00 .000 .250 .300 $80,000.00 N
600055724 MCINTYRE DAVID S .00 .00 .00 .000 .250 .300 $220,000.00 N
600055725 AMANTE MARY LOU .00 .00 .00 .000 .250 .300 $145,000.00 N
600055729 ROMERO MARY JANE .00 .00 .00 .000 .250 .300 $113,000.00 N
600055731 PINGEL DORIS .00 .00 .00 .000 .250 .300 $152,700.00 N
</TABLE>
<PAGE>
Page 28
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055732 ROSS CHRISTIE M 125 MICHAELS RANCH DRIV SEDONA AZ 86336 $119,868.41
600055735 KELLY JR ROBERT 2467 WINE COUNTRY AVENU NAPA CA 94558 $181,349.22
600055740 PEARSON MYRA C 3115 COPELAND ROAD INDEPENDENCE MN 55359 $69,923.23
600055741 MINTZ SR STEPHEN 205 GEORGIA AVENUE CAROLINA BEACH NC 28428 $161,895.87
600055745 FERGUSON JON 11000 APPOMATTOX COURT RANCHO CUCAMONG CA 91737 $213,476.44
600055748 CALLAHAN JEAN M 8 MILK STREET SALEM MA 01970 $94,830.49
600055751 PINHEIRO EDUARDO R 940 SANFORD ROAD WESTPORT MA 02790 $138,620.00
600055752 VIERA VINCENT F 62 ROLLER TERRACE MILFORD CT 06460 $116,104.97
600055753 ADAMOW CHRISTINE L 18 HANCOCK STREET BOSTON MA 02114 $206,860.82
600055755 SPENCE ROGER K 3728 OHIO STREET PERRY OH 44081 $123,676.11
600055759 JORDAN ANDREA D 8601 OAK PARK BLVD OAK PARK MI 48237 $55,916.71
600055760 WAS MICHAEL C 49 EAST SUMMIT CHAGRIN FALLS OH 44022 $139,768.84
600055762 KELLY STEPHANIE J 449 LEONA GARDEN CITY MI 48135 $57,654.66
600055764 KINAYA NAZAR 5542 GREENBRIAR WEST BLOOMFIELD MI 48334 $174,718.48
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055732 ROSS CHRISTIE M 9.000 .250 8.750 .0500 8.700 11/01/2026
600055735 KELLY JR ROBERT 7.875 .250 7.625 .0500 7.575 11/01/2026
600055740 PEARSON MYRA C 9.000 .250 8.750 .0500 8.700 11/01/2026
600055741 MINTZ SR STEPHEN 9.250 .250 9.000 .0500 8.950 10/01/2026
600055745 FERGUSON JON 8.250 .250 8.000 .0500 7.950 11/01/2026
600055748 CALLAHAN JEAN M 8.625 .250 8.375 .0500 8.325 10/01/2026
600055751 PINHEIRO EDUARDO R 9.750 .250 9.500 .0500 9.450 11/01/2026
600055752 VIERA VINCENT F 8.375 .250 8.125 .0500 8.075 11/01/2026
600055753 ADAMOW CHRISTINE L 8.750 .250 8.500 .0500 8.450 11/01/2026
600055755 SPENCE ROGER K 8.750 .250 8.500 .0500 8.450 10/01/2026
600055759 JORDAN ANDREA D 9.500 .250 9.250 .0500 9.200 10/01/2026
600055760 WAS MICHAEL C 9.000 .250 8.750 .0500 8.700 10/01/2026
600055762 KELLY STEPHANIE J 9.000 .250 8.750 .0500 8.700 10/01/2026
600055764 KINAYA NAZAR 9.125 .250 8.875 .0500 8.825 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055732 ROSS CHRISTIE M 1569152380 $965.55 01/01/1997 360
600055735 KELLY JR ROBERT 1573158234 $1,316.73 01/01/1997 360
600055740 PEARSON MYRA C 1576030317 $563.24 01/01/1997 360
600055741 MINTZ SR STEPHEN 1577047133 $1,333.97 01/01/1997 360
600055745 FERGUSON JON 1579034460 $1,605.84 2 01/01/1997 360
600055748 CALLAHAN JEAN M 1580036543 $738.91 01/01/1997 360
600055751 PINHEIRO EDUARDO R 1580037681 $1,192.08 01/01/1997 360
600055752 VIERA VINCENT F 1580039064 $883.59 01/01/1997 360
600055753 ADAMOW CHRISTINE L 1580039166 $1,629.26 01/01/1997 360
600055755 SPENCE ROGER K 1581063916 $974.73 01/01/1997 360
600055759 JORDAN ANDREA D 1581065809 $470.88 01/01/1997 360
600055760 WAS MICHAEL C 1581066062 $1,126.48 01/01/1997 360
600055762 KELLY STEPHANIE J 1581067779 $464.67 01/01/1997 360
600055764 KINAYA NAZAR 1581070059 $1,423.86 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055732 ROSS CHRISTIE M .00 .00 .00 .000 .250 .300 $160,000.00 N
600055735 KELLY JR ROBERT .00 .00 .00 .000 .250 .300 $229,000.00 N
600055740 PEARSON MYRA C .00 .00 .00 .000 .250 .300 $105,000.00 N
600055741 MINTZ SR STEPHEN .00 .00 .00 .000 .250 .300 $249,500.00 N
600055745 FERGUSON JON .00 .00 .00 .000 .250 .300 $225,000.00 N
600055748 CALLAHAN JEAN M .00 .00 .00 .000 .250 .300 $140,000.00 N
600055751 PINHEIRO EDUARDO R .00 .00 .00 .000 .250 .300 $185,000.00 N
600055752 VIERA VINCENT F .00 .00 .00 .000 .250 .300 $155,000.00 N
600055753 ADAMOW CHRISTINE L .00 .00 .00 .000 .250 .300 $278,000.00 N
600055755 SPENCE ROGER K .00 .00 .00 .000 .250 .300 $156,000.00 N
600055759 JORDAN ANDREA D .00 .00 .00 .000 .250 .300 $70,000.00 N
600055760 WAS MICHAEL C .00 .00 .00 .000 .250 .300 $254,000.00 N
600055762 KELLY STEPHANIE J .00 .00 .00 .000 .250 .300 $77,000.00 N
600055764 KINAYA NAZAR .00 .00 .00 .000 .250 .300 $235,000.00 N
</TABLE>
<PAGE>
Page 29
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055765 JONES BRUCE R 7845 HANNAN DRIVE ROMULUS MI 48174 $120,674.25
600055768 DRAKE PAUL NEIL 1813 MANCHESTER AVENUE NASHVILLE TN 37218 $53,937.63
600055769 QUILLEN WAYNE JAMES ROAD 1 BOX 144 FRANKFORD DE 19945 $81,910.06
600055774 SHIPP JR DONALD RT 2 BOX M20 FRANKFORD DE 19945 $116,887.45
600055775 PECLET H SUNNY 132 BARBUDA STREET TOMS RIVER BER NJ 08757 $37,455.54
600055779 BARNES III ALFRED 6 WINDSOR ROAD JUPITER FL 33469 $59,908.38
600055782 STEP RICHARD M 104 RUBY CIRCLE BRANDON FL 33511 $57,533.48
600055784 MARANGOS GEORGE 4208C TOUCHTON PLACE NEW PORT RICHEY FL 34652 $20,428.15
600055785 TURNER LISA G 9445 COUNTY ROAD 97 ELBERTA AL 36530 $84,913.81
600055791 C WOGAN EILLEEN 5940 VILLAGE TERRACE GOLETA CA 93117 $206,735.09
600055801 MALZONE ANTHONY 183 SARASOTA CT HOLMDEL NJ 07733 $129,467.87
600055804 KIKKENBORG SUZANNE B 202 ST MARKS AVENUE BROOKLYN NY 11238 $79,766.44
600055805 BERMAN ALAN S 240 EAST 76TH STREET NEW YORK NY 10021 $87,817.09
600055806 SILVERS GREGG 23711 W FALCON CREST P VALENCIA CA 91354 $195,183.31
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055765 JONES BRUCE R 9.250 .250 9.000 .0500 8.950 11/01/2026
600055768 DRAKE PAUL NEIL 8.750 .250 8.500 .0500 8.450 11/01/2026
600055769 QUILLEN WAYNE JAMES 9.000 .250 8.750 .0500 8.700 11/01/2026
600055774 SHIPP JR DONALD 9.625 .250 9.375 .0500 9.325 11/01/2026
600055775 PECLET H SUNNY 8.625 .250 8.375 .0500 8.325 11/01/2026
600055779 BARNES III ALFRED 9.375 .250 9.125 .0500 9.075 10/01/2026
600055782 STEP RICHARD M 8.750 .250 8.500 .0500 8.450 11/01/2026
600055784 MARANGOS GEORGE 9.125 .250 8.875 .0500 8.825 11/01/2026
600055785 TURNER LISA G 9.375 .250 9.125 .0500 9.075 11/01/2026
600055791 C WOGAN EILLEEN 8.250 .250 8.000 .0500 7.950 11/01/2026
600055801 MALZONE ANTHONY 8.000 .250 7.750 .0500 7.700 07/01/2026
600055804 KIKKENBORG SUZANNE B 8.750 .250 8.500 .0500 8.450 08/01/2026
600055805 BERMAN ALAN S 7.875 .250 7.625 .0500 7.575 10/01/2026
600055806 SILVERS GREGG 8.500 .250 8.250 .0500 8.200 07/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055765 JONES BRUCE R 1581071040 $993.80 01/01/1997 360
600055768 DRAKE PAUL NEIL 1585035220 $424.82 01/01/1997 360
600055769 QUILLEN WAYNE JAMES 1587030181 $659.80 01/01/1997 360
600055774 SHIPP JR DONALD 1587044018 $994.49 01/01/1997 360
600055775 PECLET H SUNNY 1587044765 $291.68 01/01/1997 360
600055779 BARNES III ALFRED 1589074155 $499.05 01/01/1997 360
600055782 STEP RICHARD M 1589077335 $453.14 01/01/1997 360
600055784 MARANGOS GEORGE 1590022589 $166.39 01/01/1997 360
600055785 TURNER LISA G 1590023639 $706.99 01/01/1997 360
600055791 C WOGAN EILLEEN 1596011949 $1,555.13 01/01/1997 360
600055801 MALZONE ANTHONY 1101188447 $953.89 01/01/1997 360
600055804 KIKKENBORG SUZANNE B 1111052827 $629.37 01/01/1997 360
600055805 BERMAN ALAN S 1111058969 $638.07 01/01/1997 360
600055806 SILVERS GREGG 1506156682 $1,507.07 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055765 JONES BRUCE R .00 .00 .00 .000 .250 .300 $151,000.00 N
600055768 DRAKE PAUL NEIL .00 .00 .00 .000 .250 .300 $72,000.00 N
600055769 QUILLEN WAYNE JAMES .00 .00 .00 .000 .250 .300 $138,000.00 N
600055774 SHIPP JR DONALD .00 .00 .00 .000 .250 .300 $280,000.00 N
600055775 PECLET H SUNNY .00 .00 .00 .000 .250 .300 $50,000.00 N
600055779 BARNES III ALFRED .00 .00 .00 .000 .250 .300 $80,000.00 N
600055782 STEP RICHARD M .00 .00 .00 .000 .250 .300 $72,000.00 N
600055784 MARANGOS GEORGE .00 .00 .00 .000 .250 .300 $31,500.00 N
600055785 TURNER LISA G .00 .00 .00 .000 .250 .300 $275,000.00 N
600055791 C WOGAN EILLEEN .00 .00 .00 .000 .250 .300 $313,000.00 N
600055801 MALZONE ANTHONY .00 .00 .00 .000 .250 .300 $329,000.00 N
600055804 KIKKENBORG SUZANNE B .00 .00 .00 .000 .250 .300 $112,000.00 N
600055805 BERMAN ALAN S .00 .00 .00 .000 .250 .300 $110,000.00 N
600055806 SILVERS GREGG .00 .00 .00 .000 .250 .300 $245,000.00 N
</TABLE>
<PAGE>
Page 30
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055807 BROWN GERALD F 1758 FLAT ROCK ROAD REIDSVILLE NC 27320 $59,860.36
600055827 HIGAONNA ALANNA S 6706 WHITESAIL STREET CARLSBAD CA 92009 $169,711.96
600055830 YOUNGBLOOD ALAN D 3446 SPRINDELTREE DRIVE GRAPEVINE TX 76051 $113,796.63
600055832 SLATER THOMAS F 9905 VIA NINA SANTEE CA 92071 $153,394.15
600055835 JOHANNS JR ROBERT 1791 SPINNAKER DRIVE NORTH MYRTLE BE SC 29582 $109,632.32
600055842 MARTIN D GREGORY 1304 MARILYN AVENUE EPHRATA PA 15221 $96,803.42
600056054 NABERS 216 MECCA DRIVE HOLLYWOOD PARK TX 78232 $167,598.95
600056056 GOMEZ 5337 NW 118TH AVENUE CORAL SPRINGS FL 33076 $159,113.04
600056058 TAYLOR 11011 COUNTRY CLUB DR ANDERSON WA 98303 $124,419.48
600056059 BOUDAGH 41405 SPICEMILL STERLING HTS MI 48314 $119,629.49
600056061 CAIN 1301 N DOWNEY INDIANAPOLIS IN 46219 $64,660.96
600056063 NELSON 1620 FOREST DRIVE GLENVIEW IL 60025 $99,794.26
600056064 EGGELTON 22104 MAXINE ROAD SAINT CLAIR SHO MI 48080 $61,067.48
600056065 SCHROEDE 705 WILDERNESS RIDGE DR DOUGLAS MI 49406 $174,448.31
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055807 BROWN GERALD F 8.750 .250 8.500 .0500 8.450 09/01/2026
600055827 HIGAONNA ALANNA S 8.875 .250 8.625 .0500 8.575 10/01/2026
600055830 YOUNGBLOOD ALAN D 8.625 .250 8.375 .0500 8.325 10/01/2026
600055832 SLATER THOMAS F 8.500 .250 8.250 .0500 8.200 11/01/2026
600055835 JOHANNS JR ROBERT 9.375 .250 9.125 .0500 9.075 10/01/2026
600055842 MARTIN D GREGORY 8.000 .250 7.750 .0500 7.700 10/01/2026
600056054 NABERS 8.625 .250 8.375 .0500 8.325 09/01/2026
600056056 GOMEZ 9.000 .250 8.750 .0500 8.700 12/01/2026
600056058 TAYLOR 9.625 .250 9.375 .0500 9.325 10/01/2026
600056059 BOUDAGH 9.500 .250 9.250 .0500 9.200 11/01/2026
600056061 CAIN 8.750 .250 8.500 .0500 8.450 10/01/2026
600056063 NELSON 9.000 .250 8.750 .0500 8.700 11/01/2026
600056064 EGGELTON 9.125 .250 8.875 .0500 8.825 12/01/2026
600056065 SCHROEDE 8.750 .250 8.500 .0500 8.450 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055807 BROWN GERALD F 1577046764 $472.03 01/01/1997 360
600055827 HIGAONNA ALANNA S 1562166649 $1,352.60 01/01/1997 360
600055830 YOUNGBLOOD ALAN D 1563134794 $886.68 01/01/1997 360
600055832 SLATER THOMAS F 1567170326 $1,181.06 01/01/1997 360
600055835 JOHANNS JR ROBERT 1577039521 $913.27 01/01/1997 360
600055842 MARTIN D GREGORY 1581063360 $711.76 01/01/1997 360
600056054 NABERS 0895113 $1,306.69 01/01/1997 360
600056056 GOMEZ 0896649 $1,280.96 01/01/1997 360
600056058 TAYLOR 0897693 $1,059.09 01/01/1997 360
600056059 BOUDAGH 0897724 $1,009.03 01/01/1997 360
600056061 CAIN 0899420 $510.18 01/01/1997 360
600056063 NELSON 0899452 $804.62 01/01/1997 360
600056064 EGGELTON 0899511 $497.13 01/01/1997 360
600056065 SCHROEDE 0899931 $1,373.97 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055807 BROWN GERALD F .00 .00 .00 .000 .250 .300 $75,000.00 N
600055827 HIGAONNA ALANNA S .00 .00 .00 .000 .250 .300 $260,000.00 N
600055830 YOUNGBLOOD ALAN D .00 .00 .00 .000 .250 .300 $152,000.00 N
600055832 SLATER THOMAS F .00 .00 .00 .000 .250 .300 $192,000.00 N
600055835 JOHANNS JR ROBERT .00 .00 .00 .000 .250 .300 $156,900.00 N
600055842 MARTIN D GREGORY .00 .00 .00 .000 .250 .300 $134,750.00 N
600056054 NABERS $210,000.00 N
600056056 GOMEZ $199,043.00 N
600056058 TAYLOR $178,800.00 N
600056059 BOUDAGH $160,000.00 N
600056061 CAIN $86,500.00 N
600056063 NELSON $222,000.00 N
600056064 EGGELTON $97,000.00 N
600056065 SCHROEDE $249,500.00 N
</TABLE>
<PAGE>
Page 31
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056066 MORALES 115 ALDERWOOD DRIVE KISSIMMEE FL 34743 $35,979.20
600056069 ROTONDI 661 BISHOPS GATE NEW LENOX IL 60451 $102,825.49
600056070 PENA 14330 SOUTHWEST 23RD STRE MIAMI FL 33175 $99,335.72
600056074 MARCHESI 56316 SAGE ROAD NEW CARLISLE IN 46552 $70,128.82
600056075 WILLIAMS 11 ROCKGATE LANE GLENCOE IL 60022 $599,128.72
600056076 MAZZULLA 123 IRIS ROAD DARIEN MI 60561 $78,839.36
600056078 COLEMAN 14691 24 MILE ROAD UTICA MI 48315 $207,794.57
600056079 NWAZOTA 1751 CAMBRIDGE AVENUE FLOSSMOOR IL 60422 $199,780.68
600056080 ALLEN 27635 ROMINE HURON TOWNSHIP MI 48164 $116,040.32
600056081 JACOB 6842 CONCORD ROAD ALEXANDRIA OH 43001 $102,884.09
600056082 ORAKCI 822 GARFIELD AVENUE AURORA IL 60505 $179,812.64
600056086 JENTGEN 2770 BRISTOL ROAD UPPER ARLINGTON OH 43221 $91,404.76
600056087 FRANK 3 S313 CURTIS AVENUE WARRENVILLE IL 60555 $132,854.16
600056088 GREEN 747 HARVARD STREET ENGLEWOOD FL 34223 $41,356.69
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056066 MORALES 8.750 .250 8.500 .0500 8.450 12/01/2026
600056069 ROTONDI 8.875 .250 8.625 .0500 8.575 10/01/2026
600056070 PENA 9.000 .250 8.750 .0500 8.700 10/01/2026
600056074 MARCHESI 9.375 .250 9.125 .0500 9.075 11/01/2026
600056075 WILLIAMS 7.625 .250 7.375 .0500 7.325 11/01/2026
600056076 MAZZULLA 8.875 .250 8.625 .0500 8.575 11/01/2026
600056078 COLEMAN 9.500 .250 9.250 .0500 9.200 11/01/2026
600056079 NWAZOTA 9.000 .250 8.750 .0500 8.700 11/01/2026
600056080 ALLEN 9.875 .250 9.625 .0500 9.575 10/01/2026
600056081 JACOB 8.875 .250 8.625 .0500 8.575 11/01/2026
600056082 ORAKCI 9.250 .250 9.000 .0500 8.950 11/01/2026
600056086 JENTGEN 9.250 .250 9.000 .0500 8.950 11/01/2026
600056087 FRANK 9.000 .250 8.750 .0500 8.700 11/01/2026
600056088 GREEN 9.250 .250 9.000 .0500 8.950 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056066 MORALES 0900059 $283.22 01/01/1997 360
600056069 ROTONDI 0900292 $819.51 01/01/1997 360
600056070 PENA 0900451 $800.60 01/01/1997 360
600056074 MARCHESI 0900679 $583.89 01/01/1997 360
600056075 WILLIAMS 0900733 $4,246.76 01/01/1997 360
600056076 MAZZULLA 0900972 $630.95 01/01/1997 360
600056078 COLEMAN 0901115 $1,748.98 01/01/1997 360
600056079 NWAZOTA 0901147 $1,609.25 01/01/1997 360
600056080 ALLEN 0901197 $1,009.02 01/01/1997 360
600056081 JACOB 0901207 $819.51 01/01/1997 360
600056082 ORAKCI 0901288 $1,480.82 01/01/1997 360
600056086 JENTGEN 0901347 $752.75 01/01/1997 360
600056087 FRANK 0901376 $1,070.15 01/01/1997 360
600056088 GREEN 0901401 $342.24 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056066 MORALES $56,000.00 N
600056069 ROTONDI $200,000.00 N
600056070 PENA $132,687.00 N
600056074 MARCHESI $110,000.00 N
600056075 WILLIAMS $1,300,000.00 N
600056076 MAZZULLA $122,000.00 N
600056078 COLEMAN $260,000.00 N
600056079 NWAZOTA $270,000.00 N
600056080 ALLEN $166,000.00 N
600056081 JACOB $178,000.00 N
600056082 ORAKCI $245,000.00 N
600056086 JENTGEN $122,000.00 N
600056087 FRANK $167,000.00 N
600056088 GREEN $52,000.00 N
</TABLE>
<PAGE>
Page 32
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056089 CHAPMAN 9125 EAST BELLA VISTA COU FLORAL CITY FL 34436 $144,845.08
600056093 OLSON 3816 SUNNYDALE LANE SE ROCHESTER MN 55904 $59,086.82
600056095 GAUER 419 JOHNSON AVE CUYAHOGA FALLS OH 44221 $62,929.10
600056096 FISHER 987 HAMPTON RIDGE AKRON OH 44313 $92,508.54
600056097 HUNTER 75 OAK STREET DELAWARE OH 43015 $44,954.36
600056098 ERICKSON 749 NORTH VAN BUREN STRE BATAVIA IL 60510 $104,135.69
600056099 MEDINA 118 S STEWART ST LOMBART IL 60148 $88,451.66
600056100 CRABTREE 4267 WINDERGATE DRIVE JACKSONVILLE FL 32257 $38,855.43
600056101 ROSEN 14881 SW 70TH PLACE DAVIE FL 33331 $113,678.42
600056103 JOSEPH 825 CRESTVIEW CIRCLE FORT LAUDERDALE FL 33327 $173,959.04
600056104 DIMAIO 9351 NORTHWEST 26TH STREE SUNRISE FL 33322 $55,747.72
600056105 MEDINA 422 424 ROSLAND DRIVE KISSIMMEE FL 34741 $48,690.04
600056106 HERRERA 6036 FILLMORE STREET HOLLYWOOD FL 33023 $50,948.88
600056107 ALLWEISS 6952 SW 148 LANE DAVIE FL 33324 $90,292.86
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056089 CHAPMAN 9.125 .250 8.875 .0500 8.825 11/01/2026
600056093 OLSON 9.125 .250 8.875 .0500 8.825 11/01/2026
600056095 GAUER 8.875 .250 8.625 .0500 8.575 11/01/2026
600056096 FISHER 9.500 .250 9.250 .0500 9.200 11/01/2026
600056097 HUNTER 9.375 .250 9.125 .0500 9.075 11/01/2026
600056098 ERICKSON 9.000 .250 8.750 .0500 8.700 11/01/2026
600056099 MEDINA 9.000 .250 8.750 .0500 8.700 12/01/2026
600056100 CRABTREE 9.000 .250 8.750 .0500 8.700 11/01/2026
600056101 ROSEN 9.125 .250 8.875 .0500 8.825 11/01/2026
600056103 JOSEPH 9.000 .250 8.750 .0500 8.700 11/01/2026
600056104 DIMAIO 9.750 .250 9.500 .0500 9.450 11/01/2026
600056105 MEDINA 8.500 .250 8.250 .0500 8.200 11/01/2026
600056106 HERRERA 9.500 .250 9.250 .0500 9.200 11/01/2026
600056107 ALLWEISS 8.625 .250 8.375 .0500 8.325 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056089 CHAPMAN 0901439 $1,179.77 01/01/1997 360
600056093 OLSON 0902125 $481.26 01/01/1997 360
600056095 GAUER 0902152 $501.26 01/01/1997 360
600056096 FISHER 0902162 $778.63 01/01/1997 360
600056097 HUNTER 0902248 $374.29 01/01/1997 360
600056098 ERICKSON 0902285 $838.82 01/01/1997 360
600056099 MEDINA 0902288 $712.09 01/01/1997 360
600056100 CRABTREE 0902306 $313.00 01/01/1997 360
600056101 ROSEN 0902309 $925.91 01/01/1997 360
600056103 JOSEPH 0902368 $1,401.25 01/01/1997 360
600056104 DIMAIO 0902380 $479.41 01/01/1997 360
600056105 MEDINA 0902409 $374.85 01/01/1997 360
600056106 HERRERA 0902442 $428.84 01/01/1997 360
600056107 ALLWEISS 0902458 $703.13 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056089 CHAPMAN $236,000.00 N
600056093 OLSON $78,900.00 N
600056095 GAUER $92,000.00 N
600056096 FISHER $123,500.00 N
600056097 HUNTER $63,000.00 N
600056098 ERICKSON $139,000.00 N
600056099 MEDINA $150,000.00 N
600056100 CRABTREE $51,900.00 N
600056101 ROSEN $142,255.00 N
600056103 JOSEPH $233,972.00 N
600056104 DIMAIO $93,000.00 N
600056105 MEDINA $75,000.00 N
600056106 HERRERA $68,000.00 N
600056107 ALLWEISS $113,000.00 N
</TABLE>
<PAGE>
Page 33
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056108 WILSON 340 GULF OF MEXICO DRIVE LONGBOAT KEY FL 34228 $324,594.57
600056109 VOGELSAN 554 ROUNDTREE NE ADA MI 49301 $245,843.13
600056111 MC KEE 506 WHEATON KALAMAZOO MI 49008 $74,896.44
600056113 GEORGE 28024 GREENING FARMINGTON MI 48334 $107,433.43
600056114 FISHER 2660 NOTTINGHAM ROAD COLUMBUS OH 43221 $96,899.03
600056115 CRISSIP 2110 BEACH DRIVE FOX RIVER GROVE IL 60021 $70,426.62
600056116 DHURIA 14276 QUINCE ST NW ANDOVER MN 55304 $148,009.77
600056117 ALBURY 1031 PLACETAS AVENUE PORT ST LUCIE FL 34953 $65,529.90
600056120 GARCIA 1101 WOODBURY LANE WHEELING IL 60090 $74,826.03
600056121 REYES 4757 NW 114TH DRIVE CORAL SPRINGS FL 33076 $75,892.11
600056122 CHORLEY 604 FRANCES STREET KEY WEST FL 33040 $199,884.93
600056123 CODERRE 8422 INDIAN WELLS COURT ORLANDO FL 32819 $84,664.30
600056124 SOUSA 5151 HARKLEY RUNYAN ROAD ST CLOUD FL 34770 $206,734.38
600056125 SKVERSKY 1511 GULF OF MEXICO DRIVE LONGBOAT KEY FL 34228 $299,625.76
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056108 WILSON 8.375 .250 8.125 .0500 8.075 11/01/2026
600056109 VOGELSAN 8.250 .250 8.000 .0500 7.950 12/01/2026
600056111 MC KEE 7.875 .250 7.625 .0500 7.575 11/01/2026
600056113 GEORGE 9.125 .250 8.875 .0500 8.825 11/01/2026
600056114 FISHER 9.250 .250 9.000 .0500 8.950 11/01/2026
600056115 CRISSIP 9.250 .250 9.000 .0500 8.950 11/01/2026
600056116 DHURIA 9.500 .250 9.250 .0500 9.200 10/01/2026
600056117 ALBURY 9.125 .250 8.875 .0500 8.825 11/01/2026
600056120 GARCIA 9.500 .250 9.250 .0500 9.200 11/01/2026
600056121 REYES 8.625 .250 8.375 .0500 8.325 11/01/2026
600056122 CHORLEY 8.750 .250 8.500 .0500 8.450 12/01/2026
600056123 CODERRE 9.500 .250 9.250 .0500 9.200 11/01/2026
600056124 SOUSA 8.250 .250 8.000 .0500 7.950 11/01/2026
600056125 SKVERSKY 8.375 .250 8.125 .0500 8.075 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056108 WILSON 0902473 $2,470.24 01/01/1997 360
600056109 VOGELSAN 0902582 $1,848.12 01/01/1997 360
600056111 MC KEE 0902811 $543.80 01/01/1997 360
600056113 GEORGE 0902971 $878.73 01/01/1997 360
600056114 FISHER 0902972 $798.00 01/01/1997 360
600056115 CRISSIP 0903010 $579.99 01/01/1997 360
600056116 DHURIA 0903041 $1,269.69 01/01/1997 360
600056117 ALBURY 0903075 $533.75 01/01/1997 360
600056120 GARCIA 0903183 $629.80 01/01/1997 360
600056121 REYES 0903207 $591.12 01/01/1997 360
600056122 CHORLEY 0903221 $1,573.40 01/01/1997 360
600056123 CODERRE 0903239 $712.63 01/01/1997 360
600056124 SOUSA 0903244 $1,555.13 2 01/01/1997 360
600056125 SKVERSKY 0903249 $2,280.22 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056108 WILSON $625,000.00 N
600056109 VOGELSAN $310,000.00 N
600056111 MC KEE $100,000.00 N
600056113 GEORGE $135,000.00 N
600056114 FISHER $125,000.00 N
600056115 CRISSIP $175,000.00 N
600056116 DHURIA $218,750.00 N
600056117 ALBURY $82,000.00 N
600056120 GARCIA $107,000.00 N
600056121 REYES $146,000.00 N
600056122 CHORLEY $290,000.00 N
600056123 CODERRE $113,000.00 N
600056124 SOUSA $230,000.00 N
600056125 SKVERSKY $507,500.00 N
</TABLE>
<PAGE>
Page 34
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056126 PICCIURR 5106 NORTH BRANCH AVENUE TAMPA FL 33603 $127,146.48
600056127 MC DONNE 2216 BAHIA VISTA STREET, SARASOTA FL 34239 $46,473.24
600056128 ALLEN 2224 WILLOW TREE DRIVE SARASOTA FL 34231 $68,724.56
600056129 KIDDER 6890 CHEROKEE AVENUE FORT MYERS FL 33905 $93,887.73
600056130 MOHAMMED 213 WEST WELLINGTON DRIV PALATINE IL 60067 $253,846.13
600056131 SENES 193 WILCOX BARLETT IL 60103 $221,262.39
600056133 NUCKOLS 2129 PARK AVENUE RICHMOND VA 23220 $114,987.16
600056134 DIEP 856 QUEENSWAY CANTON MI 48188 $117,467.65
600056136 GAULT 3475 LINDSTROM DR COLUMBUS OH 43228 $104,787.91
600056138 GRAY 28491 N IVY LANE LIBERTYVILLE IL 60048 $241,449.84
600056139 SHAFFER 1891 FISHINGER ROAD UPPER ARLINGTON OH 43221 $65,565.99
600056140 ANDERS 6439 FLINT ROCK DRIVE SAN ANTONIO TX 78238 $43,974.68
600056142 SHONEBAR 368 LYTTON WAY GAHANNA OH 43230 $81,306.00
600056144 MORSE 4250 N MARINE CHICAGO IL 60613 $33,731.08
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056126 PICCIURR 8.625 .250 8.375 .0500 8.325 11/01/2026
600056127 MC DONNE 8.750 .250 8.500 .0500 8.450 12/01/2026
600056128 ALLEN 9.000 .250 8.750 .0500 8.700 11/01/2026
600056129 KIDDER 8.625 .250 8.375 .0500 8.325 11/01/2026
600056130 MOHAMMED 8.500 .250 8.250 .0500 8.200 12/01/2026
600056131 SENES 8.375 .250 8.125 .0500 8.075 12/01/2026
600056133 NUCKOLS 9.000 .250 8.750 .0500 8.700 12/01/2026
600056134 DIEP 8.875 .250 8.625 .0500 8.575 11/01/2026
600056136 GAULT 9.125 .250 8.875 .0500 8.825 11/01/2026
600056138 GRAY 8.375 .250 8.125 .0500 8.075 12/01/2026
600056139 SHAFFER 9.250 .250 9.000 .0500 8.950 12/01/2026
600056140 ANDERS 8.750 .250 8.500 .0500 8.450 12/01/2026
600056142 SHONEBAR 8.750 .250 8.500 .0500 8.450 11/01/2026
600056144 MORSE 8.875 .250 8.625 .0500 8.575 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056126 PICCIURR 0903262 $991.69 01/01/1997 360
600056127 MC DONNE 0903312 $365.82 01/01/1997 360
600056128 ALLEN 0903343 $553.58 01/01/1997 360
600056129 KIDDER 0903370 $731.12 01/01/1997 360
600056130 MOHAMMED 0903428 $1,953.04 01/01/1997 360
600056131 SENES 0903439 $1,682.80 2 01/01/1997 360
600056133 NUCKOLS 0903544 $925.72 01/01/1997 360
600056134 DIEP 0903547 $935.68 01/01/1997 360
600056136 GAULT 0903565 $853.51 01/01/1997 360
600056138 GRAY 0903616 $1,836.33 01/01/1997 360
600056139 SHAFFER 0903649 $539.68 01/01/1997 360
600056140 ANDERS 0903717 $346.15 01/01/1997 360
600056142 SHONEBAR 0904544 $640.37 01/01/1997 360
600056144 MORSE 0904666 $268.53 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056126 PICCIURR $170,000.00 N
600056127 MC DONNE $62,000.00 N
600056128 ALLEN $86,000.00 N
600056129 KIDDER $117,500.00 N
600056130 MOHAMMED $318,000.00 N
600056131 SENES $246,000.00 N
600056133 NUCKOLS $177,000.00 N
600056134 DIEP $147,000.00 N
600056136 GAULT $139,900.00 N
600056138 GRAY $302,000.00 N
600056139 SHAFFER $82,100.00 N
600056140 ANDERS $68,000.00 N
600056142 SHONEBAR $121,000.00 N
600056144 MORSE $45,000.00 N
</TABLE>
<PAGE>
Page 35
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056145 GOLUB 2106 SHERIDAN RD BUFFALO IL 60089 $305,799.84
600056146 HARMS 20625 DEVONSHIRE AVE FARMINGTON MN 55024 $254,713.04
600056148 STEWART 54596 BURLINGTON SHELBY MI 48315 $183,302.40
600056150 WREN 129 LEHANE TERRACE NORTH PALM BEAC FL 33408 $59,464.87
600056152 HAWES SR 1558 SALEM AVENUE AKRON OH 44306 $55,186.19
600056154 CLARK 14290 W BURTON COURT GREEN OAKS IL 60048 $314,799.14
600056155 SCHULTZ 3454 149TH AVENUE NE HAM LAKE MN 55304 $140,920.95
600056156 NUCKOLS 106 N ROWLAND STREET RICHMOND VA 23220 $71,355.62
600056158 FUNK 6115 SE RIVERSIDE DRIVE VANCOUVER WA 98661 $239,700.62
600056159 ABING 1509 ALLYSON COURT BREA CA 92621 $260,598.65
600056160 MC DERMO 220 THE TOLEDO LONG BEACH CA 90803 $331,575.12
600056163 HIDALGO 20110 ENTRADERO AVENUE TORRANCE CA 90503 $220,238.69
600056164 MCCORMAC 10 HUMBOLT STREET SIMI VALLEY CA 93065 $294,572.55
600056165 FULLMER 21 WEST 600 SOUTH JEROME ID 83338 $119,461.88
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056145 GOLUB 8.125 .250 7.875 .0500 7.825 12/01/2026
600056146 HARMS 8.875 .250 8.625 .0500 8.575 11/01/2026
600056148 STEWART 9.125 .250 8.875 .0500 8.825 12/01/2026
600056150 WREN 8.625 .250 8.375 .0500 8.325 12/01/2026
600056152 HAWES SR 8.750 .250 8.500 .0500 8.450 11/01/2026
600056154 CLARK 8.250 .250 8.000 .0500 7.950 12/01/2026
600056155 SCHULTZ 8.875 .250 8.625 .0500 8.575 12/01/2026
600056156 NUCKOLS 8.375 .250 8.125 .0500 8.075 12/01/2026
600056158 FUNK 8.375 .250 8.125 .0500 8.075 11/01/2026
600056159 ABING 8.000 .250 7.750 .0500 7.700 11/01/2026
600056160 MC DERMO 8.250 .250 8.000 .0500 7.950 11/01/2026
600056163 HIDALGO 8.625 .250 8.375 .0500 8.325 11/01/2026
600056164 MCCORMAC 8.250 .250 8.000 .0500 7.950 11/01/2026
600056165 FULLMER 8.750 .250 8.500 .0500 8.450 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056145 GOLUB 0904722 $2,272.04 01/01/1997 360
600056146 HARMS 0904727 $2,028.89 01/01/1997 360
600056148 STEWART 0904789 $1,492.20 01/01/1997 360
600056150 WREN 0905174 $462.79 01/01/1997 360
600056152 HAWES SR 0905466 $434.65 01/01/1997 360
600056154 CLARK 0905600 $2,366.49 01/01/1997 360
600056155 SCHULTZ 0905697 $1,121.86 01/01/1997 360
600056156 NUCKOLS 0906149 $542.69 01/01/1997 360
600056158 FUNK 6273710 $1,824.17 01/01/1997 360
600056159 ABING 6277334 $1,914.76 7 01/01/1997 360
600056160 MC DERMO 6294103 $2,494.21 01/01/1997 360
600056163 HIDALGO 6296305 $1,715.03 7 01/01/1997 360
600056164 MCCORMAC 6296361 $2,215.86 12 01/01/1997 360
600056165 FULLMER 7000135 $940.89 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056145 GOLUB $408,800.00 N
600056146 HARMS $355,000.00 N
600056148 STEWART $270,000.00 N
600056150 WREN $85,000.00 N
600056152 HAWES SR $85,000.00 N
600056154 CLARK $430,000.00 N
600056155 SCHULTZ $188,000.00 N
600056156 NUCKOLS $119,000.00 N
600056158 FUNK $412,000.00 N
600056159 ABING $289,990.00 N
600056160 MC DERMO $415,000.00 N
600056163 HIDALGO $245,000.00 N
600056164 MCCORMAC $347,000.00 N
600056165 FULLMER $149,500.00 N
</TABLE>
<PAGE>
Page 36
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056166 TREJO 413 C. KINGS RD NAMPA ID 83687 $104,881.83
600056167 ANTOS 8521 COPPER MINE AVENUE LAS VEGAS NV 89129 $217,767.10
600056168 KUNZ 290 PIONEER ROAD SODA SPRINGS ID 83276 $59,932.47
600056169 VERZANI 6655 WEST PEBBLE ROAD LAS VEGAS NV 89139 $90,897.58
600056170 BIRD 8721 PRAIRIE HILL DRIVE LAS VEGAS NV 89134 $59,903.48
600056172 BENNETT 2035 E WARM SPRINGS ROAD LAS VEGAS NV 89119 $65,125.77
600056173 LYNCH 2364 MOORPARK WAY LAS VEGAS NV 89014 $93,500.00
600056174 STRINGHA 462 NORTH CARRIAGE LANE KAYSVILLE UT 84037 $132,850.32
600056175 GARRITY 1562 HARWOOD AVENUE HENDERSON NV 89012 $116,684.54
600056177 SONDRUP 2702 WEST 4200 SOUTH ROY UT 84067 $76,841.16
600056179 WINK 97 EAGLE BEND DRIVE BIGFORK MT 59911 $299,653.54
600056181 CROSHAW 6325 NORTH 2400 WEST AMALGA UT 84335 $90,900.21
600056182 BLUE 13732 SOUTH TOM SHOEMAKER DRAPER UT 84020 $254,405.85
600056319 MOPSIK, EUGENE H 230 MONROE STREET PHILADELPHIA PA 19147 $181,839.63
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056166 TREJO 8.875 .250 8.625 .0500 8.575 11/01/2026
600056167 ANTOS 9.125 .250 8.875 .0500 8.825 11/01/2026
600056168 KUNZ 8.875 .250 8.625 .0500 8.575 11/01/2026
600056169 VERZANI 8.875 .250 8.625 .0500 8.575 11/01/2026
600056170 BIRD 9.125 .250 8.875 .0500 8.825 10/01/2026
600056172 BENNETT 8.875 .250 8.625 .0500 8.575 11/01/2026
600056173 LYNCH 9.125 .250 8.875 .0500 8.825 11/01/2026
600056174 STRINGHA 8.875 .250 8.625 .0500 8.575 11/01/2026
600056175 GARRITY 8.875 .250 8.625 .0500 8.575 12/01/2026
600056177 SONDRUP 8.750 .250 8.500 .0500 8.450 11/01/2026
600056179 WINK 8.750 .250 8.500 .0500 8.450 11/01/2026
600056181 CROSHAW 9.000 .250 8.750 .0500 8.700 11/01/2026
600056182 BLUE 8.750 .250 8.500 .0500 8.450 11/01/2026
600056319 MOPSIK, EUGENE H 8.500 .250 8.250 .0500 8.200 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056166 TREJO 7100732 $835.43 01/01/1997 360
600056167 ANTOS 7114720 $1,773.72 1 01/01/1997 360
600056168 KUNZ 7157629 $477.39 01/01/1997 360
600056169 VERZANI 7158320 $724.04 01/01/1997 360
600056170 BIRD 7177020 $488.18 01/01/1997 360
600056172 BENNETT 7197420 $519.56 01/01/1997 360
600056173 LYNCH 7199220 $761.56 01/01/1997 360
600056174 STRINGHA 7204011 $1,058.21 01/01/1997 360
600056175 GARRITY 7207920 $928.92 01/01/1997 360
600056177 SONDRUP 7209711 $605.21 01/01/1997 360
600056179 WINK 7230524 $2,360.10 01/01/1997 360
600056181 CROSHAW 7267223 $732.21 01/01/1997 360
600056182 BLUE 7395310 $2,003.73 7 01/01/1997 360
600056319 MOPSIK, EUGENE H 1587039040 $1,402.50 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056166 TREJO $140,000.00 N
600056167 ANTOS $229,513.00 N
600056168 KUNZ $103,000.00 N
600056169 VERZANI $140,000.00 N
600056170 BIRD $100,300.00 N
600056172 BENNETT $115,300.00 N
600056173 LYNCH $117,000.00 N
600056174 STRINGHA $256,400.00 N
600056175 GARRITY $145,945.00 N
600056177 SONDRUP $109,900.00 N
600056179 WINK $540,000.00 N
600056181 CROSHAW $130,000.00 N
600056182 BLUE $295,000.00 N
600056319 MOPSIK, EUGENE H .00 .00 .00 .000 .250 .300 $228,000.00 N
</TABLE>
<PAGE>
Page 37
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056321 MARTINEZ JOSE N 8284 BLOOMFIELD AVENUE PATERSON NJ 07509 $107,610.45
600056322 WU 6634 ABBOTTSWOOD DR RANCHO PALO CA 90274 $306,296.00
600056323 MUNDY III 28218 STANLEY CT SANTA CLARI CA 91351 $217,919.49
600056324 ROMAN 2805 BUCKINGHAM WAY CORONA CA 91719 $188,429.08
600056325 BARRY 12 GRENADA CT MANHATTAN B CA 90266 $257,863.78
600056326 PILOVETZKY 1739 GLENWOOD RD GLENDALE CA 91201 $235,021.91
600056327 MASTERS 13645 RUNNING SPGS DR CHINO CA 91709 $205,499.50
600056328 RIVERA KKM 17264 COMMST NORTHRIDGE CA 91325 $272,557.36
600056329 YAO 36 SAGECANYON ROAD POMONA CA 91766 $204,666.29
600056330 GERLACH 2401 VAIL AVE REDONDO BEA CA 90278 $323,444.66
600056331 CONNOLLY 1916 - A PULLMAN LAN REDONDO BCH CA 90278 $274,769.38
600056332 SKAGGS 161 WILLEY ST OJAI CA 93023 $204,890.80
600056333 MC GRADE 225 CEDAR DRIVE COUINA CA 91722 $266,107.92
600056334 KAJIKAMI 5409 MARY JO WAY SAN JOSE CA 95124 $201,185.37
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056321 MARTINEZ JOSE N 8.625 .250 8.375 .0500 8.325 07/01/2026
600056322 WU 9.625 .250 9.375 .0500 9.325 11/01/2021
600056323 MUNDY III 9.375 .250 9.125 .0500 9.075 11/01/2021
600056324 ROMAN 8.125 .250 7.875 .0500 7.825 01/01/2021
600056325 BARRY 8.000 .250 7.750 .0500 7.700 02/01/2021
600056326 PILOVETZKY 9.625 .250 9.375 .0500 9.325 06/01/2021
600056327 MASTERS 8.500 .250 8.250 .0500 8.200 10/01/2021
600056328 RIVERA KKM 9.500 .250 9.250 .0500 9.200 10/01/2021
600056329 YAO 7.750 .250 7.500 .0500 7.450 03/01/2021
600056330 GERLACH 8.625 .250 8.375 .0500 8.325 04/01/2021
600056331 CONNOLLY 8.500 .250 8.250 .0500 8.200 03/01/2021
600056332 SKAGGS 7.750 .250 7.500 .0500 7.450 04/01/2021
600056333 MC GRADE 8.625 .250 8.375 .0500 8.325 04/01/2021
600056334 KAJIKAMI 7.625 .250 7.375 .0500 7.325 04/01/2021
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056321 MARTINEZ JOSE N 1587035119 $840.02 01/01/1997 360
600056322 WU 0196843 $2,707.13 01/01/1997 300
600056323 MUNDY III 0196846 $1,888.35 12 01/01/1997 300
600056324 ROMAN 0196946 $1,489.08 7 01/01/1997 300
600056325 BARRY 0196950 $2,014.33 01/01/1997 300
600056326 PILOVETZKY 0196993 $2,085.85 01/01/1997 300
600056327 MASTERS 0197139 $1,659.84 12 01/01/1997 300
600056328 RIVERA KKM 0197398 $2,387.25 01/01/1997 300
600056329 YAO 0197725 $1,563.53 2 01/01/1997 300
600056330 GERLACH 0197749 $2,655.11 01/01/1997 300
600056331 CONNOLLY 0197760 $2,234.87 01/01/1997 300
600056332 SKAGGS 0197769 $1,563.41 2 01/01/1997 300
600056333 MC GRADE 0197830 $2,184.44 01/01/1997 300
600056334 KAJIKAMI 0197963 $1,518.80 2 01/01/1997 300
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056321 MARTINEZ JOSE N .00 .00 .00 .000 .250 .300 $135,000.00 N
600056322 WU .00 .00 .00 $435,000.00 N
600056323 MUNDY III .00 .00 .00 $253,000.00 N
600056324 ROMAN .00 .00 .00 $220,000.00 N
600056325 BARRY .00 .00 .00 $339,000.00 N
600056326 PILOVETZKY .00 .00 .00 $330,000.00 N
600056327 MASTERS .00 .00 .00 $245,000.00 N
600056328 RIVERA KKM .00 .00 .00 $380,000.00 N
600056329 YAO .00 .00 .00 $245,000.00 N
600056330 GERLACH .00 .00 .00 $455,000.00 N
600056331 CONNOLLY .00 .00 .00 $359,900.00 N
600056332 SKAGGS .00 .00 .00 $242,000.00 N
600056333 MC GRADE .00 .00 .00 $350,000.00 N
600056334 KAJIKAMI .00 .00 .00 $234,500.00 N
</TABLE>
<PAGE>
Page 38
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056335 TATEYAMA 2800 PLZ DEL AMO 438 TORRANCE CA 90503 $204,980.94
600056336 HALE 14326 CHANDLER BLVD # VAN NUYS CA 91401 $202,392.44
600056337 ALVEREZ JR 3915 SAN GABRIEL ST SAN BERNARD CA 92404 $196,118.24
600056338 LONGBOTTOM 2606 RUHLAND AVE #2 REDONDO BEA CA 90278 $232,834.29
600056339 LONG 690 VIA MARQUESA CAMARILLO CA 93012 $209,605.69
600056340 FITLOW 3981 ELLAMAE STREET OAKLAND MI 48363 $298,716.14
600056341 PALMER 3028 MOUNTAINBROOK ROAD CHARLOTTE NC 28210 $229,190.99
600056342 KELLEHER 8 HOLLY DRIVE SUCCASUNNA NJ 07876 $236,669.45
600056343 DILEY 5501 LOCH MORE COURT EAST DUBLIN OH 43017 $210,359.11
600056344 TAYLOR 2320 HIGH MEADOW ROAD NAPERVILLE IL 60564 $266,032.14
600056345 ROBINSON JR 500 STONECLIFF PLACE PORT MATILD PA 16870 $234,713.89
600056346 SMART 1 SIPPERLEY'S HILL ROAD WESTPORT CT 06880 $549,278.02
600056347 HAIRE 12421 BAYHILL DRIVE CARMEL IN 46033 $246,858.64
600056348 ZHALKOVSKY 8 MANHATTAN COURT REDWOOD CIT CA 94065 $446,559.56
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056335 TATEYAMA 8.500 .250 8.250 .0500 8.200 05/01/2021
600056336 HALE 8.625 .250 8.375 .0500 8.325 05/01/2021
600056337 ALVEREZ JR 8.625 .250 8.375 .0500 8.325 06/01/2021
600056338 LONGBOTTOM 9.250 .250 9.000 .0500 8.950 06/01/2021
600056339 LONG 8.375 .250 8.125 .0500 8.075 10/01/2026
600056340 FITLOW 8.625 .250 8.375 .0500 8.325 10/01/2026
600056341 PALMER 8.000 .250 7.750 .0500 7.700 11/01/2026
600056342 KELLEHER 8.000 .250 7.750 .0500 7.700 10/01/2026
600056343 DILEY 7.875 .250 7.625 .0500 7.575 11/01/2026
600056344 TAYLOR 7.875 .250 7.625 .0500 7.575 11/01/2026
600056345 ROBINSON JR 9.000 .250 8.750 .0500 8.700 11/01/2026
600056346 SMART 8.125 .250 7.875 .0500 7.825 11/01/2026
600056347 HAIRE 7.875 .250 7.625 .0500 7.575 11/01/2026
600056348 ZHALKOVSKY 8.000 .250 7.750 .0500 7.700 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056335 TATEYAMA 0198079 $1,663.78 7 01/01/1997 300
600056336 HALE 0198106 $1,676.76 7 01/01/1997 300
600056337 ALVEREZ JR 0198150 $1,608.03 18 01/01/1997 300
600056338 LONGBOTTOM 0198167 $2,007.88 7 01/01/1997 300
600056339 LONG 5067398 $1,596.15 01/01/1997 360
600056340 FITLOW 5067409 $2,327.54 18 01/01/1997 360
600056341 PALMER 5067437 $1,683.99 12 01/01/1997 360
600056342 KELLEHER 5067452 $1,740.12 12 01/01/1997 360
600056343 DILEY 5067505 $1,527.36 01/01/1997 360
600056344 TAYLOR 5067685 $1,931.58 18 01/01/1997 360
600056345 ROBINSON JR 5067693 $1,890.86 01/01/1997 360
600056346 SMART 5067698 $4,083.73 01/01/1997 360
600056347 HAIRE 5067701 $1,792.37 01/01/1997 360
600056348 ZHALKOVSKY 5067722 $3,316.62 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056335 TATEYAMA .00 .00 .00 $243,500.00 N
600056336 HALE .00 .00 .00 $272,000.00 N
600056337 ALVEREZ JR .00 .00 .00 $228,000.00 N
600056338 LONGBOTTOM .00 .00 .00 $270,000.00 N
600056339 LONG .00 .00 .00 $269,180.00 N
600056340 FITLOW .00 .00 .00 $315,000.00 N
600056341 PALMER .00 .00 .00 $259,000.00 N
600056342 KELLEHER .00 .00 .00 $265,000.00 N
600056343 DILEY .00 .00 .00 $264,000.00 N
600056344 TAYLOR .00 .00 .00 $296,000.00 N
600056345 ROBINSON JR .00 .00 .00 $325,000.00 N
600056346 SMART .00 .00 .00 $840,000.00 N
600056347 HAIRE .00 .00 .00 $353,000.00 N
600056348 ZHALKOVSKY .00 .00 .00 $575,000.00 N
</TABLE>
<PAGE>
Page 39
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056349 KING 84 WELLESLEY AVENUE WELLESLEY MA 02181 $293,793.12
600056350 MIGHETTO 1633 LA LOMA AVENUE BERKELEY CA 94709 $257,796.49
600056351 AVOLA 63 PINEHURST DRIVE BOXFORD MA 01921 $265,883.20
600056352 GOLAS ROUTE 19 BOX 90MT OFF VAI SANTA FE NM 87505 $296,000.55
600056353 HARRISON 200 MEADOW CREEK COURT OAKLEY CA 94561 $212,378.13
600056354 BJORNSEN 248 SORENSEN CREEK DRIVE VICTOR WY 83455 $239,722.83
600056355 MACDONALD 10635 PRESTON WAY POWELL OH 43065 $298,565.82
600056356 SIMMONS 5340 CLATO STREET KALAMAZOO MI 49004 $94,298.61
600056357 MILLER 7709 LEESBURG DRIVE COLLEYVILLE TX 76034 $294,582.23
600056358 MOURRA 8515 N. W. 166 TERRACE MIAMI FL 33016 $314,645.51
600056359 SHAW 4158 MEYERWOOD DRIVE HOUSTON TX 77025 $209,731.26
600056360 JOHNSON 1909 MISSION ROAD EDMOND OK 73034 $229,174.99
600056361 REW 400 N. WAWASET ROAD WEST CHESTE PA 19382 $294,228.20
600056362 ECKER 1354 32ND AVE. SOUTH SEATTLE WA 98144 $356,437.88
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056349 KING 8.125 .250 7.875 .0500 7.825 06/01/2025
600056350 MIGHETTO 8.500 .250 8.250 .0500 8.200 06/01/2025
600056351 AVOLA 8.500 .250 8.250 .0500 8.200 07/01/2025
600056352 GOLAS 8.625 .250 8.375 .0500 8.325 04/01/2025
600056353 HARRISON 8.750 .250 8.500 .0500 8.450 06/01/2025
600056354 BJORNSEN 8.750 .250 8.500 .0500 8.450 11/01/2026
600056355 MACDONALD 7.625 .250 7.375 .0500 7.325 11/01/2026
600056356 SIMMONS 7.750 .250 7.500 .0500 7.450 10/01/2026
600056357 MILLER 7.750 .250 7.500 .0500 7.450 11/01/2026
600056358 MOURRA 8.875 .250 8.625 .0500 8.575 11/01/2026
600056359 SHAW 8.250 .250 8.000 .0500 7.950 11/01/2026
600056360 JOHNSON 7.750 .250 7.500 .0500 7.450 11/01/2026
600056361 REW 7.750 .250 7.500 .0500 7.450 12/01/2026
600056362 ECKER 8.750 .250 8.500 .0500 8.450 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056349 KING 5067723 $2,231.20 01/01/1997 360
600056350 MIGHETTO 5067725 $2,006.86 18 01/01/1997 360
600056351 AVOLA 5067726 $2,068.38 18 01/01/1997 360
600056352 GOLAS 5067727 $2,333.37 01/01/1997 360
600056353 HARRISON 5067728 $1,691.41 18 01/01/1997 360
600056354 BJORNSEN 5067770 $1,888.08 01/01/1997 360
600056355 MACDONALD 5067830 $2,116.30 01/01/1997 360
600056356 SIMMONS 5067858 $677.01 12 01/01/1997 360
600056357 MILLER 5067881 $2,113.42 01/01/1997 360
600056358 MOURRA 5067916 $2,506.28 01/01/1997 360
600056359 SHAW 5067921 $1,577.66 7 01/01/1997 360
600056360 JOHNSON 5067989 $1,644.17 18 01/01/1997 360
600056361 REW 5067990 $2,127.74 18 01/01/1997 360
600056362 ECKER 5068035 $2,807.34 18 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056349 KING .00 .00 .00 $402,000.00 N
600056350 MIGHETTO .00 .00 .00 $290,000.00 N
600056351 AVOLA .00 .00 .00 $335,000.00 N
600056352 GOLAS .00 .00 .00 $418,000.00 N
600056353 HARRISON .00 .00 .00 $253,000.00 N
600056354 BJORNSEN .00 .00 .00 $466,000.00 N
600056355 MACDONALD .00 .00 .00 $415,000.00 N
600056356 SIMMONS .00 .00 .00 $105,000.00 N
600056357 MILLER .00 .00 .00 $380,000.00 N
600056358 MOURRA .00 .00 .00 $482,000.00 N
600056359 SHAW .00 .00 .00 $240,000.00 N
600056360 JOHNSON .00 .00 .00 $255,000.00 N
600056361 REW .00 .00 .00 $340,000.00 N
600056362 ECKER .00 .00 .00 $396,500.00 N
</TABLE>
<PAGE>
Page 40
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056363 MCCARROLL 2705 WOODLAND BROOK LANE SMYRNA GA 30080 $209,681.33
600056364 MCDONNELL 2413 CABERNET COURT FALLSTON MD 21047 $213,370.66
600056365 TEMPLE 2107 WOODTOP WAY BEL AIR MD 21015 $274,674.11
600056388 FENNELL 5839 JOHN ANDERSON HWY ORMOND BEACH FL 32174 $263,701.39
600056389 TYNDALL 5290 ST ANDREWS DRIVE WESTERVILLE OH 43082 $149,911.45
600056390 ANALYTIS 21426 SOUTH LAKEWOODS LAN JOLIET IL 60431 $309,931.67
600056391 RATTAN 5924 PEBBLESTONE LANE PLANO TX 75093 $286,212.66
600056392 EAVES 1708 WILDFLOWER DRIVE PLAINFIELD IL 60544 $144,734.61
600056393 TINDER 44 BROOKSIDE LANE PALM COAST FL 32137 $80,860.98
600056394 CASTRO 5026 SOUTH WESTERN AVENUE CHICAGO IL 60609 $122,258.65
600056395 VENEGAS 5682 LAKE RIDGE DR BRIGHTON MI 48116 $329,772.90
600056396 FELLEMAN 2201 SW 119TH AVENUE MIRAMAR FL 33025 $109,936.71
600056397 BROWNSTO 114 CARRIAGE WAY WILMETTE IL 60091 $286,000.00
600056398 ALSAQRI 4018 DANBURY CHAMPAIGNE IL 61821 $130,328.77
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056363 MCCARROLL 8.250 .250 8.000 .0500 7.950 11/01/2026
600056364 MCDONNELL 8.500 .250 8.250 .0500 8.200 12/01/2026
600056365 TEMPLE 8.625 .250 8.375 .0500 8.325 11/01/2026
600056388 FENNELL 8.875 .250 8.625 .0500 8.575 11/01/2026
600056389 TYNDALL 8.625 .250 8.375 .0500 8.325 12/01/2026
600056390 ANALYTIS 8.500 .250 8.250 .0500 8.200 10/01/2026
600056391 RATTAN 8.125 .250 7.875 .0500 7.825 12/01/2026
600056392 EAVES 8.500 .250 8.250 .0500 8.200 10/01/2026
600056393 TINDER 8.500 .250 8.250 .0500 8.200 12/01/2026
600056394 CASTRO 8.750 .250 8.500 .0500 8.450 11/01/2026
600056395 VENEGAS 7.875 .250 7.625 .0500 7.575 12/01/2026
600056396 FELLEMAN 8.750 .250 8.500 .0500 8.450 12/01/2026
600056397 BROWNSTO 8.250 .250 8.000 .0500 7.950 01/01/2027
600056398 ALSAQRI 9.000 .250 8.750 .0500 8.700 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056363 MCCARROLL 5068076 $1,577.28 15 01/01/1997 360
600056364 MCDONNELL 5068236 $1,641.63 01/01/1997 360
600056365 TEMPLE 5068364 $2,138.92 18 01/01/1997 360
600056388 FENNELL 0865624 $2,100.51 01/01/1997 360
600056389 TYNDALL 0886929 $1,166.68 01/01/1997 360
600056390 ANALYTIS 0897794 $2,387.48 12 01/01/1997 360
600056391 RATTAN 0898392 $2,126.51 01/01/1997 360
600056392 EAVES 0899193 $1,114.92 01/01/1997 360
600056393 TINDER 0900376 $622.13 2 01/01/1997 360
600056394 CASTRO 0901304 $962.92 12 01/01/1997 360
600056395 VENEGAS 0901761 $2,392.73 01/01/1997 360
600056396 FELLEMAN 0902451 $865.37 01/01/1997 360
600056397 BROWNSTO 0903468 $2,148.62 01/01/1997 360
600056398 ALSAQRI 0903555 $1,049.23 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056363 MCCARROLL .00 .00 .00 $222,000.00 N
600056364 MCDONNELL .00 .00 .00 $340,000.00 N
600056365 TEMPLE .00 .00 .00 $315,000.00 N
600056388 FENNELL $330,000.00 N
600056389 TYNDALL $248,435.00 N
600056390 ANALYTIS $345,000.00 N
600056391 RATTAN $358,000.00 N
600056392 EAVES $205,630.00 N
600056393 TINDER $89,900.00 N
600056394 CASTRO $136,000.00 N
600056395 VENEGAS $480,000.00 N
600056396 FELLEMAN $173,690.00 N
600056397 BROWNSTO $357,500.00 N
600056398 ALSAQRI $163,000.00 N
</TABLE>
<PAGE>
Page 41
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056399 DEMMA 15435 PRIMROSE COURT ORLAND PARK IL 60462 $144,907.54
600056400 BARNES 55 BAY CIRCLE DRIVE HOLLAND MI 49424 $293,802.73
600056402 NEFCY 40523 PAISLEY CIRCLE NOVI MI 48377 $239,747.02
600056403 LABOE 680 FAIRFAX BIRMINGHAM MI 48009 $351,781.22
600056404 HAAS 41 W 704 FAIRVIEW ELBURN IL 60119 $227,858.29
600056405 MALLOIAN 1631 WILLARD DR CANTON MI 48187 $100,386.88
600056406 URBEN 6023 PEBBLE LANE COURT WESTBLOOMFIELD MI 48322 $123,134.43
600056407 PORRO 3748 WEHRMAN SCHILLER PARK IL 60176 $215,858.71
600056408 LORUSSO 421 BIG CEDAR WAY BRANDON FL 33511 $93,302.86
600056409 SNYDER 241 STRATHMORE CIRCLE KISSIMMEE FL 34744 $156,818.68
600056410 KAINAN 614 WHITE STREET KEY WEST FL 33040 $174,899.31
600056411 CURCIO 121 WEST HINTZ ROAD ARLINGTON IL 60004 $61,964.33
600056412 SUBAK 13165 RAPHAEL LEMONT IL 60439 $286,816.99
600056413 WISE 3166 SCIOTO ESTATES COURT COLUMBUS OH 43221 $231,444.60
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056399 DEMMA 8.250 .250 8.000 .0500 7.950 12/01/2026
600056400 BARNES 8.000 .250 7.750 .0500 7.700 12/01/2026
600056402 NEFCY 8.250 .250 8.000 .0500 7.950 12/01/2026
600056403 LABOE 8.375 .250 8.125 .0500 8.075 12/01/2026
600056404 HAAS 8.375 .250 8.125 .0500 8.075 12/01/2026
600056405 MALLOIAN 8.875 .250 8.625 .0500 8.575 11/01/2026
600056406 URBEN 9.125 .250 8.875 .0500 8.825 12/01/2026
600056407 PORRO 8.125 .250 7.875 .0500 7.825 12/01/2026
600056408 LORUSSO 9.375 .250 9.125 .0500 9.075 12/01/2026
600056409 SNYDER 8.750 .250 8.500 .0500 8.450 11/01/2026
600056410 KAINAN 8.750 .250 8.500 .0500 8.450 12/01/2026
600056411 CURCIO 8.750 .250 8.500 .0500 8.450 12/01/2026
600056412 SUBAK 8.250 .250 8.000 .0500 7.950 12/01/2026
600056413 WISE 8.000 .250 7.750 .0500 7.700 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056399 DEMMA 0904092 $1,089.34 01/01/1997 360
600056400 BARNES 0904429 $2,157.27 01/01/1997 360
600056402 NEFCY 0904641 $1,802.29 01/01/1997 360
600056403 LABOE 0904735 $2,675.45 01/01/1997 360
600056404 HAAS 0904752 $1,732.96 01/01/1997 360
600056405 MALLOIAN 0904816 $799.63 01/01/1997 360
600056406 URBEN 0904838 $1,002.40 01/01/1997 360
600056407 PORRO 0904892 $1,603.79 12 01/01/1997 360
600056408 LORUSSO 0904942 $776.44 01/01/1997 360
600056409 SNYDER 0905050 $1,235.12 01/01/1997 360
600056410 KAINAN 0905211 $1,376.73 01/01/1997 360
600056411 CURCIO 0905361 $487.75 01/01/1997 360
600056412 SUBAK 0905372 $2,156.14 01/01/1997 360
600056413 WISE 0905381 $1,699.40 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056399 DEMMA $205,000.00 N
600056400 BARNES $420,000.00 N
600056402 NEFCY $300,000.00 N
600056403 LABOE $440,000.00 N
600056404 HAAS $285,000.00 N
600056405 MALLOIAN $134,000.00 N
600056406 URBEN $176,000.00 N
600056407 PORRO $240,000.00 N
600056408 LORUSSO $124,500.00 N
600056409 SNYDER $207,000.00 N
600056410 KAINAN $235,000.00 N
600056411 CURCIO $156,000.00 N
600056412 SUBAK $380,000.00 N
600056413 WISE $400,000.00 N
</TABLE>
<PAGE>
Page 42
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056414 SONE 8104 BETHEL CHURCH ROAD SALINE MI 48176 $314,823.41
600056415 GREGORY 29768 BAYVIEW GROSSE ILE MI 48138 $248,991.13
600056416 JOHNSON 79 CRAIG DRIVE THORNVILLE OH 43076 $79,910.68
600056417 BYCRAFT 4738 BOBBWOOD COURT COMMERCE MI 48382 $109,933.37
600056419 FALLON 1034 NORTHFIELD COURT REYNOLDSBURG OH 43068 $67,462.16
600056420 SCIMO 1927 HAMPTON DRIVE WHEATON IL 60187 $232,847.58
600056421 MCWHINNE 5843 RUSHWOOD DRIVE DUBLIN OH 43017 $261,615.22
600056422 LEASIA 2127 MAPLE AVENUE EVANSTON IL 60201 $252,000.00
600056423 MENOLOGH 812 HEADERSTONE SCHAMBERG IL 60173 $240,646.45
600056424 BACON 2652 TOWNE OAKS DRIVE ST LOUIS MO 63129 $246,854.17
600056425 PATTON 5320 W 154TH ST LEAWOOD KS 66224 $124,424.58
600056427 FREDERIC 2560 OBSERVATORY AVE CINCINNATI OH 45208 $245,435.20
600056428 ROGG 6577 OASIS DRIVE LOVELAND OH 45140 $523,690.63
600056429 FRENCH 2321 FOGARTY AVENUE KEY WEST FL 33040 $246,350.66
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056414 SONE 8.875 .250 8.625 .0500 8.575 12/01/2026
600056415 GREGORY 8.250 .250 8.000 .0500 7.950 12/01/2026
600056416 JOHNSON 9.500 .250 9.250 .0500 9.200 12/01/2026
600056417 BYCRAFT 8.500 .250 8.250 .0500 8.200 12/01/2026
600056419 FALLON 8.875 .250 8.625 .0500 8.575 12/01/2026
600056420 SCIMO 8.125 .250 7.875 .0500 7.825 12/01/2026
600056421 MCWHINNE 7.750 .250 7.500 .0500 7.450 12/01/2026
600056422 LEASIA 8.000 .250 7.750 .0500 7.700 01/01/2027
600056423 MENOLOGH 8.250 .250 8.000 .0500 7.950 12/01/2026
600056424 BACON 8.625 .250 8.375 .0500 8.325 12/01/2026
600056425 PATTON 8.500 .250 8.250 .0500 8.200 12/01/2026
600056427 FREDERIC 8.000 .250 7.750 .0500 7.700 12/01/2026
600056428 ROGG 8.625 .250 8.375 .0500 8.325 12/01/2026
600056429 FRENCH 8.500 .250 8.250 .0500 8.200 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056414 SONE 0905451 $2,506.28 01/01/1997 360
600056415 GREGORY 0905477 $1,871.78 01/01/1997 360
600056416 JOHNSON 0905490 $672.26 01/01/1997 360
600056417 BYCRAFT 0905516 $845.80 01/01/1997 360
600056419 FALLON 0905649 $537.06 01/01/1997 360
600056420 SCIMO 0906110 $1,730.02 01/01/1997 360
600056421 MCWHINNE 0906331 $1,875.57 01/01/1997 360
600056422 LEASIA 0906340 $1,849.09 01/01/1997 360
600056423 MENOLOGH 0906372 $1,809.05 01/01/1997 360
600056424 BACON 0906507 $1,921.14 12 01/01/1997 360
600056425 PATTON 0906684 $957.30 01/01/1997 360
600056427 FREDERIC 0906802 $1,802.13 01/01/1997 360
600056428 ROGG 0906884 $4,075.62 01/01/1997 360
600056429 FRENCH 0907317 $1,895.38 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056414 SONE $421,000.00 N
600056415 GREGORY $340,000.00 N
600056416 JOHNSON $123,000.00 N
600056417 BYCRAFT $165,000.00 N
600056419 FALLON $97,500.00 N
600056420 SCIMO $348,000.00 N
600056421 MCWHINNE $327,300.00 N
600056422 LEASIA $315,000.00 N
600056423 MENOLOGH $301,000.00 N
600056424 BACON $260,000.00 N
600056425 PATTON $200,000.00 N
600056427 FREDERIC $307,000.00 N
600056428 ROGG $750,000.00 N
600056429 FRENCH $340,000.00 N
</TABLE>
<PAGE>
Page 43
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056430 OROFINO 1311 VILLA MILL ALLEY KEY WEST FL 33040 $649,606.23
600056431 HOLLSWOR 4980 LAGUNA VISTA DRIVE MELBOURNE FL 32934 $101,083.83
600056432 WHETZEL 2165 TREVOR ROAD PALM HARBOR FL 34683 $89,941.13
600056433 ANDERSON 4301 Grainwood Lane PRIOR LAKE MN 55372 $287,801.80
600056434 DAVIS 7804 Foxhound Rd MCLEAD VA 22102 $331,753.61
600056435 WEISS 10520 180TH ST N FORREST LAKE MN 55025 $125,923.67
600056436 BYAS 7345 HAVENS ROAD BLACKLICK OH 43004 $83,947.79
600056437 CHO 40377 WINFIELD DRIVE CANTON MI 48188 $99,942.47
600056438 NGUYEN 1833 SONNET COURT SAN JOSE CA 95131 $277,009.23
600056439 PUSHPALA 1637 Eagle Drive SUNNYVALE CA 94087 $472,727.87
600056440 LEIB 352 Corbett Canyon Road ARROYO GRANDE CA 93420 $279,807.30
600056441 FONDEVIL 13950 BADGER AVENUE LOS ANGELES CA 91342 $206,877.78
600056442 LARA 4050-4054 EAST 57TH STREE MAYWOOD CA 90270 $215,869.14
600056443 JAMES 6511 NORTH 1ST PLACE PHOENIX AZ 85012 $217,853.72
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056430 OROFINO 8.500 .250 8.250 .0500 8.200 12/01/2026
600056431 HOLLSWOR 8.125 .250 7.875 .0500 7.825 12/01/2026
600056432 WHETZEL 8.125 .250 7.875 .0500 7.825 12/01/2026
600056433 ANDERSON 7.875 .250 7.625 .0500 7.575 12/01/2026
600056434 DAVIS 7.500 .250 7.250 .0500 7.200 12/01/2026
600056435 WEISS 8.500 .250 8.250 .0500 8.200 12/01/2026
600056436 BYAS 8.375 .250 8.125 .0500 8.075 12/01/2026
600056437 CHO 8.750 .250 8.500 .0500 8.450 12/01/2026
600056438 NGUYEN 7.875 .250 7.625 .0500 7.575 12/01/2026
600056439 PUSHPALA 8.750 .250 8.500 .0500 8.450 12/01/2026
600056440 LEIB 7.875 .250 7.625 .0500 7.575 12/01/2026
600056441 FONDEVIL 8.625 .250 8.375 .0500 8.325 12/01/2026
600056442 LARA 8.500 .250 8.250 .0500 8.200 12/01/2026
600056443 JAMES 8.000 .250 7.750 .0500 7.700 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056430 OROFINO 0907351 $4,997.94 01/01/1997 360
600056431 HOLLSWOR 0907353 $751.04 01/01/1997 360
600056432 WHETZEL 0907391 $668.25 01/01/1997 360
600056433 ANDERSON 0907503 $2,088.20 01/01/1997 360
600056434 DAVIS 0907651 $2,321.39 01/01/1997 360
600056435 WEISS 0907696 $968.83 01/01/1997 360
600056436 BYAS 0907761 $638.46 01/01/1997 360
600056437 CHO 0907825 $786.70 01/01/1997 360
600056438 NGUYEN 6213057 $2,009.90 01/01/1997 360
600056439 PUSHPALA 6274069 $3,721.09 01/01/1997 360
600056440 LEIB 6285544 $2,030.20 01/01/1997 360
600056441 FONDEVIL 6295682 $1,610.03 01/01/1997 360
600056442 LARA 6296364 $1,660.86 12 01/01/1997 360
600056443 JAMES 6297024 $1,599.61 12 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056430 OROFINO $1,025,000.00 N
600056431 HOLLSWOR $207,000.00 N
600056432 WHETZEL $153,000.00 N
600056433 ANDERSON $360,000.00 N
600056434 DAVIS $415,000.00 N
600056435 WEISS $168,000.00 N
600056436 BYAS $120,000.00 N
600056437 CHO $154,000.00 N
600056438 NGUYEN $346,900.00 N
600056439 PUSHPALA $600,000.00 N
600056440 LEIB $362,000.00 N
600056441 FONDEVIL $265,000.00 N
600056442 LARA $250,000.00 N
600056443 JAMES $243,000.00 N
</TABLE>
<PAGE>
Page 44
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600056444 BUSCHE 16003 EAST CHOLLA DRIVE FOUNTAIN HILLS AZ 85268 $260,615.93
600056445 GARCIA 2416 NORTHWEST PINNACLE PORTLAND OR 97229 $359,764.51
600056446 WERNER 4848 N RIVERVISTA PLACE BOISE ID 83703 $236,682.84
600056447 EDWARDS 1209 MERCEDES CIRCLE LAS VEGAS NV 89102 $185,134.86
600056448 TIEDE 308 CHESTNUT STREET NAMPA ID 83686 $50,024.05
600056449 CASON 2721 JIM HAMPTON COURT LAS VEGAS NV 89117 $271,608.17
600056450 SAMOKHVA 8609 COPPER MINE AVENUE LAS VEGAS NV 89129 $147,803.26
600056451 ERICHSON 744 EAST EMPIRE AVENUE SALT LAKE CITY UT 84106 $76,454.83
600056452 KOPLIN 1063 EAST HACKAMORE DRIVE DRAPER UT 84020 $297,924.96
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600056444 BUSCHE 7.750 .250 7.500 .0500 7.450 12/01/2026
600056445 GARCIA 8.125 .250 7.875 .0500 7.825 12/01/2026
600056446 WERNER 7.750 .250 7.500 .0500 7.450 12/01/2026
600056447 EDWARDS 8.375 .250 8.125 .0500 8.075 12/01/2026
600056448 TIEDE 9.250 .250 9.000 .0500 8.950 12/01/2026
600056449 CASON 7.750 .250 7.500 .0500 7.450 12/01/2026
600056450 SAMOKHVA 8.125 .250 7.875 .0500 7.825 12/01/2026
600056451 ERICHSON 8.625 .250 8.375 .0500 8.325 12/01/2026
600056452 KOPLIN 8.000 .250 7.750 .0500 7.700 12/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600056444 BUSCHE 6297119 $1,868.40 01/01/1997 360
600056445 GARCIA 6396136 $2,672.99 01/01/1997 360
600056446 WERNER 7002640 $1,696.82 01/01/1997 360
600056447 EDWARDS 7068191 $1,408.03 01/01/1997 360
600056448 TIEDE 7101432 $411.75 01/01/1997 360
600056449 CASON 7229220 $1,947.21 14 01/01/1997 360
600056450 SAMOKHVA 7243620 $1,098.15 01/01/1997 360
600056451 ERICHSON 7391819 $595.01 01/01/1997 360
600056452 KOPLIN 7422116 $2,187.54 01/01/1997 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600056444 BUSCHE $326,000.00 N
600056445 GARCIA $480,000.00 N
600056446 WERNER $340,000.00 N
600056447 EDWARDS $285,000.00 N
600056448 TIEDE $77,000.00 N
600056449 CASON $302,000.00 N
600056450 SAMOKHVA $184,900.00 N
600056451 ERICHSON $102,000.00 N
600056452 KOPLIN $397,500.00 N
</TABLE>
<PAGE>
Page 45
RUN DATE: 01/30/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 09:44:53 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 01/30/1997
POOL NUMBER: 1387 POOL NAME: 1997-1
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
** POOL ----- ------- ------- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
** TOTAL 611 0 148,501,921.58 200,304,568.69 148,780,725.21 1,122,162.46
</TABLE>
<PAGE>
Exhibit E
SELLING AND SERVICING
CONTRACT
This Selling and Servicing Contract (the "Contract"), made and entered
into by PNC Mortgage Securities Corp. ("Buyer") and the Seller ("Seller")
identified below,
WITNESSETH:
WHEREAS, Seller has submitted a Seller Application to Buyer and has
otherwise been approved by Buyer; and
WHEREAS, Seller has received the Buyer's Selling Guide and the Buyer's
Servicing Guide (the "Guides");
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, Buyer and Seller hereto agree as follows:
1. GUIDES. The Guides, which set forth the terms and conditions
under which Seller is to sell and service mortgages, are supplements to this
Contract and such Guides, as may be amended or supplemented from time to time,
are incorporated into this Contract in full by reference and made a part hereof
as fully as if set forth at length herein. All capitalized terms used herein
and not defined herein have the meanings ascribed to them in Appendix A,
Glossary of Terms, to the Guides.
2. SELLERS' DUTIES. Seller shall diligently perform all duties
incident to the selling and servicing of all mortgages which may be sold by
Seller from time to time and such other mortgages as Buyer and Seller may
mutually agree upon. In the performance of such duties, Seller shall employ
procedures and exercise the same care that it would maintain for loans held in
its own portfolio and in accordance with standards of practice, diligence,
prudence and competence maintained by the mortgage banking industry. Seller
shall also comply with all of the provisions of the Guides and with all other
reasonable requirements and instructions of Buyer. Seller shall perform such
services at its sole expense except as otherwise expressly provided in the
Guides. Seller agrees to service each of such mortgages continuously beginning
with the Purchase Date for such mortgages or the date of designation of Seller
as replacement Servicer for mortgages previously purchased by Buyer from another
Seller, until all interest and principal on each mortgage has been paid in full,
the mortgage has been liquidated as provided in the Guides, or such servicing
duties are terminated by Buyer.
3. COMPENSATION. Seller shall be compensated for its services
hereunder as specified in the Guides.
4. DOCUMENTS AND RECORDS. Seller agrees to create, maintain and
transmit all mortgage records and documents including all permanent mortgage
account records in accordance with the Guides. With respect to such records and
documents, Seller shall have custody privileges and Buyer shall have ownership
of the mortgage records and documents. Buyer may inspect such records and
documents at reasonable times during Seller's normal business hours. Seller
shall maintain accurate records and books of account, an adequate system of
audit and internal control, and shall conduct its origination and servicing
activities in a responsible and businesslike manner. Seller shall promptly
notify Buyer in writing of any activity or action, either internal or external,
which could potentially affect adversely the terms of any mortgage serviced
hereunder or the ability of Seller to service any mortgage.
5. WARRANTIES, OBLIGATIONS AND REPRESENTATIONS. The warranties,
obligations and representations stated in the Guides and hereby made or
undertaken by Seller with respect to each of the
E-1
<PAGE>
mortgages to be sold and serviced by it on behalf of Buyer, unless expressly
waived in writing by Buyer. All warranties made by Seller shall survive (i) any
investigation made by or on behalf of Buyer, it assignee or designee, (ii)
liquidation of the mortgage, (iii) purchase of the mortgage by Buyer, its
designee or assignee, (iv) repurchase of the mortgage by Seller, and (v)
termination of this Contract, or similar event, and all such warranties shall
inure to the benefit of Buyer, its successors and assigns and any transferee of
any mortgage. Upon specific written request from Buyer, Seller shall supply
evidence that is satisfactory to Buyer of its compliance with any provisions of
the Guides.
6. REPURCHASE OBLIGATION. If, after purchase of any mortgage by
Buyer, any of the representations or warranties of the Seller contained herein
or in the Selling Guide are untrue, Buyer may, at its option, without regard to
the Sellers' actual or implied knowledge of the untruth of such warranty (except
to the extent the warranty is expressly conditioned upon the Seller's actual
knowledge), in addition to and without limitation as to any other remedy
accruing to Buyer, require the Seller to repurchase said mortgage pursuant to
the Guides. It is contemplated that a third party will purchase from Buyer the
mortgages purchased from Seller, and Seller agrees that Buyer may, in its own
name or in the name of the third party, exercise any rights or remedies at law
or in equity on behalf of itself or such third party.
7. CUSTODIANSHIP OF FUNDS. Seller shall fully account to Buyer for
the custodianship of funds received from, or on behalf of, a Borrower for
mortgages serviced hereunder. Seller shall establish and maintain custodial
accounts in accordance with the Guides for (i) the segregation of all principal
and interest received, and (ii) the administration of all amounts to be
deposited into escrow accounts, and such accounts shall be maintained free and
clear of any lien or encumbrance. Seller must be in control of the funds in its
custody at all times, and upon request from time to time of Buyer shall submit
complete and accurate analyses of cash balances on hand and of the receipt,
deposit and disposition of monies handled.
8. INDEMNIFICATION BY SELLER. Seller shall indemnify Buyer from and
hold Buyer harmless against all losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees, and expenses
heretofore or hereafter resulting from a material breach of any warranty,
obligation or representation contained in or made pursuant to this Contract or
from any claim, demand, defense or assertion against or involving Buyer or its
assignee or transferee of any mortgage based on or grounded upon, or resulting
from such breach or a breach of any representation, warranty or obligation made
by Buyer in reliance upon any warranty, obligation or representation made by
Seller contained in or made pursuant to this Contract. Seller hereby
acknowledges Buyer's intent to sell the mortgages to third parties in reliance
upon Seller's warranties, obligations and representation. The obligations of
Seller under this paragraph shall survive delivery and payment for the
mortgages, liquidation or repurchase of the mortgages and termination of this
Contract or the expiration hereof.
9. NO ASSIGNMENT. This Contract is of the nature of a personal
service agreement and accordingly may not be assigned by Seller. Except as
provided in paragraph 10 of this Contract, Seller may not assign or otherwise
transfer its responsibility for servicing individual mortgages to any other
entity, including affiliates. Any attempt to assign servicing rights without
the prior written consent of Buyer shall be null and void. Any such assignment
without the consent of Buyer shall be grounds for immediate termination of the
servicing rights with respect to the servicing purportedly assigned.
10. SUBCONTRACTING OF SERVICING. Seller may not, without Buyer's
prior written approval, subcontract with any other entity, including affiliates,
its responsibility for servicing any mortgage it has contracted to service for
Buyer.
11. TERMINATION BY BUYER. Buyer may terminate the right of Seller to
continue to service mortgage loans for Buyer and/or revoke the status of Seller
as an approved Seller for any of the reasons set forth in the Guides, including
a change in Seller's form of organization, a transfer of 25% or more of the
equity interest in Seller or change in its principal executive or financial
officers. No such termination shall release Seller from any of its obligations
hereunder or under the Guides or from any liability arising hereunder or
thereunder.
E-2
<PAGE>
Any forbearance or delay by Buyer in exercising such rights shall not be deemed
a waiver of and shall not preclude the exercise of any such right. Upon
termination by Buyer of this Contract for any reason other than a failure of
Seller to meet the eligibility requirements as set forth in the Guides as
determined by Buyer, Seller shall be compensated for such termination in the
amount specified in the Servicing Guide.
12. ATTORNEY'S FEES. In the event of a dispute arising from or
concerning an obligation of the Seller or Buyer under this Contract which
results in litigation of the issue, the prevailing party to such litigation
shall be indemnified by the other party for all costs and expenses in bringing
or defending such action.
13. OFFSET. Buyer shall have the right to offset amounts due from
Seller against the purchase price to be paid for the acquisition of mortgages.
Amounts due which may be offset include but are not limited to past due pair-off
fees and funds for the repurchase of mortgages which are subject to an
outstanding repurchase demand.
14. NOTICE. Any notice required or permitted hereunder shall be in
writing and shall be sent to Seller at its address shown under its signature
below or to such other address Seller may designate in writing or to Buyer at 75
North Fairway Drive, Vernon Hills, Illinois 60061 or to such other address
designated by Buyer in writing, by certified mail, return receipt requested,
postage prepaid.
15. PRIOR AGREEMENTS. This Contract supersedes any prior agreements
and understandings between Buyer and Seller governing the subject matter hereof;
provided, however, that Seller shall not be released from any responsibility or
liability that may have arisen under such agreements and understandings.
16. GOVERNING LAW. This Contract is made in the State of Illinois
and shall be governed by the law of such state.
17. USE OF TERM "SELLER". Wherever the term "Seller" is used in this
contract in a context involving loan administration, servicing, and accounting
obligations, such term shall be deemed to mean "Servicer" as is used in the
Buyer's Servicing Guide.
18. EFFECTIVE DATE OF CONTRACT. This contract is not effective until
it is accepted by Buyer. An executed copy of the Contract will be returned to
the Seller.
19. STATUS OF PARTIES. Seller and Buyer each represent, warrant and
agree that as of the date of this Contract: (i) each party is duly organized,
validly existing and in good legal standing under the laws of its jurisdiction
of organization, and has the requisite power and authority to enter into this
contract and agreements to which both are parties as contemplated by this
Contract; (ii) this Contract has been duly authorized executed and delivered to
both parties and constitutes a valid and legally binding agreement of each
party, enforceable in accordance with its terms; (iii) there is no action,
proceeding or investigation pending or threatened, nor any basis therefore known
to either party that questions the validity or prospective validity of this
Contract insofar as the Contract relates to either party, or any essential
element upon which this Contract depends, or any action to be taken by either
party pursuant to this Contract; and (iv) insofar as either party's capacity to
carry out any obligation under this Contract is concerned, neither party will be
in violation of any provision of any charter, certificate of incorporation, by-
law, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree,
order, statute, rule, or regulation, and there is no such provision that
adversely affects either party's capacity to carry out any such obligation.
Seller's and Buyer's execution of, and performance pursuant to, this Contract
will not result in any such violation. At all times Seller shall act as an
independent contractor.
E-3
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Contract by proper
officials duly authorized on the dates hereinafter set forth. This Contract
shall take effect as of the date of its execution in original or facsimile
signature by a duly authorized officer of the Buyer.
- ----------------------------------- ---------------------------------------
Name of Seller Seller I.D. number
- ----------------------------------- ---------------------------------------
Type of Organization Organized under laws of
- -------------------------------------------------------------------------------
Principal place of business: street address, city, state, zip code
- -------------------------------------------------------------------------------
Typed name and title of Seller's authorized officer
- ----------------------------------- ---------------------------------------
Signature of Seller's Date
authorized officer
Agreed to and accepted by PNC MORTGAGE SECURITIES CORP.
- -------------------------------------------------------------------------------
Typed name and title of authorized representative
- ----------------------------------- ---------------------------------------
Signature of authorized Date
representative
E-4
<PAGE>
Exhibit F
FORM OF TRANSFEROR CERTIFICATE FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Re: PURCHASE OF PNC MORTGAGE SECURITIES CORP. MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1997-1, CLASS [B-4] [B-5] [B-6] (the
"Certificates")
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify
that (a) we understand the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act") and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, and
(b) we have not offered or sold any certificates to, or solicited offers to buy
any Certificates from, any person, or otherwise approached or negotiated with
any person with respect thereto, or taken any other action which would result in
a violation of Section 5 of the Act.
Very truly yours,
[Name of Transferor]
By:
----------------------------------
Authorized Officer
F-1
<PAGE>
Exhibit G
FORM OF TRANSFEREE'S AGREEMENT FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association
180 East 5th Street, SPFT0210
St. Paul, MN 55101
PNC Mortgage Securities Corp.
75 N. Fairway Drive
Vernon Hills, Illinois 60061
The undersigned (the "Purchaser") proposes to purchase [Class B-4]
[Class B-5] [Class B-6] Certificates evidencing an undivided interest in PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series 1997-1 (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 January 1, 1997 (the "Pooling Agreement"),
between PNC Mortgage Securities Corp. ("PNC") and First Bank National
Association, as trustee (the "Trustee"), of the PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1997-1.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
PNC and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Purchased Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement;
(b) The Purchaser is acquiring the Purchased Certificates for its own
account as principal and not with a view to the distribution thereof, in whole
or in part;
(c) The Purchaser is an "accredited investor" as such term is defined
in paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of
Regulation D under the Securities Act of 1933, as amended (the "Act"), has
knowledge of financial and business matters and is capable of evaluating the
merits and risks of an investment in the Purchased Certificates; the Purchaser
has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Purchased Certificates and can afford a
complete loss of such investment;
(d) The Purchaser is not affiliated with the Trustee;
(e) The Purchaser confirms that PNC has made available to the
Purchaser the opportunity to ask questions of, and receive answers from PNC
concerning the Trust, the purchase by the Purchaser of the Purchased
Certificates and all matters relating thereto that PNC possesses or can acquire
without unreasonable effort or expense; and
G-1
<PAGE>
(f) If applicable, the Purchaser has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System; and
(g) The Purchaser will provide the Trustee and the Master Servicer
with affidavits substantially in the form of Exhibit A attached hereto.
Section 3. Transfer of Purchased Certificates.
(a) The Purchaser understands that the Purchased Certificates have
not been registered under the Act, or any state securities laws and that no
transfer may be made unless the Purchased Certificates are registered under
the Act and under applicable state law or unless an exemption from
registration is available. The Purchaser further understands that neither PNC
nor the Trust is under any obligation to register the Purchased Certificates
or make an exemption available. In the event that such a transfer is to be
made within two years from the Closing Date without registration under the
Act or applicable state securities laws, (i) the Trustee shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferee each certify to PNC and the Trustee as to the factual
basis for the registration or qualification exemption relied upon, and (ii)
the Trustee or PNC may require an Opinion of Counsel that such transfer may
be made pursuant to an exemption from the Act and state securities laws,
which Opinion of Counsel shall not be an expense of the Trustee or PNC. Any
such Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and PNC against any liability that may
result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
(b) No transfer of a Purchased Certificate shall be made unless
the transferee provides PNC and the Trustee with (i) a Transferee's
Agreement, substantially in the form of this Agreement, and (ii) either (a)
an affidavit substantially in the form of Exhibit A hereto that the proposed
transferee (x) is not an employee benefit plan or other plan or arrangement
subject to the prohibited transaction provisions of ERISA or Section 4975 of
the Internal Revenue Code of 1986, as amended, or comparable provisions of
any subsequent enactments (a "Plan"), a trustee of any Plan, or any other
Person who is using the "plan assets" of any Plan to effect such acquisition
or (y) is an insurance company, the source of funds to be used by it to
purchase the Purchased Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of PTCE
95-60, or (b) a Benefit Plan Opinion (as defined in Exhibit A hereto).
(c) The Purchaser acknowledges that its Purchased Certificates bear a
legend setting forth the applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[Purchaser]
By: ____________________________
Its: ___________________________
G-2
<PAGE>
Exhibit A to Form of Transferee Agreement (Exhibit G)
PNC MORTGAGE SECURITIES CORP.
BENEFIT PLAN AFFIDAVIT
RE: PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-1
(THE "TRUST") [CLASS B-4] [CLASS B-5] [CLASS B-6]
CERTIFICATES (THE "PURCHASED CERTIFICATES")
Under penalties of perjury, I, _____________________, declare that, to
the best of my knowledge and belief, the following representations are true,
correct and complete; and
1. That I am the _______________ of __________________ (the
"Purchaser"), whose taxpayer identification number is ___________, and on
behalf of which I have the authority to make this affidavit.
2. That the Purchaser is acquiring a Purchased Certificate
representing an interest in the Trust.
3. That the Purchaser (i) is not an employee benefit plan or other
plan or arrangement subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
comparable provisions of any subsequent enactments (a "Plan"), a trustee of any
Plan, or any other Person who is using the "plan assets" of any Plan to effect
such acquisition, (ii) has provided a "Benefit Plan Opinion" satisfactory to PNC
Mortgage Securities Corp. (the "Company") and the Trustee of the Trust or (iii)
is an insurance company, the source of funds to be used by it to purchase the
Purchased Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer (a) is
permissible under applicable law, (b) will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code, and (c) will not subject the Trustee, the Master Servicer or the
Company to any obligation or liability (including obligations or liabilities
under Section 406 of ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Benefit Plan Opinion shall not be an expense
of the Trustee, the Master Servicer or the Company.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf, by its duly authorized officer this _____ day of
__________________, 199__.
[Purchaser]
By:
Its:
G-3
<PAGE>
Personally appeared before me ______________________, known or proved
to me to be the same person who executed the foregoing instrument and to be a
________________ of the Purchaser, and acknowledged to me that (s)he executed
the same as his/her free act and deed and as the free act and deed of the
Purchaser.
SUBSCRIBED and SWORN to before me
this day of ____________, 19__.
________________________________
Notary Public
G-4
<PAGE>
Exhibit I
TRANSFEROR CERTIFICATE
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Attn: Structured Finance
Re: PNC Mortgage Securities Corp. Mortgage Pass-Through Certificates,
Series 1997-1, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by
(the "Seller") to (the
"Purchaser") of $____________________ initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1997-1, Class R (the "Certificate"),
pursuant to Section 5.01 of the Pooling and Servicing Agreement (the "Pooling
Agreement"), dated as of January 1, 1997 among PNC Mortgage Securities Corp., as
depositor and master servicer (the "Company"), and First Bank National
Association, as trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling Agreement. The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
1. No purpose of the Seller relating to the sale of the Certificate by the
Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of tax.
2. The Seller understands that the Purchaser has delivered to the Trustee
and the Company a transferee affidavit and agreement in the form attached to the
Pooling Agreement as Exhibit J. The Seller does not know or believe that any
representation contained therein is false.
3. The Seller has no actual knowledge that the proposed Transferee is not a
Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser would be unwilling
or unable to pay taxes due on its share of the taxable income attributable to
the Certificates.
5. The Seller has conducted a reasonable investigation of the financial
condition of the Purchaser and, as a result of the investigation, found that the
Purchaser has historically paid its debts as they came due, and found no
significant evidence to indicate that the Purchaser will not continue to pay its
debts as they come due in the future.
I-1
<PAGE>
6. The Purchaser has represented to the Seller that, if the Certificates
constitute a noneconomic residual interest, it (i) understands that as holder of
a noneconomic residual interest it may incur tax liabilities in excess of any
cash flows generated by the interest, and (ii) intends to pay taxes associated
with its holding of the Certificates as they become due.
Very truly yours,
[Seller]
By: ____________________________________
Name: _________________________________
Title: ___________________________________
I-2
<PAGE>
Exhibit J
TRANSFEREE AFFIDAVIT AND AGREEMENT
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Class R Certificate (the "Owner")), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of
] [the United States], on behalf of which he makes
this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") and
will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class R Certificates, and (ii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, or any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity, or any foreign government or international organization, or any
agency or instrumentality of such foreign government or organization, any
rural electric or telephone cooperative, or any organization (other than
certain farmers' cooperatives) that is generally exempt from federal income
tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an agent (which
person includes a broker, nominee or middleman) for a disqualified organization,
on the agent; (iii) that the person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such person an
affidavit that the transferee is not a disqualified organization and, at the
time of transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class R Certificates may be a "noneconomic residual
interest" within the meaning of Treasury regulations promulgated pursuant to the
Code and that the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such residual interest,
if a significant purpose of the transfer was to enable the transferor to impede
the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding the Class R Certificates if at any time during the taxable year of the
pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the Transfer
of the Class R Certificates unless the transferee, or the transferees' agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.01 of the Pooling
Agreement under which the Class R Certificates were issued
J-1
<PAGE>
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.01). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is ______________________.
9. That no purpose of the Owner relating to the purchase of the Class R
Certificates by the Owner is or will be to enable the transferor to impede the
assessment or collection of tax.
10. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
11. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Certificates remain outstanding.
12. That no purpose of the Owner relating to any sale of the Class R
Certificates by the Owner will be to impede the assessment or collection of tax.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof, or an estate or trust whose
income from sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.
14. The Owner hereby agrees to cooperate with the Company and to take any
action required of it by the Code or Treasury regulations thereunder (whether
now or hereafter promulgated) in order to create or maintain the REMIC status of
the Trust Fund.
15. The Owner hereby agrees that it will not take any action that could
endanger the REMIC status of the Trust Fund or result in the imposition of tax
on the Trust Fund unless counsel for, or acceptable to, the Company has provided
an opinion that such action will not result in the loss of such REMIC status or
the imposition of such tax, as applicable.
16. The Owner as transferee of the Class R Certificates has represented to
their transferor that, if the Class R Certificates constitute a noneconomic
residual interest, the Owner (i) understands that as holder of a noneconomic
residual interest it may incur tax liabilities in excess of any cash flows
generated by the interest, and (ii) intends to pay taxes associated with its
holding of the Class R Certificates as they become due.
J-2
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on
its behalf, pursuant to the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this day of , 19 .
[Name of Owner]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Owner, and Acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this day of , 19 .
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the day
of , 19
J-3
<PAGE>
Exhibit K
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Trust Fund") whose assets
consist of, among other things, a pool (the "Mortgage Pool") of conventional
one- to four-family mortgage loans (the "Mortgage Loans"), formed and
administered by PNC Mortgage Securities Corp. (the "Company"), which term
includes any successor entity under the Pooling Agreement referred to below. The
Mortgage Pool was created pursuant to a Pooling and Servicing Agreement, dated
as of the Cut-Off Date stated above (the "Pooling Agreement"), between the
Company and First Bank National Association, as Trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling Agreement. Nothing herein shall be deemed
inconsistent with such meanings, and in the event of any conflict between the
Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall
control. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling Agreement, to which Pooling Agreement
the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the Available Distribution Amount for such
Distribution Date then distributable on the Certificates of this Class, as
specified in Section 4.01 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
K-1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
FIRST BANK NATIONAL ASSOCIATION, as Trustee
---------------------------------------
By:
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
- -----------------------------------
By:
Dated: _________________________________
K-2
<PAGE>
PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Pooling Agreement. In the event Company
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificates evidencing Percentage Interests aggregating not less than 66% of
the Trust Fund. For the purposes of such provision and except as provided below,
voting rights relating to 100% of the Aggregate Certificate Principal Balance
will be allocated pro rata (by Certificate Principal Balance) among such
Certificates. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Pooling Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company and
the Trustee shall require the transferee to execute an investment letter in
substantially the form attached as Exhibit L to the Pooling Agreement, which
investment letter shall not be an expense of the Company, the Master Servicer or
the Trustee and (ii) in the event that such a transfer is not made pursuant to
Rule 144A under the Securities Act, the Company may require an Opinion of
Counsel satisfactory to the Company that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Company, the Master Servicer or the Trustee. Neither the Company nor the
Trustee will register the Certificate under the Securities Act, qualify the
Certificate under any state securities law or provide registration rights to any
purchaser. Any Holder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
K-3
<PAGE>
The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As
provided in the Pooling Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of Authorized
Denominations evidencing the same aggregate interest in the portion of the
Available Distribution Amount distributable on this Class of Certificate, as
requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of the
Company, the Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Company, the Trustee, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Trust Fund created
thereby shall terminate upon (i) the later of the maturity or other liquidation
(including repurchase by the Company) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or deed
in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to
Certificateholders of all amounts held by the Company and required to be paid to
them pursuant to the Pooling Agreement. In the event that the Company
repurchases any Mortgage Loan pursuant to the Pooling Agreement, such Pooling
Agreement requires that the Company distribute to the Certificateholders in the
aggregate an amount equal to 100% of the unpaid Principal Balance of such
Mortgage Loan, plus accrued interest at the applicable Pass-Through Rate to the
next scheduled Due Date for the Mortgage Loan. The Pooling Agreement permits,
but does not require, the Company to repurchase from the Trust Fund all Mortgage
Loans at the time subject thereto and all property acquired in respect of any
Mortgage Loan upon payment to the Certificateholders of the amounts specified in
the Pooling Agreement. The exercise of such right will effect early retirement
of the Certificates, the Company's right to repurchase being subject to the
aggregate unpaid Principal Balance of the Mortgage Loans at the time of
repurchase being less than ten percent (10%) of the aggregate unpaid Principal
Balance of the Mortgage Loans as of the Cut-Off Date.
K-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably constitutes
and appoints ___________________________________ Attorney to transfer said
Certificate on the Certificate Register, with full power of substitution in the
premises.
Dated: ____________________________ _______________________________________
Signature Guaranteed
---------------------------------------
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of the within
instrument in every
particular, without alteration
or enlargement or any change
whatever.
K-5
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the Securities Act of 1933, as
amended (the "1933 Act"), or that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, and that the Seller has not offered the Rule 144A Securities
to any person other than the Buyer or another "qualified institutional buyer" as
defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement") dated as of January 1, 1997 between PNC Mortgage
Securities Corp., as Depositor and Master Servicer, and First Bank National
Association, as Trustee) pursuant to Section 5.01(f) of the Agreement, as
follows:
a. The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has received and reviewed the Private Placement
Memorandum dated as of [January __, 1997] relating to the Rule 144A
Securities and has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee, the
Company or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the
L-1
<PAGE>
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor has
it authorized or will it authorize any person to act, in such manner with
respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has (1) completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2, or (2) obtained the waiver of the Company with respect to Annex 1 and
Annex 2 pursuant to Section 5.01(f) of the Agreement. The Buyer is aware
that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer
to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
f. The Buyer is not affiliated with (i) the Trustee or (ii) any Rating
Agency that rated the Rule 144A Securities.
g. If applicable, the Buyer has complied, and will continue to comply,
with the guidelines established by Thrift Bulletin 12 issued December 13,
1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System.
3. The Buyer warrants and represents to, and covenants with, the Seller,
the Master Servicer and the Company that (1) the Buyer is not an employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), subject to the prohibited
transaction provisions of ERISA ("Plan"), or a plan (within the meaning of
Section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code")) subject to
Section 4975 of the Code (also a "Plan"), and the Buyer is not directly or
indirectly purchasing the Rule 144A Securities on behalf of, as investment
manager of, as named fiduciary of, as trustee of, or with "plan assets" of any
Plan, (2) the Buyer's purchase of the Rule 144A Securities is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code and will not
subject the Trustee, the Master Servicer or the Company to any obligation or
liability (including obligations or liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement or
(iii) the Buyer is an insurance company, the source of funds to be used by it to
purchase the Rule 144A Securities is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE 95-60.
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
- ------------------------------- --------------------------------------
Print Name of Seller Print Name of Buyer
By: By:
---------------------------- -----------------------------------
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
---------------------------- ----------------------------------
L-2
<PAGE>
Date: Date:
--------------------------- ----------------------------
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________(1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ BANK. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, A COPY OF WHICH IS ATTACHED
HERETO.
___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is
a foreign savings and loan association or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.
___ BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of
Columbia.
___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
- -------------------------
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or invest on a discretionary basis at least $10,000,000 in securities.
L-1-1
<PAGE>
___ ERISA PLAN. The Buyer is an employee benefit plan within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and is subject to the fiduciary
responsibility provisions of ERISA.
___ INVESTMENT ADVISER. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
L-1-2
<PAGE>
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
-----------------------------------------------
Print Name of Buyer
By:
-------------------------------------------
Name:
Title:
Date:
----------------------------------------
L-1-3
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
L-2-1
<PAGE>
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
--------------------------------------------
Print Name of Buyer
By:
----------------------------------------
Name:
---------------------------------
Title:
--------------------------------
IF AN ADVISER:
-------------------------------------------
Print Name of Buyer
Date:
------------------------------------
Signature
-------------------------------
(SEAL)
L-2-2
<PAGE>
EXHIBIT M
[Date]
[Company]
Re: Pooling and Servicing Agreement dated as of January 1, 1997 among PNC
Mortgage Securities Corp., as Depositor and Master Servicer, and First Bank
National Association, as Trustee, relating to PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1997-1
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
