<PAGE>
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, NW
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 27, 1997
(DATE OF EARLIEST EVENT REPORTED)
PNC MORTGAGE SECURITIES CORP.
AS DEPOSITOR AND MASTER SERVICER UNDER A
POOLING AND SERVICING AGREEMENT
DATED AS OF JUNE 1, 1997
PROVIDING FOR THE ISSUANCE OF
$289,713,408.73
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-4
Delaware 33-84896 36-4165234
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Incorporation) Number)
75 NORTH FAIRWAY DRIVE
VERNON HILLS, ILLINOIS 60061
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 549-6500
<PAGE>
Item 5. OTHER EVENTS
DESCRIPTION OF THE CERTIFICATES AND THE MORTGAGE POOL.
On June 27, 1997 (the "Closing Date"), PNC Mortgage Securities Corp.
(the "Company"), pursuant to a pooling and servicing agreement, dated as of
June 1, 1997, between the Company and First Bank National Association, as
trustee, caused the Mortgage Pass-Through Certificates, Series 1997-4, to be
issued (the "Certificates") which consist of the following twenty-three
classes: (i) Class IPP-1, Class IPP-2, Class IPP-3 and Class IPP-4 (the
"Group IA Certificates"), (ii) Class IIPP-1, Class IIPP-2, Class IIPP-3,
Class IIPP-4 and Class IIPP-5 (the "Group IIA Certificates" and, together
with the Group IA Certificates, the "Class A Certificates"), (iii) Class IP
and Class IIP (the "Class P Certificates"), (iv) Class IX and Class IIX (the
"Class X Certificates"), (v) Class IIPP-6, (vi) Class B-1, Class B-2 and
Class B-3 (the "Senior Subordinate Certificates"), (vii) 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 (viii) Class R, Class R-1 and Class R-2 (the "Residual
Certificates" and, together with the Class A, Class P, Class X and Class
IIPP-6 Certificates, the "Senior Certificates"). The Group IA, Class IP and
Class IX Certificates are sometimes referred to as the "Group I Certificates"
and the Group IIA, Class IIP, Class IIX and Class IIPP-6 Certificates are
sometimes referred to as the "Group II Certificates". The Class IPP-4 and
Class IIPP-3 Certificates are sometimes referred to as the "Prepayment
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 "Base Prospectus"), and Prospectus Supplement dated June 23, 1997
(the "Prospectus Supplement", and together with the Base Prospectus, the
"Prospectus").
The Certificates, other than the Class R-1 and Class R-2 Certificates,
evidence all the beneficial ownership interest in a trust (the "Certificate
Trust") established by the Company, the assets of which, together with the
Class R-2 Certificates described in the Prospectus, will evidence all the
beneficial ownership interest in another trust (the "First Level Certificate
Trust") also established by the Company, which will evidence, together with
the Class R-1 Certificates described in the Prospectus, all the beneficial
ownership interest in another trust (the "Mortgage Trust") also established
by the Company. The Mortgage Trust consists of a pool (the "Mortgage Pool")
of conventional fixed-rate one- to four-family residential mortgage loans
with original terms to maturity of not more than 30 years (the "Mortgage
Loans") deposited and master serviced by the Company, and certain other
assets, as described in the Prospectus. The Mortgage Pool (as described in
the Prospectus) consists of two groups of Mortgage Loans ("Loan Group I" and
"Loan Group II", and each, a "Loan Group"). The Mortgage Loans in Loan Group
I are sometimes referred to as the "Group I Loans" and the Mortgage Loans in
Loan Group II are sometimes referred to as the "Group II Loans". The Group I
Certificates correspond to the Group I Loans and evidence, in the aggregate,
a 96.50% undivided interest in the Group I Loans, which consist of fixed-rate
2
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Mortgage Loans with terms to maturity of not more than 15 years. The Group
II Certificates correspond to the Group II Loans and evidence, in the
aggregate, a 96.50% undivided interest in the Group II Loans, which consist
of fixed-rate Mortgage Loans with terms to maturity of greater than 15 years
but not more than 30 years. Distributions of interest and principal on the
Group I Certificates and the Group II Certificates are solely based on
interest and principal received or advanced with respect to the Group I Loans
and Group II Loans, respectively, except under the limited circumstances
described in the Prospectus Supplement in "Description of the Certificates
- --Cross-Collateralization". The rights of the holders of the Class B
Certificates to receive distributions with respect to the Mortgage Loans will
be based on interest and principal received or advanced with respect to both
Loan Groups, and will be subordinate to the rights of the holders of the
Senior Certificates to the extent described in the Prospectus Supplement.
The Company has caused elections to be made to treat the Mortgage Trust,
the First Level Certificate Trust and the Certificate Trust as "real estate
mortgage investment conduits" (each, a "REMIC") for federal income tax
purposes. All of the certificates issued by the Mortgage Trust, the First
Level Certificate Trust and the Certificate Trust, other than the Class R-1,
Class R-2 and Class R Certificates, represent ownership of REMIC "regular
interests". The Class R, Class R-2 and Class R-1 Certificates represent
ownership of the REMIC "residual interest" in the Certificate Trust, the
First Level Certificate Trust and the Mortgage Trust, respectively. See
"Certain Federal Income Tax Consequences" in the Prospectus Supplement and in
the Prospectus.
The Offered Certificates, other than the Class R-1 and Class R-2
Certificates, evidence interests only in the Certificate Trust and are
payable solely from amounts received with respect thereto. The Class R-1
Certificates evidence the residual interests in only the Mortgage Trust. The
Class R-2 Certificates evidence the residual interests in only the First
Level Certificate Trust and the Class R Certificates evidence the residual
interests in only the Certificate Trust.
___________________________
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Prospectus, dated November 21, 1996, and
Prospectus Supplement, dated June 23, 1997, of PNC Mortgage Securities Corp.,
relating to its Mortgage Pass-Through Certificates, Series 1997-4.
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The initial Class Principal Balance, initial Remittance Rate and Last
Scheduled Distribution Date for each Class of Offered Certificates is set forth
in the table below:
INITIAL CLASS INITIAL LAST SCHEDULED
CLASS PRINCIPAL BALANCE REMITTANCE RATE (1) DISTRIBUTION DATE
Class IPP-1 $38,992,477.00 7.000% July 25, 2027
Class IPP-2 4,392,000.00 7.000% July 25, 2027
Class IPP-3 6,068,000.00 7.000% July 25, 2027
Class IPP-4 12,363,156.00 7.000% July 25, 2027
Class IIPP-1 91,000,000.00 7.500% July 25, 2027
Class IIPP-2 21,485,000.00 7.500% July 25, 2027
Class IIPP-3 43,604,403.00 7.250% July 25, 2027
Class IIPP-4 53,085,098.00 7.250% July 25, 2027
Class IIPP-5 8,847,516.00 9.000% July 25, 2027
Class IIPP-6 -- 7.500%(2) July 25, 2027
Class IX -- 7.000%(3) July 25, 2027
Class IIX -- 7.500%(4) July 25, 2027
Class IP 595,842.00 (5) July 25, 2027
Class IIP 1,536,545.73 (5) July 25, 2027
Class IB-1 3,652,463.00 Variable Rate (6) July 25, 2027
Class IB-2 2,483,675.00 Variable Rate (6) July 25, 2027
Class IB-3 1,607,083.00 Variable Rate (6) July 25, 2027
Class R 50.00 7.000% July 25, 2027
Class R-1 50.00 7.000% July 25, 2027
Class R-2 50.00 7.000% July 25, 2027
__________________________
(1) Interest distributed to the Offered Certificates (other than the Class P
Certificates which are not entitled to 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 IIPP-6 Certificates is 7.500% per annum.
The Class IIPP-6 Certificates accrue interest on the Class IIPP-6 Notional
Amount. The Class IIPP-6 Notional Amount with respect to any Distribution
Date will equal 3.33333333% (precisely 1/30) of the Class IIPP-3 Principal
Balance as of that Distribution Date. The Class IIPP-6 Notional Amount as
of the Cut-Off Date was approximately $1,453,480. The Class IIPP-6
Certificates are not entitled to receive distributions of principal.
(3) The Remittance Rate on the Class IX Certificates is 7.000% per annum. The
Class IX Certificates will accrue interest on the Class IX Notional Amount
(as defined in "Description of the Certificates - Distributions of
Interest" in the Prospectus Supplement). The Class IX Notional Amount as
of the Cut-Off Date was approximately $2,071,948. The Class IX
Certificates are not entitled to receive distributions of principal.
(4) The Remittance Rate on the Class IIX Certificates is 7.500% per annum. The
Class IIX Certificates will accrue interest on the Class IIX Notional
Amount (as defined in "Description of the Certificates -- Distributions of
Interest" in the Prospectus Supplement). The Class IIX Notional Amount as
of the Cut-Off Date was approximately $6,552,790. The Class IIX
Certificates are not entitled to receive distributions of principal.
(5) The Class IP and Class IIP Certificates are not entitled to receive
distributions of interest.
(6) The Remittance Rate on the Class B-1, Class B-2 and Class B-3 Certificates
will vary from 7.000% to 7.500% per annum. For a more detailed description
of the Remittance Rate on the Class B Certificates, see "Description of the
Certificates -- Distributions of Interest -- Class B Remittance Rate" in
the Prospectus Supplement. The initial Remittance Rate for each Class of
the Class B Certificates is approximately 7.389% per annum.
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The Mortgage Pool consists of Mortgage Loans having an aggregate principal
balance outstanding as of June 1, 1997 (the "Cut-Off Date"), after deducting
payments due on or before that date, of approximately $292,197,087. The Group
I Loans and Group II Loans had an aggregate principal balance outstanding as of
the Cut-Off Date, after deducting payments due on or before that date, of
approximately $64,675,260 and $227,521,827, respectively.
The Mortgage Loans are secured by first mortgages or first deeds of
trust or other similar security instruments creating first liens on one- to
four-family residential properties (the "Mortgaged Properties"), which may
include detached homes, duplexes, townhouses, individual condominium units,
individual units in planned unit developments and other attached dwelling units
which are part of buildings consisting of more than four units (so long as the
property subject to the lien of the related Mortgage consists of no more than
four units), and having the additional characteristics described below and in
the Prospectus.
Each Mortgage Loan will have a first payment date during the period from
October 1, 1996 through July 1, 1997, inclusive, and will have an original term
to maturity of not more than 15 years in the case of Group I Loans and 30 years
in the case of Group II Loans.
Each Mortgage Loan imposes penalties for early prepayments (except for
prepayments due to the sale of the related Mortgaged Property). During the
first three years after origination of each Mortgage Loan (the "Penalty
Period"), the Mortgagor may not prepay more than 20% of the original principal
amount of the Mortgage Loan in any twelve month period without incurring a
penalty. The penalty is equal to the lesser of (i) two percent of any amount
prepaid in excess of the 20% of the original principal amount, (ii) six months'
interest on such excess or (iii) the amount authorized by applicable law. No
penalty will be imposed after the Penalty Period.
LOAN GROUP I
As of the Cut-Off Date, the Mortgage Interest Rate on each Group I Loan was
not less than 6.750% and not more than 8.250% per annum. As of the Cut-Off
Date, the weighted average of the Mortgage Interest Rates on the Group I Loans
was approximately 7.453% per annum. As of the Cut-Off Date, the Pass-Through
Rate for each Group I Loan was not less than 6.460% and not more than 7.960% per
annum. As of the Cut-Off Date, the weighted average of the Pass-Through Rates
for the Group I Loans was approximately 7.160% per annum.
All of the Group I Loans have principal and interest payable on the first
day of each month (the "Due Date"). None of the Group I Loans are Buydown
Loans. The latest original scheduled maturity of any Group I Loan is June 2012.
Each of the Group I Loans have original terms to maturity of not more than 15
years, and as of the Cut-Off Date, the weighted average remaining term to
maturity (adjusted for Curtailments) of the Group I Loans was approximately
177.7 months. At origination, based upon an appraisal of the Mortgage Property
securing each Group I Loan, approximately 95.0% of the Group I Loans had Loan-
to-Value Ratios less than or equal to 80%, and approximately 5.0% of the Group I
5
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Loans had Loan-to-Value Ratios greater than 80% but less than or equal to 95%.
No Group I Loan had a Loan-to-Value Ratio at origination greater than 95%. At
origination, the weighted average of the Loan-to-value Ratios of the Group I
Loans was approximately 68.7%. As of the Cut-Off Date, the weighted average of
the Loan-to-Value Ratios of the Group I Loans was approximately 68.2%. As of
the Cut-Off Date, approximately 5.0% of the Group I Loans were covered by a
Primary Insurance Policy. All of the Group I Loans with Loan-to-Value Ratios as
of the Cut-Off Date in excess of 80% were covered by a Primary Insurance Policy.
At origination, each Group I Loan had a principal balance of not less than
$95,000 nor more than $1,000,000, and the average principal balance of the Group
I Loans as of the Cut-Off Date was approximately $345,857. Approximately 98.2%
of the Group I Loans were secured by owner-occupied Mortgaged Properties which
were the primary residences of the related Mortgagors, based solely on
representations of the Mortgagors obtained at the origination of the related
Group I Loans, and approximately 1.8% of the Group I Loans were secured by
owner-occupied Mortgaged Properties which were second or vacation homes of the
related Mortgagors, based solely on such representations. None of the Group I
Loans were secured by Mortgaged Properties which were investor properties of the
related Mortgagors, based solely on such representations. None of the Group I
Loans are secured by interests in cooperative apartments. The aggregate
principal balance of Group I Loans originated under reduced documentation
programs (including certain Group I Loans for which verification of income and
deposits was not required), which generally limits the original Loan-to-Value
Ratio of the Group I Loan, was approximately $8,400,046, which was approximately
13.0% of the Loan Group I. As of the Cut-Off Date, the weighted average of the
Loan-to-Value Ratios of such Group I Loans originated under such reduced
documentation programs was approximately 64.2%.
Approximately 83.7% of the Group I Loans are secured by Mortgaged
Properties located in California; 7.0%, in Texas; and no other single state
contains Mortgaged Properties securing more than 5.0% of the Group I Loans. No
more than 2.8% of the Group I Loans are secured by Mortgaged Properties located
in any one California zip code area, and no more than 1.7% of the Group I Loans
were secured by Mortgaged Properties located in any other single zip code area.
Approximately 52.7% of the Group I Loans were originated for the purpose of
refinancing existing mortgage debt, including cash-out refinancings.
Approximately 47.3% of the Group I Loans were originated for the purpose of
purchasing the Mortgaged Property.
LOAN GROUP II
As of the Cut-Off Date, the Mortgage Interest Rate on each Group II Loan
was not less than 7.000% and not more than 9.250% per annum. As of the Cut-Off
Date, the weighted average of the Mortgage Interest Rates on the Group II Loans
was approximately 7.957% per annum. As of the Cut-Off Date, the Pass-Through
Rate for each Group II Loan was not less than 6.700% and not more than 8.960%
per annum. As of the Cut-Off Date, the weighted average of the Pass-Through
Rates for the Group II Loans was approximately 7.665% per annum.
All of the Group II Loans have principal and interest payable on the Due
Date. Three of the Group II Loans are Buydown Loans. The latest original
scheduled maturity of any Group II Loan is June 2027. Each of the Group II
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Loans have original terms to maturity of greater than 15 years but not more than
30 years, and as of the Cut-Off Date, the weighted average remaining term to
maturity (adjusted for Curtailments) of the Group II Loans was approximately
358.3 months. At origination, based upon an appraisal of the Mortgage Property
securing each Group II Loan, approximately 88.0% of the Group II Loans had Loan-
to-Value Ratios less than or equal to 80%, and approximately 12.0% of the Group
II Loans had Loan-to-Value Ratios greater than 80% but less than or equal to
95%. No Group II Loan had a Loan-to-Value Ratio at origination greater than
95%. At origination, the weighted average of the Loan-to-value Ratios of the
Group II Loans was approximately 76.1%. As of the Cut-Off Date, the weighted
average of the Loan-to-Value Ratios of the Group II Loans was approximately
76.0%. As of the Cut-Off Date, approximately 12.1% of the Group II Loans were
covered by a Primary Insurance Policy. All of the Group II Loans with Loan-to-
Value Ratios as of the Cut-Off Date in excess of 80% were covered by a Primary
Insurance Policy. At origination, each Group II Loan had a principal balance of
not less than $47,250 nor more than $980,000, and the average principal balance
of the Group II Loans as of the Cut-Off Date was approximately $326,899.
Approximately 99.6% of the Group II Loans were secured by owner-occupied
Mortgaged Properties which were the primary residences of the related
Mortgagors, based solely on representations of the Mortgagors obtained at the
origination of the related Group II Loans, and approximately 0.4% of the Group
II Loans were secured by owner-occupied Mortgaged Properties which were second
or vacation homes of the related Mortgagors, based solely on such
representations. None of the Group II Loans were secured by Mortgaged
Properties which were investor properties of the related Mortgagors, based
solely on such representations. None of the Group II Loans are secured by
interests in cooperative apartments. The aggregate principal balance of Group
II Loans originated under reduced documentation programs (including certain
Group II Loans for which verification of income and deposits was not required),
which generally limits the original Loan-to-Value Ratio of the Group II Loan,
was approximately $13,967,709, which was approximately 6.1% of the Loan Group
II. As of the Cut-Off Date, the weighted average of the Loan-to-Value Ratios of
such Group II Loans originated under such reduced documentation programs was
approximately 62.8%.
Approximately 94.0% of the Group II Loans are secured by Mortgaged
Properties located in California and no other single state contains Mortgaged
Properties securing more than 5% of the Group II Loans. No more than 3.1% of
the Group II Loans are secured by Mortgaged Properties located in any one
California zip code area, and no more than 0.4% of the Group II Loans were
secured by Mortgaged Properties located in any other single zip code area.
Approximately 24.7% of the Group II Loans were originated for the purpose of
refinancing existing mortgage debt, including cash-out refinancings.
Approximately 75.3% of the Group II Loans were originated for the purpose of
purchasing the Mortgaged Property.
The Servicing Fee with respect to each Mortgage Loan is 0.250%. The Master
Servicing Fee with respect to each Mortgage Loan in Loan Group I ranges from a
minimum of 0.040% to a maximum of 0.050%, with a weighted average of 0.043%.
The Master Servicing Fee with respect to each Mortgage Loan in Loan Group II
ranges from a minimum of 0.040% to a maximum of 0.050%, with a weighted average
of 0.042%.
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See "Description of the Certificates -- Servicing Compensation and Payment
of Expenses" in the Prospectus for information regarding other possible
compensation to the Company and the servicers.
The following tables describe additional characteristics of the Mortgage
Loans for each Loan Group as of the Cut-Off Date. All percentages set forth
below have been calculated based on the principal balance of the Mortgage Loans
in the applicable Loan Group as of the Cut-Off Date. Note that the sum of the
percentages set forth under the heading "% of Aggregate Balance of Loan Group"
in each of the tables that follow may not equal 100% due to rounding.
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a) Number of loans: 187
b) Mortgage Interest Rates:
1997-4
Group I
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
---------- ------ ---------------- ------------
6.750% 3 $ 1,141,990.25 1.77 %
6.875% 5 $ 1,586,760.89 2.45 %
7.000% 14 $ 6,083,285.59 9.41 %
7.125% 12 $ 4,226,381.37 6.53 %
7.250% 28 $ 8,944,961.16 13.83 %
7.375% 28 $ 10,494,255.92 16.23 %
7.500% 20 $ 7,372,967.95 11.40 %
7.625% 21 $ 6,908,086.22 10.68 %
7.750% 24 $ 8,943,835.60 13.83 %
7.875% 21 $ 6,156,136.92 9.52 %
8.000% 7 $ 1,950,351.51 3.02 %
8.125% 2 $ 469,371.23 0.73 %
8.250% 2 $ 396,875.08 0.61 %
----- ---------------- -----------
TOTAL 187 $ 64,675,259.69 100.00 %
===== ================
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c)Pass-Through Rates:
1997-4
Group I
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
------------------ -------------- ----------- ----------------
6.251 - 6.500% $ 1,141,990.25 6.750% 178
6.501 - 6.750% $ 7,670,046.48 6.974% 178
6.751 - 7.000% $ 13,171,342.53 7.210% 178
7.001 - 7.250% $ 17,867,223.87 7.427% 178
7.251 - 7.500% $ 15,851,921.82 7.696% 178
7.501 - 7.750% $ 8,106,488.43 7.905% 177
7.751 - 8.000% $ 866,246.31 8.182% 179
--------------- ------ ------
$ 64,675,259.69 7.453% * 178 *
===============
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
10
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d) Original Principal Balances:
1997-4
Group I
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
------------------- ------ ---------------- ------------
$ 75,001 - 100,000 1 $ 93,405.66 0.14 %
$100,001 - 150,000 3 $ 350,892.35 0.54 %
$150,001 - 200,000 5 $ 833,423.02 1.29 %
$200,001 - 250,000 33 $ 7,649,961.30 11.83 %
$250,001 - 300,000 49 $ 13,512,021.43 20.89 %
$300,001 - 350,000 26 $ 8,248,156.56 12.75 %
$350,001 - 400,000 24 $ 9,089,134.05 14.05 %
$400,001 - 450,000 13 $ 5,549,761.23 8.58 %
$450,001 - 500,000 12 $ 5,759,115.69 8.90 %
OVER $500,000 21 $ 13,589,388.40 21.01 %
------ ---------------- ------------
TOTAL 187 $ 64,675,259.69 100.00 %
====== ================
Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $93,405.66
Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $993,077.98
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e) Years of initial Monthly Payment:
1997-4
Group I
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
------- ------ ---------------- ------------
1996 8 $ 2,287,437.91 3.54 %
1997 179 $ 62,387,821.78 96.46 %
------ ---------------- ------------
TOTAL 187 $ 64,675,259.69 100.00 %
====== ================
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f) Current Loan-to-Value Ratios:
1997-4
Group I
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 38 $ 14,134,644.66 21.85 %
60.01-70.00% 40 $ 14,272,595.28 22.07 %
70.01-75.00% 42 $ 14,471,729.69 22.38 %
75.01-80.00% 56 $ 18,588,972.15 28.74 %
80.01-85.00% 1 $ 300,150.07 0.46 %
85.01-90.00% 9 $ 2,674,899.40 4.14 %
90.01-95.00% 1 $ 232,268.44 0.36 %
------ ---------------- ------------
TOTAL 187 $ 64,675,259.69 100.00 %
====== ================
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g) Types of Mortgaged Properties:
1997-4
Group I
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
------------ ------ ----------------- ------------
SINGLE FAMILY DETACHED 129 $ 45,310,172.21 70.06 %
DUPLEX 3 $ 1,408,960.30 2.18 %
CONDOMINIUM 6 $ 1,507,082.85 2.33 %
PLANNED UNIT DEVELOPMENT 49 $ 16,449,044.33 25.43 %
------ ----------------- ---------
TOTAL 187 $ 64,675,259.69 100.00 %
====== =================
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h) Geographic Distribution by state:
1997-4
Group I
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ARIZONA 1 $ 264,181.95 0.41 %
CALIFORNIA 155 $ 54,127,873.16 83.69 %
COLORADO 1 $ 389,089.14 0.60 %
FLORIDA 8 $ 2,546,428.12 3.94 %
GEORGIA 3 $ 1,006,565.27 1.56 %
MISSOURI 1 $ 238,850.03 0.37 %
PENNSYLVANIA 1 $ 228,860.43 0.35 %
TEXAS 13 $ 4,497,042.87 6.95 %
WASHINGTON 4 $ 1,376,368.72 2.13 %
------ ----------------- ------------
TOTAL 187 $ 64,675,259.69 100.00 %
====== ===============
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i) Scheduled maturity years:
1997-4
Group I
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2011 10 $ 2,778,890.88 4.30 %
2012 177 $ 61,896,368.81 95.70 %
------ ------------------ ------------
TOTAL 187 $ 64,675,259.69 100.00 %
=== ==================
Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 177.7 months
Latest scheduled maturity of any Mortgage Loan:
June, 2012
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j) Original Terms:
1997-4
Group I
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
180 187 $ 64,675,259.69 100.00 %
------ ---------------- ------------
TOTAL 187 $ 64,675,259.69 100.00 %
====== ================
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k) Documentation Program Types:
1997-4
Group I
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
------------------------- ------ ---------------- ------------
FULL DOCUMENTATION 156 $ 56,275,213.90 87.01 %
LIMITED DOCUMENTATION 31 $ 8,400,045.79 12.99 %
------ ---------------- ------------
TOTAL 187 $ 64,675,259.69 100.00 %
====== ================
18
<PAGE>
a) Number of loans: 696
b) Mortgage Interest Rates:
1997-4
Group II
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
---------- ------ ---------------- ------------
7.000% 2 $ 614,987.18 0.27 %
7.125% 2 $ 976,692.63 0.43 %
7.250% 5 $ 1,823,172.19 0.80 %
7.375% 15 $ 5,059,831.47 2.22 %
7.500% 34 $ 12,983,065.05 5.71 %
7.625% 38 $ 12,503,477.58 5.50 %
7.750% 92 $ 30,065,060.52 13.21 %
7.875% 135 $ 43,919,375.63 19.30 %
8.000% 140 $ 47,638,587.23 20.94 %
8.125% 72 $ 21,843,192.90 9.60 %
8.250% 79 $ 25,427,516.82 11.18 %
8.375% 44 $ 12,960,015.28 5.70 %
8.500% 29 $ 9,313,528.56 4.09 %
8.625% 3 $ 905,114.86 0.40 %
8.750% 4 $ 965,597.24 0.42 %
9.000% 1 $ 251,862.35 0.11 %
9.250% 1 $ 270,750.00 0.12 %
----- ---------------- -----------
TOTAL 696 $ 227,521,827.49 100.00 %
===== ================
19
<PAGE>
c) Pass-Through Rates:
1997-4
Group II
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
------------------ -------------- ----------- ----------------
6.501 - 6.750% $ 614,987.18 7.000% 358
6.751 - 7.000% $ 2,799,864.82 7.206% 358
7.001 - 7.250% $ 18,042,896.52 7.465% 358
7.251 - 7.500% $ 42,568,538.10 7.713% 358
7.501 - 7.750% $ 91,557,962.86 7.940% 359
7.751 - 8.000% $ 47,270,709.72 8.192% 359
8.001 - 8.250% $ 22,273,543.84 8.427% 359
8.251 - 8.500% $ 1,870,712.10 8.690% 358
8.501 - 8.750% $ 251,862.35 9.000% 359
8.751 - 9.000% $ 270,750.00 9.250% 360
--------------- ------ ------
$227,521,827.49 7.957% * 359 *
===============
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
20
<PAGE>
d) Original Principal Balances:
1997-4
Group II
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
------------------- ------ ---------------- ------------
$ 50,000 OR LESS 1 $ 47,189.52 0.02 %
$ 50,001 - 75,000 2 $ 122,957.65 0.05 %
$ 75,001 - 100,000 3 $ 268,269.80 0.12 %
$100,001 - 150,000 5 $ 618,474.03 0.27 %
$150,001 - 200,000 11 $ 1,992,171.60 0.88 %
$200,001 - 250,000 142 $ 33,134,917.31 14.56 %
$250,001 - 300,000 181 $ 49,670,254.52 21.83 %
$300,001 - 350,000 142 $ 46,250,620.02 20.33 %
$350,001 - 400,000 78 $ 29,250,753.22 12.86 %
$400,001 - 450,000 45 $ 19,123,617.07 8.41 %
$450,001 - 500,000 30 $ 14,237,829.93 6.26 %
OVER $500,000 56 $ 32,804,772.82 14.42 %
------ ---------------- ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== ================
Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $47,189.52
Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $979,342.43
21
<PAGE>
e) Years of initial Monthly Payment:
1997-4
Group II
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
------- ------ ---------------- ------------
1996 5 $ 1,659,047.76 0.73 %
1997 691 $ 225,862,779.73 99.27 %
------ ---------------- ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== ================
22
<PAGE>
f) Current Loan-to-Value Ratios:
1997-4
Group II
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 51 $ 18,237,016.28 8.02 %
60.01-70.00% 79 $ 27,467,356.84 12.07 %
70.01-75.00% 85 $ 27,171,400.00 11.94 %
75.01-80.00% 383 $ 127,417,790.54 56.00 %
80.01-85.00% 10 $ 2,940,020.58 1.29 %
85.01-90.00% 69 $ 19,757,675.37 8.68 %
90.01-95.00% 19 $ 4,530,567.88 1.99 %
------ ---------------- ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== ================
23
<PAGE>
g) Types of Mortgaged Properties:
1997-4
Group II
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
------------ ------ ----------------- ------------
SINGLE FAMILY DETACHED 507 $ 167,869,246.52 73.78 %
DUPLEX 3 $ 1,298,725.41 0.57 %
CONDOMINIUM 40 $ 11,249,771.78 4.94 %
PLANNED UNIT DEVELOPMENT 146 $ 47,104,083.78 20.70 %
------ ----------------- ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== =================
24
<PAGE>
h) Geographic Distribution by state:
1997-4
Group II
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ARIZONA 1 $ 290,599.87 0.13 %
CALIFORNIA 654 $ 213,760,326.78 93.95 %
COLORADO 1 $ 320,573.57 0.14 %
FLORIDA 5 $ 1,310,567.64 0.58 %
GEORGIA 4 $ 1,067,708.14 0.47 %
HAWAII 7 $ 3,240,822.17 1.42 %
NEVADA 2 $ 839,600.00 0.37 %
OKLAHOMA 2 $ 369,047.87 0.16 %
OREGON 4 $ 1,279,550.43 0.56 %
TEXAS 4 $ 1,132,919.85 0.50 %
WASHINGTON 12 $ 3,910,111.17 1.72 %
------ ----------------- ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== ===============
25
<PAGE>
i) Scheduled maturity years:
1997-4
Group II
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2016 1 $ 180,847.87 0.08 %
2026 8 $ 2,484,380.31 1.09 %
2027 687 $ 224,856,599.31 98.83 %
------ ------------------ ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== ==================
Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 358.3 months
Latest scheduled maturity of any Mortgage Loan:
June, 2027
26
<PAGE>
j) Original Terms:
1997-4
Group II
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
240 1 $ 180,847.87 0.08 %
360 695 $ 227,340,979.62 99.92 %
------ ---------------- ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== ================
27
<PAGE>
k) Documentation Program Types:
1997-4
Group II
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
------------------------- ------ ---------------- ------------
FULL DOCUMENTATION 644 $ 213,554,118.00 93.86 %
LIMITED DOCUMENTATION 52 $ 13,967,709.49 6.14 %
------ ---------------- ------------
TOTAL 696 $ 227,521,827.49 100.00 %
====== ================
28
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is furnished herewith:
4.1 Pooling and Servicing Agreement between PNC
Mortgage Securities Corp., Depositor and Master
Servicer, and First Bank National Association,
Trustee, dated as of June 1, 1997.
29
<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: June 27, 1997.
PNC MORTGAGE SECURITIES CORP.
(Registrant)
By: \s\ Thomas G. Lehmann
--------------------------------
Thomas G. Lehmann
Vice President
(Authorized Officer)
30
<PAGE>
EXECUTION VERSION
PNC MORTGAGE SECURITIES CORP.,
as Depositor and Master Servicer
and
FIRST BANK
NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
$292,197,087.18
PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates
Series 1997-4
(Certificate Trust)
First Level Mortgage Pass-Through Certificates
Series 1997-4
(First Level Certificate Trust)
Mortgage Trust Pass-Through Certificates
Series 1997-4
(Mortgage Trust)
Cut-Off Date: June 1, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
Preliminary Statement................................................... 1
ARTICLE I
Section 1.01. DEFINITIONS........................................... 5
Aggregate Certificate Principal Balance............... 5
Appraised Value....................................... 6
Authenticating Agent.................................. 6
Authorized Denomination............................... 6
Bankruptcy Coverage................................... 6
Bankruptcy Coverage Initial Amount.................... 6
Bankruptcy Loss....................................... 6
Beneficial Holder:.................................... 6
Book-Entry Certificates............................... 6
Business Day.......................................... 6
Buydown Agreement..................................... 7
Buydown Fund.......................................... 7
Buydown Fund Account.................................. 7
Buydown Loan.......................................... 7
Certificate........................................... 7
Certificate Account................................... 7
Certificate Principal Balance......................... 8
Certificate Register and Certificate Registrar........ 8
Certificate Trust Available Distribution Amount....... 8
Certificate Trust Certificate Distribution Amount..... 8
Certificate Trust Certificates........................ 8
Certificate Trust Fund................................ 9
Certificateholder or Holder........................... 9
Class................................................. 9
Class A Certificates.................................. 9
Class B Certificates.................................. 9
Class B Loan Group Component Balance.................. 9
Class B Percentage.................................... 10
Class B-1 Certificates................................ 10
Class B-2 Certificates................................ 10
Class B-3 Certificates................................ 10
Class B-4 Certificates................................ 10
Class B-5 Certificates................................ 10
Class B-6 Certificates................................ 10
Class B1-L Certificates............................... 10
Class B2-L Certificates............................... 10
Class B3-L Certificates............................... 10
Class B4-L Certificates............................... 10
Class B5-L Certificates............................... 11
Class B6-L Certificates............................... 11
i
<PAGE>
Page
Class IIP Certificates................................ 11
Class IIP Fraction.................................... 11
Class IIP Mortgage Loan............................... 11
Class IIP-L Certificates.............................. 11
Class IIP-M Certificates.............................. 11
Class IIPP-1 Certificates............................. 11
Class IIPP-2 Certificates............................. 11
Class IIPP-3 Certificates............................. 11
Class IIPP-3 Liquidation Amount....................... 11
Class IIPP-3 Percentage............................... 12
Class IIPP-3 Prepayment Percentage.................... 12
Class IIPP-3 Principal Distribution Amount............ 12
Class IIPP-4 Certificates............................. 12
Class IIPP-5 Certificates............................. 12
Class IIPP-6 Certificates............................. 12
Class IIPP-6 Notional Amount.......................... 12
Class IIPP1-L Certificates............................ 12
Class IIPP2-L Certificates............................ 12
Class IIPP3-L Certificates............................ 13
Class IIPP4-L Certificates............................ 13
Class IIPP5-L Certificates............................ 13
Class IIX Certificates................................ 13
Class IIX Notional Amount............................. 13
Class IIX-L Certificates.............................. 13
Class IIX-M Certificates.............................. 13
Class IP Certificates................................. 13
Class IP Fraction..................................... 13
Class IP Mortgage Loan................................ 13
Class IP-L Certificates............................... 14
Class IP-M Certificates............................... 14
Class IPP-1 Certificates.............................. 14
Class IPP-2 Certificates.............................. 14
Class IPP-3 Certificates.............................. 14
Class IPP-4 Certificates.............................. 14
Class IPP-4 Liquidation Amount........................ 14
Class IPP-4 Percentage................................ 14
Class IPP-4 Prepayment Percentage..................... 14
Class IPP-4 Principal Distribution Amount............. 15
Class IPP1-L Certificates............................. 15
Class IPP2-L Certificates............................. 15
Class IPP3-L Certificates............................. 15
Class IPP4-L Certificates............................. 15
Class IX Certificates................................. 15
Class IX Notional Amount.............................. 15
Class IX-L Certificates............................... 15
Class IX-M Certificates............................... 15
Class Notional Amount................................. 16
Class P Certificates.................................. 16
ii
<PAGE>
Page
Class P Fraction...................................... 16
Class P Mortgage Loans................................ 16
Class P-M Certificates................................ 16
Class Principal Balance............................... 16
Class R Certificates.................................. 16
Class R-L Certificates................................ 16
Class R-1 Certificates................................ 16
Class R-2 Certificates................................ 17
Class X Certificates.................................. 17
Class X Notional Amount............................... 17
Class X-M Certificates................................ 17
Class Y Certificates.................................. 17
Class Y Principal Reduction Amounts................... 17
Class Y-1 Certificates................................ 19
Class Y-1 Principal Distribution Amount............... 19
Class Y-2 Certificates................................ 19
Class Y-2 Principal Distribution Amount............... 19
Class Z Certificates.................................. 19
Class Z Principal Reduction Amounts................... 19
Class Z-1 Certificates................................ 20
Class Z-1 Principal Distribution Amount............... 20
Class Z-2 Certificates................................ 20
Class Z-2 Principal Distribution Amount............... 20
Clearing Agency....................................... 20
Closing Date.......................................... 20
Code.................................................. 20
Company............................................... 20
Compensating Interest................................. 20
Cooperative........................................... 20
Cooperative Apartment................................. 20
Cooperative Stock..................................... 20
Corporate Trust Office................................ 21
Corresponding Class................................... 21
Credit Support Depletion Date......................... 21
Curtailment........................................... 21
Curtailment Shortfall................................. 21
Custodial Account for P&I............................. 21
Custodial Account for Reserves........................ 22
Custodial Agreement................................... 22
Custodian............................................. 22
Cut-Off Date.......................................... 22
Definitive Certificates............................... 22
Depositary Agreement.................................. 22
Destroyed Mortgage Note............................... 22
Determination Date.................................... 22
Disqualified Organization............................. 22
Distribution Date..................................... 22
DTC................................................... 22
iii
<PAGE>
Page
DTC Participant....................................... 22
Due Date.............................................. 23
Eligible Institution.................................. 23
Eligible Investments.................................. 23
ERISA................................................. 24
Event of Default...................................... 24
Excess Liquidation Proceeds........................... 24
FDIC.................................................. 24
FHA................................................... 24
FHLB.................................................. 24
FHLMC................................................. 24
Fitch................................................. 24
First Level Certificate Trust Available
Distribution Amount................................. 24
First Level Certificate Trust Certificate
Distribution Amount................................. 25
First Level Certificate Trust Certificates............ 32
First Level Certificate Trust Fund.................... 32
FNMA.................................................. 32
Fraud Coverage........................................ 32
Fraud Coverage Initial Amount......................... 33
Fraud Loss............................................ 33
Group I Certificates.................................. 33
Group I Loan.......................................... 33
Group I Subordinate Amount............................ 33
Group IA Certificates................................. 33
Group IA Liquidation Amount........................... 33
Group IA Percentage................................... 33
Group IA Prepayment Percentage or Group IIA Prepayment
Percentage.......................................... 34
Group IA Principal Distribution Amount................ 35
Group II Certificates................................. 35
Group II Loan......................................... 35
Group II Subordinate Amount........................... 35
Group IIA Certificates................................ 35
Group IIA Liquidation Amount.......................... 35
Group IIA Percentage.................................. 36
Group IIA Principal Distribution Amount............... 36
Indirect DTC Participants............................. 36
Insurance Proceeds.................................... 36
Interest Distribution Amount.......................... 36
Investment Account.................................... 36
Investment Depository................................. 36
Junior Subordinate Certificates....................... 37
Lender................................................ 37
Liquidated Mortgage Loan.............................. 37
Liquidation Principal................................. 37
Liquidation Proceeds.................................. 37
Loan Group............................................ 37
Loan Group I.......................................... 37
iv
<PAGE>
Page
Loan Group II......................................... 37
Loan-to-Value Ratio................................... 37
Master Servicer....................................... 37
Master Servicing Fee.................................. 37
Monthly P&I Advance................................... 37
Monthly Payment....................................... 38
Mortgage.............................................. 38
Mortgage File......................................... 38
Mortgage Interest Rate................................ 39
Mortgage Loan Schedule................................ 39
Mortgage Loans........................................ 39
Mortgage Note......................................... 39
Mortgage Pool......................................... 39
Mortgage Trust Available Distribution Amount.......... 40
Mortgage Trust Certificate Distribution Amount........ 41
Mortgage Trust Certificates........................... 42
Mortgage Trust Fund................................... 42
Mortgaged Property.................................... 42
Mortgagor............................................. 42
Nonrecoverable Advance................................ 42
Non-U.S. Person....................................... 43
OTS................................................... 43
Officer's Certificate................................. 43
Opinion of Counsel.................................... 43
Original Value........................................ 43
Ownership Interest.................................... 43
Pass-Through Entity................................... 43
Pass-Through Rate..................................... 43
Paying Agent.......................................... 43
Payoff................................................ 43
Payoff Earnings....................................... 43
Payoff Interest....................................... 44
Payoff Period......................................... 44
Percentage Interest................................... 44
Permitted Transferee.................................. 45
Person................................................ 45
Prepaid Monthly Payment............................... 45
Primary Insurance Policy.............................. 45
Principal Balance..................................... 45
Principal Payment..................................... 46
Principal Payment Amount.............................. 46
Principal Prepayment.................................. 46
Principal Prepayment Amount........................... 46
Prior Period.......................................... 46
Pro Rata Allocation................................... 47
Purchase Obligation................................... 47
Purchase Price........................................ 47
Qualified Insurer..................................... 47
v
<PAGE>
Page
Rating Agency......................................... 47
Ratings............................................... 48
Realized Loss......................................... 48
Record Date........................................... 49
Regular Interest Certificates......................... 49
REMIC................................................. 50
REMIC Provisions...................................... 50
Remittance Rate....................................... 50
Residual Certificates................................. 50
Residual Distribution Amount.......................... 50
Responsible Officer................................... 50
S&P................................................... 50
Securities Act........................................ 50
Selling and Servicing Contract........................ 50
Senior Certificates................................... 51
Senior Subordinate Certificates....................... 51
Servicer.............................................. 51
Servicing Fee......................................... 51
Servicing Officer..................................... 51
Special Hazard Coverage............................... 51
Special Hazard Coverage Initial Amount................ 51
Special Hazard Loss................................... 51
Step Down Percentage.................................. 52
Stripped Interest Rate................................ 52
Subordinate Certificates.............................. 52
Subordinate Liquidation Amount........................ 52
Subordinate Percentage................................ 52
Subordinate Prepayment Percentage..................... 52
Subordinate Principal Distribution Amount............. 52
Subordination Level................................... 53
Substitute Mortgage Loan.............................. 53
Tax Matters Person.................................... 53
Termination Date...................................... 53
Termination Payment................................... 53
Transfer.............................................. 53
Transferee............................................ 53
Transferee Affidavit and Agreement ................... 53
Trustee............................................... 53
Uncollected Interest.................................. 54
Uncompensated Interest Shortfall...................... 54
Underwriter........................................... 54
Underwriting Standards................................ 54
Uninsured Cause....................................... 54
U.S. Person........................................... 54
VA.................................................... 54
Withdrawal Date....................................... 55
15-Year Premium Rate Mortgage Loans................... 55
30-Year Premium Rate Mortgage Loans................... 55
vi
<PAGE>
ARTICLE II
CONVEYANCE OF THE TRUST FUNDS; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE MORTGAGE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 2.02. ACCEPTANCE BY TRUSTEE . . . . . . . . . . . . . . . . . . . 59
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . . . 60
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES . . . . . . . . . . . . . . . . . . . 64
Section 2.05. CONVEYANCE OF THE FIRST LEVEL CERTIFICATE TRUST FUND; REMIC
ELECTION AND DESIGNATIONS. . . . . . . . . . . . . . . . . . 65
Section 2.06. ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . . . . . . 67
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE TRUST CERTIFICATES. . . . . . . . . . . . . . . . . 67
Section 2.08. AUTHENTICATION OF FIRST LEVEL CERTIFICATE TRUST CERTIFICATES
AND THE CLASS R-2 CERTIFICATES . . . . . . . . . . . . . . . 68
Section 2.09. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 2.10. ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . . . . . . 71
Section 2.11. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
FIRST LEVEL CERTIFICATE TRUST CERTIFICATES . . . . . . . . . 71
Section 2.12. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND THE
CLASS R CERTIFICATES . . . . . . . . . . . . . . . . . . . . 72
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. . . . . . . . . . . . . 72
Section 3.02. CUSTODIAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 73
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS . . . . . . . . . 74
Section 3.04. THE CERTIFICATE ACCOUNT. . . . . . . . . . . . . . . . . . . . 75
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE
BUYDOWN FUND ACCOUNTS. . . . . . . . . . . . . . . . . . . . . 75
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 3.07. MAINTENANCE OF HAZARD INSURANCE. . . . . . . . . . . . . . . . 77
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. . . 78
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. . . . . . . . . . . 78
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. . . . . . . . 80
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS. . . . . 80
Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT. . . . . 81
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. . . . . . . . . . . . . . . 81
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
MORTGAGE LOANS. . .. . . . . . . . . . . . . . . . . . . . . . 81
vii
<PAGE>
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. . . . 81
Section 3.16. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 3.17. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 3.18. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 3.19. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 3.20. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING CONTRACTS
BY TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . 82
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. MORTGAGE TRUST DISTRIBUTIONS . . . . . . . . . . . . . . . . . 82
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS. . . . . . . . 83
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO THE
TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 4.04. NONRECOVERABLE ADVANCES. . . . . . . . . . . . . . . . . . . . 85
Section 4.05. FIRST LEVEL CERTIFICATE TRUST DISTRIBUTIONS. . . . . . . . . . 86
Section 4.06. STATEMENTS TO FIRST LEVEL CERTIFICATE TRUST CERTIFICATEHOLDERS 87
Section 4.07. CERTIFICATE TRUST DISTRIBUTIONS. . . . . . . . . . . . . . . . 88
Section 4.08. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS . . . . . . 88
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . 90
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF PRINCIPAL
AND AUTHORIZED DENOMINATIONS . . . . . . . . . . . . . . . . 95
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. . . . . 95
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. . . . . . . 96
Section 5.05. PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . . . . 96
Section 5.06. TEMPORARY CERTIFICATES . . . . . . . . . . . . . . . . . . . . 96
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES.. . . . . . . . . . . . 97
Section 5.08. NOTICES TO CLEARING AGENCY . . . . . . . . . . . . . . . . . . 98
Section 5.09. DEFINITIVE CERTIFICATES. . . . . . . . . . . . . . . . . . . . 98
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. . . . . . . . . . . . . . 98
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER . . . . . . . 99
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER SERVICER. 99
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER
AND OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. . . . . . . . . 100
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . 100
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR . . . . . . . . . . . 103
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS . . . . . . . . . . . . . . 103
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . 103
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. . . . . . . . . . . . . 104
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. . . . . 105
Section 8.04. TRUSTEE MAY OWN CERTIFICATES . . . . . . . . . . . . . . . . . 106
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES . . . . 106
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE . . . . . . . . . . . . . 106
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE . . . . . . . . . . . . . . 106
Section 8.08. SUCCESSOR TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . 107
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE . . . . . . . . . . . . . . 107
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. . . . . . . . . 108
Section 8.11. AUTHENTICATING AGENTS. . . . . . . . . . . . . . . . . . . . . 109
Section 8.12. PAYING AGENTS. . . . . . . . . . . . . . . . . . . . . . . . . 109
ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION OF ALL
LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS. . . . . . . . . . . . . . 112
Section 9.03. TRUSTS IRREVOCABLE . . . . . . . . . . . . . . . . . . . . . . 112
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 113
Section 10.02. RECORDATION OF AGREEMENT. . . . . . . . . . . . . . . . . . . 113
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. . . . . . . . . . 114
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. . . . . . . . . . . . . 115
Section 10.05. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . 115
Section 10.06. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
Section 10.07. SEVERABILITY OF PROVISIONS. . . . . . . . . . . . . . . . . . 116
Section 10.08. COUNTERPART SIGNATURES. . . . . . . . . . . . . . . . . . . . 116
Section 10.09. BENEFITS OF AGREEMENT . . . . . . . . . . . . . . . . . . . . 116
Section 10.10. NOTICES AND COPIES TO RATING AGENCY . . . . . . . . . . . . . 116
ix
<PAGE>
EXHIBITS
Exhibit A -- Forms of Certificate Trust Certificates
Exhibit B -- Forms of Residual Certificates
Exhibit C -- Forms of First Level Certificate Trust Certificates
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Form of Selling and Servicing Contract
Exhibit F -- Form of Transferor Certificate for Class B-4, Class B-5 and
Class B-6 Certificates
Exhibit G -- Form of Transferee's Certificate for Class B-4, Class B-5 and
Class B-6 Certificates
Exhibit H -- Form of Additional Matter Incorporated into the Form of the
Mortgage Trust Certificates
Exhibit I -- Form of Transferor Certificate
Exhibit J -- Form of Transferee Affidavit and Agreement
Exhibit K -- Form of Additional Matter Incorporated into the Form of the
First Level Certificate Trust Certificates
Exhibit L -- Form of Rule 144A Investment Representation
Exhibit M -- Form of Trustee's Certificate of Review of Mortgage Loans
Exhibit N -- Schedule of Certain Mortgage Loans With Group Primary
Insurance Policies
Exhibit O -- Forms of Mortgage Trust Certificates
Exhibit P -- Form of Additional Matter Incorporated into the Form of the
Certificate Trust Certificates
x
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of June 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
Mortgage Trust Fund. On the Closing Date, the Company will acquire the
Mortgage Trust Certificates and the Class R-1 Certificates from the Mortgage
Trust Fund as consideration for its transfer to the Mortgage Trust Fund of
the Mortgage Loans and certain other assets and will be the owner of the
Mortgage Trust Certificates and the Class R-1 Certificates, will acquire the
First Level Certificate Trust Certificates and the Class R-2 Certificates
from the First Level Certificate Trust Fund as consideration for its transfer
to the First Level Certificate Trust Fund of the Mortgage Trust Certificates
and will be the owner of the First Level Certificate Trust Certificates and
the Class R-2 Certificates, and will acquire the Certificate Trust
Certificates and the Class R Certificates from the Certificate Trust Fund as
consideration for its transfer to the Certificate Trust Fund of the First
Level Certificate Trust Certificates and will be the owner of the Certificate
Trust Certificates and the Class R Certificates. The Company has duly
authorized the execution and delivery of this Agreement to provide for the
conveyance to the Trustee of the Mortgage Loans and the issuance to the
Company of the Mortgage Trust Certificates and Class R-1 Certificates
representing in the aggregate the entire beneficial ownership of the Mortgage
Trust Fund, the conveyance to the Trustee by the Company of the Mortgage
Trust Certificates and the issuance to the Company of the First Level
Certificate Trust Certificates and Class R-2 Certificates representing in the
aggregate the entire beneficial interest in the First Level Certificate Trust
Fund, and the conveyance to the Trustee by the Company of the First Level
Certificate Trust Certificates and the issuance to the Company of the
Certificate Trust Certificates and Class R Certificates representing in the
aggregate the entire beneficial interest in the Certificate 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
Mortgage Trust Fund are for the benefit of the Holders from time to time of
the Mortgage Trust Certificates and the Class R-1 Certificates. All covenants
and agreements made by the Company and the Trustee herein with respect to the
Mortgage Trust Certificates and the other property constituting the First
Level Certificate Trust Fund are for the benefit of the Holders from time to
time of the First Level Certificate Trust Certificates and the Class R-2
Certificates. All covenants and agreements made by the Company and the
Trustee herein with respect to the First Level Certificate Trust Certificates
and the other property constituting the Certificate Trust Fund are for the
benefit of the Holders from time to time of the Certificate Trust
Certificates and the Class R Certificates. The Company is entering into this
Agreement, and the Trustee is accepting the three separate trusts created
hereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.
The Residual Certificates and the Certificate Trust Certificates issued
hereunder, other than the Class B-4, Class B-5 and Class B-6 Certificates,
have been offered for sale pursuant to a Prospectus, dated November 21, 1996,
and a Prospectus Supplement, dated June 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 June
27, 1997. The Mortgage Trust Fund, the First Level Certificate Trust Fund and
the Certificate Trust Fund created hereunder are intended to be the "Mortgage
Trust," the "First Level Certificate Trust" and the "Certificate Trust,"
respectively, as described in the Prospectus and the Private Placement
Memorandum and the Certificate Trust Certificates and the Residual
Certificates are intended to be the "Certificates" described therein. The
following tables set forth the designation, type of interest, initial
Remittance Rate, initial Class Principal Balance and last scheduled
1
<PAGE>
Distribution Date for each Class of Certificates comprising the interests in
the Mortgage Trust Fund, the First Level Certificate Trust Fund and the
Certificate Trust Fund created hereunder:
<TABLE>
<CAPTION>
MORTGAGE TRUST FUND
INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE(1) BALANCE DISTRIBUTION DATE*
<S> <C> <C> <C> <C>
Class Y-1 Regular 7.000% $323,376.30 July 25, 2027
Class Y-2 Regular 7.500% 1,137,608.95 July 25, 2027
Class Z-1 Regular 7.000% 63,755,991.39 July 25, 2027
Class Z-2 Regular 7.500% 224,847,672.81 July 25, 2027
Class IP-M Regular (2) 595,842.00 July 25, 2027
Class IX-M Regular 7.000%(3) 0.00 July 25, 2027
Class IIP-M Regular (2) 1,536,545.73 July 25, 2027
Class IIX-M Regular 7.500%(3) 0.00 July 25, 2027
Class R-1+ Residual 7.000% 50.00 July 25, 2027
</TABLE>
_________________
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool (the "latest possible maturity
date" for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations).
+ The Class R-1 Certificates are entitled to receive the applicable Residual
Distribution Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Mortgage Trust Certificates and Class R-1
Certificates on each Distribution Date will have accrued during the Prior
Period at the applicable per annum Remittance Rate, except for the Class
IP-M and Class IIP-M Certificates which will not be entitled to
distributions of interest.
(2) The Class IP-M and Class IIP-M Certificates will not have a Remittance Rate
and will not be entitled to distributions of interest.
(3) The Remittance Rate on the Class IX-M and Class IIX-M Certificates will be
7.000% and 7.500% per annum, respectively. The Class IX-M and Class IIX-M
Certificates will accrue interest on the Class IX Notional Amount and Class
IIX Notional Amount, respectively. The Class IX Notional Amount and Class
IIX Notional Amount as of the Cut-Off Date will be approximately $2,071,948
and $6,552,790, respectively. The Class IX-M and Class IIX-M Certificates
will not be entitled to distributions of principal.
As provided herein, with respect to the Mortgage Trust Fund, the Company
will cause an election to be made on behalf of the Mortgage Trust Fund to be
treated for federal income tax purposes as a REMIC. The Class Y-1, Class Y-2,
Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class IIP-M and Class IIX-M
Certificates will be designated "regular interests" in the Mortgage Trust
Fund and the Class R-1 Certificates will be designated the sole class of
"residual interests" in the Mortgage Trust Fund, for purposes of the REMIC
Provisions.
2
<PAGE>
<TABLE>
<CAPTION>
FIRST LEVEL CERTIFICATE TRUST FUND
INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE(1) BALANCE DISTRIBUTION DATE*
<S> <C> <C> <C> <C>
Class IPP1-L Regular 7.000% $38,992,477.00 July 25, 2027
Class IPP2-L Regular 7.000% 4,392,000.00 July 25, 2027
Class IPP3-L Regular 7.000% 6,068,000.00 July 25, 2027
Class IPP4-L Regular 7.000% 12,363,156.00 July 25, 2027
Class IP-L Regular (2) 595,842.00 July 25, 2027
Class IX-L Regular 7.000%(3) 0.00 July 25, 2027
Class IIPP1-L Regular 7.500% 91,000,000.00 July 25, 2027
Class IIPP2-L Regular 7.500% 21,485,000.00 July 25, 2027
Class IIPP3-L Regular 7.500% 43,604,403.00 July 25, 2027
Class IIPP4-L Regular 7.250% 53,085,098.00 July 25, 2027
Class IIPP5-L Regular 9.000% 8,847,516.00 July 25, 2027
Class IIP-L Regular (2) 1,536,545.73 July 25, 2027
Class IIX-L Regular 7.500%(3) 0.00 July 25, 2027
Class B1-L Regular (4) 3,652,463.00 July 25, 2027
Class B2-L Regular (4) 2,483,675.00 July 25, 2027
Class B3-L Regular (4) 1,607,083.00 July 25, 2027
Class B4-L Regular (4) 1,168,788.00 July 25, 2027
Class B5-L Regular (4) 438,295.00 July 25, 2027
Class B6-L Regular (4) 876,595.45 July 25, 2027
Class R-L Regular 7.000% 50.00 July 25, 2027
Class R-2+ Residual 7.000% 50.00 July 25, 2027
</TABLE>
_________________
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool (the "latest possible maturity
date" for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations).
+ The Class R-2 Certificates are entitled to receive the applicable Residual
Distribution Amount.
(1) Interest distributed to the First Level Certificate Trust Certificates and
Class R-2 Certificates on each Distribution Date will have accrued during
the Prior Period at the applicable per annum Remittance Rate, except for
the Class IP-L and Class IIP-L Certificates which will not be entitled to
distributions of interest.
(2) The Class IP-L and Class IIP-L Certificates will not have a Remittance Rate
and will not be entitled to distributions of interest.
(3) The Remittance Rate on the Class IX-L and Class IIX-L Certificates will be
7.000% and 7.500% per annum, respectively. The Class IX-L and Class IIX-L
Certificates will accrue interest on the Class IX Notional Amount and Class
IIX Notional Amount, respectively. The Class IX Notional Amount and Class
IIX Notional Amount as of the Cut-Off Date will be approximately $2,071,948
and $6,552,790, respectively. The Class IX-L and Class IIX-L Certificates
will not be entitled to distributions of principal.
(4) The Remittance Rate on the Class B1-L, Class B2-L, Class B3-L, Class B4-L,
Class B5-L and Class B6-L Certificates will equal the quotient expressed as
a percentage of (a) the sum of (i) the product of (x) 7.000% and (y) the
Group I Subordinate Amount and (ii) the product of (x) 7.500% and (y) the
Group II Subordinate Amount over (b) the sum of the Group I Subordinate
Amount and the Group II Subordinate Amount. The initial Remittance Rate
on the Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L and
Class B6-L Certificates will be approximately 7.389% per annum.
As provided herein, with respect to the First Level Certificate Trust
Fund, the Company will cause an election to be made on behalf of the First
Level Certificate Trust Fund to be treated for federal income tax purposes as
a REMIC. The First Level Certificate Trust Certificates (other than the Class
R-2 Certificates) will be designated "regular interests" in the First Level
Certificate Trust Fund and the Class R-2 Certificates will be designated the
sole class of "residual interests" in the First Level Certificate Trust Fund,
for purposes of the REMIC Provisions.
3
<PAGE>
<TABLE>
<CAPTION>
CERTIFICATE TRUST FUND
INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE(1) BALANCE DISTRIBUTION DATE*
<S> <C> <C> <C> <C>
Class IPP-1 Regular 7.000% $38,992,477.00 July 25, 2027
Class IPP-2 Regular 7.000% 4,392,000.00 July 25, 2027
Class IPP-3 Regular 7.000% 6,068,000.00 July 25, 2027
Class IPP-4 Regular 7.000% 12,363,156.00 July 25, 2027
Class IP Regular (2) 595,842.00 July 25, 2027
Class IX Regular 7.000%(3) 0.00 July 25, 2027
Class IIPP-1 Regular 7.500% 91,000,000.00 July 25, 2027
Class IIPP-2 Regular 7.500% 21,485,000.00 July 25, 2027
Class IIPP-3 Regular 7.250% 43,604,403.00 July 25, 2027
Class IIPP-4 Regular 7.250% 53,085,098.00 July 25, 2027
Class IIPP-5 Regular 9.000% 8,847,516.00 July 25, 2027
Class IIPP-6 Regular 7.500%(4) 0.00 July 25, 2027
Class IIP Regular (2) 1,536,545.73 July 25, 2027
Class IIX Regular 7.500%(3) 0.00 July 25, 2027
Class B-1 Regular (5) 3,652,463.00 July 25, 2027
Class B-2 Regular (5) 2,483,675.00 July 25, 2027
Class B-3 Regular (5) 1,607,083.00 July 25, 2027
Class B-4 Regular (5) 1,168,788.00 July 25, 2027
Class B-5 Regular (5) 438,295.00 July 25, 2027
Class B-6 Regular (5) 876,595.45 July 25, 2027
Class R+ Residual 7.000% 50.00 July 25, 2027
</TABLE>
_________________
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool (the "latest possible maturity
date" for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations).
+ The Class R Certificates are entitled to receive the applicable Residual
Distribution Amount.
(1) Interest distributed to the Certificate Trust Certificates and Class R
Certificates on each Distribution Date will have accrued during the Prior
Period at the applicable per annum Remittance Rate, except for the Class IP
and Class IIP Certificates which will not be entitled to distributions of
interest.
(2) The Class IP and Class IIP Certificates will not have a Remittance Rate and
will not be entitled to distributions of interest.
(3) The Remittance Rate on the Class IX and Class IIX Certificates will be
7.000% and 7.500% per annum, respectively. The Class IX and Class IIX
Certificates will accrue interest on the Class IX Notional Amount and Class
IIX Notional Amount, respectively. The Class IX Notional Amount and Class
IIX Notional Amount as of the Cut-Off Date will be approximately $2,071,948
and $6,552,790, respectively. The Class IX and Class IIX Certificates will
not be entitled to distributions of principal.
(4) The Remittance Rate on the Class IIPP-6 Certificates will be 7.500% per
annum. The Class IIPP-6 Certificates will accrue interest on the Class
IIPP-6 Notional Amount. The Class IIPP-6 Notional Amount with respect to
any Distribution Date will equal 3.33333333% (precisely 1/30) of the Class
IIPP-3 Principal Balance as of that Distribution Date. The Class IIPP-6
Notional Amount as of the Cut-Off Date will be approximately $1,453,480.
The Class IIPP-6 Certificates will not be entitled to distributions of
principal.
(5) The Remittance Rate on the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates will equal the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y) the
Group I Subordinate Amount and (ii) the product of (x) 7.500% and (y) the
Group II Subordinate Amount over (b) the sum of the Group I Subordinate
Amount and the Group II Subordinate Amount. The initial Remittance Rate
on the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will be approximately 7.389% per annum.
As provided herein, with respect to the Certificate Trust Fund, the
Company will cause an election to be made on behalf of the Certificate Trust
Fund to be treated for federal income tax purposes as a REMIC. The
Certificate Trust Certificates (other than the Class R Certificates) will be
designated "regular interests" in the Certificate Trust Fund and the Class R
Certificates will be designated the sole class of "residual interests" in the
Certificate Trust Fund, for purposes of the REMIC Provisions. As of the
Cut-Off Date, the Mortgage Loans will have an aggregate Principal Balance of
$292,197,087.18, the Mortgage Trust Certificates and the Class R-1
Certificates will have an Aggregate Certificate Principal Balance of
$292,197,087.18, the First Level Certificate Trust Certificates and the Class
R-2 Certificates will have an Aggregate Certificate Principal Balance of
$292,197,037.18, and the Certificate Trust Certificates and the Class R
Certificates will have an Aggregate Certificate Principal Balance of
$292,196,987.18.
4
<PAGE>
WITNESSETH:
WHEREAS, the Company is a corporation duly organized and existing under
and by virtue of the laws of the State of Delaware and has full corporate
power and authority to enter into this Agreement and to undertake the
obligations undertaken by it herein;
WHEREAS, the Company is the owner of the Mortgage Loans identified in
the Mortgage Loan Schedule hereto having unpaid Principal Balances on the
Cut-Off Date as stated therein;
WHEREAS, the Company has been duly authorized to create a trust (the
"Mortgage Trust") to (i) hold the Mortgage Trust Fund, consisting of the
Mortgage Loans and certain other property and (ii) sell undivided beneficial
ownership interests in such Mortgage Trust and to do so is selling the
Mortgage Trust Certificates and Class R-1 Certificates issued hereunder as
hereinafter provided;
WHEREAS, the Company has been duly authorized to create a trust (the
"First Level Certificate Trust") to (i) hold the First Level Certificate
Trust Fund consisting of the Mortgage Trust Certificates and (ii) sell
undivided beneficial ownership interests in such First Level Certificate
Trust and to do so is selling the First Level Certificate Trust Certificates
and Class R-2 Certificates issued hereunder as hereinafter provided;
WHEREAS, the Company has been duly authorized to create a trust (the
"Certificate Trust") to (i) hold the Certificate Trust Fund consisting of the
First Level Certificate Trust Certificates and (ii) sell undivided beneficial
ownership interests in such Certificate Trust and to do so is selling the
Certificate Trust Certificates and Class R Certificates issued hereunder as
hereinafter provided; and
WHEREAS, the Trustee is a national banking association duly organized
and existing under the laws of the United States and has full power and
authority to enter into this Agreement.
NOW, THEREFORE, in order to declare the terms and conditions upon which
the Certificates are, and are to be, authenticated, issued and delivered, and
in consideration of the premises and of the purchase and acceptance of the
Certificates by the Holders thereof, the Company covenants and agrees with
the Trustee, for the equal and proportionate benefit of the respective
Holders from time to time of the Certificates, as follows:
ARTICLE I
Section 1.01. DEFINITIONS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time, (a) the sum
of the then current Class Principal Balances of the Certificate Trust
Certificates and Class R Certificates, (b) the sum of the then current Class
Principal Balances of the First Level Certificate Trust Certificates and
Class R-2 Certificates or (c) the sum of the then current Class Principal
Balances of the Mortgage Trust Certificates and Class R-1 Certificates, as
applicable.
5
<PAGE>
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.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11.
AUTHORIZED DENOMINATION: With respect to the Certificates (except the
Residual, Class IPP-2, Class IPP-3, Class IIPP-2, Class IIPP-6, Class IX,
Class IIX and Class R-L Certificates), an initial Certificate Principal
Balance equal to $25,000 and integral multiples of $1 in excess thereof,
except that one Certificate of each such Class may be issued in a different
amount that is not a multiple of $1. With respect to each of the Residual
Certificates, one Certificate with a Percentage Interest equal to 0.01% and
one Certificate with a Percentage Interest equal to 99.99%. With respect to
the Class IPP-2, Class IPP-3 and Class IIPP-2 Certificates, an initial
Certificate Principal Balance equal to $1,000 and integral multiples of $1 in
excess thereof. With respect to the Class IIPP-6, Class IX and Class IIX
Certificates, a Class Notional Amount as of the Cut-Off Date equal to
$100,000 and integral multiples of $1 in excess thereof, except that one
Certificate of each such Class may be issued in a different amount. With
respect to the Class R-L Certificates, one Certificate with an initial
Certificate Principal Balance equal to $50.
BANKRUPTCY COVERAGE: The Bankruptcy Coverage Initial Amount less (a) any
scheduled or permissible reduction in the amount of Bankruptcy Coverage
pursuant to this definition and (b) Bankruptcy Losses allocated to the
Certificates. Bankruptcy Coverage may be reduced upon written confirmation
from the Rating Agency that such reduction will not adversely affect the then
current ratings assigned to the Certificates by the Rating Agency.
BANKRUPTCY COVERAGE INITIAL AMOUNT: $107,600.
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 that are Certificate
Trust Certificates, beneficial ownership and transfers of which shall be made
through book entries as described in Section 5.07.
BUSINESS DAY: Any day other than a Saturday, a Sunday, or a day on which
banking institutions in Chicago, Illinois or New York, New York are authorized
or obligated by law or executive order to be closed.
6
<PAGE>
BUYDOWN AGREEMENT: An agreement between a Person and a Mortgagor
pursuant to which such Person has provided a Buydown Fund.
BUYDOWN FUND: A fund provided by the originator of a Mortgage Loan or
another Person with respect to a Buydown Loan which provides an amount
sufficient to subsidize regularly scheduled principal and interest payments
due on such Buydown Loan for a period. Buydown Funds may be (i) funded at the
par values of future payment subsidies, or (ii) funded in an amount less than
the par values of future payment subsidies, and determined by discounting
such par values in accordance with interest accruing on such amounts, in
which event they will be deposited in an account bearing interest. Buydown
Funds may be held in a separate Buydown Fund Account or may be held in a
Custodial Account for P&I or a Custodial Account for Reserves and monitored
by a Servicer.
BUYDOWN FUND ACCOUNT: A separate account or accounts created and
maintained pursuant to Section 3.02 (a) with the corporate trust department
of the Trustee or another financial institution approved by the Master
Servicer, (b) within FDIC insured accounts (or other accounts with comparable
insurance coverage acceptable to the Rating Agency) created, maintained and
monitored by a Servicer or (c) in a separate non-trust account without FDIC
or other insurance in an Eligible Institution. Such account or accounts may
be non-interest bearing or may bear interest. In the event that a Buydown
Fund Account is established pursuant to clause (b) of the preceding sentence,
amounts held in such Buydown Fund Account shall not exceed the level of
deposit insurance coverage on such account; accordingly, more than one
Buydown Fund Account may be established.
BUYDOWN LOAN: A Mortgage Loan for which the Mortgage Interest Rate has been
subsidized through a Buydown Fund provided at the time of origination of such
Mortgage Loan.
CERTIFICATE: Any one of the Mortgage Trust Certificates, the Class R-1
Certificates, the First Level Certificate Trust Certificates, the Class R-2
Certificates, the Certificate Trust Certificates or the Class R Certificates,
issued pursuant to this Agreement, executed by the Trustee and authenticated
by or on behalf of the Trustee hereunder in substantially one of the forms
set forth in Exhibits A, B, C and O hereto. The additional matter appearing
in Exhibit P shall be deemed incorporated into Exhibit A and the form of the
Class R Certificates as though set forth at the end of Exhibit A and the
appropriate portion of Exhibit B, as applicable, the additional matter
appearing in Exhibit K shall be deemed incorporated into Exhibit C and the
form of the Class R-2 Certificates as though set forth at the end of Exhibit
C and the appropriate portion of Exhibit B, as applicable, and the additional
matter appearing in Exhibit H shall be deemed incorporated into Exhibit O and
the form of the Class R-1 Certificates as though set forth at the end of
Exhibit O and the appropriate portion of Exhibit B, as applicable.
CERTIFICATE ACCOUNT: The separate trust account created and maintained
with the Trustee, the Investment Depository or any other bank or trust
company acceptable to the Rating Agency which is incorporated under the laws
of the United States or any state thereof pursuant to Section 3.04, which
account shall bear a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Trustee on behalf of the
Certificateholders or any other account serving a similar function acceptable
to the Rating Agency. Funds in the Certificate Account in respect of the
Mortgage Loans in Loan Group I and the Mortgage Loans in Loan Group II and
amounts withdrawn from the Certificate Account attributable to each of such
Loan Groups shall be accounted for separately. Funds in the Certificate
Account may be invested in Eligible Investments and reinvestment earnings
thereon (net of investment losses and Payoff Earnings applied to Compensating
Interest) shall be paid to the Master Servicer as additional servicing
compensation, in the same manner and subject to the same terms and conditions
that apply to the Investment Account under this Agreement. Funds deposited in
the Certificate Account (exclusive of the Master Servicing Fee) shall be
held in trust for the Certificateholders and for the uses and purposes set
forth in Section 3.04, Section 3.05, Section 4.01, Section 4.05 and Section
4.07.
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CERTIFICATE PRINCIPAL BALANCE: For each Certificate of any Class, the
portion of the related Class Principal Balance, if any, represented by such
Certificate.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register maintained and
the registrar appointed, respectively, pursuant to Section 5.03.
CERTIFICATE TRUST AVAILABLE DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the aggregate of all distributions with respect to the
First Level Certificate Trust Certificates.
CERTIFICATE TRUST CERTIFICATE DISTRIBUTION AMOUNT: For any Distribution
Date, the Certificate Trust Available Distribution Amount shall be
distributed to the Certificate Trust Certificates and Class R Certificates in
the following amounts and priority:
(i) (A) to each Class of Certificate Trust Certificates, other than
the Class IIPP-3 and Class IIPP-6 Certificates, the amounts distributed to
its Corresponding Class on such Distribution Date, (B) to the Class IIPP-3
Certificates, the amount distributed to the Class IIPP3-L Certificates as
principal on such Distribution Date and (C) to the Class IIPP-3 and Class
IIPP-6 Certificates, concurrently, the amount distributed as interest to
the Class IIPP3-L Certificates on such Distribution Date, as follows: (x)
to the Class IIPP-3 Certificates, an amount equal to the product of 1/12th
of the Class IIPP-3 Remittance Rate and the Class IIPP-3 Principal Balance
on such Distribution Date before allocating Realized Losses and giving
effect to distributions of interest and principal, in each case for such
Distribution Date and (y) to the Class IIPP-6 Certificates, the product of
1/12th of the Class IIPP-6 Remittance Rate and the Class IIPP-6 Notional
Amount, in the case of each of clause (A), (B) and (C) above, pursuant to
the definition of "First Level Certificate Trust Certificate Distribution
Amount"; and
(ii) to the Class R Certificates, the sum of (a) the amounts
distributed to its Corresponding Class on such Distribution Date, and (b)
the applicable Residual Distribution Amount, if any.
In each case where a distribution is required to be made concurrently to
two Classes of Certificate Trust Certificates pursuant to the preceding
sentence, if the portion of the First Level Certificate Trust Certificate
Distribution Amount from which such distribution is required to be made is
insufficient to make such distribution in full to both Classes of Certificate
Trust Certificates, such distribution shall be allocated between the two Classes
of Certificate Trust Certificates pro rata according to the respective amounts
to which they are otherwise entitled from such distribution.
CERTIFICATE TRUST CERTIFICATES: The Class IPP-1, Class IPP-2, Class IPP-3,
Class IPP-4, Class IIPP-1, Class IIPP-2, Class IIPP-3, Class IIPP-4, Class
IIPP-5, Class IIPP-6, Class IP, Class IIP, Class IX, Class IIX, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates issued
pursuant to this Agreement.
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CERTIFICATE TRUST FUND: The Certificate Trust Fund created pursuant to
Section 2.04 of this Agreement. The Certificate Trust Fund consists of the
First Level Certificate Trust Certificates to be held by the Trustee for the
benefit of the Holders from time to time of the Certificate Trust
Certificates and the Class R Certificates hereunder.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes
of giving any consent pursuant to this Agreement, any Certificate registered
in the name of the Company, the Master Servicer or any affiliate thereof
shall be deemed not to be outstanding and the Percentage Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Percentage Interests necessary to effect any such consent has
been obtained; provided, that the Trustee may conclusively rely upon an
Officer's Certificate to determine whether any Person is an affiliate of the
Company or the Master Servicer.
CLASS: All Mortgage Trust Certificates or the Class R-1 Certificates
having the same priority and rights to payments on the Mortgage Loans from
the Mortgage Trust Available Distribution Amount, all First Level Certificate
Trust Certificates or the Class R-2 Certificates having the same priority and
rights to payment from distributions on the Mortgage Trust Certificates and
all Certificate Trust Certificates or the Class R Certificates having the
same priority and rights to payment from distributions on the First Level
Certificate Trust Certificates, as applicable, which Certificates, as
applicable, shall be designated as a separate Class, as set forth in the
applicable forms of Certificates attached hereto as Exhibits A, B, C and O.
Each Class of Mortgage Trust Certificates and the Class R-1 Certificates
shall be entitled to receive the amounts allocated to such Class pursuant to
the definition of "Mortgage Trust Certificate Distribution Amount" only to
the extent of the Mortgage Trust Available Distribution Amount for such
Distribution Date remaining after distributions in accordance with prior
clauses of the definition of "Mortgage Trust Certificate Distribution
Amount," each Class of First Level Certificate Trust Certificates and the
Class R-2 Certificates shall be entitled to receive the amounts allocated to
such Class pursuant to the definition of "First Level Certificate Trust
Certificate Distribution Amount" only to the extent of the First Level
Certificate Trust Available Distribution Amount for such Distribution Date
remaining after distributions in accordance with prior clauses of the
definition of "First Level Certificate Trust Certificate Distribution Amount"
and each Class of Certificate Trust Certificates and the Class R Certificates
shall be entitled to receive the amounts allocated to such Class pursuant to
the definition of "Certificate Trust Certificate Distribution Amount" only to
the extent of the Certificate Trust Available Distribution Amount for such
Distribution Date remaining after distributions in accordance with prior
clauses of the definition of "Certificate Trust Certificate Distribution
Amount."
CLASS A CERTIFICATES: With respect to the First Level Certificate Trust
Certificates, the Group IA and Group IIA Certificates, collectively or as
applicable, and with respect to the Certificate Trust Certificates, the Class
IPP-1, Class IPP-2, Class IPP-3, Class IPP-4, Class IIPP-1, Class IIPP-2,
Class IIPP-3, Class IIPP-4 and Class IIPP-5 Certificates, collectively.
CLASS B CERTIFICATES: The Class B1-L, Class B2-L, Class B3-L, Class
B4-L, Class B5-L and Class B6-L Certificates, collectively.
CLASS B LOAN GROUP COMPONENT BALANCE: At any time for any Loan Group,
the then outstanding aggregate Principal Balance of the Mortgage Loans in
such Loan Group minus the then outstanding aggregate Class Principal Balance
of the Group I and Residual Certificates, for Loan Group I, or Group II
Certificates, for Loan Group II.
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CLASS B PERCENTAGE: At any time, the sum of the Class Principal Balances
of the Class B Certificates divided by the then outstanding aggregate
Principal Balance of the Mortgage Loans.
CLASS B-1 CERTIFICATES: The Certificates designated as "Class B-1" on
the face thereof in substantially the form attached hereto as Exhibit A-15.
The Class B-1 Certificates shall be entitled to receive distributions related
to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-2 CERTIFICATES: The Certificates designated as "Class B-2" on
the face thereof in substantially the form attached hereto as Exhibit A-16.
The Class B-2 Certificates shall be entitled to receive distributions related
to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-3 CERTIFICATES: The Certificates designated as "Class B-3" on
the face thereof in substantially the form attached hereto as Exhibit A-17.
The Class B-3 Certificates shall be entitled to receive distributions related
to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-4 CERTIFICATES: The Certificates designated as "Class B-4" on
the face thereof in substantially the form attached hereto as Exhibit A-18.
The Class B-4 Certificates shall be entitled to receive distributions related
to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-5 CERTIFICATES: The Certificates designated as "Class B-5" on the
face thereof in substantially the form attached hereto as Exhibit A-19. The
Class B-5 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B-6 CERTIFICATES: The Certificates designated as "Class B-6" on the
face thereof in substantially the form attached hereto as Exhibit A-20. The
Class B-6 Certificates shall be entitled to receive distributions related to the
Mortgage Loans in Loan Group I and Loan Group II.
CLASS B1-L CERTIFICATES: The Certificates designated as "Class B1-L" on the
face thereof in substantially the form attached hereto as Exhibit C-14. The
Class B1-L Certificates shall be entitled to receive distributions related to
the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B2-L CERTIFICATES: The Certificates designated as "Class B2-L" on
the face thereof in substantially the form attached hereto as Exhibit C-15.
The Class B2-L Certificates shall be entitled to receive distributions
related to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B3-L CERTIFICATES: The Certificates designated as "Class B3-L" on
the face thereof in substantially the form attached hereto as Exhibit C-16.
The Class B3-L Certificates shall be entitled to receive distributions
related to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B4-L CERTIFICATES: The Certificates designated as "Class B4-L" on
the face thereof in substantially the form attached hereto as Exhibit C-17.
The Class B4-L Certificates shall be entitled to receive distributions
related to the Mortgage Loans in Loan Group I and Loan Group II.
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CLASS B5-L CERTIFICATES: The Certificates designated as "Class B5-L" on
the face thereof in substantially the form attached hereto as Exhibit C-18.
The Class B5-L Certificates shall be entitled to receive distributions
related to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS B6-L CERTIFICATES: The Certificates designated as "Class B6-L" on
the face thereof in substantially the form attached hereto as Exhibit C-19.
The Class B6-L Certificates shall be entitled to receive distributions
related to the Mortgage Loans in Loan Group I and Loan Group II.
CLASS IIP CERTIFICATES: The Certificates designated as "Class IIP" on
the face thereof in substantially the form attached hereto as Exhibit A-13.
Except as otherwise described herein, the Class IIP Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS IIP FRACTION: For each Class IIP Mortgage Loan, a fraction, the
numerator of which is 7.500% less the Pass-Through Rate on such Class IIP
Mortgage Loan and the denominator of which is 7.500%.
CLASS IIP MORTGAGE LOAN: Any Group II Loan with a Pass-Through Rate of
less than 7.500% per annum.
CLASS IIP-L CERTIFICATES: The Certificates designated as "Class IIP-L"
on the face thereof in substantially the form attached hereto as Exhibit
C-12. Except as otherwise described herein, the Class IIP-L Certificates, all
of which are related to the Mortgage Loans in Loan Group II, shall be
entitled to receive distributions related solely to such Mortgage Loans.
CLASS IIP-M CERTIFICATES: The Certificates designated as "Class IIP-M"
on the face thereof in substantially the form attached hereto as Exhibit O-7.
Except as otherwise described herein, the Class IIP-M Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS IIPP-1 CERTIFICATES: The Certificates designated as "Class IIPP-1"
on the face thereof in substantially the form attached hereto as Exhibit A-7.
Except as otherwise described herein, the Class IIPP-1 Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS IIPP-2 CERTIFICATES: The Certificates designated as "Class IIPP-2"
on the face thereof in substantially the form attached hereto as Exhibit A-8.
Except as otherwise described herein, the Class IIPP-2 Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS IIPP-3 CERTIFICATES: The Certificates designated as "Class IIPP-3"
on the face thereof in substantially the form attached hereto as Exhibit A-9.
Except as otherwise described herein, the Class IIPP-3 Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS IIPP-3 LIQUIDATION AMOUNT: The aggregate of, for each Group II
Loan which became a Liquidated Mortgage Loan during the Prior Period, the
lesser of (i) the Class IIPP-3 Percentage of the Principal Balance of such
Mortgage Loan (exclusive of the Class IIP Fraction thereof, if applicable)
and (ii) the Class IIPP-3 Percentage on any Distribution Date occurring prior
to the fifth anniversary of the first Distribution Date, and the Class IIPP-3
Prepayment Percentage on any Distribution Date thereafter, in each case, of
the Liquidation Principal with respect to such Mortgage Loan.
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CLASS IIPP-3 PERCENTAGE: For any Distribution Date, the lesser of (i)
100% and (ii) the Class IIPP3-L Principal Balance divided by the aggregate
Principal Balance of the Mortgage Loans in Loan Group II (less the Class
IIP-L Principal Balance), in each case immediately prior to such Distribution
Date.
CLASS IIPP-3 PREPAYMENT PERCENTAGE: For any Distribution Date, the
product of (a) the Class IIPP-3 Percentage and (b) the Step Down Percentage.
CLASS IIPP-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an amount equal to the sum of (i) the Class IIPP-3 Percentage of the
Principal Payment Amount for Loan Group II (exclusive of the portion thereof
attributable to principal distributions to the Class IIP-L Certificates
pursuant to clause (I)(b)(i) of the definition of "First Level Certificate
Trust Certificate Distribution Amount,"), (ii) the Class IIPP-3 Prepayment
Percentage of the Principal Prepayment Amount for Loan Group II (exclusive of
the portion thereof attributable to principal distributions to the Class
IIP-L Certificates pursuant to clause (I)(b)(i) of the definition of "First
Level Certificate Trust Certificate Distribution Amount"), and (iii) the
Class IIPP-3 Liquidation Amount.
CLASS IIPP-4 CERTIFICATES: The Certificates designated as "Class IIPP-4"
on the face thereof in substantially the form attached hereto as Exhibit
A-10. Except as otherwise described herein, the Class IIPP-4 Certificates,
all of which are related to the Mortgage Loans in Loan Group II, shall be
entitled to receive distributions related solely to such Mortgage Loans.
CLASS IIPP-5 CERTIFICATES: The Certificates designated as "Class IIPP-5"
on the face thereof in substantially the form attached hereto as Exhibit
A-11. Except as otherwise described herein, the Class IIPP-5 Certificates,
all of which are related to the Mortgage Loans in Loan Group II, shall be
entitled to receive distributions related solely to such Mortgage Loans.
CLASS IIPP-6 CERTIFICATES: The Certificates designated as "Class IIPP-6"
on the face thereof in substantially the form attached hereto as Exhibit
A-12. Except as otherwise described herein, the Class IIPP-6 Certificates,
all of which are related to the Mortgage Loans in Loan Group II, shall be
entitled to receive distributions related solely to such Mortgage Loans.
CLASS IIPP-6 NOTIONAL AMOUNT: With respect to any Distribution Date,
3.33333333% (precisely 1/30) of the Class IIPP-3 Principal Balance for such
Distribution Date prior to giving effect to any distributions thereon or
allocation of Realized Losses thereto on such Distribution Date.
CLASS IIPP1-L CERTIFICATES: The Certificates designated as "Class
IIPP1-L" on the face thereof in substantially the form attached hereto as
Exhibit C-7. Except as otherwise described herein, the Class IIPP1-L
Certificates, all of which are related to the Mortgage Loans in Loan Group
II, shall be entitled to receive distributions related solely to such
Mortgage Loans.
CLASS IIPP2-L CERTIFICATES: The Certificates designated as "Class
IIPP2-L" on the face thereof in substantially the form attached hereto as
Exhibit C-8. Except as otherwise described herein, the Class IIPP2-L
Certificates, all of which are related to the Mortgage Loans in Loan Group
II, shall be entitled to receive distributions related solely to such
Mortgage Loans.
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CLASS IIPP3-L CERTIFICATES: The Certificates designated as "Class
IIPP3-L" on the face thereof in substantially the form attached hereto as
Exhibit C-9. Except as otherwise described herein, the Class IIPP3-L
Certificates, all of which are related to the Mortgage Loans in Loan Group
II, shall be entitled to receive distributions related solely to such
Mortgage Loans.
CLASS IIPP4-L CERTIFICATES: The Certificates designated as "Class
IIPP4-L" on the face thereof in substantially the form attached hereto as
Exhibit C-10. Except as otherwise described herein, the Class IIPP4-L
Certificates, all of which are related to the Mortgage Loans in Loan Group
II, shall be entitled to receive distributions related solely to such
Mortgage Loans.
CLASS IIPP5-L CERTIFICATES: The Certificates designated as "Class
IIPP5-L" on the face thereof in substantially the form attached hereto as
Exhibit C-11. Except as otherwise described herein, the Class IIPP5-L
Certificates, all of which are related to the Mortgage Loans in Loan Group
II, shall be entitled to receive distributions related solely to such
Mortgage Loans.
CLASS IIX CERTIFICATES: The Certificates designated as "Class IIX" on
the face thereof in substantially the form attached hereto as Exhibit A-14.
Except as otherwise described herein, the Class IIX Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS IIX NOTIONAL AMOUNT: For any Distribution Date, the product of
(x) the aggregate Principal Balance of the 30-Year Premium Rate Mortgage
Loans and (y) a fraction, the numerator of which is the weighted average of
the Stripped Interest Rates for the 30-Year Premium Rate Mortgage Loans as of
such Due Date and the denominator of which is 7.500%.
CLASS IIX-L CERTIFICATES: The Certificates designated as "Class IIX-L"
on the face thereof in substantially the form attached hereto as Exhibit
C-13. Except as otherwise described herein, the Class IIX-L Certificates, all
of which are related to the Mortgage Loans in Loan Group II, shall be
entitled to receive distributions related solely to such Mortgage Loans.
CLASS IIX-M CERTIFICATES: The Certificates designated as "Class IIX-M"
on the face thereof in substantially the form attached hereto as Exhibit O-8.
Except as otherwise described herein, the Class IIX-M Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS IP CERTIFICATES: The Certificates designated as "Class IP" on the
face thereof in substantially the form attached hereto as Exhibit A-5. Except
as otherwise described herein, the Class IP Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IP FRACTION: For each Class IP Mortgage Loan, a fraction, the
numerator of which is 7.000% less the Pass-Through Rate on such Class IP
Mortgage Loan and the denominator of which is 7.000%.
CLASS IP MORTGAGE LOAN: Any Group I Loan with a Pass-Through Rate of
less than 7.000% per annum.
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CLASS IP-L CERTIFICATES: The Certificates designated as "Class IP-L" on
the face thereof in substantially the form attached hereto as Exhibit C-5.
Except as otherwise described herein, the Class IP-L Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IP-M CERTIFICATES: The Certificates designated as "Class IP-M" on
the face thereof in substantially the form attached hereto as Exhibit O-5.
Except as otherwise described herein, the Class IP-M Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP-1 CERTIFICATES: The Certificates designated as "Class IPP-1"
on the face thereof in substantially the form attached hereto as Exhibit A-1.
Except as otherwise described herein, the Class IPP-1 Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP-2 CERTIFICATES: The Certificates designated as "Class IPP-2"
on the face thereof in substantially the form attached hereto as Exhibit A-2.
Except as otherwise described herein, the Class IPP-2 Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP-3 CERTIFICATES: The Certificates designated as "Class IPP-3"
on the face thereof in substantially the form attached hereto as Exhibit A-3.
Except as otherwise described herein, the Class IPP-3 Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP-4 CERTIFICATES: The Certificates designated as "Class IPP-4"
on the face thereof in substantially the form attached hereto as Exhibit A-3.
Except as otherwise described herein, the Class IPP-4 Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP-4 LIQUIDATION AMOUNT: The aggregate of, for each Group I Loan
which became a Liquidated Mortgage Loan during the Prior Period, the lesser
of (i) the Class IPP-4 Percentage of the Principal Balance of such Mortgage
Loan (exclusive of the Class IP Fraction thereof, if applicable) and (ii) the
Class IPP-4 Percentage on any Distribution Date occurring prior to the fifth
anniversary of the first Distribution Date, and the Class IPP-4 Prepayment
Percentage on any Distribution Date thereafter, in each case, of the
Liquidation Principal with respect to such Mortgage Loan.
CLASS IPP-4 PERCENTAGE: For any Distribution Date, the lesser of (i)
100% and (ii) the Class IPP4-L Principal Balance divided by the aggregate
Principal Balance of the Mortgage Loans in Loan Group I (less the Class IP-L
Principal Balance), in each case immediately prior to such Distribution Date.
CLASS IPP-4 PREPAYMENT PERCENTAGE: For any Distribution Date, the
product of (a) the Class IPP-4 Percentage and (b) the Step Down Percentage.
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CLASS IPP-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Class IPP-4 Percentage of the Principal
Payment Amount for Loan Group I (exclusive of the portion thereof
attributable to principal distributions to the Class IP-L Certificates
pursuant to clause (I)(a)(i) of the definition of "First Level Certificate
Trust Certificate Distribution Amount"), (ii) the Class IPP-4 Prepayment
Percentage of the Principal Prepayment Amount for Loan Group I (exclusive of
the portion thereof attributable to principal distributions to the Class IP-L
Certificates pursuant to clause (I)(a)(i) of the definition of "First Level
Certificate Trust Certificate Distribution Amount"), and (iii) the Class
IPP-4 Liquidation Amount.
CLASS IPP1-L CERTIFICATES: The Certificates designated as "Class IPP1-L"
on the face thereof in substantially the form attached hereto as Exhibit C-1.
Except as otherwise described herein, the Class IPP1-L Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP2-L CERTIFICATES: The Certificates designated as "Class IPP2-L"
on the face thereof in substantially the form attached hereto as Exhibit C-2.
Except as otherwise described herein, the Class IPP2-L Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP3-L CERTIFICATES: The Certificates designated as "Class IPP3-L"
on the face thereof in substantially the form attached hereto as Exhibit C-3.
Except as otherwise described herein, the Class IPP3-L Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IPP4-L CERTIFICATES: The Certificates designated as "Class IPP4-L"
on the face thereof in substantially the form attached hereto as Exhibit C-4.
Except as otherwise described herein, the Class IPP4-L Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IX CERTIFICATES: The Certificates designated as "Class IX" on the
face thereof in substantially the form attached hereto as Exhibit A-6. Except
as otherwise described herein, the Class IX Certificates, all of which are
related to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS IX NOTIONAL AMOUNT: For any Distribution Date, the product of (x)
the aggregate Principal Balance of the 15-Year Premium Rate Mortgage Loans
and (y) a fraction, the numerator of which is the weighted average of the
Stripped Interest Rates for the 15-Year Premium Rate Mortgage Loans as of
such Due Date and the denominator of which is 7.000%.
CLASS IX-L CERTIFICATES: The Certificates designated as "Class IX-L" on
the face thereof in substantially the form attached hereto as Exhibit C-6.
Except as otherwise described herein, the Class IX-L Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS IX-M CERTIFICATES: The Certificates designated as "Class IX-M" on
the face thereof in substantially the form attached hereto as Exhibit O-6.
Except as otherwise described herein, the Class IX-M Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
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CLASS NOTIONAL AMOUNT: With respect to the Class IX, Class IX-L and
Class IX-M Certificates, the Class IX Notional Amount, with respect to the
Class IIX, Class IIX-L and Class IIX-M Certificates, the Class IIX Notional
Amount, and with respect to the Class IIPP-6 Certificates, the Class IIPP-6
Notional Amount, as applicable.
CLASS P CERTIFICATES: The Class IP-L or Class IIP-L Certificates, as
applicable.
CLASS P FRACTION: The Class IP Fraction with respect to the Class IP
Mortgage Loans or the Class IIP Fraction with respect to the Class IIP
Mortgage Loans, as applicable.
CLASS P MORTGAGE LOANS: The Class IP Mortgage Loans or the Class IIP
Mortgage Loans, as applicable.
CLASS P-M CERTIFICATES: The Class IP-M or Class IIP-M Certificates, as
applicable.
CLASS PRINCIPAL BALANCE: For any Class of Certificates, the applicable
Initial Class Principal Balance therefor set forth in the Preliminary
Statement hereto, corresponding to the rights of such Class in payments of
principal due to be passed through to Certificateholders from principal
payments on the Mortgage Loans, First Certificate Trust Certificates or
Mortgage Trust Certificates, as applicable, as reduced from time to time by
(x) distributions of principal to Certificateholders of such Class and (y)
the portion of Realized Losses allocated to the Class Principal Balance of
such Class pursuant to the definition of "Realized Loss" with respect to a
given Distribution Date. For any Distribution Date, the reduction of the
Class Principal Balance of any Class of Certificates pursuant to the
definition of "Realized Loss" shall be deemed effective prior to the
determination and distribution of principal on such Class pursuant to the
definition of "Mortgage Trust Certificate Distribution Amount," "First Level
Certificate Trust Certificate Distribution Amount" or "Certificate Trust
Certificate Distribution Amount," as applicable. Notwithstanding the
foregoing, any amounts distributed in respect of losses pursuant to
paragraphs (I)(a)(v) or (I)(a)(vi), or (I)(b)(v) or (I)(b)(vi), or
(I)(c)(xix), of the definition of "First Level Certificate Trust Certificate
Distribution Amount" shall not cause a further reduction in the Class
Principal Balance of the Class IP or Class IP-L, or Class IIP or Class IIP-L,
or the applicable Subordinate Certificates, as applicable. The Class
Principal Balance for the Class IPP-1 Certificates shall be referred to as
the "Class IPP-1 Principal Balance," the Class Principal Balance for the
Class IPP-2 Certificates shall be referred to as the "Class IPP-2 Principal
Balance" and so on. The Class IIPP-6, Class IX, Class IIX, Class IX-L, Class
IIX-L, Class IX-M and Class IIX-M Principal Balances shall be zero.
CLASS R CERTIFICATES: The Certificates designated as "Class R" on the
face thereof in substantially the form attached hereto as Exhibit B-3, which
have been designated as the single class of "residual interests" in the
Certificate Trust Fund pursuant to Section 2.09.
CLASS R-L CERTIFICATES: The Certificates designated as "Class R-L" on
the face thereof in substantially the form attached hereto as Exhibit C-20.
CLASS R-1 CERTIFICATES: The Certificates designated as "Class R-1" on
the face thereof in substantially the form attached hereto as Exhibit B-1,
which have been designated as the single class of "residual interests" in the
Mortgage Trust Fund pursuant to Section 2.01.
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CLASS R-2 CERTIFICATES: The Certificates designated as "Class R-2" on
the face thereof in substantially the form attached hereto as Exhibit B-2,
which have been designated as the single class of "residual interests" in the
First Level Certificate Trust Fund pursuant to Section 2.05.
CLASS X CERTIFICATES: The Class IX-L or Class IIX-L Certificates, as
applicable.
CLASS X NOTIONAL AMOUNT: With respect to the Class IX, Class IX-L, and
Class IX-M Certificates, the Class IX Notional Amount; and with respect to
the Class IIX, Class IIX-L, and Class IIX-M Certificates, the Class IIX
Notional Amount.
CLASS X-M CERTIFICATES: The Class IX-M or Class IIX-M Certificates, as
applicable.
CLASS Y CERTIFICATES: The Class Y-1 or Class Y-2 Certificates, as
applicable.
CLASS Y PRINCIPAL REDUCTION AMOUNTS: For any Distribution Date, the
amounts by which the Class Principal Balances of the Class Y-1 and Class Y-2
Certificates, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined
as follows:
For purposes of the succeeding formulas the following symbols shall have the
meanings set forth below:
Y1 = the Class Principal Balance of the Class Y-1 Certificates after
distributions on the prior Distribution Date.
Y2 = the Class Principal Balance of the Class Y-2 Certificates after
distributions on the prior Distribution Date.
DY1 = the Class Y-1 Principal Reduction Amount.
DY2 = the Class Y-2 Principal Reduction Amount.
P1 = the aggregate of the Class Principal Balances of the Class Y-1 and
Class Z-1 Certificates after distributions on the prior Distribution Date.
P2 = the aggregate of the Class Principal Balances of the Class Y-2 and
Class Z-2 Certificates after distributions on the prior Distribution Date.
DP1 = the aggregate of the Class Y-1 and Class Z-1 Principal Reduction Amounts.
DP2= the aggregate of the Class Y-2 and Class Z-2 Principal Reduction Amounts.
a = .005
g = a fraction whose numerator is the Group I Subordinate Amount after giving
effect to allocations of Realized Losses and distributions to be made on
the Distribution Date and whose denominator is the Group II Subordinate
Amount after giving effect to allocations of Realized Losses and
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distributions to be made on the Distribution Date. g is a non-negative
number unless its denominator is zero, in which event it is undefined.
If g is zero, DY1 = Y1 and DY2 = aDP2.
If g is undefined, DY2 = Y2 and DY1 = aDP1.
In the remaining situations, DY1 and DY2 shall be defined as follows:
(A) If Y1 - a(P1 - DP1) > 0, Y2- a(P2 - DP2) > 0, and g(P2 - DP2) < (P1 - DP1),
- -
DY1 = Y1 - ag(P2 - DP2) and DY2 = Y2 - a(P2 - DP2).
(B) If Y1 - a(P1 - DP1) > 0, Y2 - a(P2 - DP2) > 0, and g(P2 - DP2) >
- - -
(P1 - DP1), DY1 = Y1 - a(P1 - DP1) and DY2 = Y2 - (a/g)(P1 - DP1).
(C) If Y1 - a(P1 - DP1) < 0, Y2 - a(P2 - DP2) > 0, and Y2 - a(P2 - DP2) >
- -
Y2 - (Y1/g), DY1 = Y1 - ag(P2 - DP2) and DY2 = Y2 - a(P2 - DP2).
(D) If Y1 - a(P1 - DP1) < 0, Y2 - (Y1/g) > 0, and Y2 - a(P2 - DP2) < Y2
- -
- (Y1/g), DY1 = 0 and DY2 = Y2 - (Y1/g).
(E) If Y2 - a(P2 - DP2) < 0, Y2 - (Y1/g) < 0, and Y1 - a(P1 - DP1) < Y1
-
- (gY2), DY1 = Y1 - (gY2) and DY2 = 0.
(F) If Y2 - a(P2 - DP2) < 0, Y1 - a(P1 - DP1) > 0, and Y1 - a(P1 - DP1) >
- -
Y1 - (gY2), DY1 = Y1 - a(P1 - DP1) and DY2 = Y2 - (a/g)(P1 - DP1).
The purpose of the foregoing definitional provisions together with the related
provisions allocating Realized Losses and defining the Class Y-1, Class Y-2,
Class Z-1 and Class Z-2 Principal Distribution Amounts is to accomplish the
following goals in the following order of priority:
1. Making the ratio of the Class Y-1 Principal Balance to the Class Y-2
Principal Balance equal to the ratio of the Group I Subordinate Amount
to the Group II Subordinate Amount, in each case after giving effect
to the allocations of Realized Losses and the distributions to be made
through the end of the Distribution Date to which such provisions
relate, and assuring that each of the Class Y-1, Class Y-2, Class Z-1
and Class Z-2 Principal Reduction Amounts is greater than or equal to
zero for such Distribution Date;
2. Making the Class Y-1 Principal Balance less than or equal to 0.005 of
the sum of the Class Y-1 and Class Z-1 Principal Balances, and making
the Class Y-2 Principal Balance less than or equal to 0.005 of the sum
of the Class Y-2 and Class Z-2 Principal Balances, in each case after
giving effect to the allocations of Realized Losses and the
distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is the Class Y-1
Principal Balance and whose denominator is the sum of the Class Y-1
and Class Z-1 Principal Balances and (b) the fraction whose numerator
is the Class Y-2 Principal Balance and whose denominator is the sum of
the Class Y-2 and Class Z-2 Principal Balances as large as possible
while remaining less than or equal to 0.005.
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<PAGE>
In the event of a failure of the definition of Class Y-1 and Class Y-2
Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the
amounts thereof should be adjusted so as to accomplish such goals within the
requirement that each of the Class Y-1 Principal Reduction Amount and the
Class Y-2 Principal Reduction Amount must be less than or equal to the sum of
(a) the principal portion of Realized Losses to be allocated on the related
Distribution Date for the related Loan Group remaining after the allocation
of such Realized Losses to the related Class P-M Certificates and (b) the
remainder of the Mortgage Trust Available Distribution Amount for the related
Loan Group after reduction thereof by the distributions to be made on such
Distribution Date (i) to the related Class P-M Certificates, (ii) to the
related Class X-M Certificates, (iii) in respect of interest on the related
Class Y and Class Z Certificates and (iv) to the Class R-1 Certificates, or,
if both of such goals cannot be accomplished within such requirement, such
adjustment as is necessary shall be made to accomplish goal 1 within such
requirement. In the event of any conflict among the provisions of the
definition of the Class Y Principal Reduction Amounts, such conflict shall be
resolved on the basis of the goals and their priorities set forth above
within the requirement set forth in the preceding sentence.
CLASS Y-1 CERTIFICATES: The Certificates designated as "Class Y-1" on
the face thereof in substantially the form attached hereto as Exhibit O-1.
Except as otherwise described herein, the Class Y-1 Certificates, all of
which are related to the Mortgage Loans in Loan Group I, shall be entitled to
receive distributions related solely to such Mortgage Loans.
CLASS Y-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Y-1 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to
the Class Y-1 Certificates on such Distribution Date.
CLASS Y-2 CERTIFICATES: The Certificates designated as "Class Y-2" on
the face thereof in substantially the form attached hereto as Exhibit O-2.
Except as otherwise described herein, the Class Y-2 Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS Y-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Y-2 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to
the Class Y-2 Certificates on such Distribution Date.
CLASS Z CERTIFICATES: The Class Z-1 or Class Z-2 Certificates, as
applicable.
CLASS Z PRINCIPAL REDUCTION AMOUNTS: For any Distribution Date, the
amounts by which the Class Principal Balances of the Class Z-1 and Class Z-2
Certificates, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, which shall
be in each case the excess of (A) the sum of (x) the excess of the Mortgage
Trust Available Distribution Amount for the related Loan Group over the sum
of the amounts thereof distributable (i) to the related Class P-M
Certificates, (ii) to the related Class X-M Certificates, (iii) in respect of
interest on the related Class Y and Class Z Certificates and (iv) to the
Class R-1 Certificates and (y) the excess of the Realized Losses allocable to
principal for the related Loan Group over the portion of such Realized Losses
allocable to the related Class P-M Certificates over (B) the Class Y
Principal Reduction Amount for the related Loan Group.
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<PAGE>
CLASS Z-1 CERTIFICATES: The Certificates designated as "Class Z-1" on the
face thereof in substantially the form attached hereto as Exhibit O-3. Except as
otherwise described herein, the Class Z-1 Certificates, all of which are related
to the Mortgage Loans in Loan Group I, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS Z-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Z-1 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to
the Class Z-1 Certificates on such Distribution Date.
CLASS Z-2 CERTIFICATES: The Certificates designated as "Class Z-2" on
the face thereof in substantially the form attached hereto as Exhibit O-4.
Except as otherwise described herein, the Class Z-2 Certificates, all of
which are related to the Mortgage Loans in Loan Group II, shall be entitled
to receive distributions related solely to such Mortgage Loans.
CLASS Z-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
excess, if any, of the Class Z-2 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to
the Class Z-2 Certificates on such Distribution Date.
CLEARING AGENCY: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended,
which initially shall be DTC.
CLOSING DATE: June 27, 1997, which is the date of settlement of the
sale of the Certificates to the original purchasers thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMPANY: PNC Mortgage Securities Corp., a Delaware corporation, or its
successor-in-interest.
COMPENSATING INTEREST: For any Distribution Date with respect to a Loan
Group, the lesser of (i) the sum of (a) the aggregate Master Servicing Fee
with respect to the Mortgage Loans comprising such Loan Group, (b) Payoff
Earnings with respect to the Mortgage Loans comprising such Loan Group and
(c) aggregate Payoff Interest with respect to the Mortgage Loans comprising
such Loan Group and (ii) aggregate Uncollected Interest with respect to the
Mortgage Loans comprising such Loan Group.
COOPERATIVE: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or 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 STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument in the related Cooperative.
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CORPORATE TRUST OFFICE: The corporate trust office of the Trustee in the
State of Minnesota, at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office
at the date of the execution of this Agreement is located at 180 East 5th
Street, SPFT0210, St. Paul, MN 55101, Attention: Structured Finance.
CORRESPONDING CLASS: With respect to each of the Class IPP-1, Class
IPP-2, Class IPP-3, Class IPP-4, Class IIPP-1, Class IIPP-2, Class IIPP-3,
Class IIPP-4, Class IIPP-5, Class IP, Class IIP, Class IX, Class IIX, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class R
Certificates: the Class IPP1-L, Class IPP2-L, Class IPP3-L, Class IPP4-L,
Class IIPP1-L, Class IIPP2-L, Class IIPP3-L, Class IIPP4-L, Class IIPP5-L,
Class IP-L, Class IIP-L, Class IX-L, Class IIX-L, Class B1-L, Class B2-L,
Class B3-L, Class B4-L, Class B5-L, Class B6-L and Class R-L Certificates,
respectively. With respect to each of the Class IPP1-L, Class IPP2-L, Class
IPP3-L, Class IPP4-L, Class IIPP1-L, Class IIPP2-L, Class IIPP3-L, Class
IIPP4-L, Class IIPP5-L, Class IP-L, Class IIP-L, Class IX-L, Class IIX-L,
Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L, Class B6-L and
Class R-L Certificates: the Class IPP-1, Class IPP-2, Class IPP-3, Class
IPP-4, Class IIPP-1, Class IIPP-2, Class IIPP-3, Class IIPP-4, Class IIPP-5,
Class IP, Class IIP, Class IX, Class IIX, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5, Class B-6 and Class R Certificates, respectively.
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.
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<PAGE>
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.
CUSTODIAN: A custodian which is not an affiliate of the Master Servicer
or the Company and which is appointed pursuant to a Custodial Agreement. Any
Custodian so appointed shall act as agent on behalf of the Trustee, and shall
be compensated by the Trustee at no additional charge to the Master Servicer.
The Trustee shall remain at all times responsible under the terms of this
Agreement, notwithstanding the fact that certain duties have been assigned to
a Custodian.
CUT-OFF DATE: June 1, 1997.
DEFINITIVE CERTIFICATES: As defined in Section 5.07.
DEPOSITARY AGREEMENT: The Letter of Representations, dated June 26, 1997 by
and among DTC, the Company and the Trustee.
DESTROYED MORTGAGE NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
DETERMINATION DATE: A day not later than the 10th day preceding a related
Distribution Date.
DISQUALIFIED ORGANIZATION: As defined in Section 5.01(b).
DISTRIBUTION DATE: With respect to distributions on the Certificate
Trust Certificates, the First Level Certificate Trust Certificates, the
Mortgage Trust Certificates or the Residual Certificates, the 25th day (or,
if such 25th day is not a Business Day, the Business Day immediately
succeeding such 25th day) of each month, with the first such date being July
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.
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DUE DATE: The first day of each calendar month, which is the day on which
the Monthly Payment for each Mortgage Loan is due.
ELIGIBLE INSTITUTION: An institution having (i) the highest short-term
debt rating, and one of the two highest long-term debt ratings of the Rating
Agency, (ii) with respect to any Custodial Account for P&I and special
Custodial Account for Reserves, an unsecured long-term debt rating of at
least one of the two highest unsecured long-term debt ratings of the Rating
Agency, (iii) with respect to any Buydown Fund Account or Custodial Account
which also serves as a Buydown Fund Account, the highest unsecured long-term
debt rating by the Rating Agency, or (iv) the approval of the Rating Agency.
Such institution may be the Servicer if the applicable Selling and Servicing
Contract requires the Servicer to provide the Master Servicer with written
notice on the Business Day following the date on which the Servicer
determines that such Servicer's short-term debt and unsecured long-term debt
ratings fail to meet the requirements of the prior sentence.
ELIGIBLE INVESTMENTS: Any one or more of the obligations or securities
listed below in which funds deposited in the Reserve Fund, if any, the
Investment Account, the Certificate Account, the Custodial Account for P&I
and the Custodial Account for Reserves may be invested:
(i) Obligations of, or guaranteed as to principal and interest
by, the United States or any agency or instrumentality thereof when
such obligations are backed by the full faith and credit of the United
States;
(ii) Repurchase agreements on obligations described in clause (i)
of this definition of "Eligible Investments," provided that the
unsecured obligations of the party agreeing to repurchase such
obligations have at the time the highest short term debt rating of the
Rating Agency and provided that such repurchaser's unsecured long term
debt has one of the two highest unsecured long term debt ratings of
the Rating Agency;
(iii) Federal funds, certificates of deposit, time deposits and
bankers' acceptances of any U.S. bank or trust company incorporated
under the laws of the United States or any state, provided that the
debt obligations of such bank or trust company at the date of
acquisition thereof have the highest short term debt rating of the
Rating Agency and unsecured long term debt has one of the two highest
unsecured long term debt ratings of the Rating Agency;
(iv) Obligations of, or obligations guaranteed by, any state of
the United States or the District of Columbia, provided that such
obligations at the date of acquisition thereof shall have the highest
long-term debt ratings available for such securities from the Rating
Agency;
(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;
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(vi) Securities (other than stripped bonds or stripped coupons)
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States or any state thereof and
have the highest long-term unsecured rating available for such securities
from the Rating Agency; provided, however, that securities issued by any
such corporation will not be investments to the extent that investment
therein would cause the outstanding principal amount of securities issued
by such corporation that are then held as part of the Investment Account or
the Certificate Account to exceed 20% of the aggregate principal amount of
all Eligible Investments then held in the Investment Account and the
Certificate Account;
(vii) Units of taxable money market funds (which may be 12b-1 funds,
as contemplated under the rules promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940), which funds have the
highest rating available for such securities from the Rating Agency or
which have been designated in writing by the Rating Agency as Eligible
Investments; and
(viii) Such other instruments as shall not affect the Ratings;
PROVIDED, HOWEVER, that such obligation or security is held for a temporary
period pursuant to Section 1.860G-2(g)(1) of the Treasury Regulations, and that
such period can in no event exceed thirteen months.
In no event shall an instrument be an Eligible Investment if such
instrument (a) evidences a right to receive only interest payments with respect
to the obligations underlying such instrument or (b) has been purchased at a
price greater than the outstanding principal balance of such instrument.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
EVENT OF DEFAULT: Any event of default as specified in Section 7.01.
EXCESS LIQUIDATION PROCEEDS: With respect to any Distribution Date, the
excess, if any, of aggregate Liquidation Proceeds in the preceding month over
the amount that would have been received if a Payoff had been made on the last
day of such month with respect to each Mortgage Loan which became a Liquidated
Mortgage Loan during such month.
FDIC: Federal Deposit Insurance Corporation, or any successor thereto.
FHA: Federal Housing Administration, or any successor thereto.
FHLB: Federal Home Loan Bank of San Francisco, or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, or any successor thereto.
FITCH: Fitch Investors Service, L.P., provided that at any time it be a
Rating Agency.
FIRST LEVEL CERTIFICATE TRUST AVAILABLE DISTRIBUTION AMOUNT: With
respect to any Distribution Date, for Loan Group I, the aggregate of all
distributions with respect to the Class IX-M, Class IP-M, Class Y-1 and Class
Z-1 Certificates, and, for Loan Group II, the aggregate of all distributions
with respect to the Class IIX-M, Class IIP-M, Class Y-2 and Class Z-2
Certificates.
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FIRST LEVEL CERTIFICATE TRUST CERTIFICATE DISTRIBUTION AMOUNT: (I) For
any Distribution Date prior to the Credit Support Depletion Date, the First
Level Certificate Trust Available Distribution Amount shall be distributed to
the First Level Certificate Trust Certificates and the Class R-2 Certificates
in the following amounts and priority:
(a) With respect to the Group I, Class R-L and Class R-2 Certificates,
to the extent of the First Level Certificate Trust Available Distribution
Amount for Loan Group I remaining following prior distributions, if any, on
such Distribution Date:
(i) First, to the Class IP-L Certificates, the aggregate for all
Class IP Mortgage Loans of the product for each Class IP Mortgage Loan of
the applicable Class IP Fraction and the sum of (x) scheduled payments of
principal on such Class IP Mortgage Loan due on or before the related
Due Date in respect of which no distribution has been made on any
previous Distribution Date and which were received by the Determination
Date, or which have been advanced as part of a Monthly P&I Advance with
respect to such Distribution Date, (y) the principal portion received in
respect of such Class IP Mortgage Loan during the Prior Period of (1)
Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the
principal portion of the Purchase Price pursuant to a Purchase
Obligation 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 IP Mortgage Loan during the Payoff
Period;
(ii) Second, to the Group I, Class R-L and Class R-2 Certificates,
concurrently, the sum of the Interest Distribution Amounts for such
Classes of Certificates remaining unpaid from previous Distribution
Dates (including any interest accrued thereon in accordance with clause
(Y)(ii) of the last sentence of paragraph (I) of this definition), pro
rata according to their respective shares of such unpaid amounts;
(iii) Third, to the Group I, Class R-L and Class R-2 Certificates,
concurrently, the sum of the Interest Distribution Amounts for such
Classes of Certificates for the current Distribution Date, pro rata
according to their respective Interest Distribution Amounts;
(iv) Fourth, to the Group IA, Class R-L and Class R-2 Certificates, the
Group IA Principal Distribution Amount as follows:
(1) first, to the Class IPP4-L Certificates, an amount up to
the amount of the Class IPP-4 Principal Distribution Amount for
such Distribution Date, until the Class Principal Balance of the
Class IPP4-L Certificates has been reduced to zero;
(2) second, to the Class R-L Certificates and the Class R-2
Certificates, pro rata according to their respective Class
Principal Balances, the portion of the Group IA Principal
Distribution Amount remaining after the distribution in
paragraph (I)(a)(iv)(1) above, until the Class R-L Principal
Balance and Class R-2 Principal Balance have each been reduced
to zero;
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(3) third, to the Class IPP1-L Certificates, the portion of the
Group IA Principal Distribution Amount remaining after the
distributions in paragraphs (I)(a)(iv)(1) and (2) above, until the
Class IPP1-L Principal Balance has been reduced to zero; and
(4) fourth, to the Class IPP2-L Certificates, the portion of the
Group IA Principal Distribution Amount remaining after the
distributions in paragraphs (I)(a)(iv)(1) through (3) above, until
the Class IPP2-L Principal Balance has been reduced to zero;
(5) fifth, to the Class IPP3-L Certificates, the portion of the
Group IA Principal Distribution Amount remaining after the
distributions in paragraphs (I)(a)(iv)(1) through (4) above, until
the Class IPP3-L Principal Balance has been reduced to zero; and
(6) sixth, to the Class IPP4-L Certificates, the portion of the
Group IA Principal Distribution Amount remaining after the
distributions in paragraphs (I)(a)(iv)(1) through (5) above, until
the Class IPP4-L Principal Balance has been reduced to zero;
(v) Fifth, to the Class IP-L Certificates, the amount payable to the
Class IP-L Certificates on previous Distribution Dates pursuant to clause
(I)(a)(vi) of this definition of "First Level Certificate Trust
Certificate Distribution Amount" and remaining unpaid from such previous
Distribution Dates, to the extent of amounts otherwise available to pay
the Subordinate Principal Distribution Amount (without regard to clause
(B) thereof) on such Distribution Date; and
(vi) Sixth, to the Class IP-L Certificates as principal, an amount
equal to the Class IP Fraction of any Realized Loss on a Class IP Mortgage
Loan, to the extent of amounts otherwise available to pay the Subordinate
Principal Distribution Amount (without regard to clause (B) of such
definition) on such Distribution Date, other than a Special Hazard Loss,
Fraud Loss or Bankruptcy Loss in excess of the Special Hazard Coverage,
Fraud Coverage or Bankruptcy Coverage, as applicable; 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 "First Level
Certificate Trust Certificate Distribution Amount" shall not cause a
further reduction in the Class Principal Balance of the Class IP-L or
Class IP Certificates; PROVIDED, FURTHER, that if the amounts otherwise
available to pay the Subordinate Principal Distribution Amount for any
such Distribution Date are insufficient to cover such outstanding
principal losses for the Class IP-L Certificates as provided in
paragraph (I)(a)(v) or this paragraph (I)(a)(vi) and the Class IIP-L
Certificates as provided in paragraphs (I)(b)(v) or (I)(b)(vi) of this
definition of "First Level Certificate Trust Certificate Distribution
Amount", then the amounts otherwise available to pay the Subordinate
Principal Distribution Amount will be allocated pro rata to the Class
IP-L and Class IIP-L Certificates based on the amount such Certificates
are entitled to receive pursuant to paragraph (I)(a)(v) or this
paragraph (I)(a)(vi), with respect to the Class IP-L Certificates, and
paragraphs (I)(b)(v) or (I)(b)(vi), with respect to the Class IIP-L
Certificates, of this definition of "First Level Certificate Trust
Certificate Distribution Amount";
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(b) With respect to the Group II Certificates, to the extent of the First
Level Certificate Trust Available Distribution Amount for Loan Group II
remaining following prior distributions, if any, on such Distribution Date:
(i) First, to the Class IIP-L Certificates, the aggregate for all Class
IIP Mortgage Loans of the product for each Class IIP Mortgage Loan of the
applicable Class IIP Fraction and the sum of (x) scheduled payments of
principal on such Class IIP Mortgage Loan due on or before the related
Due Date in respect of which no distribution has been made on any
previous Distribution Date and which were received by the Determination
Date, or which have been advanced as part of a Monthly P&I Advance with
respect to such Distribution Date, (y) the principal portion received in
respect of such Class IIP Mortgage Loan during the Prior Period of (1)
Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the
principal portion of the Purchase Price pursuant to a Purchase
Obligation 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 IIP Mortgage Loan during the Payoff
Period;
(ii) Second, to the Group II Certificates, concurrently, the sum of the
Interest Distribution Amounts for such Classes of Certificates remaining
unpaid from previous Distribution Dates (including any interest accrued
thereon in accordance with clause (Y)(ii) of the last sentence of
paragraph (I) of this definition), pro rata according to their
respective shares of such unpaid amounts;
(iii) Third, to the Group II Certificates, concurrently, the sum of the
Interest Distribution Amounts for such Classes of Certificates for the
current Distribution Date, pro rata according to their respective
Interest Distribution Amounts;
(iv) Fourth, to the Group IIA Certificates, the Group IIA Principal
Distribution Amount as follows:
(1) first, to the Class IIPP3-L Certificates, an amount up
to the amount of the Class IIPP-3 Principal Distribution Amount
for such Distribution Date, until the Class IIPP3-L Principal
Balance has been reduced to zero;
(2) second, to the Class IIPP1-L, Class IIPP4-L and Class
IIPP5-L Certificates, pro rata according to their respective Class
Principal Balances, the portion of the Group IIA Principal
Distribution Amount remaining after the distribution in paragraph
(I)(b)(iv)(1) above, until the Class IIPP1-L, Class IIPP4-L and
Class IIPP5-L Principal Balances have been reduced to zero;
(3) third, to the Class IIPP2-L Certificates, the portion of the
Group IIA Principal Distribution Amount remaining after the
distributions in paragraphs (I)(b)(iv)(1) and (2) above, until the
Class IIPP2-L Principal Balance has been reduced to zero; and
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<PAGE>
(4) fourth, to the Class IIPP3-L Certificates, the portion of
the Group IIA Principal Distribution Amount remaining after the
distributions in paragraphs (I)(b)(iv)(1) through (3) above, until
the Class IIPP3-L Principal Balance has been reduced to zero;
(v) Fifth, to the Class IIP-L Certificates, the amount payable to the
Class IIP-L Certificates on previous Distribution Dates pursuant to clause
(I)(b)(vi) of this definition of "First Level Certificate Trust Certificate
Distribution Amount" and remaining unpaid from such previous Distribution
Dates, to the extent of amounts otherwise available to pay the Subordinate
Principal Distribution Amount (without regard to clause (B) thereof) on
such Distribution Date; and
(vi) Sixth, to the Class IIP-L Certificates as principal, an amount
equal to the Class IIP Fraction of any Realized Loss on a Class IIP
Mortgage Loan, to the extent of amounts otherwise available to pay the
Subordinate Principal Distribution Amount (without regard to clause (B)
thereof) on such Distribution Date, other than a Special Hazard Loss,
Fraud Loss or Bankruptcy Loss in excess of the Special Hazard Coverage,
Fraud Coverage or Bankruptcy Coverage, as applicable; PROVIDED, that any
amounts distributed in respect of losses pursuant to paragraph (I)(b)(v)
or this paragraph (I)(b)(vi) of this definition of "First Level
Certificate Trust Certificate Distribution Amount" shall not cause a
further reduction in the Class Principal Balance of the Class IIP-L or
Class IIP Certificates; PROVIDED, FURTHER, that if the amounts otherwise
available to pay the Subordinate Principal Distribution Amount for any
such Distribution Date are insufficient to cover such outstanding
principal losses for the Class IIP-L Certificates as provided in
paragraph (I)(b)(v) or this paragraph (I)(b)(vi) and the Class IP-L
Certificates as provided in paragraphs (I)(a)(v) or (I)(a)(vi) of this
definition of "First Level Certificate Trust Certificate Distribution
Amount", then the amounts otherwise available to pay the Subordinate
Principal Distribution Amount will be allocated pro rata to the Class
IIP-L and Class IP-L Certificates based on the amount such Certificates
are entitled to receive pursuant to paragraph (I)(b)(v) or this
paragraph (I)(b)(vi), with respect to the Class IIP-L Certificates, and
paragraphs (I)(a)(v) or (I)(a)(vi), with respect to the Class IP-L
Certificates, of this definition of "First Level Certificate Trust
Certificate Distribution Amount"; and
(c) With respect to the Class B Certificates and Class R-2 Certificates,
to the extent of the First Level Certificate Trust Available Distribution
Amounts for Loan Group I and Loan Group II remaining following prior
distributions, if any, on such Distribution Date:
(i) First, to the Class B1-L Certificates, the Interest Distribution
Amount for such Class of Certificates remaining unpaid from previous
Distribution Dates;
(ii) Second, to the Class B1-L Certificates, the Interest Distribution
Amount for such Class of Certificates for the current Distribution Date;
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<PAGE>
(iii) Third, to the Class B1-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B1-L Principal Balance has
been reduced to zero;
(iv) Fourth, to the Class B2-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(v) Fifth, to the Class B2-L Certificates, the Interest Distribution
Amount for such Class of Certificates for the current Distribution Date;
(vi) Sixth, to the Class B2-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B2-L Principal Balance has
been reduced to zero;
(vii) Seventh, to the Class B3-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(viii) Eighth, to the Class B3-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(ix) Ninth, to the Class B3-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B3-L Principal Balance has
been reduced to zero;
(x) Tenth, to the Class B4-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xi) Eleventh, to the Class B4-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xii) Twelfth, to the Class B4-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B4-L Principal Balance
has been reduced to zero;
(xiii) Thirteenth, to the Class B5-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xiv) Fourteenth, to the Class B5-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xv) Fifteenth, to the Class B5-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B5-L Principal Balance
has been reduced to zero; and
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<PAGE>
(xvi) Sixteenth, to the Class B6-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xvii) Seventeenth, to the Class B6-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xviii) Eighteenth, to the Class B6-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B6-L Principal Balance has
been reduced to zero;
(xix) Nineteenth, to each Class of the Subordinate Certificates in
the order of seniority, the remaining portion, if any, of the First Level
Certificate Trust Available Distribution Amounts for Loan Group I and
Loan Group II, up to the amount of unreimbursed Realized Losses
previously allocated to such Class, if any (any amounts distributed
in respect of losses pursuant to this paragraph (I)(c)(xix) of this
definition of "First Level Certificate Trust Certificate Distribution
Amount" shall not cause a further reduction in the Class Principal
Balances of the Subordinate Certificates); and
(xx) Twentieth, to the Class R-2 Certificates, the Residual
Distribution Amount for such Distribution Date.
Notwithstanding the foregoing, (X) on any Distribution Date occurring on or
after the date on which the Group IA Principal Balance or Group IIA Principal
Balance has been reduced to zero and on which (a) the Class B Percentage for
such Distribution Date is less than 200% of the Class B Percentage as of the
Cut-Off Date or (b) the average outstanding principal balance of the Mortgage
Loans in either Loan Group delinquent 60 days or more over the last six months
(including Mortgage Loans in foreclosure and Mortgage Loans the property of
which is held by the Mortgage Trust Fund and acquired by foreclosure or deed in
lieu of foreclosure), as a percentage of the related Class B Loan Group
Component Balance, is greater than or equal to 50%, the remaining Class or
Classes of Class A Certificates will be entitled to receive as principal, in
addition to any principal payments otherwise described above, all amounts in
respect of principal (in excess of the amounts needed to reduce such Group IA
Principal Balance or Group IIA Principal Balance to zero) on the Mortgage Loans
in the Loan Group relating to the Class A Certificates that have been paid in
full (after distributions of principal to the related Class IP-L or Class IIP-L
Certificates pursuant to paragraphs (I)(a)(i), (I)(a)(v) and (I)(a)(vi) or
(I)(b)(i), (I)(b)(v) and (I)(b)(vi) above, as applicable) and such Class A
Certificates will be paid in accordance with the order set forth in paragraphs
(I)(a)(iv)(2) through (I)(a)(iv)(6) or (I)(b)(iv)(2) through (I)(b)(iv)(4)
above, as applicable, to the extent of and in reduction of the Class Principal
Balances thereof, prior to any distributions of principal to the Class B
Certificates in paragraph (I)(c) above, and (Y) if on any Distribution Date the
aggregate Certificate Principal Balance of the Group IA Certificates or the
Group IIA Certificates is greater than the aggregate Principal Balance of the
Mortgage Loans in the related Loan Group, less the related Class P Fraction of
the Class P Mortgage Loans in such Loan Group (the "Undercollateralized Group"),
(i) the portion of the First Level Certificate Trust Available Distribution
Amount in respect of principal on the Mortgage Loans in the other Loan Group
(the "Overcollateralized Group") (after distributions of principal to the Class
P and Class A Certificates related to the Overcollateralized Group pursuant to
paragraphs (I)(a)(i) through (I)(a)(vi) or (I)(b)(i) through (I)(b)(vi), as
applicable) will be distributed to the Class A Certificates of the
Undercollateralized Group in accordance with the order set forth in paragraphs
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<PAGE>
(I)(a)(iv)(2) through (I)(a)(iv)(6) or (I)(b)(iv)(2) through (I)(b)(iv)(4)
above, as applicable, until the aggregate Class Principal Balance of the Class A
Certificates of the Undercollateralized Group equals the aggregate Principal
Balance of the Mortgage Loans in the related Loan Group (other than the related
Class P Fraction of the Class P Mortgage Loans in such Loan Group) and (ii) a
portion of the First Level Certificate Trust Available Distribution Amount of
the Overcollateralized Group remaining after distributions to the Class P, Class
X and Class A Certificates of the Overcollateralized Group pursuant to
paragraphs (I)(a)(i) through (I)(a)(iii) and (I)(b)(i) through (I)(b)(iii), as
applicable, equal to one month's interest on the amount by which the
Undercollateralized Group is undercollateralized at 7.000% per annum if the
Undercollateralized Group is Loan Group I or 7.500% per annum if the
Undercollateralized Group is Loan Group II plus any shortfall of interest on the
Class A Certificates of the Undercollateralized Group remaining unpaid pursuant
to paragraphs (I)(a)(ii) or (I)(b)(ii) above, as applicable, after distributions
on such Distribution Date, including accrued and unpaid interest on such
shortfall at the rate described above, will (1) be added to the First Level
Certificate Trust Certificate Distribution Amount of the Undercollateralized
Group and distributed in accordance with the priorities as described in
paragraphs (I)(a) and (I)(b) above, as applicable (any amount covering interest
shortfalls and interest accrued thereon will be distributed to the applicable
Class or Classes of Certificates on such Distribution Date in the priority
described in paragraphs (I)(a)(ii) or (I)(b)(ii) above, as applicable, pro rata
according to their respective shares of such amount) and (2) be subtracted from
the First Level Certificate Trust Available Distribution Amount of the
Overcollateralized Group.
(II) For any Distribution Date on or after the Credit Support Depletion
Date, the First Level Certificate Trust Available Distribution Amount shall be
distributed to the outstanding Classes of Certificates in the following amounts
and priority:
(a) With respect to the Group I, Class R-L and Class R-2 Certificates, to
the extent of the First Level Certificate Trust Available Distribution Amount
for Loan Group I remaining following prior distributions, if any, on such
Distribution Date:
(i) First, to the Class IP-L Certificates, principal in the amount
that would otherwise be distributed to such Class on such Distribution Date
pursuant to clause (I)(a)(i) of this definition of "First Level Certificate
Trust Certificate Distribution Amount";
(ii) Second, to the Group I, Class R-L and Class R-2 Certificates, the
amount payable to each such Class of Certificates on prior Distribution
Dates pursuant to clause (I)(a)(ii) or (II)(a)(iii) of this definition
of "First Level Certificate Trust Certificate Distribution Amount," and
remaining unpaid, pro rata according to such amount payable to the
extent of amounts available;
(iii) Third, to the Group I, Class R-L and Class R-2 Certificates,
concurrently, the sum of the Interest Distribution Amounts for such
Classes of Certificates for the current Distribution Date, pro rata
according to their respective Interest Distribution Amounts;
(iv) Fourth, to the Group IA, Class R-L and Class R-2 Certificates,
the Group IA Principal Distribution Amount allocated pro rata according to
their respective Class Principal Balances until such Class Principal
Balances have been reduced to zero; and
(v) Fifth, to the Class R-2 Certificates, the Residual Distribution
Amount for such Distribution Date;
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(b) With respect to the Group II Certificates, to the extent of the First
Level Certificate Trust Available Distribution Amount for Loan Group II
remaining following prior distributions, if any, on such Distribution Date:
(i) First, to the Class IIP-L Certificates, principal in the amount
that would otherwise be distributed to such Class on such Distribution Date
pursuant to clause (I)(b)(i) of this definition of "First Level
Certificate Trust Certificate Distribution Amount";
(ii) Second, to the Group II Certificates, the amount payable to each
such Class of Certificates on prior Distribution Dates pursuant to clause
(I)(b)(ii) or (II)(b)(iii) of this definition of "First Level Certificate
Trust Certificate Distribution Amount," and remaining unpaid, pro rata
according to such amount payable to the extent of amounts available;
(iii) Third, to the Group II Certificates, concurrently, the sum of the
Interest Distribution Amounts for such Classes of Certificates for the
current Distribution Date, pro rata according to their respective
Interest Distribution Amounts;
(iv) Fourth, to the Group IIA Certificates, the Group IIA Principal
Distribution Amount allocated pro rata according to their respective
Class Principal Balances until such Class Principal Balances have been
reduced to zero; and
(v) Fifth, to the Class R-2 Certificates, the Residual Distribution
Amount for such Distribution Date.
FIRST LEVEL CERTIFICATE TRUST CERTIFICATES: The Class IPP1-L, Class IPP2-L,
Class IPP3-L, Class IPP4-L, Class IIPP1-L, Class IIPP2-L, Class IIPP3-L, Class
IIPP4-L, Class IIPP5-L, Class IP-L, Class IIP-L, Class IX-L, Class IIX-L,
Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L, Class B6-L and Class
R-L Certificates issued pursuant to this Agreement.
FIRST LEVEL CERTIFICATE TRUST FUND: The First Level Certificate Trust Fund
created pursuant to Section 2.05 of this Agreement. The First Level Certificate
Trust Fund consists of the Mortgage Trust Certificates to be held by the Trustee
for the benefit of the Holders from time to time of the First Level Certificate
Trust Certificates and the Class R-2 Certificates hereunder.
FNMA: Federal National Mortgage Association, or any successor thereto.
FRAUD COVERAGE: During the period prior to the first anniversary of the
Cut-Off Date, the Fraud Coverage Initial Amount reduced by Fraud Losses
allocated to the Certificates; during the period from the first anniversary of
the Cut-Off Date to (but not including) the fifth anniversary of the Cut-Off
Date, the amount of the Fraud Coverage on the most recent previous anniversary
of the Cut-Off Date (calculated in accordance with the second sentence of this
definition) reduced by Fraud Losses allocated to the Certificates since such
anniversary; and during the period on and after the fifth anniversary of the
Cut-Off Date, Fraud Coverage will be zero. On each anniversary of the Cut-Off
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Date, Fraud Coverage shall be reduced to the lesser of (i) on the first
anniversary 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 on the second,
third, and fourth anniversaries of the Cut-Off Date, 0.5% 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: $2,921,971.
FRAUD LOSS: The occurrence of a loss on a Mortgage Loan arising from any
action, event or state of facts with respect to such Mortgage Loan which,
because it involved or arose out of any dishonest, fraudulent, criminal,
negligent or knowingly wrongful act, error or omission by the Mortgagor,
originator (or assignee thereof) of such Mortgage Loan, Lender, a Servicer or
the Master Servicer, would result in an exclusion from, denial of, or defense to
coverage which otherwise would be provided by a Primary Insurance Policy
previously issued with respect to such Mortgage Loan.
GROUP I CERTIFICATES: The Class IPP1-L, Class IPP2-L, Class IPP3-L, Class
IPP4-L, Class IX-L and Class IP-L Certificates, collectively.
GROUP I LOAN: The Mortgage Loans designated on the Mortgage Loan Schedule
as Group I Loans.
GROUP I SUBORDINATE AMOUNT: On any Distribution Date, the excess, if any,
of the aggregate Principal Balance of the Group I Loans, as of the second
preceding Due Date after giving effect to payments scheduled to be received as
of such Due Date, whether or not received, and after giving effect to any
Principal Prepayments distributed on the prior Distribution Date, over the then
outstanding aggregate Class Principal Balance of the Group I, Class R-2, Class
R-1 and Class R Certificates.
GROUP IA CERTIFICATES: Class IPP1-L, Class IPP2-L, Class IPP3-L and Class
IPP4-L Certificates, collectively.
GROUP IA LIQUIDATION AMOUNT: The aggregate of, for each Group I Loan which
became a Liquidated Mortgage Loan during the Prior Period, the lesser of: (i)
the Group IA Percentage of the Principal Balance of such Mortgage Loan
(exclusive of the Class IP Fraction thereof with respect to any Class IP
Mortgage Loan), and (ii) the Group IA Prepayment Percentage of Liquidation
Principal with respect to such Mortgage Loan.
GROUP IA PERCENTAGE: With respect to any Distribution Date, the lesser of
(i) 100% and (ii) the sum of the Class Principal Balances of the Group IA, Class
R-2 and Class R-L Certificates divided by the aggregate Principal Balance of the
Mortgage Loans in Loan Group I (reduced by the Class IP-L Principal Balance), in
each case immediately prior to such Distribution Date.
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GROUP IA PREPAYMENT PERCENTAGE OR GROUP IIA PREPAYMENT PERCENTAGE: (i) On
any Distribution Date occurring before the Distribution Date in the month of the
fifth anniversary of the first Distribution Date, 100%; and (ii) on any other
Distribution Date in each of the months of the fifth anniversary of the first
Distribution Date and thereafter, as follows: (1) for any such Distribution Date
in or after the month of the fifth anniversary of the month of the first
Distribution Date but before the sixth anniversary of the month of the first
Distribution Date, the Group IA Percentage or Group IIA Percentage, as
applicable, for such Distribution Date plus 70% of the Subordinate Percentage
for the related Loan Group for such Distribution Date; (2) for any such
Distribution Date in or after the month of the sixth anniversary of the month of
the first Distribution Date but before the seventh anniversary of the month of
the first Distribution Date, the Group IA Percentage or Group IIA Percentage, as
applicable, of such Distribution Date plus 60% of the Subordinate Percentage for
the related Loan Group for such Distribution Date; (3) for any such Distribution
Date in or after the month of the seventh anniversary of the month of the first
Distribution Date but before the eighth anniversary of the month of the first
Distribution Date, the Group IA Percentage or Group IIA Percentage, as
applicable, for such Distribution Date plus 40% of the Subordinate Percentage
for the related Loan Group for such Distribution Date; (4) for any such
Distribution Date in or after the month of the eighth anniversary of the month
of the first Distribution Date but before the ninth anniversary of the month of
the first Distribution Date, the Group IA Percentage or Group IIA Percentage, as
applicable, for such Distribution Date plus 20% of the Subordinate Percentage
for the related Loan Group for such Distribution Date; and (5) for any such
Distribution Date thereafter, the Group IA Percentage or Group IIA Percentage,
as applicable, for such Distribution Date; PROVIDED, HOWEVER, that the
reductions described in clause (ii) above with respect to the Group IA
Prepayment Percentage shall not occur as of any Distribution Date unless for
both Loan Group I and Loan Group II both (I)(X) the average outstanding
Principal Balance of the Mortgage Loans in each Loan Group delinquent 60 days or
more over the last six months (including Mortgage Loans in foreclosure and
Mortgage Loans the property of which is held by the Mortgage Trust Fund and
acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the
related Class B Loan Group Component Balance, is less than 50% or (Y) the
average outstanding Principal Balance of the Mortgage Loans in each Loan Group
delinquent 60 days or more over the last six months (including Mortgage Loans in
foreclosure and Mortgage Loans the property of which is held by the Mortgage
Trust Fund and acquired by foreclosure or deed in lieu of foreclosure), as a
percentage of the aggregate average outstanding Principal Balance of all
Mortgage Loans in such Loan Group averaged over the last six months, does not
exceed 2% and (II) Realized Losses on the Mortgage Loans in each Loan Group to
date for such Distribution Date, if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the first Distribution Date,
are less than 30%, 35%, 40%, 45% or 50%, respectively, of the initial related
Class B Loan Group Component Balance; and that the reductions described in
clause (ii) above with respect to the Group IIA Prepayment Percentage shall not
occur as of any Distribution Date unless for both Loan Group I and Loan Group II
both (I)(X) the average outstanding Principal Balance of the Mortgage Loans in
each Loan Group delinquent 60 days or more over the last six months (including
Mortgage Loans in foreclosure and Mortgage Loans the property of which is held
by the Mortgage Trust Fund and acquired by foreclosure or deed in lieu of
foreclosure), as a percentage of the related Class B Loan Group Component
Balance, is less than 50% or (Y) the average outstanding Principal Balance of
the Mortgage Loans in each Loan Group delinquent 60 days or more over the last
six months (including Mortgage Loans in foreclosure and Mortgage Loans the
property of which is held by the Mortgage Trust Fund and acquired by foreclosure
or deed in lieu of foreclosure), as a percentage of the aggregate average
outstanding Principal Balance of all Mortgage Loans in such Loan Group averaged
over the last six months, does not exceed 2% and (II) Realized Losses on the
Mortgage Loans in each Loan Group to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the first Distribution Date, are less than 30%, 35%, 40%, 45%
or 50%, respectively, of the initial related Class B Loan Group Component
Balance. Upon reduction of the Class Principal Balance of the Group I
Certificates (other than the Class IP-L Certificates) and the aggregate Class
Principal Balance of the Residual Certificates, or the Class Principal Balance
of the Group II Certificates (other than the Class IIP-L Certificates), as
applicable, to zero, the Group IA Prepayment Percentage or Group IIA Prepayment
Percentage related thereto will equal 0%. Notwithstanding the foregoing, if on
any Distribution Date the Group IA Percentage or Group IIA Percentage exceeds
the related Group IA Percentage or the Group IIA Percentage as of the Cut-Off
Date, then both the Group IA Prepayment Percentage and the Group IIA Prepayment
Percentage for such Distribution Date will equal 100%.
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If on any Distribution Date the allocation to the Group I Certificates
(other than the Class IP-L Certificates) or the Group II Certificates (other
than the Class IIP-L Certificates) of Principal Prepayments in the percentage
required would reduce the sum of the Class Principal Balances of the Group I
Certificates (other than the Class IP-L Certificates) or the Group II
Certificates (other than the Class IIP-L Certificates), respectively, below
zero, the Group IA Prepayment Percentage or Group IIA Prepayment Percentage,
respectively, 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 IP-L Certificates will receive the Class IP
Fraction of all principal payments, including, without limitation, Principal
Prepayments, received in respect of each Class IP Mortgage Loan, and the
Class IIP-L Certificates will receive the Class IIP Fraction of all principal
payments, including, without limitation, Principal Prepayments, received in
respect of each Class IIP Mortgage Loan.
GROUP IA PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (a) the Group IA Percentage of the Principal Payment
Amount for Loan Group I (exclusive of the portion thereof attributable to
principal distributions to the Class IP-L Certificates pursuant to clause
(I)(a)(i) of the definition of "First Level Certificate Trust Certificate
Distribution Amount"), (b) the Group IA Prepayment Percentage of the Principal
Prepayment Amount for Loan Group I (exclusive of the portion thereof
attributable to principal distributions to the Class IP-L Certificates pursuant
to clause (I)(a)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount") and (c) the Group IA Liquidation Amount.
GROUP II CERTIFICATES: The Class IIPP1-L, Class IIPP2-L, Class IIPP3-L,
Class IIPP4-L, Class IIPP5-L, Class IIX-L and Class IIP-L Certificates,
collectively.
GROUP II LOAN: The Mortgage Loans designated on the Mortgage Loan Schedule
as Group II Loans.
GROUP II SUBORDINATE AMOUNT: On any Distribution Date, the excess, if any,
of the aggregate Principal Balance of the Group II Loans, as of the second
preceding Due Date after giving effect to payments scheduled to be received as
of such Due Date, whether or not received, and after giving effect to any
Principal Prepayments distributed on the prior Distribution Date, over the then
outstanding aggregate Class Principal Balance of the Group II Certificates.
GROUP IIA CERTIFICATES: Class IIPP1-L, Class IIPP2-L, Class IIPP3-L, Class
IIPP4-L and Class IIPP5-L Certificates, collectively.
GROUP IIA LIQUIDATION AMOUNT: The aggregate of, for each Group II Loan
which became a Liquidated Mortgage Loan during the Prior Period, the lesser of:
(i) the Group IIA Percentage of the Principal Balance of such Mortgage Loan
(exclusive of the Class IIP Fraction thereof with respect to any Class IIP
Mortgage Loan), and (ii) the Group IIA Prepayment Percentage of Liquidation
Principal with respect to such Mortgage Loan.
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GROUP IIA PERCENTAGE: With respect to any Distribution Date, the lesser of
(i) 100% and (ii) the sum of the Class Principal Balances of the Group IIA
Certificates divided by the aggregate Principal Balance of the Mortgage Loans in
Loan Group II (reduced by the Class IIP-L Principal Balance), in each case
immediately prior to such Distribution Date.
GROUP IIA PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (a) the Group IIA Percentage of the Principal Payment
Amount for Loan Group II (exclusive of the portion thereof attributable to
principal distributions to the Class IIP-L Certificates pursuant to clause
(I)(b)(i) of the definition of "First Level Certificate Trust Certificate
Distribution Amount"), (b) the Group IIA Prepayment Percentage of the Principal
Prepayment Amount for Loan Group II (exclusive of the portion thereof
attributable to principal distributions to the Class IIP-L Certificates pursuant
to clause (I)(b)(i) of the definition of "First Level Certificate Trust
Certificate Distribution Amount") and (c) the Group IIA Liquidation Amount.
INDIRECT DTC PARTICIPANTS: Entities such as banks, brokers, dealers or
trust companies, that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly.
INSURANCE PROCEEDS: Amounts paid or payable by the insurer under any
Primary Insurance Policy or any other insurance policy (including any
replacement policy permitted under this Agreement) covering any Mortgage Loan or
Mortgaged Property, including, without limitation, any hazard insurance policy
required pursuant to Section 3.07, any title insurance policy required pursuant
to Section 2.03, and any FHA insurance policy or VA guaranty.
INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for any Class of
Mortgage Trust Certificates or First Level Certificate Trust Certificates or the
Class R-1 or Class R-2 Certificates, the amount of interest accrued on the
respective Class Principal Balance or, with respect to the Class IX-L
Certificates, Class IIX-L Certificates, Class IX-M Certificates or Class IIX-M
Certificates, the Class IX Notional Amount, the Class IIX Notional Amount, the
Class IX Notional Amount or the Class IIX Notional Amount, respectively, at
1/12th of the related Remittance Rate for such Class during the Prior Period, in
each case before giving effect to allocations of Realized Losses for the Prior
Period or distributions to be made on such Distribution Date, reduced by
Uncompensated Interest Shortfall and the interest portion of Realized Losses
allocated to such Class pursuant to the definitions of "Uncompensated Interest
Shortfall" and "Realized Loss," respectively. The Interest Distribution Amount
for the Class IP-L, Class IIP-L, Class IP-M and Class IIP-M Certificates on any
Distribution Date shall equal zero.
INVESTMENT ACCOUNT: The commingled account (which shall be commingled only
with investment accounts related to series of pass-through certificates with a
class of certificates which has a rating equal to the highest of the Ratings of
the Certificate Trust Certificates) maintained by the Master Servicer in the
trust department of the Investment Depository pursuant to Section 3.03 and which
bears a designation acceptable to the Rating Agency.
INVESTMENT DEPOSITORY: Chemical Bank, New York, New York or another bank or
trust company designated from time to time by the Master Servicer. The
Investment Depository shall at all times be an Eligible Institution.
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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 Mortgage Trust Fund shall not
constitute final liquidation of the related Mortgage Loan.
LIQUIDATION PRINCIPAL: The principal portion of Liquidation Proceeds
received (exclusive of the portion thereof attributable to distributions to the
Class IP-L and Class IIP-L Certificates pursuant to clauses (I)(a)(i) and
(I)(b)(i), respectively, of the definition of "First Level Certificate Trust
Certificate Distribution Amount" herein) with respect to each Mortgage Loan
which became a Liquidated Mortgage Loan (but not in excess of the principal
balance thereof) during the Prior Period.
LIQUIDATION PROCEEDS: Amounts after deduction of amounts reimbursable under
Section 3.05(a)(i) and (ii) received and retained in connection with the
liquidation of defaulted Mortgage Loans, whether through foreclosure or
otherwise, other than Insurance Proceeds.
LOAN GROUP: Loan Group I or Loan Group II, as applicable.
LOAN GROUP I: The group of Mortgage Loans comprised of the Group I Loans.
LOAN GROUP II: The group of Mortgage Loans comprised of the Group II Loans.
LOAN-TO-VALUE RATIO: The original principal amount of a Mortgage Loan
divided by the Original Value; however, references to "current Loan-to-Value
Ratio" shall mean the then current Principal Balance of a Mortgage Loan divided
by the Original Value.
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.
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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:
(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 1997-4, without recourse" and all intervening endorsements
evidencing a complete chain of endorsements from the originator to the
Trustee, or, in the event of any Destroyed Mortgage Note, a copy or a
duplicate original of the Mortgage Note, together with an original lost
note affidavit from the originator of the related Mortgage Loan or the
Company stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note; in the
event the Mortgage Notes or the assignments referred to in Section
(iii)(2) of this definition of "Mortgage File" are endorsed 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 1997-4" and all
intervening assignments evidencing a complete chain of
assignment, from the originator to the name holder or the payee
endorsing the related Mortgage Note; 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
1997-4" and all intervening assignments evidencing a complete
chain of assignment from the originator to the name holder or
the payee endorsing the related Mortgage Note;
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(iv) A copy of (a) the title insurance policy, or (b) in lieu thereof,
a title insurance binder, a copy of an attorney's title opinion,
certificate or other evidence of title acceptable to the Company;
(v) For any Mortgage Loan for which a Primary Insurance Policy is in
effect as of the Cut-Off Date, as shown on the Mortgage Loan Schedule, an
original commitment for, or certificate of, primary insurance issued by
the applicable insurer; and
(vi) For any Mortgage Loan that has been modified or amended, the
original instrument or instruments effecting such modification or
amendment.
MORTGAGE INTEREST RATE: For any Mortgage Loan, the per annum rate at
which interest accrues on such Mortgage Loan pursuant to the terms of the
related Mortgage Note.
MORTGAGE LOAN SCHEDULE: The schedule, as amended from time to time, of
Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each
Mortgage Loan the following, among other things:
(i) its loan number,
(ii) its Loan Group,
(iii) the address of the Mortgaged Property,
(iv) the name of the Mortgagor,
(v) the Original Value of the property subject to the Mortgage,
(vi) the Principal Balance as of the Cut-Off Date,
(vii) the Mortgage Interest Rate borne by the Mortgage Note,
(viii) whether a Primary Insurance Policy is in effect as of the
Cut-Off Date,
(ix) the maturity of the Mortgage Note, and
(x) the Servicing Fee and Master Servicing Fee.
MORTGAGE LOANS: The Mortgages and the related Mortgage Notes, each
transferred and assigned to the Trustee pursuant to the provisions hereof as
from time to time are held as part of the Mortgage Trust Fund, the Mortgage
Loans so held being identified in the Mortgage Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE POOL: All of the Mortgage Loans.
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MORTGAGE TRUST AVAILABLE DISTRIBUTION AMOUNT: For each of Loan Group I
and Loan Group II, on any Distribution Date, the sum of the following amounts
with respect to the Mortgage Loans in such Loan Group:
(1) the total amount of all cash received by or on behalf of the Master
Servicer with respect to such Mortgage Loans by the Determination
Date for such Distribution Date and not previously distributed (including
Monthly P&I Advances made by Servicers, proceeds of Liquidated Mortgage
Loans and scheduled amounts of distributions from Buydown Funds
respecting Buydown Loans, if any), except:
(a) all scheduled payments of principal and interest
collected but due on a date subsequent to the related
Due Date;
(b) all Curtailments on such Mortgage Loans 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
such a Mortgage Loan subsequent to the Prior Period);
(c) all Payoffs on such Mortgage Loans 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 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 such Payoffs received during such period, which
interest shall not be included in the calculation of the
Mortgage Trust Available Distribution Amount for any
Distribution Date;
(d) Insurance Proceeds and Liquidation Proceeds
received with respect to such Mortgage Loans after the
Prior Period;
(e) all amounts in the Certificate Account which are
due and reimbursable to a Servicer or the Master
Servicer pursuant to the terms of this Agreement;
(f) the sum of the Master Servicing Fee and the
Servicing Fee for each such Mortgage Loan; and
(g) Excess Liquidation Proceeds relating to such
Mortgage Loans;
(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 relating to
such Mortgage Loans; and
(b) Compensating Interest relating to such Mortgage Loans; and
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(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 relating to any
such Mortgage Loan.
MORTGAGE TRUST CERTIFICATE DISTRIBUTION AMOUNT: For any Distribution
Date, the Mortgage Trust Available Distribution Amount shall be distributed
to the Mortgage Trust Certificates and the Class R-1 Certificates in the
following amounts and priority:
(a) To the extent of the Mortgage Trust Available Distribution Amount for
Loan Group I:
(i) First, to the Class IP-M Certificates, the aggregate for all Class
IP Mortgage Loans of the product for each Class IP Mortgage Loan of the
applicable Class IP Fraction and the sum of (x) scheduled payments of
principal on such Class IP Mortgage Loan due on or before the related
Due Date in respect of which no distribution has been made on any
previous Distribution Date and which were received by the Determination
Date, or which have been advanced as part of a Monthly P&I Advance with
respect to such Distribution Date, (y) the principal portion received in
respect of such Class IP Mortgage Loan during the Prior Period of (1)
Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the
principal portion of the Purchase Price pursuant to a Purchase
Obligation 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 IP Mortgage Loan during the Payoff
Period;
(ii) Second, to the Class IX-M, Class Y-1, Class Z-1 and Class R-1
Certificates, concurrently, the sum of the Interest Distribution Amounts
for such Classes of Certificates remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of
such unpaid amounts;
(iii) Third, to the Class IX-M, Class Y-1, Class Z-1 and Class R-1
Certificates, concurrently, the sum of the Interest Distribution Amounts
for such Classes of Certificates for the current Distribution Date, pro
rata according to their respective Interest Distribution Amounts;
(iv) Fourth, to the Class R-1 Certificates until the Class R-1 Principal
Balance has been reduced to zero;
(v) Fifth, to the Class Y-1 and Class Z-1 Certificates, the Class Y-1
Principal Distribution Amount and the Class Z-1 Principal Distribution
Amount, respectively;
(b) To the extent of the Mortgage Trust Available Distribution Amount for
Loan Group II:
(i) First, to the Class IIP-M Certificates, the aggregate for all Class
IIP Mortgage Loans of the product for each Class IIP Mortgage Loan of the
applicable Class IIP Fraction and the sum of (x) scheduled payments of
principal on such Class IIP Mortgage Loan due on or before the related
Due Date in respect of which no distribution has been made on any
previous Distribution Date and which were received by the Determination
Date, or which have been advanced as part of a Monthly P&I Advance with
respect to such Distribution Date, (y) the principal portion received in
respect of such Class IIP Mortgage Loan during the Prior Period of (1)
Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the
principal portion of the Purchase Price pursuant to a Purchase
Obligation 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 IIP Mortgage Loan during the Payoff
Period;
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(ii) Second, to the Class IIX-M, Class Y-2 and Class Z-2 Certificates,
concurrently, the sum of the Interest Distribution Amounts for such
Classes of Certificates remaining unpaid from previous Distribution
Dates, pro rata according to their respective shares of such unpaid
amounts;
(iii) Third, to the Class IIX-M, Class Y-2 and Class Z-2 Certificates,
concurrently, the sum of the Interest Distribution Amounts for such
Classes of Certificates for the current Distribution Date, pro rata
according to their respective Interest Distribution Amounts;
(iv) Fourth, to the Class Y-2 and Class Z-2 Certificates, the Class Y-2
Principal Distribution Amount and the Class Z-2 Principal Distribution
Amount, respectively; and
(c) To the Class R-1 Certificates, the Residual Distribution Amount for
such Distribution Date.
MORTGAGE TRUST CERTIFICATES: The Class Y-1, Class Y-2, Class Z-1, Class
Z-2, Class IX-M, Class IIX-M, Class IP-M and Class IIP-M Certificates issued
pursuant to this Agreement.
MORTGAGE TRUST FUND: The corpus of the trust created pursuant to Section
2.01 of this Agreement. The Mortgage Trust Fund consists of (i) the Mortgage
Loans and all rights pertaining thereto; (ii) such assets as from time to time
may be held by the Trustee (or its duly appointed agent including the Investment
Depository) in the Certificate Account or the Investment Account (except amounts
representing the Master Servicing Fee or the Servicing Fee); (iii) such assets
as from time to time may be held by Servicers in a Custodial Account for P&I
related to the Mortgage Loans (except amounts representing the Master Servicing
Fee or the Servicing Fee); (iv) property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure after the
Cut-Off Date; and (v) amounts paid or payable by the insurer under any FHA
insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty
and any other insurance policy related to any Mortgage Loan or the Mortgage
Pool.
MORTGAGED PROPERTY: The real property, together with improvements thereto,
securing the indebtedness of the Mortgagor under the related Mortgage Loan.
MORTGAGOR: The obligor on a Mortgage Note.
NONRECOVERABLE ADVANCE: Any advance which the Master Servicer shall
determine to be a Nonrecoverable Advance pursuant to Section 4.04 and which was,
or is proposed to be, made by (i) the Master Servicer or (ii) a Servicer
pursuant to its Selling and Servicing Contract.
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NON-U.S. PERSON: A Person that is not a U.S. Person.
OTS: The Office of Thrift Supervision, or any successor thereto.
OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the
Board, the President, a Vice President, or the Treasurer of the Master
Servicer and delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who shall be
reasonably acceptable to the Trustee and who may be counsel for the Company
or the Master Servicer.
ORIGINAL VALUE: With respect to any Mortgage Loan other than a Mortgage
Loan originated for the purpose of refinancing an existing mortgage debt, the
lesser of (a) the Appraised Value (if any) of the Mortgaged Property at the
time the Mortgage Loan was originated or (b) the purchase price paid for the
Mortgaged Property by the Mortgagor. With respect to a Mortgage Loan
originated for the purpose of refinancing existing mortgage debt, the
Original Value shall be equal to the Appraised Value of the Mortgaged
Property at the time the Mortgage Loan was originated or the appraised value
at the time the refinanced mortgage debt was incurred.
OWNERSHIP INTEREST: As defined in Section 5.01(b).
PASS-THROUGH ENTITY: As defined in Section 5.01(b).
PASS-THROUGH RATE: For each Mortgage Loan, a rate equal to the Mortgage
Interest Rate for such Mortgage Loan less the applicable per annum percentage
rates related to each of the Servicing Fee and the Master Servicing Fee. For
each Mortgage Loan, any calculation of monthly interest at such rate shall be
based upon annual interest at such rate (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid Principal Balance of the related
Mortgage Loan divided by twelve, and any calculation of interest at such rate
by reason of a Payoff shall be based upon annual interest at such rate on the
outstanding Principal 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).
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PAYOFF INTEREST: For any Distribution Date with respect to a Mortgage Loan
for which a Payoff was received on or after the first calendar day of the month
of such Distribution Date and before the 15th calendar day of such month, an
amount of interest thereon at the applicable Pass-Through Rate from the first
day of the month of distribution through the day of receipt thereof; to the
extent (together with Payoff Earnings and the aggregate Master Servicing Fee)
not required to be distributed as Compensating Interest on such Distribution
Date, Payoff Interest shall be payable to the Master Servicer as additional
servicing compensation.
PAYOFF PERIOD: With respect to the first Distribution Date, the period from
the Cut-Off Date through July 14, 1997, inclusive; and with respect to any
Distribution Date thereafter, the period from the 15th day of the Prior Period
through the 14th day of the month of such Distribution Date, inclusive.
PERCENTAGE INTEREST: (a) With respect to the right of each Certificate of a
particular Class in the distributions allocated to such Class, "Percentage
Interest" shall mean the percentage undivided beneficial ownership interest
evidenced by such Certificate of such Class, which percentage shall equal:
(i) with respect to any Certificate (other than the Residual, Class
IX, Class IX-L, Class IX-M, Class IIX, Class IIX-L, Class IIX-M and Class
IIPP-6 Certificates), its Certificate Principal Balance divided by the
applicable Class Principal Balance;
(ii) with respect to the Class IX, Class IX-L, Class IX-M, Class IIX,
Class IIX-L, Class IIX-M and Class IIPP-6 Certificates, the percentage
resulting from the division of (a) the portion of the respective Class
Notional Amount as of the Cut-Off Date evidenced by such Certificate, as
set forth on the face of such Certificate by (b) such respective Class
Notional Amount as of the Cut-Off Date; and
(iii) with respect to the Residual Certificates, the percentage set
forth on the face of such Certificate.
(b) With respect to the rights of each Certificate in connection with
Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, "Percentage Interest"
shall mean the percentage undivided beneficial interest evidenced by such
Certificate in the Certificate Trust Fund, which for purposes of such rights
only shall equal:
(i) with respect to any Class of Certificate Trust Certificates (other
than the Class IX, Class IIX or Class IIPP-6 Certificates), the product of
(x) ninety-seven percent (97%) and (y) the percentage calculated by
dividing its Certificate Principal Balance by the Aggregate Certificate
Principal Balance of the Certificate Trust Certificates; PROVIDED, HOWEVER,
that the percentage in (x) above shall be increased by one percent (1%)
upon each retirement of the Class of Class IX, Class IIX and Class IIPP-6
Certificates.
(ii) with respect to any Class of Class IX, Class IIX or Class IIPP-6
Certificate, one percent (1%) of such Certificate's Percentage Interest as
calculated by paragraph (a)(ii) of this definition; and
(iii) with respect to the Class R Certificates, zero.
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PERMITTED TRANSFEREE: With respect to the holding or ownership of any
Residual Certificate, any Person other than (i) the United States, a State or
any political subdivision thereof, or any agency or instrumentality of any of
the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Code Section 521) which is
exempt from the taxes imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Code Section 1381(a)(2)(C), (v) any Person from
whom the Trustee has not received an affidavit to the effect that it is not a
"disqualified organization" within the meaning of Section 860E(e)(5) of the
Code, and (vi) any other Person so designated by the Company based upon an
Opinion of Counsel that the transfer of an Ownership Interest in a Residual
Certificate to such Person may cause the Mortgage Trust Fund, the First Level
Certificate Trust Fund or the Certificate Trust Fund, as applicable, to fail
to qualify as a REMIC at any time that the Certificates are outstanding. The
terms "United States," "State" and "International Organization" shall have
the meanings set forth in Code Section 7701 or successor provisions. A
corporation shall not be treated as an instrumentality of the United States
or of any State or political subdivision thereof if all of its activities are
subject to tax, and, with the exception of the FHLMC, a majority of its board
of directors is not selected by such governmental unit.
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until
the Withdrawal Date following its scheduled Due Date.
PRIMARY INSURANCE POLICY: A policy of mortgage guaranty insurance, if
any, on an individual Mortgage Loan, providing coverage as required by
Section 2.03(xi).
PRINCIPAL BALANCE: Except for purposes of the definitions of Class B
Loan Group Component Percentage, Class B Percentage, Class IPP-4 Liquidation
Amount, Class IPP-4 Percentage, Class IIPP-3 Liquidation Amount, Class IIPP-3
Percentage, Class IX Notional Amount, Class IIX Notional Amount, First Level
Certificate Trust Certificate Distribution Amount, Group I Subordinate
Amount, Group IA Liquidation Amount, Group IA Percentage, Group II
Subordinate Amount, Group IIA Liquidation Amount, Group IIA Percentage and
Realized Loss, at the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date whether or not paid, reduced by all amounts distributed or to be
distributed to Certificateholders through the Distribution Date in the month
of determination that are reported as allocable to principal of such Mortgage
Loan.
For purposes of the definitions of Class B Loan Group Component
Percentage, Class B Percentage, Class IPP-4 Liquidation Amount, Class IPP-4
Percentage, Class IIPP-3 Liquidation Amount, Class IIPP-3 Percentage, First
Level Certificate Trust Certificate Distribution Amount, Group I Subordinate
Amount, Group IA Liquidation Amount, Group IA Percentage, Group II
Subordinate Amount, Group IIA Liquidation Amount, Group IIA Percentage and
Realized Loss, at the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date whether or not paid, reduced by all amounts distributed or (except when
such determination occurs earlier in the month than the Distribution Date) to
be distributed to Certificateholders through the Distribution Date in the
month of determination that are reported as allocable to principal of such
Mortgage Loan. "Principal Balance" as defined in this paragraph is the
"Stated Principal Balance" referred to in the Prospectus.
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For purposes of the definitions of Class IX Notional Amount and Class
IIX Notional Amount, "Principal Balance" shall mean, on any Distribution
Date, the principal balance of a Mortgage Loan remaining to be paid at the
close of business on the Cut-Off Date, after deduction of all principal
payments due on or before the Cut-Off Date whether or not paid, reduced by
(i) all principal payments due on or before the second preceding Due Date,
whether or not received, and (ii) all Principal Prepayments and the portion
applicable to principal of any Liquidation Proceeds received on or before the
second preceding Due Date.
In the case of a Substitute Mortgage Loan, "Principal Balance" shall
mean, at the time of any determination, the principal balance of such
Substitute Mortgage Loan transferred to the Mortgage Trust Fund on the date
of substitution, reduced by all amounts distributed or to be distributed to
Certificateholders through the Distribution Date in the month of
determination that are reported as allocable to principal of such Substitute
Mortgage Loan.
The Principal Balance of a Mortgage Loan (including a Substitute
Mortgage Loan) shall not be adjusted solely by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period.
Whenever a Realized Loss has been incurred with respect to a Mortgage Loan
during a calendar month, the Principal Balance of such Mortgage Loan shall be
reduced by the amount of such Realized Loss as of the Distribution Date next
following the end of such calendar month after giving effect to the
allocation of Realized Losses and distributions of principal to the
Certificates.
PRINCIPAL PAYMENT: Any payment of principal on a Mortgage Loan other
than a Principal Prepayment.
PRINCIPAL PAYMENT AMOUNT: On any Distribution Date and for any Loan
Group, the sum with respect to the Mortgage Loans in such Loan Group 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 with respect to any Mortgage Loan during the Prior Period, other
than Payoffs, Curtailments and Liquidation Principal.
PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage Loan which
constitutes a Payoff or a Curtailment.
PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date and for any Loan
Group, the sum with respect to the Mortgage Loans in such Loan Group of (i)
Curtailments received during the Prior Period from the Mortgage Loans and
(ii) Payoffs received during the Payoff Period from the Mortgage Loans.
PRIOR PERIOD: The calendar month immediately preceding any Distribution
Date.
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PRO RATA ALLOCATION: The allocation of the interest and principal
portions of Realized Losses among or between specified Classes of First Level
Certificate Trust Certificates as follows: the principal portion of Realized
Losses on the Mortgage Loans to the outstanding Classes of Certificates,
other than the Class IP-L and Class IIP-L Certificates, pro rata according to
their respective Class Principal Balances, in reduction thereof; PROVIDED,
HOWEVER, that in each case if the loss is recognized with respect to a Class
IP or Class IIP Mortgage Loan, the Class IP or Class IIP Fraction of such
loss will first be allocated to the Class IP-L or Class IIP-L Certificates,
respectively, and the remainder of such loss will be allocated as described
above to the other outstanding Classes of Certificates; and for the interest
portion of Realized Losses on the Mortgage Loans, to the outstanding Classes
of Certificates, other than the Class IP-L and Class IIP-L Certificates, pro
rata according to the amount of interest accrued but unpaid on each such
Class of Certificates, in reduction thereof, and then pro rata according to
the respective Class Principal Balances of each such Class of Certificates,
in reduction thereof. Any losses allocated among First Level Certificate
Trust Certificates pursuant to this definition of "Pro Rata Allocation" shall
also be allocated to the Corresponding Class of Certificate Trust
Certificates in the same manner and amounts as they reduce such attributes of
the Corresponding Class of First Level Certificate Trust Certificates;
PROVIDED, HOWEVER, that the interest portion of such losses allocated to the
Class IIPP3-L Certificates and applied to reduce the Interest Distribution
Amount thereof shall be allocated to the Class IIPP-3 and Class IIPP-6
Certificates in reduction of the distribution to such Certificates pursuant
to clause (i)(C) of the definition of "Certificate Trust Certificate
Distribution Amount," pro rata according to the allocation set forth in such
clause.
PURCHASE OBLIGATION: An obligation of the Company to repurchase Mortgage
Loans under the circumstances and in the manner provided in Section 2.02 or
Section 2.03.
PURCHASE PRICE: With respect to any Mortgage Loan to be purchased
pursuant to a Purchase Obligation, an amount equal to the sum of the
Principal Balance thereof, and unpaid accrued interest thereon, if any, to
the last day of the calendar month in which the date of repurchase occurs at
a rate equal to the applicable Pass-Through Rate; provided, however, that no
Mortgage Loan shall be purchased or required to be purchased pursuant to
Section 2.03, or more than two years after the Closing Date under Section
2.02, unless (a) the Mortgage Loan to be purchased is in default, or default
is in the judgment of the Company reasonably imminent, or (b) the Company, at
its expense, delivers to the Trustee an Opinion of Counsel to the effect that
the purchase of such Mortgage Loan will not give rise to a tax on a
prohibited transaction, as defined in Section 860F(a) of the Code; 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 Fitch and S&P, thereafter, each
nationally recognized statistical rating organization that has rated the
Certificate Trust Certificates and the Residual Certificates at the request
of the Company, or their respective successors in interest.
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RATINGS: As of any date of determination, the ratings, if any, of the
Certificate Trust Certificates and the Residual Certificates as assigned by
the Rating Agency.
REALIZED LOSS: For any Distribution Date, with respect to any Mortgage
Loan which became a Liquidated Mortgage Loan during the related Prior Period,
the sum of (i) the principal balance of such Mortgage Loan remaining
outstanding and the principal portion of Nonrecoverable Advances actually
reimbursed with respect to such Mortgage Loan (the principal portion of such
Realized Loss), and (ii) the accrued interest on such Mortgage Loan remaining
unpaid and the interest portion of Nonrecoverable Advances actually
reimbursed with respect to such Mortgage Loan (the interest portion of such
Realized Loss). For any Distribution Date, with respect to any Mortgage Loan
which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss
incurred with respect to such Mortgage Loan as of the related Due Date. In
addition, on each Distribution Date prior to the Credit Support Depletion
Date, if on such Distribution Date after giving effect to the principal
distributions and allocations of Realized Losses as otherwise described in
this definition, the aggregate Class Principal Balance of all outstanding
Classes of Certificates exceeds the aggregate Principal Balance of the
Mortgage Loans as of such Distribution Date, then the principal portion of
Realized Losses shall include an amount equal to the excess of such aggregate
Class Principal Balance over such aggregate Principal Balance.
Realized Losses, Special Hazard Losses, Fraud Losses and Bankruptcy
Losses shall be allocated to the Mortgage Trust Certificates as follows: The
interest portion of Realized Losses, if any, shall be allocated among the
Classes of Mortgage Trust Certificates related to such Loan Group pro rata
according to the amount of interest accrued but unpaid thereon, in reduction
thereof. Any interest portion of Realized Losses in excess of the amount
allocated pursuant to the preceding sentence shall be treated as a principal
portion of Realized Losses not attributable to any specific Mortgage Loan in
such Loan Group and allocated pursuant to the succeeding sentences. The
applicable Class P Fraction of any principal portion of Realized Losses
attributable to a Class P Mortgage Loan in the Loan Group shall be allocated
to the related Class P-M Certificates in reduction of the principal balance
thereof. The remainder of the principal portion of Realized Losses shall be
allocated, first, to the Class Y Certificates related to the Loan Group to
the extent of the applicable Class Y Principal Reduction Amount in reduction
of the Class Principal Balance of such Certificates and, second, the
remainder, if any, of such principal portion of Realized Losses shall be
allocated to the related Class Z Certificates in reduction of the Class
Principal Balance thereof.
Realized Losses, Special Hazard Losses, Fraud Losses and Bankruptcy
Losses allocated to any Class of First Level Certificate Trust Certificates
shall also be allocated to the Corresponding Class of Certificate Trust
Certificates and applied to reduce the Class Principal Balance for such Class
of Certificate Trust Certificates in the same manner and amounts as they
reduce such attributes of the Corresponding Class of First Level Certificate
Trust Certificates; PROVIDED, HOWEVER, that the interest portion of such
losses allocated to the Class IIPP3-L Certificates shall be allocated to the
Class IIPP-3 and Class IIPP-6 Certificates in accordance with the proviso to
the second sentence of the definition of "Pro Rata Allocation" herein.
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Except for Special Hazard Losses in excess of Special Hazard Coverage,
Fraud Losses in excess of Fraud Coverage and Bankruptcy Losses in excess of
Bankruptcy Coverage, Realized Losses shall be allocated among the First Level
Certificate Trust Certificates (i) for Realized Losses allocable to principal
(a) first, to the Class B6-L Certificates, until the Class B6-L Principal
Balance has been reduced to zero, (b) second, to the Class B5-L Certificates,
until the Class B5-L Principal Balance has been reduced to zero, (c) third,
to the Class B4-L Certificates, until the Class B4-L Principal Balance has
been reduced to zero, (d) fourth, to the Class B3-L Certificates, until the
Class B3-L Principal Balance has been reduced to zero, (e) fifth, to the
Class B2-L Certificates, until the Class B2-L Principal Balance has been
reduced to zero, (f) sixth, to the Class B1-L Certificates, until the Class
B1-L Principal Balance has been reduced to zero, and (g) seventh, (x) in the
case of losses on the Group I Loans, to the outstanding Classes of Group IA
and Class R-2 Certificates, pro rata according to their respective Class
Principal Balances, and (y) in the case of losses on the Group II Loans, to
the outstanding Classes of Group IIA Certificates, pro rata according to
their respective Class Principal Balances; PROVIDED, HOWEVER, that in each
case if the loss is recognized with respect to a Class IP or Class IIP
Mortgage Loan, the Class IP or Class IIP Fraction of such loss will first be
allocated to the Class IP-L or Class IIP-L Certificates, respectively, and
the remainder of such loss will be allocated as described above in this
clause (i); and (ii) for Realized Losses allocable to interest (a) first, to
the Class B6-L Certificates, in reduction of accrued but unpaid interest
thereon and then in reduction of the Class B6-L Principal Balance, (b)
second, to the Class B5-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B5-L Principal Balance,
(c) third, to the Class B4-L Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class B4-L Principal Balance,
(d) fourth, to the Class B3-L Certificates, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class B3-L Principal
Balance, (e) fifth, to the Class B2-L Certificates, in reduction of accrued
but unpaid interest thereon and then in reduction of the Class B2-L Principal
Balance, (f) sixth, to the Class B1-L Certificates, in reduction of accrued
but unpaid interest thereon and then in reduction of the Class B1-L Principal
Balance, and (g) seventh, (x) in the case of losses on a Group I Loan, to the
Group IA, Class IX-L and Class R-2 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, as applicable, and (y) in the case of losses on a Group II Loan, to
the Group IIA and Class IIX-L Certificates, pro rata according to accrued but
unpaid interest thereon and then pro rata according to their Class Principal
Balances in reduction of their respective Class Principal Balances, as
applicable.
Special Hazard Losses in excess of the Special Hazard Coverage, Fraud
Losses in excess of the Fraud Coverage, and Bankruptcy Losses in excess of
the Bankruptcy Coverage shall be allocated among all Classes of First
Certificate Trust Certificates by Pro Rata Allocation.
RECORD DATE: The last Business Day of the month immediately preceding
the month of the related Distribution Date.
REGULAR INTEREST CERTIFICATES: (i) with respect to the Mortgage Trust
Fund, the Mortgage Trust Certificates, (ii) with respect to the First Level
Certificate Trust Fund, the First Level Certificate Trust Certificates and
(iii) with respect to the Certificate Trust Fund, the Certificate Trust
Certificates.
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REMIC: A real estate mortgage investment conduit, as such term is
defined in the Code.
REMIC PROVISIONS: Sections 860A through 860G of the Code, related Code
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.
REMITTANCE RATE: For each Class of Certificates, the per annum rate set
forth as the Remittance Rate for such Class in the Preliminary Statement
hereto.
RESIDUAL CERTIFICATES: (i) with respect to the Mortgage Trust Fund, the
Class R-1 Certificates, which are being issued in a single class, (ii) with
respect to the First Level Certificate Trust Fund, the Class R-2
Certificates, which are being issued in a single class and (iii) with respect
to the Certificate Trust Fund, the Class R Certificates, which are being
issued in a single class. The Class R, Class R-1 and Class R-2 Certificates
are hereby designated the sole Class of "residual interests" in the REMIC
related to the Certificate Trust Fund, Mortgage Trust Fund and First Level
Certificate Trust Fund, respectively, for purposes of Section 860G(a)(2) of
the Code.
RESIDUAL DISTRIBUTION AMOUNT: On any Distribution Date, with respect to
the Class R-1 Certificates, any portion of the Mortgage Trust Available
Distribution Amount for a Loan Group remaining after all distributions to the
related Mortgage Trust Certificates and Class R-1 Certificates, or, with
respect to the Class R-2 Certificates, any portion of the First Level
Certificate Trust Available Distribution Amount for a Loan Group remaining
after all distributions to the related First Level Certificate Trust
Certificates and Class R-2 Certificates, or, with respect to the Class R
Certificates, any portion of the Certificate Trust Available Distribution
Amount for a Loan Group remaining after all distributions to the related
Certificate Trust Certificates and Class R Certificates. Upon termination of
the obligations created by this Agreement and the Mortgage Trust Fund, First
Level Certificate Trust Fund and Certificate Trust Fund created hereby, the
amounts which remain on deposit in the Certificate Account with respect to
the Class R-1 Certificates after payment to the Holders of the Mortgage Trust
Certificates of the amounts set forth in Section 9.01 of this Agreement, and
subject to the conditions set forth therein.
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.
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.
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SENIOR CERTIFICATES: The Class A Certificates that are First Level
Certificate Trust Certificates, Class IP-L, Class IX-L, Class IIP-L, Class
IIX-L, Class R-L and Class R-2 Certificates, collectively.
SENIOR SUBORDINATE CERTIFICATES: The Class B1-L, Class B2-L and Class
B3-L Certificates, collectively.
SERVICER: A mortgage loan servicing institution to which the Master
Servicer has assigned servicing duties with respect to any Mortgage Loan
under a Selling and Servicing Contract; provided, however, the Master
Servicer may designate itself or one or more other mortgage loan servicing
institutions as Servicer upon termination of an initial Servicer's servicing
duties.
SERVICING FEE: For each Mortgage Loan, the fee paid to the Servicer
thereof to perform primary servicing functions for the Master Servicer with
respect to such Mortgage Loan, equal to the per annum rate set forth for each
Mortgage Loan in the Mortgage Loan Schedule on the outstanding Principal
Balance of such Mortgage Loan.
SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished
to the Trustee by the Master Servicer, as such list may from time to time be
amended.
SPECIAL HAZARD COVERAGE: The Special Hazard Coverage Initial Amount less
Special Hazard Losses allocated to the Certificates and the amount of any
scheduled reduction in the amount of Special Hazard Coverage as follows: on
each anniversary of the Cut-Off Date, the Special Hazard Coverage shall be
reduced, but not increased, to an amount equal to the lesser of (1) the
greatest of (a) the aggregate principal balance of the Mortgage Loans located
in the single California zip code area containing the largest aggregate
principal balance of the Mortgage Loans, (b) 1% of the aggregate unpaid
principal balance of the Mortgage Loans and (c) twice the unpaid principal
balance of the largest single Mortgage Loan, in each case calculated as of
the Due Date in the immediately preceding month, and (2) the Special Hazard
Coverage Initial Amount as reduced by the Special Hazard Losses allocated to
the Certificates since the Cut-Off Date. Special Hazard Coverage may be
reduced upon written confirmation from the Rating Agency that such reduction
will not adversely affect the then current ratings assigned to the
Certificates by the Rating Agency.
SPECIAL HAZARD COVERAGE INITIAL AMOUNT: $7,615,560.
SPECIAL HAZARD LOSS: The occurrence of any direct physical loss or
damage to a Mortgaged Property not covered by a standard hazard maintenance
policy with extended coverage which is caused by or results from any cause
except: (i) fire, lightning, windstorm, hail, explosion, riot, riot attending
a strike, civil commotion, vandalism, aircraft, vehicles, smoke, sprinkler
leakage, except to the extent of that portion of the loss which was uninsured
because of the application of a co-insurance clause of any insurance policy
covering these perils; (ii) normal wear and tear, gradual deterioration,
inherent vice or inadequate maintenance of all or part thereof; (iii) errors
in design, faulty workmanship or materials, unless the collapse of the
property or a part thereof ensues and then only for the ensuing loss; (iv)
nuclear reaction or nuclear radiation or radioactive contamination, all
whether controlled or uncontrolled and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by this definition of Special
Hazard Loss; (v) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending or
expected attack (a) by any government of sovereign power (DE JURE or DE
FACTO), or by an authority maintaining or using military, naval or air
forces, (b) by military, naval or air forces, or (c) by an agent of any such
government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war; (vii)
insurrection, rebellion, revolution, civil war, usurped power or action taken
by governmental authority in hindering, combating or defending against such
occurrence; or (viii) seizure or destruction under quarantine or customs
regulations, or confiscation by order of any government or public authority.
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STEP DOWN PERCENTAGE: For any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Step Down Percentage
------------------------------ --------------------
July 1997 through June 2002 0%
July 2002 through June 2003 30%
July 2003 through June 2004 40%
July 2004 through June 2005 60%
July 2005 through June 2006 80%
July 2006 and thereafter 100%
STRIPPED INTEREST RATE: For each Group I Loan, the excess, if any, of
the Pass-Through Rate for such Mortgage Loan over 7.000% and for each Group
II Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan
over 7.500%.
SUBORDINATE CERTIFICATES: The Class B1-L, Class B2-L, Class B3-L, Class
B4-L, Class B5-L and Class B6-L Certificates, collectively.
SUBORDINATE LIQUIDATION AMOUNT: The excess, if any, of the aggregate of
Liquidation Principal for all Mortgage Loans which became Liquidated Mortgage
Loans during the Prior Period, over the sum of the Group IA Liquidation
Amount and the Group IIA Liquidation Amount for such Distribution Date.
SUBORDINATE PERCENTAGE: On any Distribution Date for Loan Group I, the
excess of 100% over the Group IA Percentage, and on any Distribution Date for
Loan Group II, the excess of 100% over the Group IIA Percentage.
SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date for Loan
Group I, the excess of 100% over the Group IA Prepayment Percentage, and on
any Distribution Date for Loan Group II, the excess of 100% over the Group
IIA Prepayment Percentage.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: On any Distribution Date, the
excess of (A) the sum of (a) the Subordinate Percentage for Loan Group I of
the Principal Payment Amount for Loan Group I (exclusive of the portion
thereof attributable to principal distributions to the Class IP-L
Certificates pursuant to clause (I)(a)(i) of the definition of "First Level
Certificate Trust Certificate Distribution Amount"), (b) the Subordinate
Percentage for Loan Group II of the Principal Payment Amount for Loan Group
II (exclusive of the portion thereof attributable to principal distributions
to the Class IIP-L Certificates pursuant to clause (I)(b)(i) of the
definition of "First Level Certificate Trust Certificate Distribution
Amount"), (c) the Subordinate Prepayment Percentage for Loan Group I of the
Principal Prepayment Amount for Loan Group I (exclusive of the portion
thereof attributable to principal distributions to the Class IP-L
Certificates pursuant to clause (I)(a)(i) of the definition of "First Level
Certificate Trust Certificate Distribution Amount"), (d) the Subordinate
Prepayment Percentage for Loan Group II of the Principal Prepayment Amount
for Loan Group II (exclusive of the portion thereof attributable to principal
distributions to the Class IIP-L Certificates pursuant to clause (I)(b)(i) of
the definition of "First Level Certificate Trust Certificate Distribution
Amount") and (e) the Subordinate Liquidation Amount over (B) the sum of (x)
the amounts required to be distributed to the Class IP-L and Class IIP-L
Certificates pursuant to clauses (I)(a)(v) and (I)(a)(vi) and (I)(b)(v) and
(I)(b)(vi), as applicable, of the definition of "First Level Certificate
Trust Certificate Distribution Amount" on such Distribution Date, (y) in the
event that the Class Principal Balance of either the Group IA or Group IIA
Certificates has been reduced to zero, principal paid from the First Level
Certificate Trust Available Distribution Amount of the Loan Group related to
such Class A Certificates to the remaining Class A Certificates as described
in the last sentence of paragraph (I) of the definition of "First Level
Certificate Trust Certificate Distribution Amount" and (z) the amounts in
respect of principal paid from the First Level Certificate Trust Available
Distribution Amount of an Overcollateralized Group to an Undercollateralized
Group as described in the last sentence of paragraph (I) of the definition of
"First Level Certificate Trust Certificate Distribution Amount." On any
Distribution Date, the Subordinate Principal Distribution Amount shall be
allocated pro rata, by Class Principal Balance, among the Classes of
Subordinate Certificates and paid in the order of distribution to such
Classes pursuant to clause (I) in the definition of "First Level Certificate
Trust Certificate Distribution Amount" herein. Notwithstanding the foregoing,
on any Distribution Date prior to distributions on such date, if the
Subordination Level for any Class of Subordinate Certificates is less than
such percentage as of the Cut-Off Date, the pro rata portion of the
Subordinate Principal Distribution Amount otherwise allocable to the Class or
Classes junior to such Class will be distributed to the most senior Class of
the Subordinate Certificates for which the Subordination Level is less than
such percentage as of the Cut-Off Date, and to the Classes of Subordinate
Certificates senior thereto, pro rata according to the Class Principal
Balances of such Classes. For purposes of this definition and the definition
of "Subordination Level," the relative seniority, from highest to lowest, of
the Classes of Subordinate Certificates shall be as follows: Class B1-L,
Class B2-L, Class B3-L, Class B4-L, Class B5-L and Class B6-L.
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SUBORDINATION LEVEL: On any specified date, with respect to any of the
Class B Certificates, the percentage obtained by dividing the sum of the
Class Principal Balances of the Classes of First Level Certificate Trust
Certificates which are subordinate in right of payment to such Class
(provided that no Class of Certificates shall be subordinate in right of
payment to the Class B6-L Certificates) by the aggregate of the Class
Principal Balances of all Classes of First Level Certificate Trust
Certificates as of such date prior to giving effect to distributions of
principal or interest or allocations of Realized Losses on the Mortgage Loans
on such date.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
TAX MATTERS PERSON: The Holder of the Class R-1 Certificate, with
respect to the Mortgage Trust Fund, the Class R-2 Certificate, with respect
to the First Level Certificate Trust Fund, and the Class R Certificate, with
respect to the Certificate Trust Fund, in each case issued hereunder having
an Authorized Denomination of 0.01% or any Permitted Transferee of such Class
R-1, Class R-2 or Class R Certificateholder. If the Tax Matters Person for
the Mortgage Trust Fund, the First Level Certificate Trust Fund or the
Certificate Trust Fund becomes a Disqualified Organization, the last
preceding Holder of such Authorized Denomination of the Class R-1, Class R-2
and Class R Certificate, as applicable, that is not a Disqualified
Organization shall be Tax Matters Person for such trust pursuant to Section
5.01(c). If any Person is appointed as tax matters person by the Internal
Revenue Service pursuant to the Code, such Person shall be Tax Matters Person.
TERMINATION DATE: As defined in Section 9.01(b).
TERMINATION PAYMENT: As defined in Section 9.01(b).
TRANSFER: As defined in Section 5.01(b).
TRANSFEREE: As defined in Section 5.01(b).
TRANSFEREE AFFIDAVIT AND AGREEMENT: As defined in Section 5.01(c)(i)(B).
TRUSTEE: First Bank National Association, or its successor-in-interest as
provided in Section 8.09, or any successor trustee appointed as herein provided.
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UNCOLLECTED INTEREST: With respect to any Distribution Date for any
Mortgage Loan on which a Payoff was made by a Mortgagor during the related
Payoff Period, except for Payoffs received during the period from the first
through the 14th day of the month of such Distribution Date, an amount equal
to one month's interest at the applicable Pass-Through Rate on such Mortgage
Loan less the amount of interest actually paid by the Mortgagor with respect
to such Payoff.
UNCOMPENSATED INTEREST SHORTFALL: With respect to a Loan Group, for any
Distribution Date, the excess, if any, of (i) the sum of (a) aggregate
Uncollected Interest with respect to the Mortgage Loans comprising such Loan
Group and (b) aggregate Curtailment Shortfall with respect to the Mortgage
Loans comprising such Loan Group over (ii) Compensating Interest with respect
to such Loan Group, which excess for each Loan Group shall be allocated both
(x) to the Classes of Mortgage Trust Certificates and Class R-1 Certificates
related to such Loan Group pro rata according to the amount of interest
accrued thereon in reduction thereof and (y) in the case of (a) Loan Group I,
to the Classes of Group I Certificates, the Class R-2 Certificates and the
Class B Certificates pro rata according to the amount of interest accrued
thereon with respect to Loan Group I in reduction thereof and (b) Loan Group
II, to the Classes of Group II Certificates and Class B Certificates pro rata
according to the amount of interest accrued thereon with respect to Loan
Group II in reduction thereof.
UNDERWRITER: Donaldson, Lufkin & Jenrette Securities Corporation.
UNDERWRITING STANDARDS: The underwriting standards of the Company or
First Nationwide Mortgage Corp., as applicable.
UNINSURED CAUSE: Any cause of damage to a Mortgaged Property, the cost
of the complete restoration of which is not fully reimbursable under the
hazard insurance policies required to be maintained pursuant to Section 3.07.
U.S. PERSON: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust
that is subject to U.S. federal income tax regardless of the source of its
income, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more
United States fiduciaries have the authority to control all substantial
decisions of the trust.
VA: The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.
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WITHDRAWAL DATE: Any day during the period commencing on the 18th day of
the month of the related Distribution Date (or if such day is not a Business
Day, the immediately preceding Business Day) and ending on the last Business
Day prior to the 21st day of the month of such Distribution Date.
15-YEAR PREMIUM RATE MORTGAGE LOANS: The Group I Loans having
Pass-Through Rates in excess of 7.000% per annum.
30-YEAR PREMIUM RATE MORTGAGE LOANS: The Group II Loans having
Pass-Through Rates in excess of 7.500% per annum.
ARTICLE II
CONVEYANCE OF THE TRUST FUNDS; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE MORTGAGE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS.
Concurrently with the execution and delivery hereof, the Company does
hereby irrevocably sell, transfer, assign, set over and otherwise convey to
the Trustee, in trust for the benefit of the Holders of the Mortgage Trust
Certificates and the Class R-1 Certificates, without recourse, all the
Company's right, title and interest in and to the Mortgage Trust Fund,
including but not limited to all scheduled payments of principal and interest
due after the Cut-Off Date and received by the Company with respect to the
Mortgage Loans at any time, and all Principal Prepayments received by the
Company after the Cut-Off Date (such transfer and assignment by the Company
to be referred to herein as the "Conveyance"). The Trustee hereby accepts the
trust created hereby and acknowledges that it holds the Mortgage Loans for
the benefit of the Holders of the Mortgage Trust Certificates and the Class
R-1 Certificates issued pursuant to this Agreement. It is the express intent
of the parties hereto that the Conveyance of the Mortgage Trust Fund to the
Trustee by the Company as provided in this Section 2.01 be, and be construed
as, an absolute sale of the Mortgage Trust Fund. It is, further, not the
intention of the parties that such Conveyance be deemed a pledge of the
Mortgage Trust Fund by the Company to the Trustee to secure a debt or other
obligation of the Company. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Trust Fund is held to be the property of
the Company, or if for any other reason this Agreement is held or deemed to
create a security interest in the Mortgage Trust Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the Conveyance provided for in this Section 2.01 shall be deemed
to be a grant by the Company to the Trustee of a security interest in all
of the Company's right, title, and interest, whether now owned or hereafter
acquired, in and to:
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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, 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 and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities
shall be deemed to be "possession by the secured party," or possession
by a purchaser or a person designated by him or her, for purposes of
perfecting the security interest pursuant to the Uniform Commercial
Code (including, without limitation, Sections 9-305, 8-313 or 8-321
thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and the Trustee at the direction of the Company shall, to
the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Trust Fund, such security interest would be deemed
to be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of the Agreement. In
connection herewith, the Trustee shall have all of the rights and remedies of
a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction.
In connection with the sale, transfer and assignment referred to in the
first paragraph of this Section 2.01, the Company, concurrently with the
execution and delivery hereof, does deliver to, and deposit with, or cause to
be delivered to and deposited with, the Trustee or Custodian the Mortgage
Files.
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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.
In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) cannot be delivered by
the Company to the Trustee prior to or concurrently with the execution and
delivery hereof (due to a delay on the part of the recording office), the
Company may, in lieu of delivering such original documents, deliver to the
Trustee a fully legible reproduction of the original Mortgage or intervening
assignment provided that the related Lender or originator certifies on the
face of such reproduction(s) or copy as follows: "Certified true and correct
copy of original which has been transmitted for recordation." For purposes
hereof, transmitted for recordation means having been mailed or otherwise
delivered for recordation to the appropriate authority. In all such
instances, the Company shall transmit the original recorded Mortgage and any
intervening assignments with evidence of recording thereon (or a copy of such
original Mortgage or intervening assignment certified by the applicable
recording office) (collectively, "Recording Documents") to the Trustee within
270 days after the execution and delivery hereof. In instances where, due to
a delay on the part of the recording office where any such Recording
Documents have been delivered for recordation, the Recording Documents cannot
be delivered to the Trustee within 270 days after execution and delivery
hereof, the Company shall deliver to the Trustee within such time period a
certificate (a "Company Officer's Certificate") signed by the Chairman of the
Board, President, any Vice President or Treasurer of the Company stating the
date by which the Company expects to receive such Recording Documents from
the applicable recording office. In the event that Recording Documents have
still not been received by the Company and delivered to the Trustee by the
date specified in its previous Company Officer's Certificate delivered to the
Trustee, the Company shall deliver to the Trustee by such date an additional
Company Officer's Certificate stating a revised date by which the Company
expects to receive the applicable Recording Documents. This procedure shall
be repeated until the Recording Documents have been received by the Company
and delivered to the Trustee.
In instances where, due to a delay on the part of the title insurer, a
copy of the title insurance policy for a particular Mortgage Loan cannot be
delivered to the Trustee prior to or concurrently with the execution and
delivery hereof, the Company shall provide a copy of such title insurance
policy to the Trustee within 90 days after the Company's receipt of the
Recording Documents necessary to issue such title insurance policy. In
addition, the Company shall, subject to the limitations set forth in the
preceding sentence, provide to the Trustee upon request therefor a duplicate
title insurance policy for any Mortgage Loan.
For Mortgage Loans for which the Company has received a Payoff after the
Cut-Off Date and prior to the date of execution and delivery hereof, the
Company, in lieu of delivering the above documents, herewith delivers to the
Trustee a certification of a Servicing Officer of the nature set forth in
Section 3.10.
The Trustee is authorized, with the Master Servicer's consent, to
appoint any bank or trust company approved by and unaffiliated with each of
the Company and the Master Servicer as Custodian of the documents or
instruments referred to above in this Section 2.01, and to enter into a
Custodial Agreement for such purpose, provided, however, that the Trustee
shall be and remain liable for the acts of any such Custodian only to the
extent that it is responsible for its own acts hereunder.
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The Company and the Trustee agree that the Company, as agent for the Tax
Matters Person, shall, on behalf of the Mortgage Trust Fund, elect to treat
the Mortgage Trust Fund as a REMIC within the meaning of Section 860D of the
Code and, if necessary, under applicable state laws. Such election shall be
included in the Form 1066 and any appropriate state return to be filed on
behalf of the REMIC constituted by the Mortgage Trust Fund for its first
taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Mortgage Trust Fund within the meaning of Section
860G(a)(9) of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Mortgage Trust Fund are hereby
designated as "regular interests" for purposes of Section 860G(a)(1) of the
Code. The Class R-1 Certificates are being issued in a single Class, which is
hereby designated as the sole class of "residual interests" in the Mortgage
Trust Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Mortgage Trust Fund formed
hereunder shall constitute, and that the affairs of the Mortgage Trust Fund
shall be conducted so as to qualify the Mortgage Trust Fund as a REMIC. In
furtherance of such intention, the Company covenants and agrees that it shall
act as agent for the Tax Matters Person (and the Company is hereby appointed
to act as agent for such Tax Matters Person) on behalf of the Mortgage Trust
Fund and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, a federal tax return using a calendar year as the taxable
year and using an accrual method of accounting for the Mortgage Trust Fund
when and as required by the REMIC Provisions and other applicable federal
income tax laws; (b) make an election, on behalf of the trust, for the
Mortgage Trust Fund to be treated as a REMIC on the federal tax return of the
Mortgage Trust Fund for its first taxable year, in accordance with the REMIC
Provisions; (c) prepare and forward, or cause to be prepared and forwarded,
to the Holders of the Mortgage Trust Certificates and the Class R-1
Certificates, and the Trustee, all information reports as and when required
to be provided to them in accordance with the REMIC Provisions, and make
available the information necessary for the application of Section 860E(e) of
the Code; (d) conduct the affairs of the Mortgage Trust Fund at all times
that any Mortgage Trust Certificates are outstanding so as to maintain the
status of the Mortgage Trust Fund as a REMIC under the REMIC Provisions; (e)
not knowingly or intentionally take any action or omit to take any action
that would cause the termination of the REMIC status of the Mortgage Trust
Fund; and (f) pay the amount of any federal prohibited transaction penalty
taxes imposed on the Mortgage Trust Fund when and as the same shall be due
and payable (but such obligation shall not prevent the Company or any other
appropriate person from contesting any such tax in appropriate proceedings
and shall not prevent the Company from withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings); provided, that
the Company shall be entitled to be indemnified by the Mortgage Trust Fund
for any such prohibited transaction penalty taxes if the Company's failure to
exercise reasonable care was not the primary cause of the imposition of such
prohibited transaction penalty taxes.
The Trustee and the Master Servicer shall promptly provide the Company
with such information as the Company may from time to time request for the
purpose of enabling the Company to prepare tax returns.
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In the event that a Mortgage Loan is discovered to have a defect which,
had such defect been discovered before the startup day, would have prevented
the Mortgage Loan from being a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code, and the Company does not repurchase such
Mortgage Loan within 90 days of such date, the Master Servicer, on behalf of
the Trustee, shall within 90 days of the date such defect is discovered sell
such Mortgage Loan at such price as the Master Servicer in its sole
discretion, determines to be the greatest price that will result in the
purchase thereof within 90 days of such date, unless the Master Servicer
delivers to the Trustee an Opinion of Counsel to the effect that continuing
to hold such Mortgage Loan will not adversely affect the status of the
electing portion of the Mortgage Trust Fund as a REMIC for federal income tax
purposes.
In the event that any tax is imposed on "prohibited transactions" of the
Mortgage Trust Fund as defined in Section 860F of the Code and not paid by
the Company pursuant to clause (f) of the third preceding paragraph, such tax
shall be charged against amounts otherwise distributable to the Class R-1
Certificateholders. Notwithstanding anything to the contrary contained
herein, the Trustee is hereby authorized to retain from amounts otherwise
distributable to the Class R-1 Certificateholders on any Distribution Date
sufficient funds to reimburse the Company in its capacity as agent for the
Tax Matters Person for the payment of such tax (upon the written request of
the Company, to the extent reimbursable, and to the extent that the Company
has not been previously reimbursed therefor).
Section 2.02. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt
(or with respect to any Mortgage Loan subject to a Custodial Agreement,
receipt by the Custodian thereunder) of the documents (or certified copies
thereof as specified in Section 2.01) referred to in Section 2.01 above, but
without having made the review required to be made within 45 days pursuant to
this Section 2.02, and declares that as of the Closing Date it holds and will
hold such documents and the other documents constituting a part of the
Mortgage Files delivered to it, and the Mortgage Trust Fund, as Trustee in
trust, upon the trusts herein set forth, for the use and benefit of the
Holders from time to time of the Mortgage Trust Certificates and Class R-1
Certificates. The Trustee agrees, for the benefit of the Holders of the
Mortgage Trust Certificates and the Class R-1 Certificates, to review or
cause the Custodian to review each Mortgage File within 45 days after the
Closing Date and deliver to the Company a certification in the form attached
as Exhibit M hereto, to the effect that all documents required (in the case
of instruments described in clause (vi) of the definition of "Mortgage File,"
known by the Trustee to be required) pursuant to the third paragraph of
Section 2.01 have been executed and received, and that such documents relate
to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing
such review, the Trustee may rely upon the purported genuineness and due
execution of any such document, and on the purported genuineness of any
signature thereon. The Trustee shall not be required to make any independent
examination of any documents contained in each Mortgage File beyond the
review specifically required herein. The Trustee makes no representations as
to: (i) the validity, legality, enforceability or genuineness of any of the
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any Mortgage
Loan. If the Trustee finds any document or documents constituting a part of a
Mortgage File not to have been executed or received, or to be unrelated to
the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee
shall promptly so notify the Company. The Company hereby covenants and agrees
that, if any such defect cannot be corrected or cured, the Company shall, not
later than 60 days after the Trustee's notice to it respecting such defect,
within the three-month period commencing on the Closing Date (or within the
two-year period commencing on the Closing Date if the related Mortgage Loan
is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii)
of the Code and Treasury Regulation Section 1.860G-2(f)), either (i)
repurchase the related Mortgage Loan from the Trustee at the Purchase Price,
or (ii) substitute for any Mortgage Loan to which such defect relates a
different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified
replacement mortgage" (as defined in the Code) and, (iii) after such
three-month or two-year period, as applicable, the Company shall repurchase
the Mortgage Loan from the Trustee at the Purchase Price but only if the
Mortgage Loan is in default or default is, in the judgment of the Company,
reasonably imminent. If such defect would cause the Mortgage Loan to be other
than a "qualified mortgage" (as defined in the Code), then notwithstanding
the previous sentence, repurchase or substitution must occur within the
sooner of (i) 90 days from the date the defect was discovered or (ii) in the
case of substitution, two years from the Closing Date.
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Such Substitute Mortgage Loan shall mature no later than, and not more
than two years earlier than, have a principal balance and Loan-to-Value Ratio
equal to or less than, and have a Pass-Through Rate on the date of
substitution equal to or no more than 1% greater than the Mortgage Loan being
substituted for. If the aggregate of the principal balances of the Substitute
Mortgage Loans substituted for a Mortgage Loan is less than the Principal
Balance of such Mortgage Loan, the Company shall pay the difference in cash
to the Trustee for deposit into the Certificate Account, and such payment by
the Company shall be treated in the same manner as proceeds of the repurchase
by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore,
such Substitute Mortgage Loan shall otherwise have such characteristics so
that the representations and warranties of the Company set forth in Section
2.03 hereof would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. A Substitute Mortgage Loan may be
substituted for a defective Mortgage Loan whether or not such defective
Mortgage Loan is itself a Substitute Mortgage Loan.
The Purchase Price for each repurchased Mortgage Loan shall be deposited
by the Company in the Certificate Account and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the
Trustee shall release to the Company the related Mortgage File and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company or its
designee or assignee title to any Mortgage Loan released pursuant hereto. The
obligation of the Company to repurchase or substitute any Mortgage Loan as to
which such a defect in a constituent document exists shall constitute the
sole remedy respecting such defect available to the Mortgage Trust
Certificateholders or the Class R-1 Certificateholders or the Trustee on
behalf of the Mortgage Trust Certificateholders or the Class R-1
Certificateholders.
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE MORTGAGE LOANS. The Company hereby represents and warrants to the Trustee
that:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished;
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(ii) As of the Closing Date, each Mortgage is a valid and enforceable
(subject to Section 2.03(xvi)) first lien on an unencumbered estate in
fee simple in the related Mortgaged Property subject only to (a) liens
for current real property taxes and special assessments; (b)
covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording such
Mortgage, such exceptions appearing of record being acceptable to
mortgage lending institutions generally or specifically reflected in
the appraisal obtained in connection with the origination of the
Mortgage Loan; (c) exceptions set forth in the title insurance policy
relating to such Mortgage, such exceptions being acceptable to
mortgage lending institutions generally; and (d) other matters to
which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Mortgage;
(iii) As of the Closing Date, the Company had good title to, and was
the sole owner of, each Mortgage Loan free and clear of any encumbrance
or lien, and immediately upon the transfer and assignment herein
contemplated, the Trustee shall have good title to, and will be the
sole legal owner of, each Mortgage Loan, free and clear of any
encumbrance or lien (other than any lien under this Agreement);
(iv) As of the day prior to the Cut-Off Date, all payments due on each
Mortgage Loan had been made and no Mortgage Loan had been delinquent
(I.E., was more than 30 days past due) more than once in the preceding
12 months and any such delinquency lasted for no more than 30 days;
(v) As of the Closing Date, there is no late assessment for delinquent
taxes outstanding against any Mortgaged Property;
(vi) As of the Closing Date, there is no offset, defense or counterclaim
to any Mortgage Note, including the obligation of the Mortgagor to pay
the unpaid principal or interest on such Mortgage Note except to the
extent that the Buydown Agreement for a Buydown Loan forgives certain
indebtedness of a Mortgagor;
(vii) As of the Closing Date, each Mortgaged Property is free of damage
and in good repair, ordinary wear and tear excepted;
(viii) Each Mortgage Loan at the time it was made complied with all
applicable state and federal laws, including, without limitation,
usury, equal credit opportunity, disclosure and recording laws;
(ix) Each Mortgage Loan was originated by a savings association, savings
bank, credit union, insurance company, or similar institution which is
supervised and examined by a federal or state authority or by a
mortgagee approved by the FHA and will be serviced by an institution
which meets the servicer eligibility requirements established by the
Company;
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(x) As of the Closing Date, each Mortgage Loan is covered by an ALTA
form or CLTA form of mortgagee title insurance policy or other form of
policy of insurance which, as of the origination date of such Mortgage
Loan, was acceptable to FNMA or FHLMC, and has been issued by, and is
the valid and binding obligation of, a title insurer which, as of the
origination date of such Mortgage Loan, was acceptable to FNMA or
FHLMC and qualified to do business in the state in which the related
Mortgaged Property is located. Such policy insures the originator of
the Mortgage Loan, its successors and assigns as to the first priority
lien of the Mortgage in the original principal amount of the Mortgage
Loan subject to the exceptions set forth in such policy. Such policy
is in full force and effect and will be in full force and effect and
inure to the benefit of the Mortgage Trust Certificateholders and
Class R-1 Certificateholders upon the consummation of the transactions
contemplated by this Agreement and no claims have been made under such
policy, and no prior holder of the related Mortgage, including the
Company, has done, by act or omission, anything which would impair the
coverage of such policy;
(xi) As of the Closing Date, each Mortgage Loan which had a
Loan-to-Value Ratio at the time of the origination of the Mortgage Loan
in excess of 80% was covered by a Primary Insurance Policy or an FHA
insurance policy or a VA guaranty, and such policy or guaranty is valid
and remains in full force and effect, except for any Mortgage Loan for
which the outstanding Principal Balance thereof at any time subsequent
to origination was 80% or less of the then current value of the
related Mortgaged Property (as determined by an appraisal obtained
subsequent to origination);
(xii) As of the Closing Date, all policies of insurance required by
this Agreement or by a Selling and Servicing Contract have been validly
issued and remain in full force and effect, including such policies
covering the Company or any Servicer;
(xiii) As of the Closing Date, each insurer issuing a Primary Insurance
Policy holds a rating acceptable to the Rating Agency;
(xiv) Each Mortgage was documented by appropriate FNMA/FHLMC mortgage
instruments in effect at the time of origination, or other instruments
approved by the Company;
(xv) As of the Closing Date, 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;
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(xviii) None of the Group I Loans is a Buydown Loan, and three of the
Group II Loans are Buydown Loans;
(xix) As of the Cut-Off Date, based solely on representations of the
Mortgagors obtained at the origination of the related Mortgage Loans,
approximately 98.2% and 99.6% (by Principal Balance) of the Group I
Loans and Group II Loans, respectively, will be secured by
owner-occupied Mortgaged Properties which are the primary residences
of the related Mortgagors, approximately 1.8% and 0.4% (by Principal
Balance) of the Group I Loans and Group II Loans, respectively, will
be secured by owner-occupied Mortgaged Properties which were second or
vacation homes of the Mortgagors, and none of the Mortgage Loans will
be secured by Mortgaged Properties which were investor properties of
the related Mortgagors; and as of the Cut-Off Date, none of the
Mortgage Loans will be secured by interests in Cooperative Apartments;
(xx) Prior to origination or refinancing, an appraisal of each Mortgaged
Property was made by an appraiser on a form satisfactory to FNMA or
FHLMC;
(xxi) The Mortgage Loans have been underwritten substantially in
accordance with the applicable Underwriting Standards;
(xxii) The information in the Current Report on Form 8-K prepared by the
Company in connection with the Mortgage Loans is correct in every
material respect;
(xxiii) All of the Mortgage Loans have due-on-sale clauses; by the terms
of the Mortgage Notes, however, the due on sale provisions may not be
exercised at the time of a transfer if prohibited by law;
(xxiv) The Company used no adverse selection procedures in selecting the
Mortgage Loans from among the outstanding fixed-rate conventional
mortgage loans purchased by it which were available for inclusion in
the Mortgage Pool and as to which the representations and warranties
in this Section 2.03 could be made;
(xxv) With respect to 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;
(xxvi) As of the date of origination, no Mortgage Loan had a
Loan-to-Value Ratio in excess of 125%; and
(xxvii) 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).
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It is understood and agreed that the representations and warranties set
forth in this Section 2.03 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian, as the case may be, and shall continue
throughout the term of this Agreement. Upon discovery by any of the Company,
the Master Servicer, the Trustee or the Custodian of a breach of any of the
foregoing representations and warranties which materially and adversely
affects the value of the related Mortgage Loans or the interests of the
Certificateholders in the related Mortgage Loans, the Company, the Master
Servicer, the Trustee or the Custodian, as the case may be, discovering such
breach shall give prompt written notice to the others. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall repurchase,
subject to the limitations set forth in the definition of "Purchase Price,"
or substitute for the affected Mortgage Loan or Mortgage Loans or any
property acquired in respect thereof from the Trustee, unless it has cured
such breach in all material respects. After the end of the three-month period
beginning on the "start-up day," any such substitution shall be made only if
the Company provides to the Trustee an Opinion of Counsel reasonably
satisfactory to the Trustee that each Substitute Mortgage Loan will be a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code. Such substitution shall be made in the manner and within the time
limits set forth in Section 2.02. Any such repurchase by the Company shall be
accomplished in the manner and at the Purchase Price, if applicable, but
shall not be subject to the time limits, set forth in Section 2.02. It is
understood and agreed that the obligation of the Company to provide such
substitution or to make such repurchase of any affected Mortgage Loan or
Mortgage Loans or any property acquired in respect thereof as to which a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Mortgage Trust Certificateholders,
the Class R-1 Certificateholders or the Trustee on behalf of the Mortgage
Trust Certificateholders and the Class R-1 Certificateholders.
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES. The Trustee acknowledges the transfer and assignment
to it of the property constituting the Mortgage Trust Fund, but without
having made the review required to be made within 45 days pursuant to Section
2.02, and, as of the Closing Date, shall cause to be authenticated and
delivered to or upon the order of the Company, in exchange for the property
constituting the Mortgage Trust Fund, the Mortgage Trust Certificates and the
Class R-1 Certificates in Authorized Denominations evidencing the entire
beneficial ownership interest in the Mortgage Trust Fund and relating to the
Mortgage Loans.
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Section 2.05. CONVEYANCE OF THE FIRST LEVEL CERTIFICATE TRUST FUND;
REMIC ELECTION AND DESIGNATIONS. Concurrently with the execution and delivery
hereof, the Company does hereby agree to irrevocably sell, transfer, assign,
set over, and otherwise convey to the Trustee in trust for the benefit of the
First Level Certificate Trust Certificateholders and the Class R-2
Certificateholders, without recourse, all the Company's right, title and
interest in and to the First Level Certificate Trust Fund, including all
interest and principal received by the Company on or with respect to the
Mortgage Trust Certificates after the Cut-Off Date. The Trustee hereby
accepts the trust created hereby and acknowledges that it holds the Mortgage
Trust Certificates for the benefit of the holders of the First Level
Certificate Trust Certificates and the Class R-2 Certificates issued pursuant
to this Agreement. It is the express intent of the parties hereto that the
conveyance of the First Level Certificate Trust Fund to the Trustee by the
Company as provided in this Section 2.05 be, and be construed as, an absolute
sale of the First Level Certificate Trust Fund. It is, further, not the
intention of the parties that such conveyance be deemed a pledge of the First
Level Certificate Trust Fund by the Company to the Trustee to secure a debt
or other obligation of the Company. However, in the event that,
notwithstanding the intent of the parties, the First Level Certificate Trust
Fund is held to be the property of the Company, or if for any other reason
this Agreement is held or deemed to create a security interest in the First
Level Certificate Trust Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the conveyance provided for in this Section 2.05 shall be deemed to
be a grant by the Company to the Trustee of a security interest in all of the
Company's right, title, and interest, whether now owned or hereafter
acquired, in and to:
(I) All accounts, contract rights, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and uncertificated securities
consisting of, arising from or relating to any of the property described
below: The Mortgage Trust Certificates, including without limitation all
rights represented thereby in and to (i) the Mortgage Loans including the
Mortgage Notes, the related Mortgages, and title, hazard and primary
mortgage insurance policies identified on the Mortgage Loan Schedule as
defined in this Agreement, including all Substitute Mortgage Loans, and all
distributions with respect thereto payable on and after the Cut-Off Date,
(ii) the Certificate Account, the Investment Account, the Custodial
Accounts for P&I and the Custodial Accounts for Reserves, including all
income from the investment of funds therein (including any accrued discount
realized on liquidation of any investment purchased at a discount),
(iii) all property or rights arising from or by virtue of the disposition
of, or collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or any
part of the collateral described in (i)-(ii) above (including any accrued
discount realized on liquidation of any investment purchased at a
discount), and (iv) all cash and non-cash proceeds of the collateral
described in (i)-(iii) above;
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, uncertificated
securities and other rights arising from or by virtue of the disposition
of, or collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or any
part of the collateral described in (I) above (including any accrued
discount realized on liquidation of any investment purchased at a
discount); and
(III) All cash and non-cash proceeds of the collateral described in
(I) and (II) above;
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(c) the possession by the Trustee of the Mortgage Trust Certificates,
and such other goods, letters of credit, advices of credit, instruments,
money, documents, chattel paper or certificated securities shall be deemed to
be "possession by the secured party", or possession by a purchaser or a
person designated by him or her, for purposes of perfecting the security
interest pursuant to the Uniform Commercial Code (including, without
limitation, Sections 9-305, 8-313 or 8-321 thereof) as in force in the
relevant jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and the Trustee shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the First Level
Certificate Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement. In connection
herewith, the Trustee shall have all of the rights and remedies of a secured
party and creditor under the Uniform Commercial Code as in force in the
relevant jurisdiction.
In connection with the transfer and assignment described in the first
paragraph of this Section 2.05, the Company shall, concurrently with the
execution and delivery hereof, deliver to, and deposit with, the Trustee the
Mortgage Trust Certificates, which shall on original issuance thereof and at
all times be registered in the name of the Trustee.
The Trustee is authorized, with the Master Servicer's consent, to
appoint any bank or trust company approved by and unaffiliated with each of
the Company and the Master Servicer as Custodian of the documents or
instruments referred to above in this Section 2.05, and to enter into a
Custodial Agreement for such purpose; provided, however, that the Trustee
shall be and remain liable for actions of any such Custodian only to the
extent it would otherwise be responsible for such acts hereunder.
The Company and the Trustee agree that the Company, on behalf of the
First Level Certificate Trust Fund, shall elect to treat the First Level
Certificate Trust Fund as a REMIC within the meaning of Section 860D of the
Code and, if necessary, under applicable state laws. Such election shall be
included in the Form 1066 and any appropriate state return to be filed on
behalf of the REMIC constituted by the First Level Certificate Trust Fund for
its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the First Level Certificate Trust Fund within the meaning of
Section 860G(a)(9) of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the First Level Certificate Trust
Fund are hereby designated as "regular interests" for purposes of Section
860G(a)(1) of the Code. The Class R-2 Certificates are being issued in a
single Class, which is hereby designated as the sole class of "residual
interests" in the First Level Certificate Trust Fund for purposes of Section
860G(a)(2) of the Code.
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The parties intend that the affairs of the First Level Certificate Trust
Fund formed hereunder shall constitute, and that the affairs of the First
Level Certificate Trust Fund shall be conducted so as to qualify it as, a
REMIC. In furtherance of such intention, the Company covenants and agrees
that it shall act as agent for the Tax Matters Person (and the Company is
hereby appointed to act as Tax Matters Person) on behalf of the First Level
Certificate Trust Fund and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, a federal tax return using a
calendar year as the taxable year and using an accrual method of accounting
for the First Level Certificate Trust Fund when and as required by the REMIC
provisions and other applicable federal income tax laws; (b) make an
election, on behalf of the First Level Certificate Trust Fund, to be treated
as a REMIC on the federal tax return of the First Level Certificate Trust
Fund for its first taxable year, in accordance with the REMIC provisions; (c)
prepare and forward, or cause to be prepared and forwarded, to the First
Level Certificate Trust Certificateholders and the Class R-2
Certificateholders all information reports as and when required to be
provided to them in accordance with the REMIC provisions; (d) conduct the
affairs of the First Level Certificate Trust Fund at all times that any First
Level Certificate Trust Certificates are outstanding so as to maintain the
status of the First Level Certificate Trust Fund as a REMIC under the REMIC
provisions; (e) not knowingly or intentionally take any action or omit to
take any action that would cause the termination of the REMIC status of the
First Level Certificate Trust Fund; and (f) pay the amount of any federal
prohibited transaction penalty taxes imposed on the First Level Certificate
Trust Fund when and as the same shall be due and payable (but such obligation
shall not prevent the Company or any other appropriate person from contesting
any such tax in appropriate proceedings and shall not prevent the Company
from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings); provided, that the Company shall be entitled to
be indemnified from the First Level Certificate Trust Fund for any such
prohibited transaction penalty taxes if the Company's failure to exercise
reasonable care was not the primary cause of the imposition of such
prohibited transaction penalty taxes.
The Trustee and the Master Servicer shall promptly provide the Company
with such information as the Company may from time to time request for the
purpose of enabling the Company to prepare tax returns.
In the event that any tax is imposed on "prohibited transactions" of the
First Level Certificate Trust Fund as defined in Section 860F of the Code and
not paid by the Company pursuant to clause (f) of the second preceding
paragraph, such tax shall be charged against amounts otherwise distributable
to the Holders of the Class R-2 Certificates. Notwithstanding anything to the
contrary contained herein, the Company is hereby authorized to retain from
amounts otherwise distributable to the Holders of the Class R-2 Certificates
on any Distribution Date sufficient funds to reimburse the Company for the
payment of such tax (to the extent that the Company has not been previously
reimbursed therefor).
Section 2.06. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt
of the Mortgage Trust Certificates referred to in Section 2.05 above and
declares that as of the Closing Date it holds and shall hold such documents,
and the First Level Certificate Trust Fund, as Trustee in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
First Level Certificate Trust Certificateholders and the Class R-2
Certificateholders.
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE MORTGAGE TRUST CERTIFICATES. The Company hereby represents and warrants
to the Trustee that:
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(i) immediately prior to the transfer and assignment of the Mortgage
Trust Certificates to the Trustee herein contemplated, the Company had
good title to, and was the sole owner and holder of, each Mortgage Trust
Certificate, free and clear of all liens, pledges, charges or security
interests of any nature, and there had been no other sale or assignment
thereof; the Company had full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell and
assign the same; and immediately upon such transfer and assignment, the
Trustee will have good title thereto and will be the sole legal owner
thereof;
(ii) as of the date of the transfer of the Mortgage Trust Certificates
to the Trustee there is no valid offset, defense or counterclaim to any
Mortgage Trust Certificates;
(iii) each Mortgage Trust Certificate complies in all material respects
with applicable state or federal laws, regulations and other requirements
pertaining to usury; and
(iv) as of the date of the initial issuance of the Mortgage Trust
Certificates, all taxes and government assessments due and owing in
connection with such issuance have been paid.
It is understood and agreed that the representations and warranties set
forth in this Section 2.07 shall survive delivery of the Mortgage Trust
Certificates to the Trustee, or to a Custodian, as the case may be. Upon
discovery by the Company, the Trustee or any Custodian of a breach of any of
the foregoing representations and warranties (referred to herein as a
"breach"), which breach materially and adversely affects the value of the
related Mortgage Trust Certificates or the interests of the First Level
Certificate Trust Certificateholders in the related Mortgage Trust
Certificates, the party discovering such breach shall give prompt written
notice to the others and to the Rating Agency.
Section 2.08. AUTHENTICATION OF FIRST LEVEL CERTIFICATE TRUST
CERTIFICATES AND THE CLASS R-2 CERTIFICATES. The Trustee acknowledges the
transfer and assignment to it of the property constituting the First Level
Certificate Trust Fund and, as of the Closing Date, shall cause to be
authenticated and delivered to or upon the order of the Company, in exchange for
the property constituting the First Level Certificate Trust Fund, First Level
Certificate Trust Certificates and the Class R-2 Certificates in Authorized
Denominations evidencing the entire ownership of the First Level Certificate
Trust Fund.
Section 2.09. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC ELECTION
AND DESIGNATIONS. Concurrently with the execution and delivery hereof, the
Company does hereby agree to irrevocably sell, transfer, assign, set over,
and otherwise convey to the Trustee in trust for the benefit of the
Certificate Trust Certificateholders and the Class R Certificateholders,
without recourse, all the Company's right, title and interest in and to the
Certificate Trust Fund, including all interest and principal received by the
Company on or with respect to the First Level Certificate Trust Certificates
after the Cut-Off Date. The Trustee hereby accepts the trust created hereby
and acknowledges that it holds the First Level Certificate Trust Certificates
for the benefit of the holders of the Certificate Trust Certificates and the
Class R Certificates issued pursuant to this Agreement. It is the express
intent of the parties hereto that the conveyance of the Certificate Trust
Fund to the Trustee by the Company as provided in this Section 2.09 be, and
be construed as, an absolute sale of the Certificate Trust Fund. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge of the Certificate Trust Fund by the Company to the Trustee to secure
a debt or other obligation of the Company. However, in the event that,
notwithstanding the intent of the parties, the Certificate Trust Fund is held
to be the property of the Company, or if for any other reason this Agreement
is held or deemed to create a security interest in the Certificate Trust
Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the conveyance provided for in this Section 2.09 shall be deemed
to be a grant by the Company to the Trustee of a security interest in all of
the Company's right, title, and interest, whether now owned or hereafter
acquired, in and to:
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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
below: The First Level Certificate Trust Certificates, including without
limitation all rights represented thereby in and to the Mortgage Trust
Certificates, including without limitation all rights represented thereby
in and to (i) the Mortgage Loans including the Mortgage Notes, the
related Mortgages, and title, hazard and primary mortgage insurance
policies identified on the Mortgage Loan Schedule as defined in this
Agreement, including all Substitute Mortgage Loans, and all distributions
with respect thereto payable on and after the Cut-Off Date, (ii) the
Certificate Account, the Investment Account, the Custodial Accounts for
P&I and the Custodial Accounts for Reserves, including all income from
the investment of funds therein (including any accrued discount realized
on liquidation of any investment purchased at a discount), (iii) all
property or rights arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with respect
to, or claims against other persons with respect to, all or any part of
the collateral described in (i)-(ii) above (including any accrued
discount realized on liquidation of any investment purchased at a
discount), and (iv) all cash and non-cash proceeds of the collateral
described in (i)-(iii) above;
(II) All accounts, contract rights, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit, uncertificated securities
and other rights arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with respect
to, or claims against other persons with respect to, all or any part of
the collateral described in (I) above (including any accrued discount
realized on liquidation of any investment purchased at a discount); and
(III) All cash and non-cash proceeds of the collateral described in (I)
and (II) above;
(c) the possession by the Trustee of the First Level Certificate Trust
Certificates, and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities shall be
deemed to be "possession by the secured party", or possession by a purchaser or
a person designated by him or her, for purposes of perfecting the security
interest pursuant to the Uniform Commercial Code (including, without limitation,
Sections 9-305, 8-313 or 8-321 thereof) as in force in the relevant
jurisdiction; and
(d) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.
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The Company and the Trustee shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Certificate Trust
Fund, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as
such throughout the term of this Agreement. In connection herewith, the
Trustee shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.
In connection with the transfer and assignment described in the first
paragraph of this Section 2.09, the Company shall, concurrently with the
execution and delivery hereof, deliver to, and deposit with, the Trustee the
First Level Certificate Trust Certificates, which shall on original issuance
thereof and at all times be registered in the name of the Trustee.
The Trustee is authorized, with the Master Servicer's consent, to
appoint any bank or trust company approved by and unaffiliated with each of
the Company and the Master Servicer as Custodian of the documents or
instruments referred to above in this Section 2.09, and to enter into a
Custodial Agreement for such purpose; provided, however, that the Trustee
shall be and remain liable for actions of any such Custodian only to the
extent it would otherwise be responsible for such acts hereunder.
The Company and the Trustee agree that the Company, on behalf of the
Certificate Trust Fund, shall elect to treat the Certificate Trust Fund as a
REMIC within the meaning of Section 860D of the Code and, if necessary, under
applicable state laws. Such election shall be included in the Form 1066 and
any appropriate state return to be filed on behalf of the REMIC constituted
by the Certificate Trust Fund for its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Certificate Trust Fund within the meaning of Section
860G(a)(9) of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Certificate Trust Fund are
hereby designated as "regular interests" for purposes of Section 860G(a)(1)
of the Code. The Class R Certificates are being issued in a single Class,
which is hereby designated as the sole class of "residual interests" in the
Certificate Trust Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Certificate Trust Fund
formed hereunder shall constitute, and that the affairs of the Certificate
Trust Fund shall be conducted so as to qualify it as, a REMIC. In furtherance
of such intention, the Company covenants and agrees that it shall act as
agent for the Tax Matters Person (and the Company is hereby appointed to act
as Tax Matters Person) on behalf of the Certificate Trust Fund and that in
such capacity it shall: (a) prepare and file, or cause to be prepared and
filed, a federal tax return using a calendar year as the taxable year and
using an accrual method of accounting for the Certificate Trust Fund when and
as required by the REMIC provisions and other applicable federal income tax
laws; (b) make an election, on behalf of the Certificate Trust Fund, to be
treated as a REMIC on the federal tax return of the Certificate Trust Fund
for its first taxable year, in accordance with the REMIC provisions; (c)
prepare and forward, or cause to be prepared and forwarded, to the
Certificate Trust Certificateholders and the Class R Certificateholders all
information reports as and when required to be provided to them in accordance
with the REMIC provisions; (d) conduct the affairs of the Certificate Trust
Fund at all times that any Certificate Trust Certificates are outstanding so
as to maintain the status of the Certificate Trust Fund as a REMIC under the
REMIC provisions; (e) not knowingly or intentionally take any action or omit
to take any action that would cause the termination of the REMIC status of
the Certificate Trust Fund; and (f) pay the amount of any federal prohibited
transaction penalty taxes imposed on the Certificate Trust Fund when and as
the same shall be due and payable (but such obligation shall not prevent the
Company or any other appropriate person from contesting any such tax in
appropriate proceedings and shall not prevent the Company from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); provided, that the Company shall be entitled to be indemnified
from the Certificate Trust Fund for any such prohibited transaction penalty
taxes if the Company's failure to exercise reasonable care was not the
primary cause of the imposition of such prohibited transaction penalty taxes.
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The Trustee and the Master Servicer shall promptly provide the Company
with such information as the Company may from time to time request for the
purpose of enabling the Company to prepare tax returns.
In the event that any tax is imposed on "prohibited transactions" of
the Certificate Trust Fund as defined in Section 860F of the Code and not
paid by the Company pursuant to clause (f) of the second preceding paragraph,
such tax shall be charged against amounts otherwise distributable to the
Holders of the Class R Certificates. Notwithstanding anything to the contrary
contained herein, the Company is hereby authorized to retain from amounts
otherwise distributable to the Holders of the Class R Certificates on any
Distribution Date sufficient funds to reimburse the Company for the payment
of such tax (to the extent that the Company has not been previously
reimbursed therefor).
Section 2.10. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt
of the First Level Certificate Trust Certificates referred to in Section 2.09
above and declares that as of the Closing Date it holds and shall hold such
documents, and the Certificate Trust Fund, as Trustee in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificate Trust Certificateholders and the Class R Certificateholders.
Section 2.11. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING
THE FIRST LEVEL CERTIFICATE TRUST CERTIFICATES. The Company hereby represents
and warrants to the Trustee that:
(i) immediately prior to the transfer and assignment of the First
Level Certificate Trust Certificates to the Trustee herein contemplated,
the Company had good title to, and was the sole owner and holder of, each
First Level Certificate Trust Certificate, free and clear of all liens,
pledges, charges or security interests of any nature, and there had been
no other sale or assignment thereof; the Company had full right and
authority, subject to no interest or participation of, or agreement with,
any other party, to sell and assign the same; and immediately upon such
transfer and assignment, the Trustee will have good title thereto and
will be the sole legal owner thereof;
(ii) as of the date of the transfer of the First Level Certificate
Trust Certificates to the Trustee there is no valid offset, defense or
counterclaim to any First Level Certificate Trust Certificates;
(iii) each First Level Certificate Trust Certificate complies in all
material respects with applicable state or federal laws, regulations and
other requirements pertaining to usury; and
(iv) as of the date of the initial issuance of the First Level
Certificate Trust Certificates, all taxes and government assessments due
and owing in connection with such issuance have been paid.
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It is understood and agreed that the representations and warranties set
forth in this Section 2.11 shall survive delivery of the First Level
Certificate Trust Certificates to the Trustee, or to a Custodian, as the case
may be. Upon discovery by the Company, the Trustee or any Custodian of a
breach of any of the foregoing representations and warranties (referred to
herein as a "breach"), which breach materially and adversely affects the
value of the related First Level Certificate Trust or the interests of the
Certificate Trust Certificateholders in the related First Level Certificate
Trust Certificates, the party discovering such breach shall give prompt
written notice to the others and to the Rating Agency.
Section 2.12. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND THE
CLASS R CERTIFICATES. The Trustee acknowledges the transfer and assignment to
it of the property constituting the Certificate Trust Fund and, as of the
Closing Date, shall cause to be authenticated and delivered to or upon the
order of the Company, in exchange for the property constituting the
Certificate Trust Fund, Certificate Trust Certificates and the Class R
Certificates in Authorized Denominations evidencing the entire ownership of
the Certificate Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. The Company shall
act as Master Servicer to service and administer the Mortgage Loans on behalf
of the Trustee and for the benefit of the Certificateholders in accordance
with the terms hereof and in the same manner in which, and with the same
care, skill, prudence and diligence with which, it services and administers
similar mortgage loans for other portfolios, and shall have full power and
authority to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable,
including, without limitation, the power and authority to bring actions and
defend the Mortgage Trust Fund, the First Level Certificate Trust Fund or the
Certificate Trust Fund, as applicable, on behalf of the Trustee in order to
enforce the terms of the Mortgage Notes. The Master Servicer may perform its
master servicing responsibilities through agents or independent contractors,
but shall not thereby be released from any of its responsibilities hereunder
and the Master Servicer shall diligently pursue all of its rights against
such agents or independent contractors.
The Master Servicer shall make reasonable efforts to collect or cause
to be collected all payments called for under the terms and provisions of the
Mortgage Loans and shall, to the extent such procedures shall be consistent
with this Agreement and the terms and provisions of any Primary Insurance
Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy,
and federal flood insurance, cause to be followed such collection procedures
as are followed with respect to mortgage loans comparable to the Mortgage
Loans and held in portfolios of responsible mortgage lenders in the local
areas where each Mortgaged Property is located. The Master Servicer shall
enforce "due-on-sale" clauses with respect to the Mortgage Loans, to the
extent permitted by law, subject to the provisions set forth in Section 3.08.
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Consistent with the foregoing, the Master Servicer may in its
discretion (i) waive or cause to be waived any assumption fee or late payment
charge in connection with the prepayment of any Mortgage Loan and (ii) only
upon determining that the coverage of any applicable insurance policy or
guaranty related to a Mortgage Loan will not be materially adversely
affected, arrange a schedule, running for no more than 180 days after the
first delinquent Due Date, for payment of any delinquent installment on any
Mortgage Note or for the liquidation of delinquent items. The Master Servicer
shall have the right, but not the obligation, to repurchase any delinquent
Mortgage Loan 90 days after the first delinquent Due Date for an amount equal
to its Purchase Price; PROVIDED, HOWEVER, that the aggregate Purchase Price
of Mortgage Loans so repurchased shall not exceed one-half of one percent
(0.50%) of the aggregate Principal Balance of all Mortgage Loans as of the
Cut-Off Date.
The Master Servicer is hereby authorized and empowered by the Trustee
to execute and deliver or cause to be executed and delivered on behalf of the
Mortgage Trust Certificateholders, the Class R-1 Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release, discharge or modification,
assignments of Mortgages and endorsements of Mortgage Notes in connection
with refinancings (in jurisdictions where such assignments are the customary
and usual standard of practice of mortgage lenders) and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Trustee shall furnish the Master Servicer, at the
Master Servicer's direction, with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to carry out its
supervisory, servicing and administrative duties under this Agreement.
The Master Servicer and each Servicer shall obtain (to the extent
generally commercially available from time to time) and maintain fidelity
bond and errors and omissions coverage acceptable to FNMA or FHLMC with
respect to their obligations under this Agreement and the applicable Selling
and Servicing Contract, respectively. The Master Servicer or each Servicer,
as applicable, shall establish escrow accounts for, or pay when due (by means
of an advance), any tax liens in connection with the Mortgaged Properties
that are not paid by the Mortgagors when due to the extent that any such
payment would not constitute a Nonrecoverable Advance when made.
Notwithstanding the foregoing, the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of
the Code (including any proposed, temporary or final regulations promulgated
thereunder) (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is treated as a Principal Prepayment
or in a default situation) and cause any of the three REMICs to fail to
qualify as such under the Code. The Master Servicer shall be entitled to
approve a request from a Mortgagor for a partial release of the related
Mortgaged Property, the granting of an easement thereon in favor of another
Person, any alteration or demolition of the related Mortgaged Property or
other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that the Trust Fund would not fail to continue to qualify as a REMIC
under the Code as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the startup day would be imposed on
any of the three REMICs as a result thereof.
Section 3.02. CUSTODIAL ACCOUNTS. The Master Servicer shall cause to
be established and maintained Custodial Accounts for P&I, Buydown Fund
Accounts (if any) and special Custodial Accounts for Reserves and shall
deposit or cause to be deposited therein daily the amounts related to the
Mortgage Loans required by the Selling and Servicing Contracts to be so
deposited. Proceeds received with respect to individual Mortgage Loans from
any title, hazard, or FHA insurance policy, VA guaranty, Primary Insurance
Policy, or other insurance policy covering such Mortgage Loans shall be
deposited first in the Custodial Account for Reserves if required for the
restoration or repair of the related Mortgaged Property. Proceeds from such
insurance policies not so deposited in the Custodial Account for Reserves
shall be deposited in the Custodial Account for P&I, and shall be applied to
the balances of the related Mortgage Loans as payments of interest and
principal.
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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, Section 4.05 or Section 4.09 of this Agreement, as applicable.
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS.
(a) Not later than the Withdrawal Date, the Master Servicer shall
withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I,
for deposit in the Certificate Account or Investment Account at the Master
Servicer's option, in an amount representing:
(i) Scheduled installments of principal and interest on the Mortgage
Loans received or advanced by the applicable Servicer which were due on
the Due Date prior to such Withdrawal Date, net of Servicing Fees due the
applicable Servicer and less any amounts to be withdrawn later by the
applicable Servicer from the applicable Buydown Fund Accounts;
(ii) Payoffs and the proceeds of other types of liquidations of Mortgage
Loans received by the applicable Servicer for such Mortgage Loans during
the applicable period, with interest to the date of Payoff or liquidation
less any amounts to be withdrawn later by the applicable Servicer from
the applicable Buydown Fund Accounts; and
(iii) Curtailments received by the applicable Servicer in the Prior
Period.
In addition, the Master Servicer may, at its option, withdraw or direct
the withdrawal, for deposit in the Investment Account, of any funds in the
Certificate Account to be distributed on the related Distribution Date.
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At its option, the Master Servicer may invest funds withdrawn from the
Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds
and Liquidation Proceeds previously received by the Master Servicer
(including amounts paid by the Company in respect of any Purchase Obligation
or its substitution obligations set forth in Section 2.02 or Section 2.03 or
in connection with the exercise of the option to terminate this Agreement
pursuant to Section 9.01) for its own account and at its own risk, during any
period prior to their deposit in the Certificate Account. Such funds, as well
as any funds which were withdrawn from the Custodial Accounts for P&I on or
before the Withdrawal Date, but not yet deposited into the Certificate
Account, shall immediately be deposited by the Master Servicer with the
Investment Depository in an Investment Account in the name of the Master
Servicer and the Trustee for investment only as set forth in this Section
3.03. The Master Servicer shall bear any and all losses incurred on any
investments made with such funds and shall be entitled to retain all gains
realized on such investments as additional servicing compensation. Not later
than the Business Day prior to the Distribution Date, the Master Servicer
shall deposit such funds, net of any gains (except Payoff Earnings) earned
thereon, in the Certificate Account.
(b) Funds held in the Investment Account shall be invested in (i) one
or more Eligible Investments which shall in no event mature later than the
Business Day prior to the related Distribution Date (except if such Eligible
Investments are obligations of the Trustee, such Eligible Investments may
mature on the Distribution Date), or (ii) such other instruments as shall be
required to maintain the Ratings.
Section 3.04. THE CERTIFICATE ACCOUNT.
(a) Not later than the Business Day prior to the related Distribution
Date, the Master Servicer shall direct the Investment Depository to deposit
the amounts previously deposited into the Investment Account (which may
include a deposit of Eligible Investments) to which the Mortgage Trust
Certificateholders and the Class R-1 Certificateholders are entitled into the
Certificate Account. In addition, not later than the Business Day prior to
the Distribution Date, the Master Servicer shall deposit into the Certificate
Account any Monthly P&I Advances or other payments required to be made by the
Master Servicer pursuant to Section 4.03 of this Agreement and any Insurance
Proceeds or Liquidation Proceeds (including amounts paid by the Company in
respect of any Purchase Obligation or in connection with the exercise of its
option to terminate this Agreement pursuant to Section 9.01) not previously
deposited in the Custodial Accounts for P&I or the Investment Account.
(b) Funds held in the Certificate Account shall be invested at the
direction of the Master Servicer in (i) one or more Eligible Investments
which shall in no event mature later than the Business Day prior to the
related Distribution Date (except if such Eligible Investments are
obligations of the Trustee, such Eligible Investments may mature on the
Distribution Date), or (ii) such other instruments as shall be required to
maintain the Ratings.
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE BUYDOWN FUND
ACCOUNTS.
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(a) The Master Servicer is authorized to make withdrawals, from time to
time, from the Certificate Account or the Custodial Account for P&I, as
applicable, of amounts deposited therein in respect of the Certificates, as
follows:
(i) To reimburse itself or the applicable Servicer for Monthly P&I
Advances made pursuant to Section 4.03 or a Selling and Servicing
Contract, the Master Servicer's right to reimburse itself or such
Servicer pursuant to this paragraph (i) being limited to amounts received
on particular Mortgage Loans (including, for this purpose, Insurance
Proceeds and Liquidation Proceeds) which represent late recoveries of
principal and/or interest respecting which any such Monthly P&I Advance
was made;
(ii) To reimburse itself or the applicable Servicer for amounts expended
by or for the account of the Master Servicer pursuant to Section 3.09 or
amounts expended by such Servicer pursuant to the Selling and Servicing
Contracts in connection with the restoration of property damaged by an
Uninsured Cause or in connection with the liquidation of a Mortgage Loan;
(iii) To pay to itself the Master Servicing Fee (net of Compensating
Interest reduced by Payoff Earnings and Payoff Interest) as to which no
prior withdrawals from funds deposited by the Master Servicer have been
made;
(iv) To reimburse itself or the applicable Servicer for advances which
the Master Servicer has determined to be Nonrecoverable Advances;
(v) To pay to itself reinvestment earnings deposited or earned in the
Certificate Account (net of reinvestment losses) to which it is entitled
and to reimburse itself for expenses incurred by and reimbursable to it
pursuant to Section 6.03;
(vi) To deposit amounts in the Investment Account representing amounts
in the Certificate Account not required to be on deposit therein at the
time of such withdrawal; and
after making or providing for the above withdrawals
(vii) To clear and terminate the Certificate Account pursuant to
Section 9.01.
Since, in connection with withdrawals pursuant to paragraphs (i) and
(ii), the Master Servicer's entitlement thereto is limited to collections or
other recoveries on the related Mortgage Loan, the Master Servicer or the
applicable Servicer shall keep and maintain separate accounting for each
Mortgage Loan, for the purpose of justifying any such withdrawals.
(b) The Master Servicer (or the applicable Servicer, if such Servicer
holds and maintains a Buydown Fund Account) is authorized to make
withdrawals, from time to time, from the Buydown Fund Account or Custodial
Account for P&I of the following amounts of Buydown Funds:
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(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 fire insurance with extended
coverage in an amount which is not less than the original principal balance of
such Mortgage Loan, except in cases approved by the Master Servicer in which
such amount exceeds the value of the improvements to the Mortgaged Property. The
Master Servicer shall also require fire insurance with extended coverage in a
comparable amount on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan. Any amounts collected under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property) shall be deposited into the Custodial Account for P&I,
subject to withdrawal pursuant to the applicable Selling and Servicing Contract
and pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs incurred
in maintaining any insurance described in this Section 3.07 shall be recoverable
as an advance by the Master Servicer from the Certificate Account. Such
insurance shall be with insurers approved by the Master Servicer and FNMA or
FHLMC. Other additional insurance may be required of a Mortgagor, in addition to
that required pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance. Where any part
of any improvement to the Mortgaged Property is located in a federally
designated special flood hazard area and in a community which participates in
the National Flood Insurance Program at the time of origination of the related
Mortgage Loan, the Master Servicer shall cause flood insurance to be 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.
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Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS. When any Mortgaged Property is about to be conveyed by the
Mortgagor, the Master Servicer shall, to the extent it has knowledge of such
prospective conveyance and prior to the time of the consummation of such
conveyance, exercise on behalf of the Trustee the Trustee's rights to
accelerate the maturity of such Mortgage Loan, to the extent that such
acceleration is permitted by the terms of the related Mortgage Note, under
any "due-on-sale" clause applicable thereto; provided, however, that the
Master Servicer shall not exercise any such right if the due-on-sale clause,
in the reasonable belief of the Master Servicer, is not enforceable under
applicable law or if such exercise would result in non-coverage of any
resulting loss that would otherwise be covered under any insurance policy. In
the event the Master Servicer is prohibited from exercising such right, the
Master Servicer is authorized to take or enter into an assumption and
modification agreement from or with the Person to whom a Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law
or unless the Mortgage Note contains a provision allowing a qualified
borrower to assume the Mortgage Note, the Mortgagor remains liable thereon;
provided that the Mortgage Loan shall continue to be covered (if so covered
before the Master Servicer enters such agreement) by any related Primary
Insurance Policy. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted
as Mortgagor and becomes liable under the Mortgage Note. The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement
has been completed by forwarding to the Trustee the original copy of such
substitution or assumption agreement and other documents and instruments
constituting a part thereof. In connection with any such assumption or
substitution agreement, the terms of the related Mortgage Note shall not be
changed. Any fee collected by the applicable Servicer for entering into an
assumption or substitution of liability agreement shall be retained by such
Servicer as additional servicing compensation.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach
or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or any assumption which the
Master Servicer may be restricted by law from preventing, for any reason
whatsoever.
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master
Servicer shall foreclose upon or otherwise comparably convert, or cause to be
foreclosed upon or comparably converted, the ownership of any Mortgaged
Property securing a Mortgage Loan which comes into and continues in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.01. In lieu of such foreclosure or
other conversion, and taking into consideration the desirability of
maximizing net Liquidation Proceeds after taking into account the effect of
Insurance Proceeds upon Liquidation Proceeds, the Master Servicer may, to the
extent consistent with prudent mortgage loan servicing practices, accept a
payment of less than the outstanding Principal Balance of a delinquent
Mortgage Loan in full satisfaction of the indebtedness evidenced by the
related Mortgage Note and release the lien of the related Mortgage upon
receipt of such payment. The Master Servicer shall not foreclose upon or
otherwise comparably convert a Mortgaged Property if there is evidence of
toxic waste, other hazardous substances or other evidence of environmental
contamination thereon and the Master Servicer determines that it 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
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shall not be required to advance its own funds towards the restoration of the
property unless it shall be determined in the sole judgment of the Master
Servicer, (i) that such restoration will increase the proceeds of liquidation
of the Mortgage Loan to Certificateholders after reimbursement to itself for
such expenses, and (ii) that such expenses will be recoverable to it through
Liquidation Proceeds. The Master Servicer shall be responsible for all other
costs and expenses incurred by it in any such proceedings; provided, however,
that it shall be entitled to reimbursement thereof (as well as its normal
servicing compensation) as an advance. The Master Servicer shall maintain
information required for tax reporting purposes regarding any Mortgaged
Property which is abandoned or which has been foreclosed or otherwise
comparably converted. The Master Servicer shall report such information to
the Internal Revenue Service and the Mortgagor in the manner required by
applicable law.
The Mortgage Trust Fund shall not acquire any real property (or
personal property incident to such real property) except in connection with a
default or imminent default of a Mortgage Loan. In the event that the
Mortgage Trust Fund acquires any real property (or personal property incident
to such real property) in connection with a default or imminent default of a
Mortgage Loan, such property shall be disposed of by the Master Servicer
within two years after its acquisition by the Master Servicer for the
Mortgage Trust Fund, unless the Master Servicer provides to the Trustee an
Opinion of Counsel to the effect that the holding by the Mortgage Trust Fund
of such Mortgaged Property subsequent to two years after its acquisition will
not result in the imposition of taxes on "prohibited transactions" of the
Mortgage Trust Fund as defined in Section 860F of the Code or cause the
Mortgage Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding. The Master Servicer shall manage, conserve,
protect and operate each such property for the Certificateholders solely for
the purpose of its prompt disposition and sale in a manner which does not
cause such property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any
"income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions. Pursuant to its efforts to
sell such property, the Master Servicer shall either itself or through an
agent selected by the Master Servicer protect and conserve such property in
the same manner and to such extent as is customary in the locality where such
property is located and may, incident to its conservation and protection of
the interests of the Certificateholders, rent the same, or any part thereof,
as the Master Servicer deems to be in the best interest of the Master
Servicer and the Certificateholders for the period prior to the sale of such
property. Additionally, the Master Servicer shall perform the tax withholding
and shall file information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of foreclosures and
abandonments of any Mortgaged Property and the information returns relating
to cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and
deliver to the Trustee an Officers' Certificate on or before March 31 of each
year stating that such reports have been filed. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by
Sections 6050H, 6050J and 6050P of the Code.
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
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corporation" described in Code Section 881(c)(3)(C) with respect to any of
the three REMICs, the Mortgage Trust Fund, the Certificate Trust Fund or the
depositor. In the event the Trustee withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholder.
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon
the Payoff or scheduled maturity of any Mortgage Loan, the Master Servicer
shall cause such final payment to be immediately deposited in the related
Custodial Account for P&I or the Investment Account. Upon notice thereof, the
Master Servicer shall promptly notify the Trustee by a certification (which
certification shall include a statement to the effect that all amounts
received in connection with such payment which are required to be deposited
in either such account have been so deposited) of a Servicing Officer and
shall request delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall, not later than the fifth
succeeding Business Day, release the related Mortgage File to the Master
Servicer or the applicable Servicer indicated in such request. With any such
Payoff or other final payment, the Master Servicer is authorized to prepare
for and procure from the trustee or mortgagee under the Mortgage which
secured the Mortgage Note a deed of full reconveyance or other form of
satisfaction or assignment of Mortgage and endorsement of Mortgage Note in
connection with a refinancing covering the Mortgaged Property, which
satisfaction, endorsed Mortgage Note or assigning document shall be delivered
by the Master Servicer to the person or persons entitled thereto. No expenses
incurred in connection with such satisfaction or assignment shall be payable
to the Master Servicer by the Trustee or from the Certificate Account, the
Investment Account or the related Custodial Account for P&I. From time to
time as appropriate for the servicing or foreclosure of any Mortgage Loan,
including, for this purpose, collection under any Primary Insurance Policy,
the Trustee shall, upon request of the Master Servicer and delivery to it of
a trust receipt signed by a Servicing Officer, release not later than the
fifth Business Day following the date of receipt of such request the related
Mortgage File to the Master Servicer or the related Servicer as indicated by
the Master Servicer and shall execute such documents as shall be necessary to
the prosecution of any such proceedings. Such trust receipt shall obligate
the Master Servicer to return the Mortgage File to the Trustee when the need
therefor by the Master Servicer no longer exists, unless the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a
Servicing Officer similar to that herein above specified, the trust receipt
shall be released by the Trustee to the Master Servicer.
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS.
As compensation for its activities hereunder, the Master Servicer shall be
entitled to withdraw from the Certificate Account the amounts provided for by
Section 3.05(a)(iii). The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder,
including the Trustee's fees and shall not be entitled to reimbursement
therefor, except as specifically provided herein.
As compensation for its activities under the applicable Selling and
Servicing Contract, the applicable Servicer shall be entitled to withhold or
withdraw from the Custodial Account for P&I the amounts provided for in such
Selling and Servicing Contract. Each Servicer is required to pay all expenses
incurred by it in connection with its servicing activities under its Selling
and Servicing Contract (including payment of premiums for Primary Insurance
Policies, if required) and shall not be entitled to reimbursement therefor
except as specifically provided in such Selling and Servicing Contract and
not inconsistent with this Agreement.
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Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT.
Not later than 15 days after each Distribution Date, the Master Servicer
shall forward to the Trustee a statement, certified by a Servicing Officer,
setting forth the status of the Certificate Account as of the close of
business on such Distribution Date and showing, for the period covered by
such statement, the aggregate of deposits into and withdrawals from the
Certificate Account for each category of deposit specified in Section 3.04
and each category of withdrawal specified in Section 3.05, and stating that
all distributions required by this Agreement have been made (or if any
required distribution has not been made, specifying the nature and amount
thereof). Such statement shall be provided to any Certificateholder upon
request or by the Trustee to any Certificateholder at the expense of the
Master Servicer and shall also, to the extent available, include information
regarding delinquencies on the Mortgage Loans, indicating the number and
aggregate Principal Balance of Mortgage Loans which are one, two, three or
more months delinquent, the number and aggregate Principal Balance of
Mortgage Loans with respect to which foreclosure proceedings have been
initiated and the book value of any Mortgaged Property acquired by the
Mortgage Trust Fund through foreclosure, deed in lieu of foreclosure or other
exercise of the Mortgage Trust Fund's security interest in the Mortgaged
Property.
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer
shall deliver to the Trustee, on or before April 30 of each year, beginning
with the first April 30 succeeding the Cut-Off Date by at least six months,
an Officer's Certificate stating as to the signer thereof, that (i) a review
of the activities of the Master Servicer during the preceding calendar year
and performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof. Copies of such statement
shall be provided by the Master Servicer to Certificateholders upon request
or by the Trustee (solely to the extent that such copies are available to the
Trustee) at the expense of the Master Servicer, should the Master Servicer
fail to so provide such copies.
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS. In the event that the Certificates are legal
for investment by federally-insured savings associations, the Master Servicer
shall provide to the OTS, the FDIC and the supervisory agents and examiners
of the OTS and the FDIC access to the documentation regarding the Mortgage
Loans required by applicable regulations of the OTS or the FDIC, as
applicable, and shall in any event provide such access to the documentation
regarding the Mortgage Loans to the Trustee and its representatives, such
access being afforded without charge, but only upon reasonable request and
during normal business hours at the offices of the Master Servicer designated
by it.
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before April 30 of each year, beginning with the first April 30
succeeding the Cut-Off Date by at least six months, the Master Servicer, at
its expense, shall cause a firm of independent public accountants to furnish
a statement to the Trustee to the effect that, in connection with the firm's
examination of the financial statements of the Master Servicer's indirect
parent corporation and its subsidiaries, including the Master Servicer, 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.]
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Section 3.17. [RESERVED.]
Section 3.18. [RESERVED.]
Section 3.19. [RESERVED.]
Section 3.20. [RESERVED.]
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING
CONTRACTS BY TRUSTEE. In the event the Company or any successor Master
Servicer shall for any reason no longer be the Master Servicer (including by
reason of an Event of Default), the Trustee as trustee hereunder or its
designee shall thereupon assume all of the rights and obligations of the
Master Servicer under the Selling and Servicing Contracts with respect to the
Mortgage Loans in the Mortgage Pool unless the Trustee elects to terminate
the Selling and Servicing Contracts with respect to the Mortgage Loans in the
Mortgage Pool in accordance with the terms thereof. The Trustee, its designee
or the successor servicer for the Trustee shall be deemed to have assumed all
of the Master Servicer's interest therein with respect to the Mortgage Loans
and to have replaced the Master Servicer as a party to the Selling and
Servicing Contracts to the same extent as if the rights and duties under the
Selling and Servicing Contracts relating to the Mortgage Loans had been
assigned to the assuming party, except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Selling and
Servicing Contracts with respect to the Master Servicer's duties to be
performed prior to its termination hereunder.
The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to the
Selling and Servicing Contracts and the Mortgage Loans then being serviced
and an accounting of amounts collected and held by it and otherwise use its
best efforts to effect the orderly and efficient transfer of the rights and
duties under the Selling and Servicing Contracts relating to the Mortgage
Loans to the assuming party.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. MORTGAGE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly appointed
Paying Agent) shall (i) be deemed to have distributed from the Certificate
Account the Mortgage Trust Certificate Distribution Amount to the Mortgage
Trust Certificateholders and to have deposited such amount for their benefit
into the Certificate Account and (ii) withdraw from the Certificate Account
and distribute to the Class R-1 Certificateholders the sum of (a) Excess
Liquidation Proceeds and (b) the amounts to be distributed to the Class R-1
Certificateholders pursuant to the definition of "Mortgage Trust Certificate
Distribution Amount" herein for such Distribution Date, all in accordance
with written statements received from the Master Servicer pursuant to Section
4.03(b), by wire transfer in immediately available funds for the account of
each Mortgage Trust Certificateholder and Class R-1 Certificateholder, or by
any other means of payment acceptable to each such 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
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appearing in the Certificate Register. Notwithstanding any other provision of
this Agreement, no actual distributions pursuant to clause (i) of this
Section 4.01(a) shall be made on account of the deemed distributions
described in this paragraph except in the event of a liquidation of the
Certificate Trust Fund and the First Level Certificate Trust Fund and not the
Mortgage Trust Fund.
(b) All reductions in the Certificate Principal Balance of a Mortgage
Trust Certificate effected by distributions of principal or allocations of
Realized Losses with respect to Mortgage Loans made on any Distribution Date
shall be binding upon all Holders of such Mortgage Trust Certificate and of
any Certificate issued upon the registration of transfer or exchange therefor
or in lieu thereof, whether or not such distribution is noted on such
Mortgage Trust Certificate. The final distribution of principal of each
Mortgage Trust Certificate (and the final distribution with respect to the
Class R-1 Certificates upon termination of the Mortgage Trust Fund) shall be
payable in the manner provided above only upon presentation and surrender
thereof on or after the Distribution Date therefor at the office or agency of
the Certificate Registrar specified in the notice delivered pursuant to
Section 4.01(c)(ii) or Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Mortgage Loans and Insurance Proceeds and Liquidation
Proceeds received and expected to be received during the Prior Period, the
Master Servicer has notified the Trustee that it believes that the entire
remaining unpaid Class Principal Balance of any Class of Mortgage Trust
Certificates will become distributable on the next Distribution Date, the
Trustee, as Holder of the Mortgage Trust Certificates, will be deemed to have
notice that:
(i) each such Mortgage Trust Certificate is to be so retired,
(ii) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final distribution
will be payable on such Distribution Date, but only upon cancellation of
such Mortgage Trust Certificate by the Trustee, and (B) no interest shall
accrue on such Mortgage Trust Certificate after such Distribution Date.
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS. With
each distribution from the Certificate Account on a Distribution Date, the
Master Servicer shall prepare and forward to the Trustee (and to the Company
if the Company is no longer acting as Master Servicer), and the Trustee shall
forward to each Mortgage Trust Certificateholder and Class R-1
Certificateholder, a statement setting forth, to the extent applicable: the
amount of 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 Mortgage Trust Certificateholder or Class R-1
Certificateholder or the Trustee, the Master Servicer shall forward to such
Certificateholder, the Trustee and the Company (if the Company is no longer
acting as Master Servicer) an additional report which sets forth with respect
to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage Loans
delinquent one, two and three months or more;
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(b) The (i) number and aggregate Principal Balance of Mortgage Loans
with respect to which foreclosure proceedings have been initiated, and (ii)
number and aggregate book value of Mortgaged Properties acquired through
foreclosure, deed in lieu of foreclosure or other exercise of rights
respecting the Trustee's security interest in the Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Class Y-1,
Class Y-2, Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class IIP-M, Class
IIX-M and Class R-1 Certificates remaining as of the close of business on
the applicable Determination Date;
(d) The amount of Bankruptcy Coverage available to the Class Y-1,
Class Y-2, Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class IIP-M, Class
IIX-M and Class R-1 Certificates remaining as of the close of business on
the applicable Determination Date;
(e) The amount of Fraud Coverage available to the Class Y-1, Class
Y-2, Class Z-1, Class Z-2, Class IP-M, Class IX-M, Class IIP-M, Class IIX-M
and Class R-1 Certificates remaining as of the close of business on the
applicable Determination Date; and
(f) The amount of Realized Losses allocable to the Mortgage Trust
Certificates and Class R-1 Certificates on the related Distribution Date and
the cumulative amount of Realized Losses allocated to such Certificates
since the Cut-Off Date.
Upon request by any Mortgage Trust Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in
the Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A of the Securities Act.
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO
THE TRUSTEE.
(a) To the extent described below, the Master Servicer is obligated to
advance its own funds to the Certificate Account to cover any shortfall
between (i) payments scheduled to be received in respect of the Mortgage
Loans, and (ii) the amounts actually deposited in the Certificate Account on
account of such payments. The Master Servicer's obligation to make any
advance or advances described in this Section 4.03 is effective only to the
extent that such advance is, in the good faith judgment of the Master
Servicer made on or before the Business Day immediately following the
Withdrawal Date, reimbursable from Insurance Proceeds or Liquidation Proceeds
of the related Mortgage Loans or recoverable as late Monthly Payments with
respect to the related Mortgage Loans or otherwise.
Prior to the close of business on the Business Day immediately
following each Withdrawal Date, the Master Servicer shall determine whether
or not it will make a Monthly P&I Advance on the next succeeding Distribution
Date (in the event that the applicable Servicer fails to make such advances)
and shall furnish a statement to the Trustee, the Paying Agent, if any, and
to any Mortgage Trust Certificateholder, First Level Certificate Trust
Certificateholder, Certificate Trust Certificateholder or Residual
Certificateholder requesting the same, setting forth the aggregate amount
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to be distributed on the next succeeding Distribution Date on account of
principal and interest, stated separately. In the event that full scheduled
amounts of principal and interest shall not have been received by or on
behalf of the Master Servicer prior to such Determination Date and the Master
Servicer shall have determined that a Monthly P&I Advance shall be made in
accordance with this Section 4.03, the Master Servicer shall so specify and
shall specify the aggregate amount of such advance.
In the event that the Master Servicer shall be required to make a
Monthly P&I Advance, it shall on the Business Day prior to the related
Distribution Date either (i) deposit in the Certificate Account an amount
equal to such Monthly P&I Advance, (ii) make an appropriate entry in the
records of the Certificate Account that funds in such account being held for
future distribution or withdrawal have been, as permitted by this Section
4.03, used by the Master Servicer to make such Monthly P&I Advance, or (iii)
make advances in the form of any combination of (i) and (ii) aggregating the
amount of such Monthly P&I Advance. Any funds being held for future
distribution to Certificateholders and so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on the Business Day
immediately preceding any future Distribution Date to the extent that funds
in the Certificate Account on such Distribution Date shall be less than
payments to Certificateholders required to be made on such date. Under each
Selling and Servicing Contract, the Master Servicer is entitled to receive
from the Custodial Accounts for P&I amounts received by the applicable
Servicer on particular Mortgage Loans as late payments of principal and
interest or as Liquidation or Insurance Proceeds and respecting which the
Master Servicer has made an unreimbursed advance of principal and interest.
The Master Servicer is also entitled to receive other amounts from the
Custodial Accounts for P&I to reimburse itself for prior Nonrecoverable
Advances respecting Mortgage Loans serviced by the applicable Servicer. The
Master Servicer shall deposit these amounts in the Certificate Account prior
to withdrawal pursuant to Section 3.05.
In accordance with Section 3.05, Monthly P&I Advances are reimbursable
to the Master Servicer from cash in the Certificate Account to the extent
that the Master Servicer shall determine that any such advances previously
made are Nonrecoverable Advances pursuant to Section 4.04.
(b) Prior to 5:00 P.M. New York City time on the third Business Day
prior to each Distribution Date, the Master Servicer shall provide the
Trustee with a statement regarding the amount of principal and interest, the
Residual Distribution Amount and the Excess Liquidation Proceeds to be
distributed to each Class of Mortgage Trust Certificates, each Class of First
Level Certificate Trust Certificates, each Class of Certificate Trust
Certificates and each Class of Residual Certificates on such Distribution
Date (such amounts to be determined in accordance with the definitions of
"Mortgage Trust Certificate Distribution Amount," "First Level Certificate
Trust Certificate Distribution Amount" and "Certificate Trust Certificate
Distribution Amount," Section 4.01, Section 4.05 and Section 4.07 hereof and
other related definitions set forth in Article I hereof).
Section 4.04. NONRECOVERABLE ADVANCES. Any advance previously made by
the applicable Servicer pursuant to its Selling and Servicing Contract or by
the Master Servicer that the Master Servicer shall determine in its good
faith judgment not to be ultimately recoverable from Insurance Proceeds or
Liquidation Proceeds or otherwise of related Mortgage Loans or recoverable as
late Monthly Payments with respect to related Mortgage Loans shall be a
Nonrecoverable Advance. The determination by the Master Servicer that it or
the applicable Servicer has made a Nonrecoverable Advance or that any advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Master Servicer delivered to the Trustee on the
Determination Date and detailing
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the reasons for such determination. Notwithstanding any other provision of
this Agreement, any insurance policy relating to the Mortgage Loans, or any
other agreement relating to the Mortgage Loans to which the Company or the
Master Servicer is a party, (a) the Company, the Master Servicer, and each
Servicer shall not be obligated to, and shall not, make any advance that,
after reasonable inquiry and in its sole discretion, the Company, the Master
Servicer, or such Servicer shall determine would be a Nonrecoverable Advance,
and (b) the Company, the Master Servicer, and each Servicer shall be entitled
to reimbursement for any advance as provided in Section 3.05(a)(i), (ii) and
(iv) of this Agreement.
Section 4.05. FIRST LEVEL CERTIFICATE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly appointed
Paying Agent) shall (i) be deemed to have distributed from the Certificate
Account the First Level Certificate Trust Certificate Distribution Amount to
the First Level Certificate Trust Certificateholders and to have deposited
such amount for their benefit into the Certificate Account and (ii) withdraw
from the Certificate Account and distribute to the Class R-2
Certificateholders the amounts to be distributed to the Class R-2
Certificateholders pursuant to the definition of "First Level Certificate
Trust Certificate Distribution Amount" herein for such Distribution Date, all
in accordance with written statements received from the Master Servicer
pursuant to Section 4.03(b), by wire transfer in immediately available funds
for the account of each First Level Certificate Trust Certificateholder or
Class R-2 Certificateholder, or by any other means of payment acceptable to
each such Certificateholder of record on the immediately preceding Record
Date (other than as provided in Section 9.01 respecting the final
distribution), as specified by each such Certificateholder and at the address
of such Holder appearing in the Certificate Register. Notwithstanding any
other provision of this Agreement, no actual distributions pursuant to clause
(i) of this Section 4.05(a) shall be made on account of the deemed
distributions described in this paragraph except in the event of a
liquidation of the Certificate Trust Fund and not the First Level Certificate
Trust Fund.
(b) All reductions in the Certificate Principal Balance of a First
Level Certificate Trust Certificate effected by distributions of principal
and all allocations of Realized Losses made on any Distribution Date shall be
binding upon all Holders of such First Level Certificate Trust Certificate
and of any Certificate issued upon the registration of transfer or exchange
therefor or in lieu thereof, whether or not such distribution is noted on
such First Level Certificate Trust Certificate. The final distribution of
principal of each First Level Certificate Trust Certificate (and the final
distribution with respect to the Class R-2 Certificates upon termination of
the First Level Certificate Trust Fund) shall be payable in the manner
provided above only upon presentation and surrender thereof on or after the
Distribution Date therefor at the office or agency of the Certificate
Registrar specified in the notice delivered pursuant to Section 4.05(c)(ii)
or Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Mortgage Loans and Insurance Proceeds and Liquidation
Proceeds received and expected to be received during the Prior Period, the
Master Servicer has notified the Trustee that it believes that the entire
remaining unpaid Class Principal Balance of any Class of First Level
Certificate Trust Certificates will become distributable on the next
Distribution Date, the Trustee, as Holder of the First Level Certificate
Trust Certificates, will be deemed to have notice that:
(i) each such First Level Certificate Trust Certificate is
to be so retired,
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(ii) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final distribution
will be payable on such Distribution Date, but only upon cancellation
of such First Level Certificate Trust Certificate by the Trustee, and
(B) no interest shall accrue on such First Level Certificate Trust
Certificate after such Distribution Date.
Section 4.06. STATEMENTS TO FIRST LEVEL CERTIFICATE TRUST
CERTIFICATEHOLDERS. With each distribution from the Certificate Account on a
Distribution Date, the Master Servicer shall prepare and forward to the
Trustee (and to the Company if the Company is no longer acting as Master
Servicer), and the Trustee shall forward to each First Level Certificate
Trust Certificateholder and Class R-2 Certificateholder, a statement setting
forth, to the extent applicable: the amount of 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 First Level Certificate Trust Certificateholder or
Class R-2 Certificateholder or the Trustee, the Master Servicer shall forward
to such Certificateholder, the Trustee and the Company (if the Company is no
longer acting as Master Servicer) an additional report which sets forth with
respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage Loans
delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage Loans
with respect to which foreclosure proceedings have been initiated, and (ii)
number 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 First Level
Certificate Trust Certificates and Class R-2 Certificates on the related
Distribution Date and the cumulative amount of Realized Losses allocated to
such Certificates since the Cut-Off Date.
Upon request by any First Level Certificate Trust Certificateholder,
the Master Servicer, as soon as reasonably practicable, shall provide the
requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A of the
Securities Act.
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Section 4.07. CERTIFICATE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly appointed
Paying Agent) shall withdraw from the Certificate Account the Certificate
Trust Available Distribution Amount for such Distribution Date and shall
distribute, from the amount so withdrawn, to the extent of the Certificate
Trust Available Distribution Amount, the Certificate Trust Certificate
Distribution Amount to the Certificate Trust Certificateholders and Class R
Certificateholders, in accordance with written statements received from the
Master Servicer pursuant to Section 4.03(b), by wire transfer in immediately
available funds for the account of each Certificate Trust Certificateholder
and Class R Certificateholder, or by any other means of payment acceptable to
each such 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 Trust Certificate effected by distributions of principal or
allocations of Realized Losses with respect to Mortgage Loans made on any
Distribution Date shall be binding upon all Holders of such Certificate Trust
Certificate and of any Certificate Trust Certificate issued upon the
registration of transfer or exchange therefor or in lieu thereof, whether or
not such distribution is noted on such Certificate. The final distribution of
principal of each Certificate Trust Certificate (and the final distribution
with respect to the Class R Certificates upon termination of the Certificate
Trust Fund) shall be payable in the manner provided above only upon
presentation and surrender thereof on or after the Distribution Date therefor
at the office or agency of the Certificate Registrar specified in the notice
delivered pursuant to Section 4.07(c)(ii) and Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Mortgage Loans and Insurance Proceeds and Liquidation
Proceeds received and expected to be received during the Prior Period, the
Master Servicer has notified the Trustee that it believes that the entire
remaining unpaid Class Principal Balance of any Class of Certificate Trust
Certificates will become distributable on the next Distribution Date, the
Trustee shall, no later than the 18th day of the month of such Distribution
Date, mail or cause to be mailed to each Person in whose name a Certificate
Trust Certificate to be so retired is registered at the close of business on
the Record Date and to the Rating Agency a notice to the effect that:
(i) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final distribution will
be payable on such Distribution Date, but only upon presentation and
surrender of such Certificate Trust Certificate at the office or agency
of the Certificate Registrar maintained for such purpose (the address of
which shall be set forth in such notice), and (B) no interest shall
accrue on such Certificate Trust Certificate after such Distribution Date.
Section 4.08. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS. With
each distribution from the Certificate Account on a Distribution Date, the
Master Servicer shall prepare and forward to the Trustee (and to the Company if
the Company is no longer acting as Master Servicer), and the Trustee shall
forward to each Certificate Trust Certificateholder and Class R
Certificateholder, a statement setting forth, to the extent applicable: the
amount of the distribution payable to the applicable Class
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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 Certificate Trust Certificateholder or Class R
Certificateholder or the Trustee, the Master Servicer shall forward to such
Certificate Trust Certificateholder or Class R Certificateholder, the Trustee
and the Company (if the Company is no longer acting as Master Servicer) an
additional report which sets forth with respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage Loans
delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage Loans
with respect to which foreclosure proceedings have been initiated, and (ii)
number and aggregate book value of Mortgaged Properties acquired through
foreclosure, deed in lieu of foreclosure or other exercise of rights
respecting the Trustee's security interest in the Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Class
IPP-1, Class IPP-2, Class IPP-3, Class IPP-4, Class IP, Class IX, Class
IIPP-1, Class IIPP-2, Class IIPP-3, Class IIPP-4, Class IIPP-5, Class
IIPP-6, Class IIP, Class IIX and Class R Certificates remaining as of the
close of business on the applicable Determination Date;
(d) The amount of Bankruptcy Coverage available to the Class IPP-1,
Class IPP-2, Class IPP-3, Class IPP-4, Class IP, Class IX, Class IIPP-1,
Class IIPP-2, Class IIPP-3, Class IIPP-4, Class IIPP-5, Class IIPP-6, Class
IIP, Class IIX and Class R Certificates remaining as of the close of
business on the applicable Determination Date;
(e) The amount of Fraud Coverage available to the Class IPP-1, Class
IPP-2, Class IPP-3, Class IPP-4, Class IP, Class IX, Class IIPP-1, Class
IIPP-2, Class IIPP-3, Class IIPP-4, Class IIPP-5, Class IIPP-6, Class IIP,
Class IIX and Class R Certificates remaining as of the close of business on
the applicable Determination Date; and
(f) The amount of Realized Losses allocable to the Certificate Trust
Certificates and Class R Certificates on the related Distribution Date and
the cumulative amount of Realized Losses allocated to such Certificates
since the Cut-Off Date.
Upon request by any Certificate Trust Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in
the Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A of the Securities Act.
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ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES.
(a) The Regular Interest Certificates and the Residual Certificates
shall be substantially in the forms set forth in Exhibits A, B, C and O
attached hereto, and shall be executed by the Trustee, authenticated by the
Trustee (or any duly appointed Authenticating Agent) and delivered to or upon
the order of the Company upon receipt by the Trustee of the documents
specified in Section 2.01. The Certificates shall be issuable in Authorized
Denominations evidencing Percentage Interests. Certificates shall be executed
by manual or facsimile signature on behalf of the Trustee by authorized
officers of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were at the time of execution the proper
officers of the Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices
at the date of such Certificates. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in
the form provided for herein executed by the Trustee or any Authenticating
Agent by manual signature, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
(b) The following definitions apply for purposes of this Section 5.01:
"Disqualified Organization" means any Person which is not a Permitted
Transferee, but does not include any "Pass-Through Entity" which owns or
holds a Residual Certificate and of which a Disqualified Organization,
directly or indirectly, may be a stockholder, partner or beneficiary;
"Pass-Through Entity" means any regulated investment company, real estate
investment trust, common trust fund, partnership, trust or estate, and any
organization to which Section 1381 of the Code applies; "Ownership Interest"
means, with respect to any Residual Certificate, any ownership or security
interest in such Residual Certificate, including any interest in a Residual
Certificate as the Holder thereof and any other interest therein whether
direct or indirect, legal or beneficial, as owner or as pledgee; "Transfer"
means any direct or indirect transfer or sale of, or directly or indirectly
transferring or selling any Ownership Interest in a Residual Certificate; and
"Transferee" means any Person who is acquiring by Transfer any Ownership
Interest in a Residual Certificate.
(c) Restrictions on Transfers of the Residual Certificates to
Disqualified Organizations are set forth in this Section 5.01(c).
(i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee or
its designee under clause (iii)(A) below to deliver payments to a
Person other than such Person and to negotiate the terms of any
mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in
connection with any such sale. The rights of each Person acquiring
any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:
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(A) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in
its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate to a U.S. Person, the Trustee
shall require delivery to it, and shall not register the Transfer
of any Residual Certificate until its receipt of (1) an affidavit
and agreement (a "Transferee Affidavit and Agreement") attached
hereto as Exhibit J from the proposed Transferee, in form and
substance satisfactory to the Company, representing and
warranting, among other things, that it is not a Non-U.S. Person,
that such transferee is a Permitted Transferee, that it is not
acquiring its Ownership Interest in the Residual Certificate that
is the subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that for
so long as it retains its Ownership Interest in a Residual
Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of this Section 5.01(c)
and agrees to be bound by them, and (2) a certificate, attached
hereto as Exhibit I, from the Holder wishing to transfer the
Residual Certificate, in form and substance satisfactory to the
Company, representing and warranting, among other things, that no
purpose of the proposed Transfer is to allow such Holder to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit and
Agreement by a proposed Transferee under clause (B) above, if
the Trustee has actual knowledge that the proposed Transferee
is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate agrees by holding or acquiring such Ownership
Interest (i) to require a Transferee Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its
Ownership Interest and to provide a certificate to the Trustee in
the form attached hereto as Exhibit J; (ii) to obtain the express
written consent of the Company prior to any transfer of such
Ownership Interest, which consent may be withheld in the Company's
sole discretion; and (iii) to provide a certificate to the Trustee
in the form attached hereto as Exhibit I.
(ii) The Trustee shall register the Transfer of any Residual
Certificate only if it shall have received the Transferee Affidavit
and Agreement, a certificate of the Holder requesting such transfer in
the form attached hereto as Exhibit J and all of such other documents
as shall have been reasonably required by the Trustee as a condition
to such registration.
(iii) (A) If any "disqualified organization" (as defined in Section
860E(e)(5) of the Code) shall become a holder of a Residual
Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Residual Certificate. If any Non-U.S. Person
shall become a holder of a Residual Certificate, then the last
preceding holder which is a U.S. Person shall be restored, to the
extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of the Transfer to
such Non-U.S. Person of such Residual Certificate. If a transfer of
a Residual Certificate is disregarded pursuant to the provisions of
Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the
last preceding Permitted Transferee shall be restored,
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to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. The Trustee shall be under
no liability to any Person for any registration of Transfer of a
Residual Certificate that is in fact not permitted by this
Section 5.01(c) or for making any payments due on such Certificate
to the holder thereof or for taking any other action with respect
to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Residual
Certificate in violation of the restrictions in this
Section 5.01(c) and to the extent that the retroactive restoration
of the rights of the Holder of such Residual Certificate as
described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Company shall have the right, without
notice to the Holder or any prior Holder of such Residual
Certificate, to sell such Residual Certificate to a purchaser
selected by the Company on such terms as the Company may choose.
Such purported Transferee shall promptly endorse and deliver each
Residual Certificate in accordance with the instructions of the
Company. Such purchaser may be the Company itself or any affiliate
of the Company. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Company or its
affiliates), expenses and taxes due, if any, shall be remitted by
the Company to such purported Transferee. The terms and conditions
of any sale under this clause (iii)(B) shall be determined in
the sole discretion of the Company, and the Company shall not be
liable to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(iv) The Company, on behalf of the Trustee, shall make available,
upon written request from the Trustee, all information necessary
to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is
not a Permitted Transferee, including the information regarding
"excess inclusions" of such Residual Certificates required to be
provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulation Section 1.860D-1(b)(5), and (B)
as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate
or organizations described in Section 1381 of the Code
having as among its record holders at any time any Person who is
not a Permitted Transferee. Reasonable compensation for providing
such information may be required by the Company from such Person.
(v) The provisions of this Section 5.01 set forth prior to this
Section (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade
its then-current Ratings of the Certificates; and
(B) an Opinion of Counsel, in form and substance satisfactory
to the Company (as evidenced by a certificate of the Company),
to the effect that such modification, addition to or absence
of such provisions will not cause the Mortgage Trust Fund,
the First Level Certificate Trust Fund or the Certificate
Trust Fund to cease to qualify as a REMIC and will not create
a risk that (1) the Mortgage Trust Fund, the First Level
Certificate Trust
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Fund or the Certificate Trust Fund may be subject to an
entity-level tax caused by the Transfer of any
Residual Certificate to a Person which is not a Permitted
Transferee or (2) a Certificateholder or another Person will
be subject to a REMIC-related tax caused by the Transfer of
a Residual Certificate to a Person which is not a Permitted
Transferee.
(vi) The following legend shall appear on all Residual Certificates:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER
AFFIDAVIT TO THE COMPANY AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED
IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER
REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D)
AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF
SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE
CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS [R] [R-2] [R-1] CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS [R] [R-2] [R-1]
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED
TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
(vii) Each Holder of the Residual Certificates issued hereunder
having an Authorized Denomination of 0.01%, while not a Disqualified
Organization, is the Tax Matters Person for the related REMIC.
(d) In the case of any Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6 or Residual Certificate presented for registration in
the name of an employee benefit plan or other plan or arrangement subject to
the prohibited transaction provisions of ERISA or Section 4975 of the Code
(or comparable provisions of any subsequent enactments) (a "Plan"), a trustee
of any Plan, or any other Person who is using the "plan assets" of any Plan
to effect such acquisition, the Trustee shall require (i) an Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trustee
and the Company to the effect that the purchase or holding of a Class B-1,
Class B-2, Class B-3, Class B-4,
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Class B-5, Class B-6 or Residual Certificate is permissible under applicable
law, will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code, and will not subject
the Trustee, the Master Servicer or the Company to any obligation or
liability (including obligations or liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer or the Company or (ii) only in the case of a Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Certificate, an officer's
certificate acceptable to and in form and substance satisfactory to the
Trustee and the Company to the effect that the transferee is an insurance
company, the source of funds to be used by it to purchase the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Certificates is an
"insurance company general account" (within the meaning of Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60, which officer's certificate
shall not be an expense of the Trustee, the Master Servicer or the Company.
(e) No transfer, sale, pledge or other disposition of a Class B-4,
Class B-5 or Class B-6 Certificate shall be made unless such transfer, sale,
pledge or other disposition is made in accordance with this Section 5.01(e)
or Section 5.01(f). Each Person who, at any time, acquires any ownership
interest in any Class B-4, Class B-5 or Class B-6 Certificate shall be deemed
by the acceptance or acquisition of such ownership interest to have agreed to
be bound by the following provisions of this Section 5.01(e) and Section
5.01(f), as applicable. No transfer of a Class B-4, Class B-5 or Class B-6
Certificate shall be deemed to be made in accordance with this Section
5.01(e) unless such transfer is made pursuant to an effective registration
statement under the Securities Act or unless the Trustee is provided with the
certificates and an Opinion of Counsel, if required, on which the Trustee may
conclusively rely, which establishes or establish to the Trustee's
satisfaction that such transfer is exempt from the registration requirements
under the Securities Act, as follows: In the event that a transfer is to be
made in reliance upon an exemption from the Securities Act, the Trustee shall
require, in order to assure compliance with the Securities Act, that the
Certificateholder desiring to effect such transfer certify to the Trustee in
writing, in substantially the form attached hereto as Exhibit F, the facts
surrounding the transfer, with such modifications to such Exhibit F as may be
appropriate to reflect the actual facts of the proposed transfer, and that
the Certificateholder's proposed transferee certify to the Trustee in
writing, in substantially the form attached hereto as Exhibit G, the facts
surrounding the transfer, with such modifications to such Exhibit G as may be
appropriate to reflect the actual facts of the proposed transfer. If such
certificate of the proposed transferee does not contain substantially the
substance of Exhibit G, the Trustee shall require an Opinion of Counsel
satisfactory to it that such transfer may be made without registration, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Trust Fund or the Company. Such Opinion of Counsel shall allow for the
forwarding, and the Trustee shall forward, a copy thereof to the Rating
Agency. Notwithstanding the foregoing, any Class B-4, Class B-5 or Class B-6
Certificate may be transferred, sold, pledged or otherwise disposed of in
accordance with the requirements set forth in Section 5.01(f).
(f) No transfer of a Class IPP-2, Class IPP-3 or Class IIPP-2 Certificate
may be made unless in accordance with this Section 5.01(f). In addition,
transfers of Class B-4, Class B-5 or Class B-6 Certificates may be made in
accordance with this Section 5.01(f). To effectuate a Certificate transfer in
accordance with this Section 5.01(f), the proposed transferee of such
Certificate must provide the Trustee and the Company with an investment letter
substantially in the form of Exhibit L attached hereto, which investment letter
shall not be an expense of the Trustee or the Company, and which investment
letter states that, among other things, such transferee (i) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or
the accounts of other "qualified institutional buyers"
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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 Mortgage Trust Certificates and Class R-1 Certificates, First Level
Certificate Trust Certificates and Class R-2 Certificates, or Certificate
Trust Certificates and Class R Certificates, as applicable, that may be
authenticated and delivered under this Agreement is limited to the aggregate
Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified
in the Preliminary Statement to this Agreement, except for Certificates
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Certificates pursuant to Section 5.03. Such
aggregate principal amount shall be allocated among one or more Classes
having designations, types of interests, initial per annum Remittance Rates,
initial Class Principal Balances and last scheduled Distribution Dates as
specified in the Preliminary Statement to this Agreement. The aggregate
Percentage Interest of each Class of Certificates of which the Class
Principal Balance equals zero as of the Cut-Off Date that may be
authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
The Trustee shall cause to be maintained at one of its offices or at its
designated agent, a Certificate Register in which there shall be recorded the
name and address of each Certificateholder. Subject to such reasonable rules
and regulations as the Trustee may prescribe, the Certificate Register shall
be amended from time to time by the Trustee or its agent to reflect notice of
any changes received by the Trustee or its agent pursuant to Section 10.06.
The Trustee hereby appoints itself as the initial Certificate Registrar.
Upon surrender for registration of transfer of any Certificate to the
Trustee at the office of First Trust of New York, National Association, 100
Wall Street, Suite 1600, New York, NY 10005, Attention: Glenn Anderson, or
such other address or agency as may hereafter be provided to the Master
Servicer in writing by the Trustee, the Trustee shall execute, and the
Trustee or any Authenticating Agent shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new
Certificates of Authorized Denominations of like Percentage Interest. At the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in Authorized Denominations of like Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange, the Trustee shall
execute, and the Trustee, or any Authenticating Agent, shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer
shall (if so required by the Trustee or any Authenticating Agent) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent and duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing.
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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 Mortgage Trust Fund,
the First Level Certificate Trust Fund or the Certificate Trust Fund, as
applicable, as if originally issued, whether or not the lost or stolen
Certificate shall be found at any time.
Section 5.05. PERSONS DEEMED OWNERS. The Company, the Master Servicer,
the Trustee and any agent of any of them may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01, Section 4.05 and
Section 4.07 and for all other purposes whatsoever, and neither the Company,
the Master Servicer, the Trustee, the Certificate Registrar nor any agent of
the Company, the Master Servicer or the Trustee shall be affected by notice
to the contrary.
Section 5.06. TEMPORARY CERTIFICATES. Upon the initial issuance of the
Certificates, the Trustee may execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, temporary Certificates which are
printed, lithographed, typewritten or otherwise produced, in any Authorized
Denomination, of the tenor of the definitive Certificates in lieu of which
they are issued and with such variations in form from the forms of the
Certificates set forth as Exhibits A, B, C and O hereto as the Trustee's
officers executing such Certificates may determine, as evidenced by their
execution of the Certificates. Notwithstanding the foregoing, the
Certificates may remain in the form set forth in this definition of
"Temporary Certificates."
If temporary Certificates are issued, the Trustee shall cause definitive
Certificates to be prepared within ten Business Days of the Closing Date or as
soon as practicable thereafter. After preparation of definitive Certificates,
the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office or agency of the
Trustee to be maintained as provided in Section 5.10 hereof, without charge to
the holder. Any tax or governmental charge that may be imposed in connection
with any such exchange shall be borne by the Master Servicer. Upon surrender for
cancellation of any one or more temporary Certificates, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver in exchange
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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 WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
Unless and until definitive, fully registered Book-Entry Certificates (the
"Definitive Certificates") have been issued to the Beneficial Holders pursuant
to Section 5.09:
(a) the provisions of this Section 5.07 shall be in full force and
effect with respect to the Book-Entry Certificates;
(b) the Master Servicer and the Trustee may deal with the Clearing
Agency for all purposes with respect to the Book-Entry Certificates
(including the making of distributions on the Book-Entry Certificates) as
the sole Certificateholder;
(c) to the extent that the provisions of this Section 5.07 conflict
with any other provisions of this Agreement, the provisions of this
Section 5.07 shall control; and
(d) the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be limited
to those established by law and agreements between such Beneficial
Holders and the Clearing Agency and/or the DTC Participants. Pursuant to
the Depositary Agreement, unless and until Definitive Certificates are
issued pursuant to Section 5.09, the initial Clearing Agency will make
book-entry transfers among the DTC Participants and receive and transmit
distributions of principal and interest on the related Class of
Book-Entry Certificates to such DTC Participants.
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For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing a specified Percentage Interest, such direction or
consent may be given by the Clearing Agency at the direction of Beneficial
Holders owning Book-Entry Certificates evidencing the requisite Percentage
Interest represented by the Book-Entry Certificates. The Clearing Agency may
take conflicting actions with respect to the Book-Entry Certificates to the
extent that such actions are taken on behalf of the Beneficial Holders.
Section 5.08. NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the
related Certificateholders pursuant to Section 5.09, the Trustee shall give
all such notices and communications specified herein to be given to Holders
of the Book-Entry Certificates to the Clearing Agency which shall give such
notices and communications to the related DTC Participants in accordance with
its applicable rules, regulations and procedures.
Section 5.09. DEFINITIVE CERTIFICATES. If (a) the Master Servicer
notifies the Trustee in writing that the Clearing Agency is no longer willing
or able to discharge properly its responsibilities under the Depositary
Agreement with respect to the Book-Entry Certificates and the Trustee or the
Master Servicer is unable to locate a qualified successor, (b) the Master
Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system with respect to the Book-Entry Certificates
through the Clearing Agency or (c) after the occurrence of an Event of
Default, Certificateholders holding Book-Entry Certificates evidencing
Percentage Interests aggregating not less than 66% of the aggregate Class
Principal Balance of such Certificates advise the Trustee and the Clearing
Agency through DTC Participants in writing that the continuation of a
book-entry system with respect to the Book-Entry Certificates through the
Clearing Agency is no longer in the best interests of the Certificateholders
with respect to such Certificates, the Trustee shall notify all
Certificateholders of Book-Entry Certificates of the occurrence of any such
event and of the availability of Definitive Certificates. Upon surrender to
the Trustee of the Book-Entry Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Trustee shall execute and the Trustee or any Authenticating
Agent shall authenticate and deliver the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for all of the Certificates all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates, and the Trustee shall recognize the
Holders of Definitive Certificates as Certificateholders hereunder.
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New
York, National Association, 100 Wall Street, Suite 1600, New York, New York
10005, Attention: Glenn Anderson, is initially designated for said purposes.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER. The
Company and the Master Servicer shall be liable in accordance herewith only
to the extent of the obligations specifically imposed upon and undertaken by
the Company or the Master Servicer, as applicable, herein.
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER. Any corporation into which the Company or the Master Servicer may
be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Company or the Master Servicer shall
be a party, or any corporation succeeding to the business of the Company or
the Master Servicer, shall be the successor of the Company or the Master
Servicer hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER
SERVICER AND OTHERS. Neither the Company nor the Master Servicer nor any of
the directors, officers, employees or agents of the Company or the Master
Servicer shall be under any liability to the Mortgage Trust Fund, the First
Level Certificate Trust Fund or the Certificate Trust Fund or the
Certificateholders for any action taken by such Person or by a Servicer or
for such Person's or Servicer's refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company, the Master
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of duties and
obligations hereunder. The Company, the Master Servicer and any director,
officer, employee or agent of the Company or the Master Servicer may rely in
good faith on any document of any kind properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Mortgage Trust Fund, the First
Level Certificate Trust Fund and the Certificate Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense relating to any Mortgage Loan (other than as otherwise
permitted in this Agreement) or incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties hereunder or by
reason of reckless disregard of obligations and duties hereunder. The Company
and the Master Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to
service the Mortgage Loans in accordance with this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that
the Company or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to the Mortgage
Loans, this Agreement, the Certificates or the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Mortgage
Trust Fund, the First Level Certificate Trust Fund and the Certificate Trust
Fund and the Company and the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, as provided by Section
3.05.
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Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. The Company
shall not resign from the obligations and duties (including, without limitation,
its obligations and duties as initial Master Servicer) hereby imposed on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any successor Master Servicer shall not resign from the
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Company or any successor Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the Trustee or a
successor Master Servicer shall have assumed the Master Servicer's
responsibilities and obligations in accordance with Section 7.02 hereof.
If the Company is no longer acting as Master Servicer, then the successor
Master Servicer shall give prompt written notice to the Company of any
information received by such successor Master Servicer which affects or relates
to an ongoing obligation or right of the Company under this Agreement.
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT. (a) In case one or more of the
following Events of Default by the Company, either in its own capacity or in
its capacity as Master Servicer or by a successor Master Servicer shall occur
and be continuing, that is to say:
(i) Any failure by the Master Servicer to distribute to
Certificateholders any payment required to be made under the terms of the
Certificates and this Agreement which continues unremedied for a period
of ten days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by the
Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% of the Certificate Trust Fund; or
(ii) Failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in the
Certificates or in this Agreement which continues unremedied for a
period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Trustee, or to the Master Servicer
and the Trustee by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Certificate Trust
Fund; or
(iii) A decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee
in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
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(iv) The Master Servicer shall consent to the appointment of a trustee
in bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master
Servicer or of or relating to all or substantially all of its
property; or
(v) The Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute,
make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Any failure of the Master Servicer to make any Monthly P&I Advance
(other than a Nonrecoverable Advance) which continues unremedied at
the opening of business on the Distribution Date in respect of which
such Monthly P&I Advance was to have been made;
then, and in each and every such case, so long as an Event of Default shall
not have been remedied, either the Trustee, or the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the
Certificate Trust Fund, by notice in writing to the Company and the Master
Servicer (and to the Trustee if given by the Certificateholders, in which
case such notice shall set forth evidence reasonably satisfactory to the
Trustee that such Event of Default has occurred and shall not have been
remedied) may terminate all of the rights (other than its right to
reimbursement for advances) and obligations of the Master Servicer, including
its right to the Master Servicing Fee, under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, if any. Such determination shall be
final and binding. On or after the receipt by the Master Servicer of such
written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section 7.01; and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Master Servicer agrees to cooperate with the
Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee for administration by it of all cash amounts which
shall at the time be credited by the Master Servicer to the Certificate
Account or thereafter be received with respect to the Mortgage Loans.
Notwithstanding the foregoing, if an Event of Default described in
clause (vi) of this Section 7.01(a) shall occur, the Trustee shall, by notice
in writing to the Master Servicer, which may be delivered by telecopy,
immediately suspend all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights
it may have as a Certificateholder or to reimbursement of Monthly P&I
Advances and other advances of its own funds,
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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 Certificate
Trust Fund; or
(ii) A decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee
in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Company and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iii) The Company shall consent to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Company or
of or relating to all or substantially all of its property; or
(iv) The Company shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute,
make an assignment for the benefit of creditors, or voluntarily
suspend payment of its obligations;
then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Certificate Trust Fund, by
notice in writing to the Company and the Trustee, may direct the Trustee in
accordance with Section 10.03 to institute an action, suit or proceeding in
its own name as Trustee hereunder to enforce the Company's obligations
hereunder.
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(c) In any circumstances in which this Agreement states that
Certificateholders owning Certificates evidencing a certain percentage
Percentage Interest in the Certificate Trust Fund may take certain action, such
action shall be taken by the Trustee, but only if the requisite percentage of
Certificate Trust Certificateholders required under this Agreement for taking
like action or giving like instruction to the Trustee under this Agreement shall
have so directed the Trustee in writing.
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. On and after
the time the Master Servicer receives a notice of termination pursuant to
Section 7.01, the Trustee shall be the successor in all respects to the
Master Servicer under this Agreement and under the Selling and Servicing
Contracts with respect to the Mortgage Loans in the Mortgage Pool and with
respect to the transactions set forth or provided for herein and shall have
all the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto arising after the Master Servicer receives
such notice of termination placed on the Master Servicer by the terms and
provisions hereof and thereof, and shall have the same limitations on
liability herein granted to the Master Servicer; provided, that the Trustee
shall not under any circumstances be responsible for any representations and
warranties or any Purchase Obligation of the Company or any liability
incurred by the Master Servicer at or prior to the time the Master Servicer
was terminated as Master Servicer and the Trustee shall not be obligated to
make a Monthly P&I Advance if it is prohibited by law from so doing. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to
retain or to withdraw from the Certificate Account if the Master Servicer had
continued to act hereunder, except for those amounts due to the Master
Servicer as reimbursement for advances previously made or amounts previously
expended and are otherwise reimbursable hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall if it is unable
to so act, appoint, or petition a court of competent jurisdiction to appoint,
any established housing and home finance institution having a net worth of
not less than $10,000,000 as the successor to the Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder. Pending any such appointment,
the Trustee is obligated to act in such capacity. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation
shall, together with the compensation to the Trustee, be in excess of that
permitted the Master Servicer hereunder. The Trustee and such successor shall
take such actions, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS. Upon any such
termination or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. DUTIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this
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Agreement, and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they are in the form required by this Agreement; provided, however,
that the Trustee shall not be responsible for the accuracy or content of any
such certificate, statement, opinion, report, or other order or instrument
furnished by the Company or Master Servicer to the Trustee pursuant to this
Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as
are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee,
and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to
the requirements of this Agreement; and
(ii) The Trustee shall not be personally liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence Percentage Interests aggregating not less
than 25% of the Certificate Trust Fund relating to the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or relating to the exercise of any trust or power conferred
upon the Trustee under this Agreement.
(d) Within ten days after the occurrence of any Event of Default known
to the Trustee, the Trustee shall transmit by mail to the Rating Agency
notice of each Event of Default. Within 90 days after the occurrence of any
Event of Default known to the Trustee, the Trustee shall transmit by mail to
all Certificateholders (with a copy to the Rating Agency) notice of each
Event of Default, unless such Event of Default shall have been cured or
waived; provided, however, the Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Trustee in good faith
determines that the withholding of such notice is in the best interests of
the Certificateholders; and provided, further, that in the case of any Event
of Default of the character specified in Section 7.01(i) and Section 7.01(ii)
no such notice to Certificateholders or to the Rating Agency shall be given
until at least 30 days after the occurrence thereof.
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,
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request, consent, order, approval, bond or other paper or document
believed by it to be genuine and to have been signed or presented
by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken or omitted by it in good faith and reasonably believed by it
to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(iv) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in
writing to do so by the Holders of Certificates evidencing
Percentage Interests aggregating not less than 25% of the
Certificate Trust Fund; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security, if any, afforded to it by
the terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a condition to
proceeding;
(v) The Trustee may execute the trust or any of the powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vi) The Trustee shall not be deemed to have knowledge or notice
of any matter, including without limitation an Event of Default,
unless actually known by a Responsible Officer, or unless written
notice thereof referencing this Agreement or the Certificates is
received at the Corporate Trust Office at the address set forth in
Section 10.06.
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.
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Section 8.04. TRUSTEE MAY OWN CERTIFICATES. The Trustee or any agent or
affiliate of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Certificates with the same rights it would have if it
were not Trustee.
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES.
Subject to any separate written agreement with the Trustee, the Company, as
Master Servicer, covenants and agrees to, and the Master Servicer shall, pay
the Trustee from time to time, and the Trustee shall be entitled to payment,
for all services rendered by it in the execution of the trust hereby created
and in the exercise and performance of any of the powers and duties hereunder
of the Trustee. Except as otherwise expressly provided herein, the Master
Servicer shall pay or reimburse the Trustee upon its request for all
reasonable expenses and disbursements incurred or made by the Trustee in
accordance with any of the provisions of this Agreement and indemnify the
Trustee from any loss, liability or expense incurred by it hereunder
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ) except any such
expense or disbursement as may arise from its negligence or bad faith. Such
obligation shall survive the termination of this Agreement or resignation or
removal of the Trustee. The Master Servicer shall, at its expense, prepare or
cause to be prepared all federal and state income tax and franchise tax and
information returns relating to the Mortgage Trust Fund, the First Level
Certificate Trust Fund or the Certificate Trust Fund required to be prepared
or filed by the Trustee and shall indemnify the Trustee for any liability of
the Trustee arising from any error in such returns.
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be (i) an institution insured by the FDIC, (ii)
a corporation or association organized and doing business under the laws of
the United States of America or of any state, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by federal or
state authority and (iii) acceptable to the Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of any aforementioned supervising or
examining authority, then for the purposes of this Section 8.06, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Master Servicer. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the Master Servicer may remove the Trustee and appoint a successor trustee by
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written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor.
The Holders of Certificates evidencing Percentage Interests aggregating
more than 50% of the Certificate Trust Fund may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments,
in triplicate, signed by such Holders or their attorneys in-fact duly
authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete
set to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07
shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 8.08.
Section 8.08. SUCCESSOR TRUSTEE. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as Trustee herein. The predecessor
shall deliver to the successor trustee all Mortgage Files, related documents,
statements and all other property held by it hereunder, and the Master
Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such appointment such successor trustee
shall be eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Master Servicer shall mail notice of the succession of
such trustee hereunder to (i) all Certificateholders at their addresses as
shown in the Certificate Register and (ii) the Rating Agency. 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.
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Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Mortgage Trust Fund, the First Level Certificate Trust Fund or the Certificate
Trust Fund may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Mortgage Trust Fund, the First
Level Certificate Trust Fund or the Certificate Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Mortgage Trust Fund, the
First Level Certificate Trust Fund or the Certificate Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable; provided, that the Trustee shall remain
liable for all of its obligations and duties under this Agreement. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment; provided, that the Trustee shall remain liable for all of its
obligations and duties under this Agreement. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Certificateholders of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly and severally, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed by the
Trustee (whether as Trustee hereunder or as successor to the Master Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Mortgage Trust Fund, the First Level
Certificate Trust Fund or the Certificate Trust Fund or any portion thereof
in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustee(s) and
co-trustee(s), as effectively as if given to each of them. Every instrument
appointing any separate trustee(s) or co-trustee(s) shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and the trust shall vest in and
be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
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Section 8.11. AUTHENTICATING AGENTS. The Trustee may appoint one or more
Authenticating Agents which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. Wherever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be acceptable to the Master Servicer and must be
a corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having a principal office and
place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent so long as it shall be eligible in accordance with the provisions of
the first paragraph of this Section 8.11 without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Master Servicer. The Trustee
may, upon prior written approval of the Master Servicer, at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent shall cease to be eligible in accordance
with the provisions of the first paragraph of this Section 8.11, the Trustee
may appoint, upon prior written approval of the Master Servicer, a successor
Authenticating Agent, shall give written notice of such appointment to the
Master Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. Any reasonable compensation paid to
an Authenticating Agent shall be a reimbursable expense pursuant to Section
8.05 if paid by the Trustee.
Section 8.12. PAYING AGENTS. The Trustee may appoint one or more
Paying Agents which shall be authorized to act on behalf of the Trustee in
making withdrawals from the Certificate Account, and distributions to
Certificateholders as provided in Section 4.01(a), 4.05(a), 4.07(a) and
Section 9.01(b) to the extent directed to do so by the Master Servicer.
Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Whenever
reference is made in this Agreement to a distribution by the Trustee or the
furnishing of a statement to Certificateholders by the Trustee, such
reference shall be deemed to include such a distribution or furnishing on
behalf of the Trustee by a Paying Agent. Each Paying Agent shall provide to
the Trustee such information concerning the Certificate Account as the
Trustee shall request from time to time. Each Paying Agent must be reasonably
acceptable to the Master Servicer and must be a corporation or banking
association organized and doing business under the laws of the United States
of America or of any state, having a principal office and place of business
in New York, New York, having a
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combined capital and surplus of at least $15,000,000, authorized under such
laws to do a trust business and subject to supervision or examination by
federal or state authorities.
Any corporation into which any Paying Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which any Paying Agent shall be a
party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation
or succession meets the eligibility requirements of this Section 8.12.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Master Servicer; provided, that the
Paying Agent has returned to the Certificate Account or otherwise accounted,
to the reasonable satisfaction of the Master Servicer, for all amounts it has
withdrawn from the Certificate Account. The Trustee may, upon prior written
approval of the Master Servicer, at any time terminate the agency of any
Paying Agent by giving written notice of termination to such Paying Agent and
to the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time any Paying Agent shall cease to be
eligible in accordance with the provisions of the first paragraph of this
Section 8.12, the Trustee may appoint, upon prior written approval of the
Master Servicer, a successor Paying Agent, shall give written notice of such
appointment to the Master Servicer and shall mail notice of such appointment
to all Certificateholders. Any successor Paying Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Paying Agent. Any reasonable compensation paid to any
Paying Agent shall be a reimbursable expense pursuant to Section 8.05 if paid
by the Trustee.
ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION
OF ALL MORTGAGE LOANS.
(a) Except as otherwise set forth in this Article IX, including, without
limitation, the obligation of the Master Servicer to make payments to
Certificateholders as hereafter set forth, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby shall terminate upon (i) the repurchase by the Company pursuant to the
following paragraph of this Section 9.01(a) of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan remaining in the Mortgage
Trust Fund at a price equal, after the deduction of related advances, to the sum
of (x) the excess of (A) 100% of the aggregate outstanding Principal Balance of
such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest
at the applicable Pass-Through Rate with respect to such Mortgage Loan (other
than a Liquidated Mortgage Loan) through the last day of the month of such
repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated
Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such
Mortgage Loan as of the date of such repurchase by the Company to the extent
that the Principal Balance of such Mortgage Loan has not been previously reduced
by such Bankruptcy Loss, and (y) the appraised fair market value as of the
effective date of the termination of the trust created hereby of (A) all
property in the Mortgage Trust Fund which secured a Mortgage Loan and which was
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acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date,
including related Insurance Proceeds, and (B) all other property in the Mortgage
Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed
upon by the Company and the Trustee, or (ii) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Mortgage Trust Fund or the disposition of all property
acquired upon foreclosure in respect of any Mortgage Loan, and the payment to
Certificateholders of all amounts required to be paid to them hereunder;
provided, however, that in no event shall the trusts created hereby continue
beyond the expiration of 21 years from the death of the survivor of the issue of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.
The Company may repurchase the outstanding Mortgage Loans and any
Mortgaged Properties acquired by the Mortgage Trust Fund at the price stated in
clause (i) of the preceding paragraph provided that the aggregate Principal
Balance of the Mortgage Loans at the time of any such repurchase aggregates less
than ten percent of the aggregate Principal Balance of the Mortgage Loans as of
the Cut-Off Date. If such right is exercised, the Company shall provide to the
Trustee (and to the Master Servicer, if the Company is no longer acting as
Master Servicer) the written certification of an officer of the Company (which
certification shall include a statement to the effect that all amounts required
to be paid in order to repurchase the Mortgage Loans have been deposited in the
Certificate Account) and the Trustee shall promptly execute all instruments as
may be necessary to release and assign to the Company the Mortgage Files and any
foreclosed Mortgaged Property pertaining to the Mortgage Trust Fund.
In no event shall the Company be required to expend any amounts other
than those described in the first paragraph of this Section 9.01(a) in order to
terminate the Mortgage Trust Fund or repurchase the Mortgage Loans under this
Section 9.01.
(b) Notice of any termination, specifying the date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
and cancellation, shall be given promptly by letter from the Trustee to
Certificateholders mailed not less than 30 days prior to such final
distribution, specifying (i) the date upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office of the Certificate Registrar therein designated (the "Termination Date"),
(ii) the amount of such final payment (the "Termination Payment") and (iii) that
the Record Date otherwise applicable to the Distribution Date upon which the
Termination Date occurs is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Certificate
Registrar therein specified. Upon any such notice, the Certificate Account shall
terminate subject to the Master Servicer's obligation to hold all amounts
payable to Certificateholders in trust without interest pending such payment.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the Termination Date, the
Company shall give a second written notice to the remaining Certificateholders
to surrender their Certificates for cancellation and receive the Termination
Payment with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Company may
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain in trust hereunder.
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Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
(a) In the event the Company exercises its purchase option as provided
in Section 9.01, the Mortgage Trust Fund, the First Level Certificate Trust
Fund and the Certificate Trust Fund shall be terminated in accordance with
the following additional requirements, unless the Trustee shall have received
an Opinion of Counsel to the effect that the failure of the Mortgage Trust
Fund, the First Level Certificate Trust Fund and the Certificate Trust Fund
to comply with the requirements of this Section 9.02 will not (i) result in
the imposition of taxes on "prohibited transactions" of the Mortgage Trust
Fund, the First Level Certificate Trust Fund and the Certificate Trust Fund
as described in Section 860F of the Code, or (ii) cause the Mortgage Trust
Fund, the First Level Certificate Trust Fund and the Certificate Trust Fund
to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within 90 days prior to the final Distribution Date set forth
in the notice given by the Trustee under Section 9.01, the Company,
in its capacity as agent of the Tax Matters Person shall prepare
the documentation required and adopt a plan of complete liquidation
on behalf of the Mortgage Trust Fund, the First Level Certificate
Trust Fund and the Certificate Trust Fund meeting the requirements
of a qualified liquidation under Section 860F of the Code and any
regulations thereunder, as evidenced by an Opinion of Counsel, on
behalf of the Mortgage Trust Fund, the First Level Certificate
Trust Fund and the Certificate Trust Fund; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the
Master Servicer as agent of the Trustee shall sell all of the
assets of the Mortgage Trust Fund, the First Level Certificate
Trust Fund and the Certificate Trust Fund to the Company for cash
in the amount specified in Section 9.01; provided, however, that in
the event that a calendar quarter ends after the time of adoption
of such a plan of complete liquidation but prior to the final
Distribution Date, the Master Servicer shall not sell any of the
assets of the Mortgage Trust Fund, the First Level Certificate
Trust Fund and the Certificate Trust Fund prior to the close of
that calendar quarter.
(b) By its acceptance of any Residual Certificate, the Holder thereof
hereby agrees to authorize the Company to adopt such a plan of complete
liquidation upon the written request of the Company and to take such other
action in connection therewith as may be reasonably requested by the Company.
Section 9.03. TRUSTS IRREVOCABLE. Except as expressly provided herein,
the trusts created hereby are irrevocable.
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ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT.
(a) This Agreement may be amended from time to time by the Company and
the Trustee, without the consent of any of the Certificateholders, (i) to
cure any ambiguity; (ii) to correct or supplement any provision herein which
may be defective or inconsistent with any other provisions herein; (iii) to
comply with any requirements imposed by the Code or any regulations
thereunder; (iv) to correct the description of any property at any time
included in the Mortgage Trust Fund, the First Level Certificate Trust Fund
or the Certificate Trust Fund, or to assure the conveyance to the Trustee of
any property included in the Mortgage Trust Fund, the First Level Certificate
Trust Fund or the Certificate Trust Fund; and (v) pursuant to Section
5.01(c)(v). No such amendment (other than one entered into pursuant to clause
(iii) of the preceding sentence) shall adversely affect in any material
respect the interest of any Certificateholder. Prior to entering into any
amendment without the consent of Certificateholders pursuant to this
paragraph, the Trustee may require an Opinion of Counsel to the effect that
such amendment is permitted under this paragraph. The placement of an
"original issue discount" legend on, or any change required to correct any
such legend previously place on, a Certificate shall not be deemed any
amendment to this Agreement.
(b) This Agreement may also be amended from time to time by the Company
and the Trustee with the consent of the Holders of Certificates evidencing
Percentage Interests aggregating not less than 66% of the Certificate Trust
Fund for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, this Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no
such amendment shall, without the consent of the Holder of each Certificate
affected thereby (i) reduce in any manner the amount of, or delay the timing
of, distributions of principal or interest required to be made hereunder or
reduce the Certificateholder's Percentage Interest, the Remittance Rate or
the Termination Payment with respect to any of the Certificates, (ii) reduce
the percentage of Percentage Interests specified in this Section 10.01 which
are required to amend this Agreement, (iii) create or permit the creation of
any lien against any part of the Mortgage Trust Fund, the First Level
Certificate Trust Fund or the Certificate Trust Fund, or (iv) modify any
provision in any way which would permit an earlier retirement of the
Certificates.
Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. Any failure to provide such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment.
It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trustee may prescribe.
Section 10.02. RECORDATION OF AGREEMENT. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the
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counties or the comparable jurisdictions in which any Mortgaged Property is
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Company and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion
of Counsel to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Mortgage Trust Fund, the First Level Certificate Trust Fund or
the Certificate Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding-up of the Mortgage Trust
Fund, the First Level Certificate Trust Fund or the Certificate Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No Certificateholder shall have any right to vote or in any manner
otherwise to control the operation and management of the Mortgage Trust Fund,
the First Level Certificate Trust Fund or the Certificate Trust Fund or the
obligations of the parties hereto (except as provided in Section 5.09,
Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and
this Section 10.03), nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing of
any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing Percentage Interests aggregating
not less than 25% of the Certificate Trust Fund shall have made written
request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred 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.
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Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. The
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 30 days after receipt of a request by the Trustee in writing, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Certificateholders as of the most recent Record Date for payment of
distributions to such Certificateholders.
If three or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states
that the applicants desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt
of such list from the Certificate Registrar, afford such applicants access
during normal business hours to the most recent list of Certificateholders
held by the Trustee. If such a list is as of a date more than 90 days prior
to the date of receipt of such applicants' request, the Trustee shall
promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt.
Every Certificateholder, by receiving and holding the same, agrees with
the Master Servicer and the Trustee that neither the Master Servicer nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 10.05. GOVERNING LAW. This Agreement shall be construed
in accordance with the laws of the State of 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 Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
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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;
(vi) the occurrence of the final Distribution Date or the termination
of the trust pursuant to Section 9.01(a)(ii);
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(vii) the failure of the Master Servicer to make a Monthly P&I
Advance following a determination on the Determination Date that
the Master Servicer would make such advance pursuant to Section 4.03;
and
(viii) the failure of the Master Servicer to make a determination on
the Determination Date regarding whether it would make a Monthly P&I
Advance when a shortfall exists between (x) payments scheduled to
be received in respect of the Mortgage Loans and (y) the amounts
actually deposited in the Certificate Account on account of such
payments, pursuant to Section 4.03.
(c) The Master Servicer shall provide copies of the statements pursuant
to Section 4.02, Section 4.06, Section 4.08, Section 3.13 or Section 3.15 or
any other statements to the Rating Agency in such time and manner that such
statements or determinations are required to be provided to
Certificateholders. With respect to the reports described in the second
paragraph of Section 4.02, the Master Servicer shall provide such reports to
the Rating Agency in respect of each Distribution Date, without regard to
whether any Certificateholder or the Trustee has requested such report for
such Distribution Date.
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IN WITNESS WHEREOF, the Company and the Trustee have caused their
names to be signed hereto by their respective officers, thereunto duly
authorized, and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
PNC MORTGAGE SECURITIES CORP.
(SEAL)
By: /s/ Michael A. Aaknes
--------------------------------------
Attest: illegible Michael A. Aaknes
Its: Assistant Vice President
FIRST BANK NATIONAL ASSOCIATION, as TRUSTEE
(SEAL)
By: /s/ illegible
--------------------------------------
Attest: illegible
Its: Assistant Vice President
<PAGE>
ACKNOWLEDGEMENT OF CORPORATION
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
On this 27th day of June, 1997 before me, a Notary Public in and for
said State, personally appeared Michael A. Aaknes, known to me to be the
Assistant Vice President of PNC MORTGAGE SECURITIES CORP., one of the
corporations that executed the within interest, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to
me that such corporation executed 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)
OFFICIAL SEAL
LAURA A CLELAND
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 02/01/98
<PAGE>
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
On this 27th day of June, 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.
/s/ Deborah J. Franco
Signature __________________________________________________ (SEAL)
[logo] DEBORAH J. FRANCO
NOTARY PUBLIC - MINNESOTA
My Commission Expires Jan. 31, 2000
<PAGE>
Exhibit A-1
CUSIP 693 48L LS6
MORTGAGE PASS-THROUGH CERTIFICATE
Class IPP-1
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is June 27,
1997. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is 7.000% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1997-4 Portion of the Class IPP-1 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$____________________
Class IPP-1 Remittance Rate: 7.000%.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP-1 Principal Balance as of the Cut-Off Date:
$38,992,477.00
____________________
Registered Owner Certificate No. __
A-1-1
<PAGE>
Exhibit A-2
CUSIP 693 48L LT4
MORTGAGE PASS-THROUGH CERTIFICATE
Class IPP-2
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is June 27,
1997. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is 7.000% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 100% 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 1997-4 Portion of the Class IPP-2 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IPP-2 Remittance Rate: 7.000%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP-2 Principal Balance as of the Cut-Off Date:
$4,392,000.00
____________________
Registered Owner Certificate No. __
A-2-1
<PAGE>
Exhibit A-3
CUSIP 693 48L LU1
MORTGAGE PASS-THROUGH CERTIFICATE
Class IPP-3
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is June 27,
1997. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is 7.000% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 100% 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 1997-4 Portion of the Class IPP-3 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IPP-3 Remittance Rate: 7.000%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP-3 Principal Balance as of the Cut-Off Date:
$6,068,000.00
____________________
Registered Owner Certificate No. __
A-3-1
<PAGE>
Exhibit A-4
CUSIP 693 48L LV9
MORTGAGE PASS-THROUGH CERTIFICATE
Class IPP-4
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
7.000% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1997-4 Portion of the Class IPP-4 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IPP-4 Remittance Rate: 7.000%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP-4 Principal Balance as of the Cut-Off Date:
$12,363,156.00
____________________
Registered Owner Certificate No. __
A-4-1
<PAGE>
Exhibit A-5
CUSIP 693 48L ME6
MORTGAGE PASS-THROUGH CERTIFICATE
Class IP
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things, a
trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to
four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. Interest is not
payable with respect to this Certificate. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 100% 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 1997-4 Portion of the Class IP Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IP Remittance Rate: 0.00%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IP Principal Balance as of the Cut-Off Date:
$595,842.00
____________________
Registered Owner Certificate No. __
A-5-1
<PAGE>
Exhibit A-6
CUSIP 693 48L MC0
MORTGAGE PASS-THROUGH CERTIFICATE
Class IX
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
7.000% per annum. [Assuming that the Mortgage Loans underlying the Certificates
prepay at the prepayment assumption used by the issuer in pricing this
Certificate (I.E., 100% 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 1997-4 Portion of the Class IX Notional Amount as of
the Cut-Off Date evidenced by this
Certificate:
$_________________
Class IX Remittance Rate: 7.000%
applied to the Class IX Notional Amount
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IX Principal Balance as of the Cut-Off Date:
$0.00
Class IX Notional Amount as of the Cut-Off Date:
$2,071,948.64
____________________
Registered Owner Certificate No. __
A-6-1
<PAGE>
Exhibit A-7
CUSIP 693 48L LW7
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIPP-1
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 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 1997-4 Portion of the Class IIPP-1 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IIPP-1 Remittance Rate: 7.500%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP-1 Principal Balance as of the Cut-Off Date:
$91,000,000.00
____________________
Registered Owner Certificate No. __
A-7-1
<PAGE>
Exhibit A-8
CUSIP 693 48L LX5
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIPP-2
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 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 1997-4 Portion of the Class IIPP-2 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IIPP-2 Remittance Rate: 7.500%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP-2 Principal Balance as of the Cut-Off Date:
$21,485,000.00
____________________
Registered Owner Certificate No. __
A-8-1
<PAGE>
Exhibit A-9
CUSIP 693 48L LY3
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIPP-3
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, First Level Certificate Trust Certificates evidencing
interests in a trust fund whose assets consist of, among other things,
Mortgage Trust Certificates evidencing interests in a pool of conventional
one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
7.250% per annum. [Assuming that the Mortgage Loans underlying the Certificates
prepay at the prepayment assumption used by the issuer in pricing this
Certificate (I.E., 100% 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 1997-4 Portion of the Class IIPP-3 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IIPP-3 Remittance Rate: 7.250%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP-3 Principal Balance as of the Cut-Off Date:
$43,604,403.00
____________________
Registered Owner Certificate No. __
A-9-1
<PAGE>
Exhibit A-10
CUSIP 693 48L LZ0
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIPP-4
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
7.250% per annum. [Assuming that the Mortgage Loans underlying the Certificates
prepay at the prepayment assumption used by the issuer in pricing this
Certificate (I.E., 100% 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 1997-4 Portion of the Class IIPP-4 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IIPP-4 Remittance Rate: 7.250%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP-4 Principal Balance as of the Cut-Off Date:
$53,085,098.00
____________________
Registered Owner Certificate No. __
A-10-1
<PAGE>
Exhibit A-11
CUSIP 693 48L MA4
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIPP-5
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
9.000% per annum. [Assuming that the Mortgage Loans underlying the Certificates
prepay at the prepayment assumption used by the issuer in pricing this
Certificate (I.E., 100% 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 1997-4 Portion of the Class IIPP-5 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IIPP-5 Remittance Rate: 9.000%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP-5 Principal Balance as of the Cut-Off Date:
$8,847,516.00
____________________
Registered Owner Certificate No. __
A-11-1
<PAGE>
Exhibit A-12
CUSIP 693 48L MB2
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIPP-6
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
7.500% per annum. [Assuming that the Mortgage Loans underlying the Certificates
prepay at the prepayment assumption used by the issuer in pricing this
Certificate (I.E., 100% 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 1997-4 Portion of the Class IIPP-6 Notional Amount
as of the Cut-Off Date evidenced by this
Certificate:
$_________________
Class IIPP-6 Remittance Rate: 7.500% applied to the Class
IIPP-6 Notional Amount
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP-6 Principal Balance as of the Cut-Off Date:
$0.00
Class IIPP-6 Notional Amount as of the Cut-Off Date:
$1,453,480.10
____________________
Registered Owner Certificate No. __
A-12-1
<PAGE>
Exhibit A-13
CUSIP 693 48L MF3
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIP
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. Interest is not
payable with respect to this Certificate. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 100% 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 1997-4 Portion of the Class IIP Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$_________________________
Class IIP Remittance Rate: 0.00%
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIP Principal Balance as of the Cut-Off Date:
$1,536,545.73
____________________
Registered Owner Certificate No. __
A-13-1
<PAGE>
Exhibit A-14
CUSIP 693 48L MD8
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIX
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
7.500% per annum. [Assuming that the Mortgage Loans underlying the Certificates
prepay at the prepayment assumption used by the issuer in pricing this
Certificate (I.E., 100% 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 1997-4 Portion of the Class IIX Notional Amount
as of the Cut-Off Date evidenced by this
Certificate:
$_________________
Class IIX Remittance Rate: 7.500%
applied to the Class IIX Notional Amount
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIX Principal Balance as of the Cut-Off Date:
$0.00
Class IIX Notional Amount as of the Cut-Off Date:
$6,552,790.49
____________________
Registered Owner Certificate No. __
A-14-1
<PAGE>
Exhibit A-15
CUSIP 693 48L MG1
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-1
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is June 27, 1997.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.389% 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., 100% 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 1997-4 Portion of the Class B-1 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$____________________
Class B-1 Remittance Rate: the quotient expressed as a percentage
of (a) the sum of (i) the product of (x) 7.000% and (y) the Group I
Subordinate Amount and (ii) the product of (x) 7.500% and (y) the
Group II Subordinate Amount over (b) the sum of the Group I
Subordinate Amount and the Group II Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B-1 Principal Balance as of the Cut-Off Date:
$3,652,463.00
____________________
Registered Owner Certificate No. ___
A-15-1
<PAGE>
Exhibit A-16
CUSIP 693 48L MH9
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-2
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is June 27, 1997.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.389% 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., 100% 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 1997-4 Portion of the Class B-2 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$____________________
Class B-2 Remittance Rate: the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y)
the Group I Subordinate Amount and (ii) the product of (x)
7.500% and (y) the Group II Subordinate Amount over (b) the
sum of the Group I Subordinate Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B-2 Principal Balance as of the Cut-Off Date:
$2,483,675.00
____________________
Registered Owner Certificate No. ___
A-16-1
<PAGE>
Exhibit A-17
CUSIP 693 48L MJ5
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-3
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is June 27, 1997.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.389% 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., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and the
amount of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
IN THE CASE OF ANY CLASS B-3 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-3
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-3 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-4 Portion of the Class B-3 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$____________________
Class B-3 Remittance Rate: the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y)
the Group I Subordinate Amount and (ii) the product of (x)
7.500% and (y) the Group II Subordinate Amount over (b) the
sum of the Group I Subordinate Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B-3 Principal Balance as of the Cut-Off Date:
$1,607,083.00
____________________
Registered Owner Certificate No. ___
A-17-1
<PAGE>
Exhibit A-18
CUSIP 693 48L MN6
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-4
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Date") of this Certificate is June 27, 1997. The
rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.389% 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., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and the
amount of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-4 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-4 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-4 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-4 Portion of the Class B-4 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$____________________
Class B-4 Remittance Rate: the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y)
the Group I Subordinate Amount and (ii) the product of (x)
7.500% and (y) the Group II Subordinate Amount over (b) the
sum of the Group I Subordinate Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B-4 Principal Balance as of the Cut-Off Date:
$1,168,788.00
____________________
Registered Owner Certificate No. ___
A-18-1
<PAGE>
Exhibit A-19
CUSIP 693 48L MP1
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-5
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is June 27, 1997.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.389% 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., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and the
amount of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-5 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-5 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-5 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-4 Portion of the Class B-5 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$____________________
Class B-5 Remittance Rate: the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y)
the Group I Subordinate Amount and (ii) the product of (x)
7.500% and (y) the Group II Subordinate Amount over (b) the
sum of the Group I Subordinate Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B-5 Principal Balance as of the Cut-Off Date:
$438,295.00
____________________
Registered Owner Certificate No. ___
A-19-1
<PAGE>
Exhibit A-20
CUSIP 693 48L MQ9
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-6
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is June 27, 1997.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.389% 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., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and the
amount of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-6 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4976 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-6 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-6 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1997-4 Portion of the Class B-6 Principal Balance
as of the Cut-Off Date evidenced by this
Certificate:
$____________________
Class B-6 Remittance Rate: the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.000% and (y)
the Group I Subordinate Amount and (ii) the product of (x)
7.500% and (y) the Group II Subordinate Amount over (b) the
sum of the Group I Subordinate Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B-6 Principal Balance as of the Cut-Off Date:
$876,595.45
____________________
Registered Owner Certificate No. ___
A-20-1
<PAGE>
Exhibit B-1
CUSIP 693 48L ML0
MORTGAGE TRUST CERTIFICATE
Class R-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE
CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R-1 CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R-1 CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
IN THE CASE OF ANY CLASS R-1 CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME
OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION,
THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF A CLASS R-1 CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN
THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1997-4 Percentage Interest evidenced by this
Class R-1 Certificate in the distributions
to be made with respect to the Class R-1
Certificates: ___%
Class R-1 Remittance Rate: 7.000%.
Additionally, the Class R-1 Certificates
are entitled to Excess Liquidation Proceeds
and the Residual Distribution Amount as
defined in the Pooling Agreement.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class R-1 Principal Balance as of the Cut-Off Date:
$50.00
____________________
Registered Owner Certificate No. ___
B-1
<PAGE>
Exhibit B-2
CUSIP 693 48L MM8
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class R-2
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE
CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R-2 CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THE CLASS R-2 CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
IN THE CASE OF ANY CLASS R-2 CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME
OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION,
THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF A CLASS R-2 CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN
THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1997-4 Percentage Interest evidenced by this
Class R-2 Certificate in the distributions
to be made with respect to the Class R-2
Certificates: ____%
Class R-2 Remittance Rate: 7.000%.
Additionally, the Class R-2 Certificates
are entitled to the Residual Distribution
Amount as defined in the Pooling Agreement.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class R-2 Principal Balance as of the Cut-Off Date: $50.00
____________________
Registered Owner Certificate No. ___
B-2
<PAGE>
Exhibit B-3
CUSIP 693 48L MK2
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, First Level Certificate Trust Certificates evidencing interests in
a trust fund whose assets consist of, among other things, Mortgage Trust
Certificates evidencing interests in a pool of conventional one- to four-family
mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE
CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME OF
AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION,
THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF A CLASS R CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN
THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1997-4 Percentage Interest evidenced by this
Class R Certificate in the distributions
to be made with respect to the Class R
Certificates: ____%
Class R Remittance Rate: 7.000%.
Additionally, the Class R Certificates
are entitled to the Residual Distribution
Amount as defined in the Pooling Agreement.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class R Principal Balance as of the Cut-Off Date: $50.00
____________________
Registered Owner Certificate No. ___
<PAGE>
Exhibit C-1
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IPP1-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit", as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IPP1-L Principal
the Cut-Off Date evidenced by this
Certificate:
Class IPP1-L Remittance Rate: 7.000% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP1-L Principal Balance as of the Cut-Off Date:
$38,992,477.00
____________________
Registered Owner Certificate No. ___
C-1-1
<PAGE>
Exhibit C-2
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IPP2-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IPP2-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IPP2-L Remittance Rate: 7.000% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP2-L Principal Balance as of the Cut-Off Date:
$4,392,000.00
____________________
Registered Owner Certificate No. ___
C-2-1
<PAGE>
Exhibit C-3
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IPP3-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IPP3-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IPP3-L Remittance Rate: 7.000% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP3-L Principal Balance as of the Cut-Off Date:
$6,068,000.00
____________________
Registered Owner Certificate No. ___
C-3-1
<PAGE>
Exhibit C-4
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IPP4-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IPP4-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IPP4-L Remittance Rate: 7.000% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IPP4-L Principal Balance as of the Cut-Off Date:
$12,363,156.00
____________________
Registered Owner Certificate No. ___
C-4-1
<PAGE>
Exhibit C-5
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IP-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IP-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IP-L Remittance Rate: 0.00% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IP-L Principal Balance as of the Cut-Off Date:
$595,842.00
____________________
Registered Owner Certificate No. ___
C-5-1
<PAGE>
Exhibit C-6
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IX-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IX Notional Amount
as of the Cut-Off Date evidenced by
by this Certificate:
Class IX-L Remittance Rate: 7.000% $______________________________________
applied to the Class IX Notional
Amount
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IX-L Principal Balance as of the Cut-Off Date:
$0.00
Class IX Notional Amount as of the Cut-Off Date:
$2,071,948.64
____________________
Registered Owner Certificate No. ___
C-6-1
<PAGE>
Exhibit C-7
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIPP1-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIPP1-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIPP1-L Remittance Rate: 7.500% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP1-L Principal Balance as of the Cut-Off Date:
$91,000,000.00
____________________
Registered Owner Certificate No. ___
C-7-1
<PAGE>
Exhibit C-8
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIPP2-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIPP2-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIPP2-L Remittance Rate: 7.500% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP2-L Principal Balance as of the Cut-Off Date:
$21,485,000.00
____________________
Registered Owner Certificate No. ___
C-8-1
<PAGE>
Exhibit C-9
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIPP3-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIPP3-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIPP3-L Remittance Rate: 7.500% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP3-L Principal Balance as of the Cut-Off Date:
$43,604,403.00
____________________
Registered Owner Certificate No. ___
C-9-1
<PAGE>
Exhibit C-10
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIPP4-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIPP4-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIPP4-L Remittance Rate: 7.250% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP4-L Principal Balance as of the Cut-Off Date:
$53,085,098.00
____________________
Registered Owner Certificate No. ___
C-10-1
<PAGE>
Exhibit C-11
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIPP5-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIPP5-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIPP5-L Remittance Rate: 9.000% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIPP5-L Principal Balance as of the Cut-Off Date:
$8,847,516.00
____________________
Registered Owner Certificate No. ___
C-11-1
<PAGE>
Exhibit C-12
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIP-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIP-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIP-L Remittance Rate: 0.00% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIP-L Principal Balance as of the Cut-Off Date:
$1,536,545.73
____________________
Registered Owner Certificate No. ___
C-12-1
<PAGE>
Exhibit C-13
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class IIX-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIX Notional
Amount as of the Cut-Off Date evidenced
by this Certificate:
Class IIX-L Remittance Rate: 7.500% $______________________________________
applied to the Class IIX Notional
Amount
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIX-L Principal Balance as of the Cut-Off Date:
$0.00
Class IIX Notional Amount as of the Cut-Off Date:
$6,552,790.49
____________________
Registered Owner Certificate No. ___
C-13-1
<PAGE>
Exhibit C-14
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B1-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class B1-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class B1-L Remittance Rate: the $______________________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
7.500% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B1-L Principal Balance as of the Cut-Off Date:
$3,652,463.00
____________________
Registered Owner Certificate No. ___
C-14-1
<PAGE>
Exhibit C-15
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B2-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class B2-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class B2-L Remittance Rate: the $______________________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
7.500% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B2-L Principal Balance as of the Cut-Off Date:
$2,483,675.00
____________________
Registered Owner Certificate No. ___
C-15-1
<PAGE>
Exhibit C-16
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B3-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class B3-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class B3-L Remittance Rate: the $______________________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
7.500% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B3-L Principal Balance as of the Cut-Off Date:
$1,607,083.00
____________________
Registered Owner Certificate No. ___
C-16-1
<PAGE>
Exhibit C-17
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B4-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class B4-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class B4-L Remittance Rate: the $______________________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
7.500% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B4-L Principal Balance as of the Cut-Off Date:
$1,168,788.00
____________________
Registered Owner Certificate No. ___
C-17-1
<PAGE>
Exhibit C-18
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B5-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class B4-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class B5-L Remittance Rate: the $______________________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
7.500% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B5-L Principal Balance as of the Cut-Off Date:
$438,295.00
____________________
Registered Owner Certificate No. ___
C-18-1
<PAGE>
Exhibit C-19
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class B6-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class B5-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class B6-L Remittance Rate: the $______________________________________
quotient expressed as a
percentage of (a) the sum of (i)
the product of (x) 7.000% and (y)
the Group I Subordinate Amount
and (ii) the product of (x)
7.500% and (y) the Group II
Subordinate Amount over (b) the
sum of the Group I Subordinate
Amount and the Group II
Subordinate Amount.
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class B6-L Principal Balance as of the Cut-Off Date:
$876,595.45
____________________
Registered Owner Certificate No. ___
C-19-1
<PAGE>
Exhibit C-20
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
Class R-L
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class R-L Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class R-L Remittance Rate: 7.000% $______________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class R-L Principal Balance as of the Cut-Off Date:
$50.00
____________________
Registered Owner Certificate No. ___
C-20-1
<PAGE>
(vlegal.ace v1.4) Page 1
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600062485 PARRISH 1077 STONEGATE ROAD HUMMELSTOWN PA 17036 $228,860.43
600062486 DE ARMOND 13061 SHASTA CT RANCHO CUCAMONG CA 91739 $251,001.87
600062487 TEITEL 4181-26TH STREET SAN FRANCISCO CA 94131 $427,219.83
600062488 CHIOU 2 ZOLA COURT IRVINE CA 92612 $301,300.78
600062489 PALAZZO 1864 UPPER RIM ROCK ROAD LAGUNA BEACH CA 92651 $642,159.09
600062490 STERLING 882 EL PINTADO ROAD DANVILLE CA 94526 $334,856.89
600062491 SELTZER 140 DEGAS ROAD PORTOLA VALLEY CA 94028 $581,171.14
600062493 MUNSON 202 MEADOWSIDE PLACE DANVILLE CA 94526 $350,269.75
600062494 BANKS 505 ALABAMA STREET HUNTINGTON BEAC CA 92648 $248,927.02
600062495 PEREZ 2049 AVENIDA FELICIANO RANCHO PALOS VE CA 90275 $256,897.50
600062496 WILLIAMS 910 CORRIENTE POINT DRIVE REDWOOD CITY CA 94065 $397,591.81
600062497 KELTNER 5924 CYPRESS POINT DRIVE FORT WORTH TX 76132 $492,015.96
600062498 DAVIS 1100 ADELLA AVE #23 CORONADO CA 92118 $229,952.89
600062499 MULLER 2526 COTTLE AVENUE SAN JOSE CA 95125 $258,389.91
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600062485 PARRISH 7.250 .250 7.000 .0500 6.950 02/01/2012
600062486 DE ARMOND 7.875 .250 7.625 .0500 7.575 02/01/2012
600062487 TEITEL 7.250 .250 7.000 .0500 6.950 01/01/2012
600062488 CHIOU 7.875 .250 7.625 .0500 7.575 03/01/2012
600062489 PALAZZO 7.625 .250 7.375 .0500 7.325 02/01/2012
600062490 STERLING 7.625 .250 7.375 .0500 7.325 01/01/2012
600062491 SELTZER 7.750 .250 7.500 .0500 7.450 01/01/2012
600062493 MUNSON 7.125 .250 6.875 .0500 6.825 03/01/2012
600062494 BANKS 7.500 .250 7.250 .0500 7.200 02/01/2012
600062495 PEREZ 7.750 .250 7.500 .0500 7.450 02/01/2012
600062496 WILLIAMS 7.500 .250 7.250 .0500 7.200 02/01/2012
600062497 KELTNER 7.750 .250 7.500 .0500 7.450 04/01/2012
600062498 DAVIS 7.875 .250 7.625 .0500 7.575 03/01/2012
600062499 MULLER 7.250 .250 7.000 .0500 6.950 04/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600062485 PARRISH 4086237 $2,117.85 06/01/1997 180
600062486 DE ARMOND 4087615 $2,409.07 06/01/1997 180
600062487 TEITEL 4091690 $3,961.83 06/01/1997 180
600062488 CHIOU 4091880 $2,883.29 06/01/1997 180
600062489 PALAZZO 4094405 $6,071.85 06/01/1997 180
600062490 STERLING 4094785 $3,176.05 06/01/1997 180
600062491 SELTZER 4097218 $5,553.53 06/01/1997 180
600062493 MUNSON 4102802 $3,203.02 06/01/1997 180
600062494 BANKS 4105144 $2,336.08 06/01/1997 180
600062495 PEREZ 4105151 $2,447.32 06/01/1997 180
600062496 WILLIAMS 4109732 $3,731.23 06/01/1997 180
600062497 KELTNER 4120077 $4,658.85 06/01/1997 180
600062498 DAVIS 4122081 $2,200.41 06/01/1997 180
600062499 MULLER 4128153 $2,373.45 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600062485 PARRISH .00 .00 .00 .000 .250 .300 $300,000.00 N
600062486 DE ARMOND .00 .00 .00 .000 .250 .300 $340,000.00 N
600062487 TEITEL .00 .00 .00 .000 .250 .300 $580,000.00 N
600062488 CHIOU .00 .00 .00 .000 .250 .300 $380,500.00 N
600062489 PALAZZO .00 .00 .00 .000 .250 .300 $975,000.00 N
600062490 STERLING .00 .00 .00 .000 .250 .300 $450,000.00 N
600062491 SELTZER .00 .00 .00 .000 .250 .300 $1,185,000.00 N
600062493 MUNSON .00 .00 .00 .000 .250 .300 $442,000.00 N
600062494 BANKS .00 .00 .00 .000 .250 .300 $315,000.00 N
600062495 PEREZ .00 .00 .00 .000 .250 .300 $325,000.00 N
600062496 WILLIAMS .00 .00 .00 .000 .250 .300 $550,000.00 N
600062497 KELTNER .00 .00 .00 .000 .250 .300 $730,000.00 N
600062498 DAVIS .00 .00 .00 .000 .250 .300 $292,000.00 N
600062499 MULLER .00 .00 .00 .000 .250 .300 $500,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 2
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600062500 ARTINIAN 4021 WILLOWCREST AVENUE LOS ANGELES CA 91604 $283,328.98
600062501 HAUSS 2088 ROYAL WAY SAN LUIS OBISPO CA 93401 $248,213.85
600062502 STROMBERG 59 JEWELL STREET SAN RAFAEL CA 94901 $269,393.53
600062503 CHEN 1400 TOLTECA COURT FREMONT CA 94539 $636,122.16
600062504 TEDESCO 350 LA MESA DRIVE PORTOLA VALLEY CA 94028 $352,825.42
600062505 SHIRIN 4636 CORRIDA CIRCLE SAN JOSE CA 95129 $230,547.64
600062506 LI 378 YELLOWSTONE DRIVE MORGAN HILL CA 95037 $249,280.32
600062507 KUMAR 186 RUE DES CHATEAUX TARPON SPRINGS FL 34689 $467,089.48
600062508 GISSENDANNER,JR. 40 CHATSWORTH PLACE ATLANTA GA 30327 $514,614.84
600062509 SPARKS 19562 VIA MONTE DRIVE SARATOGA CA 95070 $390,121.79
600062510 LEHRBAUM 596 N. CALIFORNIA AVENUE PALO ALTO CA 94301 $646,018.36
600062511 MELAMED 2054 PELHAM AVENUE LOS ANGELES CA 90025 $298,039.44
600062512 HWU 960 WINSTON AVENUE SAN MARINO CA 91108 $544,494.41
600062513 FRIEDGEN 2937 OLNEY PLACE BURBANK CA 91504 $372,702.90
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600062500 ARTINIAN 7.875 .250 7.625 .0500 7.575 04/01/2012
600062501 HAUSS 7.125 .250 6.875 .0500 6.825 04/01/2012
600062502 STROMBERG 7.750 .250 7.500 .0500 7.450 04/01/2012
600062503 CHEN 7.500 .250 7.250 .0500 7.200 04/01/2012
600062504 TEDESCO 7.375 .250 7.125 .0500 7.075 04/01/2012
600062505 SHIRIN 7.125 .250 6.875 .0500 6.825 04/01/2012
600062506 LI 7.500 .250 7.250 .0500 7.200 04/01/2012
600062507 KUMAR 7.250 .250 7.000 .0500 6.950 04/01/2012
600062508 GISSENDANNER,JR. 7.000 .250 6.750 .0500 6.700 04/01/2012
600062509 SPARKS 7.500 .250 7.250 .0500 7.200 04/01/2012
600062510 LEHRBAUM 7.375 .250 7.125 .0500 7.075 04/01/2012
600062511 MELAMED 7.125 .250 6.875 .0500 6.825 04/01/2012
600062512 HWU 6.875 .250 6.625 .0500 6.575 04/01/2012
600062513 FRIEDGEN 7.375 .250 7.125 .0500 7.075 04/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600062500 ARTINIAN 4131272 $2,703.09 06/01/1997 180
600062501 HAUSS 4133724 $2,264.58 06/01/1997 180
600062502 STROMBERG 4134706 $2,550.86 06/01/1997 180
600062503 CHEN 4135992 $5,932.88 06/01/1997 180
600062504 TEDESCO 4136297 $3,265.73 06/01/1997 180
600062505 SHIRIN 4136628 $2,101.53 06/01/1997 180
600062506 LI 4137022 $2,324.95 06/01/1997 180
600062507 KUMAR 4137238 $4,290.46 06/01/1997 180
600062508 GISSENDANNER,JR. 4137733 $4,763.79 06/01/1997 180
600062509 SPARKS 4138202 $3,638.53 06/01/1997 180
600062510 LEHRBAUM 4138657 $5,979.51 06/01/1997 180
600062511 MELAMED 4139101 $2,717.50 06/01/1997 180
600062512 HWU 4139234 $4,887.37 06/01/1997 180
600062513 FRIEDGEN 4139275 $3,449.72 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600062500 ARTINIAN .00 .00 .00 .000 .250 .300 $430,000.00 N
600062501 HAUSS .00 .00 .00 .000 .250 .300 $350,000.00 N
600062502 STROMBERG .00 .00 .00 .000 .250 .300 $440,000.00 N
600062503 CHEN .00 .00 .00 .000 .250 .300 $850,000.00 N
600062504 TEDESCO .00 .00 .00 .000 .250 .300 $758,000.00 N
600062505 SHIRIN .00 .00 .00 .000 .250 .300 $290,000.00 N
600062506 LI .00 .00 .00 .000 .250 .300 $314,000.00 N
600062507 KUMAR .00 .00 .00 .000 .250 .300 $662,000.00 N
600062508 GISSENDANNER,JR. .00 .00 .00 .000 .250 .300 $825,000.00 N
600062509 SPARKS .00 .00 .00 .000 .250 .300 $764,000.00 N
600062510 LEHRBAUM .00 .00 .00 .000 .250 .300 $820,000.00 N
600062511 MELAMED .00 .00 .00 .000 .250 .300 $507,000.00 N
600062512 HWU .00 .00 .00 .000 .250 .300 $910,000.00 N
600062513 FRIEDGEN .00 .00 .00 .000 .250 .300 $650,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 3
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600062514 PERLMAN 4607 SURREY DRIVE NEWPORT BEACH CA 92625 $313,028.05
600062515 HANSEN 3294 TEMPE DRIVE HUNTINGTON BEAC CA 92649 $300,150.07
600062516 SALAMANCA 4150 PINOT GRIS WAY SAN JOSE CA 95135 $264,813.30
600062517 JARRETT 4655 SOUTH DOLPHIN CAY LA ST. PETERSBURG FL 33711 $396,232.73
600062518 LECHMAN 5116 PESTO WAY AGOURA (AREA) CA 91301 $293,173.18
600062519 ROBERTS 20201 ALLENTOWN DRIVE LOS ANGELES CA 91364 $238,513.76
600062520 ZONA 1583 PARTRIDGE COURT SUNNYVALE CA 94087 $295,677.63
600062521 EVERSON 1426 BUTTERFIELD COURT MARCO ISLAND FL 34145 $225,013.17
600062522 WALWORTH 753 LAURELWOOD DRIVE SAN MATEO CA 94403 $372,752.52
600062523 LYNN, JR. 4041 STANFORD AVENUE UNIVERSITY PARK TX 75225 $578,400.75
600062524 O'REAR 147 MASSIMO CIRCLE SANTA ROSA CA 95404 $248,451.85
600062525 BARFIELD 4432 SHEPHERD STREET OAKLAND CA 94619 $348,849.90
600062526 ETTINGER 240 WINGFOOT DRIVE APTOS CA 95003 $248,099.01
600062527 FRENCH 1850 NORTH VISTA STREET LOS ANGELES CA 90046 $301,700.85
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600062514 PERLMAN 7.125 .250 6.875 .0500 6.825 04/01/2012
600062515 HANSEN 7.375 .250 7.125 .0500 7.075 04/01/2012
600062516 SALAMANCA 7.000 .250 6.750 .0500 6.700 04/01/2012
600062517 JARRETT 7.125 .250 6.875 .0500 6.825 03/01/2012
600062518 LECHMAN 7.250 .250 7.000 .0500 6.950 04/01/2012
600062519 ROBERTS 7.250 .250 7.000 .0500 6.950 04/01/2012
600062520 ZONA 7.375 .250 7.125 .0500 7.075 04/01/2012
600062521 EVERSON 7.375 .250 7.125 .0500 7.075 04/01/2012
600062522 WALWORTH 7.625 .250 7.375 .0500 7.325 04/01/2012
600062523 LYNN, JR. 7.125 .250 6.875 .0500 6.825 03/01/2012
600062524 O'REAR 7.250 .250 7.000 .0500 6.950 04/01/2012
600062525 BARFIELD 7.375 .250 7.125 .0500 7.075 04/01/2012
600062526 ETTINGER 6.875 .250 6.625 .0500 6.575 04/01/2012
600062527 FRENCH 7.750 .250 7.500 .0500 7.450 04/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600062514 PERLMAN 4139317 $2,853.37 06/01/1997 180
600062515 HANSEN 4140174 $2,778.17 3 06/01/1997 180
600062516 SALAMANCA 4140281 $2,395.38 06/01/1997 180
600062517 JARRETT 4140596 $3,623.33 06/01/1997 180
600062518 LECHMAN 4141032 $2,692.95 06/01/1997 180
600062519 ROBERTS 4143293 $2,190.88 06/01/1997 180
600062520 ZONA 4144234 $2,736.78 06/01/1997 180
600062521 EVERSON 4144325 $2,082.71 06/01/1997 180
600062522 WALWORTH 4145132 $3,502.99 06/01/1997 180
600062523 LYNN, JR. 4147369 $5,289.15 06/01/1997 180
600062524 O'REAR 4148235 $2,282.16 06/01/1997 180
600062525 BARFIELD 4148888 $3,228.94 12 06/01/1997 180
600062526 ETTINGER 4149142 $2,229.64 06/01/1997 180
600062527 FRENCH 4149282 $2,856.78 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600062514 PERLMAN .00 .00 .00 .000 .250 .300 $675,000.00 N
600062515 HANSEN .00 .00 .00 .000 .250 .300 $360,000.00 N
600062516 SALAMANCA .00 .00 .00 .000 .250 .300 $415,000.00 N
600062517 JARRETT .00 .00 .00 .000 .250 .300 $500,000.00 N
600062518 LECHMAN .00 .00 .00 .000 .250 .300 $370,000.00 N
600062519 ROBERTS .00 .00 .00 .000 .250 .300 $410,000.00 N
600062520 ZONA .00 .00 .00 .000 .250 .300 $375,000.00 N
600062521 EVERSON .00 .00 .00 .000 .250 .300 $283,000.00 N
600062522 WALWORTH .00 .00 .00 .000 .250 .300 $490,000.00 N
600062523 LYNN, JR. .00 .00 .00 .000 .250 .300 $765,000.00 N
600062524 O'REAR .00 .00 .00 .000 .250 .300 $340,000.00 N
600062525 BARFIELD .00 .00 .00 .000 .250 .300 $400,000.00 N
600062526 ETTINGER .00 .00 .00 .000 .250 .300 $382,000.00 N
600062527 FRENCH .00 .00 .00 .000 .250 .300 $697,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 4
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600062528 JU 3535 WOODSIDE TERRACE FREMONT CA 94539 $432,247.17
600062529 IRWIN 1406 WESTVIEW PLACE NORTH OLYMPIA WA 98502 $255,408.51
600062530 BERTHOLD 18938 CONGRESS JUNCTION C SARATOGA CA 95070 $397,549.76
600062533 ASGARI 30196 AVENIDA ESPLENDIDA RANCHO PALOS VE CA 90275 $340,550.30
600062534 NEIMAN 1721 NORTH BEVERLY DRIVE LOS ANGELES CA 90210 $356,324.64
600062536 MUIR 33802 VALENCIA PLACE DANA POINT CA 92629 $195,483.30
600062537 MCCORMICK 17160 CLOUDCROFT DRIVE POWAY CA 92064 $234,936.89
600062538 ARONSON 5331 SENECA PLACE SIMI VALLEY CA 93063 $123,067.99
600062539 CLAYTON 34001 LAS PALMAS DEL MAR SAN JUAN CAPIST CA 92675 $380,013.11
600062540 AKSELROD 454 NORTH ALFRED STREET LOS ANGELES CA 90048 $203,868.77
600062541 KIM 839 SOUTH COTTONTAIL LANE ANAHEIM CA 92808 $203,935.73
600062542 HALABE 3782 CAMINO CODORNIZ CALABASAS CA 91302 $387,793.85
600062543 FELIX 7045 WYNDHAM HILL DRIVE RIVERSIDE CA 92506 $643,910.10
600062544 SHARIFI 18616 ROSITA STREET LOS ANGELES CA 91356 $287,356.03
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600062528 JU 7.000 .250 6.750 .0500 6.700 04/01/2012
600062529 IRWIN 7.250 .250 7.000 .0500 6.950 04/01/2012
600062530 BERTHOLD 7.375 .250 7.125 .0500 7.075 04/01/2012
600062533 ASGARI 7.875 .250 7.625 .0500 7.575 09/01/2011
600062534 NEIMAN 7.750 .250 7.500 .0500 7.450 11/01/2011
600062536 MUIR 7.875 .250 7.625 .0500 7.575 11/01/2011
600062537 MCCORMICK 7.875 .250 7.625 .0500 7.575 12/01/2011
600062538 ARONSON 7.375 .250 7.125 .0500 7.075 01/01/2012
600062539 CLAYTON 7.250 .250 7.000 .0500 6.950 03/01/2012
600062540 AKSELROD 7.625 .250 7.375 .0500 7.325 01/01/2012
600062541 KIM 7.875 .250 7.625 .0500 7.575 01/01/2012
600062542 HALABE 7.625 .250 7.375 .0500 7.325 01/01/2012
600062543 FELIX 7.375 .250 7.125 .0500 7.075 03/01/2012
600062544 SHARIFI 7.500 .250 7.250 .0500 7.200 03/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600062528 JU 4151338 $3,909.91 06/01/1997 180
600062529 IRWIN 4157616 $2,346.06 06/01/1997 180
600062530 BERTHOLD 4158036 $3,679.70 06/01/1997 180
600062533 ASGARI 3993359 $3,319.58 06/01/1997 180
600062534 NEIMAN 4003976 $3,426.25 06/01/1997 180
600062536 MUIR 4040077 $1,903.54 06/01/1997 180
600062537 MCCORMICK 4065892 $2,268.70 06/01/1997 180
600062538 ARONSON 4075222 $1,149.91 06/01/1997 180
600062539 CLAYTON 4091765 $3,501.63 06/01/1997 180
600062540 AKSELROD 4092995 $1,933.65 06/01/1997 180
600062541 KIM 4095410 $1,963.30 06/01/1997 180
600062542 HALABE 4098869 $3,678.14 06/01/1997 180
600062543 FELIX 4126363 $5,978.59 06/01/1997 180
600062544 SHARIFI 4132700 $2,688.34 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600062528 JU .00 .00 .00 .000 .250 .300 $716,500.00 N
600062529 IRWIN .00 .00 .00 .000 .250 .300 $330,000.00 N
600062530 BERTHOLD .00 .00 .00 .000 .250 .300 $769,950.00 N
600062533 ASGARI .00 .00 .00 .000 .250 .300 $500,000.00 N
600062534 NEIMAN .00 .00 .00 .000 .250 .300 $625,000.00 N
600062536 MUIR .00 .00 .00 .000 .250 .300 $275,000.00 N
600062537 MCCORMICK .00 .00 .00 .000 .250 .300 $350,000.00 N
600062538 ARONSON .00 .00 .00 .000 .250 .300 $410,000.00 N
600062539 CLAYTON .00 .00 .00 .000 .250 .300 $511,450.00 N
600062540 AKSELROD .00 .00 .00 .000 .250 .300 $297,500.00 N
600062541 KIM .00 .00 .00 .000 .250 .300 $332,000.00 N
600062542 HALABE .00 .00 .00 .000 .250 .300 $525,000.00 N
600062543 FELIX .00 .00 .00 .000 .250 .300 $950,000.00 N
600062544 SHARIFI .00 .00 .00 .000 .250 .300 $390,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 5
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600062545 MINARDI 14 PACIFIC CREST LAGUNA NIGUEL CA 92677 $266,345.69
600062546 MACDONALD 14 REEF STREET #4 LOS ANGELES CA 90292 $253,666.00
600062548 ARDEN 14568 GREENLEAF STREET LOS ANGELES CA 91403 $158,460.30
600064934 FARIN 2719 SEQUOIA WAY BELMONT CA 94002 $422,424.86
600064935 YIP 1689 PEBBLE BEACH COURT MILPITAS CA 95035 $430,347.63
600064936 HURLEY 11802 COBBLESTONE DRIVE HOUSTON TX 77024 $253,170.03
600064938 MOORE 2407 STANMORE DRIVE HOUSTON TX 77019 $612,101.75
600064939 OLIVER 31 CHRISTINE COURT ST. HELENA CA 94574 $279,451.24
600064940 DEDDENS 1224 VIA ARACENA CAMARILLO CA 93010 $388,769.56
600064941 FUNG 24801 ALEXANDRA COURT CALABASAS CA 91302 $477,059.71
600064942 CANNATA 888 TRAILS END ROAD WALNUT CREEK CA 94598 $278,228.07
600064943 POTTORFF 19 BRONCO DRIVE RANCHO PALOS VE CA 90275 $491,867.47
600064944 ANDERSON 2043 SIERRA MESA DRIVE CAMARILLO CA 93010 $320,005.99
600064945 FROOMER 943-943 1/2 17TH STREET SANTA MONICA CA 90403 $645,836.90
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600062545 MINARDI 7.250 .250 7.000 .0500 6.950 03/01/2012
600062546 MACDONALD 7.500 .250 7.250 .0500 7.200 03/01/2012
600062548 ARDEN 6.875 .250 6.625 .0500 6.575 03/01/2012
600064934 FARIN 7.500 .250 7.250 .0400 7.210 04/01/2012
600064935 YIP 7.375 .250 7.125 .0400 7.085 04/01/2012
600064936 HURLEY 6.875 .250 6.625 .0400 6.585 04/01/2012
600064938 MOORE 7.000 .250 6.750 .0400 6.710 04/01/2012
600064939 OLIVER 7.375 .250 7.125 .0400 7.085 04/01/2012
600064940 DEDDENS 7.000 .250 6.750 .0400 6.710 05/01/2012
600064941 FUNG 7.375 .250 7.125 .0400 7.085 04/01/2012
600064942 CANNATA 7.000 .250 6.750 .0400 6.710 04/01/2012
600064943 POTTORFF 7.000 .250 6.750 .0400 6.710 04/01/2012
600064944 ANDERSON 7.250 .250 7.000 .0400 6.960 04/01/2012
600064945 FROOMER 7.000 .250 6.750 .0400 6.710 04/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600062545 MINARDI 4133054 $2,464.73 06/01/1997 180
600062546 MACDONALD 4134953 $2,373.16 06/01/1997 180
600062548 ARDEN 4140075 $1,426.97 06/01/1997 180
600064934 FARIN 4131470 $3,939.81 06/01/1997 180
600064935 YIP 4136321 $3,983.27 06/01/1997 180
600064936 HURLEY 4137899 $2,272.45 06/01/1997 180
600064938 MOORE 4140323 $5,536.79 06/01/1997 180
600064939 OLIVER 4140513 $2,598.79 12 06/01/1997 180
600064940 DEDDENS 4141446 $3,505.44 06/01/1997 180
600064941 FUNG 4141537 $4,415.64 06/01/1997 180
600064942 CANNATA 4142923 $2,516.72 06/01/1997 180
600064943 POTTORFF 4143418 $4,449.21 06/01/1997 180
600064944 ANDERSON 4143483 $2,939.42 12 06/01/1997 180
600064945 FROOMER 4143491 $5,841.94 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600062545 MINARDI .00 .00 .00 .000 .250 .300 $550,000.00 N
600062546 MACDONALD .00 .00 .00 .000 .250 .300 $390,000.00 N
600062548 ARDEN .00 .00 .00 .000 .250 .300 $396,000.00 N
600064934 FARIN .00 .00 .00 .000 .250 .290 $550,000.00 N
600064935 YIP .00 .00 .00 .000 .250 .290 $583,000.00 N
600064936 HURLEY .00 .00 .00 .000 .250 .290 $590,000.00 N
600064938 MOORE .00 .00 .00 .000 .250 .290 $1,020,000.00 N
600064939 OLIVER .00 .00 .00 .000 .250 .290 $320,000.00 N
600064940 DEDDENS .00 .00 .00 .000 .250 .290 $584,340.00 N
600064941 FUNG .00 .00 .00 .000 .250 .290 $600,000.00 N
600064942 CANNATA .00 .00 .00 .000 .250 .290 $350,000.00 N
600064943 POTTORFF .00 .00 .00 .000 .250 .290 $635,000.00 N
600064944 ANDERSON .00 .00 .00 .000 .250 .290 $360,000.00 N
600064945 FROOMER .00 .00 .00 .000 .250 .290 $900,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 6
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064946 ZIEG 3675 EAGLE STREET SAN DIEGO CA 92103 $325,052.40
600064947 YEE 16885 OAK VIEW DRIVE LOS ANGELES CA 91436 $620,578.36
600064948 MANISTA 22460 MISSION HILLS LANE YORBA LINDA CA 92687 $377,621.14
600064950 COLLIS 45 ST. TERESA COURT DANVILLE CA 94526 $242,521.55
600064951 TOMPANE 1060 VIA DEL POZO LOS ALTOS CA 94022 $603,074.93
600064952 CHASAN 5180 WINDSOR DRIVE SAN DIEGO CA 92109 $284,323.13
600064953 THORSEN 886 CALLE JON THOUSAND OAKS CA 91360 $320,502.88
600064954 FRANK 3800 WINFORD DRIVE LOS ANGELES CA 91356 $398,751.67
600064956 HAHN 29 ARBUSTO IRVINE CA 92714 $286,216.53
600064958 JENSEN 3319 SOUTHWEST SEOLA LANE BURIEN WA 98146 $382,537.14
600064960 CHILDERS JR 2520 MILL CREEK ROAD HEALDSBURG CA 95448 $238,561.60
600064962 DEVINE 1190 EAGLE TREE LANE FELTON CA 95018 $306,133.79
600064963 JOHNSON 5759 CAMINITO NORTE SAN DIEGO CA 92037 $311,463.60
600064964 PARHAM-WORSHAM 4779 CASTLEBERRY ROAD CUMMING GA 3013 $298,144.93
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064946 ZIEG 7.750 .250 7.500 .0400 7.460 04/01/2012
600064947 YEE 7.250 .250 7.000 .0400 6.960 05/01/2012
600064948 MANISTA 7.125 .250 6.875 .0400 6.835 04/01/2012
600064950 COLLIS 7.500 .250 7.250 .0400 7.210 04/01/2012
600064951 TOMPANE 6.750 .250 6.500 .0400 6.460 04/01/2012
600064952 CHASAN 7.875 .250 7.625 .0400 7.585 04/01/2012
600064953 THORSEN 7.250 .250 7.000 .0400 6.960 04/01/2012
600064954 FRANK 7.125 .250 6.875 .0400 6.835 05/01/2012
600064956 HAHN 7.250 .250 7.000 .0400 6.960 04/01/2012
600064958 JENSEN 6.875 .250 6.625 .0400 6.585 04/01/2012
600064960 CHILDERS JR 7.625 .250 7.375 .0400 7.335 04/01/2012
600064962 DEVINE 7.500 .250 7.250 .0400 7.210 04/01/2012
600064963 JOHNSON 7.375 .250 7.125 .0400 7.085 04/01/2012
600064964 PARHAM-WORSHAM 7.375 .250 7.125 .0400 7.085 04/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064946 ZIEG 4143574 $3,087.39 06/01/1997 180
600064947 YEE 4146775 $5,682.58 06/01/1997 180
600064948 MANISTA 4147864 $3,442.16 06/01/1997 180
600064950 COLLIS 4149183 $2,261.92 06/01/1997 180
600064951 TOMPANE 4149217 $5,371.41 06/01/1997 180
600064952 CHASAN 4149860 $2,712.57 06/01/1997 180
600064953 THORSEN 4150793 $2,943.99 06/01/1997 180
600064954 FRANK 4151510 $3,623.33 06/01/1997 180
600064956 HAHN 4152559 $2,629.05 06/01/1997 180
600064958 JENSEN 4154209 $3,433.64 06/01/1997 180
600064960 CHILDERS JR 4155297 $2,241.92 06/01/1997 180
600064962 DEVINE 4155966 $2,855.20 06/01/1997 180
600064963 JOHNSON 4156675 $2,883.96 06/01/1997 180
600064964 PARHAM-WORSHAM 4157210 $2,759.77 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064946 ZIEG .00 .00 .00 .000 .250 .290 $435,000.00 N
600064947 YEE .00 .00 .00 .000 .250 .290 $830,000.00 N
600064948 MANISTA .00 .00 .00 .000 .250 .290 $670,000.00 N
600064950 COLLIS .00 .00 .00 .000 .250 .290 $344,000.00 N
600064951 TOMPANE .00 .00 .00 .000 .250 .290 $800,000.00 N
600064952 CHASAN .00 .00 .00 .000 .250 .290 $357,500.00 N
600064953 THORSEN .00 .00 .00 .000 .250 .290 $430,000.00 N
600064954 FRANK .00 .00 .00 .000 .250 .290 $739,800.00 N
600064956 HAHN .00 .00 .00 .000 .250 .290 $360,000.00 N
600064958 JENSEN .00 .00 .00 .000 .250 .290 $511,000.00 N
600064960 CHILDERS JR .00 .00 .00 .000 .250 .290 $340,000.00 N
600064962 DEVINE .00 .00 .00 .000 .250 .290 $385,000.00 N
600064963 JOHNSON .00 .00 .00 .000 .250 .290 $400,000.00 N
600064964 PARHAM-WORSHAM .00 .00 .00 .000 .250 .290 $375,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 7
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064965 AMIRNOVIN 5680 LA JOLLA MESA DRIVE SAN DIEGO CA 92037 $260,926.76
600064966 BRYAN 4135 EDISON STREET SAN DIEGO CA 92117 $237,664.06
600064967 ROTWEIN 12 VIA CHEPARRO GREENBRAE CA 94904 $476,200.12
600064968 BARRY 18 TRUMBULL COURT NOVATO CA 94947 $301,055.40
600064969 KENNEY 1600 VISTA OAKS WAY THOUSAND OAKS CA 91361 $579,760.43
600064970 FEIT 9426 OAKMORE ROAD LOS ANGELES CA 90035 $302,894.19
600064971 HARARI 3534 CONSUELO DRIVE CALABASAS CA 91302 $397,227.79
600064972 MESTRES III 910 NORTH BUNDY DRIVE LOS ANGELES CA 90049 $993,077.98
600064973 KOZLEVCAR 1001 EAST WALNUT AVENUE EL SEGUNDO CA 90245 $221,081.62
600064974 REGENBAUM 8 FARTHER POINT HOUSTON TX 77024 $274,289.83
600064975 MANN 5833 BLUEBIRD COURT CASTRO VALLEY CA 94552 $279,867.57
600064976 ATNIP 536 ARBOLADO DRIVE FULLERTON CA 92835 $222,657.49
600064977 PAK 1300 FRENCH COURT MILPITAS CA 95035 $226,299.26
600064978 SINGH 1050 BROOKLAWN DRIVE LOS ANGELES CA 90077 $645,968.67
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064965 AMIRNOVIN 7.625 .250 7.375 .0400 7.335 04/01/2012
600064966 BRYAN 7.250 .250 7.000 .0400 6.960 05/01/2012
600064967 ROTWEIN 7.125 .250 6.875 .0400 6.835 04/01/2012
600064968 BARRY 7.250 .250 7.000 .0400 6.960 04/01/2012
600064969 KENNEY 7.500 .250 7.250 .0400 7.210 04/01/2012
600064970 FEIT 7.250 .250 7.000 .0400 6.960 04/01/2012
600064971 HARARI 7.375 .250 7.125 .0400 7.085 04/01/2012
600064972 MESTRES III 7.750 .250 7.500 .0400 7.460 04/01/2012
600064973 KOZLEVCAR 7.750 .250 7.500 .0400 7.460 04/01/2012
600064974 REGENBAUM 7.250 .250 7.000 .0400 6.960 04/01/2012
600064975 MANN 8.000 .250 7.750 .0400 7.710 04/01/2012
600064976 ATNIP 7.625 .250 7.375 .0400 7.335 04/01/2012
600064977 PAK 7.250 .250 7.000 .0400 6.960 05/01/2012
600064978 SINGH 7.375 .250 7.125 .0400 7.085 04/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064965 AMIRNOVIN 4157574 $2,452.10 06/01/1997 180
600064966 BRYAN 4158077 $2,176.27 06/01/1997 180
600064967 ROTWEIN 4158333 $4,340.75 06/01/1997 180
600064968 BARRY 4158838 $2,765.98 06/01/1997 180
600064969 KENNEY 4160156 $5,413.76 06/01/1997 180
600064970 FEIT 4160164 $2,784.24 06/01/1997 180
600064971 HARARI 4160222 $3,679.70 06/01/1997 180
600064972 MESTRES III 4160263 $9,403.35 06/01/1997 180
600064973 KOZLEVCAR 4160339 $2,093.40 06/01/1997 180
600064974 REGENBAUM 4161220 $2,519.51 06/01/1997 180
600064975 MANN 4162004 $2,690.17 2 06/01/1997 180
600064976 ATNIP 4162491 $2,092.46 06/01/1997 180
600064977 PAK 4162681 $2,072.20 06/01/1997 180
600064978 SINGH 4162764 $5,979.05 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064965 AMIRNOVIN .00 .00 .00 .000 .250 .290 $350,000.00 N
600064966 BRYAN .00 .00 .00 .000 .250 .290 $298,000.00 N
600064967 ROTWEIN .00 .00 .00 .000 .250 .290 $599,000.00 N
600064968 BARRY .00 .00 .00 .000 .250 .290 $610,000.00 N
600064969 KENNEY .00 .00 .00 .000 .250 .290 $735,000.00 N
600064970 FEIT .00 .00 .00 .000 .250 .290 $453,000.00 N
600064971 HARARI .00 .00 .00 .000 .250 .290 $543,000.00 N
600064972 MESTRES III .00 .00 .00 .000 .250 .290 $2,500,000.00 N
600064973 KOZLEVCAR .00 .00 .00 .000 .250 .290 $300,000.00 N
600064974 REGENBAUM .00 .00 .00 .000 .250 .290 $535,500.00 N
600064975 MANN .00 .00 .00 .000 .250 .290 $313,000.00 N
600064976 ATNIP .00 .00 .00 .000 .250 .290 $280,000.00 N
600064977 PAK .00 .00 .00 .000 .250 .290 $288,000.00 N
600064978 SINGH .00 .00 .00 .000 .250 .290 $1,650,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 8
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064979 DANESHY 25 HOLLINGERS ISLAND KATY TX 77450 $248,468.61
600064980 PRUDHOMME 7175 VIA DE MAYA RANCHO SANTA FE CA 92067 $647,987.07
600064982 SYTWU 1463 RICHARDSON AVENUE LOS ALTOS CA 94024 $311,132.17
600064983 HERZOG 4213 PASEO DE LAS TORTUGA TORRANCE CA 90505 $311,462.88
600064984 YOUNG 6329 CHELTON DRIVE OAKLAND CA 94611 $323,032.16
600064985 SAYLES 5408 ROZIE AVENUE LOS ANGELES CA 91367 $235,073.33
600064986 TARSTRUP 301 LA CASA AVENUE SAN MATEO CA 94403 $287,149.12
600064987 SULLIVAN 521 BLOSSOM LANE REDONDO BEACH CA 90278 $232,268.44
600064988 BERNSTEIN 525 SIERRA VISTA AVENUE PASADENA CA 91107 $358,924.63
600064989 DEVIN 934 GRIZZLY PEAK BERKELEY CA 94708 $338,950.43
600064990 SUH 1296 SOUTH NIGHT STAR WAY ANAHEIM CA 92808 $235,301.27
600064991 ADAMS 4040 COOLIDGE AVENUE OAKLAND CA 94602 $230,309.96
600064992 CHU 129 VALLEYVIEW WAY SOUTH SAN FRANC CA 94080 $277,526.66
600064993 NAVARRO 106 ZACATE COURT FREMONT CA 94539 $250,699.15
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064979 DANESHY 7.375 .250 7.125 .0400 7.085 04/01/2012
600064980 PRUDHOMME 7.500 .250 7.250 .0400 7.210 05/01/2012
600064982 SYTWU 7.750 .250 7.500 .0400 7.460 04/01/2012
600064983 HERZOG 7.375 .250 7.125 .0400 7.085 04/01/2012
600064984 YOUNG 7.625 .250 7.375 .0400 7.335 05/01/2012
600064985 SAYLES 8.000 .250 7.750 .0400 7.710 05/01/2012
600064986 TARSTRUP 7.750 .250 7.500 .0400 7.460 05/01/2012
600064987 SULLIVAN 7.375 .250 7.125 .0400 7.085 04/01/2012
600064988 BERNSTEIN 7.625 .250 7.375 .0400 7.335 05/01/2012
600064989 DEVIN 7.250 .250 7.000 .0400 6.960 05/01/2012
600064990 SUH 7.625 .250 7.375 .0400 7.335 04/01/2012
600064991 ADAMS 7.625 .250 7.375 .0400 7.335 05/01/2012
600064992 CHU 7.625 .250 7.375 .0400 7.335 04/01/2012
600064993 NAVARRO 8.000 .250 7.750 .0400 7.710 05/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064979 DANESHY 4163622 $2,299.81 06/01/1997 180
600064980 PRUDHOMME 4165163 $6,025.12 06/01/1997 180
600064982 SYTWU 4166054 $2,955.61 06/01/1997 180
600064983 HERZOG 4166716 $2,883.96 06/01/1997 180
600064984 YOUNG 4169777 $3,026.59 06/01/1997 180
600064985 SAYLES 4169884 $2,255.34 06/01/1997 180
600064986 TARSTRUP 4169942 $2,710.88 7 06/01/1997 180
600064987 SULLIVAN 4170205 $2,149.87 3 06/01/1997 180
600064988 BERNSTEIN 4171385 $3,362.87 06/01/1997 180
600064989 DEVIN 4171435 $3,103.74 06/01/1997 180
600064990 SUH 4173167 $2,211.28 06/01/1997 180
600064991 ADAMS 4173753 $2,157.85 3 06/01/1997 180
600064992 CHU 4174249 $2,608.10 06/01/1997 180
600064993 NAVARRO 4179602 $2,408.25 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064979 DANESHY .00 .00 .00 .000 .250 .290 $400,000.00 N
600064980 PRUDHOMME .00 .00 .00 .000 .250 .290 $865,000.00 N
600064982 SYTWU .00 .00 .00 .000 .250 .290 $570,000.00 N
600064983 HERZOG .00 .00 .00 .000 .250 .290 $420,000.00 N
600064984 YOUNG .00 .00 .00 .000 .250 .290 $405,000.00 N
600064985 SAYLES .00 .00 .00 .000 .250 .290 $295,000.00 N
600064986 TARSTRUP .00 .00 .00 .000 .250 .290 $320,000.00 N
600064987 SULLIVAN .00 .00 .00 .000 .250 .290 $246,000.00 N
600064988 BERNSTEIN .00 .00 .00 .000 .250 .290 $450,000.00 N
600064989 DEVIN .00 .00 .00 .000 .250 .290 $459,000.00 N
600064990 SUH .00 .00 .00 .000 .250 .290 $295,900.00 N
600064991 ADAMS .00 .00 .00 .000 .250 .290 $258,000.00 N
600064992 CHU .00 .00 .00 .000 .250 .290 $349,000.00 N
600064993 NAVARRO .00 .00 .00 .000 .250 .290 $315,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 9
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064994 TUCHMAN 25 HEATHER AVENUE SAN FRANCISCO CA 94118 $324,018.45
600064995 ROUCHES 5610 LAKE ALICE ROAD SOUT FALL CITY WA 98024 $295,076.23
600065934 BARNEBEY HOWARD 12036 87TH AVE NE KIRKLAND WA 98034 $443,346.84
600065935 POLEK VINCENT 202 6TH ST SEAL BEACH CA 90740 $373,843.75
600065937 MURPHY DANIEL 187 KNIGHT DR SAN RAFAEL CA 94901 $269,175.58
600065938 NELSON DOUGLAS 7525N 21ST PL PHOENIX AZ 85020 $264,181.95
600065939 COHEN AARON 4571 COMBER AVE LOS ANGELES CA 91316 $498,506.43
600065940 TRIESCH III G 107 OAKMONT CT SAN ANTONIO TX 78212 $299,093.96
600065941 MILLSON JEFFREY 435 KENMORE AVE SUNNYVALE CA 94086 $246,237.51
600065942 SMITH SARAH 4673N VERSAILLES HIGHLAND PA TX 75209 $299,103.86
600065943 MOORE JOHN 130 HARBOR DR OZONA FL 34660 $264,009.00
600065944 DIOLI RICHARD 1812 PARROT DR SAN MATEO CA 94402 $299,113.67
600065945 GOLDSMITH JOHN 2402 PINE HAMMOCK DR CLEARWATER FL 34624 $384,846.96
600065946 DOWLER TERRY 2149E BRIAR ST SPRINGFIELD MO 65804 $238,850.03
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064994 TUCHMAN 7.500 .250 7.250 .0400 7.210 05/01/2012
600064995 ROUCHES 7.125 .250 6.875 .0400 6.835 05/01/2012
600065934 BARNEBEY HOWARD 7.000 .250 6.750 .0400 6.710 05/01/2012
600065935 POLEK VINCENT 7.500 .250 7.250 .0400 7.210 05/01/2012
600065937 MURPHY DANIEL 7.375 .250 7.125 .0400 7.085 05/01/2012
600065938 NELSON DOUGLAS 7.250 .250 7.000 .0400 6.960 05/01/2012
600065939 COHEN AARON 7.625 .250 7.375 .0400 7.335 05/01/2012
600065940 TRIESCH III G 7.500 .250 7.250 .0400 7.210 05/01/2012
600065941 MILLSON JEFFREY 7.250 .250 7.000 .0400 6.960 05/01/2012
600065942 SMITH SARAH 7.625 .250 7.375 .0400 7.335 05/01/2012
600065943 MOORE JOHN 7.625 .250 7.375 .0400 7.335 05/01/2012
600065944 DIOLI RICHARD 7.750 .250 7.500 .0400 7.460 05/01/2012
600065945 GOLDSMITH JOHN 7.625 .250 7.375 .0400 7.335 05/01/2012
600065946 DOWLER TERRY 7.875 .250 7.625 .0400 7.585 05/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064994 TUCHMAN 4180667 $3,012.80 06/01/1997 180
600064995 ROUCHES 4197778 $2,681.27 06/01/1997 180
600065934 BARNEBEY HOWARD 4154142 $3,997.54 06/01/1997 180
600065935 POLEK VINCENT 4155990 $3,476.30 06/01/1997 180
600065937 MURPHY DANIEL 4163341 $2,483.80 06/01/1997 180
600065938 NELSON DOUGLAS 4163820 $2,419.09 06/01/1997 180
600065939 COHEN AARON 4163960 $4,670.65 06/01/1997 180
600065940 TRIESCH III G 4170049 $2,781.04 06/01/1997 180
600065941 MILLSON JEFFREY 4171161 $2,254.78 06/01/1997 180
600065942 SMITH SARAH 4172094 $2,802.39 06/01/1997 180
600065943 MOORE JOHN 4173118 $2,473.58 06/01/1997 180
600065944 DIOLI RICHARD 4173365 $2,823.83 06/01/1997 180
600065945 GOLDSMITH JOHN 4177747 $3,605.75 3 06/01/1997 180
600065946 DOWLER TERRY 4177879 $2,272.02 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600064994 TUCHMAN .00 .00 .00 .000 .250 .290 $680,000.00 N
600064995 ROUCHES .00 .00 .00 .000 .250 .290 $370,000.00 N
600065934 BARNEBEY HOWARD .00 .00 .00 .000 .250 .290 $589,000.00 N
600065935 POLEK VINCENT .00 .00 .00 .000 .250 .290 $575,000.00 N
600065937 MURPHY DANIEL .00 .00 .00 .000 .250 .290 $399,000.00 N
600065938 NELSON DOUGLAS .00 .00 .00 .000 .250 .290 $490,000.00 N
600065939 COHEN AARON .00 .00 .00 .000 .250 .290 $625,000.00 N
600065940 TRIESCH III G .00 .00 .00 .000 .250 .290 $375,000.00 N
600065941 MILLSON JEFFREY .00 .00 .00 .000 .250 .290 $356,000.00 N
600065942 SMITH SARAH .00 .00 .00 .000 .250 .290 $377,000.00 N
600065943 MOORE JOHN .00 .00 .00 .000 .250 .290 $331,000.00 N
600065944 DIOLI RICHARD .00 .00 .00 .000 .250 .290 $484,000.00 N
600065945 GOLDSMITH JOHN .00 .00 .00 .000 .250 .290 $429,000.00 N
600065946 DOWLER TERRY .00 .00 .00 .000 .250 .290 $315,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 10
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600065947 SMITH STEPHEN 22241 CRYSTAL POND MISSION VIE CA 92692 $366,924.70
600065948 LEE TAEJAE 959 NOVEMBER DR CUPERTINO CA 95014 $267,190.60
600065949 RAFFERTY JR JOHN 9622 ENDSLEIGH CT GRANITE BAY CA 95746 $251,255.48
600065950 WARD STEPHEN 2017 BRIDGE VIEW LN PLANO TX 75093 $264,000.00
600065951 OBLER RICHARD 354 RICARDO PL SAN DIEGO CA 92037 $434,594.29
600065953 MOSEL KURT 5565 TRINITY WAY SAN DIEGO CA 92120 $325,047.43
600065954 OBER STEVEN 322- 324 N MANSFIELD LOS ANGELES CA 90036 $299,123.40
600065955 O'CONNELL STEPHEN 85 ACACIA DR ORINDA CA 94563 $438,641.73
600065956 POWER JOHN 26192 FLINTLOCK LN LAGUNA HILL CA 92653 $314,079.57
600065959 PUTNAM EDWARD 42544 ARJAY MURRIETA CA 92562 $229,349.92
600065960 CHAMBERLAIN ELLEN 3375 OLD PILKINGTON SANTA CRUZ CA 95065 $398,791.95
600065961 HUGHES TEENA 9341 WELLINGTON PARK TAMPA FL 33647 $219,371.23
600065962 DARDASHTI BEHROUZ 530 CHALETTE DR BEVERLY HIL CA 90210 $648,079.62
600065963 ROSE ARTHUR 1911 HOLLY TREE LN SANTA ANA CA 92705 $250,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600065947 SMITH STEPHEN 7.875 .250 7.625 .0400 7.585 05/01/2012
600065948 LEE TAEJAE 7.500 .250 7.250 .0400 7.210 05/01/2012
600065949 RAFFERTY JR JOHN 7.750 .250 7.500 .0400 7.460 05/01/2012
600065950 WARD STEPHEN 7.125 .250 6.875 .0400 6.835 06/01/2012
600065951 OBLER RICHARD 6.750 .250 6.500 .0400 6.460 05/01/2012
600065953 MOSEL KURT 7.875 .250 7.625 .0400 7.585 05/01/2012
600065954 OBER STEVEN 7.875 .250 7.625 .0400 7.585 05/01/2012
600065955 O'CONNELL STEPHEN 7.250 .250 7.000 .0400 6.960 05/01/2012
600065956 POWER JOHN 7.875 .250 7.625 .0400 7.585 05/01/2012
600065959 PUTNAM EDWARD 8.250 .250 8.000 .0400 7.960 05/01/2012
600065960 CHAMBERLAIN ELLEN 7.500 .250 7.250 .0400 7.210 05/01/2012
600065961 HUGHES TEENA 8.125 .250 7.875 .0400 7.835 05/01/2012
600065962 DARDASHTI BEHROUZ 7.750 .250 7.500 .0400 7.460 05/01/2012
600065963 ROSE ARTHUR 8.125 .250 7.875 .0400 7.835 06/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600065947 SMITH STEPHEN 4180501 $3,490.30 06/01/1997 180
600065948 LEE TAEJAE 4180741 $2,484.40 06/01/1997 180
600065949 RAFFERTY JR JOHN 4182531 $2,372.02 06/01/1997 180
600065950 WARD STEPHEN 4182788 $2,391.40 06/01/1997 180
600065951 OBLER RICHARD 4183620 $3,858.21 06/01/1997 180
600065953 MOSEL KURT 4184008 $3,091.95 3 06/01/1997 180
600065954 OBER STEVEN 4185484 $2,845.35 06/01/1997 180
600065955 O'CONNELL STEPHEN 4186730 $4,016.60 06/01/1997 180
600065956 POWER JOHN 4191805 $2,987.62 06/01/1997 180
600065959 PUTNAM EDWARD 4198214 $2,231.33 06/01/1997 180
600065960 CHAMBERLAIN ELLEN 4200259 $3,708.05 06/01/1997 180
600065961 HUGHES TEENA 4202834 $2,118.35 3 06/01/1997 180
600065962 DARDASHTI BEHROUZ 4204491 $6,118.30 06/01/1997 180
600065963 ROSE ARTHUR 4206082 $2,407.21 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600065947 SMITH STEPHEN .00 .00 .00 .000 .250 .290 $460,000.00 N
600065948 LEE TAEJAE .00 .00 .00 .000 .250 .290 $423,000.00 N
600065949 RAFFERTY JR JOHN .00 .00 .00 .000 .250 .290 $315,000.00 N
600065950 WARD STEPHEN .00 .00 .00 .000 .250 .290 $330,000.00 N
600065951 OBLER RICHARD .00 .00 .00 .000 .250 .290 $545,000.00 N
600065953 MOSEL KURT .00 .00 .00 .000 .250 .290 $365,000.00 N
600065954 OBER STEVEN .00 .00 .00 .000 .250 .290 $535,000.00 N
600065955 O'CONNELL STEPHEN .00 .00 .00 .000 .250 .290 $550,000.00 N
600065956 POWER JOHN .00 .00 .00 .000 .250 .290 $510,000.00 N
600065959 PUTNAM EDWARD .00 .00 .00 .000 .250 .290 $370,000.00 N
600065960 CHAMBERLAIN ELLEN .00 .00 .00 .000 .250 .290 $565,000.00 N
600065961 HUGHES TEENA .00 .00 .00 .000 .250 .290 $252,000.00 N
600065962 DARDASHTI BEHROUZ .00 .00 .00 .000 .250 .290 $1,260,000.00 N
600065963 ROSE ARTHUR .00 .00 .00 .000 .250 .290 $700,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 11
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067330 Inglis 1434 SEA RIDGE DRIVE NEWPORT BEACH CA 92660 $300,000.00
600067331 Chaitkin 576 66TH STREET OAKLAND CA 94609 $248,000.00
600067332 Sloan 21696 MARIGOT DRIVE BOCA RATON FL 33428 $301,950.00
600067333 Kodabakshian 12042 STONE GATE WY LOS ANGELES CA 91326 $290,000.00
600067334 Desoto 200 15TH STREET, A, B MANHATTAN BEACH CA 90266 $464,000.00
600067335 Taverdi 1580 MONTEVAL LANE SAN JOSE CA 95120 $295,000.00
600067336 Matice 941 GOLDEN WAY LOS ALTOS CA 94024 $407,700.00
600067337 Wortsman 18756 CAITHNESS STREE LOS ANGELES CA 91326 $244,000.00
600067338 Oppenheim 10365 KESWICK AVENUE LOS ANGELES CA 90064 $350,000.00
600067339 Madadshahi 16898 ENCINO HILLS DR LOS ANGELES CA 91436 $303,602.13
600067340 Melaragno 9245 WHITE OAK AVENUE LOS ANGELES CA 91352 $313,193.78
600067341 Samarghandi 33 COKEBERRY ROAD THE WOODLANDS TX 77380 $158,488.92
600067342 Budd 16351 WIMBLEDON LANE HUNTINGTON BEAC CA 92649 $214,431.38
600067343 Tran 6795 TURF DRIVE HUNTINGTON BEAC CA 92648 $405,363.46
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067330 Inglis 7.875 .250 7.625 .0400 7.585 06/01/2012
600067331 Chaitkin 7.500 .250 7.250 .0400 7.210 06/01/2012
600067332 Sloan 7.750 .250 7.500 .0400 7.460 06/01/2012
600067333 Kodabakshian 7.750 .250 7.500 .0400 7.460 06/01/2012
600067334 Desoto 7.750 .250 7.500 .0400 7.460 06/01/2012
600067335 Taverdi 7.875 .250 7.625 .0400 7.585 06/01/2012
600067336 Matice 7.625 .250 7.375 .0400 7.335 06/01/2012
600067337 Wortsman 7.750 .250 7.500 .0400 7.460 06/01/2012
600067338 Oppenheim 7.500 .250 7.250 .0400 7.210 06/01/2012
600067339 Madadshahi 8.000 .250 7.750 .0400 7.710 11/01/2011
600067340 Melaragno 8.000 .250 7.750 .0400 7.710 11/01/2011
600067341 Samarghandi 7.750 .250 7.500 .0400 7.460 11/01/2011
600067342 Budd 7.875 .250 7.625 .0400 7.585 11/01/2011
600067343 Tran 7.875 .250 7.625 .0400 7.585 11/01/2011
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067330 Inglis 4171336 $2,845.35 06/01/1997 180
600067331 Chaitkin 4177135 $2,299.00 06/01/1997 180
600067332 Sloan 4185658 $2,842.19 06/01/1997 180
600067333 Kodabakshian 4199642 $2,729.70 06/01/1997 180
600067334 Desoto 4204988 $4,367.52 06/01/1997 180
600067335 Taverdi 4208856 $2,797.93 06/01/1997 180
600067336 Matice 4210407 $3,808.45 06/01/1997 180
600067337 Wortsman 4211496 $2,296.72 06/01/1997 180
600067338 Oppenheim 4214615 $3,244.55 06/01/1997 180
600067339 Madadshahi 3995453 $2,962.53 06/01/1997 180
600067340 Melaragno 4021945 $3,058.09 06/01/1997 180
600067341 Samarghandi 4029542 $1,548.40 06/01/1997 180
600067342 Budd 4035234 $2,077.11 06/01/1997 180
600067343 Tran 4037933 $3,926.59 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600067330 Inglis $465,000.00 N
600067331 Chaitkin $331,000.00 N
600067332 Sloan $378,000.00 N
600067333 Kodabakshian $375,000.00 N
600067334 Desoto $675,000.00 N
600067335 Taverdi $380,000.00 N
600067336 Matice $575,000.00 N
600067337 Wortsman $310,000.00 N
600067338 Oppenheim $550,000.00 N
600067339 Madadshahi $428,000.00 N
600067340 Melaragno $400,000.00 N
600067341 Samarghandi $235,000.00 N
600067342 Budd $292,000.00 N
600067343 Tran $679,068.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 12
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067344 McHale 106 ST. JOAN LANE PLEASANT HILL CA 94523 $256,516.08
600067345 Carrera 501 PLAZA DEL CID CHULA VISTA CA 91910 $236,148.08
600067346 Ghosh 1903 WILBUR AVENUE SAN DIEGO CA 92109 $155,143.14
600067347 Nocerino 3760 TRENERY DRIVE PLEASANTON CA 94588 $541,222.05
600067348 Elya 1900 STRADELLA ROAD LOS ANGELES CA 90077 $454,859.39
600067349 Gillinger Jr. 818 COUNTY ROAD 245 DURANGO CO 81301 $389,089.14
600067350 Nahmi 2312 ELM AVENUE MANHATTAN BEACH CA 90266 $279,226.88
600067351 Ainslie 2000 PACIFIC AVENUE SAN FRANCISCO CA 94109 $988,067.31
600067352 Kelly 29214 LAWRENCE WAY FAIR OAKS RANCH TX 78006 $123,503.33
600067353 Bhullar 208 STILLWATER LANE SAN JOSE CA 95139 $217,488.67
600067354 Henick 552 DRYAD ROAD SANTA MONICA CA 90402 $288,317.96
600067355 Falk 17421 CIRCA DEL NORTE RANCHO SANTA FE CA 92067 $693,548.35
600067358 Wertz 12218 MONTANA AVENUE LOS ANGELES CA 90049 $368,900.59
600067359 Joe 10473 SCENIC COURT CUPERTINO CA 95014 $273,231.33
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067344 McHale 7.875 .250 7.625 .0400 7.585 12/01/2011
600067345 Carrera 7.750 .250 7.500 .0400 7.460 02/01/2012
600067346 Ghosh 7.750 .250 7.500 .0400 7.460 01/01/2012
600067347 Nocerino 7.000 .250 6.750 .0400 6.710 01/01/2012
600067348 Elya 7.375 .250 7.125 .0400 7.085 01/01/2012
600067349 Gillinger Jr. 7.750 .250 7.500 .0400 7.460 01/01/2012
600067350 Nahmi 7.250 .250 7.000 .0400 6.960 02/01/2012
600067351 Ainslie 7.750 .250 7.500 .0400 7.460 02/01/2012
600067352 Kelly 7.750 .250 7.500 .0400 7.460 02/01/2012
600067353 Bhullar 7.625 .250 7.375 .0400 7.335 04/01/2012
600067354 Henick 7.375 .250 7.125 .0400 7.085 03/01/2012
600067355 Falk 7.375 .250 7.125 .0400 7.085 03/01/2012
600067358 Wertz 7.000 .250 6.750 .0400 6.710 04/01/2012
600067359 Joe 7.000 .250 6.750 .0400 6.710 04/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067344 McHale 4046587 $2,489.69 06/01/1997 180
600067345 Carrera 4069720 $2,249.65 06/01/1997 180
600067346 Ghosh 4080388 $1,482.51 06/01/1997 180
600067347 Nocerino 4088829 $4,943.56 06/01/1997 180
600067348 Elya 4090445 $4,250.05 06/01/1997 180
600067349 Gillinger Jr. 4090775 $3,718.04 06/01/1997 180
600067350 Nahmi 4096509 $2,581.12 06/01/1997 180
600067351 Ainslie 4101861 $9,412.76 06/01/1997 180
600067352 Kelly 4110607 $1,176.60 06/01/1997 180
600067353 Bhullar 4114922 $2,043.88 06/01/1997 180
600067354 Henick 4115432 $2,676.98 06/01/1997 180
600067355 Falk 4125035 $6,439.47 06/01/1997 180
600067358 Wertz 4134326 $3,336.91 06/01/1997 180
600067359 Joe 4136925 $2,471.78 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600067344 McHale $350,000.00 N
600067345 Carrera $339,000.00 N
600067346 Ghosh $210,111.00 N
600067347 Nocerino $900,000.00 N
600067348 Elya $660,000.00 N
600067349 Gillinger Jr. $550,000.00 N
600067350 Nahmi $377,000.00 N
600067351 Ainslie $1,650,000.00 N
600067352 Kelly $215,000.00 N
600067353 Bhullar $302,000.00 N
600067354 Henick $850,000.00 N
600067355 Falk $1,700,000.00 N
600067358 Wertz $495,000.00 N
600067359 Joe $700,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 13
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067360 Stewart 3620 SOUTHWESTERN BLV UNIVERSITY PARK TX 75225 $496,937.21
600067361 Hamerman 15401 PIMLICO CORTE RANCHO SANTE FE CA 92067 $430,990.76
600067362 Oglesby 123 LAKE ESTATES DRIV MONTGOMERY TX 77356 $397,468.66
600067363 Medeiros 325 MANZANITA WAY WOODSIDE CA 94062 $498,456.51
600067364 Thompson 1210 LAKE STREET MILLBRAE CA 94030 $583,194.13
600067365 Morgner 590 SAN GORGONIO STRE SAN DIEGO CA 92106 $450,136.41
600067366 Winer Trustee 3232 WOODVIEW COURT THOUSAND OAKS CA 91362 $430,637.06
600067367 Asgari 4750 WEST FOREST PARK MARIETTA GA 30066 $193,805.50
600067368 Clarke 795 SUTTER STREET, UN SAN FRANCISCO CA 94109 $249,694.11
600067369 Gillan IV 8926 IRVING AVENUE SURFSIDE FL 33154 $287,915.55
600067370 Szeto 42 ESTRELLA AVENUE PIEDMONT CA 94611 $448,655.79
600067371 Bradford 1129 RIESLING CIRCLE LIVERMORE CA 94550 $280,000.00
600067372 Moshayedi 282 STATE HIGHWAY 173 LAKE ARROWHEAD CA 92352 $491,987.00
600067438 STROYKE 542 24TH STREET HERMOSA BEACH CA 90254 $328,992.37
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067360 Stewart 7.375 .250 7.125 .0400 7.085 04/01/2012
600067361 Hamerman 7.375 .250 7.125 .0400 7.085 03/01/2012
600067362 Oglesby 7.000 .250 6.750 .0400 6.710 04/01/2012
600067363 Medeiros 7.250 .250 7.000 .0400 6.960 05/01/2012
600067364 Thompson 7.250 .250 7.000 .0400 6.960 05/01/2012
600067365 Morgner 7.500 .250 7.250 .0400 7.210 05/01/2012
600067366 Winer Trustee 7.000 .250 6.750 .0400 6.710 05/01/2012
600067367 Asgari 7.375 .250 7.125 .0400 7.085 04/01/2012
600067368 Clarke 7.250 .250 7.000 .0400 6.960 04/01/2012
600067369 Gillan IV 8.000 .250 7.750 .0400 7.710 05/01/2012
600067370 Szeto 7.625 .250 7.375 .0400 7.335 05/01/2012
600067371 Bradford 8.000 .250 7.750 .0400 7.710 06/01/2012
600067372 Moshayedi 7.875 .250 7.625 .0400 7.585 06/01/2012
600067438 STROYKE 7.375 .250 7.125 .0400 7.085 05/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067360 Stewart 4139770 $4,599.62 06/01/1997 180
600067361 Hamerman 4142436 $4,001.67 06/01/1997 180
600067362 Oglesby 4151551 $3,595.32 06/01/1997 180
600067363 Medeiros 4158085 $4,564.32 06/01/1997 180
600067364 Thompson 4161774 $5,340.25 06/01/1997 180
600067365 Morgner 4164380 $4,185.47 06/01/1997 180
600067366 Winer Trustee 4166781 $3,882.94 06/01/1997 180
600067367 Asgari 4168019 $1,793.86 06/01/1997 180
600067368 Clarke 4168316 $2,293.57 06/01/1997 180
600067369 Gillan IV 4172177 $2,759.45 06/01/1997 180
600067370 Szeto 4194205 $4,203.59 06/01/1997 180
600067371 Bradford 4215281 $2,675.83 06/01/1997 180
600067372 Moshayedi 4219093 $4,666.26 06/01/1997 180
600067438 STROYKE 4165304 $3,035.75 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600067360 Stewart $750,000.00 N
600067361 Hamerman $670,000.00 N
600067362 Oglesby $540,200.00 N
600067363 Medeiros $2,800,000.00 N
600067364 Thompson $900,000.00 N
600067365 Morgner $645,000.00 N
600067366 Winer Trustee $550,000.00 N
600067367 Asgari $300,000.00 N
600067368 Clarke $335,000.00 N
600067369 Gillan IV $385,000.00 N
600067370 Szeto $745,000.00 N
600067371 Bradford $365,000.00 N
600067372 Moshayedi $775,000.00 N
600067438 STROYKE $440,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 14
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067440 DOUGLAS 655 MYRA WAY SAN FRANCISCO CA 94127 $104,321.03
600067442 MIZRAHI 14960 DICKENS STREET LOS ANGELES CA 91403 $93,405.66
600067444 KOCHAV 1247 HILLDALE AVENUE LOS ANGELES CA 90069 $299,103.86
600067446 CHEN 19050 OLYMPIA STREET LOS ANGELES CA 91326 $167,525.16
600067448 SHARIFI 19625 ANADALE DRIVE LOS ANGELES CA 91356 $324,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067440 DOUGLAS 6.750 .250 6.500 .0400 6.460 04/01/2012
600067442 MIZRAHI 7.250 .250 7.000 .0400 6.960 04/01/2012
600067444 KOCHAV 7.625 .250 7.375 .0400 7.335 05/01/2012
600067446 CHEN 8.250 .250 8.000 .0400 7.960 05/01/2012
600067448 SHARIFI 7.875 .250 7.625 .0400 7.585 06/01/2012
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067440 DOUGLAS 4166898 $929.16 06/01/1997 180
600067442 MIZRAHI 4173530 $867.22 06/01/1997 180
600067444 KOCHAV 4186953 $2,802.39 06/01/1997 180
600067446 CHEN 4212254 $1,629.84 06/01/1997 180
600067448 SHARIFI 4216354 $3,072.98 06/01/1997 180
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600067440 DOUGLAS $340,000.00 N
600067442 MIZRAHI $140,000.00 N
600067444 KOCHAV $880,000.00 N
600067446 CHEN $318,000.00 N
600067448 SHARIFI $432,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 15
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 10:06:18 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4
<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 187 0 64,675,259.69 100,543,319.00 65,137,594.00 602,152.85
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 1
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500064572 GUNALP,ASIM M & SALLY M 14240 HALF MOON BAY DRIVE SAN DIEGO CA 92014 $262,155.40
500064573 BARDY,ELIZABETH M 2211 BOWMONT DRIVE (BEVER LOS ANGELES CA 90210 $344,423.72
500064574 MOREH,JAVID & ELEANOR 9118 LEANDER PLACE (BEVER LOS ANGELES CA 90210 $599,171.45
500064576 CHO,PETER YS & CONNIE CW 5 PIENZA IRVINE CA 92606 $257,235.20
600062459 YADIDI 5009 ZELZAH AVENUE LOS ANGELES CA 91316 $179,149.99
600062461 QUARRE 23 BODEGA BAY DRIVE NEWPORT BEACH CA 92625 $439,089.66
600062462 CABE 16150 MORRISON STREET LOS ANGELES CA 91436 $180,847.87
600062463 TEHRANI 704 PASEO DEL MAR PALOS VERDES ES CA 90274 $647,184.32
600062465 KRON 4150 FARMDALE AVENUE LOS ANGELES CA 91604 $212,775.92
600062468 BARBELLO 23046 CALIFA STREET WOODLAND HILLS CA 91367 $469,022.95
600062469 WALTNER 14702 CANTERBURY AVENUE TUSTIN CA 92780 $142,405.69
600062470 PURVIS 3754 CALLE CLARA VISTA THOUSAND OAKS CA 91320 $184,223.46
600062471 HARDING 7454 HILLSIDE AVENUE LOS ANGELES CA 90046 $210,528.32
600062472 GRAHAM 9132 WHEATLAND AVENUE LOS ANGELES CA 91352 $116,889.66
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500064572 GUNALP,ASIM M & SALLY M 8.125 .250 7.875 .0500 7.825 04/01/2027
500064573 BARDY,ELIZABETH M 7.875 .250 7.625 .0500 7.575 04/01/2027
500064574 MOREH,JAVID & ELEANOR 7.875 .250 7.625 .0500 7.575 04/01/2027
500064576 CHO,PETER YS & CONNIE CW 7.750 .250 7.500 .0500 7.450 04/01/2027
600062459 YADIDI 8.750 .250 8.500 .0500 8.450 10/01/2026
600062461 QUARRE 8.500 .250 8.250 .0500 8.200 11/01/2026
600062462 CABE 8.250 .250 8.000 .0500 7.950 11/01/2016
600062463 TEHRANI 8.500 .250 8.250 .0500 8.200 11/01/2026
600062465 KRON 8.250 .250 8.000 .0500 7.950 11/01/2026
600062468 BARBELLO 7.875 .250 7.625 .0500 7.575 12/01/2026
600062469 WALTNER 8.375 .250 8.125 .0500 8.075 12/01/2026
600062470 PURVIS 7.875 .250 7.625 .0500 7.575 12/01/2026
600062471 HARDING 7.750 .250 7.500 .0500 7.450 12/01/2026
600062472 GRAHAM 7.875 .250 7.625 .0500 7.575 01/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500064572 GUNALP,ASIM M & SALLY M 4161881 $1,949.06 06/01/1997 360
500064573 BARDY,ELIZABETH M 4165460 $2,500.77 06/01/1997 360
500064574 MOREH,JAVID & ELEANOR 4139333 $4,350.42 06/01/1997 360
500064576 CHO,PETER YS & CONNIE CW 4142790 $1,845.48 06/01/1997 360
600062459 YADIDI 3983970 $1,416.07 06/01/1997 360
600062461 QUARRE 4010708 $3,390.91 06/01/1997 360
600062462 CABE 4018511 $1,559.29 06/01/1997 240
600062463 TEHRANI 4020616 $4,997.94 06/01/1997 360
600062465 KRON 4029146 $1,605.84 06/01/1997 360
600062468 BARBELLO 4062022 $3,415.08 06/01/1997 360
600062469 WALTNER 4063335 $1,086.91 06/01/1997 360
600062470 PURVIS 4079521 $1,341.38 06/01/1997 360
600062471 HARDING 4082673 $1,525.96 06/01/1997 360
600062472 GRAHAM 4090411 $851.96 06/01/1997 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>
500064572 GUNALP,ASIM M & SALLY M .00 .00 .00 .000 .250 .300 $358,000.00 N
500064573 BARDY,ELIZABETH M .00 .00 .00 .000 .250 .300 $670,000.00 N
500064574 MOREH,JAVID & ELEANOR .00 .00 .00 .000 .250 .300 $940,000.00 N
500064576 CHO,PETER YS & CONNIE CW .00 .00 .00 .000 .250 .300 $385,000.00 N
600062459 YADIDI .00 .00 .00 .000 .250 .300 $260,000.00 N
600062461 QUARRE .00 .00 .00 .000 .250 .300 $630,000.00 N
600062462 CABE .00 .00 .00 .000 .250 .300 $328,000.00 N
600062463 TEHRANI .00 .00 .00 .000 .250 .300 $955,000.00 N
600062465 KRON .00 .00 .00 .000 .250 .300 $285,000.00 N
600062468 BARBELLO .00 .00 .00 .000 .250 .300 $950,000.00 N
600062469 WALTNER .00 .00 .00 .000 .250 .300 $212,000.00 N
600062470 PURVIS .00 .00 .00 .000 .250 .300 $275,000.00 N
600062471 HARDING .00 .00 .00 .000 .250 .300 $800,000.00 N
600062472 GRAHAM .00 .00 .00 .000 .250 .300 $235,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 2
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600062474 MARKS 10481 WYTON DRIVE LOS ANGELES CA 90024 $591,351.43
600062475 SOLEYMANI 10433 WILSHIRE BOULEVARD, LOS ANGELES CA 90024 $79,804.04
600062477 LEE 8425 PALAIS RD STANTON CA 90680 $97,022.64
600062478 SILVERMAN 1935 COLDWATER CANYON DRI LOS ANGELES CA 90210 $306,844.70
600062480 SHADI 16179 ROYAL OAK ROAD LOS ANGELES CA 91436 $399,447.63
600062481 COLB 5303 HARTER LANE LA CANADA-FLINT CA 91011 $432,302.20
600062482 STEINBERG 4039 NOGALES DRIVE LOS ANGELES CA 91356 $419,374.63
600062484 PRATT 1464 PASEO VICTORIA SAN DIMAS CA 91773 $221,172.05
600063599 CHAN 626 TURQUOISE DRIVE HERCULES CA 94547 $234,140.88
600063600 SILVERBERG 4214 KLUMP AVENUE LOS ANGELES CA 91602 $263,465.03
600063601 ALLEN 9790 MARKY WAY LA MESA CA 91941 $284,960.14
600063602 METSCH 12352 RANCHWOOD ROAD SANTA ANA CA 92705 $254,442.77
600063603 MINUS 82 ALDER AVENUE SAN ANSELMO CA 94960 $299,360.67
600063604 MOSBAUGH 10511 LAURISTON AVENUE LOS ANGELES CA 90064 $389,229.46
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600062474 MARKS 7.875 .250 7.625 .0500 7.575 02/01/2027
600062475 SOLEYMANI 8.500 .250 8.250 .0500 8.200 02/01/2027
600062477 LEE 7.750 .250 7.500 .0500 7.450 02/01/2027
600062478 SILVERMAN 7.750 .250 7.500 .0500 7.450 03/01/2027
600062480 SHADI 7.875 .250 7.625 .0500 7.575 04/01/2027
600062481 COLB 7.875 .250 7.625 .0500 7.575 04/01/2027
600062482 STEINBERG 7.500 .250 7.250 .0500 7.200 04/01/2027
600062484 PRATT 8.250 .250 8.000 .0500 7.950 04/01/2027
600063599 CHAN 7.625 .250 7.375 .0500 7.325 03/01/2027
600063600 SILVERBERG 8.000 .250 7.750 .0500 7.700 03/01/2027
600063601 ALLEN 7.500 .250 7.250 .0500 7.200 03/01/2027
600063602 METSCH 7.625 .250 7.375 .0500 7.325 03/01/2027
600063603 MINUS 7.750 .250 7.500 .0500 7.450 03/01/2027
600063604 MOSBAUGH 8.125 .250 7.875 .0500 7.825 03/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600062474 MARKS 4103040 $4,299.67 06/01/1997 360
600062475 SOLEYMANI 4107561 $615.14 06/01/1997 360
600062477 LEE 4109336 $697.07 06/01/1997 360
600062478 SILVERMAN 4110011 $2,202.97 06/01/1997 360
600062480 SHADI 4134938 $2,900.28 06/01/1997 360
600062481 COLB 4138780 $3,138.83 06/01/1997 360
600062482 STEINBERG 4139408 $2,936.71 06/01/1997 360
600062484 PRATT 4148110 $1,679.09 06/01/1997 360
600063599 CHAN 4099602 $1,663.32 06/01/1997 360
600063600 SILVERBERG 4104006 $1,937.14 06/01/1997 360
600063601 ALLEN 4110631 $1,996.96 06/01/1997 360
600063602 METSCH 4112355 $1,804.88 06/01/1997 360
600063603 MINUS 4118733 $2,149.24 06/01/1997 360
600063604 MOSBAUGH 4119053 $2,895.74 06/01/1997 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>
600062474 MARKS .00 .00 .00 .000 .250 .300 $875,000.00 N
600062475 SOLEYMANI .00 .00 .00 .000 .250 .300 $160,000.00 N
600062477 LEE .00 .00 .00 .000 .250 .300 $139,000.00 N
600062478 SILVERMAN .00 .00 .00 .000 .250 .300 $615,000.00 N
600062480 SHADI .00 .00 .00 .000 .250 .300 $827,000.00 N
600062481 COLB .00 .00 .00 .000 .250 .300 $630,000.00 N
600062482 STEINBERG .00 .00 .00 .000 .250 .300 $835,000.00 N
600062484 PRATT .00 .00 .00 .000 .250 .300 $400,000.00 N
600063599 CHAN .00 .00 .00 .000 .250 .300 $295,000.00 N
600063600 SILVERBERG .00 .00 .00 .000 .250 .300 $330,000.00 N
600063601 ALLEN .00 .00 .00 .000 .250 .300 $357,000.00 N
600063602 METSCH .00 .00 .00 .000 .250 .300 $370,000.00 N
600063603 MINUS .00 .00 .00 .000 .250 .300 $431,000.00 N
600063604 MOSBAUGH .00 .00 .00 .000 .250 .300 $555,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 3
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063605 BURNS 96 MAKENA ALANUI ROAD G- KIHEI HI 96753 $447,092.17
600063606 GARAMI 5826 RANCH VIEW ROAD OCEANSIDE CA 92057 $235,424.71
600063607 BYKO 1696 HOMESTEAD AVENUE ATLANTA GA 30306 $357,717.70
600063608 EKSTEIN 13450 BAYLISS ROAD LOS ANGELES CA 90049 $459,019.70
600063609 MC ERLAIN 18353 CLEMSON AVENUE SARATOGA CA 95070 $280,416.02
600063610 HUNT 1505 RAYMOND AVENUE GLENDALE CA 91201 $220,352.55
600063611 GUIDOTTI 6125 EAGLECREST DRIVE HUNTINGTON BEAC CA 92648 $345,243.93
600063612 CASANOVA 521 OLMSTED DRIVE GLENDALE CA 91202 $219,100.43
600063613 WICKSTROM 12515 177TH AVENUE NORTHE REDMOND WA 98052 $299,323.94
600063614 BELCHER 3634 SEVENTH AVENUE 15G SAN DIEGO CA 92103 $275,468.36
600063615 KEARLEY 108 DOVE MOUNTAIN DRIVE BOERNE TX 78006 $366,143.36
600063616 SEARLE 6125 132ND AVENUE NORTHEA KIRKLAND WA 98033 $249,388.93
600063617 CELENZA 1624 MEADOWGLEN COURT THOUSAND OAKS CA 91320 $260,407.70
600063619 BREIDENTHAL 15819 IZORAH WAY LOS GATOS CA 95032 $279,583.08
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063605 BURNS 8.000 .250 7.750 .0500 7.700 03/01/2027
600063606 GARAMI 7.625 .250 7.375 .0500 7.325 03/01/2027
600063607 BYKO 8.000 .250 7.750 .0500 7.700 04/01/2027
600063608 EKSTEIN 7.750 .250 7.500 .0500 7.450 03/01/2027
600063609 MC ERLAIN 7.875 .250 7.625 .0500 7.575 03/01/2027
600063610 HUNT 8.000 .250 7.750 .0500 7.700 03/01/2027
600063611 GUIDOTTI 7.625 .250 7.375 .0500 7.325 03/01/2027
600063612 CASANOVA 7.875 .250 7.625 .0500 7.575 03/01/2027
600063613 WICKSTROM 7.750 .250 7.500 .0500 7.450 04/01/2027
600063614 BELCHER 8.250 .250 8.000 .0500 7.950 03/01/2027
600063615 KEARLEY 8.250 .250 8.000 .0500 7.950 03/01/2027
600063616 SEARLE 7.625 .250 7.375 .0500 7.325 03/01/2027
600063617 CELENZA 7.875 .250 7.625 .0500 7.575 03/01/2027
600063619 BREIDENTHAL 7.500 .250 7.250 .0500 7.200 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063605 BURNS 4120937 $3,287.27 06/01/1997 360
600063606 GARAMI 4121398 $1,670.40 06/01/1997 360
600063607 BYKO 4121505 $2,628.35 2 06/01/1997 360
600063608 EKSTEIN 4122271 $3,295.50 06/01/1997 360
600063609 MC ERLAIN 4123709 $2,037.45 06/01/1997 360
600063610 HUNT 4126413 $1,620.16 06/01/1997 360
600063611 GUIDOTTI 4128716 $2,448.97 06/01/1997 360
600063612 CASANOVA 4129243 $1,606.76 06/01/1997 360
600063613 WICKSTROM 4129631 $2,148.88 06/01/1997 360
600063614 BELCHER 4130274 $2,073.50 06/01/1997 360
600063615 KEARLEY 4131793 $2,756.03 06/01/1997 360
600063616 SEARLE 4132411 $1,769.49 06/01/1997 360
600063617 CELENZA 4132882 $1,892.07 3 06/01/1997 360
600063619 BREIDENTHAL 4133070 $1,957.81 06/01/1997 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>
600063605 BURNS .00 .00 .00 .000 .250 .300 $560,000.00 N
600063606 GARAMI .00 .00 .00 .000 .250 .300 $325,000.00 N
600063607 BYKO .00 .00 .00 .000 .250 .300 $398,000.00 N
600063608 EKSTEIN .00 .00 .00 .000 .250 .300 $810,000.00 N
600063609 MC ERLAIN .00 .00 .00 .000 .250 .300 $375,000.00 N
600063610 HUNT .00 .00 .00 .000 .250 .300 $276,000.00 N
600063611 GUIDOTTI .00 .00 .00 .000 .250 .300 $445,000.00 N
600063612 CASANOVA .00 .00 .00 .000 .250 .300 $277,000.00 N
600063613 WICKSTROM .00 .00 .00 .000 .250 .300 $374,950.00 N
600063614 BELCHER .00 .00 .00 .000 .250 .300 $345,000.00 N
600063615 KEARLEY .00 .00 .00 .000 .250 .300 $482,000.00 N
600063616 SEARLE .00 .00 .00 .000 .250 .300 $400,000.00 N
600063617 CELENZA .00 .00 .00 .000 .250 .300 $289,990.00 N
600063619 BREIDENTHAL .00 .00 .00 .000 .250 .300 $420,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 4
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063620 SLOWIK 30005 DISNEY LANE VISTA CA 92084 $323,748.25
600063621 HIRAIDE 301 DIAMOND STREET NO. A REDONDO BEACH CA 90277 $253,857.83
600063622 MOYA 2320 VISTA RODEO DRIVE EL CAJON CA 92019 $317,349.95
600063623 BOGAKOS 22000 SADDLE PEAK ROAD TOPANGA CA 90290 $356,647.71
600063624 BAYLE 27 OAK TREE LANE FAIRFAX CA 94930 $271,614.80
600063625 SARRINGHAUS 1476 CAMINO ROBLES COURT SAN JOSE CA 95120 $322,493.76
600063627 DINOVITZ 815 EAST LA LOMA AVENUE SOMIS CA 93066 $233,668.61
600063628 ROCKMAKER 19446 WOODLANDS DRIVE HUTINGTON BEACH CA 92648 $606,118.55
600063629 WELCH 2754 AUTUMN RIDGE DRIVE THOUSAND OAKS CA 91362 $332,042.67
600063631 LAM 1933 RIVERA STREET SAN FRANCISCO CA 94116 $269,250.28
600063633 DEVEREAUX 16746 EDGAR STREET LOS ANGELES CA 90272 $475,308.77
600063634 JAMESON 2380 MELVILLE DRIVE SAN MARINO CA 91108 $587,495.32
600063635 BARTER 18971 FERNBROOK COURT SARATOGA CA 95070 $330,276.71
600063636 BRELAND 744 NORTH CITADEL DRIVE WALNUT CA 91788 $237,965.67
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063620 SLOWIK 7.875 .250 7.625 .0500 7.575 04/01/2027
600063621 HIRAIDE 7.750 .250 7.500 .0500 7.450 03/01/2027
600063622 MOYA 7.750 .250 7.500 .0500 7.450 04/01/2027
600063623 BOGAKOS 7.375 .250 7.125 .0500 7.075 03/01/2027
600063624 BAYLE 7.750 .250 7.500 .0500 7.450 04/01/2027
600063625 SARRINGHAUS 7.625 .250 7.375 .0500 7.325 03/01/2027
600063627 DINOVITZ 7.750 .250 7.500 .0500 7.450 04/01/2027
600063628 ROCKMAKER 7.625 .250 7.375 .0500 7.325 04/01/2027
600063629 WELCH 8.125 .250 7.875 .0500 7.825 03/01/2027
600063631 LAM 8.250 .250 8.000 .0500 7.950 04/01/2027
600063633 DEVEREAUX 7.625 .250 7.375 .0500 7.325 04/01/2027
600063634 JAMESON 7.750 .250 7.500 .0500 7.450 03/01/2027
600063635 BARTER 7.625 .250 7.375 .0500 7.325 03/01/2027
600063636 BRELAND 7.500 .250 7.250 .0500 7.200 03/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063620 SLOWIK 4133104 $2,353.58 06/01/1997 360
600063621 HIRAIDE 4133245 $1,822.56 06/01/1997 360
600063622 MOYA 4133914 $2,276.76 06/01/1997 360
600063623 BOGAKOS 4133922 $2,469.86 06/01/1997 360
600063624 BAYLE 4134060 $1,948.65 06/01/1997 360
600063625 SARRINGHAUS 4134094 $2,287.59 06/01/1997 360
600063627 DINOVITZ 4134391 $1,676.41 06/01/1997 360
600063628 ROCKMAKER 4134763 $4,296.31 06/01/1997 360
600063629 WELCH 4135042 $2,470.29 06/01/1997 360
600063631 LAM 4135299 $2,026.17 12 06/01/1997 360
600063633 DEVEREAUX 4135711 $3,369.10 06/01/1997 360
600063634 JAMESON 4135935 $4,217.88 06/01/1997 360
600063635 BARTER 4135943 $2,342.80 06/01/1997 360
600063636 BRELAND 4136099 $1,667.63 3 06/01/1997 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>
600063620 SLOWIK .00 .00 .00 .000 .250 .300 $430,000.00 N
600063621 HIRAIDE .00 .00 .00 .000 .250 .300 $318,000.00 N
600063622 MOYA .00 .00 .00 .000 .250 .300 $425,000.00 N
600063623 BOGAKOS .00 .00 .00 .000 .250 .300 $447,000.00 N
600063624 BAYLE .00 .00 .00 .000 .250 .300 $340,000.00 N
600063625 SARRINGHAUS .00 .00 .00 .000 .250 .300 $404,000.00 N
600063627 DINOVITZ .00 .00 .00 .000 .250 .300 $335,000.00 N
600063628 ROCKMAKER .00 .00 .00 .000 .250 .300 $880,000.00 N
600063629 WELCH .00 .00 .00 .000 .250 .300 $416,000.00 N
600063631 LAM .00 .00 .00 .000 .250 .300 $300,000.00 N
600063633 DEVEREAUX .00 .00 .00 .000 .250 .300 $700,000.00 N
600063634 JAMESON .00 .00 .00 .000 .250 .300 $785,000.00 N
600063635 BARTER .00 .00 .00 .000 .250 .300 $485,000.00 N
600063636 BRELAND .00 .00 .00 .000 .250 .300 $265,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 5
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063637 PELENGHIAN 1791 CIELITO DRIVE GLENDALE CA 91207 $349,235.20
600063638 NIEMANN 16010 ROBINWOOD LANE LOS GATOS CA 95030 $367,488.67
600063639 BUCKLIN 8210 WALNUT ROAD NORTHEAS OLYMPIA WA 98516 $256,849.22
600063640 BANKSON 1257 LAUREL HILL DRIVE SAN MATEO CA 94402 $335,499.70
600063641 RATHBONE 2533 DE KOVEN AVENUE BELMONT CA 94002 $369,449.08
600063642 BOST 7 FOREST RISE PLACE MONTEREY CA 93940 $275,508.50
600063643 HAUSER 15 SOLAR COURT SAN RAFAEL CA 94901 $295,320.14
600063644 GOULDSBERRY 100 TAHAMA COURT LOS GATOS CA 95030 $349,465.70
600063645 WONG 5195 APENNINES CIRCLE SAN JOSE CA 95138 $439,392.39
600063646 JACKSON 5417 CANDLELIGHT DRIVE SAN DIEGO CA 92037 $308,117.07
600063647 LAZZARO 1245 PRESTON WAY LOS ANGELES CA 90291 $232,245.64
600063648 KLASS 5494 AMBER CIRCLE CALABASAS CA 91302 $640,540.98
600063649 LEE 113 RODEO COURT LAFAYETTE CA 94549 $401,999.69
600063651 MICHAEL 1 RIVER OAKS COURT SAN RAFAEL CA 94901 $374,468.95
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063637 PELENGHIAN 7.625 .250 7.375 .0500 7.325 03/01/2027
600063638 NIEMANN 7.875 .250 7.625 .0500 7.575 04/01/2027
600063639 BUCKLIN 7.125 .250 6.875 .0500 6.825 03/01/2027
600063640 BANKSON 7.500 .250 7.250 .0500 7.200 04/01/2027
600063641 RATHBONE 7.500 .250 7.250 .0500 7.200 04/01/2027
600063642 BOST 7.750 .250 7.500 .0500 7.450 04/01/2027
600063643 HAUSER 7.375 .250 7.125 .0500 7.075 03/01/2027
600063644 GOULDSBERRY 7.375 .250 7.125 .0500 7.075 04/01/2027
600063645 WONG 7.875 .250 7.625 .0500 7.575 04/01/2027
600063646 JACKSON 8.000 .250 7.750 .0500 7.700 04/01/2027
600063647 LAZZARO 7.750 .250 7.500 .0500 7.450 04/01/2027
600063648 KLASS 7.500 .250 7.250 .0500 7.200 04/01/2027
600063649 LEE 7.250 .250 7.000 .0500 6.950 03/01/2027
600063651 MICHAEL 7.750 .250 7.500 .0500 7.450 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063637 PELENGHIAN 4136107 $2,477.28 3 06/01/1997 360
600063638 NIEMANN 4136313 $2,668.26 06/01/1997 360
600063639 BUCKLIN 4136362 $1,738.20 06/01/1997 360
600063640 BANKSON 4136453 $2,349.37 06/01/1997 360
600063641 RATHBONE 4136479 $2,587.10 06/01/1997 360
600063642 BOST 4136495 $1,977.30 06/01/1997 360
600063643 HAUSER 4136529 $2,044.40 06/01/1997 360
600063644 GOULDSBERRY 4136537 $2,417.37 06/01/1997 360
600063645 WONG 4136578 $3,190.31 06/01/1997 360
600063646 JACKSON 4136693 $2,267.34 06/01/1997 360
600063647 LAZZARO 4136750 $1,666.20 06/01/1997 360
600063648 KLASS 4136784 $4,488.96 06/01/1997 360
600063649 LEE 4136867 $2,749.18 06/01/1997 360
600063651 MICHAEL 4138004 $2,686.55 06/01/1997 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>
600063637 PELENGHIAN .00 .00 .00 .000 .250 .300 $400,000.00 N
600063638 NIEMANN .00 .00 .00 .000 .250 .300 $460,000.00 N
600063639 BUCKLIN .00 .00 .00 .000 .250 .300 $530,000.00 N
600063640 BANKSON .00 .00 .00 .000 .250 .300 $425,000.00 N
600063641 RATHBONE .00 .00 .00 .000 .250 .300 $505,000.00 N
600063642 BOST .00 .00 .00 .000 .250 .300 $345,000.00 N
600063643 HAUSER .00 .00 .00 .000 .250 .300 $370,000.00 N
600063644 GOULDSBERRY .00 .00 .00 .000 .250 .300 $510,000.00 N
600063645 WONG .00 .00 .00 .000 .250 .300 $554,000.00 N
600063646 JACKSON .00 .00 .00 .000 .250 .300 $402,000.00 N
600063647 LAZZARO .00 .00 .00 .000 .250 .300 $310,100.00 N
600063648 KLASS .00 .00 .00 .000 .250 .300 $825,000.00 N
600063649 LEE .00 .00 .00 .000 .250 .300 $720,000.00 N
600063651 MICHAEL .00 .00 .00 .000 .250 .300 $525,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 6
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063652 CURRY 181 SYCAMORE AVENUE SAN MATEO CA 94402 $598,718.92
600063653 BERTHELSEN 30 DE SABLA ROAD SAN MATEO CA 94402 $549,240.49
600063654 QUANT 2309 OLD POST WAY SAN JOSE CA 95132 $261,987.72
600063655 FOX 613 DUNHILL DRIVE DANVILLE CA 94506 $383,442.37
600063656 HEKLER 43 VALMONTE PLAZA PALOS VERDES ES CA 90274 $422,298.13
600063657 FISHER 760 RUTHERFORD CIRCLE BRENTWOOD CA 94513 $259,572.51
600063658 ROSSI 637 BAY VIEW DRIVE APTOS CA 95003 $335,283.95
600063659 KENNEDY 628 OAKSHIRE PLACE ALAMO CA 94507 $613,114.17
600063660 GOSALVEZ 3066 ALEXANDER AVENUE SANTA CLARA CA 95051 $273,182.34
600063661 ULRICH 1067 BROOKVIEW AVENUE THOUSAND OAKS CA 91361 $325,949.27
600063662 WATSON 1353 CAMEO DRIVE CAMPBELL CA 95008 $315,225.91
600063663 ARTINGER 9 CINDY AVENUE THOUSAND OAKS CA 91320 $339,530.48
600063664 GALINATO 2247 GREEN OAK COURT THOUSAND OAKS CA 91362 $238,669.96
600063665 RAVICHANDRAN 20323 GLEN BRAE DRIVE SARATOGA CA 95070 $614,037.58
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063652 CURRY 7.875 .250 7.625 .0500 7.575 04/01/2027
600063653 BERTHELSEN 7.875 .250 7.625 .0500 7.575 04/01/2027
600063654 QUANT 7.875 .250 7.625 .0500 7.575 04/01/2027
600063655 FOX 7.625 .250 7.375 .0500 7.325 04/01/2027
600063656 HEKLER 7.750 .250 7.500 .0500 7.450 03/01/2027
600063657 FISHER 7.000 .250 6.750 .0500 6.700 04/01/2027
600063658 ROSSI 7.750 .250 7.500 .0500 7.450 03/01/2027
600063659 KENNEDY 7.500 .250 7.250 .0500 7.200 03/01/2027
600063660 GOSALVEZ 7.375 .250 7.125 .0500 7.075 04/01/2027
600063661 ULRICH 7.875 .250 7.625 .0500 7.575 04/01/2027
600063662 WATSON 7.750 .250 7.500 .0500 7.450 03/01/2027
600063663 ARTINGER 7.875 .250 7.625 .0500 7.575 04/01/2027
600063664 GALINATO 7.875 .250 7.625 .0500 7.575 04/01/2027
600063665 RAVICHANDRAN 7.250 .250 7.000 .0500 6.950 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063652 CURRY 4138012 $4,350.42 06/01/1997 360
600063653 BERTHELSEN 4138046 $3,987.89 06/01/1997 360
600063654 QUANT 4138079 $1,902.22 06/01/1997 360
600063655 FOX 4138129 $2,717.93 06/01/1997 360
600063656 HEKLER 4138269 $3,031.86 06/01/1997 360
600063657 FISHER 4138525 $1,729.79 06/01/1997 360
600063658 ROSSI 4138616 $2,407.15 06/01/1997 360
600063659 KENNEDY 4138848 $4,307.17 06/01/1997 360
600063660 GOSALVEZ 4138897 $1,889.69 06/01/1997 360
600063661 ULRICH 4138905 $2,366.63 06/01/1997 360
600063662 WATSON 4138913 $2,263.87 06/01/1997 360
600063663 ARTINGER 4138921 $2,465.24 06/01/1997 360
600063664 GALINATO 4138947 $1,732.92 06/01/1997 360
600063665 RAVICHANDRAN 4139002 $4,195.39 06/01/1997 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>
600063652 CURRY .00 .00 .00 .000 .250 .300 $765,000.00 N
600063653 BERTHELSEN .00 .00 .00 .000 .250 .300 $735,000.00 N
600063654 QUANT .00 .00 .00 .000 .250 .300 $330,426.00 N
600063655 FOX .00 .00 .00 .000 .250 .300 $480,000.00 N
600063656 HEKLER .00 .00 .00 .000 .250 .300 $529,000.00 N
600063657 FISHER .00 .00 .00 .000 .250 .300 $325,000.00 N
600063658 ROSSI .00 .00 .00 .000 .250 .300 $420,000.00 N
600063659 KENNEDY .00 .00 .00 .000 .250 .300 $770,000.00 N
600063660 GOSALVEZ .00 .00 .00 .000 .250 .300 $342,000.00 N
600063661 ULRICH .00 .00 .00 .000 .250 .300 $408,000.00 N
600063662 WATSON .00 .00 .00 .000 .250 .300 $395,000.00 N
600063663 ARTINGER .00 .00 .00 .000 .250 .300 $427,500.00 N
600063664 GALINATO .00 .00 .00 .000 .250 .300 $306,000.00 N
600063665 RAVICHANDRAN .00 .00 .00 .000 .250 .300 $869,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 7
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063667 MORLEY 540 LOST OAK LANE ESCONDIDO CA 92025 $499,255.52
600063668 WHEATLEY 416 OAK HAVEN COURT AGOURA CA 91301 $235,648.61
600063669 SEVIGNY 2525 OCEAN BLVD #D-5 NEWPORT BEACH CA 92625 $243,545.04
600063670 GRASSKA, II 3639 OCEANHILL WAY MALIBU (AREA) CA 90265 $488,066.66
600063671 FONAROW 2130 LINDA FLORA DRIVE LOS ANGELES CA 90077 $595,112.60
600063672 WONG 27925 ELK MOUNTAIN DRIVE YORBA LINDA CA 92887 $295,636.16
600063673 VALESTRINO 2438 PARK AVENUE HERMOSA BEACH CA 90254 $271,624.39
600063674 HAGEMEISTER 44100 LAKESIDE DRIVE INDIAN WELLS CA 92210 $295,580.81
600063675 MERRITT 215 PINECONE COURT SIMI VALLEY CA 93065 $303,468.81
600063676 SNYDER 612 25TH STREET HERMOSA BEACH CA 90254 $299,190.96
600063677 SWERDLOFF 1466 23RD STREET MANHATTAN BEACH CA 90266 $564,158.74
600063678 ENGEL 7353 WEST 85TH STREET LOS ANGELES CA 90045 $339,305.64
600063679 BERTON 11832 BARRANCA ROAD CAMARILLO CA 93012 $559,206.96
600063680 MITCHELL 1124 ELDER CIRCLE AUSTIN TX 78733 $238,826.90
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063667 MORLEY 7.500 .250 7.250 .0500 7.200 04/01/2027
600063668 WHEATLEY 7.500 .250 7.250 .0500 7.200 04/01/2027
600063669 SEVIGNY 7.625 .250 7.375 .0500 7.325 04/01/2027
600063670 GRASSKA, II 7.500 .250 7.250 .0500 7.200 04/01/2027
600063671 FONAROW 7.500 .250 7.250 .0500 7.200 04/01/2027
600063672 WONG 7.500 .250 7.250 .0500 7.200 03/01/2027
600063673 VALESTRINO 7.875 .250 7.625 .0500 7.575 04/01/2027
600063674 HAGEMEISTER 7.750 .250 7.500 .0500 7.450 04/01/2027
600063675 MERRITT 7.750 .250 7.500 .0500 7.450 04/01/2027
600063676 SNYDER 7.375 .250 7.125 .0500 7.075 04/01/2027
600063677 SWERDLOFF 7.500 .250 7.250 .0500 7.200 04/01/2027
600063678 ENGEL 7.625 .250 7.375 .0500 7.325 04/01/2027
600063679 BERTON 7.750 .250 7.500 .0500 7.450 04/01/2027
600063680 MITCHELL 7.375 .250 7.125 .0500 7.075 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063667 MORLEY 4139028 $3,496.08 06/01/1997 360
600063668 WHEATLEY 4139036 $1,650.15 06/01/1997 360
600063669 SEVIGNY 4139077 $1,727.02 06/01/1997 360
600063670 GRASSKA, II 4139184 $3,426.16 06/01/1997 360
600063671 FONAROW 4139242 $4,167.32 06/01/1997 360
600063672 WONG 4139291 $2,071.78 06/01/1997 360
600063673 VALESTRINO 4139325 $1,972.19 06/01/1997 360
600063674 HAGEMEISTER 4139366 $2,120.59 06/01/1997 360
600063675 MERRITT 4139374 $2,177.18 06/01/1997 360
600063676 SNYDER 4139465 $2,072.03 06/01/1997 360
600063677 SWERDLOFF 4139473 $3,950.57 06/01/1997 360
600063678 ENGEL 4139481 $2,406.50 06/01/1997 360
600063679 BERTON 4139499 $4,011.91 06/01/1997 360
600063680 MITCHELL 4139648 $1,652.10 06/01/1997 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>
600063667 MORLEY .00 .00 .00 .000 .250 .300 $629,000.00 N
600063668 WHEATLEY .00 .00 .00 .000 .250 .300 $295,000.00 N
600063669 SEVIGNY .00 .00 .00 .000 .250 .300 $420,000.00 N
600063670 GRASSKA, II .00 .00 .00 .000 .250 .300 $675,000.00 N
600063671 FONAROW .00 .00 .00 .000 .250 .300 $745,000.00 N
600063672 WONG .00 .00 .00 .000 .250 .300 $371,000.00 N
600063673 VALESTRINO .00 .00 .00 .000 .250 .300 $340,000.00 N
600063674 HAGEMEISTER .00 .00 .00 .000 .250 .300 $450,000.00 N
600063675 MERRITT .00 .00 .00 .000 .250 .300 $379,900.00 N
600063676 SNYDER .00 .00 .00 .000 .250 .300 $375,000.00 N
600063677 SWERDLOFF .00 .00 .00 .000 .250 .300 $752,500.00 N
600063678 ENGEL .00 .00 .00 .000 .250 .300 $450,000.00 N
600063679 BERTON .00 .00 .00 .000 .250 .300 $700,000.00 N
600063680 MITCHELL .00 .00 .00 .000 .250 .300 $299,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 8
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063681 SERA 1676 12TH AVENUE SAN FRANCISCO CA 94122 $267,600.96
600063682 CAMPBELL 1461 YUKON DRIVE SUNNYVALE CA 94087 $364,401.96
600063683 BENNETT 12701 COBBLESTONE PARKWAY OKLAHOMA CITY OK 73142 $277,604.75
600063685 DIGIOVANNI 5952 SITTING BULL PLACE SIMI VALLEY CA 93063 $245,668.76
600063686 BRUNO 1469 PADRE LANE PEBBLE BEACH CA 93953 $719,843.41
600063687 PADULA 2311 MICHELTORENA STREET LOS ANGELES CA 90039 $232,761.50
600063689 COOGAN 1942 WESTHOLME AVENUE LOS ANGELES CA 90025 $319,569.13
600063690 SEGAL 4613 BRYSON TERRACE SAN DIEGO CA 92130 $252,441.98
600063691 FENTON 1410 6TH AVENUE NORTH SEATTLE WA 98109 $260,491.71
600063692 JAECH 1685 LITTLETON PLACE CAMPBELL CA 95008 $299,530.53
600063693 SNYDER 321 15TH STREET HUNTINGTON BEAC CA 92648 $274,819.96
600063694 CAROFANELLO, JR. 16584 MEADOW OAKS DRIVE SONOMA CA 95476 $224,904.36
600063695 TAYLOR 9843 ANDORA AVENUE LOS ANGELES CA 91311 $336,657.48
600063696 ANDERSON 2801 CORTE ESMERALDA SAN CLEMENTE CA 92673 $316,378.21
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063681 SERA 7.500 .250 7.250 .0500 7.200 04/01/2027
600063682 CAMPBELL 7.625 .250 7.375 .0500 7.325 03/01/2027
600063683 BENNETT 7.750 .250 7.500 .0500 7.450 03/01/2027
600063685 DIGIOVANNI 8.000 .250 7.750 .0500 7.700 04/01/2027
600063686 BRUNO 7.125 .250 6.875 .0500 6.825 04/01/2027
600063687 PADULA 7.625 .250 7.375 .0500 7.325 04/01/2027
600063689 COOGAN 8.000 .250 7.750 .0500 7.700 04/01/2027
600063690 SEGAL 7.750 .250 7.500 .0500 7.450 04/01/2027
600063691 FENTON 7.250 .250 7.000 .0500 6.950 04/01/2027
600063692 JAECH 7.250 .250 7.000 .0500 6.950 04/01/2027
600063693 SNYDER 7.875 .250 7.625 .0500 7.575 04/01/2027
600063694 CAROFANELLO, JR. 8.125 .250 7.875 .0500 7.825 04/01/2027
600063695 TAYLOR 8.125 .250 7.875 .0500 7.825 04/01/2027
600063696 ANDERSON 7.500 .250 7.250 .0500 7.200 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063681 SERA 4140083 $1,873.90 06/01/1997 360
600063682 CAMPBELL 4140216 $2,584.87 06/01/1997 360
600063683 BENNETT 4140273 $1,994.50 06/01/1997 360
600063685 DIGIOVANNI 4140497 $1,805.07 06/01/1997 360
600063686 BRUNO 4140901 $4,857.52 06/01/1997 360
600063687 PADULA 4141016 $1,649.87 3 06/01/1997 360
600063689 COOGAN 4141164 $2,348.05 06/01/1997 360
600063690 SEGAL 4141313 $1,811.10 06/01/1997 360
600063691 FENTON 4142899 $1,779.80 06/01/1997 360
600063692 JAECH 4142972 $2,046.53 06/01/1997 360
600063693 SNYDER 4143012 $1,995.40 06/01/1997 360
600063694 CAROFANELLO, JR. 4143020 $1,672.11 06/01/1997 360
600063695 TAYLOR 4143152 $2,502.96 3 06/01/1997 360
600063696 ANDERSON 4143335 $2,215.47 06/01/1997 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>
600063681 SERA .00 .00 .00 .000 .250 .300 $335,000.00 N
600063682 CAMPBELL .00 .00 .00 .000 .250 .300 $475,000.00 N
600063683 BENNETT .00 .00 .00 .000 .250 .300 $348,000.00 N
600063685 DIGIOVANNI .00 .00 .00 .000 .250 .300 $307,500.00 N
600063686 BRUNO .00 .00 .00 .000 .250 .300 $1,450,000.00 N
600063687 PADULA .00 .00 .00 .000 .250 .300 $259,000.00 N
600063689 COOGAN .00 .00 .00 .000 .250 .300 $400,000.00 N
600063690 SEGAL .00 .00 .00 .000 .250 .300 $316,000.00 N
600063691 FENTON .00 .00 .00 .000 .250 .300 $342,900.00 N
600063692 JAECH .00 .00 .00 .000 .250 .300 $585,000.00 N
600063693 SNYDER .00 .00 .00 .000 .250 .300 $344,000.00 N
600063694 CAROFANELLO, JR. .00 .00 .00 .000 .250 .300 $282,000.00 N
600063695 TAYLOR .00 .00 .00 .000 .250 .300 $375,000.00 N
600063696 ANDERSON .00 .00 .00 .000 .250 .300 $402,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 9
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063697 MCFARLAND 28424 MEADOWMIST DRIVE RANCHO PALOS VE CA 90275 $341,915.10
600063698 MORSE, II 276 JAXINE DRIVE ALTADENA CA 91001 $244,670.11
600063699 HENRY 26 GREEN TURTLE ROAD CORONADO CA 92118 $415,924.84
600063700 BARHAM 12417 SHROPSHIRE LANE SAN DIEGO CA 92128 $259,257.33
600063701 FLORIN 134 CUVIER STREET SAN FRANCISCO CA 94112 $249,645.94
600063702 BRAUN 466 CARL STREET SAN FRANCISCO CA 94117 $343,450.11
600063703 WEI 4113 MIDDLEFIELD ROAD PALO ALTO CA 94303 $285,125.57
600063704 DELANEY 7901 WEST 83RD STREET LOS ANGELES CA 90292 $396,937.09
600063705 SEMENCHUK 962 VIA MONTANAS CONCORD CA 94518 $228,007.01
600063706 SPANGLER 4060 WINTERWOOD COURT MOORPARK CA 93021 $314,226.33
600063707 SLAGLE 1138 DEL CAMBRE DRIVE SAN JOSE CA 95129 $355,202.41
600063708 NGUYEN 1734 JONES AVENUE SANTA CLARA CA 95051 $236,389.42
600063709 YOUNG 4166 MCCONNELL BOULEVARD CULVER CITY CA 90066 $255,173.02
600063710 JOHNSON 914 EAST PROVIDENCIA AVEN BURBANK CA 91501 $239,077.65
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063697 MCFARLAND 7.750 .250 7.500 .0500 7.450 04/01/2027
600063698 MORSE, II 8.000 .250 7.750 .0500 7.700 04/01/2027
600063699 HENRY 7.875 .250 7.625 .0500 7.575 04/01/2027
600063700 BARHAM 8.125 .250 7.875 .0500 7.825 04/01/2027
600063701 FLORIN 7.750 .250 7.500 .0500 7.450 04/01/2027
600063702 BRAUN 7.750 .250 7.500 .0500 7.450 04/01/2027
600063703 WEI 7.625 .250 7.375 .0500 7.325 03/01/2027
600063704 DELANEY 7.750 .250 7.500 .0500 7.450 04/01/2027
600063705 SEMENCHUK 8.250 .250 8.000 .0500 7.950 04/01/2027
600063706 SPANGLER 8.000 .250 7.750 .0500 7.700 04/01/2027
600063707 SLAGLE 7.500 .250 7.250 .0500 7.200 03/01/2027
600063708 NGUYEN 7.875 .250 7.625 .0500 7.575 04/01/2027
600063709 YOUNG 8.250 .250 8.000 .0500 7.950 04/01/2027
600063710 JOHNSON 8.000 .250 7.750 .0500 7.700 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063697 MCFARLAND 4145025 $2,453.00 06/01/1997 360
600063698 MORSE, II 4145058 $1,797.73 06/01/1997 360
600063699 HENRY 4145272 $3,019.92 06/01/1997 360
600063700 BARHAM 4145280 $1,930.50 06/01/1997 360
600063701 FLORIN 4145652 $1,791.04 06/01/1997 360
600063702 BRAUN 4146502 $2,475.21 06/01/1997 360
600063703 WEI 4146528 $2,022.53 06/01/1997 360
600063704 DELANEY 4147591 $2,847.74 06/01/1997 360
600063705 SEMENCHUK 4147708 $1,715.90 06/01/1997 360
600063706 SPANGLER 4147799 $2,308.80 12 06/01/1997 360
600063707 SLAGLE 4147807 $2,489.21 06/01/1997 360
600063708 NGUYEN 4147823 $1,716.97 06/01/1997 360
600063709 YOUNG 4148086 $1,919.49 12 06/01/1997 360
600063710 JOHNSON 4148128 $1,756.64 12 06/01/1997 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>
600063697 MCFARLAND .00 .00 .00 .000 .250 .300 $428,000.00 N
600063698 MORSE, II .00 .00 .00 .000 .250 .300 $380,000.00 N
600063699 HENRY .00 .00 .00 .000 .250 .300 $595,000.00 N
600063700 BARHAM .00 .00 .00 .000 .250 .300 $330,000.00 N
600063701 FLORIN .00 .00 .00 .000 .250 .300 $385,000.00 N
600063702 BRAUN .00 .00 .00 .000 .250 .300 $475,000.00 N
600063703 WEI .00 .00 .00 .000 .250 .300 $381,000.00 N
600063704 DELANEY .00 .00 .00 .000 .250 .300 $530,000.00 N
600063705 SEMENCHUK .00 .00 .00 .000 .250 .300 $285,500.00 N
600063706 SPANGLER .00 .00 .00 .000 .250 .300 $350,000.00 N
600063707 SLAGLE .00 .00 .00 .000 .250 .300 $445,000.00 N
600063708 NGUYEN .00 .00 .00 .000 .250 .300 $296,000.00 N
600063709 YOUNG .00 .00 .00 .000 .250 .300 $269,000.00 N
600063710 JOHNSON .00 .00 .00 .000 .250 .300 $252,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 10
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600063711 COOK JR 6125 ASPINWALL ROAD OAKLAND CA 94611 $291,575.97
600063712 BURKHOLDER 230 SCOTTS MILL COURT DANVILLE CA 94526 $285,574.15
600063713 WINTON 13194 SPRING LAKE DRIVE COOPER CITY FL 33330 $248,473.38
600063714 MAKI 2935 WALLINGFORD ROAD SAN MARINO CA 91108 $408,874.88
600063715 CONTRUCCI 3034 VIA MADERAS STREET ALTADENA CA 91001 $533,545.75
600063716 MONCTON 2034 PALMER DRIVE PLEASANTON CA 94588 $323,517.58
600063717 FRANCIS 73 CALIFORNIA AVENUE ORINDA CA 94563 $279,583.08
600063718 LAU 4354 PARK VICENTE CALABASAS CA 91302 $365,095.13
600063719 GOSS 7532 WEST 83RD STREET LOS ANGELES CA 90293 $368,503.15
600063720 BORZACHILLO 20761 SHADOW ROCK LANE TRABUCO CANYON CA 92679 $240,883.37
600063721 SALDANA 27946 PALMETTO RIDGE DRIV SANTA CLARITA CA 91354 $221,715.89
600064731 JERGENSEN 14329 SANDHILL ROAD POWAY CA 92064 $418,575.84
600064732 ELKIN 3831 JASON CIRCLE TORRANCE CA 90505 $331,529.84
600064733 BARTOLI 24838 PASEO PRIMARIO CALABASAS CA 91302 $412,508.65
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600063711 COOK JR 7.625 .250 7.375 .0500 7.325 04/01/2027
600063712 BURKHOLDER 7.500 .250 7.250 .0500 7.200 04/01/2027
600063713 WINTON 8.125 .250 7.875 .0500 7.825 04/01/2027
600063714 MAKI 7.375 .250 7.125 .0500 7.075 04/01/2027
600063715 CONTRUCCI 7.750 .250 7.500 .0500 7.450 04/01/2027
600063716 MONCTON 7.500 .250 7.250 .0500 7.200 04/01/2027
600063717 FRANCIS 7.500 .250 7.250 .0500 7.200 04/01/2027
600063718 LAU 7.875 .250 7.625 .0500 7.575 04/01/2027
600063719 GOSS 8.000 .250 7.750 .0500 7.700 04/01/2027
600063720 BORZACHILLO 8.125 .250 7.875 .0500 7.825 04/01/2027
600063721 SALDANA 8.250 .250 8.000 .0500 7.950 04/01/2027
600064731 JERGENSEN 7.500 .250 7.250 .0400 7.210 04/01/2027
600064732 ELKIN 7.750 .250 7.500 .0400 7.460 04/01/2027
600064733 BARTOLI 7.750 .250 7.500 .0400 7.460 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600063711 COOK JR 4148581 $2,066.76 06/01/1997 360
600063712 BURKHOLDER 4148607 $1,999.76 06/01/1997 360
600063713 WINTON 4148938 $1,847.34 1 06/01/1997 360
600063714 MAKI 4149092 $2,828.32 06/01/1997 360
600063715 CONTRUCCI 4149811 $3,828.51 06/01/1997 360
600063716 MONCTON 4152088 $2,265.46 06/01/1997 360
600063717 FRANCIS 4153474 $1,957.81 06/01/1997 360
600063718 LAU 4154118 $2,650.86 06/01/1997 360
600063719 GOSS 4157558 $2,707.60 06/01/1997 360
600063720 BORZACHILLO 4158168 $1,790.91 3 06/01/1997 360
600063721 SALDANA 4163945 $1,667.82 12 06/01/1997 360
600064731 JERGENSEN 4133096 $2,931.11 06/01/1997 360
600064732 ELKIN 4134276 $2,378.49 06/01/1997 360
600064733 BARTOLI 4135414 $2,957.35 06/01/1997 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>
600063711 COOK JR .00 .00 .00 .000 .250 .300 $372,000.00 N
600063712 BURKHOLDER .00 .00 .00 .000 .250 .300 $386,000.00 N
600063713 WINTON .00 .00 .00 .000 .250 .300 $284,020.00 N
600063714 MAKI .00 .00 .00 .000 .250 .300 $585,000.00 N
600063715 CONTRUCCI .00 .00 .00 .000 .250 .300 $668,000.00 N
600063716 MONCTON .00 .00 .00 .000 .250 .300 $474,000.00 N
600063717 FRANCIS .00 .00 .00 .000 .250 .300 $350,000.00 N
600063718 LAU .00 .00 .00 .000 .250 .300 $457,000.00 N
600063719 GOSS .00 .00 .00 .000 .250 .300 $469,000.00 N
600063720 BORZACHILLO .00 .00 .00 .000 .250 .300 $253,900.00 N
600063721 SALDANA .00 .00 .00 .000 .250 .300 $233,700.00 N
600064731 JERGENSEN .00 .00 .00 .000 .250 .290 $524,000.00 N
600064732 ELKIN .00 .00 .00 .000 .250 .290 $415,000.00 N
600064733 BARTOLI .00 .00 .00 .000 .250 .290 $516,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 11
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064734 PASKOW 6675 MOORE DRIVE OAKLAND CA 94611 $259,612.87
600064735 WALDO 989 WHIMBREL COURT CARLSBAD CA 92009 $256,727.49
600064736 HANNA 114 12TH STREET EAST TIERRA VERDE FL 33715 $219,848.59
600064737 BERNSTEIN 888 PORTOLA DRIVE SAN FRANCISCO CA 94127 $269,587.82
600064738 VOORHEES 5665 CABOT DRIVE OAKLAND CA 94602 $276,807.44
600064740 LEBHERZ 3015 CAVENDISH DR LOS ANGELES CA 90064 $299,585.73
600064741 REIFF 4622 GLENCOE AVE #5 LOS ANGELES CA 90292 $262,437.09
600064742 GRABER 1336 LOBELIA COURT LIVERMORE CA 94550 $252,969.20
600064743 BERGER 3770 PIO PICO STREET SAN DIEGO CA 92106 $351,376.04
600064744 BODMAN 2988 SE LIBERTY PLACE GRESHAM OR 97080 $344,607.34
600064745 BERLIANT 30 REEF STREET #4 LOS ANGELES CA 90292 $344,686.02
600064746 TEITELBAUM 448 33RD STREET MANHATTAN BEACH CA 90266 $369,449.08
600064747 EATMAN 526 ALMAR AVENUE LOS ANGELES CA 90272 $449,346.53
600064749 RICHARDSON 107 CRYSTAL AVENUE NEWPORT BEACH CA 92662 $389,198.06
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064734 PASKOW 7.500 .250 7.250 .0400 7.210 04/01/2027
600064735 WALDO 7.375 .250 7.125 .0400 7.085 04/01/2027
600064736 HANNA 7.875 .250 7.625 .0400 7.585 05/01/2027
600064737 BERNSTEIN 7.375 .250 7.125 .0400 7.085 04/01/2027
600064738 VOORHEES 7.750 .250 7.500 .0400 7.460 04/01/2027
600064740 LEBHERZ 7.875 .250 7.625 .0400 7.585 04/01/2027
600064741 REIFF 7.875 .250 7.625 .0400 7.585 04/01/2027
600064742 GRABER 7.875 .250 7.625 .0400 7.585 04/01/2027
600064743 BERGER 7.500 .250 7.250 .0400 7.210 04/01/2027
600064744 BODMAN 7.750 .250 7.500 .0400 7.460 04/01/2027
600064745 BERLIANT 7.500 .250 7.250 .0400 7.210 04/01/2027
600064746 TEITELBAUM 7.500 .250 7.250 .0400 7.210 04/01/2027
600064747 EATMAN 7.625 .250 7.375 .0400 7.335 04/01/2027
600064749 RICHARDSON 7.750 .250 7.500 .0400 7.460 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064734 PASKOW 4136834 $1,817.96 06/01/1997 360
600064735 WALDO 4136917 $1,775.87 06/01/1997 360
600064736 HANNA 4137626 $1,595.16 06/01/1997 360
600064737 BERNSTEIN 4138152 $1,864.83 06/01/1997 360
600064738 VOORHEES 4138335 $1,985.90 06/01/1997 360
600064740 LEBHERZ 4138509 $2,175.21 06/01/1997 360
600064741 REIFF 4138699 $1,905.49 12 06/01/1997 360
600064742 GRABER 4138731 $1,836.97 12 06/01/1997 360
600064743 BERGER 4139192 $2,460.54 06/01/1997 360
600064744 BODMAN 4139382 $2,475.93 06/01/1997 360
600064745 BERLIANT 4139390 $2,413.69 3 06/01/1997 360
600064746 TEITELBAUM 4139457 $2,587.10 06/01/1997 360
600064747 EATMAN 4139556 $3,185.08 06/01/1997 360
600064749 RICHARDSON 4140158 $2,792.22 06/01/1997 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>
600064734 PASKOW .00 .00 .00 .000 .250 .290 $325,000.00 N
600064735 WALDO .00 .00 .00 .000 .250 .290 $321,400.00 N
600064736 HANNA .00 .00 .00 .000 .250 .290 $317,500.00 N
600064737 BERNSTEIN .00 .00 .00 .000 .250 .290 $360,000.00 N
600064738 VOORHEES .00 .00 .00 .000 .250 .290 $346,500.00 N
600064740 LEBHERZ .00 .00 .00 .000 .250 .290 $600,000.00 N
600064741 REIFF .00 .00 .00 .000 .250 .290 $292,000.00 N
600064742 GRABER .00 .00 .00 .000 .250 .290 $283,000.00 N
600064743 BERGER .00 .00 .00 .000 .250 .290 $439,950.00 N
600064744 BODMAN .00 .00 .00 .000 .250 .290 $432,000.00 N
600064745 BERLIANT .00 .00 .00 .000 .250 .290 $384,000.00 N
600064746 TEITELBAUM .00 .00 .00 .000 .250 .290 $570,000.00 N
600064747 EATMAN .00 .00 .00 .000 .250 .290 $791,000.00 N
600064749 RICHARDSON .00 .00 .00 .000 .250 .290 $850,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 12
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064750 MARRINAN 1428 5TH STREET CORONADO CA 92118 $375,453.99
600064751 GIBSON 2430 COUNTRY DRIVE GILROY CA 95020 $344,438.90
600064752 LEE 1842 CHANTILLY LN FULLERTON CA 92633 $319,569.13
600064753 BROWN 30324 VIA VICTORIA RANCHO PALOS VE CA 90275 $315,541.12
600064754 SHIELDS 12274 AVENIDA CONSENTIDO SAN DIEGO CA 92128 $319,768.39
600064755 SMITH 2753 MIRA BELLA CIRCLE MORGAN HILL CA 95037 $281,569.51
600064756 JOHNSON 29110 QUAIL RUN DRIVE AGOURA HILLS CA 91301 $271,624.39
600064757 AUSTIN 10343 NORTHVALE ROAD LOS ANGELES CA 90064 $417,039.98
600064758 PICHI 7505 WEST 85TH STREET LOS ANGELES CA 90293 $349,491.75
600064759 WOLLITZ 1322 AVENIDA OFELITA EL CAJON CA 92019 $269,636.45
600064760 SELI 7525 DUNFIELD AVENUE LOS ANGELES CA 90045 $275,805.20
600064761 SYLVESTER 33370 TRAIL RANCH ROAD AGUA DULCE CA 91350 $257,135.33
600064762 SAITMAN 24882 JIM BRIDGER ROAD HIDDEN HILLS CA 91302 $349,491.75
600064763 EMBREY 933 FAWNGLEN PLACE THOUSAND OAKS CA 91320 $255,646.48
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064750 MARRINAN 7.625 .250 7.375 .0400 7.335 04/01/2027
600064751 GIBSON 7.375 .250 7.125 .0400 7.085 04/01/2027
600064752 LEE 8.000 .250 7.750 .0400 7.710 04/01/2027
600064753 BROWN 7.625 .250 7.375 .0400 7.335 04/01/2027
600064754 SHIELDS 7.625 .250 7.375 .0400 7.335 05/01/2027
600064755 SMITH 7.375 .250 7.125 .0400 7.085 04/01/2027
600064756 JOHNSON 7.875 .250 7.625 .0400 7.585 04/01/2027
600064757 AUSTIN 8.000 .250 7.750 .0400 7.710 05/01/2027
600064758 PICHI 7.625 .250 7.375 .0400 7.335 04/01/2027
600064759 WOLLITZ 8.000 .250 7.750 .0400 7.710 04/01/2027
600064760 SELI 7.750 .250 7.500 .0400 7.460 05/01/2027
600064761 SYLVESTER 7.750 .250 7.500 .0400 7.460 04/01/2027
600064762 SAITMAN 7.625 .250 7.375 .0400 7.335 04/01/2027
600064763 EMBREY 7.875 .250 7.625 .0400 7.585 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064750 MARRINAN 4140208 $2,661.31 06/01/1997 360
600064751 GIBSON 4140414 $2,382.83 06/01/1997 360
600064752 LEE 4140745 $2,348.05 06/01/1997 360
600064753 BROWN 4140893 $2,236.63 06/01/1997 360
600064754 SHIELDS 4140919 $2,264.94 06/01/1997 360
600064755 SMITH 4140943 $1,947.71 06/01/1997 360
600064756 JOHNSON 4141073 $1,972.19 06/01/1997 360
600064757 AUSTIN 4141115 $3,062.15 06/01/1997 360
600064758 PICHI 4141131 $2,477.28 06/01/1997 360
600064759 WOLLITZ 4141297 $1,981.17 06/01/1997 360
600064760 SELI 4141305 $1,977.30 06/01/1997 360
600064761 SYLVESTER 4141347 $1,844.77 06/01/1997 360
600064762 SAITMAN 4141370 $2,477.28 06/01/1997 360
600064763 EMBREY 4142824 $1,856.18 06/01/1997 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>
600064750 MARRINAN .00 .00 .00 .000 .250 .290 $480,000.00 N
600064751 GIBSON .00 .00 .00 .000 .250 .290 $475,000.00 N
600064752 LEE .00 .00 .00 .000 .250 .290 $400,000.00 N
600064753 BROWN .00 .00 .00 .000 .250 .290 $400,000.00 N
600064754 SHIELDS .00 .00 .00 .000 .250 .290 $400,000.00 N
600064755 SMITH .00 .00 .00 .000 .250 .290 $383,000.00 N
600064756 JOHNSON .00 .00 .00 .000 .250 .290 $340,000.00 N
600064757 AUSTIN .00 .00 .00 .000 .250 .290 $521,650.00 N
600064758 PICHI .00 .00 .00 .000 .250 .290 $475,000.00 N
600064759 WOLLITZ .00 .00 .00 .000 .250 .290 $365,000.00 N
600064760 SELI .00 .00 .00 .000 .250 .290 $345,000.00 N
600064761 SYLVESTER .00 .00 .00 .000 .250 .290 $350,000.00 N
600064762 SAITMAN .00 .00 .00 .000 .250 .290 $587,000.00 N
600064763 EMBREY .00 .00 .00 .000 .250 .290 $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 13
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064764 RANISH 22 LAVAGETTO COURT ALAMEDA CA 94502 $232,162.35
600064765 ALLEN 18710 ASPESI DRIVE SARATOGA CA 95070 $414,197.65
600064766 SEDGWICK 1059 KRISTEN COURT SAN JOSE CA 95120 $308,528.30
600064767 TROY 201 HOMEWOOD ROAD LOS ANGELES CA 90049 $489,372.93
600064768 ENGLER 415 STONEFIELD PLACE MORAGA CA 94556 $289,567.76
600064769 BARTH 5537 SEASIDE HEIGHTS DRIV RANCHO PALOS VE CA 90275 $387,450.53
600064770 BIANCHI 3846 ROBERTS ROAD ACTON CA 93510 $260,648.57
600064771 RAY 10712 QUEEN AVENUE LA MESA CA 91941 $320,185.01
600064772 CARTER 555 CREST DRIVE ENCINITAS CA 92024 $274,629.71
600064773 LUKENS 3759 SWALLOW WAY SANTA CLARA CA 95051 $299,564.34
600064774 KIRCHER 79 EL CERRITO AVENUE HILLSBOROUGH CA 94010 $563,102.75
600064775 BERMAN 2242 THE TERRACE LOS ANGELES CA 90049 $399,433.54
600064776 HOFMANN 1773 KINGS ROAD VISTA CA 92083 $451,359.90
600064777 DE VIRGILIO 3409 WALNUT AVENUE MANHATTAN BEACH CA 90266 $524,056.79
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064764 RANISH 7.625 .250 7.375 .0400 7.335 04/01/2027
600064765 ALLEN 7.625 .250 7.375 .0400 7.335 04/01/2027
600064766 SEDGWICK 7.375 .250 7.125 .0400 7.085 04/01/2027
600064767 TROY 8.250 .250 8.000 .0400 7.960 04/01/2027
600064768 ENGLER 7.875 .250 7.625 .0400 7.585 04/01/2027
600064769 BARTH 7.750 .250 7.500 .0400 7.460 04/01/2027
600064770 BIANCHI 8.000 .250 7.750 .0400 7.710 04/01/2027
600064771 RAY 8.000 .250 7.750 .0400 7.710 05/01/2027
600064772 CARTER 8.000 .250 7.750 .0400 7.710 04/01/2027
600064773 LUKENS 7.625 .250 7.375 .0400 7.335 04/01/2027
600064774 KIRCHER 7.500 .250 7.250 .0400 7.210 04/01/2027
600064775 BERMAN 7.750 .250 7.500 .0400 7.460 04/01/2027
600064776 HOFMANN 7.750 .250 7.500 .0400 7.460 04/01/2027
600064777 DE VIRGILIO 7.750 .250 7.500 .0400 7.460 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064764 RANISH 4143004 $1,645.63 06/01/1997 360
600064765 ALLEN 4143145 $2,935.93 06/01/1997 360
600064766 SEDGWICK 4143160 $2,134.19 06/01/1997 360
600064767 TROY 4143210 $3,681.21 06/01/1997 360
600064768 ENGLER 4143269 $2,131.71 06/01/1997 360
600064769 BARTH 4143509 $2,779.68 06/01/1997 360
600064770 BIANCHI 4145041 $1,915.13 7 06/01/1997 360
600064771 RAY 4145256 $2,350.99 06/01/1997 360
600064772 CARTER 4145298 $2,017.86 06/01/1997 360
600064773 LUKENS 4146627 $2,123.39 06/01/1997 360
600064774 KIRCHER 4146817 $3,950.57 06/01/1997 360
600064775 BERMAN 4146825 $2,865.65 06/01/1997 360
600064776 HOFMANN 4146973 $3,238.19 06/01/1997 360
600064777 DE VIRGILIO 4147625 $3,759.74 06/01/1997 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>
600064764 RANISH .00 .00 .00 .000 .250 .290 $335,000.00 N
600064765 ALLEN .00 .00 .00 .000 .250 .290 $518,500.00 N
600064766 SEDGWICK .00 .00 .00 .000 .250 .290 $410,000.00 N
600064767 TROY .00 .00 .00 .000 .250 .290 $1,580,000.00 N
600064768 ENGLER .00 .00 .00 .000 .250 .290 $470,000.00 N
600064769 BARTH .00 .00 .00 .000 .250 .290 $485,000.00 N
600064770 BIANCHI .00 .00 .00 .000 .250 .290 $290,000.00 N
600064771 RAY .00 .00 .00 .000 .250 .290 $414,000.00 N
600064772 CARTER .00 .00 .00 .000 .250 .290 $355,000.00 N
600064773 LUKENS .00 .00 .00 .000 .250 .290 $382,500.00 N
600064774 KIRCHER .00 .00 .00 .000 .250 .290 $775,000.00 N
600064775 BERMAN .00 .00 .00 .000 .250 .290 $650,000.00 N
600064776 HOFMANN .00 .00 .00 .000 .250 .290 $565,000.00 N
600064777 DE VIRGILIO .00 .00 .00 .000 .250 .290 $656,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 14
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064778 CHOI 1401 23RD STREET MANHATTAN BEACH CA 90266 $449,378.58
600064779 BURWELL 2229 NEWCASTLE AVENUE CARDIFF CA 92007 $222,250.77
600064780 SIMPSON 4837 INDIANOLA WAY LA CANADA FLINT CA 91011 $439,407.56
600064782 WOLIN 4130 SAINT CLAIR AVENUE LOS ANGELES CA 91604 $231,840.33
600064783 MC DANIEL 2383 HAGEN OAKS DRIVE ALAMO CA 94507 $478,914.59
600064784 FUETTERER 1011 N. EVERETT STREET GLENDALE CA 91207 $249,245.65
600064785 CATLIN 10611 CALM HILL CIRCLE SANTA ANA CA 92705 $353,523.36
600064786 MILLER 33727 DESERT ROAD ACTON (AREA) CA 93510 $287,612.21
600064787 FLOOD 117 VIA ALAMEDA PALOS VERDES ES CA 90274 $399,433.54
600064788 RICHEY 22551 SUMMERFIELD MISSION VIEJO CA 92692 $412,429.68
600064789 JACOBS 1692 MICHAEL LANE LOS ANGELES CA 90272 $327,547.06
600064790 WOO 2123 CHAMBERLAIN STREET HONOLULU HI 96822 $334,798.60
600064791 CRANE 4940 WORTSER AVENUE LOS ANGELES CA 91423 $314,226.33
600064792 EDMONDS 5868 ABERNATHY DRIVE LOS ANGELES CA 90045 $264,051.69
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064778 CHOI 7.875 .250 7.625 .0400 7.585 04/01/2027
600064779 BURWELL 8.000 .250 7.750 .0400 7.710 05/01/2027
600064780 SIMPSON 8.000 .250 7.750 .0400 7.710 04/01/2027
600064782 WOLIN 7.875 .250 7.625 .0400 7.585 05/01/2027
600064783 MC DANIEL 7.875 .250 7.625 .0400 7.585 04/01/2027
600064784 FUETTERER 7.750 .250 7.500 .0400 7.460 04/01/2027
600064785 CATLIN 8.000 .250 7.750 .0400 7.710 04/01/2027
600064786 MILLER 8.000 .250 7.750 .0400 7.710 04/01/2027
600064787 FLOOD 7.750 .250 7.500 .0400 7.460 04/01/2027
600064788 RICHEY 7.875 .250 7.625 .0400 7.585 04/01/2027
600064789 JACOBS 7.875 .250 7.625 .0400 7.585 04/01/2027
600064790 WOO 8.000 .250 7.750 .0400 7.710 04/01/2027
600064791 CRANE 8.000 .250 7.750 .0400 7.710 04/01/2027
600064792 EDMONDS 7.875 .250 7.625 .0400 7.585 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064778 CHOI 4147955 $3,262.82 06/01/1997 360
600064779 BURWELL 4148144 $1,631.90 06/01/1997 360
600064780 SIMPSON 4148177 $3,228.57 06/01/1997 360
600064782 WOLIN 4148912 $1,682.17 06/01/1997 360
600064783 MC DANIEL 4148920 $3,477.44 06/01/1997 360
600064784 FUETTERER 4149258 $1,788.17 06/01/1997 360
600064785 CATLIN 4149522 $2,597.53 06/01/1997 360
600064786 MILLER 4149738 $2,113.25 3 06/01/1997 360
600064787 FLOOD 4150058 $2,865.65 06/01/1997 360
600064788 RICHEY 4150140 $2,994.54 12 06/01/1997 360
600064789 JACOBS 4150405 $2,378.23 06/01/1997 360
600064790 WOO 4150603 $2,459.95 06/01/1997 360
600064791 CRANE 4150736 $2,308.80 12 06/01/1997 360
600064792 EDMONDS 4151627 $1,921.44 06/01/1997 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>
600064778 CHOI .00 .00 .00 .000 .250 .290 $737,000.00 N
600064779 BURWELL .00 .00 .00 .000 .250 .290 $278,000.00 N
600064780 SIMPSON .00 .00 .00 .000 .250 .290 $670,000.00 N
600064782 WOLIN .00 .00 .00 .000 .250 .290 $290,000.00 N
600064783 MC DANIEL .00 .00 .00 .000 .250 .290 $599,500.00 N
600064784 FUETTERER .00 .00 .00 .000 .250 .290 $312,000.00 N
600064785 CATLIN .00 .00 .00 .000 .250 .290 $495,000.00 N
600064786 MILLER .00 .00 .00 .000 .250 .290 $320,000.00 N
600064787 FLOOD .00 .00 .00 .000 .250 .290 $500,000.00 N
600064788 RICHEY .00 .00 .00 .000 .250 .290 $490,000.00 N
600064789 JACOBS .00 .00 .00 .000 .250 .290 $410,000.00 N
600064790 WOO .00 .00 .00 .000 .250 .290 $447,000.00 N
600064791 CRANE .00 .00 .00 .000 .250 .290 $350,000.00 N
600064792 EDMONDS .00 .00 .00 .000 .250 .290 $400,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 15
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064793 CHARLESWORTH 3527 LOADSTONE DRIVE LOS ANGELES CA 91403 $286,692.63
600064794 FANELLI 31881 LA SUBIDA DRIVE TRABUCO CANYON CA 92679 $222,005.16
600064795 CLER 3095 ALTA LAGUNA BOULEVAR LAGUNA BEACH CA 92651 $333,299.40
600064797 EVANS 346 DEL SOL AVENUE PLEASANTON CA 94566 $255,844.91
600064798 SAMAD 4861 ALMONDWOOD WAY SAN DIEGO CA 92130 $316,527.95
600064799 BRODY 1153 WEST RAILROAD AVENUE COTATI CA 94931 $299,585.73
600064800 GALL 6601 FALL RIVER DRIVE SAN JOSE CA 95120 $372,322.91
600064801 PIPER 24841 VIA SAN FERNANDO MISSION VIEJO CA 92692 $233,597.09
600064802 MCCALL 417 27TH STREET MANHATTAN BEACH CA 90266 $431,356.78
600064803 PRYOR 1718 CLINTON AVENUE ALAMEDA CA 94501 $345,545.79
600064804 HIERS 1774 SIENNA CANYON DRIVE ENCINITAS CA 92024 $392,470.84
600064805 JANG 24608 VISTA CERRITOS LOS ANGELES CA 91302 $307,574.67
600064806 LE 18935 CADDINGTON CIRCLE HUNTINGTON BEAC CA 92648 $457,383.31
600064807 WOODS JR 2919 CLIFF DRIVE NEWPORT BEACH CA 92663 $622,048.97
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064793 CHARLESWORTH 7.750 .250 7.500 .0400 7.460 04/01/2027
600064794 FANELLI 7.750 .250 7.500 .0400 7.460 04/01/2027
600064795 CLER 8.000 .250 7.750 .0400 7.710 04/01/2027
600064797 EVANS 8.500 .250 8.250 .0400 8.210 05/01/2027
600064798 SAMAD 7.625 .250 7.375 .0400 7.335 04/01/2027
600064799 BRODY 7.875 .250 7.625 .0400 7.585 04/01/2027
600064800 GALL 8.250 .250 8.000 .0400 7.960 04/01/2027
600064801 PIPER 8.125 .250 7.875 .0400 7.835 05/01/2027
600064802 MCCALL 7.500 .250 7.250 .0400 7.210 04/01/2027
600064803 PRYOR 8.125 .250 7.875 .0400 7.835 04/01/2027
600064804 HIERS 8.000 .250 7.750 .0400 7.710 04/01/2027
600064805 JANG 7.875 .250 7.625 .0400 7.585 04/01/2027
600064806 LE 8.000 .250 7.750 .0400 7.710 04/01/2027
600064807 WOODS JR 7.375 .250 7.125 .0400 7.085 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064793 CHARLESWORTH 4151841 $2,057.54 06/01/1997 360
600064794 FANELLI 4152849 $1,592.73 06/01/1997 360
600064795 CLER 4153979 $2,450.78 06/01/1997 360
600064797 EVANS 4155172 $1,968.42 06/01/1997 360
600064798 SAMAD 4155974 $2,254.33 3 06/01/1997 360
600064799 BRODY 4156147 $2,175.21 06/01/1997 360
600064800 GALL 4156261 $2,800.73 06/01/1997 360
600064801 PIPER 4156378 $1,735.59 3 06/01/1997 360
600064802 MCCALL 4156436 $3,020.61 06/01/1997 360
600064803 PRYOR 4156444 $2,569.05 06/01/1997 360
600064804 HIERS 4156683 $2,883.70 06/01/1997 360
600064805 JANG 4157392 $2,233.22 06/01/1997 360
600064806 LE 4157640 $3,360.65 06/01/1997 360
600064807 WOODS JR 4157855 $4,302.91 06/01/1997 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>
600064793 CHARLESWORTH .00 .00 .00 .000 .250 .290 $359,010.00 N
600064794 FANELLI .00 .00 .00 .000 .250 .290 $277,900.00 N
600064795 CLER .00 .00 .00 .000 .250 .290 $465,000.00 N
600064797 EVANS .00 .00 .00 .000 .250 .290 $320,000.00 Y
600064798 SAMAD .00 .00 .00 .000 .250 .290 $353,900.00 N
600064799 BRODY .00 .00 .00 .000 .250 .290 $480,000.00 N
600064800 GALL .00 .00 .00 .000 .250 .290 $466,000.00 N
600064801 PIPER .00 .00 .00 .000 .250 .290 $275,000.00 N
600064802 MCCALL .00 .00 .00 .000 .250 .290 $540,000.00 N
600064803 PRYOR .00 .00 .00 .000 .250 .290 $440,000.00 N
600064804 HIERS .00 .00 .00 .000 .250 .290 $549,000.00 N
600064805 JANG .00 .00 .00 .000 .250 .290 $385,000.00 N
600064806 LE .00 .00 .00 .000 .250 .290 $572,500.00 N
600064807 WOODS JR .00 .00 .00 .000 .250 .290 $1,200,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 16
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064808 FERRARIO 10611 OAKBEND DRIVE SAN DIEGO CA 92131 $258,143.03
600064809 BOTTORFF 47 CHAUCER COURT SAN RAMON CA 94583 $337,145.45
600064810 KRISTENSEN 60 CORTE PATENCIO GREENBRAE CA 94904 $391,723.33
600064811 LAURIDSEN 4406 REGENTS COURT WESTLAKE VILLAG CA 91361 $229,705.65
600064812 SCHARETG 973 BUTTERFIELD ROAD SAN ANSELMO CA 94960 $513,153.73
600064813 MOZENA 828 CENTER STREET EL SEGUNDO CA 90254 $367,504.50
600064814 WILSON 1422 SAN IGNACIO SOLANA BEACH CA 92075 $498,767.53
600064815 HAMMOND 1345 HESTIA WAY NAPA CA 94558 $505,318.70
600064816 DE RITIS 7520 PIPER PLACE LOS ANGELES CA 90045 $238,854.87
600064817 CLEMENTE 1558 JAMES AVENUE REDWOOD CITY CA 94062 $239,579.00
600064818 ZEITZ 11262 PEMBERTON ROAD LOS ALAMITOS CA 90720 $270,213.91
600064820 PHILLIPS 30 SOMERSET LANE MILL VALLEY CA 94941 $352,500.09
600064821 NICOLA 16521 CHANNEL LANE HUNTINGTON BEAC CA 92649 $619,562.41
600064822 BARKER 1246 SOMERSET LANE NEWPORT BEACH CA 92660 $363,509.89
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064808 FERRARIO 7.875 .250 7.625 .0400 7.585 04/01/2027
600064809 BOTTORFF 8.000 .250 7.750 .0400 7.710 04/01/2027
600064810 KRISTENSEN 7.750 .250 7.500 .0400 7.460 05/01/2027
600064811 LAURIDSEN 8.250 .250 8.000 .0400 7.960 04/01/2027
600064812 SCHARETG 7.625 .250 7.375 .0400 7.335 04/01/2027
600064813 MOZENA 8.000 .250 7.750 .0400 7.710 04/01/2027
600064814 WILSON 8.000 .250 7.750 .0400 7.710 04/01/2027
600064815 HAMMOND 8.000 .250 7.750 .0400 7.710 04/01/2027
600064816 DE RITIS 7.750 .250 7.500 .0400 7.460 04/01/2027
600064817 CLEMENTE 7.750 .250 7.500 .0400 7.460 04/01/2027
600064818 ZEITZ 7.875 .250 7.625 .0400 7.585 05/01/2027
600064820 PHILLIPS 7.750 .250 7.500 .0400 7.460 04/01/2027
600064821 NICOLA 7.750 .250 7.500 .0400 7.460 05/01/2027
600064822 BARKER 8.000 .250 7.750 .0400 7.710 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064808 FERRARIO 4157954 $1,874.31 7 06/01/1997 360
600064809 BOTTORFF 4158010 $2,477.19 06/01/1997 360
600064810 KRISTENSEN 4158101 $2,808.34 06/01/1997 360
600064811 LAURIDSEN 4158556 $1,727.92 06/01/1997 360
600064812 SCHARETG 4158853 $3,637.36 06/01/1997 360
600064813 MOZENA 4159604 $2,700.26 06/01/1997 360
600064814 WILSON 4160396 $3,664.72 06/01/1997 360
600064815 HAMMOND 4161733 $3,712.85 06/01/1997 360
600064816 DE RITIS 4161907 $1,713.66 06/01/1997 360
600064817 CLEMENTE 4162095 $1,719.39 06/01/1997 360
600064818 ZEITZ 4162103 $1,960.59 06/01/1997 360
600064820 PHILLIPS 4162509 $2,528.94 06/01/1997 360
600064821 NICOLA 4163804 $4,441.76 06/01/1997 360
600064822 BARKER 4164091 $2,670.91 06/01/1997 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>
600064808 FERRARIO .00 .00 .00 .000 .250 .290 $290,500.00 N
600064809 BOTTORFF .00 .00 .00 .000 .250 .290 $422,000.00 N
600064810 KRISTENSEN .00 .00 .00 .000 .250 .290 $490,000.00 N
600064811 LAURIDSEN .00 .00 .00 .000 .250 .290 $287,500.00 N
600064812 SCHARETG .00 .00 .00 .000 .250 .290 $1,000,000.00 N
600064813 MOZENA .00 .00 .00 .000 .250 .290 $460,000.00 N
600064814 WILSON .00 .00 .00 .000 .250 .290 $625,000.00 N
600064815 HAMMOND .00 .00 .00 .000 .250 .290 $1,100,000.00 N
600064816 DE RITIS .00 .00 .00 .000 .250 .290 $299,000.00 N
600064817 CLEMENTE .00 .00 .00 .000 .250 .290 $315,000.00 N
600064818 ZEITZ .00 .00 .00 .000 .250 .290 $338,000.00 N
600064820 PHILLIPS .00 .00 .00 .000 .250 .290 $455,000.00 N
600064821 NICOLA .00 .00 .00 .000 .250 .290 $775,000.00 N
600064822 BARKER .00 .00 .00 .000 .250 .290 $455,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 17
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064823 LEVIN 24 COLLEGE TERRACE SAN FRANCISCO CA 94112 $241,832.08
600064824 SASTRI 1527 HONEYSUCKLE COURT PLEASANTON CA 94588 $648,553.35
600064825 WANG 18430 MONTPERE WAY SARATOGA CA 95070 $304,795.34
600064826 CORNETT 5441 SHENANDOAH AVENUE LOS ANGELES (AR CA 90056 $313,544.76
600064827 ALLEN 818 TURINO STREET LIVERMORE CA 94550 $295,559.27
600064828 LIPSHUTZ 779 EMERSON COURT FREMONT CA 94539 $285,374.89
600064829 RAWLES 1355 LINDA VISTA AVENUE PASADENA CA 91103 $307,563.81
600064830 CHADWELL 2421 FRANCISCO DRIVE NEWPORT BEACH CA 92660 $415,720.86
600064831 GROSS 10844 MARIETTA AVENUE CULVER CITY CA 90232 $305,587.99
600064832 FRIEDMAN 6818 LUCIERNAGA COURT CARLSBAD CA 92009 $238,070.78
600064833 ROSS 3265 ALLEGHENY COURT THOUSAND OAKS CA 91362 $252,650.62
600064834 KOLLIOS 1733 SAND LILY DRIVE GOLDEN CO 80401 $320,573.57
600064835 BURKLEY 21011 CACTUS LOOP SAN ANTONIO TX 78248 $240,949.59
600064836 FALL 26135 CALLE CORVETA TEMECULA CA 92590 $377,733.21
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064823 LEVIN 7.875 .250 7.625 .0400 7.585 05/01/2027
600064824 SASTRI 7.875 .250 7.625 .0400 7.585 05/01/2027
600064825 WANG 8.000 .250 7.750 .0400 7.710 05/01/2027
600064826 CORNETT 8.125 .250 7.875 .0400 7.835 05/01/2027
600064827 ALLEN 7.500 .250 7.250 .0400 7.210 04/01/2027
600064828 LIPSHUTZ 8.125 .250 7.875 .0400 7.835 04/01/2027
600064829 RAWLES 7.750 .250 7.500 .0400 7.460 04/01/2027
600064830 CHADWELL 8.000 .250 7.750 .0400 7.710 05/01/2027
600064831 GROSS 8.000 .250 7.750 .0400 7.710 04/01/2027
600064832 FRIEDMAN 7.875 .250 7.625 .0400 7.585 04/01/2027
600064833 ROSS 7.875 .250 7.625 .0400 7.585 04/01/2027
600064834 KOLLIOS 7.750 .250 7.500 .0400 7.460 05/01/2027
600064835 BURKLEY 7.625 .250 7.375 .0400 7.335 04/01/2027
600064836 FALL 7.750 .250 7.500 .0400 7.460 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064823 LEVIN 4164653 $1,769.17 06/01/1997 360
600064824 SASTRI 4164745 $4,705.71 06/01/1997 360
600064825 WANG 4165031 $2,237.99 06/01/1997 360
600064826 CORNETT 4165189 $2,329.59 7 06/01/1997 360
600064827 ALLEN 4165262 $2,069.68 06/01/1997 360
600064828 LIPSHUTZ 4165288 $2,121.69 06/01/1997 360
600064829 RAWLES 4165320 $2,206.56 06/01/1997 360
600064830 CHADWELL 4165361 $3,052.47 06/01/1997 360
600064831 GROSS 4165379 $2,245.32 06/01/1997 360
600064832 FRIEDMAN 4165437 $1,728.57 06/01/1997 360
600064833 ROSS 4165510 $1,834.43 06/01/1997 360
600064834 KOLLIOS 4165668 $2,298.26 06/01/1997 360
600064835 BURKLEY 4165866 $1,707.91 06/01/1997 360
600064836 FALL 4166229 $2,708.04 06/01/1997 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>
600064823 LEVIN .00 .00 .00 .000 .250 .290 $305,000.00 N
600064824 SASTRI .00 .00 .00 .000 .250 .290 $1,200,000.00 N
600064825 WANG .00 .00 .00 .000 .250 .290 $390,000.00 N
600064826 CORNETT .00 .00 .00 .000 .250 .290 $349,000.00 N
600064827 ALLEN .00 .00 .00 .000 .250 .290 $370,000.00 N
600064828 LIPSHUTZ .00 .00 .00 .000 .250 .290 $381,000.00 N
600064829 RAWLES .00 .00 .00 .000 .250 .290 $385,000.00 N
600064830 CHADWELL .00 .00 .00 .000 .250 .290 $520,000.00 N
600064831 GROSS .00 .00 .00 .000 .250 .290 $382,500.00 N
600064832 FRIEDMAN .00 .00 .00 .000 .250 .290 $298,000.00 N
600064833 ROSS .00 .00 .00 .000 .250 .290 $325,000.00 N
600064834 KOLLIOS .00 .00 .00 .000 .250 .290 $401,000.00 N
600064835 BURKLEY .00 .00 .00 .000 .250 .290 $301,663.00 N
600064836 FALL .00 .00 .00 .000 .250 .290 $472,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 18
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064837 CUNNINGHAM 5013 SHARYNNE LANE TORRANCE CA 90505 $312,368.05
600064838 WELLS 2575 PALOS VERDES DRIVE N ROLLING HILLS E CA 90274 $298,776.28
600064839 SMITH JR. 1190 MANCHESTER WAY ATLANTA GA 30319 $229,206.30
600064841 RHODES 2221 HILLRIDGE DR FAIRFIELD CA 94533 $235,829.18
600064842 KLEIN 128 LAS LOMAS WAY WALNUT CREEK CA 94598 $237,432.30
600064843 KNUTSON 21 PINEVIEW COURT PLEASANT HILL CA 94523 $259,640.95
600064845 THAYER 9556 BABAUTA ROAD SAN DIEGO CA 92129 $235,833.43
600064846 CAFFREY 7635 CALLE MADERO CARLSBAD CA 92009 $241,290.80
600064847 STERN 3488 CLAIRTON PLACE LOS ANGELES CA 91436 $505,800.57
600064848 DICK 1535 LINDA VISTA AVENUE PASADENA CA 91105 $435,692.27
600064849 CONNER 262 ROOSEVELT WAY SAN FRANCSICO CA 94114 $275,628.37
600064850 ROSHAL 627 CRYSTAL SPRINGS COURT DANVILLE CA 94506 $309,786.66
600064851 MOORE 17590 HOLIDAY DRIVE MORGAN HILL CA 95037 $355,414.67
600064852 OKLAR 5064 DELACROIX ROAD RANCHO PALOS VE CA 90275 $350,758.44
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064837 CUNNINGHAM 7.875 .250 7.625 .0400 7.585 04/01/2027
600064838 WELLS 7.750 .250 7.500 .0400 7.460 04/01/2027
600064839 SMITH JR. 8.250 .250 8.000 .0400 7.960 04/01/2027
600064841 RHODES 7.625 .250 7.375 .0400 7.335 05/01/2027
600064842 KLEIN 7.750 .250 7.500 .0400 7.460 05/01/2027
600064843 KNUTSON 7.875 .250 7.625 .0400 7.585 04/01/2027
600064845 THAYER 7.750 .250 7.500 .0400 7.460 05/01/2027
600064846 CAFFREY 8.250 .250 8.000 .0400 7.960 04/01/2027
600064847 STERN 7.875 .250 7.625 .0400 7.585 04/01/2027
600064848 DICK 7.750 .250 7.500 .0400 7.460 05/01/2027
600064849 CONNER 8.000 .250 7.750 .0400 7.710 04/01/2027
600064850 ROSHAL 7.875 .250 7.625 .0400 7.585 05/01/2027
600064851 MOORE 7.000 .250 6.750 .0400 6.710 04/01/2027
600064852 OKLAR 7.875 .250 7.625 .0400 7.585 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064837 CUNNINGHAM 4166245 $2,268.02 06/01/1997 360
600064838 WELLS 4166252 $2,143.51 06/01/1997 360
600064839 SMITH JR. 4166443 $1,724.16 06/01/1997 360
600064841 RHODES 4166682 $1,670.40 06/01/1997 360
600064842 KLEIN 4166823 $1,702.20 06/01/1997 360
600064843 KNUTSON 4166849 $1,885.19 06/01/1997 360
600064845 THAYER 4167177 $1,690.74 06/01/1997 360
600064846 CAFFREY 4167193 $1,815.07 06/01/1997 360
600064847 STERN 4167284 $3,672.48 06/01/1997 360
600064848 DICK 4167326 $3,123.56 06/01/1997 360
600064849 CONNER 4167714 $2,025.20 06/01/1997 360
600064850 ROSHAL 4167755 $2,247.72 06/01/1997 360
600064851 MOORE 4167789 $2,368.48 06/01/1997 360
600064852 OKLAR 4168001 $2,545.00 1 06/01/1997 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>
600064837 CUNNINGHAM .00 .00 .00 .000 .250 .290 $391,000.00 N
600064838 WELLS .00 .00 .00 .000 .250 .290 $374,000.00 N
600064839 SMITH JR. .00 .00 .00 .000 .250 .290 $306,000.00 N
600064841 RHODES .00 .00 .00 .000 .250 .290 $295,000.00 N
600064842 KLEIN .00 .00 .00 .000 .250 .290 $297,000.00 N
600064843 KNUTSON .00 .00 .00 .000 .250 .290 $325,000.00 N
600064845 THAYER .00 .00 .00 .000 .250 .290 $295,000.00 N
600064846 CAFFREY .00 .00 .00 .000 .250 .290 $302,000.00 N
600064847 STERN .00 .00 .00 .000 .250 .290 $633,200.00 N
600064848 DICK .00 .00 .00 .000 .250 .290 $545,000.00 N
600064849 CONNER .00 .00 .00 .000 .250 .290 $345,000.00 N
600064850 ROSHAL .00 .00 .00 .000 .250 .290 $390,000.00 N
600064851 MOORE .00 .00 .00 .000 .250 .290 $445,000.00 N
600064852 OKLAR .00 .00 .00 .000 .250 .290 $390,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 19
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064853 SAMUELS 5929 TUXEDO TERRACE LOS ANGELES CA 90068 $292,303.73
600064854 RAPSON 5601 FLORENCE TERRACE OAKLAND CA 94611 $279,641.67
600064855 NEIDERMYER 17050 BROKEN BOW COURT SAN DIEGO CA 92128 $455,686.18
600064856 WEISBOND 4040 PARK MELINDA CALABASAS CA 91302 $446,084.93
600064857 SILVER 2894 BRIARFIELD AVENUE REDWOOD CITY CA 94061 $260,848.29
600064858 KELLY 4374 MISTRAL PLACE SAN DIEGO CA 92130 $227,472.50
600064859 HANSTEIN 1043 MOKUHANO STREET HONOLULU HI 96825 $359,515.27
600064860 SLOAN 1345 NORTH BUNDY DRIVE LOS ANGELES CA 90049 $318,530.64
600064861 MENZ 12414 BRICKELLIA STREET SAN DIEGO CA 92129 $233,784.88
600064862 DARE 812 CENTINELA AVENUE SANTA MONICA CA 90403 $407,719.21
600064863 WEISBERGER 15859 CHANDLER BLVD LOS ANGELES CA 91401 $447,396.79
600064864 MACKIE 751 CHOPIN DRIVE SUNNYVALE CA 94087 $351,005.41
600064865 WANG 386 YELLOWSTONE DRIVE MORGAN HILL CA 95037 $299,553.31
600064866 BONNIN JR 5183 HARVEST ESTATES SAN JOSE CA 95135 $247,112.68
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064853 SAMUELS 8.000 .250 7.750 .0400 7.710 05/01/2027
600064854 RAPSON 8.250 .250 8.000 .0400 7.960 04/01/2027
600064855 NEIDERMYER 7.875 .250 7.625 .0400 7.585 05/01/2027
600064856 WEISBOND 7.750 .250 7.500 .0400 7.460 05/01/2027
600064857 SILVER 8.000 .250 7.750 .0400 7.710 04/01/2027
600064858 KELLY 7.750 .250 7.500 .0400 7.460 05/01/2027
600064859 HANSTEIN 8.000 .250 7.750 .0400 7.710 04/01/2027
600064860 SLOAN 7.875 .250 7.625 .0400 7.585 05/01/2027
600064861 MENZ 7.750 .250 7.500 .0400 7.460 05/01/2027
600064862 DARE 7.875 .250 7.625 .0400 7.585 05/01/2027
600064863 WEISBERGER 8.000 .250 7.750 .0400 7.710 04/01/2027
600064864 MACKIE 7.875 .250 7.625 .0400 7.585 05/01/2027
600064865 WANG 7.500 .250 7.250 .0400 7.210 04/01/2027
600064866 BONNIN JR 7.250 .250 7.000 .0400 6.960 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064853 SAMUELS 4168449 $2,146.27 12 06/01/1997 360
600064854 RAPSON 4168670 $2,103.55 06/01/1997 360
600064855 NEIDERMYER 4168720 $3,306.32 06/01/1997 360
600064856 WEISBOND 4168761 $3,198.07 06/01/1997 360
600064857 SILVER 4168985 $1,916.60 06/01/1997 360
600064858 KELLY 4169348 $1,633.42 06/01/1997 360
600064859 HANSTEIN 4169371 $2,641.56 06/01/1997 360
600064860 SLOAN 4169389 $2,311.16 06/01/1997 360
600064861 MENZ 4169405 $1,676.05 7 06/01/1997 360
600064862 DARE 4169439 $2,958.29 06/01/1997 360
600064863 WEISBERGER 4169538 $3,287.27 06/01/1997 360
600064864 MACKIE 4169728 $2,547.17 06/01/1997 360
600064865 WANG 4169736 $2,097.65 06/01/1997 360
600064866 BONNIN JR 4169843 $1,688.39 3 06/01/1997 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>
600064853 SAMUELS .00 .00 .00 .000 .250 .290 $325,000.00 N
600064854 RAPSON .00 .00 .00 .000 .250 .290 $350,000.00 N
600064855 NEIDERMYER .00 .00 .00 .000 .250 .290 $570,000.00 N
600064856 WEISBOND .00 .00 .00 .000 .250 .290 $558,000.00 N
600064857 SILVER .00 .00 .00 .000 .250 .290 $326,500.00 N
600064858 KELLY .00 .00 .00 .000 .250 .290 $285,000.00 N
600064859 HANSTEIN .00 .00 .00 .000 .250 .290 $450,000.00 N
600064860 SLOAN .00 .00 .00 .000 .250 .290 $425,000.00 N
600064861 MENZ .00 .00 .00 .000 .250 .290 $260,000.00 N
600064862 DARE .00 .00 .00 .000 .250 .290 $510,000.00 N
600064863 WEISBERGER .00 .00 .00 .000 .250 .290 $560,000.00 N
600064864 MACKIE .00 .00 .00 .000 .250 .290 $441,300.00 N
600064865 WANG .00 .00 .00 .000 .250 .290 $378,291.00 N
600064866 BONNIN JR .00 .00 .00 .000 .250 .290 $275,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 20
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064867 LEE 6363 CHRISTIE AVENUE EMERYVILLE CA 94608 $245,651.62
600064868 EWING 5021 DIAMOND HEIGHTS BLVD SAN FRANCISCO CA 94131 $313,373.02
600064869 FOWLER 1979 EATON AVENUE SAN CARLOS CA 94070 $323,782.60
600064870 INOUYE 80 MANOR DRIVE SAN FRANCISCO CA 94132 $244,827.08
600064871 FOGEL 1737 STEINHART AVENUE REDONDO BEACH CA 90278 $243,663.06
600064872 SMITH 2757 PRINCE STREET BERKELEY CA 94705 $361,369.41
600064874 BYRNE 282 STANTONVILLE DRIVE OAKLAND CA 94619 $286,723.12
600064875 FRANCIA 5725 SUGAR PINE DRIVE YORBA LINDA CA 92686 $263,635.43
600064876 MANN JR. 755 EL MEDIO AVE. LOS ANGELES CA 90272 $349,765.15
600064877 EVANS 15201 NANTES CIRCLE IRVINE CA 92604 $250,598.09
600064878 NICHOLSON 3129 DEERPARK DRIVE WALNUT CREEK CA 94598 $274,815.47
600064879 WOODWORTH 32471 CARIBBEAN DRIVE DANA POINT CA 92629 $511,344.78
600064880 GHODOUSSI 602 FOXEN DRIVE SANTA BARBARA CA 93105 $296,218.46
600064881 SAMADI 2226 HIGHGATE ROAD THOUSANDS OAKS CA 91361 $331,744.30
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064867 LEE 7.750 .250 7.500 .0400 7.460 04/01/2027
600064868 EWING 7.625 .250 7.375 .0400 7.335 05/01/2027
600064869 FOWLER 8.000 .250 7.750 .0400 7.710 05/01/2027
600064870 INOUYE 7.750 .250 7.500 .0400 7.460 05/01/2027
600064871 FOGEL 7.875 .250 7.625 .0400 7.585 04/01/2027
600064872 SMITH 8.250 .250 8.000 .0400 7.960 05/01/2027
600064874 BYRNE 8.125 .250 7.875 .0400 7.835 04/01/2027
600064875 FRANCIA 7.875 .250 7.625 .0400 7.585 04/01/2027
600064876 MANN JR. 8.000 .250 7.750 .0400 7.710 05/01/2027
600064877 EVANS 8.500 .250 8.250 .0400 8.210 05/01/2027
600064878 NICHOLSON 8.000 .250 7.750 .0400 7.710 05/01/2027
600064879 WOODWORTH 8.250 .250 8.000 .0400 7.960 04/01/2027
600064880 GHODOUSSI 8.250 .250 8.000 .0400 7.960 04/01/2027
600064881 SAMADI 7.750 .250 7.500 .0400 7.460 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064867 LEE 4169850 $1,762.38 06/01/1997 360
600064868 EWING 4169868 $2,219.65 06/01/1997 360
600064869 FOWLER 4169959 $2,377.40 06/01/1997 360
600064870 INOUYE 4170106 $1,755.21 06/01/1997 360
600064871 FOGEL 4170304 $1,769.17 06/01/1997 360
600064872 SMITH 4170395 $2,716.59 06/01/1997 360
600064874 BYRNE 4170486 $2,131.71 19 06/01/1997 360
600064875 FRANCIA 4170551 $1,914.19 06/01/1997 360
600064876 MANN JR. 4170742 $2,568.18 06/01/1997 360
600064877 EVANS 4170775 $1,928.06 1 06/01/1997 360
600064878 NICHOLSON 4170957 $2,017.86 06/01/1997 360
600064879 WOODWORTH 4171146 $3,846.49 06/01/1997 360
600064880 GHODOUSSI 4171518 $2,232.77 06/01/1997 360
600064881 SAMADI 4171625 $2,378.49 06/01/1997 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>
600064867 LEE .00 .00 .00 .000 .250 .290 $328,000.00 N
600064868 EWING .00 .00 .00 .000 .250 .290 $392,000.00 N
600064869 FOWLER .00 .00 .00 .000 .250 .290 $415,000.00 N
600064870 INOUYE .00 .00 .00 .000 .250 .290 $390,000.00 N
600064871 FOGEL .00 .00 .00 .000 .250 .290 $305,000.00 N
600064872 SMITH .00 .00 .00 .000 .250 .290 $452,000.00 N
600064874 BYRNE .00 .00 .00 .000 .250 .290 $319,000.00 N
600064875 FRANCIA .00 .00 .00 .000 .250 .290 $330,000.00 N
600064876 MANN JR. .00 .00 .00 .000 .250 .290 $550,000.00 N
600064877 EVANS .00 .00 .00 .000 .250 .290 $295,000.00 Y
600064878 NICHOLSON .00 .00 .00 .000 .250 .290 $355,000.00 N
600064879 WOODWORTH .00 .00 .00 .000 .250 .290 $640,000.00 N
600064880 GHODOUSSI .00 .00 .00 .000 .250 .290 $371,500.00 N
600064881 SAMADI .00 .00 .00 .000 .250 .290 $415,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 21
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064882 WRIGHT 6500 CHABOT ROAD OAKLAND CA 94618 $331,777.23
600064883 JOHNSON 20161 RUSTON ROAD LOS ANGELES CA 91364 $350,764.48
600064884 CORRENTI 352 MOUNT VERNON DRIVE SAN GABRIEL CA 91775 $235,674.09
600064885 WHITE .171 MCCLATCHEY CIRCLE ATLANTA GA 30342 $253,240.85
600064886 SA 2323 FLICKINGER ROAD SAN JOSE CA 95131 $239,834.83
600064887 SEARS 26808 GWENALDA LANE SANTA CLARITA CA 91351 $323,183.00
600064888 BERN 2408 EYRES PLACE WEST SEATTLE WA 98199 $271,762.84
600064889 KELLETT 3700 EAST UNION STREET SEATTLE WA 98122 $350,745.95
600064890 SOCKWELL 9835 ROD ROAD ALPHARETTA GA 30202 $227,543.29
600064891 JORGENSON 1435 NORTH SPAULDING AVEN LOS ANGELES CA 90046 $339,766.01
600064892 AVERY 17603 LA BONITA PLACE CERRITOS CA 90703 $248,845.22
600064893 BRUNETTI 645 13TH STREET MANHATTAN BEACH CA 90266 $344,762.57
600064894 CHEW 377 ANDERSON ROAD ALAMEDA CA 94502 $319,774.15
600064895 COBO 292 CARLTON AVENUE LOS GATOS CA 95032 $239,838.96
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064882 WRIGHT 8.000 .250 7.750 .0400 7.710 05/01/2027
600064883 JOHNSON 8.000 .250 7.750 .0400 7.710 05/01/2027
600064884 CORRENTI 7.875 .250 7.625 .0400 7.585 04/01/2027
600064885 WHITE 7.750 .250 7.500 .0400 7.460 04/01/2027
600064886 SA 7.875 .250 7.625 .0400 7.585 05/01/2027
600064887 SEARS 8.000 .250 7.750 .0400 7.710 05/01/2027
600064888 BERN 7.875 .250 7.625 .0400 7.585 05/01/2027
600064889 KELLETT 7.625 .250 7.375 .0400 7.335 05/01/2027
600064890 SOCKWELL 7.875 .250 7.625 .0400 7.585 05/01/2027
600064891 JORGENSON 7.875 .250 7.625 .0400 7.585 05/01/2027
600064892 AVERY 8.375 .250 8.125 .0400 8.085 05/01/2027
600064893 BRUNETTI 7.875 .250 7.625 .0400 7.585 05/01/2027
600064894 CHEW 7.750 .250 7.500 .0400 7.460 05/01/2027
600064895 COBO 8.000 .250 7.750 .0400 7.710 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064882 WRIGHT 4171658 $2,436.10 06/01/1997 360
600064883 JOHNSON 4171708 $2,575.52 3 06/01/1997 360
600064884 CORRENTI 4171898 $1,711.17 06/01/1997 360
600064885 WHITE 4172144 $1,816.83 06/01/1997 360
600064886 SA 4172318 $1,740.17 06/01/1997 360
600064887 SEARS 4172540 $2,373.00 3 06/01/1997 360
600064888 BERN 4172763 $1,971.83 06/01/1997 360
600064889 KELLETT 4172961 $2,484.36 19 06/01/1997 360
600064890 SOCKWELL 4172979 $1,650.99 06/01/1997 360
600064891 JORGENSON 4173019 $2,465.24 3 06/01/1997 360
600064892 AVERY 4173068 $1,892.59 06/01/1997 360
600064893 BRUNETTI 4173142 $2,501.49 06/01/1997 360
600064894 CHEW 4173209 $2,292.52 06/01/1997 360
600064895 COBO 4173282 $1,761.04 06/01/1997 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>
600064882 WRIGHT .00 .00 .00 .000 .250 .290 $415,000.00 N
600064883 JOHNSON .00 .00 .00 .000 .250 .290 $390,000.00 N
600064884 CORRENTI .00 .00 .00 .000 .250 .290 $295,000.00 N
600064885 WHITE .00 .00 .00 .000 .250 .290 $317,000.00 N
600064886 SA .00 .00 .00 .000 .250 .290 $300,400.00 N
600064887 SEARS .00 .00 .00 .000 .250 .290 $359,400.00 N
600064888 BERN .00 .00 .00 .000 .250 .290 $339,950.00 N
600064889 KELLETT .00 .00 .00 .000 .250 .290 $390,000.00 N
600064890 SOCKWELL .00 .00 .00 .000 .250 .290 $303,650.00 N
600064891 JORGENSON .00 .00 .00 .000 .250 .290 $385,000.00 N
600064892 AVERY .00 .00 .00 .000 .250 .290 $350,000.00 N
600064893 BRUNETTI .00 .00 .00 .000 .250 .290 $550,000.00 N
600064894 CHEW .00 .00 .00 .000 .250 .290 $400,000.00 N
600064895 COBO .00 .00 .00 .000 .250 .290 $300,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 22
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064896 DORR 22 EAST KINGSTON COURT CORONADO CA 92118 $249,832.25
600064897 IKEYA 3023 ROHRER DRIVE LAFAYETTE CA 94549 $299,793.54
600064898 GREENHILL 2921 20TH AVENUE SAN FRANCISCO CA 94132 $349,759.13
600064899 BOSS 6795 VIA ESTRADA SAN DIEGO CA 92037 $384,735.04
600064900 SMALL III 586 ROSARIO DRIVE THOUSAND OAKS CA 91362 $232,686.26
600064901 MILANO 3676 PASEO DE NUBLADO THOUSAND OAKS CA 91360 $399,461.43
600064902 RENIERE 371 DOUGLASS STREET SAN FRANCISCO CA 94114 $310,991.19
600064903 NAKAKI 1122 BRADCLIFF DRIVE SANTA ANA CA 92705 $331,782.50
600064904 TAMISO 591 BRIDGEWATER RD DANVILLE CA 94526 $289,790.10
600064905 CRAIG 4424 WEST 238TH STREET TORRANCE CA 90505 $231,844.33
600064906 KHOREY 33 PINE AVENUE SAN CARLOS CA 94070 $329,588.34
600064907 YOUNG 17612 TRAMONTO DRIVE LOS ANGELES CA 90272 $491,669.87
600064908 WETZEL 24 CHAPPARAL COURT SAN RAMON CA 94583 $324,182.33
600064909 QUOK 214 SAN CARLOS AVENUE PIEDMONT CA 94611 $310,380.78
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064896 DORR 8.000 .250 7.750 .0400 7.710 05/01/2027
600064897 IKEYA 7.875 .250 7.625 .0400 7.585 05/01/2027
600064898 GREENHILL 7.875 .250 7.625 .0400 7.585 05/01/2027
600064899 BOSS 7.875 .250 7.625 .0400 7.585 05/01/2027
600064900 SMALL III 8.000 .250 7.750 .0400 7.710 04/01/2027
600064901 MILANO 8.000 .250 7.750 .0400 7.710 04/01/2027
600064902 RENIERE 8.000 .250 7.750 .0400 7.710 05/01/2027
600064903 NAKAKI 8.250 .250 8.000 .0400 7.960 05/01/2027
600064904 TAMISO 7.625 .250 7.375 .0400 7.335 05/01/2027
600064905 CRAIG 8.000 .250 7.750 .0400 7.710 05/01/2027
600064906 KHOREY 8.375 .250 8.125 .0400 8.085 04/01/2027
600064907 YOUNG 8.000 .250 7.750 .0400 7.710 05/01/2027
600064908 WETZEL 8.000 .250 7.750 .0400 7.710 05/01/2027
600064909 QUOK 7.750 .250 7.500 .0400 7.460 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064896 DORR 4173589 $1,834.42 06/01/1997 360
600064897 IKEYA 4173647 $2,175.21 06/01/1997 360
600064898 GREENHILL 4174744 $2,537.75 06/01/1997 360
600064899 BOSS 4175238 $2,791.52 06/01/1997 360
600064900 SMALL III 4175386 $1,709.68 06/01/1997 360
600064901 MILANO 4175774 $2,935.06 06/01/1997 360
600064902 RENIERE 4176590 $2,283.48 06/01/1997 360
600064903 NAKAKI 4176640 $2,494.21 06/01/1997 360
600064904 TAMISO 4177085 $2,052.61 06/01/1997 360
600064905 CRAIG 4177168 $1,702.34 06/01/1997 360
600064906 KHOREY 4178695 $2,508.24 06/01/1997 360
600064907 YOUNG 4178943 $3,610.13 06/01/1997 360
600064908 WETZEL 4178984 $2,380.34 06/01/1997 360
600064909 QUOK 4179578 $2,225.18 06/01/1997 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>
600064896 DORR .00 .00 .00 .000 .250 .290 $320,000.00 N
600064897 IKEYA .00 .00 .00 .000 .250 .290 $420,000.00 N
600064898 GREENHILL .00 .00 .00 .000 .250 .290 $525,000.00 N
600064899 BOSS .00 .00 .00 .000 .250 .290 $485,000.00 N
600064900 SMALL III .00 .00 .00 .000 .250 .290 $370,000.00 N
600064901 MILANO .00 .00 .00 .000 .250 .290 $610,000.00 N
600064902 RENIERE .00 .00 .00 .000 .250 .290 $389,000.00 N
600064903 NAKAKI .00 .00 .00 .000 .250 .290 $415,000.00 N
600064904 TAMISO .00 .00 .00 .000 .250 .290 $368,000.00 N
600064905 CRAIG .00 .00 .00 .000 .250 .290 $290,000.00 N
600064906 KHOREY .00 .00 .00 .000 .250 .290 $485,000.00 N
600064907 YOUNG .00 .00 .00 .000 .250 .290 $615,000.00 N
600064908 WETZEL .00 .00 .00 .000 .250 .290 $405,618.00 N
600064909 QUOK .00 .00 .00 .000 .250 .290 $389,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 23
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064910 ONG 65 NORFOLK STREET #5 SAN FRANCISCO CA 94103 $257,826.88
600064911 DE MARTINI 7124 HEMLOCK STREET OAKLAND CA 94611 $271,633.77
600064912 MANDAVIA 2566 GLENDOWER AVENUE LOS ANGELES CA 90027 $471,675.17
600064913 SIMON 328 PASEO DE LA PLAYA AVE TORRANCE CA 90277 $282,935.02
600064915 BAXTER 401 MENDOCINO WAY REDWOOD CITY CA 94065 $279,825.96
600064916 ALLEN 3987 19TH STREET SAN FRANCISCO CA 94114 $332,775.21
600064917 KAZAN 1707 PINE KNOLL DRIVE BELMONT CA 94002 $331,771.51
600064918 WEITZ 3511 SOUTH BARRINGTON AVE LOS ANGELES CA 90066 $243,594.56
600064919 PAULUS 1677 N MOUNTAIN VIEW PLAC FULLERTON CA 92831 $307,798.52
600064920 SCOREDOS 11451 GLENSIDE LANE CAMARILLO CA 93012 $350,664.55
600064921 EVANS 4330 QUAIL RUN LANE DANVILLE CA 94506 $499,326.77
600064923 GREENBERG 19830 HORSESHOE DRIVE TOPANGA CA 90290 $332,687.72
600064924 HURLBERT 190 BONNIE WAY GLEN ELLEN CA 95476 $267,810.84
600064925 QANG 15 ROGER DRIVE SAN RAFAEL CA 94901 $263,023.40
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064910 ONG 8.000 .250 7.750 .0400 7.710 05/01/2027
600064911 DE MARTINI 8.000 .250 7.750 .0400 7.710 04/01/2027
600064912 MANDAVIA 7.875 .250 7.625 .0400 7.585 05/01/2027
600064913 SIMON 8.000 .250 7.750 .0400 7.710 05/01/2027
600064915 BAXTER 8.375 .250 8.125 .0400 8.085 05/01/2027
600064916 ALLEN 8.000 .250 7.750 .0400 7.710 05/01/2027
600064917 KAZAN 7.875 .250 7.625 .0400 7.585 05/01/2027
600064918 WEITZ 8.250 .250 8.000 .0400 7.960 05/01/2027
600064919 PAULUS 8.125 .250 7.875 .0400 7.835 05/01/2027
600064920 SCOREDOS 8.000 .250 7.750 .0400 7.710 05/01/2027
600064921 EVANS 8.000 .250 7.750 .0400 7.710 04/01/2027
600064923 GREENBERG 8.250 .250 8.000 .0400 7.960 05/01/2027
600064924 HURLBERT 7.750 .250 7.500 .0400 7.460 05/01/2027
600064925 QANG 8.000 .250 7.750 .0400 7.710 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064910 ONG 4180147 $1,893.12 06/01/1997 360
600064911 DE MARTINI 4181384 $1,995.84 06/01/1997 360
600064912 MANDAVIA 4181517 $3,422.33 06/01/1997 360
600064913 SIMON 4181632 $2,077.48 06/01/1997 360
600064915 BAXTER 4182234 $2,128.21 06/01/1997 360
600064916 ALLEN 4183091 $2,458.12 06/01/1997 360
600064917 KAZAN 4183166 $2,407.24 06/01/1997 360
600064918 WEITZ 4183489 $1,831.22 06/01/1997 360
600064919 PAULUS 4183547 $2,286.90 06/01/1997 360
600064920 SCOREDOS 4183570 $2,574.78 3 06/01/1997 360
600064921 EVANS 4185641 $3,668.83 06/01/1997 360
600064923 GREENBERG 4186912 $2,500.97 7 06/01/1997 360
600064924 HURLBERT 4188546 $1,919.99 06/01/1997 360
600064925 QANG 4189668 $1,931.27 06/01/1997 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>
600064910 ONG .00 .00 .00 .000 .250 .290 $322,500.00 N
600064911 DE MARTINI .00 .00 .00 .000 .250 .290 $350,000.00 N
600064912 MANDAVIA .00 .00 .00 .000 .250 .290 $590,000.00 N
600064913 SIMON .00 .00 .00 .000 .250 .290 $377,500.00 N
600064915 BAXTER .00 .00 .00 .000 .250 .290 $355,000.00 N
600064916 ALLEN .00 .00 .00 .000 .250 .290 $460,000.00 N
600064917 KAZAN .00 .00 .00 .000 .250 .290 $415,000.00 N
600064918 WEITZ .00 .00 .00 .000 .250 .290 $325,000.00 N
600064919 PAULUS .00 .00 .00 .000 .250 .290 $385,000.00 N
600064920 SCOREDOS .00 .00 .00 .000 .250 .290 $389,900.00 N
600064921 EVANS .00 .00 .00 .000 .250 .290 $799,900.00 N
600064923 GREENBERG .00 .00 .00 .000 .250 .290 $370,000.00 N
600064924 HURLBERT .00 .00 .00 .000 .250 .290 $335,000.00 N
600064925 QANG .00 .00 .00 .000 .250 .290 $329,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 24
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600064926 WOODS 4645 POE AVENUE LOS ANGELES CA 91364 $415,606.39
600064927 LOWRIE 13453 MC CORMICK STREET LOS ANGELES CA 91423 $223,361.07
600064928 PINKMAN 6668 GRAYSTONE LANE SAN JOSE CA 95120 $400,502.54
600064929 OLIVEROS 4380 ABERFOIL AVENUE OAKLAND CA 94605 $240,204.39
600064930 IADEVAIA 9301 SHOSHONE AVENUE LOS ANGELES CA 91325 $251,862.35
600064931 COLEMAN 1846 36TH AVENUE SAN FRANCISCO CA 94122 $273,429.94
600065964 PARCEL 1474 BERNITA RD EL CAJON CA 92020 $381,337.38
600065965 TEMPLE 1856 KIMBERLY LN LOS ANGELES CA 90049 $499,655.90
600065967 MEHLIS 6790 ALTAMOR DR LOS ANGELES CA 90045 $319,779.77
600065968 BAGTAS 11653 PETENWELL RD SAN DIEGO CA 92131 $252,080.59
600065969 ROSELL 5102 BEDFORD AVE LOS ANGELES CA 90056 $319,768.39
600065970 THOMAS 23440 PARK HACIENDA CALABASAS CA 91302 $389,424.95
600065971 HITCHCOCK 1543 KEARNEY ST ST HELENA CA 94574 $281,800.96
600065972 JONES 241 VIA BUENA TORRANCE CA 90277 $358,946.47
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600064926 WOODS 7.750 .250 7.500 .0400 7.460 05/01/2027
600064927 LOWRIE 8.375 .250 8.125 .0400 8.085 05/01/2027
600064928 PINKMAN 7.500 .250 7.250 .0400 7.210 05/01/2027
600064929 OLIVEROS 8.500 .250 8.250 .0400 8.210 05/01/2027
600064930 IADEVAIA 9.000 .250 8.750 .0400 8.710 05/01/2027
600064931 COLEMAN 8.375 .250 8.125 .0400 8.085 05/01/2027
600065964 PARCEL 7.875 .250 7.625 .0400 7.585 05/01/2027
600065965 TEMPLE 7.875 .250 7.625 .0400 7.585 05/01/2027
600065967 MEHLIS 7.875 .250 7.625 .0400 7.585 05/01/2027
600065968 BAGTAS 8.250 .250 8.000 .0400 7.960 04/01/2027
600065969 ROSELL 7.625 .250 7.375 .0400 7.335 05/01/2027
600065970 THOMAS 7.750 .250 7.500 .0400 7.460 05/01/2027
600065971 HITCHCOCK 7.750 .250 7.500 .0400 7.460 05/01/2027
600065972 JONES 7.750 .250 7.500 .0400 7.460 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600064926 WOODS 4190625 $2,980.28 06/01/1997 360
600064927 LOWRIE 4190724 $1,698.77 12 06/01/1997 360
600064928 PINKMAN 4192761 $2,802.46 06/01/1997 360
600064929 OLIVEROS 4192860 $1,848.09 3 06/01/1997 360
600064930 IADEVAIA 4193991 $2,027.65 14 06/01/1997 360
600064931 COLEMAN 4195764 $2,079.56 06/01/1997 360
600065964 PARCEL 4094991 $2,766.87 06/01/1997 360
600065965 TEMPLE 4136792 $3,625.35 06/01/1997 360
600065967 MEHLIS 4141495 $2,320.23 06/01/1997 360
600065968 BAGTAS 4142006 $1,896.20 3 06/01/1997 360
600065969 ROSELL 4149944 $2,264.94 06/01/1997 360
600065970 THOMAS 4150777 $2,791.86 3 06/01/1997 360
600065971 HITCHCOCK 4151122 $2,020.29 06/01/1997 360
600065972 JONES 4152575 $2,573.36 06/01/1997 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>
600064926 WOODS .00 .00 .00 .000 .250 .290 $520,000.00 N
600064927 LOWRIE .00 .00 .00 .000 .250 .290 $254,000.00 N
600064928 PINKMAN .00 .00 .00 .000 .250 .290 $501,000.00 N
600064929 OLIVEROS .00 .00 .00 .000 .250 .290 $253,000.00 N
600064930 IADEVAIA .00 .00 .00 .000 .250 .290 $280,000.00 Y
600064931 COLEMAN .00 .00 .00 .000 .250 .290 $342,000.00 N
600065964 PARCEL .00 .00 .00 .000 .250 .290 $477,600.00 N
600065965 TEMPLE .00 .00 .00 .000 .250 .290 $625,000.00 N
600065967 MEHLIS .00 .00 .00 .000 .250 .290 $572,692.00 N
600065968 BAGTAS .00 .00 .00 .000 .250 .290 $276,000.00 N
600065969 ROSELL .00 .00 .00 .000 .250 .290 $530,000.00 N
600065970 THOMAS .00 .00 .00 .000 .250 .290 $433,500.00 N
600065971 HITCHCOCK .00 .00 .00 .000 .250 .290 $352,500.00 N
600065972 JONES .00 .00 .00 .000 .250 .290 $449,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 25
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600065973 RAFTIS 3 GLORIA CT MORAGA CA 94556 $266,230.12
600065974 SCHMIDTMANN 867 KARO CT SUNNYVALE CA 94086 $254,828.90
600065975 GORTON 6912 NYANZA DR HUNTINGTON CA 92647 $244,927.01
600065976 YANG 6817 ALTAMOR DR LOS ANGELES CA 90045 $554,817.91
600065977 TUREK 1814 BUSHNELL AVE SOUTH PASAD CA 91030 $415,713.71
600065978 WILLIS 544 ELM AVE SAN BRUNO CA 94066 $234,842.32
600065980 HOLLOWAY 11806 BARRANCA RD CAMARILLO CA 93012 $319,790.67
600065981 PENDOLINO 2096 VANGUARD DR CAMARILLO CA 93010 $236,732.77
600065982 SAGAFI 2323 89TH PL NE BELLEVUE WA 98004 $584,407.61
600065983 MCDONALD 4953 DANA CT LIVERMORE CA 94550 $223,791.93
600065984 SERVATIUS 123 WILDING LN OAKLAND CA 94618 $449,690.31
600065985 CHARMATZ 439N HARPER AVE LOS ANGELES CA 90048 $249,819.05
600065986 CRITCHLOW 10544 LIVEWOOD WAY SAN DIEGO CA 92131 $407,712.03
600065987 PECHNER 5981 VISTA LOOP SAN JOSE CA 95124 $423,708.20
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600065973 RAFTIS 8.250 .250 8.000 .0400 7.960 05/01/2027
600065974 SCHMIDTMANN 8.000 .250 7.750 .0400 7.710 05/01/2027
600065975 GORTON 7.750 .250 7.500 .0400 7.460 05/01/2027
600065976 YANG 7.875 .250 7.625 .0400 7.585 05/01/2027
600065977 TUREK 7.875 .250 7.625 .0400 7.585 05/01/2027
600065978 WILLIS 8.000 .250 7.750 .0400 7.710 05/01/2027
600065980 HOLLOWAY 8.125 .250 7.875 .0400 7.835 05/01/2027
600065981 PENDOLINO 8.375 .250 8.125 .0400 8.085 05/01/2027
600065982 SAGAFI 8.000 .250 7.750 .0400 7.710 05/01/2027
600065983 MCDONALD 7.750 .250 7.500 .0400 7.460 05/01/2027
600065984 SERVATIUS 7.875 .250 7.625 .0400 7.585 05/01/2027
600065985 CHARMATZ 7.625 .250 7.375 .0400 7.335 05/01/2027
600065986 CRITCHLOW 7.750 .250 7.500 .0400 7.460 05/01/2027
600065987 PECHNER 7.875 .250 7.625 .0400 7.585 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600065973 RAFTIS 4152641 $2,001.38 06/01/1997 360
600065974 SCHMIDTMANN 4154894 $1,871.10 06/01/1997 360
600065975 GORTON 4156246 $1,755.93 14 06/01/1997 360
600065976 YANG 4156741 $4,025.59 06/01/1997 360
600065977 TUREK 4156816 $3,016.29 06/01/1997 360
600065978 WILLIS 4160917 $1,724.35 12 06/01/1997 360
600065980 HOLLOWAY 4161840 $2,376.00 06/01/1997 360
600065981 PENDOLINO 4162137 $1,800.46 3 06/01/1997 360
600065982 SAGAFI 4163911 $4,291.06 06/01/1997 360
600065983 MCDONALD 4163994 $1,604.41 06/01/1997 360
600065984 SERVATIUS 4164737 $3,262.82 06/01/1997 360
600065985 CHARMATZ 4164752 $1,769.49 06/01/1997 360
600065986 CRITCHLOW 4165114 $2,922.97 06/01/1997 360
600065987 PECHNER 4165247 $3,074.30 06/01/1997 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>
600065973 RAFTIS .00 .00 .00 .000 .250 .290 $333,000.00 N
600065974 SCHMIDTMANN .00 .00 .00 .000 .250 .290 $360,000.00 N
600065975 GORTON .00 .00 .00 .000 .250 .290 $258,000.00 N
600065976 YANG .00 .00 .00 .000 .250 .290 $694,000.00 N
600065977 TUREK .00 .00 .00 .000 .250 .290 $520,000.00 N
600065978 WILLIS .00 .00 .00 .000 .250 .290 $262,000.00 N
600065980 HOLLOWAY .00 .00 .00 .000 .250 .290 $420,000.00 N
600065981 PENDOLINO .00 .00 .00 .000 .250 .290 $263,500.00 N
600065982 SAGAFI .00 .00 .00 .000 .250 .290 $731,000.00 N
600065983 MCDONALD .00 .00 .00 .000 .250 .290 $279,950.00 N
600065984 SERVATIUS .00 .00 .00 .000 .250 .290 $623,000.00 N
600065985 CHARMATZ .00 .00 .00 .000 .250 .290 $350,000.00 N
600065986 CRITCHLOW .00 .00 .00 .000 .250 .290 $510,000.00 N
600065987 PECHNER .00 .00 .00 .000 .250 .290 $530,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 26
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600065989 SIDERMAN 3769 CARIBETH DR LOS ANGELES CA 91436 $507,667.69
600065990 HARTMANN 8401 HOLY CROSS PL LOS ANGELES CA 90045 $254,041.85
600065991 WOLFORD 7509W 83RD ST LOS ANGELES CA 90293 $376,553.52
600065992 ENGLER 1617S EL MOLINO AVE PASADENA CA 91106 $431,710.13
600065993 BELLUOMINI 263 DRAEGER DR MORAGA CA 94556 $349,782.45
600065994 REESE II 12218 MONTANA AVE 104 LOS ANGELES CA 90049 $297,929.98
600065995 SCHOWALTER 608 PLATEAU DR KENSINGTON CA 94708 $241,445.93
600065996 IVERSON 4544 SUTTER GATE AVE PLEASANTON CA 94566 $279,807.30
600065997 WESS 1935 PORT CARDIFF PL NEWPORT BEA CA 92660 $430,910.67
600065998 AURELIO 13406E DEL TIMBRE DR SCOTTSDAALE AZ 85259 $290,599.87
600065999 REIGHN 965 SYIDA DR PACIFIC GRO CA 93950 $287,796.73
600066000 WHITAKER 336 ROYAL RIDGE DR ANAHEIM CA 92807 $479,693.92
600066001 MACHERET 400 21ST ST MANHATTAN B CA 90266 $301,297.69
600066002 HERMAN 5753 MARY LOU WAY LIVERMORE CA 94550 $282,590.12
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600065989 SIDERMAN 8.125 .250 7.875 .0400 7.835 05/01/2027
600065990 HARTMANN 7.750 .250 7.500 .0400 7.460 05/01/2027
600065991 WOLFORD 8.125 .250 7.875 .0400 7.835 05/01/2027
600065992 ENGLER 8.000 .250 7.750 .0400 7.710 05/01/2027
600065993 BELLUOMINI 8.375 .250 8.125 .0400 8.085 05/01/2027
600065994 REESE II 8.125 .250 7.875 .0400 7.835 05/01/2027
600065995 SCHOWALTER 8.250 .250 8.000 .0400 7.960 05/01/2027
600065996 IVERSON 7.875 .250 7.625 .0400 7.585 05/01/2027
600065997 WESS 8.000 .250 7.750 .0400 7.710 05/01/2027
600065998 AURELIO 7.875 .250 7.625 .0400 7.585 05/01/2027
600065999 REIGHN 7.750 .250 7.500 .0400 7.460 05/01/2027
600066000 WHITAKER 8.250 .250 8.000 .0400 7.960 05/01/2027
600066001 MACHERET 8.000 .250 7.750 .0400 7.710 05/01/2027
600066002 HERMAN 7.500 .250 7.250 .0400 7.210 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600065989 SIDERMAN 4165700 $3,771.89 06/01/1997 360
600065990 HARTMANN 4166211 $1,822.56 06/01/1997 360
600065991 WOLFORD 4166260 $2,797.73 06/01/1997 360
600065992 ENGLER 4168787 $3,169.87 06/01/1997 360
600065993 BELLUOMINI 4169041 $2,660.26 06/01/1997 360
600065994 REESE II 4169454 $2,213.57 06/01/1997 360
600065995 SCHOWALTER 4170353 $1,815.07 06/01/1997 360
600065996 IVERSON 4170379 $2,030.20 06/01/1997 360
600065997 WESS 4170734 $3,164.00 06/01/1997 360
600065998 AURELIO 4171864 $2,108.51 06/01/1997 360
600065999 REIGHN 4172821 $2,063.27 06/01/1997 360
600066000 WHITAKER 4173431 $3,606.08 06/01/1997 360
600066001 MACHERET 4173506 $2,212.31 06/01/1997 360
600066002 HERMAN 4173928 $1,977.38 06/01/1997 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>
600065989 SIDERMAN .00 .00 .00 .000 .250 .290 $635,000.00 N
600065990 HARTMANN .00 .00 .00 .000 .250 .290 $318,000.00 N
600065991 WOLFORD .00 .00 .00 .000 .250 .290 $471,000.00 N
600065992 ENGLER .00 .00 .00 .000 .250 .290 $540,000.00 N
600065993 BELLUOMINI .00 .00 .00 .000 .250 .290 $530,000.00 N
600065994 REESE II .00 .00 .00 .000 .250 .290 $397,500.00 N
600065995 SCHOWALTER .00 .00 .00 .000 .250 .290 $302,000.00 N
600065996 IVERSON .00 .00 .00 .000 .250 .290 $350,000.00 N
600065997 WESS .00 .00 .00 .000 .250 .290 $539,000.00 N
600065998 AURELIO .00 .00 .00 .000 .250 .290 $363,500.00 N
600065999 REIGHN .00 .00 .00 .000 .250 .290 $360,000.00 N
600066000 WHITAKER .00 .00 .00 .000 .250 .290 $600,000.00 N
600066001 MACHERET .00 .00 .00 .000 .250 .290 $410,000.00 N
600066002 HERMAN .00 .00 .00 .000 .250 .290 $353,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 27
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066003 WOLF 23165 PARK BLANCO CALABASAS CA 91302 $387,752.58
600066004 TASNADY 6369 COOPER ST FELTON CA 95018 $235,337.93
600066005 PARKER 418N LA JOLLA AVE LOS ANGELES CA 90048 $309,786.66
600066006 ABRECHT 5 COASTAL OAK ALISO VIEJO CA 92656 $214,905.70
600066007 TAVDI 4485 WINNETKA AVE LOS ANGELES CA 91364 $378,764.42
600066008 LAMOTTE 344 ORANGE AVE #302 CORONADO CA 92118 $219,844.72
600066009 SUTTER 7413W 83RD ST LOS ANGELES CA 90045 $219,452.65
600066010 PELTEKIAN 17501 RUSHING DR LOS ANGELES CA 91344 $341,387.67
600066011 PENA 1105 HILLCROFT RD GLENDALE CA 91207 $445,301.01
600066012 MILLER 17 WATERFORD PL ALAMEDA CA 94502 $329,373.17
600066013 ROPPO 3297 AVENIDA MAGORIA ESCONDIDO CA 92029 $231,840.33
600066014 ROSE 3414 260TH AVE NE REDMOND WA 98053 $389,751.31
600066015 NORRIS 110 CAMINO DE LAS TORRANCE CA 90277 $277,558.84
600066016 BOIKE 301 MERCURY WAY PLEASANT HI CA 94523 $298,664.24
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066003 WOLF 8.250 .250 8.000 .0400 7.960 05/01/2027
600066004 TASNADY 7.875 .250 7.625 .0400 7.585 05/01/2027
600066005 PARKER 7.875 .250 7.625 .0400 7.585 05/01/2027
600066006 ABRECHT 8.000 .250 7.750 .0400 7.710 05/01/2027
600066007 TAVDI 8.375 .250 8.125 .0400 8.085 05/01/2027
600066008 LAMOTTE 7.750 .250 7.500 .0400 7.460 05/01/2027
600066009 SUTTER 8.000 .250 7.750 .0400 7.710 05/01/2027
600066010 PELTEKIAN 8.375 .250 8.125 .0400 8.085 05/01/2027
600066011 PENA 8.000 .250 7.750 .0400 7.710 05/01/2027
600066012 MILLER 7.875 .250 7.625 .0400 7.585 05/01/2027
600066013 ROPPO 7.875 .250 7.625 .0400 7.585 05/01/2027
600066014 ROSE 8.250 .250 8.000 .0400 7.960 05/01/2027
600066015 NORRIS 7.875 .250 7.625 .0400 7.585 05/01/2027
600066016 BOIKE 8.375 .250 8.125 .0400 8.085 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066003 WOLF 4173969 $2,914.92 06/01/1997 360
600066004 TASNADY 4174520 $1,707.54 12 06/01/1997 360
600066005 PARKER 4174728 $2,247.72 06/01/1997 360
600066006 ABRECHT 4174900 $1,577.97 06/01/1997 360
600066007 TAVDI 4175097 $2,880.68 06/01/1997 360
600066008 LAMOTTE 4175162 $1,576.11 06/01/1997 360
600066009 SUTTER 4175261 $1,611.35 06/01/1997 360
600066010 PELTEKIAN 4175311 $2,596.41 12 06/01/1997 360
600066011 PENA 4175337 $3,269.66 06/01/1997 360
600066012 MILLER 4175980 $2,389.83 06/01/1997 360
600066013 ROPPO 4176566 $1,682.17 06/01/1997 360
600066014 ROSE 4176616 $2,929.94 06/01/1997 360
600066015 NORRIS 4176632 $2,013.89 3 06/01/1997 360
600066016 BOIKE 4176947 $2,271.48 06/01/1997 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>
600066003 WOLF .00 .00 .00 .000 .250 .290 $485,000.00 N
600066004 TASNADY .00 .00 .00 .000 .250 .290 $280,000.00 N
600066005 PARKER .00 .00 .00 .000 .250 .290 $390,000.00 N
600066006 ABRECHT .00 .00 .00 .000 .250 .290 $270,490.00 N
600066007 TAVDI .00 .00 .00 .000 .250 .290 $475,000.00 N
600066008 LAMOTTE .00 .00 .00 .000 .250 .290 $275,000.00 N
600066009 SUTTER .00 .00 .00 .000 .250 .290 $274,500.00 N
600066010 PELTEKIAN .00 .00 .00 .000 .250 .290 $380,000.00 N
600066011 PENA .00 .00 .00 .000 .250 .290 $557,000.00 N
600066012 MILLER .00 .00 .00 .000 .250 .290 $412,000.00 N
600066013 ROPPO .00 .00 .00 .000 .250 .290 $290,000.00 N
600066014 ROSE .00 .00 .00 .000 .250 .290 $487,500.00 N
600066015 NORRIS .00 .00 .00 .000 .250 .290 $309,000.00 N
600066016 BOIKE .00 .00 .00 .000 .250 .290 $373,597.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 28
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066017 TOOBY 379 60TH ST OAKLAND CA 94618 $292,308.66
600066018 BARROWS JR 4365 CHEVY CHASE DR LA CANADA F CA 91011 $587,584.99
600066019 WELK III 2623 HOLLISTER TER GLENDALE CA 91206 $232,843.65
600066020 PAGE 3304N POINSETTIA AVE MANHATTAN B CA 90266 $519,632.98
600066021 MOORE 1989 LOS ALTOS DR SAN MATEO CA 94402 $374,741.92
600066022 STEPHENS 444 LANTERN CREST REDLANDS CA 92373 $249,827.95
600066023 ULLRICH 187 NARDO AVE SOLANA BEAC CA 92075 $325,775.65
600066024 LANDSINGER 3613S PARKER ST LOS ANGELES CA 90731 $284,213.96
600066025 CALLAHAN 1106 GOODMAN AVE REDONDO BEA CA 90278 $224,341.87
600066027 AGLIOZZO 632 MARINE AVE MANHATTAN B CA 90266 $342,769.85
600066028 TOLENTINO 19727E COUNTRY HOLLOW WALNUT CA 91789 $384,735.04
600066029 WOHLGEMUTH 23782 VIA ROBLE COTO DE CAZ CA 92679 $649,524.83
600066030 D ISACCO 1417 PACIFIC AVE MANHATTAN B CA 90266 $347,760.50
600066031 PIERCE 2762 RIKKARD DR THOUSAND OA CA 91362 $274,820.11
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066017 TOOBY 8.125 .250 7.875 .0400 7.835 05/01/2027
600066018 BARROWS JR 7.750 .250 7.500 .0400 7.460 05/01/2027
600066019 WELK III 8.000 .250 7.750 .0400 7.710 05/01/2027
600066020 PAGE 7.750 .250 7.500 .0400 7.460 05/01/2027
600066021 MOORE 7.875 .250 7.625 .0400 7.585 05/01/2027
600066022 STEPHENS 7.875 .250 7.625 .0400 7.585 05/01/2027
600066023 ULLRICH 7.875 .250 7.625 .0400 7.585 05/01/2027
600066024 LANDSINGER 8.125 .250 7.875 .0400 7.835 05/01/2027
600066025 CALLAHAN 7.875 .250 7.625 .0400 7.585 05/01/2027
600066027 AGLIOZZO 8.000 .250 7.750 .0400 7.710 05/01/2027
600066028 TOLENTINO 7.875 .250 7.625 .0400 7.585 05/01/2027
600066029 WOHLGEMUTH 8.125 .250 7.875 .0400 7.835 05/01/2027
600066030 D ISACCO 7.875 .250 7.625 .0400 7.585 05/01/2027
600066031 PIERCE 8.125 .250 7.875 .0400 7.835 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066017 TOOBY 4177044 $2,171.81 06/01/1997 360
600066018 BARROWS JR 4177259 $4,212.51 06/01/1997 360
600066019 WELK III 4177606 $1,709.68 06/01/1997 360
600066020 PAGE 4177622 $3,725.35 06/01/1997 360
600066021 MOORE 4177648 $2,719.02 06/01/1997 360
600066022 STEPHENS 4178083 $1,812.68 06/01/1997 360
600066023 ULLRICH 4178232 $2,363.73 06/01/1997 360
600066024 LANDSINGER 4178240 $2,111.67 3 06/01/1997 360
600066025 CALLAHAN 4178265 $1,631.41 06/01/1997 360
600066027 AGLIOZZO 4178877 $2,516.82 06/01/1997 360
600066028 TOLENTINO 4178976 $2,791.52 06/01/1997 360
600066029 WOHLGEMUTH 4179198 $4,825.87 06/01/1997 360
600066030 D ISACCO 4179305 $2,523.25 06/01/1997 360
600066031 PIERCE 4179339 $2,041.87 06/01/1997 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>
600066017 TOOBY .00 .00 .00 .000 .250 .290 $380,000.00 N
600066018 BARROWS JR .00 .00 .00 .000 .250 .290 $735,000.00 N
600066019 WELK III .00 .00 .00 .000 .250 .290 $303,000.00 N
600066020 PAGE .00 .00 .00 .000 .250 .290 $772,500.00 N
600066021 MOORE .00 .00 .00 .000 .250 .290 $469,000.00 N
600066022 STEPHENS .00 .00 .00 .000 .250 .290 $350,000.00 N
600066023 ULLRICH .00 .00 .00 .000 .250 .290 $407,500.00 N
600066024 LANDSINGER .00 .00 .00 .000 .250 .290 $316,000.00 N
600066025 CALLAHAN .00 .00 .00 .000 .250 .290 $294,000.00 N
600066027 AGLIOZZO .00 .00 .00 .000 .250 .290 $440,000.00 N
600066028 TOLENTINO .00 .00 .00 .000 .250 .290 $551,000.00 N
600066029 WOHLGEMUTH .00 .00 .00 .000 .250 .290 $1,000,000.00 N
600066030 D ISACCO .00 .00 .00 .000 .250 .290 $440,000.00 N
600066031 PIERCE .00 .00 .00 .000 .250 .290 $375,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 29
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066032 EAGLETON 1631 ROYAL BLVD GLENDALE CA 91207 $306,254.58
600066033 LINDEGREN 22551 CANYON CREST DR MISSION VIE CA 92692 $344,374.58
600066034 LIM 3832 SHANNON RD LOS ANGELES CA 90027 $394,748.12
600066035 OLSON 230 CLIPPER WAY SEAL BEACH CA 90740 $259,825.54
600066036 MCDERMOTT 8009 DENROCK AVE LOS ANGELES CA 90045 $287,801.80
600066037 RICOTTA 9945 SHADOW HILLS DR LOS ANGELES CA 91040 $237,836.21
600066038 GOLDEN 803 EL BERRO SAN CLEMENT CA 92672 $257,222.86
600066039 HEMBROUGH 16204 ROSELEAF LN LOS GATOS CA 95032 $411,723.55
600066040 WOLFORD 8 SHASTA CT LAS FLORES CA 92688 $260,914.81
600066041 SOUSA 16627 COLUMBIA DR CASTRO VALL CA 94552 $249,827.95
600066042 MCCLOSKEY 3147 PROMONTORY WAY SAN JOSE CA 95135 $371,337.73
600066043 BROOKS 869 FLAXBERRY LN SAN RAFAEL CA 94903 $258,235.22
600066044 LOUIE 261S LA PEER DR BEVERLY HIL CA 90211 $474,081.69
600066045 CRESCI 4500 VARNA AVE LOS ANGELES CA 91423 $231,044.86
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066032 EAGLETON 8.250 .250 8.000 .0400 7.960 05/01/2027
600066033 LINDEGREN 8.125 .250 7.875 .0400 7.835 05/01/2027
600066034 LIM 8.250 .250 8.000 .0400 7.960 05/01/2027
600066035 OLSON 8.000 .250 7.750 .0400 7.710 05/01/2027
600066036 MCDERMOTT 7.875 .250 7.625 .0400 7.585 05/01/2027
600066037 RICOTTA 7.875 .250 7.625 .0400 7.585 05/01/2027
600066038 GOLDEN 7.875 .250 7.625 .0400 7.585 05/01/2027
600066039 HEMBROUGH 8.000 .250 7.750 .0400 7.710 05/01/2027
600066040 WOLFORD 8.000 .250 7.750 .0400 7.710 05/01/2027
600066041 SOUSA 7.875 .250 7.625 .0400 7.585 05/01/2027
600066042 MCCLOSKEY 7.750 .250 7.500 .0400 7.460 05/01/2027
600066043 BROOKS 8.250 .250 8.000 .0400 7.960 05/01/2027
600066044 LOUIE 8.000 .250 7.750 .0400 7.710 05/01/2027
600066045 CRESCI 8.000 .250 7.750 .0400 7.710 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066032 EAGLETON 4179354 $2,302.26 3 06/01/1997 360
600066033 LINDEGREN 4179370 $2,558.65 06/01/1997 360
600066034 LIM 4179404 $2,967.51 06/01/1997 360
600066035 OLSON 4179560 $1,907.79 06/01/1997 360
600066036 MCDERMOTT 4180543 $2,088.20 7 06/01/1997 360
600066037 RICOTTA 4180972 $1,725.67 06/01/1997 360
600066038 GOLDEN 4181038 $1,866.33 06/01/1997 360
600066039 HEMBROUGH 4181046 $3,023.12 06/01/1997 360
600066040 WOLFORD 4181061 $1,915.79 06/01/1997 360
600066041 SOUSA 4181251 $1,812.68 06/01/1997 360
600066042 MCCLOSKEY 4181277 $2,662.19 06/01/1997 360
600066043 BROOKS 4181442 $1,941.28 06/01/1997 360
600066044 LOUIE 4181566 $3,480.98 06/01/1997 360
600066045 CRESCI 4181574 $1,696.47 06/01/1997 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>
600066032 EAGLETON .00 .00 .00 .000 .250 .290 $340,500.00 N
600066033 LINDEGREN .00 .00 .00 .000 .250 .290 $430,851.00 N
600066034 LIM .00 .00 .00 .000 .250 .290 $525,000.00 N
600066035 OLSON .00 .00 .00 .000 .250 .290 $325,000.00 N
600066036 MCDERMOTT .00 .00 .00 .000 .250 .290 $320,000.00 N
600066037 RICOTTA .00 .00 .00 .000 .250 .290 $325,000.00 N
600066038 GOLDEN .00 .00 .00 .000 .250 .290 $321,830.00 N
600066039 HEMBROUGH .00 .00 .00 .000 .250 .290 $515,000.00 N
600066040 WOLFORD .00 .00 .00 .000 .250 .290 $326,365.00 N
600066041 SOUSA .00 .00 .00 .000 .250 .290 $353,500.00 N
600066042 MCCLOSKEY .00 .00 .00 .000 .250 .290 $464,586.00 N
600066043 BROOKS .00 .00 .00 .000 .250 .290 $323,000.00 N
600066044 LOUIE .00 .00 .00 .000 .250 .290 $593,000.00 N
600066045 CRESCI .00 .00 .00 .000 .250 .290 $289,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 30
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066046 SPAETER 3600 CALLE CANON CALABASAS CA 91302 $459,691.35
600066047 DARIN 1676 VALECROFT AVE THOUSAND OA CA 91361 $249,840.58
600066049 NISHIMURA 2900 ELM AVE MANHATTAN B CA 90266 $534,432.35
600066050 ELY 425 RIDGE GATE RD ORINDA CA 94563 $514,054.84
600066051 KACKMAN 1150N HILLVIEW DR MILPITAS CA 95035 $317,187.03
600066052 KAISER 3011SWVESTA ST PORTLAND OR 97219 $227,843.09
600066053 WEXLER 2733 COMSTOCK CIR BELMONT CA 94002 $449,682.39
600066054 ROBINSON 3401 PASEO DEL CAMPO PALOS VERDE CA 90274 $510,756.32
600066056 RADOV 834W 21ST ST LOS ANGELES CA 90731 $255,828.23
600066057 HANYAK 1108 OAKWOOD CIR CLAYTON CA 94517 $399,364.23
600066058 OKI 2174 AHAKU PL HONOLULU HI 96821 $395,720.50
600066059 SMITH 2011 NIODRARA DR GLENDALE CA 91208 $519,668.41
600066060 ST AMAND 10255 BANNOCKBURN DR LOS ANGELES CA 90064 $324,776.33
600066061 SOROKO 1041S GRAMERCY DR LOS ANGELES CA 90019 $233,093.49
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066046 SPAETER 8.000 .250 7.750 .0400 7.710 05/01/2027
600066047 DARIN 8.250 .250 8.000 .0400 7.960 05/01/2027
600066049 NISHIMURA 8.000 .250 7.750 .0400 7.710 05/01/2027
600066050 ELY 8.000 .250 7.750 .0400 7.710 05/01/2027
600066051 KACKMAN 8.000 .250 7.750 .0400 7.710 05/01/2027
600066052 KAISER 7.875 .250 7.625 .0400 7.585 05/01/2027
600066053 WEXLER 7.750 .250 7.500 .0400 7.460 05/01/2027
600066054 ROBINSON 8.000 .250 7.750 .0400 7.710 05/01/2027
600066056 RADOV 8.000 .250 7.750 .0400 7.710 05/01/2027
600066057 HANYAK 8.000 .250 7.750 .0400 7.710 05/01/2027
600066058 OKI 7.750 .250 7.500 .0400 7.460 05/01/2027
600066059 SMITH 8.250 .250 8.000 .0400 7.960 05/01/2027
600066060 ST AMAND 7.875 .250 7.625 .0400 7.585 05/01/2027
600066061 SOROKO 8.000 .250 7.750 .0400 7.710 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066046 SPAETER 4181681 $3,375.32 06/01/1997 360
600066047 DARIN 4181798 $1,878.17 06/01/1997 360
600066049 NISHIMURA 4182440 $3,932.98 06/01/1997 360
600066050 ELY 4182507 $3,774.49 06/01/1997 360
600066051 KACKMAN 4183141 $2,328.97 06/01/1997 360
600066052 KAISER 4183398 $1,653.16 06/01/1997 360
600066053 WEXLER 4183497 $3,223.86 06/01/1997 360
600066054 ROBINSON 4183661 $3,751.01 06/01/1997 360
600066056 RADOV 4183729 $1,878.44 06/01/1997 360
600066057 HANYAK 4183737 $2,935.06 06/01/1997 360
600066058 OKI 4184198 $2,837.00 06/01/1997 360
600066059 SMITH 4184321 $3,906.59 06/01/1997 360
600066060 ST AMAND 4184412 $2,356.48 06/01/1997 360
600066061 SOROKO 4184420 $1,711.51 3 06/01/1997 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>
600066046 SPAETER .00 .00 .00 .000 .250 .290 $575,000.00 N
600066047 DARIN .00 .00 .00 .000 .250 .290 $442,000.00 N
600066049 NISHIMURA .00 .00 .00 .000 .250 .290 $670,000.00 N
600066050 ELY .00 .00 .00 .000 .250 .290 $643,000.00 N
600066051 KACKMAN .00 .00 .00 .000 .250 .290 $396,800.00 N
600066052 KAISER .00 .00 .00 .000 .250 .290 $285,000.00 N
600066053 WEXLER .00 .00 .00 .000 .250 .290 $685,000.00 N
600066054 ROBINSON .00 .00 .00 .000 .250 .290 $639,000.00 N
600066056 RADOV .00 .00 .00 .000 .250 .290 $320,000.00 N
600066057 HANYAK .00 .00 .00 .000 .250 .290 $500,000.00 N
600066058 OKI .00 .00 .00 .000 .250 .290 $495,000.00 N
600066059 SMITH .00 .00 .00 .000 .250 .290 $650,000.00 N
600066060 ST AMAND .00 .00 .00 .000 .250 .290 $687,500.00 N
600066061 SOROKO .00 .00 .00 .000 .250 .290 $267,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 31
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066062 JAVITZ 4652 NOBLE AVE LOS ANGELES CA 91403 $261,824.20
600066063 STAPLETON 11510 PALMS BLVD LOS ANGELES CA 90066 $219,852.38
600066064 DONOHUE 112 MAGNOLIA AVE PIEDMONT CA 94610 $313,989.18
600066065 CHESEBOROUGH 11595 QUARTZ AVE FOUNTAIN VA CA 92708 $247,357.60
600066066 HOPE 579 OXFORD ST SAN FRANCIS CA 94134 $275,719.51
600066067 RIFA 6210E CLIFFWAY DR ORANGE CA 92669 $269,718.89
600066068 TANNEHILL 628 DUNHILL DR DANVILLE CA 94506 $289,415.33
600066069 JOHNSON 61 SUGARLOAF LN ALAMO CA 94507 $469,700.29
600066070 TUNICK 8032 OKEAN TER LOS ANGELES CA 90046 $379,763.80
600066071 WHALIN 15501 BRIARWOOD DR SHERMAN OAK CA 91401 $343,757.21
600066072 SHARIM 18616 TARZANA DR LOS ANGELES CA 91356 $359,752.25
600066073 DANIS 1515 5TH ST MANHATTAN B CA 90266 $399,731.61
600066074 LEIBOWITZ 12994 SPRING LAKE DR COOPER CITY FL 33330 $229,845.67
600066075 HICKEY 748 PARADISO CT #T SOQUEL CA 95073 $294,802.06
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066062 JAVITZ 8.000 .250 7.750 .0400 7.710 05/01/2027
600066063 STAPLETON 8.000 .250 7.750 .0400 7.710 05/01/2027
600066064 DONOHUE 8.000 .250 7.750 .0400 7.710 05/01/2027
600066065 CHESEBOROUGH 8.750 .250 8.500 .0400 8.460 05/01/2027
600066066 HOPE 8.125 .250 7.875 .0400 7.835 05/01/2027
600066067 RIFA 8.000 .250 7.750 .0400 7.710 05/01/2027
600066068 TANNEHILL 8.250 .250 8.000 .0400 7.960 05/01/2027
600066069 JOHNSON 8.250 .250 8.000 .0400 7.960 05/01/2027
600066070 TUNICK 8.375 .250 8.125 .0400 8.085 05/01/2027
600066071 WHALIN 7.750 .250 7.500 .0400 7.460 05/01/2027
600066072 SHARIM 7.875 .250 7.625 .0400 7.585 05/01/2027
600066073 DANIS 8.000 .250 7.750 .0400 7.710 05/01/2027
600066074 LEIBOWITZ 8.000 .250 7.750 .0400 7.710 05/01/2027
600066075 HICKEY 8.000 .250 7.750 .0400 7.710 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066062 JAVITZ 4184453 $1,922.47 06/01/1997 360
600066063 STAPLETON 4184495 $1,614.29 06/01/1997 360
600066064 DONOHUE 4185229 $2,305.49 06/01/1997 360
600066065 CHESEBOROUGH 4185328 $1,947.09 14 06/01/1997 360
600066066 HOPE 4185435 $2,048.56 06/01/1997 360
600066067 RIFA 4186052 $1,980.44 12 06/01/1997 360
600066068 TANNEHILL 4186656 $2,175.67 06/01/1997 360
600066069 JOHNSON 4186722 $3,530.96 06/01/1997 360
600066070 TUNICK 4186938 $2,888.28 06/01/1997 360
600066071 WHALIN 4187183 $2,464.46 06/01/1997 360
600066072 SHARIM 4187209 $2,610.25 06/01/1997 360
600066073 DANIS 4187845 $2,935.06 06/01/1997 360
600066074 LEIBOWITZ 4188165 $1,687.66 2 06/01/1997 360
600066075 HICKEY 4188363 $2,164.61 06/01/1997 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>
600066062 JAVITZ .00 .00 .00 .000 .250 .290 $327,500.00 N
600066063 STAPLETON .00 .00 .00 .000 .250 .290 $320,000.00 N
600066064 DONOHUE .00 .00 .00 .000 .250 .290 $392,800.00 N
600066065 CHESEBOROUGH .00 .00 .00 .000 .250 .290 $275,000.00 N
600066066 HOPE .00 .00 .00 .000 .250 .290 $344,950.00 N
600066067 RIFA .00 .00 .00 .000 .250 .290 $299,900.00 N
600066068 TANNEHILL .00 .00 .00 .000 .250 .290 $362,000.00 N
600066069 JOHNSON .00 .00 .00 .000 .250 .290 $630,000.00 N
600066070 TUNICK .00 .00 .00 .000 .250 .290 $475,000.00 N
600066071 WHALIN .00 .00 .00 .000 .250 .290 $438,450.00 N
600066072 SHARIM .00 .00 .00 .000 .250 .290 $500,000.00 N
600066073 DANIS .00 .00 .00 .000 .250 .290 $800,000.00 N
600066074 LEIBOWITZ .00 .00 .00 .000 .250 .290 $255,990.00 N
600066075 HICKEY .00 .00 .00 .000 .250 .290 $385,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 32
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066076 COFFEY E 4150 VIA DOLCE N 326 LOS ANGELES CA 90292 $271,812.81
600066077 RONALD 7365 HIHN RD BEN LOMAND CA 95005 $278,826.58
600066078 BURKS 5968 VISTA DE LA LUZ WOODLAND HI CA 91367 $399,738.34
600066079 RODRIGGS 1295 CASA MARCIA PL FREMONT CA 94539 $264,831.02
600066080 STEINHAUER 25304 WELLS CT STEVENSON R CA 91381 $252,537.96
600066081 MCKINNON 941 MYRTLE ST SAN JOSE CA 95126 $305,799.83
600066082 WONG 5334 APO DR HONOLULU HI 96821 $399,738.34
600066083 LEE 7307 DUNBARTON AVE LOS ANGELES CA 90045 $472,248.66
600066084 MURPHY 24 EISENHOWER LN COTO DE CAZ CA 92679 $300,513.10
600066085 MENESES 365 AVENIDA SAN JOSE CA 95123 $219,766.78
600066086 BUSTIOS 21502 VICKY AVE TORRANCE CA 90503 $219,856.08
600066087 LAZARO 232W 64TH PL INGLEWOOD CA 90302 $232,605.33
600066088 CALLAHAN 11391 MAPLERIDGE CT MOORPARK CA 93021 $286,592.40
600066090 BAYER 8121 DELGANY AVE LOS ANGELES CA 90293 $419,718.18
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066076 COFFEY 7.875 .250 7.625 .0400 7.585 05/01/2027
600066077 RONALD 8.375 .250 8.125 .0400 8.085 05/01/2027
600066078 BURKS 8.125 .250 7.875 .0400 7.835 05/01/2027
600066079 RODRIGGS 8.250 .250 8.000 .0400 7.960 05/01/2027
600066080 STEINHAUER 8.250 .250 8.000 .0400 7.960 05/01/2027
600066081 MCKINNON 8.125 .250 7.875 .0400 7.835 05/01/2027
600066082 WONG 8.125 .250 7.875 .0400 7.835 05/01/2027
600066083 LEE 8.250 .250 8.000 .0400 7.960 05/01/2027
600066084 MURPHY 8.375 .250 8.125 .0400 8.085 05/01/2027
600066085 MENESES 8.500 .250 8.250 .0400 8.210 05/01/2027
600066086 BUSTIOS 8.125 .250 7.875 .0400 7.835 05/01/2027
600066087 LAZARO 8.375 .250 8.125 .0400 8.085 05/01/2027
600066088 CALLAHAN 8.125 .250 7.875 .0400 7.835 05/01/2027
600066090 BAYER 8.000 .250 7.750 .0400 7.710 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066076 COFFEY 4188397 $1,972.19 06/01/1997 360
600066077 RONALD 4188405 $2,120.61 12 06/01/1997 360
600066078 BURKS 4188835 $2,969.99 06/01/1997 360
600066079 RODRIGGS 4188967 $1,990.86 06/01/1997 360
600066080 STEINHAUER 4189155 $1,898.46 7 06/01/1997 360
600066081 MCKINNON 4189650 $2,272.05 3 06/01/1997 360
600066082 WONG 4190344 $2,969.99 06/01/1997 360
600066083 LEE 4190609 $3,550.12 06/01/1997 360
600066084 MURPHY 4190617 $2,285.54 06/01/1997 360
600066085 MENESES 4190682 $1,690.85 3 06/01/1997 360
600066086 BUSTIOS 4192043 $1,633.50 06/01/1997 360
600066087 LAZARO 4192068 $1,769.07 14 06/01/1997 360
600066088 CALLAHAN 4192878 $2,129.34 12 06/01/1997 360
600066090 BAYER 4193397 $3,081.82 06/01/1997 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>
600066076 COFFEY .00 .00 .00 .000 .250 .290 $340,000.00 N
600066077 RONALD .00 .00 .00 .000 .250 .290 $310,000.00 N
600066078 BURKS .00 .00 .00 .000 .250 .290 $500,000.00 N
600066079 RODRIGGS .00 .00 .00 .000 .250 .290 $382,500.00 N
600066080 STEINHAUER .00 .00 .00 .000 .250 .290 $266,000.00 N
600066081 MCKINNON .00 .00 .00 .000 .250 .290 $340,000.00 N
600066082 WONG .00 .00 .00 .000 .250 .290 $515,000.00 N
600066083 LEE .00 .00 .00 .000 .250 .290 $590,732.00 N
600066084 MURPHY .00 .00 .00 .000 .250 .290 $375,982.00 N
600066085 MENESES .00 .00 .00 .000 .250 .290 $231,500.00 N
600066086 BUSTIOS .00 .00 .00 .000 .250 .290 $275,000.00 N
600066087 LAZARO .00 .00 .00 .000 .250 .290 $245,000.00 N
600066088 CALLAHAN .00 .00 .00 .000 .250 .290 $319,000.00 N
600066090 BAYER .00 .00 .00 .000 .250 .290 $800,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 33
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066091 THOMAS 584 RIVER HILLS CT SIMI VALLEY CA 93065 $429,725.80
600066092 ROUSH 7142 BLUE SAILS DR HUNTINGTON CA 92647 $231,844.33
600066093 LOGAN 59 ARENAS CT SAN RAMON CA 94583 $234,442.58
600066094 DOERR 174 HUDSON ST REDWOOD CIT CA 94062 $340,565.46
600066095 DEWBERRY 1701 BUSHNELL AVE SOUTH PASAD CA 91030 $317,802.34
600066096 MILLIGAN 1454 CALIFORNIA ST 6 SAN FRANCIS CA 94109 $239,838.96
600066097 FODOR JR 22262W SAN JOAQUIN DR CANYON LAKE CA 92587 $318,796.58
600066098 HAMILTON 41 543 KALANIANAOLE WAIMANALO HI 96795 $979,342.43
600066099 BELL 14313SE266TH ST KENT WA 98042 $338,189.66
600066100 CANALES 6225 LOCKHILL RD SAN ANTONIO TX 78240 $287,000.00
600066101 MARTIN 20715 TOMLEE AVE TORRANCE CA 90503 $233,597.09
600066102 BOSTEL 4457 KEYSTONE AVE CULVER CITY CA 90232 $225,452.42
600066103 STENSON 2820 PRUNERIDGE AVE SANTA CLARA CA 95051 $310,186.38
600066104 WOODARD 1630 CREST HILL WAY GILROY CA 95020 $255,823.82
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066091 THOMAS 8.250 .250 8.000 .0400 7.960 05/01/2027
600066092 ROUSH 8.000 .250 7.750 .0400 7.710 05/01/2027
600066093 LOGAN 8.000 .250 7.750 .0400 7.710 05/01/2027
600066094 DOERR 7.875 .250 7.625 .0400 7.585 05/01/2027
600066095 DEWBERRY 8.375 .250 8.125 .0400 8.085 05/01/2027
600066096 MILLIGAN 8.000 .250 7.750 .0400 7.710 05/01/2027
600066097 FODOR JR 8.250 .250 8.000 .0400 7.960 05/01/2027
600066098 HAMILTON 8.000 .250 7.750 .0400 7.710 05/01/2027
600066099 BELL 8.375 .250 8.125 .0400 8.085 05/01/2027
600066100 CANALES 8.500 .250 8.250 .0400 8.210 06/01/2027
600066101 MARTIN 8.125 .250 7.875 .0400 7.835 05/01/2027
600066102 BOSTEL 8.125 .250 7.875 .0400 7.835 05/01/2027
600066103 STENSON 7.875 .250 7.625 .0400 7.585 05/01/2027
600066104 WOODARD 7.875 .250 7.625 .0400 7.585 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066091 THOMAS 4193447 $3,230.45 06/01/1997 360
600066092 ROUSH 4193900 $1,702.34 06/01/1997 360
600066093 LOGAN 4194163 $1,721.42 06/01/1997 360
600066094 DOERR 4194577 $2,471.04 06/01/1997 360
600066095 DEWBERRY 4195202 $2,417.04 06/01/1997 360
600066096 MILLIGAN 4195533 $1,761.04 06/01/1997 360
600066097 FODOR JR 4195574 $2,396.55 06/01/1997 360
600066098 HAMILTON 4195590 $7,190.90 06/01/1997 360
600066099 BELL 4195749 $2,572.09 19 06/01/1997 360
600066100 CANALES 4196002 $2,206.79 06/01/1997 360
600066101 MARTIN 4196044 $1,735.59 14 06/01/1997 360
600066102 BOSTEL 4196234 $1,675.08 06/01/1997 360
600066103 STENSON 4196564 $2,250.62 06/01/1997 360
600066104 WOODARD 4196572 $1,856.18 06/01/1997 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>
600066091 THOMAS .00 .00 .00 .000 .250 .290 $680,000.00 N
600066092 ROUSH .00 .00 .00 .000 .250 .290 $290,000.00 N
600066093 LOGAN .00 .00 .00 .000 .250 .290 $317,000.00 N
600066094 DOERR .00 .00 .00 .000 .250 .290 $426,000.00 N
600066095 DEWBERRY .00 .00 .00 .000 .250 .290 $415,000.00 N
600066096 MILLIGAN .00 .00 .00 .000 .250 .290 $300,000.00 N
600066097 FODOR JR .00 .00 .00 .000 .250 .290 $600,000.00 N
600066098 HAMILTON .00 .00 .00 .000 .250 .290 $1,400,000.00 N
600066099 BELL .00 .00 .00 .000 .250 .290 $405,000.00 N
600066100 CANALES .00 .00 .00 .000 .250 .290 $360,000.00 N
600066101 MARTIN .00 .00 .00 .000 .250 .290 $275,000.00 N
600066102 BOSTEL .00 .00 .00 .000 .250 .290 $282,000.00 N
600066103 STENSON .00 .00 .00 .000 .250 .290 $388,000.00 N
600066104 WOODARD .00 .00 .00 .000 .250 .290 $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 34
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066105 DAVISON 5594 LOS ROBLES LA VERNE CA 91750 $237,352.37
600066106 HUI 9566 PENTLAND ST TEMPLE CITY CA 91780 $242,848.96
600066107 MCCLOSKEY 4 PACIFIC DR NOVATO CA 94949 $321,405.17
600066109 FRETTI 5321 BUENA MESA CT CAMARILLO CA 93012 $228,018.73
600066110 GORDON 1927 MEADOW VIEW CT THOUSAND OA CA 91360 $253,833.84
600066111 OCHOA 788 BROOKSIDE DR DANVILLE CA 94526 $297,809.97
600066113 MERRITT 14744 CAMINITO PUNTA DEL MAR CA 92014 $314,799.14
600066114 SCEFONAS 2309 LANYARD PL CARLSBAD CA 92008 $251,797.37
600066115 TALVOLA 1779 BROOKS ST SAN MATEO CA 94403 $255,759.47
600066116 MARTINEZ 444 YALE AVE KENSINGTON CA 94708 $299,793.54
600066117 LA GROW 50 BRIGMORE AISLE IRVINE CA 92612 $296,475.93
600066118 JACOBY 24040 HILLHURST DR LOS ANGELES CA 91304 $416,747.38
600066119 OBERMAN 3562 AMBER DR SAN JOSE CA 95117 $355,772.99
600066120 TAPIZ 40 CARNEROS RD AROMAS CA 95004 $231,450.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066105 DAVISON 8.375 .250 8.125 .0400 8.085 05/01/2027
600066106 HUI 8.375 .250 8.125 .0400 8.085 05/01/2027
600066107 MCCLOSKEY 8.500 .250 8.250 .0400 8.210 05/01/2027
600066109 FRETTI 8.750 .250 8.500 .0400 8.460 05/01/2027
600066110 GORDON 8.125 .250 7.875 .0400 7.835 05/01/2027
600066111 OCHOA 8.250 .250 8.000 .0400 7.960 05/01/2027
600066113 MERRITT 8.250 .250 8.000 .0400 7.960 05/01/2027
600066114 SCEFONAS 8.500 .250 8.250 .0400 8.210 05/01/2027
600066115 TALVOLA 8.250 .250 8.000 .0400 7.960 05/01/2027
600066116 MARTINEZ 7.875 .250 7.625 .0400 7.585 05/01/2027
600066117 LA GROW 8.125 .250 7.875 .0400 7.835 05/01/2027
600066118 JACOBY 8.500 .250 8.250 .0400 8.210 05/01/2027
600066119 OBERMAN 8.250 .250 8.000 .0400 7.960 05/01/2027
600066120 TAPIZ 8.375 .250 8.125 .0400 8.085 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066105 DAVISON 4196671 $1,805.18 12 06/01/1997 360
600066106 HUI 4196846 $1,846.98 3 06/01/1997 360
600066107 MCCLOSKEY 4198016 $2,472.83 06/01/1997 360
600066109 FRETTI 4198461 $1,794.86 3 06/01/1997 360
600066110 GORDON 4198479 $1,885.95 06/01/1997 360
600066111 OCHOA 4198560 $2,238.78 06/01/1997 360
600066113 MERRITT 4199105 $2,366.49 06/01/1997 360
600066114 SCEFONAS 4199113 $1,937.28 14 06/01/1997 360
600066115 TALVOLA 4199246 $1,923.25 06/01/1997 360
600066116 MARTINEZ 4199329 $2,175.21 06/01/1997 360
600066117 LA GROW 4199535 $2,202.77 12 06/01/1997 360
600066118 JACOBY 4199741 $3,206.37 06/01/1997 360
600066119 OBERMAN 4199915 $2,674.51 06/01/1997 360
600066120 TAPIZ 4200085 $1,759.19 3 06/01/1997 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>
600066105 DAVISON .00 .00 .00 .000 .250 .290 $250,000.00 N
600066106 HUI .00 .00 .00 .000 .250 .290 $270,000.00 N
600066107 MCCLOSKEY .00 .00 .00 .000 .250 .290 $402,000.00 N
600066109 FRETTI .00 .00 .00 .000 .250 .290 $253,000.00 N
600066110 GORDON .00 .00 .00 .000 .250 .290 $317,500.00 N
600066111 OCHOA .00 .00 .00 .000 .250 .290 $390,000.00 N
600066113 MERRITT .00 .00 .00 .000 .250 .290 $500,000.00 N
600066114 SCEFONAS .00 .00 .00 .000 .250 .290 $279,990.00 N
600066115 TALVOLA .00 .00 .00 .000 .250 .290 $320,000.00 N
600066116 MARTINEZ .00 .00 .00 .000 .250 .290 $875,000.00 N
600066117 LA GROW .00 .00 .00 .000 .250 .290 $330,000.00 N
600066118 JACOBY .00 .00 .00 .000 .250 .290 $530,000.00 N
600066119 OBERMAN .00 .00 .00 .000 .250 .290 $445,000.00 N
600066120 TAPIZ .00 .00 .00 .000 .250 .290 $257,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 35
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066121 SKANE 2730 MATTHEWS DR TUSTIN CA 92782 $328,201.05
600066122 EAGAN 1343 MOSELLE CT LIVERMORE CA 94550 $349,782.45
600066124 SNOWDEN 3366 TAYLOR RD CARMEL CA 93923 $304,000.00
600066125 MANISCALCO 1010 D STREET PETALUMA CA 94952 $247,845.85
600066126 ALLEN 11785 BLOOMINGTON WAY DUBLIN CA 94568 $222,350.70
600066127 ROBERTSON 1089 DANIELLE DR COSTA MESA CA 92626 $241,841.69
600066128 MOYAL 11267 CHAMPAGNE CT DUBLIN CA 94568 $322,999.11
600066129 CAHILL 390 FERNWOOD DR MORAGA CA 94556 $364,000.00
600066130 JENNINGS 14 TIPTOE LN BURLINGAME CA 94010 $324,776.33
600066131 UDIN 1625 MOLITOR RD BELMONT CA 94002 $308,787.34
600066132 PANOS E 505 COURT WAY APTOS CA 95003 $259,829.92
600066133 VRANICH 795 COFFEEWOOD CT SAN JOSE CA 95120 $349,771.04
600066134 KAU 18189 COLONNADES PL SAN DIEGO CA 92128 $269,832.18
600066135 GREENBLATT 15181 MULHOLLAND DR LOS ANGELES CA 90077 $460,932.56
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066121 SKANE 8.500 .250 8.250 .0400 8.210 05/01/2027
600066122 EAGAN 8.375 .250 8.125 .0400 8.085 05/01/2027
600066124 SNOWDEN 8.000 .250 7.750 .0400 7.710 06/01/2027
600066125 MANISCALCO 8.375 .250 8.125 .0400 8.085 05/01/2027
600066126 ALLEN 8.000 .250 7.750 .0400 7.710 05/01/2027
600066127 ROBERTSON 8.125 .250 7.875 .0400 7.835 05/01/2027
600066128 MOYAL 8.375 .250 8.125 .0400 8.085 05/01/2027
600066129 CAHILL 8.000 .250 7.750 .0400 7.710 06/01/2027
600066130 JENNINGS 7.875 .250 7.625 .0400 7.585 05/01/2027
600066131 UDIN 7.875 .250 7.625 .0400 7.585 05/01/2027
600066132 PANOS 8.125 .250 7.875 .0400 7.835 05/01/2027
600066133 VRANICH 8.125 .250 7.875 .0400 7.835 05/01/2027
600066134 KAU 8.375 .250 8.125 .0400 8.085 05/01/2027
600066135 GREENBLATT 7.875 .250 7.625 .0400 7.585 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066121 SKANE 4200192 $2,525.12 14 06/01/1997 360
600066122 EAGAN 4200275 $2,660.26 06/01/1997 360
600066124 SNOWDEN 4200374 $2,230.65 06/01/1997 360
600066125 MANISCALCO 4200960 $1,884.98 06/01/1997 360
600066126 ALLEN 4201026 $1,632.63 06/01/1997 360
600066127 ROBERTSON 4201745 $1,796.85 06/01/1997 360
600066128 MOYAL 4201877 $2,456.56 06/01/1997 360
600066129 CAHILL 4201950 $2,670.91 06/01/1997 360
600066130 JENNINGS 4202057 $2,356.48 06/01/1997 360
600066131 UDIN 4202099 $2,240.47 06/01/1997 360
600066132 PANOS 4202115 $1,930.50 06/01/1997 360
600066133 VRANICH 4202131 $2,598.75 12 06/01/1997 360
600066134 KAU 4202297 $2,052.20 06/01/1997 360
600066135 GREENBLATT 4202313 $3,344.39 06/01/1997 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>
600066121 SKANE .00 .00 .00 .000 .250 .290 $364,909.00 N
600066122 EAGAN .00 .00 .00 .000 .250 .290 $499,000.00 N
600066124 SNOWDEN .00 .00 .00 .000 .250 .290 $380,000.00 N
600066125 MANISCALCO .00 .00 .00 .000 .250 .290 $310,000.00 N
600066126 ALLEN .00 .00 .00 .000 .250 .290 $317,500.00 N
600066127 ROBERTSON .00 .00 .00 .000 .250 .290 $302,500.00 N
600066128 MOYAL .00 .00 .00 .000 .250 .290 $404,000.00 N
600066129 CAHILL .00 .00 .00 .000 .250 .290 $455,000.00 N
600066130 JENNINGS .00 .00 .00 .000 .250 .290 $645,000.00 N
600066131 UDIN .00 .00 .00 .000 .250 .290 $405,000.00 N
600066132 PANOS .00 .00 .00 .000 .250 .290 $325,000.00 N
600066133 VRANICH .00 .00 .00 .000 .250 .290 $415,000.00 N
600066134 KAU .00 .00 .00 .000 .250 .290 $360,000.00 N
600066135 GREENBLATT .00 .00 .00 .000 .250 .290 $615,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 36
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066136 CAUGHLIN 3022 GLENWOOD CIR TORRANCE CA 90505 $319,806.14
600066137 BRUSS 857 MARYLAND ST EL SEGUNDO CA 90245 $274,324.96
600066138 HOUSTON 3002 3RD ST #210 SANTA MONIC CA 90405 $290,210.03
600066139 GITNICK 1922 HAVEMEYER LN REDONDO BEA CA 90278 $256,840.26
600066140 IMANI 256S EL CAMINO DR BEVERLY HIL CA 90212 $576,632.07
600066141 WEBER 1115 19TH ST #7 SANTA MONIC CA 90403 $239,838.96
600066142 MCCLANAHAN 2088 VINTAGE LN LIVERMORE CA 94550 $359,616.88
600066143 BECKETT 10409 SALINAS CIR FOUNTAIN VA CA 92708 $215,858.70
600066144 NARAMORE 5501 CHINA POINT LONG BEACH CA 90803 $344,000.00
600066145 HIGGINS 801 CASTRO ST SAN FRANCIS CA 94114 $312,600.53
600066147 LANGILLE 120 BEACHVIEW AVE PACIFICA CA 94044 $222,165.33
600066148 MORRIS 11391 FOSTER RD LOS ALAMITO CA 90720 $259,838.39
600066149 VOGT 5540 NORTON ST TORRANCE CA 90503 $392,543.05
600066150 GARNETT 3418 CORINTH AVE LOS ANGELES CA 90066 $299,803.75
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066136 CAUGHLIN 8.500 .250 8.250 .0400 8.210 05/01/2027
600066137 BRUSS 8.250 .250 8.000 .0400 7.960 05/01/2027
600066138 HOUSTON 8.125 .250 7.875 .0400 7.835 05/01/2027
600066139 GITNICK 8.375 .250 8.125 .0400 8.085 05/01/2027
600066140 IMANI 8.250 .250 8.000 .0400 7.960 05/01/2027
600066141 WEBER 8.000 .250 7.750 .0400 7.710 05/01/2027
600066142 MCCLANAHAN 8.500 .250 8.250 .0400 8.210 05/01/2027
600066143 BECKETT 8.125 .250 7.875 .0400 7.835 05/01/2027
600066144 NARAMORE 8.125 .250 7.875 .0400 7.835 06/01/2027
600066145 HIGGINS 8.250 .250 8.000 .0400 7.960 05/01/2027
600066147 LANGILLE 8.500 .250 8.250 .0400 8.210 05/01/2027
600066148 MORRIS 8.375 .250 8.125 .0400 8.085 05/01/2027
600066149 VOGT 8.125 .250 7.875 .0400 7.835 05/01/2027
600066150 GARNETT 8.125 .250 7.875 .0400 7.835 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066136 CAUGHLIN 4202396 $2,460.53 06/01/1997 360
600066137 BRUSS 4202453 $2,062.23 14 06/01/1997 360
600066138 HOUSTON 4202537 $2,156.22 06/01/1997 360
600066139 GITNICK 4203725 $1,953.39 06/01/1997 360
600066140 IMANI 4203741 $4,334.81 06/01/1997 360
600066141 WEBER 4203816 $1,761.04 06/01/1997 360
600066142 MCCLANAHAN 4204053 $2,768.09 06/01/1997 360
600066143 BECKETT 4204525 $1,603.80 06/01/1997 360
600066144 NARAMORE 4205027 $2,554.20 06/01/1997 360
600066145 HIGGINS 4206397 $2,349.97 06/01/1997 360
600066147 LANGILLE 4207726 $1,709.30 3 06/01/1997 360
600066148 MORRIS 4208203 $1,976.19 06/01/1997 360
600066149 VOGT 4208773 $2,916.53 06/01/1997 360
600066150 GARNETT 4208989 $2,227.50 06/01/1997 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>
600066136 CAUGHLIN .00 .00 .00 .000 .250 .290 $420,000.00 N
600066137 BRUSS .00 .00 .00 .000 .250 .290 $305,000.00 N
600066138 HOUSTON .00 .00 .00 .000 .250 .290 $363,000.00 N
600066139 GITNICK .00 .00 .00 .000 .250 .290 $362,000.00 N
600066140 IMANI .00 .00 .00 .000 .250 .290 $789,000.00 N
600066141 WEBER .00 .00 .00 .000 .250 .290 $310,000.00 N
600066142 MCCLANAHAN .00 .00 .00 .000 .250 .290 $480,000.00 N
600066143 BECKETT .00 .00 .00 .000 .250 .290 $270,000.00 N
600066144 NARAMORE .00 .00 .00 .000 .250 .290 $430,000.00 N
600066145 HIGGINS .00 .00 .00 .000 .250 .290 $391,000.00 N
600066147 LANGILLE .00 .00 .00 .000 .250 .290 $247,000.00 N
600066148 MORRIS .00 .00 .00 .000 .250 .290 $340,000.00 N
600066149 VOGT .00 .00 .00 .000 .250 .290 $491,000.00 N
600066150 GARNETT .00 .00 .00 .000 .250 .290 $375,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 37
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600066151 REED 10759 WYSTONE AVE NORTHRIDGE CA 91326 $256,044.79
600066152 LEBARON JR II 804 CALLE LAGASCA CHULA VISTA CA 91910 $247,737.83
600066153 MIZRAHI 9709 CRESTA DR LOS ANGELES CA 90035 $316,287.63
600066154 KOVACS 2136 WALES DR ENCINITAS CA 92007 $270,000.00
600067192 Ross 116 18TH STREET HUNTINGTON BEAC CA 92648 $306,000.00
600067193 Schumacher 624 SIERRA STREET EL SEGUNDO CA 90045 $472,000.00
600067194 Curdes 633 2ND STREET HERMOSA BEACH CA 90254 $280,000.00
600067195 Colletta 1147 FLAMINGO STREET GLENDORA CA 91741 $275,000.00
600067196 Hildebrandt 272 CRESTVIEW AVENUE MARTINEZ CA 94553 $219,000.00
600067197 Kovaric 8341 GEORGETOWN AVENU LOS ANGELES CA 90045 $231,000.00
600067198 Jacobsen 28953 CRESTRIDGE ROAD RANCHO PALOS VE CA 90275 $360,000.00
600067199 Mucci 348 OXFORD DRIVE ARCADIA CA 91007 $315,000.00
600067200 Richardson 3540 RIDGEFORD DRIVE WESTLAKE VILLAG CA 91361 $364,767.25
600067201 Morov 118 STRAND STREET SANTA MONICA CA 90405 $256,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600066151 REED 8.500 .250 8.250 .0400 8.210 05/01/2027
600066152 LEBARON JR II 8.125 .250 7.875 .0400 7.835 05/01/2027
600066153 MIZRAHI 8.000 .250 7.750 .0400 7.710 05/01/2027
600066154 KOVACS 8.375 .250 8.125 .0400 8.085 06/01/2027
600067192 Ross 7.750 .250 7.500 .0400 7.460 06/01/2027
600067193 Schumacher 7.875 .250 7.625 .0400 7.585 06/01/2027
600067194 Curdes 7.750 .250 7.500 .0400 7.460 06/01/2027
600067195 Colletta 8.250 .250 8.000 .0400 7.960 06/01/2027
600067196 Hildebrandt 7.875 .250 7.625 .0400 7.585 06/01/2027
600067197 Kovaric 7.875 .250 7.625 .0400 7.585 06/01/2027
600067198 Jacobsen 7.875 .250 7.625 .0400 7.585 06/01/2027
600067199 Mucci 7.875 .250 7.625 .0400 7.585 06/01/2027
600067200 Richardson 8.250 .250 8.000 .0400 7.960 05/01/2027
600067201 Morov 8.000 .250 7.750 .0400 7.710 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600066151 REED 4209193 $1,969.96 12 06/01/1997 360
600066152 LEBARON JR II 4209342 $1,840.66 06/01/1997 360
600066153 MIZRAHI 4211728 $2,322.37 06/01/1997 360
600066154 KOVACS 4220687 $2,052.20 06/01/1997 360
600067192 Ross 4120275 $2,192.23 06/01/1997 360
600067193 Schumacher 4133237 $3,422.33 06/01/1997 360
600067194 Curdes 4146734 $2,005.96 06/01/1997 360
600067195 Colletta 4149902 $2,065.99 06/01/1997 360
600067196 Hildebrandt 4164687 $1,587.91 06/01/1997 360
600067197 Kovaric 4167003 $1,674.92 06/01/1997 360
600067198 Jacobsen 4170312 $2,610.25 06/01/1997 360
600067199 Mucci 4171823 $2,283.97 06/01/1997 360
600067200 Richardson 4171856 $2,742.13 06/01/1997 360
600067201 Morov 4174033 $1,878.44 06/01/1997 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>
600066151 REED .00 .00 .00 .000 .250 .290 $269,750.00 N
600066152 LEBARON JR II .00 .00 .00 .000 .250 .290 $309,900.00 N
600066153 MIZRAHI .00 .00 .00 .000 .250 .290 $420,000.00 N
600066154 KOVACS .00 .00 .00 .000 .250 .290 $360,000.00 N
600067192 Ross $382,500.00 N
600067193 Schumacher $590,000.00 N
600067194 Curdes $350,000.00 N
600067195 Colletta $450,000.00 N
600067196 Hildebrandt $273,818.00 N
600067197 Kovaric $300,000.00 N
600067198 Jacobsen $630,000.00 N
600067199 Mucci $420,000.00 N
600067200 Richardson $515,000.00 N
600067201 Morov $320,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 38
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067202 Powell 233 YALE AVENUE KENSINGTON CA 94708 $306,000.00
600067203 Dains 2889 ADELINE DRIVE BURLINGAME CA 94010 $412,500.00
600067204 Pacheco 4048 MARBLEHEAD COURT SAN RAMON CA 94583 $340,000.00
600067206 Lambesis 4552 VISTA DE LA TIER DEL MAR CA 92014 $560,000.00
600067207 Ramos 363 AVENIDA DE ROYALE THOUSAND OAKS CA 91362 $225,150.00
600067208 Ruchman 351 AVENIDA DE ROYALE THOUSAND OAKS CA 91362 $231,250.00
600067209 Parsanian 1447 ARDMORE AVENUE GLENDALE CA 91202 $230,800.00
600067210 Van Eeghen 493 HILLGREEN DRIVE BEVERLY HILLS CA 90212 $408,000.00
600067212 Tomkins 2015 DIANA LANE NEWPORT BEACH CA 92660 $293,200.00
600067213 Bamman 17571 SOUTHEAST 56TH BELLEVUE WA 98006 $260,000.00
600067214 Donato 261 NORTH BARFIELD DR MARCO ISLAND FL 34145 $346,500.00
600067215 Kott 4843 ALMONDWOOD WAY SAN DIEGO CA 92130 $283,900.00
600067216 Andreani 5809 BRIARTREE DRIVE LA CANADA-FLINT CA 91011 $368,000.00
600067218 Chupack 21 QUARTERDECK NO. A LOS ANGELES CA 90292 $532,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067202 Powell 8.250 .250 8.000 .0400 7.960 06/01/2027
600067203 Dains 8.250 .250 8.000 .0400 7.960 06/01/2027
600067204 Pacheco 8.000 .250 7.750 .0400 7.710 06/01/2027
600067206 Lambesis 8.000 .250 7.750 .0400 7.710 06/01/2027
600067207 Ramos 8.250 .250 8.000 .0400 7.960 06/01/2027
600067208 Ruchman 8.250 .250 8.000 .0400 7.960 06/01/2027
600067209 Parsanian 8.500 .250 8.250 .0400 8.210 06/01/2027
600067210 Van Eeghen 8.000 .250 7.750 .0400 7.710 06/01/2027
600067212 Tomkins 7.750 .250 7.500 .0400 7.460 06/01/2027
600067213 Bamman 7.750 .250 7.500 .0400 7.460 06/01/2027
600067214 Donato 8.125 .250 7.875 .0400 7.835 06/01/2027
600067215 Kott 8.250 .250 8.000 .0400 7.960 06/01/2027
600067216 Andreani 8.375 .250 8.125 .0400 8.085 06/01/2027
600067218 Chupack 8.125 .250 7.875 .0400 7.835 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067202 Powell 4174124 $2,298.88 06/01/1997 360
600067203 Dains 4174215 $3,098.98 06/01/1997 360
600067204 Pacheco 4175147 $2,494.80 06/01/1997 360
600067206 Lambesis 4177515 $4,109.09 06/01/1997 360
600067207 Ramos 4177630 $1,691.48 12 06/01/1997 360
600067208 Ruchman 4177663 $1,737.31 12 06/01/1997 360
600067209 Parsanian 4177929 $1,774.66 06/01/1997 360
600067210 Van Eeghen 4178182 $2,993.76 06/01/1997 360
600067212 Tomkins 4179685 $2,100.53 06/01/1997 360
600067213 Bamman 4180360 $1,862.68 06/01/1997 360
600067214 Donato 4180386 $2,572.76 7 06/01/1997 360
600067215 Kott 4181004 $2,132.85 06/01/1997 360
600067216 Andreani 4181772 $2,797.07 06/01/1997 360
600067218 Chupack 4183869 $3,950.09 06/01/1997 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>
600067202 Powell $382,500.00 N
600067203 Dains $550,000.00 N
600067204 Pacheco $510,000.00 N
600067206 Lambesis $700,000.00 N
600067207 Ramos $237,000.00 N
600067208 Ruchman $256,950.00 N
600067209 Parsanian $288,500.00 N
600067210 Van Eeghen $510,000.00 N
600067212 Tomkins $366,500.00 N
600067213 Bamman $420,000.00 N
600067214 Donato $385,000.00 N
600067215 Kott $354,899.00 N
600067216 Andreani $460,000.00 N
600067218 Chupack $665,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 39
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067219 Vellutini 11500 SAN VICENTE BLV LOS ANGELES CA 90049 $339,783.19
600067220 Wright 3761 GOODLAND AVENUE LOS ANGELES CA 91604 $343,350.00
600067221 Pellegrini 4615 SAN FELICIANO DR LOS ANGELES CA 91364 $267,500.00
600067222 Freeman 2494 HENRY AVENUE PINOLE CA 94564 $268,000.00
600067223 Isaksen 5 TRADEWIND PASSAGE CORTE MADERA CA 94925 $280,000.00
600067224 Lin 6793 ALTAMOR DRIVE LOS ANGELES CA 90045 $559,564.64
600067225 Yang 13730 BAYLISS ROAD LOS ANGELES CA 90049 $476,000.00
600067226 Pinto 19335 PEACHTREE CIRCL HUNTINGTON BEAC CA 92648 $227,050.00
600067227 Mugnier 528 CUESTA DRIVE APTOS CA 95003 $291,804.07
600067228 Ables 16028 33RD AVENUE SOU MILL CREEK WA 98012 $324,200.00
600067230 Edward 186 CIRCLE DRIVE WALNUT CREEK CA 94595 $224,000.00
600067231 Driscoll 6132 PASADENA POINT D GULFPORT FL 33707 $265,900.00
600067232 Edmonds 11251 ZELZAH AVENUE LOS ANGELES CA 91344 $228,000.00
600067233 Berke 122 NORTH KILKEA DRIV LOS ANGELES CA 90048 $323,803.72
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067219 Vellutini 8.000 .250 7.750 .0400 7.710 05/01/2027
600067220 Wright 8.125 .250 7.875 .0400 7.835 06/01/2027
600067221 Pellegrini 8.500 .250 8.250 .0400 8.210 06/01/2027
600067222 Freeman 8.125 .250 7.875 .0400 7.835 06/01/2027
600067223 Isaksen 8.000 .250 7.750 .0400 7.710 06/01/2027
600067224 Lin 7.875 .250 7.625 .0400 7.585 05/01/2027
600067225 Yang 8.125 .250 7.875 .0400 7.835 06/01/2027
600067226 Pinto 8.250 .250 8.000 .0400 7.960 06/01/2027
600067227 Mugnier 8.000 .250 7.750 .0400 7.710 05/01/2027
600067228 Ables 8.250 .250 8.000 .0400 7.960 06/01/2027
600067230 Edward 8.000 .250 7.750 .0400 7.710 06/01/2027
600067231 Driscoll 8.125 .250 7.875 .0400 7.835 06/01/2027
600067232 Edmonds 7.875 .250 7.625 .0400 7.585 06/01/2027
600067233 Berke 8.500 .250 8.250 .0400 8.210 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067219 Vellutini 4184123 $2,494.80 06/01/1997 360
600067220 Wright 4184263 $2,549.37 12 06/01/1997 360
600067221 Pellegrini 4184537 $2,056.85 14 06/01/1997 360
600067222 Freeman 4185294 $1,989.90 06/01/1997 360
600067223 Isaksen 4186664 $2,054.55 06/01/1997 360
600067224 Lin 4186862 $4,060.03 06/01/1997 360
600067225 Yang 4187779 $3,534.29 06/01/1997 360
600067226 Pinto 4187829 $1,705.76 06/01/1997 360
600067227 Mugnier 4188587 $2,142.60 06/01/1997 360
600067228 Ables 4188793 $2,435.61 06/01/1997 360
600067230 Edward 4188983 $1,643.64 06/01/1997 360
600067231 Driscoll 4189288 $1,974.31 06/01/1997 360
600067232 Edmonds 4191359 $1,653.16 06/01/1997 360
600067233 Berke 4191672 $2,491.28 06/01/1997 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>
600067219 Vellutini $485,000.00 N
600067220 Wright $381,500.00 N
600067221 Pellegrini $297,500.00 N
600067222 Freeman $335,000.00 N
600067223 Isaksen $350,000.00 N
600067224 Lin $699,988.00 N
600067225 Yang $595,000.00 N
600067226 Pinto $300,000.00 N
600067227 Mugnier $365,000.00 N
600067228 Ables $405,250.00 N
600067230 Edward $280,000.00 N
600067231 Driscoll $335,000.00 N
600067232 Edmonds $285,000.00 N
600067233 Berke $405,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 40
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067234 Tsung 18823 ALDRIDGE PLACE ROWLAND HEIGHTS CA 91748 $322,000.00
600067235 Murray 153 ROBINHOOD DRIVE SAN RAFAEL CA 94901 $255,000.00
600067236 Merlihan 5340 VIA SEVILLA YORBA LINDA CA 92887 $288,900.00
600067237 Berlin 7413 MCCOOL AVENUE LOS ANGELES CA 90045 $301,200.00
600067238 Zinser 22630 DRAILLE DRIVE TORRANCE CA 90505 $272,000.00
600067239 Guthals 918 RANCHO ROAD THOUSAND OAKS CA 91362 $283,600.00
600067240 Roche 1856 SAN ANTONIO AVEN BERKELEY CA 94707 $428,000.00
600067242 Herr 595 TEREDO DRIVE REDWOOD CITY CA 94061 $359,200.00
600067243 Campos 2075 SUTTER STREET, U SAN FRANCISCO CA 94115 $224,000.00
600067244 Dardick 3566 ADAMSVILLE AVENU CALABASAS CA 91302 $304,000.00
600067245 Fegan 268 KNIGHT DRIVE SAN RAFAEL CA 94901 $325,000.00
600067246 Charlton 632 19TH STREET MANHATTAN BEACH CA 90266 $452,000.00
600067247 Ivanhoe 16401 AKRON STREET LOS ANGELES CA 90272 $325,000.00
600067248 Cohen 455 NICHOLAS LANE SANTA BARBARA CA 93108 $649,900.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067234 Tsung 8.000 .250 7.750 .0400 7.710 06/01/2027
600067235 Murray 7.875 .250 7.625 .0400 7.585 06/01/2027
600067236 Merlihan 7.875 .250 7.625 .0400 7.585 06/01/2027
600067237 Berlin 8.000 .250 7.750 .0400 7.710 06/01/2027
600067238 Zinser 8.125 .250 7.875 .0400 7.835 06/01/2027
600067239 Guthals 8.250 .250 8.000 .0400 7.960 06/01/2027
600067240 Roche 8.000 .250 7.750 .0400 7.710 06/01/2027
600067242 Herr 8.250 .250 8.000 .0400 7.960 06/01/2027
600067243 Campos 8.000 .250 7.750 .0400 7.710 06/01/2027
600067244 Dardick 8.125 .250 7.875 .0400 7.835 06/01/2027
600067245 Fegan 7.750 .250 7.500 .0400 7.460 06/01/2027
600067246 Charlton 8.000 .250 7.750 .0400 7.710 06/01/2027
600067247 Ivanhoe 8.375 .250 8.125 .0400 8.085 06/01/2027
600067248 Cohen 8.375 .250 8.125 .0400 8.085 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067234 Tsung 4192217 $2,362.73 06/01/1997 360
600067235 Murray 4192332 $1,848.93 06/01/1997 360
600067236 Merlihan 4192340 $2,094.73 3 06/01/1997 360
600067237 Berlin 4192589 $2,210.10 06/01/1997 360
600067238 Zinser 4193504 $2,019.60 06/01/1997 360
600067239 Guthals 4195012 $2,130.60 06/01/1997 360
600067240 Roche 4195863 $3,140.52 06/01/1997 360
600067242 Herr 4197299 $2,698.56 06/01/1997 360
600067243 Campos 4197794 $1,643.64 06/01/1997 360
600067244 Dardick 4198800 $2,257.20 06/01/1997 360
600067245 Fegan 4198917 $2,328.35 06/01/1997 360
600067246 Charlton 4198982 $3,316.62 06/01/1997 360
600067247 Ivanhoe 4199675 $2,470.24 06/01/1997 360
600067248 Cohen 4199923 $4,939.71 06/01/1997 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>
600067234 Tsung $402,900.00 N
600067235 Murray $395,000.00 N
600067236 Merlihan $321,000.00 N
600067237 Berlin $376,500.00 N
600067238 Zinser $340,000.00 N
600067239 Guthals $354,500.00 N
600067240 Roche $535,000.00 N
600067242 Herr $449,000.00 N
600067243 Campos $280,000.00 N
600067244 Dardick $380,000.00 N
600067245 Fegan $425,000.00 N
600067246 Charlton $565,000.00 N
600067247 Ivanhoe $585,000.00 N
600067248 Cohen $813,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 41
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067249 Cullum 2900 VALMERE DRIVE MALIBU CA 90265 $510,000.00
600067250 Yuen 4 WATERSIDE CIRCLE REDWOOD CITY CA 94065 $392,000.00
600067251 Weisberg 230 FERNDALE WAY REDWOOD CITY CA 94062 $350,000.00
600067252 Jacobson 12530 WOLF RUN GLEN ELLEN CA 95442 $532,000.00
600067253 Samchisen 4093 LITTLE HOLLOW PL MOORPARK CA 93021 $280,250.00
600067254 Kosic 36044 PLUMERIA WAY FREMONT CA 94536 $288,000.00
600067255 Barker 10034 NORTHEAST KNIGH BAINBRIDGE ISLA WA 98110 $325,000.00
600067256 Lord 837 OCEAN AVENUE NO. SANTA MONICA CA 90403 $278,000.00
600067257 Coleman 618 EAST DESERT CANYO BREA CA 92821 $300,000.00
600067258 Jansson 3715 COUNTRY CLUB DRI REDWOOD CITY CA 94061 $368,000.00
600067259 Vicelja 1916 VIA SOLANO LOMITA CA 90717 $275,819.45
600067260 Barbic 55 BENTON AVENUE SAN FRANCISCO CA 94112 $263,500.00
600067261 Morales 1722 BUCKINGHAM ROAD LOS ANGELES CA 90019 $324,000.00
600067262 Blumenfeld 1108 SERENA WAY SAN MARCOS CA 92069 $257,550.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067249 Cullum 7.875 .250 7.625 .0400 7.585 06/01/2027
600067250 Yuen 8.375 .250 8.125 .0400 8.085 06/01/2027
600067251 Weisberg 8.000 .250 7.750 .0400 7.710 06/01/2027
600067252 Jacobson 8.000 .250 7.750 .0400 7.710 06/01/2027
600067253 Samchisen 8.125 .250 7.875 .0400 7.835 06/01/2027
600067254 Kosic 8.125 .250 7.875 .0400 7.835 06/01/2027
600067255 Barker 8.000 .250 7.750 .0400 7.710 06/01/2027
600067256 Lord 8.250 .250 8.000 .0400 7.960 06/01/2027
600067257 Coleman 8.000 .250 7.750 .0400 7.710 06/01/2027
600067258 Jansson 7.875 .250 7.625 .0400 7.585 06/01/2027
600067259 Vicelja 8.125 .250 7.875 .0400 7.835 05/01/2027
600067260 Barbic 8.375 .250 8.125 .0400 8.085 06/01/2027
600067261 Morales 8.125 .250 7.875 .0400 7.835 06/01/2027
600067262 Blumenfeld 8.375 .250 8.125 .0400 8.085 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067249 Cullum 4199998 $3,697.86 06/01/1997 360
600067250 Yuen 4200408 $2,979.49 06/01/1997 360
600067251 Weisberg 4200903 $2,568.18 06/01/1997 360
600067252 Jacobson 4200937 $3,903.63 06/01/1997 360
600067253 Samchisen 4201836 $2,080.85 14 06/01/1997 360
600067254 Kosic 4202032 $2,138.40 06/01/1997 360
600067255 Barker 4202206 $2,384.74 06/01/1997 360
600067256 Lord 4202412 $2,088.53 12 06/01/1997 360
600067257 Coleman 4202420 $2,201.30 06/01/1997 360
600067258 Jansson 4203188 $2,668.26 3 06/01/1997 360
600067259 Vicelja 4203717 $2,049.30 06/01/1997 360
600067260 Barbic 4204798 $2,002.80 12 06/01/1997 360
600067261 Morales 4204954 $2,405.70 12 06/01/1997 360
600067262 Blumenfeld 4205217 $1,957.57 14 06/01/1997 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>
600067249 Cullum $1,300,000.00 N
600067250 Yuen $490,000.00 N
600067251 Weisberg $579,000.00 N
600067252 Jacobson $804,000.00 N
600067253 Samchisen $295,000.00 N
600067254 Kosic $360,000.00 N
600067255 Barker $518,000.00 N
600067256 Lord $347,500.00 N
600067257 Coleman $430,000.00 N
600067258 Jansson $410,000.00 N
600067259 Vicelja $345,000.00 N
600067260 Barbic $310,000.00 N
600067261 Morales $360,000.00 N
600067262 Blumenfeld $286,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 42
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067264 Cvitan 6556 ZUMIREZ DRIVE MALIBU CA 90265 $636,000.00
600067265 Auzers 1970 MIDWICK DR ALTADENA CA 91001 $350,000.00
600067266 Hall Jr 2369 VILLANDRY COURT HENDERSON NV 89014 $649,500.00
600067267 Shepard 7910 NARDIAN WAY LOS ANGELES CA 90045 $247,200.00
600067268 Kazan 7200 WHITEHALL LANE LOS ANGELES CA 91304 $356,100.00
600067269 Sarti 7136 MELINDA LANE LA VERNE CA 91750 $354,424.97
600067270 Millikan 321 NORTH LAUREL AVEN LOS ANGELES CA 90048 $324,800.00
600067271 Morrison 28000 PALOS VERDES DR RANCHO PALOS VE CA 90275 $552,000.00
600067272 Welch 3330 CANADA ROAD GILROY CA 95020 $313,000.00
600067273 Herfert 2876 WAKEFIELD DRIVE BELMONT CA 94002 $480,800.00
600067274 Oyama 13566 SOUTHWOOD COURT LAKE OSWEGO OR 97035 $311,600.00
600067275 Cadman 5 RIDGE CREST LAGUNA HILLS CA 92656 $224,675.00
600067276 Simone 25456 MODOC COURT HAYWARD CA 94542 $245,100.00
600067278 Croshal 2946 VELVET WAY WALNUT CREEK CA 94596 $260,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067264 Cvitan 8.500 .250 8.250 .0400 8.210 06/01/2027
600067265 Auzers 8.000 .250 7.750 .0400 7.710 06/01/2027
600067266 Hall Jr 8.500 .250 8.250 .0400 8.210 06/01/2027
600067267 Shepard 8.375 .250 8.125 .0400 8.085 06/01/2027
600067268 Kazan 8.000 .250 7.750 .0400 7.710 06/01/2027
600067269 Sarti 8.250 .250 8.000 .0400 7.960 06/01/2027
600067270 Millikan 8.500 .250 8.250 .0400 8.210 06/01/2027
600067271 Morrison 8.125 .250 7.875 .0400 7.835 06/01/2027
600067272 Welch 8.500 .250 8.250 .0400 8.210 06/01/2027
600067273 Herfert 7.875 .250 7.625 .0400 7.585 06/01/2027
600067274 Oyama 8.250 .250 8.000 .0400 7.960 06/01/2027
600067275 Cadman 8.125 .250 7.875 .0400 7.835 06/01/2027
600067276 Simone 8.125 .250 7.875 .0400 7.835 06/01/2027
600067278 Croshal 7.500 .250 7.250 .0400 7.210 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067264 Cvitan 4205548 $4,890.29 06/01/1997 360
600067265 Auzers 4206124 $2,568.18 06/01/1997 360
600067266 Hall Jr 4206868 $4,994.10 06/01/1997 360
600067267 Shepard 4207700 $1,878.90 12 06/01/1997 360
600067268 Kazan 4208013 $2,612.94 06/01/1997 360
600067269 Sarti 4208575 $2,674.51 06/01/1997 360
600067270 Millikan 4208849 $2,497.44 06/01/1997 360
600067271 Morrison 4208914 $4,098.59 06/01/1997 360
600067272 Welch 4209037 $2,406.70 7 06/01/1997 360
600067273 Herfert 4210076 $3,486.14 06/01/1997 360
600067274 Oyama 4210167 $2,340.95 06/01/1997 360
600067275 Cadman 4210241 $1,668.21 19 06/01/1997 360
600067276 Simone 4210712 $1,819.87 06/01/1997 360
600067278 Croshal 4210951 $1,817.96 06/01/1997 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>
600067264 Cvitan $795,000.00 N
600067265 Auzers $485,000.00 N
600067266 Hall Jr $880,000.00 N
600067267 Shepard $275,000.00 N
600067268 Kazan $474,800.00 N
600067269 Sarti $470,000.00 N
600067270 Millikan $406,000.00 N
600067271 Morrison $690,000.00 N
600067272 Welch $375,000.00 N
600067273 Herfert $601,000.00 N
600067274 Oyama $389,500.00 N
600067275 Cadman $236,500.00 N
600067276 Simone $306,400.00 N
600067278 Croshal $345,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 43
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067279 Rosen 1594 MICHAEL LANE LOS ANGELES CA 90272 $312,800.00
600067280 Hymes 894 CRATER OAK DRIVE CALABASAS CA 91302 $300,000.00
600067281 Sutphen 630 THIRTY-SEVENTH AV SANTA CRUZ CA 95062 $239,200.00
600067282 Benoit 5238 SALISBURY DRIVE NEWARK CA 94560 $241,000.00
600067283 Miller III 105 JOSE LANE MARTINEZ CA 94533 $300,000.00
600067284 Hummel 649 CRESTON ROAD BERKELEY CA 94708 $468,000.00
600067285 Moser 2252 FEATHERHILL ROAD SANTA BARBARA CA 93108 $400,000.00
600067286 Boots 11085 HISKEY LANE TUSTIN CA 92782 $293,350.00
600067287 Silva 5217 CANGAS DRIVE CALABASAS CA 91301 $222,400.00
600067288 Yarbrough 122 W DONNICK AVENUE THOUSAND OAKS CA 91360 $240,300.00
600067289 Ohkubo 28431 PLAINFIELD DRIV RANCHO PALOS VE CA 90275 $340,000.00
600067290 Casao 5224 MARICOPA STREET TORRANCE CA 90503 $226,000.00
600067292 Bastian 5454 VILLAWOOD CIRCLE CALABASAS AREA CA 91302 $649,950.00
600067293 Azevedo 3 MONTEIRA LANE MARTINEZ CA 94553 $250,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067279 Rosen 8.250 .250 8.000 .0400 7.960 06/01/2027
600067280 Hymes 8.500 .250 8.250 .0400 8.210 06/01/2027
600067281 Sutphen 8.000 .250 7.750 .0400 7.710 06/01/2027
600067282 Benoit 8.500 .250 8.250 .0400 8.210 06/01/2027
600067283 Miller III 8.125 .250 7.875 .0400 7.835 06/01/2027
600067284 Hummel 8.250 .250 8.000 .0400 7.960 06/01/2027
600067285 Moser 8.500 .250 8.250 .0400 8.210 06/01/2027
600067286 Boots 8.375 .250 8.125 .0400 8.085 06/01/2027
600067287 Silva 8.125 .250 7.875 .0400 7.835 06/01/2027
600067288 Yarbrough 8.125 .250 7.875 .0400 7.835 06/01/2027
600067289 Ohkubo 8.000 .250 7.750 .0400 7.710 06/01/2027
600067290 Casao 7.875 .250 7.625 .0400 7.585 06/01/2027
600067292 Bastian 8.250 .250 8.000 .0400 7.960 06/01/2027
600067293 Azevedo 8.000 .250 7.750 .0400 7.710 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067279 Rosen 4211157 $2,349.97 06/01/1997 360
600067280 Hymes 4212460 $2,306.75 06/01/1997 360
600067281 Sutphen 4212684 $1,755.17 06/01/1997 360
600067282 Benoit 4213419 $1,853.09 2 06/01/1997 360
600067283 Miller III 4213450 $2,227.50 06/01/1997 360
600067284 Hummel 4213559 $3,515.93 06/01/1997 360
600067285 Moser 4213625 $3,075.66 06/01/1997 360
600067286 Boots 4213914 $2,229.68 19 06/01/1997 360
600067287 Silva 4213930 $1,651.32 06/01/1997 360
600067288 Yarbrough 4213948 $1,784.23 12 06/01/1997 360
600067289 Ohkubo 4214813 $2,494.80 06/01/1997 360
600067290 Casao 4215174 $1,638.66 06/01/1997 360
600067292 Bastian 4215273 $4,882.86 06/01/1997 360
600067293 Azevedo 4215315 $1,834.42 06/01/1997 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>
600067279 Rosen $391,000.00 N
600067280 Hymes $375,000.00 N
600067281 Sutphen $299,000.00 N
600067282 Benoit $268,000.00 N
600067283 Miller III $380,000.00 N
600067284 Hummel $585,000.00 N
600067285 Moser $900,000.00 N
600067286 Boots $325,990.00 N
600067287 Silva $278,000.00 N
600067288 Yarbrough $267,000.00 N
600067289 Ohkubo $540,000.00 N
600067290 Casao $282,500.00 N
600067292 Bastian $850,000.00 N
600067293 Azevedo $330,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 44
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067294 Doolittle 5721 EVENING WAY SANTA ROSA CA 95409 $238,800.00
600067295 Stapp 1026 EAST HOWARD STRE PASADENA CA 91104 $221,200.00
600067296 Lodato 1145 WEBSTER STREET PALO ALTO CA 94301 $225,000.00
600067297 Neitlich 14 BEVERLY WAY SAN ANSELMO CA 94960 $280,000.00
600067298 Delahay 2853 CONGRESS ROAD PEBBLE BEACH CA 93953 $234,000.00
600067299 Irvine 4509 CANDLEBERRY AVEN SEAL BEACH CA 90740 $265,500.00
600067300 Fernandez 1240 KEATS STREET MANHATTAN BEACH CA 90266 $392,000.00
600067302 Herring 1208 RIPPEY STREET EL CAJON CA 92020 $260,000.00
600067303 Siegel 833 NORTH SPAULDING A LOS ANGELES CA 90046 $257,600.00
600067304 Gauch 156 DAISYFIELD DRIVE LIVERMORE CA 94550 $270,750.00
600067305 Farinell 3379 AVENIDA NIEVE CARLSBAD CA 92009 $308,000.00
600067306 Johnson 170 PICKERING PLACE WALNUT CREEK CA 94598 $242,000.00
600067307 Venturina 1778 COUNTRY OAKS LAN THOUSAND OAKS CA 91362 $310,000.00
600067308 Eidsmo 28-D SYLVAN WAY MONTEREY CA 93940 $402,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067294 Doolittle 7.750 .250 7.500 .0400 7.460 06/01/2027
600067295 Stapp 7.875 .250 7.625 .0400 7.585 06/01/2027
600067296 Lodato 7.875 .250 7.625 .0400 7.585 06/01/2027
600067297 Neitlich 7.875 .250 7.625 .0400 7.585 06/01/2027
600067298 Delahay 7.875 .250 7.625 .0400 7.585 06/01/2027
600067299 Irvine 8.625 .250 8.375 .0400 8.335 06/01/2027
600067300 Fernandez 8.125 .250 7.875 .0400 7.835 06/01/2027
600067302 Herring 8.000 .250 7.750 .0400 7.710 06/01/2027
600067303 Siegel 7.875 .250 7.625 .0400 7.585 06/01/2027
600067304 Gauch 9.250 .250 9.000 .0400 8.960 06/01/2027
600067305 Farinell 8.250 .250 8.000 .0400 7.960 06/01/2027
600067306 Johnson 8.500 .250 8.250 .0400 8.210 06/01/2027
600067307 Venturina 8.250 .250 8.000 .0400 7.960 06/01/2027
600067308 Eidsmo 7.875 .250 7.625 .0400 7.585 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067294 Doolittle 4215471 $1,710.80 06/01/1997 360
600067295 Stapp 4216297 $1,603.86 06/01/1997 360
600067296 Lodato 4216685 $1,631.41 06/01/1997 360
600067297 Neitlich 4216727 $2,030.20 06/01/1997 360
600067298 Delahay 4216750 $1,696.67 06/01/1997 360
600067299 Irvine 4217113 $2,065.04 7 06/01/1997 360
600067300 Fernandez 4217733 $2,910.59 06/01/1997 360
600067302 Herring 4217832 $1,907.79 06/01/1997 360
600067303 Siegel 4217949 $1,867.78 06/01/1997 360
600067304 Gauch 4218293 $2,227.40 1 06/01/1997 360
600067305 Farinell 4218970 $2,313.91 06/01/1997 360
600067306 Johnson 4218988 $1,860.78 06/01/1997 360
600067307 Venturina 4219218 $2,328.93 19 06/01/1997 360
600067308 Eidsmo 4219515 $2,914.78 06/01/1997 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>
600067294 Doolittle $298,500.00 N
600067295 Stapp $276,500.00 N
600067296 Lodato $530,000.00 N
600067297 Neitlich $355,000.00 N
600067298 Delahay $425,000.00 N
600067299 Irvine $295,000.00 N
600067300 Fernandez $490,000.00 N
600067302 Herring $325,000.00 N
600067303 Siegel $322,000.00 N
600067304 Gauch $285,000.00 N
600067305 Farinell $385,000.00 N
600067306 Johnson $317,000.00 N
600067307 Venturina $375,000.00 N
600067308 Eidsmo $502,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 45
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067309 Bien 23 PALOMINO ROAD NOVATO CA 94947 $270,000.00
600067310 Williams 3826 PALOMAR DRIVE FALLBROOK CA 92028 $253,000.00
600067311 Walkowiak 1054 LEO WAY OAKLAND CA 94611 $315,000.00
600067312 Ericson 27 SPRING ROAD LAGUNITAS CA 94938 $304,000.00
600067313 Cromartie 1056 MICHIGAN AVENUE SAN JOSE CA 95125 $552,000.00
600067314 Rhea 1041 S. DANIEL WAY SAN JOSE CA 95128 $257,500.00
600067315 Westphal 189 VIA LANTANA APTOS CA 95003 $344,000.00
600067316 Rinzler 21108 BANLYNN COURT TOPANGA CANYON CA 90290 $424,800.00
600067317 Negi 2330 CYPRESS CIRCLE D LOMITA CA 90717 $280,000.00
600067318 Baumgartner 595 CALLE DE LA SIERR EL CAJON CA 92109 $250,000.00
600067319 Stowe 626 CAMBRIDGE AVENUE SAN MATEO CA 94025 $232,000.00
600067320 Hehr 1292 MELLOW LANE SIMI VALLEY CA 93065 $240,000.00
600067321 Derouin 7710 SKYHILL DRIVE LOS ANGELES CA 90068 $300,000.00
600067322 Venos 1941 ALAMEDA DIABLO DIABLO CA 94528 $446,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067309 Bien 8.000 .250 7.750 .0400 7.710 06/01/2027
600067310 Williams 8.375 .250 8.125 .0400 8.085 06/01/2027
600067311 Walkowiak 8.625 .250 8.375 .0400 8.335 06/01/2027
600067312 Ericson 7.875 .250 7.625 .0400 7.585 06/01/2027
600067313 Cromartie 7.875 .250 7.625 .0400 7.585 06/01/2027
600067314 Rhea 8.125 .250 7.875 .0400 7.835 06/01/2027
600067315 Westphal 8.125 .250 7.875 .0400 7.835 06/01/2027
600067316 Rinzler 8.000 .250 7.750 .0400 7.710 06/01/2027
600067317 Negi 7.750 .250 7.500 .0400 7.460 06/01/2027
600067318 Baumgartner 8.000 .250 7.750 .0400 7.710 06/01/2027
600067319 Stowe 7.750 .250 7.500 .0400 7.460 06/01/2027
600067320 Hehr 8.250 .250 8.000 .0400 7.960 06/01/2027
600067321 Derouin 8.375 .250 8.125 .0400 8.085 06/01/2027
600067322 Venos 8.375 .250 8.125 .0400 8.085 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067309 Bien 4220877 $1,981.17 06/01/1997 360
600067310 Williams 4221081 $1,922.99 06/01/1997 360
600067311 Walkowiak 4222121 $2,450.04 3 06/01/1997 360
600067312 Ericson 4222865 $2,204.22 06/01/1997 360
600067313 Cromartie 4223160 $4,002.39 06/01/1997 360
600067314 Rhea 4223236 $1,911.94 06/01/1997 360
600067315 Westphal 4223566 $2,554.20 06/01/1997 360
600067316 Rinzler 4223764 $3,117.04 06/01/1997 360
600067317 Negi 4223897 $2,005.96 06/01/1997 360
600067318 Baumgartner 4224523 $1,834.42 06/01/1997 360
600067319 Stowe 4225298 $1,662.08 06/01/1997 360
600067320 Hehr 4225645 $1,803.04 06/01/1997 360
600067321 Derouin 4225728 $2,280.22 7 06/01/1997 360
600067322 Venos 4225827 $3,389.93 06/01/1997 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>
600067309 Bien $485,000.00 N
600067310 Williams $330,000.00 N
600067311 Walkowiak $350,000.00 N
600067312 Ericson $380,000.00 N
600067313 Cromartie $690,000.00 N
600067314 Rhea $325,000.00 N
600067315 Westphal $430,000.00 N
600067316 Rinzler $531,000.00 N
600067317 Negi $350,000.00 N
600067318 Baumgartner $580,000.00 N
600067319 Stowe $290,000.00 N
600067320 Hehr $300,000.00 N
600067321 Derouin $335,000.00 N
600067322 Venos $724,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 46
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067323 McCarten-Gibbs 1708 VINE STREET BERKELEY CA 94703 $270,600.00
600067324 Alabanza 110 POSHARD STREET PLEASANT HILL CA 94523 $244,000.00
600067325 Fitzgerald 9845 SILVRETTA DRIVE CYPRESS CA 90630 $230,000.00
600067326 Strom 27400 SOUTHWEST LADD SHERWOOD OR 97140 $395,500.00
600067327 McHugh 21682 IMPALA LANE HUNTINGTON BEAC CA 92646 $228,400.00
600067328 Venorsky 48 RAVEN LANE ALISO VIEJO CA 92656 $228,000.00
600067329 Yaghoobian 4514 PARK CORDERO CALABASAS CA 91302 $300,000.00
600067374 Stafford 2304 OBERLIN STREET PALO ALTO CA 94306 $541,671.85
600067375 Senter 965 KINGSTON AVENUE PIEDMONT CA 94611 $377,066.99
600067376 Golting 96 MAKENA ALANUI ROAD KIHEI HI 96753 $324,614.86
600067377 Parks 155 CHANTICLEER LANE ALAMO CA 94507 $649,032.19
600067378 Miyakawa 583 36TH STREET MANHATTAN BEACH CA 90266 $484,295.71
600067379 Meyers 4159 OLD ADOBE ROAD PALO ALTO CA 94306 $713,037.30
600067380 Lasting 1400 NORTH SPAULDING LOS ANGELES CA 90046 $269,654.48
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067323 McCarten-Gibbs 8.000 .250 7.750 .0400 7.710 06/01/2027
600067324 Alabanza 8.000 .250 7.750 .0400 7.710 06/01/2027
600067325 Fitzgerald 7.875 .250 7.625 .0400 7.585 06/01/2027
600067326 Strom 7.875 .250 7.625 .0400 7.585 06/01/2027
600067327 McHugh 7.875 .250 7.625 .0400 7.585 06/01/2027
600067328 Venorsky 7.875 .250 7.625 .0400 7.585 06/01/2027
600067329 Yaghoobian 8.250 .250 8.000 .0400 7.960 06/01/2027
600067374 Stafford 7.375 .250 7.125 .0400 7.085 04/01/2027
600067375 Senter 7.750 .250 7.500 .0400 7.460 04/01/2027
600067376 Golting 8.625 .250 8.375 .0400 8.335 04/01/2027
600067377 Parks 7.500 .250 7.250 .0400 7.210 04/01/2027
600067378 Miyakawa 7.625 .250 7.375 .0400 7.335 04/01/2027
600067379 Meyers 8.000 .250 7.750 .0400 7.710 04/01/2027
600067380 Lasting 8.250 .250 8.000 .0400 7.960 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067323 McCarten-Gibbs 4225843 $1,985.57 06/01/1997 360
600067324 Alabanza 4226726 $1,790.39 06/01/1997 360
600067325 Fitzgerald 4228052 $1,667.66 06/01/1997 360
600067326 Strom 4228243 $2,867.65 06/01/1997 360
600067327 McHugh 4228417 $1,656.06 06/01/1997 360
600067328 Venorsky 4229415 $1,653.16 06/01/1997 360
600067329 Yaghoobian 4230843 $2,253.80 06/01/1997 360
600067374 Stafford 4140117 $3,746.92 06/01/1997 360
600067375 Senter 4141966 $2,708.04 06/01/1997 360
600067376 Golting 4142717 $2,527.82 06/01/1997 360
600067377 Parks 4142782 $4,544.90 06/01/1997 360
600067378 Miyakawa 4143525 $3,432.80 06/01/1997 360
600067379 Meyers 4146924 $5,246.42 06/01/1997 360
600067380 Lasting 4150488 $2,028.42 06/01/1997 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>
600067323 McCarten-Gibbs $338,250.00 N
600067324 Alabanza $305,000.00 N
600067325 Fitzgerald $325,500.00 N
600067326 Strom $565,000.00 N
600067327 McHugh $285,500.00 N
600067328 Venorsky $285,000.00 N
600067329 Yaghoobian $445,000.00 N
600067374 Stafford $775,000.00 N
600067375 Senter $520,000.00 N
600067376 Golting $695,000.00 N
600067377 Parks $850,000.00 N
600067378 Miyakawa $675,000.00 N
600067379 Meyers $1,200,000.00 N
600067380 Lasting $360,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 47
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067381 Fowler 6070 OCEAN VIEW DRIVE OAKLAND CA 94618 $399,488.11
600067382 Tipp 24950 NORMAN'S WAY CALABASAS CA 91302 $498,538.83
600067383 McGuinness 26802 EASTVALE ROAD PALOS VERDES PE CA 90275 $371,446.11
600067384 LaRue 2018 MANHATTAN BEACH REDONDO BEACH CA 90278 $186,200.00
600067385 Mitchell 712 EVELYN COURT ALAMO CA 94507 $471,900.00
600067387 Garcia 200 CAMINO ENCANTO DANVILLE CA 94526 $278,612.93
600067388 Lozano 643 BEND DRIVE SUNNYVALE CA 94087 $330,326.73
600067389 Motell 655 OCAMPO DRIVE LOS ANGELES CA 90272 $603,594.73
600067390 Reubens 40 INDIAN ROCK COURT SAN ANSELMO CA 94960 $415,410.88
600067391 Alvarado 967 HEATHER LANE SAN LORENZO CA 94580 $220,352.04
600067392 Hart 725 LEONA LANE MOUNTAIN VIEW CA 94040 $274,824.64
600067393 Johnson 11642 BLOSSOMWOOD COU MOORPARK CA 93021 $263,831.65
600067394 Simeon 1274 ELKWOOD DRIVE MILPITAS CA 95035 $228,000.00
600067395 Khambati 2117 BRITTANY CAMARILLO CA 93012 $361,237.63
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067381 Fowler 8.250 .250 8.000 .0400 7.960 04/01/2027
600067382 Tipp 8.000 .250 7.750 .0400 7.710 05/01/2027
600067383 McGuinness 7.500 .250 7.250 .0400 7.210 04/01/2027
600067384 LaRue 7.875 .250 7.625 .0400 7.585 06/01/2027
600067385 Mitchell 8.000 .250 7.750 .0400 7.710 06/01/2027
600067387 Garcia 8.000 .250 7.750 .0400 7.710 05/01/2027
600067388 Lozano 8.250 .250 8.000 .0400 7.960 04/01/2027
600067389 Motell 8.000 .250 7.750 .0400 7.710 05/01/2027
600067390 Reubens 7.750 .250 7.500 .0400 7.460 04/01/2027
600067391 Alvarado 8.000 .250 7.750 .0400 7.710 05/01/2027
600067392 Hart 8.250 .250 8.000 .0400 7.960 05/01/2027
600067393 Johnson 8.250 .250 8.000 .0400 7.960 05/01/2027
600067394 Simeon 8.125 .250 7.875 .0400 7.835 06/01/2027
600067395 Khambati 7.625 .250 7.375 .0400 7.335 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067381 Fowler 4162277 $3,005.07 06/01/1997 360
600067382 Tipp 4162772 $3,687.17 06/01/1997 360
600067383 McGuinness 4165395 $2,601.08 06/01/1997 360
600067384 LaRue 4169355 $1,350.08 12 06/01/1997 360
600067385 Mitchell 4169645 $3,462.64 06/01/1997 360
600067387 Garcia 4171674 $2,045.74 06/01/1997 360
600067388 Lozano 4173464 $2,484.82 06/01/1997 360
600067389 Motell 4179206 $4,431.94 06/01/1997 360
600067390 Reubens 4181376 $2,980.28 06/01/1997 360
600067391 Alvarado 4183422 $1,617.96 12 06/01/1997 360
600067392 Hart 4187530 $2,065.99 06/01/1997 360
600067393 Johnson 4188728 $1,983.35 06/01/1997 360
600067394 Simeon 4188926 $1,692.90 06/01/1997 360
600067395 Khambati 4193587 $2,565.76 06/01/1997 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>
600067381 Fowler $595,000.00 N
600067382 Tipp $628,248.00 N
600067383 McGuinness $465,000.00 N
600067384 LaRue $196,000.00 N
600067385 Mitchell $589,950.00 N
600067387 Garcia $348,500.00 N
600067388 Lozano $441,000.00 N
600067389 Motell $755,000.00 N
600067390 Reubens $520,000.00 N
600067391 Alvarado $247,000.00 N
600067392 Hart $420,000.00 N
600067393 Johnson $330,000.00 N
600067394 Simeon $285,000.00 N
600067395 Khambati $582,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 48
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067396 Colby 131 SPINNAKER MALL LOS ANGELES CA 90292 $649,000.00
600067397 Mooney 12911 HICKORY BRANCH SANTA ANA CA 92705 $213,750.00
600067398 Muhr 50 DEVONSHIRE COURT DANVILLE CA 94526 $334,000.00
600067399 Tseng 21749 PARVIN DRIVE SANTA CLARITA CA 91350 $480,000.00
600067400 Bierbrauer 337 ARAGON BOULEVARD SAN MATEO CA 94402 $395,000.00
600067401 Colton 1769 NOE STREET SAN FRANCISCO CA 94131 $281,250.00
600067402 Wilson 3227 STATE HIGHWAY 12 CALISTOGA CA 94515 $325,000.00
600067403 Scott 1 EL CAMINO REAL BERKELEY CA 94705 $452,000.00
600067405 Eyears 647 TABOR LANE SANTA BARBARA CA 93108 $560,000.00
600067406 Smith 7301 DUNBARTON AVENUE LOS ANGELES CA 90045 $502,104.21
600067407 Montoya 24082 SPRIG STREET MISSION VIEJO CA 92691 $142,322.21
600067408 Ngodinhbao 750 NORTH KINGS ROAD, LOS ANGELES CA 90069 $47,189.52
600067409 Curtis 927 MENDOCINO AVENUE BERKELEY CA 94707 $274,581.38
600067410 Nguyen 2682 TAGART DRIVE SAN JOSE CA 95148 $186,248.87
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067396 Colby 8.250 .250 8.000 .0400 7.960 06/01/2027
600067397 Mooney 7.375 .250 7.125 .0400 7.085 06/01/2027
600067398 Muhr 8.125 .250 7.875 .0400 7.835 06/01/2027
600067399 Tseng 8.375 .250 8.125 .0400 8.085 06/01/2027
600067400 Bierbrauer 8.000 .250 7.750 .0400 7.710 06/01/2027
600067401 Colton 8.250 .250 8.000 .0400 7.960 06/01/2027
600067402 Wilson 8.000 .250 7.750 .0400 7.710 06/01/2027
600067403 Scott 8.250 .250 8.000 .0400 7.960 06/01/2027
600067405 Eyears 8.250 .250 8.000 .0400 7.960 06/01/2027
600067406 Smith 7.875 .250 7.625 .0400 7.585 05/01/2027
600067407 Montoya 8.375 .250 8.125 .0400 8.085 04/01/2027
600067408 Ngodinhbao 8.250 .250 8.000 .0400 7.960 04/01/2027
600067409 Curtis 8.000 .250 7.750 .0400 7.710 04/01/2027
600067410 Nguyen 8.000 .250 7.750 .0400 7.710 04/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067396 Colby 4199030 $4,875.73 06/01/1997 360
600067397 Mooney 4201844 $1,476.32 06/01/1997 360
600067398 Muhr 4202016 $2,479.95 06/01/1997 360
600067399 Tseng 4202776 $3,648.35 06/01/1997 360
600067400 Bierbrauer 4212551 $2,898.38 06/01/1997 360
600067401 Colton 4212668 $2,112.94 06/01/1997 360
600067402 Wilson 4215455 $2,384.74 06/01/1997 360
600067403 Scott 4218053 $3,395.73 06/01/1997 360
600067405 Eyears 4225330 $4,207.10 06/01/1997 360
600067406 Smith 4057485 $3,643.12 06/01/1997 360
600067407 Montoya 4127239 $1,083.11 06/01/1997 360
600067408 Ngodinhbao 4143350 $354.98 06/01/1997 360
600067409 Curtis 4147351 $2,201.30 06/01/1997 360
600067410 Nguyen 4151106 $1,368.48 06/01/1997 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>
600067396 Colby $825,000.00 N
600067397 Mooney $285,000.00 N
600067398 Muhr $465,000.00 N
600067399 Tseng $600,000.00 N
600067400 Bierbrauer $730,000.00 N
600067401 Colton $375,000.00 N
600067402 Wilson $535,000.00 N
600067403 Scott $590,000.00 N
600067405 Eyears $950,000.00 N
600067406 Smith $717,839.00 N
600067407 Montoya $198,000.00 N
600067408 Ngodinhbao $63,000.00 N
600067409 Curtis $553,000.00 N
600067410 Nguyen $280,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 49
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067412 Worley 1884 MONTGOMERY AVENU VENTURA CA 93004 $101,929.80
600067413 Lambson 1212 OCEAN PARK BOULE SANTA MONICA CA 91415 $159,779.04
600067414 Rock 52 SUNLIGHT IRVINE CA 92612 $370,994.50
600067415 Wu 22 SANTA VICTORIA AIS IRVINE CA 92606 $180,737.15
600067416 Fields 10580 WILSHIRE BLVD # LOS ANGELES CA 90024 $634,573.92
600067417 Ellis 3111 TROUT GULCH ROAD APTOS CA 95003 $348,771.70
600067418 McKinney 8809 SALSBURY LANE OKLAHOMA CITY OK 73132 $91,443.12
600067419 Gilanfarr 3215 EDGEWATER DRIVE TAHOE CITY CA 96145 $240,000.00
600067420 Brink 5232 PASATIEMPO DRIVE YORBA LINDA CA 92886 $179,885.22
600067421 Hardy Jr 5595 WESTFIELD STREET YORBA LINDA CA 92887 $114,926.67
600067422 Atkins 4890 EAST CREEK RIDGE RENO NV 89509 $190,100.00
600067423 Finklestein 1643 12TH STREET, NO. SANTA MONICA CA 90404 $311,070.92
600067425 Munoz 5107 WEST 140TH STREE HAWTHORNE (AREA CA 90250 $59,957.65
600067426 Beyeler 4519 EMERALD WAY #10 CULVER CITY CA 90230 $206,121.80
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067412 Worley 7.875 .250 7.625 .0400 7.585 05/01/2027
600067413 Lambson 7.875 .250 7.625 .0400 7.585 04/01/2027
600067414 Rock 7.875 .250 7.625 .0400 7.585 05/01/2027
600067415 Wu 7.625 .250 7.375 .0400 7.335 04/01/2027
600067416 Fields 8.000 .250 7.750 .0400 7.710 05/01/2027
600067417 Ellis 8.125 .250 7.875 .0400 7.835 05/01/2027
600067418 McKinney 8.375 .250 8.125 .0400 8.085 05/01/2027
600067419 Gilanfarr 8.500 .250 8.250 .0400 8.210 06/01/2027
600067420 Brink 8.250 .250 8.000 .0400 7.960 05/01/2027
600067421 Hardy Jr 8.250 .250 8.000 .0400 7.960 05/01/2027
600067422 Atkins 8.375 .250 8.125 .0400 8.085 06/01/2027
600067423 Finklestein 8.750 .250 8.500 .0400 8.460 05/01/2027
600067425 Munoz 7.750 .250 7.500 .0400 7.460 05/01/2027
600067426 Beyeler 8.375 .250 8.125 .0400 8.085 05/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067412 Worley 4162566 $739.58 06/01/1997 360
600067413 Lambson 4165494 $1,160.12 06/01/1997 360
600067414 Rock 4165577 $2,691.83 06/01/1997 360
600067415 Wu 4166724 $1,281.11 06/01/1997 360
600067416 Fields 4170619 $4,659.41 06/01/1997 360
600067417 Ellis 4173191 $2,591.32 06/01/1997 360
600067418 McKinney 4174256 $695.47 06/01/1997 360
600067419 Gilanfarr 4183174 $1,845.40 06/01/1997 360
600067420 Brink 4188496 $1,352.28 06/01/1997 360
600067421 Hardy Jr 4188504 $863.96 06/01/1997 360
600067422 Atkins 4189197 $1,444.90 06/01/1997 360
600067423 Finklestein 4189247 $2,448.61 06/01/1997 360
600067425 Munoz 4190179 $429.85 06/01/1997 360
600067426 Beyeler 4197000 $1,567.65 06/01/1997 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>
600067412 Worley $147,000.00 N
600067413 Lambson $230,000.00 N
600067414 Rock $495,000.00 N
600067415 Wu $241,341.00 N
600067416 Fields $1,270,000.00 N
600067417 Ellis $509,000.00 N
600067418 McKinney $122,000.00 N
600067419 Gilanfarr $375,000.00 N
600067420 Brink $254,000.00 N
600067421 Hardy Jr $153,000.00 N
600067422 Atkins $253,500.00 N
600067423 Finklestein $415,000.00 N
600067425 Munoz $150,000.00 N
600067426 Beyeler $275,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 50
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600067427 Ahl 2692 WEST 231ST STREE TORRANCE CA 90505 $249,848.54
600067428 Houser 8325 SKYLINE DRIVE LOS ANGELES CA 90046 $266,825.34
600067429 Cooke 1568 LA CORONILLA DRI SANTA BARBARA CA 93109 $202,000.00
600067430 Gerbasi 205 CALLE CONVERSE CAMARILLO CA 93010 $210,000.00
600067431 Gadsby 1121 SANTA MADERA COU SOLANA BEACH CA 92075 $286,875.00
600067432 Watters 10851 CITRUS DRIVE MOORPARK AREA CA 93021 $185,000.00
600067433 Kubo 2205 CHESTNUT AVENUE MANHATTAN BEACH CA 90266 $415,250.00
600067434 Willis 170 HOLIDAY HILLS DRI MARTINEZ CA 94553 $63,000.00
600067435 Garrison 6248 VIA CANADA RANCHO PALOS VE CA 90275 $180,000.00
600067550 Hinkle 2115 ST AUGUSTA LN HAWTHORNE CA 90250 $223,155.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600067427 Ahl 8.500 .250 8.250 .0400 8.210 05/01/2027
600067428 Houser 8.125 .250 7.875 .0400 7.835 05/01/2027
600067429 Cooke 8.125 .250 7.875 .0400 7.835 06/01/2027
600067430 Gerbasi 7.875 .250 7.625 .0400 7.585 06/01/2027
600067431 Gadsby 8.125 .250 7.875 .0400 7.835 06/01/2027
600067432 Watters 8.125 .250 7.875 .0400 7.835 06/01/2027
600067433 Kubo 8.375 .250 8.125 .0400 8.085 06/01/2027
600067434 Willis 8.125 .250 7.875 .0400 7.835 06/01/2027
600067435 Garrison 7.875 .250 7.625 .0400 7.585 06/01/2027
600067550 Hinkle 8.125 .250 7.875 .0400 7.835 06/01/2027
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600067427 Ahl 4197042 $1,922.29 06/01/1997 360
600067428 Houser 4199022 $1,982.47 06/01/1997 360
600067429 Cooke 4207643 $1,499.85 06/01/1997 360
600067430 Gerbasi 4210357 $1,522.65 06/01/1997 360
600067431 Gadsby 4217824 $2,130.04 06/01/1997 360
600067432 Watters 4218095 $1,373.62 06/01/1997 360
600067433 Kubo 4219747 $3,156.21 06/01/1997 360
600067434 Willis 4220190 $467.78 06/01/1997 360
600067435 Garrison 4225942 $1,305.13 06/01/1997 360
600067550 Hinkle 4228482 $1,656.92 14 06/01/1997 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>
600067427 Ahl $400,000.00 N
600067428 Houser $492,000.00 N
600067429 Cooke $404,000.00 N
600067430 Gerbasi $280,000.00 N
600067431 Gadsby $382,500.00 N
600067432 Watters $240,000.00 N
600067433 Kubo $620,000.00 N
600067434 Willis $93,000.00 N
600067435 Garrison $578,200.00 N
600067550 Hinkle $234,900.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 51
RUN DATE: 06/24/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 13:30:46 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/24/1997
POOL NUMBER: 1392 POOL NAME: 1997-4 Group II
<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 696 3 227,521,827.49 306,550,805.00 227,789,987.01 1,665,082.55
</TABLE>
<PAGE>
Exhibit E
SELLING AND SERVICING
CONTRACT
This Selling and Servicing Contract (the "Contract"), made and
entered into by PNC Mortgage Securities Corp. ("Buyer") and the Seller
("Seller") identified below,
WITNESSETH:
WHEREAS, Seller has submitted a Seller Application to Buyer and has
otherwise been approved by Buyer; and
WHEREAS, Seller has received the Buyer's Selling Guide and the
Buyer's Servicing Guide (the "Guides");
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, Buyer and Seller hereto agree as follows:
1. GUIDES. The Guides, which set forth the terms and conditions
under which Seller is to sell and service mortgages, are supplements to this
Contract and such Guides, as may be amended or supplemented from time to time,
are incorporated into this Contract in full by reference and made a part hereof
as fully as if set forth at length herein. All capitalized terms used herein
and not defined herein have the meanings ascribed to them in Appendix A,
Glossary of Terms, to the Guides.
2. SELLERS' DUTIES. Seller shall diligently perform all duties
incident to the selling and servicing of all mortgages which may be sold by
Seller from time to time and such other mortgages as Buyer and Seller may
mutually agree upon. In the performance of such duties, Seller shall employ
procedures and exercise the same care that it would maintain for loans held in
its own portfolio and in accordance with standards of practice, diligence,
prudence and competence maintained by the mortgage banking industry. Seller
shall also comply with all of the provisions of the Guides and with all other
reasonable requirements and instructions of Buyer. Seller shall perform such
services at its sole expense except as otherwise expressly provided in the
Guides. Seller agrees to service each of such mortgages continuously beginning
with the Purchase Date for such mortgages or the date of designation of Seller
as replacement Servicer for mortgages previously purchased by Buyer from another
Seller, until all interest and principal on each mortgage has been paid in full,
the mortgage has been liquidated as provided in the Guides, or such servicing
duties are terminated by Buyer.
3. COMPENSATION. Seller shall be compensated for its services
hereunder as specified in the Guides.
4. DOCUMENTS AND RECORDS. Seller agrees to create, maintain and
transmit all mortgage records and documents including all permanent mortgage
account records in accordance with the Guides. With respect to such records and
documents, Seller shall have custody privileges and Buyer shall have ownership
of the mortgage records and documents. Buyer may inspect such records and
documents at reasonable times during Seller's normal business hours. Seller
shall maintain accurate records and books of account, an adequate system of
audit and internal control, and shall conduct its origination and servicing
activities in a responsible and businesslike manner. Seller shall promptly
notify Buyer in writing of any activity or action, either internal or external,
which could potentially affect adversely the terms of any mortgage serviced
hereunder or the ability of Seller to service any mortgage.
5. WARRANTIES, OBLIGATIONS AND REPRESENTATIONS. The warranties,
obligations and representations stated in the Guides and hereby made or
undertaken by Seller with respect to each of the mortgages to be sold and
serviced by it on behalf of Buyer, unless expressly waived in writing by Buyer.
All warranties made by Seller shall survive (i) any investigation made by or on
behalf of Buyer, it assignee or designee, (ii) liquidation of the mortgage,
(iii) purchase of the mortgage by Buyer, its designee or assignee, (iv)
E-1
<PAGE>
repurchase of the mortgage by Seller, and (v) termination of this Contract, or
similar event, and all such warranties shall inure to the benefit of Buyer, its
successors and assigns and any transferee of any mortgage. Upon specific
written request from Buyer, Seller shall supply evidence that is satisfactory to
Buyer of its compliance with any provisions of the Guides.
6. REPURCHASE OBLIGATION. If, after purchase of any mortgage by
Buyer, any of the representations or warranties of the Seller contained herein
or in the Selling Guide are untrue, Buyer may, at its option, without regard to
the Sellers' actual or implied knowledge of the untruth of such warranty (except
to the extent the warranty is expressly conditioned upon the Seller's actual
knowledge), in addition to and without limitation as to any other remedy
accruing to Buyer, require the Seller to repurchase said mortgage pursuant to
the Guides. It is contemplated that a third party will purchase from Buyer the
mortgages purchased from Seller, and Seller agrees that Buyer may, in its own
name or in the name of the third party, exercise any rights or remedies at law
or in equity on behalf of itself or such third party.
7. CUSTODIANSHIP OF FUNDS. Seller shall fully account to Buyer
for the custodianship of funds received from, or on behalf of, a Borrower for
mortgages serviced hereunder. Seller shall establish and maintain custodial
accounts in accordance with the Guides for (i) the segregation of all principal
and interest received, and (ii) the administration of all amounts to be
deposited into escrow accounts, and such accounts shall be maintained free and
clear of any lien or encumbrance. Seller must be in control of the funds in its
custody at all times, and upon request from time to time of Buyer shall submit
complete and accurate analyses of cash balances on hand and of the receipt,
deposit and disposition of monies handled.
8. INDEMNIFICATION BY SELLER. Seller shall indemnify Buyer from
and hold Buyer harmless against all losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, fees,
and expenses heretofore or hereafter resulting from a material breach of any
warranty, obligation or representation contained in or made pursuant to this
Contract or from any claim, demand, defense or assertion against or involving
Buyer or its assignee or transferee of any mortgage based on or grounded upon,
or resulting from such breach or a breach of any representation, warranty or
obligation made by Buyer in reliance upon any warranty, obligation or
representation made by Seller contained in or made pursuant to this Contract.
Seller hereby acknowledges Buyer's intent to sell the mortgages to third parties
in reliance upon Seller's warranties, obligations and representation. The
obligations of Seller under this paragraph shall survive delivery and payment
for the mortgages, liquidation or repurchase of the mortgages and termination of
this Contract or the expiration hereof.
9. NO ASSIGNMENT. This Contract is of the nature of a personal
service agreement and accordingly may not be assigned by Seller. Except as
provided in paragraph 10 of this Contract, Seller may not assign or otherwise
transfer its responsibility for servicing individual mortgages to any other
entity, including affiliates. Any attempt to assign servicing rights without
the prior written consent of Buyer shall be null and void. Any such assignment
without the consent of Buyer shall be grounds for immediate termination of the
servicing rights with respect to the servicing purportedly assigned.
10. SUBCONTRACTING OF SERVICING. Seller may not, without Buyer's
prior written approval, subcontract with any other entity, including affiliates,
its responsibility for servicing any mortgage it has contracted to service for
Buyer.
11. TERMINATION BY BUYER. Buyer may terminate the right of Seller
to continue to service mortgage loans for Buyer and/or revoke the status of
Seller as an approved Seller for any of the reasons set forth in the Guides,
including a change in Seller's form of organization, a transfer of 25% or more
of the equity interest in Seller or change in its principal executive or
financial officers. No such termination shall release Seller from any of its
obligations hereunder or under the Guides or from any liability arising
hereunder or thereunder. Any forbearance or delay by Buyer in exercising such
rights shall not be deemed a waiver of and shall not preclude the exercise of
any such right. Upon termination by Buyer of this Contract for any reason other
than 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.
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<PAGE>
12. ATTORNEY'S FEES. In the event of a dispute arising from or
concerning an obligation of the Seller or Buyer under this Contract which
results in litigation of the issue, the prevailing party to such litigation
shall be indemnified by the other party for all costs and expenses in bringing
or defending such action.
13. OFFSET. Buyer shall have the right to offset amounts due from
Seller against the purchase price to be paid for the acquisition of mortgages.
Amounts due which may be offset include but are not limited to past due pair-off
fees and funds for the repurchase of mortgages which are subject to an
outstanding repurchase demand.
14. NOTICE. Any notice required or permitted hereunder shall be
in writing and shall be sent to Seller at its address shown under its signature
below or to such other address Seller may designate in writing or to Buyer at 75
North Fairway Drive, Vernon Hills, Illinois 60061 or to such other address
designated by Buyer in writing, by certified mail, return receipt requested,
postage prepaid.
15. PRIOR AGREEMENTS. This Contract supersedes any prior
agreements and understandings between Buyer and Seller governing the subject
matter hereof; provided, however, that Seller shall not be released from any
responsibility or liability that may have arisen under such agreements and
understandings.
16. GOVERNING LAW. This Contract is made in the State of Illinois
and shall be governed by the law of such state.
17. USE OF TERM "SELLER". Wherever the term "Seller" is used in
this contract in a context involving loan administration, servicing, and
accounting obligations, such term shall be deemed to mean "Servicer" as is used
in the Buyer's Servicing Guide.
18. EFFECTIVE DATE OF CONTRACT. This contract is not effective
until it is accepted by Buyer. An executed copy of the Contract will be
returned to the Seller.
19. STATUS OF PARTIES. Seller and Buyer each represent, warrant
and agree that as of the date of this Contract: (i) each party is duly
organized, validly existing and in good legal standing under the laws of its
jurisdiction of organization, and has the requisite power and authority to enter
into this contract and agreements to which both are parties as contemplated by
this Contract; (ii) this Contract has been duly authorized executed and
delivered to both parties and constitutes a valid and legally binding agreement
of each party, enforceable in accordance with its terms; (iii) there is no
action, proceeding or investigation pending or threatened, nor any basis
therefore known to either party that questions the validity or prospective
validity of this Contract insofar as the Contract relates to either party, or
any essential element upon which this Contract depends, or any action to be
taken by either party pursuant to this Contract; and (iv) insofar as either
party's capacity to carry out any obligation under this Contract is concerned,
neither party will be in violation of any provision of any charter, certificate
of incorporation, by-law, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule, or regulation, and there is
no such provision that adversely affects either party's capacity to carry out
any such obligation. Seller's and Buyer's execution of, and performance
pursuant to, this Contract will not result in any such violation. At all times
Seller shall act as an independent contractor.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Contract by
proper officials duly authorized on the dates hereinafter set forth. This
Contract shall take effect as of the date of its execution in original or
facsimile signature by a duly authorized officer of the Buyer.
__________________________________ _______________________________________
Name of Seller Seller I.D. number
__________________________________ _______________________________________
Type of Organization Organized under laws of
______________________________________________________________________________
Principal place of business: street address, city, state, zip code
______________________________________________________________________________
Typed name and title of Seller's authorized officer
__________________________________ _______________________________________
Signature of Seller's Date
authorized officer
Agreed to and accepted by PNC MORTGAGE SECURITIES CORP.
______________________________________________________________________________
Typed name and title of authorized representative
__________________________________ _______________________________________
Signature of authorized Date
representative
E-4
<PAGE>
Exhibit F
FORM OF TRANSFEROR CERTIFICATE FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Re: PURCHASE OF PNC MORTGAGE SECURITIES CORP. MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1997-4, CLASS [B-4] [B-5] [B-6] (the
"Certificates")
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify
that (a) we understand the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act") and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, and
(b) we have not offered or sold any certificates to, or solicited offers to buy
any Certificates from, any person, or otherwise approached or negotiated with
any person with respect thereto, or taken any other action which would result in
a violation of Section 5 of the Act.
Very truly yours,
[Name of Transferor]
By:______________________________
Authorized Officer
F-1
<PAGE>
Exhibit G
FORM OF TRANSFEREE'S AGREEMENT FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association
180 East 5th Street, SPFT0210
St. Paul, MN 55101
PNC Mortgage Securities Corp.
75 N. Fairway Drive
Vernon Hills, Illinois 60061
The undersigned (the "Purchaser") proposes to purchase [Class B-4]
[Class B-5] [Class B-6] Certificates evidencing an undivided interest in PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series 1997-4 (the
"Purchased Certificates") in the principal amount of $______________. In doing
so, the Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of June 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 1997-4.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
PNC and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Purchased Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement;
(b) The Purchaser is acquiring the Purchased Certificates for its own
account as principal and not with a view to the distribution thereof, in whole
or in part;
(c) The Purchaser is an "accredited investor" as such term is defined
in paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of
Regulation D under the Securities Act of 1933, as amended (the "Act"), has
knowledge of financial and business matters and is capable of evaluating the
merits and risks of an investment in the Purchased Certificates; the Purchaser
has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Purchased Certificates and can afford a
complete loss of such investment;
(d) The Purchaser is not affiliated with the Trustee;
(e) The Purchaser confirms that PNC has made available to the Purchaser
the opportunity to ask questions of, and receive answers from PNC concerning the
Trust, the purchase by the Purchaser of the Purchased Certificates and all
matters relating thereto that PNC possesses or can acquire without unreasonable
effort or expense; and
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<PAGE>
(f) If applicable, the Purchaser has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System; and
(g) The Purchaser will provide the Trustee and the Master Servicer with
affidavits substantially in the form of Exhibit A attached hereto.
Section 3. Transfer of Purchased Certificates.
(a) The Purchaser understands that the Purchased Certificates have not
been registered under the Act, or any state securities laws and that no transfer
may be made unless the Purchased Certificates are registered under the Act and
under applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither PNC nor the Trust is
under any obligation to register the Purchased Certificates or make an exemption
available. In the event that such a transfer is to be made within two years from
the Closing Date without registration under the Act or applicable state
securities laws, (i) the Trustee shall require, in order to assure compliance
with such laws, that the Certificateholder's prospective transferee each certify
to PNC and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) the Trustee or PNC may require an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Act and state securities laws, which Opinion of Counsel shall not be an
expense of the Trustee or PNC. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee and PNC
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
(b) No transfer of a Purchased Certificate shall be made unless the
transferee provides PNC and the Trustee with (i) a Transferee's Agreement,
substantially in the form of this Agreement, and (ii) either (a) an affidavit
substantially in the form of Exhibit A hereto that the proposed transferee (x)
is not an employee benefit plan or other plan or arrangement subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Internal
Revenue Code of 1986, as amended, or comparable provisions of any subsequent
enactments (a "Plan"), a trustee of any Plan, or any other Person who is using
the "plan assets" of any Plan to effect such acquisition or (y) is an insurance
company, the source of funds to be used by it to purchase the Purchased
Certificates is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60, or (b) a Benefit Plan Opinion
(as defined in Exhibit A hereto).
(c) The Purchaser acknowledges that its Purchased Certificates bear a
legend setting forth the applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[Purchaser]
By: ____________________________
Its: ___________________________
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<PAGE>
Exhibit A to Form of Transferee Agreement (Exhibit G)
PNC MORTGAGE SECURITIES CORP.
BENEFIT PLAN AFFIDAVIT
RE: PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-4
(THE "TRUST") [CLASS B-4] [CLASS B-5] [CLASS B-6]
CERTIFICATES (THE "PURCHASED CERTIFICATES")
Under penalties of perjury, I, _____________________, declare that, to
the best of my knowledge and belief, the following representations are true,
correct and complete; and
1. That I am the _______________ of __________________ (the
"Purchaser"), whose taxpayer identification number is ___________, and on
behalf of which I have the authority to make this affidavit.
2. That the Purchaser is acquiring a Purchased Certificate
representing an interest in the Trust.
3. That the Purchaser (i) is not an employee benefit plan or other
plan or arrangement subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
comparable provisions of any subsequent enactments (a "Plan"), a trustee of any
Plan, or any other Person who is using the "plan assets" of any Plan to effect
such acquisition, (ii) has provided a "Benefit Plan Opinion" satisfactory to PNC
Mortgage Securities Corp. (the "Company") and the Trustee of the Trust or (iii)
is an insurance company, the source of funds to be used by it to purchase the
Purchased Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer (a) is
permissible under applicable law, (b) will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code, and (c) will not subject the Trustee, the Master Servicer or the
Company to any obligation or liability (including obligations or liabilities
under Section 406 of ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Benefit Plan Opinion shall not be an expense
of the Trustee, the Master Servicer or the Company.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf, by its duly authorized officer this _____ day of
__________________, 199__.
[Purchaser]
By:
Its:
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<PAGE>
Personally appeared before me ______________________, known or proved to
me to be the same person who executed the foregoing instrument and to be a
________________ of the Purchaser, and acknowledged to me that (s)he executed
the same as his/her free act and deed and as the free act and deed of the
Purchaser.
SUBSCRIBED and SWORN to before me
this day of ____________, 19__.
________________________________
Notary Public
G-4
<PAGE>
Exhibit H
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE MORTGAGE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered owner
of certain interests in a trust fund (the "Mortgage Trust Fund") whose assets
consist of, among other things, a pool (the "Mortgage Pool") of conventional
one- to four-family mortgage loans (the "Mortgage Loans"), formed and
administered by PNC Mortgage Securities Corp. (the "Company"), which term
includes any successor entity under the Pooling Agreement referred to below. The
Mortgage Pool was created pursuant to a Pooling and Servicing Agreement, dated
as of the Cut-Off Date stated above (the "Pooling Agreement"), between the
Company and First Bank National Association, as Trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling Agreement. Nothing herein shall be deemed
inconsistent with such meanings, and in the event of any conflict between the
Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall
control. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling Agreement, to which Pooling Agreement
the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the Mortgage Trust Available Distribution
Amount for such Distribution Date then distributable on the Certificates of this
Class, as specified in Section 4.01 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
H-1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
FIRST BANK NATIONAL ASSOCIATION, as Trustee
______________________________________________
By:
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
____________________________________
By:
Dated: _____________________________
H-2
<PAGE>
PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the Mortgage Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Pooling Agreement. In the event Company
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company
and the Trustee shall require the transferee to execute an investment letter
in substantially the form attached as Exhibit L to the Pooling Agreement,
which investment letter shall not be an expense of the Company, the Master
Servicer or the Trustee and (ii) in the event that such a transfer is not
made pursuant to Rule 144A under the Securities Act, the Company may require
an Opinion of Counsel satisfactory to the Company that such transfer may be
made without such registration or qualification, which Opinion of Counsel
shall not be an expense of the Company, the Master Servicer or the Trustee.
Neither the Company nor the Trustee will register the Certificate under the
Securities Act, qualify the Certificate under any state securities law or
provide registration rights to any purchaser. Any Holder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
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
H-3
<PAGE>
therein set forth, Certificates are exchangeable for new Certificates of
Authorized Denominations evidencing the same aggregate interest in the
portion of the Mortgage Trust Available Distribution Amount distributable on
this Class of Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of
the Company, the Trustee or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Company, the Trustee, the Certificate Registrar nor
any such agent shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund, First Level Certificate Trust Fund and Certificate Trust Fund created
thereby shall terminate upon (i) the later of the maturity or other
liquidation (including repurchase by the Company) of the last Mortgage Loan
remaining in the Mortgage Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage
Loan, and (ii) the payment to Certificateholders of all amounts held by the
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 Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage
Loan upon payment to the Certificateholders of the amounts specified in the
Pooling Agreement. The exercise of such right will effect early retirement of
the Certificates, the Company's right to repurchase being subject to the
aggregate unpaid Principal Balance of the Mortgage Loans at the time of
repurchase being less than ten percent (10%) of the aggregate unpaid
Principal Balance of the Mortgage Loans as of the Cut-Off Date.
H-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably
constitutes and appoints _____________________ Attorney to transfer said
Certificate on the Certificate Register, with full power of substitution in
the premises.
Dated:_____________ ________________________________________________________
Signature Guaranteed
________________________________________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within instrument in every particular, without
alteration or enlargement or any change whatever.
H-5
<PAGE>
Exhibit I
TRANSFEROR CERTIFICATE
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Attn: Structured Finance
Re: PNC Mortgage Securities Corp. Mortgage Pass-Through Certificates,
Series 1997-4, Class [R] [R-2] [R-1]
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by
__________ (the "Seller") to ______________________ (the "Purchaser") of
$____________________ initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1997-4, Class [R] [R-2] [R-1] (the
"Certificate"), pursuant to Section 5.01 of the Pooling and Servicing
Agreement (the "Pooling Agreement"), dated as of June 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.
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<PAGE>
6. The Purchaser has represented to the Seller that, if the Certificates
constitute a noneconomic residual interest, it (i) understands that as holder of
a noneconomic residual interest it may incur tax liabilities in excess of any
cash flows generated by the interest, and (ii) intends to pay taxes associated
with its holding of the Certificates as they become due.
Very truly yours,
[Seller]
By: ____________________________________
Name: _________________________________
Title: ___________________________________
I-2
<PAGE>
Exhibit J
TRANSFEREE AFFIDAVIT AND AGREEMENT
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Class [R] [R-2] [R-1] Certificate (the "Owner")), a
[savings institution] [corporation] duly organized and existing under the
laws of [the State of _____________________] [the United States], on behalf
of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") and
will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class [R] [R-2] [R-1] Certificates,
and (ii) is acquiring the Class [R] [R-2] [R-1] Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, or any agency or
instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home
Loan Mortgage Corporation, a majority of whose board of directors is not
selected by any such governmental entity, or any foreign government or
international organization, or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone cooperative, or
any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax
on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of the Class [R] [R-2] [R-1] Certificates after March 31, 1988;
(ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise
liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class [R]
[R-2] [R-1]Certificates may be a "noneconomic residual interest" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any
taxes due with respect to the income on such residual interest, if a
significant purpose of the transfer was to enable the transferor to impede
the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding the Class [R] [R-2] [R-1] Certificates if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the
Transfer of the Class [R] [R-2] [R-1] Certificates unless the transferee, or
the transferees' agent, delivers to it an affidavit and agreement, among
other things, in substantially the same form as this affidavit and agreement.
The Owner expressly agrees that it will not consummate any such transfer if
it knows or believes that any of the representations contained in such
affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of
the Class [R] [R-2] [R-1] Certificates and the provisions of Section 5.01 of
the Pooling Agreement under which the Class [R] [R-2] [R-1] Certificates were
issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which
authorize the Trustee to deliver payments to a person other than the Owner
J-1
<PAGE>
and negotiate a mandatory sale by the Trustee in the event the Owner holds
such Certificates in violation of Section 5.01). The Owner expressly agrees
to be bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class [R] [R-2] [R-1]
Certificates will only be owned, directly or indirectly, by an Owner that is
not a disqualified organization.
8. The Owner's Taxpayer Identification Number is _______________________.
9. That no purpose of the Owner relating to the purchase of the Class [R]
[R-2] [R-1] Certificates by the Owner is or will be to enable the transferor
to impede the assessment or collection of tax.
10. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
11. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of
the Certificates remain outstanding.
12. That no purpose of the Owner relating to any sale of the Class [R]
[R-2] [R-1] Certificates by the Owner will be to impede the assessment or
collection of tax.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under
the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within
the United States.
14. The Owner hereby agrees to cooperate with the Company and to take
any action required of it by the Code or Treasury regulations thereunder
(whether now or hereafter promulgated) in order to create or maintain the
REMIC status of the Mortgage Trust Fund or the Certificate Trust Fund, as
applicable.
15. The Owner hereby agrees that it will not take any action that could
endanger the REMIC status of the Mortgage Trust Fund or the Certificate Trust
Fund, as applicable, or result in the imposition of tax on the Trust Fund
unless counsel for, or acceptable to, the Company has provided an opinion
that such action will not result in the loss of such REMIC status or the
imposition of such tax, as applicable.
16. The Owner as transferee of the Class [R] [R-2] [R-1] Certificates has
represented to their transferor that, if the Class [R] [R-2] [R-1] Certificates
constitute a noneconomic residual interest, the Owner (i) understands that as
holder of a noneconomic residual interest it may incur tax liabilities in excess
of any cash flows generated by the interest, and (ii) intends to pay taxes
associated with its holding of the Class [R] [R-2] [R-1] Certificates as they
become due.
J-2
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on
its behalf, pursuant to the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _______________, 19__.
[Name of Owner]
By:__________________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Owner, and Acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ___ day of __________________, 19__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ___ day
of _________________________, 19__
J-3
<PAGE>
Exhibit K
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE FIRST LEVEL CERTIFICATE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered owner
of certain interests in a trust fund (the "First Level Certificate Trust Fund")
whose assets consist of, among other things, Mortgage Trust Certificates
evidencing interests in a pool (the "Mortgage Pool") of conventional one- to
four-family mortgage loans (the "Mortgage Loans"), formed and administered by
PNC Mortgage Securities Corp. (the "Company"), which term includes any successor
entity under the Pooling Agreement referred to below. The Mortgage Pool was
created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off
Date stated above (the "Pooling Agreement"), between the Company and First Bank
National Association, as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Pooling Agreement. Nothing herein shall be deemed inconsistent with such
meanings, and in the event of any conflict between the Pooling Agreement and the
terms of this Certificate, the Pooling Agreement shall control. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by
virtue of the acceptance hereof, assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the First Level Certificate Trust Available
Distribution Amount for such Distribution Date then distributable on the
Certificates of this Class, as specified in Section 4.05 of the Pooling
Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
K-1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
FIRST BANK NATIONAL ASSOCIATION, as Trustee
By: _____________________________________
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
By: _______________________________
Dated: _________________________________
K-2
<PAGE>
PNC MORTGAGE SECURITIES CORP.
FIRST LEVEL CERTIFICATE TRUST CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as First Level Certificate Trust Certificates of the Series and
Class specified hereon (herein called the "Certificates") and representing
certain interests in the First Level Certificate Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Trust Certificates, all as
more specifically set forth herein and in the Pooling Agreement. In the event
Company funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company
and the Trustee shall require the transferee to execute an investment letter
in substantially the form attached as Exhibit L to the Pooling Agreement,
which investment letter shall not be an expense of the Company, the Master
Servicer or the Trustee and (ii) in the event that such a transfer is not
made pursuant to Rule 144A under the Securities Act, the Company may require
an Opinion of Counsel satisfactory to the Company that such transfer may be
made without such registration or qualification, which Opinion of Counsel
shall not be an expense of the Company, the Master Servicer or the Trustee.
Neither the Company nor the Trustee will register the Certificate under the
Securities Act, qualify the Certificate under any state securities law or
provide registration rights to any purchaser. Any Holder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
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,
K-3
<PAGE>
Certificates are exchangeable for new Certificates of Authorized Denominations
evidencing the same aggregate interest in the portion of the First Level
Certificate Trust Available Distribution Amount distributable on this Class of
Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of
the Company, the Trustee or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Company, the Trustee, the Certificate Registrar nor
any such agent shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund, First Level Certificate Trust Fund and Certificate Trust Fund created
thereby shall terminate upon (i) the later of the maturity or other
liquidation (including repurchase by the Company) of the last Mortgage Loan
remaining in the Mortgage Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage
Loan, and (ii) the payment to Certificateholders of all amounts held by the
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 Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage
Loan upon payment to the Certificateholders of the amounts specified in the
Pooling Agreement. The exercise of such right will effect early retirement of
the Certificates, the Company's right to repurchase being subject to the
aggregate unpaid Principal Balance of the Mortgage Loans at the time of
repurchase being less than ten percent (10%) of the aggregate unpaid
Principal Balance of the Mortgage Loans as of the Cut-Off Date.
K-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto ____________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably
constitutes and appoints _________________________________ Attorney to
transfer said Certificate on the Certificate Register, with full power of
substitution in the premises.
Dated: _______________ _______________________________________________
Signature Guaranteed
__________________________________________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within instrument in every particular, without
alteration or enlargement or any change whatever.
K-5
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of
the Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the "1933 Act"), or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933
Act or require registration pursuant thereto, and that the Seller has not
offered the Rule 144A Securities to any person other than the Buyer or
another "qualified institutional buyer" as defined in Rule 144A under the
1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement") dated as of June 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 June [27], 1997 relating to the Rule 144A Securities
and has been furnished with all information regarding the Rule 144A
Securities that it has requested from the Seller, the Trustee, the Company
or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
L-1
<PAGE>
of the 1933 Act or require registration pursuant thereto, nor will it act,
nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has (1) completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2, or (2) obtained the waiver of the Company with respect to Annex 1 and
Annex 2 pursuant to Section 5.01(f) of the Agreement. The Buyer is aware
that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer
to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
f. The Buyer is not affiliated with (i) the Trustee or (ii) any Rating
Agency that rated the Rule 144A Securities.
g. If applicable, the Buyer has complied, and will continue to comply,
with the guidelines established by Thrift Bulletin 12 issued December 13,
1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System.
[Required only in the case of a transfer of a Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Certificate] [3. The Buyer warrants and
represents to, and covenants with, the Seller, the Master Servicer and the
Company that (1) the Buyer is not an employee benefit plan (within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")), subject to the prohibited transaction provisions of ERISA
("Plan"), or a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")) subject to Section 4975 of the Code (also a
"Plan"), and the Buyer is not directly or indirectly purchasing the Rule 144A
Securities on behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of any Plan, (2) the Buyer's purchase of the
Rule 144A Securities is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Trustee, the Master Servicer
or the Company to any obligation or liability (including obligations or
liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement or (iii) the Buyer is an insurance
company, the source of funds to be used by it to purchase the Rule 144A
Securities is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60.]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
____________________________ ___________________________________
Print Name of Seller Print Name of Buyer
By: ________________________ By: _______________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. _______________ No. __________________
Date: __________________ Date: _________________
L-2
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________(1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ BANK. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, A COPY OF WHICH IS ATTACHED
HERETO.
___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is
a foreign savings and loan association or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.
___ BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of
Columbia.
___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
___ 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.
______________________
(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>
___ INVESTMENT ADVISER. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
L-1-2
<PAGE>
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
_____________________________________________
Print Name of Buyer
By: _________________________________________
Name:
Title:
Date: _______________________________________
L-1-3
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer
will be in reliance on Rule 144A. In addition, the Buyer will only purchase
for the Buyer's own account.
L-2-1
<PAGE>
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
______________________________________________
Print Name of Buyer
By: __________________________________________
Name: ____________________________________
Title: ___________________________________
IF AN ADVISER:
______________________________________________
Print Name of Buyer
Date: ________________________________________
Signature ____________________________________
(SEAL)
L-2-2
<PAGE>
EXHIBIT M
[Date]
[Company]
Re: Pooling and Servicing Agreement dated as of June 1, 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 1997-4
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except
as noted on the attachment hereto, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attachment hereto) it or the Custodian on its behalf has reviewed the
documents delivered to it or to the Custodian on its behalf pursuant to Section
2.01 of the Pooling and Servicing Agreement and has determined that (i) all
documents required (in the case of instruments described in clause (vi) of the
definition of "Mortgage File," known by the Trustee to be required) pursuant to
the third paragraph of Section 2.01 of the Pooling and Servicing Agreement have
been executed and received as of the date hereof are in its possession or in the
possession of the Custodian on its behalf and (ii) all such documents have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. The Trustee has made no independent examination of such documents
beyond the review specifically required in the above referenced Pooling and
Servicing Agreement and has relied upon the purported genuineness and due
execution of any such documents and upon the purported genuineness of any
signature thereon. The Trustee makes no representations as to: (i) the validity,
legality, enforceability or genuineness of any of the documents contained in
each Mortgage File or any of the Mortgage Loans identified on the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
_________________________________________
as Trustee
By: _____________________________________
Name: ___________________________________
Title: __________________________________
M-1
<PAGE>
EXHIBIT N
Schedule of Certain Mortgage Loans With Group Primary Insurance Policies
None.
N-1
<PAGE>
Exhibit O-1
MORTGAGE TRUST CERTIFICATE
Class Y-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit", as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class Y-1 Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class Y-1 Remittance Rate: 7.000% $________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class Y-1 Principal Balance as of the Cut-Off Date:
$323,376.30
_______________________
Registered Owner Certificate No. ___
O-1-1
<PAGE>
Exhibit O-2
MORTGAGE TRUST CERTIFICATE
Class Y-2
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class Y-2 Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class Y-2 Remittance Rate: 7.500% $________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class Y-2 Principal Balance as of the Cut-Off Date:
$1,137,608.95
________________________
Registered Owner Certificate No. ___
O-2-1
<PAGE>
Exhibit O-3
MORTGAGE TRUST CERTIFICATE
Class Z-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class Z-1 Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class Z-1 Remittance Rate: 7.000% $________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class Z-1 Principal Balance as of the Cut-Off Date:
63,755,991.39
________________________
Registered Owner Certificate No. ___
O-3-1
<PAGE>
Exhibit O-4
MORTGAGE TRUST CERTIFICATE
Class Z-2
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class Z-2 Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class Z-2 Remittance Rate: 7.500% $________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class Z-2 Principal Balance as of the Cut-Off Date:
224,847,672.81
________________________
Registered Owner Certificate No. ___
O-4-1
<PAGE>
Exhibit O-5
MORTGAGE TRUST CERTIFICATE
Class IP-M
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IP-M Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IP-M Remittance Rate: 0.00% $________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IP-M Principal Balance as of the Cut-Off Date:
$595,842.00
________________________
Registered Owner Certificate No. ___
O-5-1
<PAGE>
Exhibit O-6
MORTGAGE TRUST CERTIFICATE
Class IX-M
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IX Notional
Amount as of the Cut-Off Date
evidenced by this Certificate:
Class IX-M Remittance Rate: 7.000% $________________________________
applied to the Class IX Notional
Amount
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IX-M Principal Balance as of the Cut-Off Date:
$0.00
Class IX Notional Amount as of the Cut-Off Date:
$2,071,948.64
________________________
Registered Owner Certificate No. ___
O-6-1
<PAGE>
Exhibit O-7
MORTGAGE TRUST CERTIFICATE
Class IIP-M
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIP-M Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIP-M Remittance Rate: 0.00% $________________________________
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIP-M Principal Balance as of the Cut-Off Date:
$1,536,545.73
________________________
Registered Owner Certificate No. ___
O-7-1
<PAGE>
Exhibit O-8
MORTGAGE TRUST CERTIFICATE
Class IIX-M
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June 27, 1997.
Series 1997-4 Portion of the Class IIX Notional
Amount as of the Cut-Off Date
evidenced by this Certificate:
Class IIX-M Remittance Rate: 7.500% $________________________________
applied to the Class IIX Notional
Amount
Cut-Off Date: June 1, 1997
First Distribution Date: July 25, 1997
Last Scheduled Distribution Date: July 25, 2027
Class IIX-M Principal Balance as of the Cut-Off Date:
$0.00
Class IIX Notional Amount as of the Cut-Off Date:
$6,552,790.49
________________________
Registered Owner Certificate No. ___
O-8-1
<PAGE>
Exhibit P
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE CERTIFICATE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered owner
of certain interests in a trust fund (the "Certificate Trust Fund") whose assets
consist of, among other things, First Level Certificate Trust Certificates
evidencing interests in a trust fund whose assets consist of, among other
things, Mortgage Trust Certificates evidencing interests in a pool (the
"Mortgage Pool") of conventional one- to four-family mortgage loans (the
"Mortgage Loans"), formed and administered by PNC Mortgage Securities Corp. (the
"Company"), which term includes any successor entity under the Pooling Agreement
referred to below. The Mortgage Pool was created pursuant to a Pooling and
Servicing Agreement, dated as of the Cut-Off Date stated above (the "Pooling
Agreement"), between the Company and First Bank National Association, as Trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling Agreement. Nothing herein
shall be deemed inconsistent with such meanings, and in the event of any
conflict between the Pooling Agreement and the terms of this Certificate, the
Pooling Agreement shall control. This Certificate is issued under and is subject
to the terms, provisions and conditions of the Pooling Agreement, to which
Pooling Agreement the Holder of this Certificate, by virtue of the acceptance
hereof, assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the Certificate Trust Available Distribution
Amount for such Distribution Date then distributable on the Certificates of this
Class, as specified in Section 4.07 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
P-1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
FIRST BANK NATIONAL ASSOCIATION, as Trustee
By: ________________________________________
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
By: ____________________________________
Dated: _________________________________
P-2
<PAGE>
PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the Certificate Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the First Level Certificate Trust
Certificates, all as more specifically set forth herein and in the Pooling
Agreement. In the event Company funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Company from the related recoveries on
such Mortgage Loan or from other cash deposited in the Certificate Account to
the extent that such advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Pooling Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company
and the Trustee shall require the transferee to execute an investment letter
in substantially the form attached as Exhibit L to the Pooling Agreement,
which investment letter shall not be an expense of the Company, the Master
Servicer or the Trustee and (ii) in the event that such a transfer is not
made pursuant to Rule 144A under the Securities Act, the Company may require
an Opinion of Counsel satisfactory to the Company that such transfer may be
made without such registration or qualification, which Opinion of Counsel
shall not be an expense of the Company, the Master Servicer or the Trustee.
Neither the Company nor the Trustee will register the Certificate under the
Securities Act, qualify the Certificate under any state securities law or
provide registration rights to any purchaser. Any Holder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
P-3
<PAGE>
The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As
provided in the Pooling Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of Authorized
Denominations evidencing the same aggregate interest in the portion of the
Certificate Trust Available Distribution Amount distributable on this Class
of Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of the
Company, the Trustee or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Company, the Trustee, the Certificate Registrar nor
any such agent shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund, First Level Certificate Trust Fund and Certificate Trust Fund created
thereby shall terminate upon (i) the later of the maturity or other
liquidation (including repurchase by the Company) of the last Mortgage Loan
remaining in the Mortgage Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage
Loan, and (ii) the payment to Certificateholders of all amounts held by the
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 Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage
Loan upon payment to the Certificateholders of the amounts specified in the
Pooling Agreement. The exercise of such right will effect early retirement of
the Certificates, the Company's right to repurchase being subject to the
aggregate unpaid Principal Balance of the Mortgage Loans at the time of
repurchase being less than ten percent (10%) of the aggregate unpaid
Principal Balance of the Mortgage Loans as of the Cut-Off Date.
P-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto ___________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably
constitutes and appoints ________________________________Attorney to transfer
said Certificate on the Certificate Register, with full power of substitution
in the premises.
Dated: _____________ ____________________________________________________
Signature Guaranteed
__________________________________________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within instrument in every particular, without
alteration or enlargement or any change whatever.
P-5
