NORWEST ASSET SECURITIES CORP
8-K, 2000-01-04
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report: December 22, 1999
(Date of earliest event reported)

Commission File No. 333-65481




                      Norwest Asset Securities Corporation
- ------------------------------------------------------------------------------



           Delaware                                        52-1972128
           --------                                        ----------
     (State of Incorporation)                I.R.S. Employer Identification No.



7485 New Horizon Way, Frederick, Maryland                          21703
- -----------------------------------------                          -----
   Address of principal executive offices                       (Zip Code)




                                 (301) 846-8881
               --------------------------------------------------
               Registrant's Telephone Number, including area code





       ---------------------------------------------------------------------
       (Former name, former address and former fiscal year, if changed since
                                  last report)





<PAGE>




ITEM 5.     Other Events

            On December 22, 1999, Norwest Asset Securities Corporation, a
Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1999-28, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-R, Class B-1, Class B-2 and Class B-3 (the "Offered
Certificates"), having an aggregate original principal balance of $172,539,100.
The Offered Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as of December 22, 1999, among the Registrant, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer" or
"Norwest Bank") and First Union National Bank, as trustee (the "Agreement"), a
copy of which is filed as an exhibit hereto. Mortgage Pass-Through Certificates,
Series 1999-28, Class A-PO Certificates, having an aggregate initial principal
balance of $2,517,299.54, and Class B-4, Class B-5 and Class B-6 Certificates,
having an aggregate initial principal balance of $880,157.10 (the "Private Class
B Certificates" and, together with the Class A-PO Certificates and the Offered
Certificates, the "Certificates"), were also issued pursuant to the Agreement.

            As of the date of initial issuance, the Offered Certificates
evidenced an approximate 98.07% undivided interest in a trust fund (the "Trust
Estate"), consisting principally of a pool of fixed interest rate, conventional,
monthly pay, fully-amortizing, one-to four-family residential first mortgage
loans, other than the Fixed Retained Yield (as defined in the Agreement), which
may include loans secured by shares issued by cooperative housing corporations,
originated in connection with the relocation of employees by various corporate
employers that participated in the relocation program of Norwest Mortgage, Inc.
and of employees of various non-participant employees. The remaining undivided
interests in the Trust Estate are evidenced by the Class A-PO and Private Class
B Certificates. Distributions on the Private Class B Certificates are
subordinated to distributions on the Offered Certificates and the Class A-PO
Certificates.

            Interest on the Offered Certificates will be distributed on
each Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.

            An election will be made to treat the Trust Estate as a REMIC for
federal income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-PO, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates will be treated as "regular
interests" in the REMIC and the Class A-R Certificate will be treated as the
"residual interest" in the REMIC.



<PAGE>




      ITEM 7.     Financial Statements and Exhibits

            (c) Exhibits

Item 601(a)
of Regulation S-K
Exhibit No.                         Description
- -----------                         -----------

                        (EX-4)      Pooling and Servicing Agreement, dated as of
                                    December 22, 1999, among Norwest Asset
                                    Securities Corporation, Norwest Bank
                                    Minnesota, National Association and First
                                    Union National Bank, as trustee.



<PAGE>




            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 hereunto duly authorized.


                                       NORWEST ASSET SECURITIES CORPORATION


December 22, 1999


                                       /s/ Alan S. McKenney
                                       ----------------------------------------
                                       Alan S. McKenney
                                       Vice President



<PAGE>





                                INDEX TO EXHIBITS




                                                                 Paper (P) or
Exhibit No.        Description                                  Electronic (E)
- -----------        -----------                                  --------------

(EX-4)             Pooling and Servicing                              E
                   Agreement, dated as of December 22, 1999
                   among Norwest Asset Securities
                   Corporation, Norwest Bank Minnesota,
                   National Association and First Union
                   National Bank, as trustee.






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




                      NORWEST ASSET SECURITIES CORPORATION


                                    (Seller)

                                       and

                 NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                (Master Servicer)

                                       and

                            FIRST UNION NATIONAL BANK

                                    (Trustee)

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 22, 1999

                               $175,936,556.64

                       Mortgage Pass-Through Certificates
                                 Series 1999-28




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




<PAGE>






                                TABLE OF CONTENTS

                                                                            Page


                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Definitions...................................................
Section 1.02  Acts of Holders...............................................
Section 1.03  Effect of Headings and Table of Contents......................
Section 1.04  Benefits of Agreement.........................................


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans..................................
Section 2.02  Acceptance by Trustee.........................................
Section 2.03  Representations and Warranties of the Master Servicer and
               the Seller...................................................
Section 2.04  Execution and Delivery of Certificates........................
Section 2.05  Designation of Certificates; Designation of Startup Day
               and Latest Possible Maturity Date............................


                                   ARTICLE III

                ADMINISTRATION OF THE TRUST ESTATE: SERVICING
                              OF THE MORTGAGE LOANS

Section 3.01  Certificate Account...........................................
Section 3.02  Permitted Withdrawals from the Certificate Account............
Section 3.03  Advances by Master Servicer and Trustee.......................
Section 3.04  Trustee to Cooperate; Release of Owner Mortgage Loan
               Files........................................................
Section 3.05  Reports to the Trustee; Annual Compliance Statements..........
Section 3.06  Title, Management and Disposition of Any REO Mortgage
               Loan.........................................................
Section 3.07  Amendments to Servicing Agreements, Modification of
               Standard Provisions..........................................
Section 3.08  Oversight of Servicing........................................
Section 3.09  Termination and Substitution of Servicing Agreements..........
Section 3.10  Application of Net Liquidation Proceeds.......................
Section 3.11  Act Reports...................................................
<PAGE>


                                   ARTICLE IV

                  DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
                         PAYMENTS TO CERTIFICATEHOLDERS;
                             STATEMENTS AND REPORTS

Section 4.01  Distributions.................................................
Section 4.02  Allocation of Realized Losses.................................
Section 4.03  Paying Agent..................................................
Section 4.04  Statements to Certificateholders; Report to the Trustee
               and the Seller...............................................
Section 4.05  Reports to Mortgagors and the Internal Revenue Service........
Section 4.06  Calculation of Amounts; Binding Effect of Interpretations
               and Actions of Master Servicer...............................


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates..............................................
Section 5.02  Registration of Certificates..................................
Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04  Persons Deemed Owners.........................................
Section 5.05  Access to List of Certificateholders' Names and Addresses.....
Section 5.06  Maintenance of Office or Agency...............................
Section 5.07  Definitive Certificates.......................................
Section 5.08  Notices to Clearing Agency....................................


                                   ARTICLE VI

                       THE SELLER AND THE MASTER SERVICER

Section 6.01  Liability of the Seller and the Master Servicer...............
Section 6.02  Merger or Consolidation of the Seller or the Master
               Servicer.....................................................
Section 6.03  Limitation on Liability of the Seller, the Master
               Servicer and Others..........................................
Section 6.04  Resignation of the Master Servicer............................
Section 6.05  Compensation to the Master Servicer...........................
Section 6.06  Assignment or Delegation of Duties by Master Servicer.........
Section 6.07  Indemnification of Trustee and Seller by Master Servicer......
Section 6.08  Master Servicer Covenants Concerning Year 2000 Compliance.....


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default.............................................
Section 7.02  Other Remedies of Trustee.....................................

<PAGE>

Section 7.03  Directions by Certificateholders and Duties of Trustee
               During Event of Default......................................
Section 7.04  Action upon Certain Failures of the Master Servicer and
               upon Event of Default........................................
Section 7.05  Trustee to Act; Appointment of Successor......................
Section 7.06  Notification to Certificateholders............................


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee.............................................
Section 8.02  Certain Matters Affecting the Trustee.........................
Section 8.03  Trustee Not Required to Make Investigation....................
Section 8.04  Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05  Trustee May Own Certificates..................................
Section 8.06  The Master Servicer to Pay Fees and Expenses..................
Section 8.07  Eligibility Requirements......................................
Section 8.08  Resignation and Removal.......................................
Section 8.09  Successor.....................................................
Section 8.10  Merger or Consolidation.......................................
Section 8.11  Authenticating Agent..........................................
Section 8.12  Separate Trustees and Co-Trustees.............................
Section 8.13  Appointment of Custodians.....................................
Section 8.14  Tax Matters; Compliance with REMIC Provisions.................
Section 8.15  Monthly Advances..............................................
Section 8.16  Trustee Covenants Concerning Year 2000 Compliance.............


                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination upon Purchase by the Seller or Liquidation of
               All Mortgage Loans...........................................
Section 9.02  Additional Termination Requirements...........................


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement......................................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law; Jurisdiction...................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................

<PAGE>

Section 10.07 Special Notices to Rating Agencies............................
Section 10.08 Covenant of Seller............................................
Section 10.09 Recharacterization............................................


                                   ARTICLE XI

                             TERMS FOR CERTIFICATES

Section 11.01 Class A Fixed Pass-Through Rate...............................
Section 11.02 Cut-Off Date..................................................
Section 11.03 Cut-Off Date Aggregate Principal Balance......................
Section 11.04 Original Class A Percentage...................................
Section 11.05 Original Principal Balances of the Classes of Class A
               Certificates.................................................
Section 11.06 Original Class A Non-PO Principal Balance.....................
Section 11.07 Original Subordinated Percentage..............................
Section 11.08 Original Class B-1 Percentage.................................
Section 11.09 Original Class B-2 Percentage.................................
Section 11.10 Original Class B-3 Percentage.................................
Section 11.11 Original Class B-4 Percentage.................................
Section 11.12 Original Class B-5 Percentage.................................
Section 11.13 Original Class B-6 Percentage.................................
Section 11.14 Original Class B Principal Balance............................
Section 11.15 Original Principal Balances of the Classes of Class B
               Certificates.................................................
Section 11.16 Original Class B-1 Fractional Interest........................
Section 11.17 Original Class B-2 Fractional Interest........................
Section 11.18 Original Class B-3 Fractional Interest........................
Section 11.19 Original Class B-4 Fractional Interest........................
Section 11.20 Original Class B-5 Fractional Interest........................
Section 11.21 Closing Date..................................................
Section 11.22 Right to Purchase.............................................
Section 11.23 Wire Transfer Eligibility.....................................
Section 11.24 Single Certificate............................................
Section 11.25 Servicing Fee Rate............................................
Section 11.26 Master Servicing Fee Rate.....................................


                                    EXHIBITS


EXHIBIT A-1       -     Form of Face of Class A-1 Certificate
EXHIBIT A-2       -     Form of Face of Class A-2 Certificate
EXHIBIT A-3       -     Form of Face of Class A-3 Certificate
EXHIBIT A-4       -     Form of Face of Class A-4 Certificate
EXHIBIT A-5       -     Form of Face of Class A-5 Certificate
EXHIBIT A-6       -     Form of Face of Class A-6 Certificate
EXHIBIT A-PO      -     Form of Face of Class A-PO Certificate
EXHIBIT A-R       -     Form of Face of Class A-R Certificate

<PAGE>

EXHIBIT B-1       -     Form of Face of Class B-1 Certificate
EXHIBIT B-2       -     Form of Face of Class B-2 Certificate
EXHIBIT B-3       -     Form of Face of Class B-3 Certificate
EXHIBIT B-4       -     Form of Face of Class B-4 Certificate
EXHIBIT B-5       -     Form of Face of Class B-5 Certificate
EXHIBIT B-6       -     Form of Face of Class B-6 Certificate
EXHIBIT C         -     Form of Reverse of Series 1999-28 Certificates
EXHIBIT D         -     Reserved
EXHIBIT E         -     Custodial Agreement
EXHIBIT F-1       -     Schedule of Mortgage Loans Serviced by Norwest
                        Mortgage
EXHIBIT F-2       -     Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G         -     Request for Release
EXHIBIT H         -     Affidavit Pursuant to Section 860E(e)(4) of the
                        Internal Revenue Code of 1986, as amended, and for
                        Non-ERISA Investors
EXHIBIT I         -     Letter from Transferor of Residual Certificates
EXHIBIT J         -     Transferee's Letter (Class [A-PO][B-4][B-5][B-6]
                        Certificates)
EXHIBIT K         -     Transferee's Letter (Class [B-1][B-2][B-3]
                        Certificates)
EXHIBIT L         -     Servicing Agreements
EXHIBIT M         -     Form of Special Servicing Agreement


<PAGE>





            This Pooling and Servicing Agreement, dated as of December 22, 1999
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL
BANK, as Trustee.


                                WITNESSETH THAT:

            In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01      DEFINITIONS.

            Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.

            Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.

            Accretion  Directed   Certificates:   The  Class A-1,   Class A-3,
Class A-4 and Class A-6 Certificates.

            Accretion Termination Date: (A) for the Class A-2 Certificates will
be the earlier to occur of (i) the Distribution Date following the Distribution
Date on which the Principal Balance of the Class A-6 Certificates has been
reduced to zero or (ii) the Cross-Over Date; and (B) for the Class A-5
Certificates will be the earlier to occur of (i) the Distribution Date following
the Distribution Date on which the Principal Balances of the Class A-3 and Class
A-4 Certificates have been reduced to zero or (ii) the Cross-Over Date;

            Accrual Certificates:  The Class A-2 and Class A-5 Certificates.

            Accrual Distribution Amount: As to any Distribution Date prior to
the applicable Accretion Termination Date and any Class of Accrual Certificates,
an amount equal to the sum of (i) the Class A Interest Percentage of such Class
of Accrual Certificates of the Current Class A Interest Distribution Amount and
(ii) the Class A Interest Shortfall Percentage of such Class of Accrual
Certificates of the amount distributed in respect of the Classes of Class A
Certificates pursuant to Paragraph second of Section 4.01(a) on such
Distribution Date. As to any Distribution Date on or after the applicable
Accretion Termination Date, zero.

<PAGE>


            Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.

            Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any Realized Loss (other than a Debt
Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through
the end of the month preceding such Distribution Date.

            Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.

            Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and Class B Principal Balance as of
the related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.

            Aggregate Class A Distribution Amount: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.

            Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates.

<PAGE>

            Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.

            Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.

            Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.

            Aggregate  Foreclosure  Profits:  As to any Distribution Date, the
aggregate  amount of  Foreclosure  Profits with respect to all of the Mortgage
Loans.

            Agreement:   This  Pooling  and   Servicing   Agreement   and  all
amendments and supplements hereto.

            Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b)
hereof.

            Authenticating  Agent: Any  authenticating  agent appointed by the
Trustee pursuant to Section 8.11.  There shall initially be no  Authenticating
Agent for the Certificates.

            Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.

            Bankruptcy Code:  The Bankruptcy Code of 1978, as amended.

            Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.

<PAGE>


         Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.

            Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.

            Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates and Class A-6 Certificates, beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).

            Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.

            Certificate:  Any  one  of the  Class A  Certificates  or  Class B
Certificates.

            Certificate   Account:   The   trust   account   established   and
maintained  by the  Master  Servicer  in the name of the  Master  Servicer  on
behalf of the Trustee pursuant to Section 3.01.  The Certificate Account shall
be an Eligible Account.

            Certificate  Custodian:  Initially,  First  Union  National  Bank;
thereafter any other Certificate  Custodian acceptable to The Depository Trust
Company and selected by the Trustee.

            Certificate  Register  and  Certificate  Registrar:  Respectively,
the  register  maintained  pursuant  to  and  the  registrar  provided  for in
Section 5.02. The initial Certificate Registrar is the Trustee.

            Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.

<PAGE>


            Class:  All  certificates  whose  form  is  identical  except  for
variations in the Percentage Interest evidenced thereby.

            Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-PO Certificates or Class A-R
Certificate.

            Class A  Certificateholder:  The  registered  holder  of a Class A
Certificate.

            Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-2, Class A-5 and Class
A-PO Certificates), the amount distributable to such Class of Class A
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a). As to the Class A-2 and Class A-5 Certificates, (a) as to any
Distribution Date prior to the applicable Accretion Termination Date, the amount
distributable to such Class of Accrual Certificates pursuant to the provisos in
Paragraphs first and second of Section 4.01(a) and Paragraph third clause (A) of
Section 4.01(a) and (b) as to any Distribution Date on or after the applicable
Accretion Termination Date, the amount distributable to such Class of Accrual
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a). As to any Distribution Date and the Class A-PO Certificates,
the amount distributable to the Class A-PO Certificates pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a) on such Distribution Date.

            Class A  Fixed  Pass-Through  Rate: As to any  Distribution  Date,
the rate per annum set forth in Section 11.01.

            Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.

            Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).

            Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a) including, in the case of a Class of Accrual
Certificates prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.

            Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.

<PAGE>


            Class A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Class A Certificates
(other than the Accrual Certificates and the Class A-PO Certificates); and (ii)
with respect to each Class of Accrual Certificates, the lesser of the Principal
Balance of such Class of Accrual Certificates and the Original Principal Balance
of such Class of Accrual Certificates.

            Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class (or, in the case of a Class of Accrual Certificates, the Original
Principal Balance of such Class if lower) by the Class A Loss Denominator
(determined without regard to any such Principal Balance of any Class of Class A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.

            Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.

            Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:

      (i) the Class A Percentage of (A) the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
      been reduced to zero, the principal portion of any Debt Service Reduction
      with respect to such Mortgage Loan;

      (ii) the Class A Prepayment Percentage of all Unscheduled Principal
      Receipts that were received by a Servicer with respect to such Mortgage
      Loan during the Applicable Unscheduled Principal Receipt Period relating
      to such Distribution Date for each applicable type of
      Unscheduled Principal Receipt;

      (iii) the Class A Prepayment Percentage of the Scheduled Principal Balance
      of such Mortgage Loan which, during the month preceding the month of such
      Distribution Date, was repurchased by the Seller pursuant to Section 2.02
      or 2.03; and

      (iv) the Class A Percentage of the excess of the unpaid principal balance
      of such Mortgage Loan substituted for a defective Mortgage Loan during the
      month preceding the month in which such Distribution Date occurs over the
      unpaid principal balance of such defective Mortgage Loan, less the amount
      allocable to the principal portion of any unreimbursed Periodic Advances
      previously made by the applicable Servicer, the Master Servicer or the
      Trustee in respect of such defective Mortgage Loan.

            Class A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph third clause (A) of Section 4.01(a).

            Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.

<PAGE>


            Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the sum of the Accrual Distribution Amounts, if any, with
respect to such Distribution Date and (ii) the Class A Non-PO Principal Amount
with respect to such Distribution Date.

            Class A Pass-Through Rate: As to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6 and Class A-R Certificates, the Class A
Fixed Pass-Through Rate. The Class A-PO Certificates are not entitled to
interest and have no Class A Pass-Through Rate.

            Class A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.

            Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in December 2004, 100%. As to any Distribution
Date subsequent to December 2004 to and including the Distribution Date in
December 2005, the Class A Percentage as of such Distribution Date plus 70% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2005 to and including the Distribution Date in
December 2006, the Class A Percentage as of such Distribution Date plus 60% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2006 to and including the Distribution Date in
December 2007, the Class A Percentage as of such Distribution Date plus 40% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2007 to and including the Distribution Date in
December 2008, the Class A Percentage as of such Distribution Date plus 20% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2008, the Class A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to Holders of Class A Certificates on any Distribution Date of the
Class A Prepayment Percentage provided above of (a) Unscheduled Principal
Receipts distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the December
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Class A Prepayment Percentage for the current
Distribution Date, the current Class A Percentage and Subordinated Percentage
shall be utilized). In order for the reduction referred to in the second through
sixth sentences to be applicable, with respect to any

<PAGE>


Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) must be less than 50% of the current Class B Principal Balance and (b)
cumulative Realized Losses shall not exceed (1) 30% of the Original Class B
Principal Balance if such Distribution Date occurs between and including January
2005 and December 2005, (2) 35% of the Original Class B Principal Balance if
such Distribution Date occurs between and including January 2006 and December
2006, (3) 40% of the Original Class B Principal Balance if such Distribution
Date occurs between and including January 2007 and December 2007, (4) 45% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including January 2008 and December 2008, and (5) 50% of the Original Class B
Principal Balance if such Distribution Date occurs during or after January 2009.
With respect to any Distribution Date on which the Class A Prepayment Percentage
is reduced below the Class A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trustee, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.

            Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-PO Certificates and Class A-R
Certificate.

            Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class (or in
the case of a Class of Accrual Certificates prior to the applicable Accretion
Termination Date, the amount included in the Accrual Distribution Amount
pursuant to clause (ii) of the definition thereof) on prior Distribution Dates
pursuant to Paragraph second of Section 4.01(a).

            Class A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.

            Class A-1   Certificateholder:   The   registered   holder   of  a
Class A-1 Certificate.

            Class A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.

            Class A-2   Certificateholder:   The   registered   holder   of  a
Class A-2 Certificate.

            Class A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.

            Class A-3   Certificateholder:   The   registered   holder   of  a
Class A-3 Certificate.

<PAGE>


            Class A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.

            Class A-4   Certificateholder:   The   registered   holder   of  a
Class A-4 Certificate.

            Class A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.

            Class A-5   Certificateholder:   The   registered   holder   of  a
Class A-5 Certificate.

            Class A-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-6 and Exhibit C hereto.

            Class A-6   Certificateholder:   The   registered   holder   of  a
Class A-6 Certificate.

            Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.

            Class A-PO   Certificateholder:   The   registered   holder  of  a
Class A-PO Certificate.

            Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.

            Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:

      (i) (A) the principal portion of the Monthly Payment due on the Due Date
      occurring in the month of such Distribution Date on such Mortgage Loan,
      less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
      principal portion of any Debt Service Reduction with respect to such
      Mortgage Loan;

<PAGE>



      (ii) all Unscheduled Principal Receipts that were received by a Servicer
      with respect to such Mortgage Loan during the Applicable Unscheduled
      Principal Receipt Period relating to such Distribution Date for each
      applicable type of Unscheduled Principal Receipt;

      (iii) the Scheduled Principal Balance of each Mortgage Loan that was
      repurchased by the Seller during such preceding month pursuant to Section
      2.02 or 2.03;

      (iv) the excess of the unpaid principal balance of such Mortgage Loan
      substituted for a defective Mortgage Loan during the month preceding the
      month in which such Distribution Date occurs over the unpaid principal
      balance of such defective Mortgage Loan, less the amount allocable to the
      principal portion of any unreimbursed Periodic Advances previously made by
      the applicable Servicer, the Master Servicer or the Trustee in respect of
      such defective Mortgage Loan.

            Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.

            Class A-R   Certificateholder:   The  registered   holder  of  the
Class A-R Certificate.

            Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.

            Class B  Certificateholder:  The  registered  holder  of a Class B
Certificate.

            Class B  Distribution  Amount:  Any of the  Class B-1,  Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.

            Class B Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.

            Class B Interest Percentage: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).

            Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.

            Class B Loss Percentage: As to any Determination Date and any Class
of Class B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class of Class B Certificates by the Class B
Principal Balance (determined without regard to any


<PAGE>

Principal Balance of any Class of Class B Certificates not then outstanding), in
each case determined as of the preceding Determination Date.

            Class B  Pass-Through  Rate: As to any Distribution  Date,  7.000%
per annum.

            Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.

            Class B  Prepayment  Percentage:  Any of the Class B-1  Prepayment
Percentage,  Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage,  Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.

            Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.

            Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.

            Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.

            Class B-1   Certificateholder:   The   registered   holder   of  a
Class B-1 Certificate.

            Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).

            Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).

            Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:

      (i) the Class B-1 Percentage of (A) the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
      been reduced to zero, the principal portion of any Debt Service Reduction
      with respect to such Mortgage Loan;

      (ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
      Receipts that were received by a Servicer with respect to such Mortgage
      Loan during the Applicable Unscheduled Principal Receipt Period relating
      to such Distribution Date for each applicable type of
      Unscheduled Principal Receipt;

<PAGE>


      (iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the month preceding the month
      of such Distribution Date, was repurchased by the Seller pursuant to
      Section 2.02 or 2.03; and

      (iv) the Class B-1 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a defective Mortgage Loan
      during the month preceding the month in which such Distribution Date
      occurs over the unpaid principal balance of such defective Mortgage Loan,
      less the amount allocable to the principal portion of any unreimbursed
      Periodic Advances previously made by the applicable Servicer, the Master
      Servicer or the Trustee in respect of such defective Mortgage Loan;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.

            Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.

            Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.

            Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.

<PAGE>


            Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).

            Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.

            Class B-2   Certificateholder:   The   registered   holder   of  a
Class B-2 Certificate.

            Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).

            Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).

            Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:

      (i) the Class B-2 Percentage of (A) the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
      been reduced to zero, the principal portion of any Debt Service Reduction
      with respect to such Mortgage Loan;

      (ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
      Receipts that were received by a Servicer with respect to such Mortgage
      Loan during the Applicable Unscheduled Principal Receipt Period relating
      to such Distribution Date for each applicable type of
      Unscheduled Principal Receipt;

      (iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the month preceding the month
      of such Distribution Date, was repurchased by the Seller pursuant to
      Section 2.02 or 2.03; and

      (iv) the Class B-2 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a defective Mortgage Loan
      during the month preceding the month in which such Distribution Date
      occurs over the unpaid principal balance of such defective Mortgage Loan,
      less the amount allocable to the principal portion of any unreimbursed
      Periodic Advances previously made by the applicable Servicer, the Master
      Servicer or the Trustee in respect of such defective Mortgage Loan;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the

<PAGE>


Class B-2 Optimal Principal Amount calculated as described in the preceding
provisions and (B) the Adjusted Principal Balance for the Class B-2
Certificates.

            Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.

            Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.

            Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.

            Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).

            Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.

            Class B-3   Certificateholder:   The   registered   holder   of  a
Class B-3 Certificate.

            Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).

<PAGE>


            Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).

            Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:

      (i) the Class B-3 Percentage of (A) the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
      been reduced to zero, the principal portion of any Debt Service Reduction
      with respect to such Mortgage Loan;

      (ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
      Receipts that were received by a Servicer with respect to such Mortgage
      Loan during the Applicable Unscheduled Principal Receipt Period relating
      to such Distribution Date for each applicable type of
      Unscheduled Principal Receipt;

      (iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the month preceding the month
      of such Distribution Date, was repurchased by the Seller pursuant to
      Section 2.02 or 2.03; and

      (iv) the Class B-3 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a defective Mortgage Loan
      during the month preceding the month in which such Distribution Date
      occurs over the unpaid principal balance of such defective Mortgage Loan,
      less the amount allocable to the principal portion of any unreimbursed
      Periodic Advances previously made by the applicable Servicer, the Master
      Servicer or the Trustee in respect of such defective Mortgage Loan;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.

            Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal

<PAGE>


Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.

            Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.

            Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.

            Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).

            Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.

            Class B-4   Certificateholder:   The   registered   holder   of  a
Class B-4 Certificate.

            Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).

            Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).

            Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:

      (i) the Class B-4 Percentage of (A) the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
      been reduced to zero, the principal portion of any Debt Service Reduction
      with respect to such Mortgage Loan;

      (ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
      Receipts that were received by a Servicer with respect to such Mortgage
      Loan during the Applicable

<PAGE>


      Unscheduled Principal Receipt Period relating to such Distribution Date
      for each applicable type of Unscheduled Principal Receipt;

      (iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the month preceding the month
      of such Distribution Date, was repurchased by the Seller pursuant to
      Section 2.02 or 2.03; and

      (iv) the Class B-4 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a defective Mortgage Loan
      during the month preceding the month in which such Distribution Date
      occurs over the unpaid principal balance of such defective Mortgage Loan,
      less the amount allocable to the principal portion of any unreimbursed
      Periodic Advances previously made by the applicable Servicer, the Master
      Servicer or the Trustee in respect of such defective Mortgage Loan;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.

            Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.

            Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.

            Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the

<PAGE>

sum of the Class A Principal Balance, the Class B-1 Principal Balance, the Class
B-2 Principal Balance and the Class B-3 Principal Balance as of such
Determination Date.

            Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).

            Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.

            Class B-5   Certificateholder:   The   registered   holder   of  a
Class B-5 Certificate.

            Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).

            Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).

            Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:

      (i) the Class B-5 Percentage of (A) the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
      been reduced to zero, the principal portion of any Debt Service Reduction
      with respect to such Mortgage Loan;

      (ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
      Receipts that were received by a Servicer with respect to such Mortgage
      Loan during the Applicable Unscheduled Principal Receipt Period relating
      to such Distribution Date for each applicable type of
      Unscheduled Principal Receipt;

      (iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the month preceding the month
      of such Distribution Date, was repurchased by the Seller pursuant to
      Section 2.02 or 2.03; and

      (iv) the Class B-5 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a defective Mortgage Loan
      during the month preceding the month in which such Distribution Date
      occurs over the unpaid principal balance of such defective Mortgage Loan,
      less the amount allocable to the principal portion of any unreimbursed
      Periodic Advances previously made by the applicable Servicer, the Master
      Servicer or the Trustee in respect of such defective Mortgage Loan;
<PAGE>

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.

            Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.

            Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.

            Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.

            Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).

            Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.

            Class B-6   Certificateholder:   The   registered   holder   of  a
Class B-6 Certificate.

<PAGE>


            Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).

            Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).

            Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:

      (i) the Class B-6 Percentage of (A) the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
      been reduced to zero, the principal portion of any Debt Service Reduction
      with respect to such Mortgage Loan;

      (ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
      Receipts that were received by a Servicer with respect to such Mortgage
      Loan during the Applicable Unscheduled Principal Receipt Period relating
      to such Distribution Date for each applicable type of
      Unscheduled Principal Receipt;

      (iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the month preceding the month
      of such Distribution Date, was repurchased by the Seller pursuant to
      Section 2.02 or 2.03; and

      (iv) the Class B-6 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a defective Mortgage Loan
      during the month preceding the month in which such Distribution Date
      occurs over the unpaid principal balance of such defective Mortgage Loan,
      less the amount allocable to the principal portion of any unreimbursed
      Periodic Advances previously made by the applicable Servicer, the Master
      Servicer or the Trustee in respect of such defective Mortgage Loan;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.

            Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.

<PAGE>

            Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.

            Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.

            Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).

            Clearing  Agency:  An  organization   registered  as  a  "clearing
agency"  pursuant to Section 17A  of the  Securities  Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.

            Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.

            Closing Date:  The date of initial  issuance of the  Certificates,
as set forth in Section 11.21.

            Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.

            Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.

            Co-op  Shares:   Shares  issued  by  private   non-profit  housing
corporations.

<PAGE>

            Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument is located at 230 South
Tryon Street, Charlotte, North Carolina 28288.

            Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.

            Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):

            (A)   in the  case  where  the  Applicable  Unscheduled  Principal
                  Receipt  Period is the  Mid-Month  Receipt  Period  and such
                  Unscheduled  Principal  Receipt is received by the  Servicer
                  on or after the  Determination  Date in the month  preceding
                  the month of such  Distribution  Date but prior to the first
                  day of the month of such  Distribution  Date,  the amount of
                  interest  that  would  have  accrued  at  the  Net  Mortgage
                  Interest  Rate on the amount of such  Unscheduled  Principal
                  Receipt  from the day of its  receipt  or, if  earlier,  its
                  application  by the  Servicer  through  the  last day of the
                  month preceding the month of such Distribution Date; and

            (B)   in the  case  where  the  Applicable  Unscheduled  Principal
                  Receipt  Period is the Prior Month  Receipt  Period and such
                  Unscheduled  Principal  Receipt is received by the  Servicer
                  during the month  preceding  the month of such  Distribution
                  Date,  the amount of interest that would have accrued at the
                  Net   Mortgage   Interest   Rate  on  the   amount  of  such
                  Unscheduled  Principal  Receipt  from the day of its receipt
                  or, if earlier,  its application by the Servicer through the
                  last day of the month in which  such  Unscheduled  Principal
                  Receipt is received.

            Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.

            Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.

            Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.

<PAGE>

            Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.

            Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.

            Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.

            Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.

            Curtailment:  Any Principal  Prepayment  made by a Mortgagor which
is not a Prepayment in Full.

            Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.

            Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.

            Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of either of them. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.

            Cut-Off  Date:  The first day of the month of initial  issuance of
the Certificates as set forth in Section 11.02.

<PAGE>


            Cut-Off Date  Aggregate  Principal  Balance:  The aggregate of the
Cut-Off  Date  Principal  Balances  of the  Mortgage  Loans is as set forth in
Section 11.03.

            Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.

            Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.

            Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.

            Definitive Certificates:  As defined in Section 5.01(b).

            Denomination:  The amount,  if any,  specified on the face of each
Certificate  representing the principal  portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.

            Determination  Date:  The  17th  day of the  month  in  which  the
related  Distribution  Date occurs, or if such 17th day is not a Business Day,
the Business Day preceding such 17th day.

            Discount  Mortgage  Loan:  A  Mortgage  Loan  with a Net  Mortgage
Interest Rate of less than 7.000%.

            Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.

            Due  Date:  With  respect  to any  Mortgage  Loan,  the day of the
month in which the Monthly  Payment on such  Mortgage  Loan is scheduled to be
paid.

            Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the

<PAGE>

Savings Association Insurance Fund, (iii) the deposits in which are insured by
the FDIC through either the Bank Insurance Fund or the Savings Association
Insurance Fund (to the limit established by the FDIC) and the uninsured deposits
in which accounts are otherwise secured, as evidenced by an Opinion of Counsel
delivered to the Trustee, such that the Trustee, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.

            Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):

      (i) obligations of the United States of America or any agency thereof,
      provided such obligations are backed by the full faith and credit of the
      United States of America;

      (ii) general obligations of or obligations guaranteed by any state of the
      United States of America or the District of Columbia receiving the highest
      short-term or highest long-term rating of each Rating Agency, or such
      lower rating as would not result in the downgrading or withdrawal of the
      rating then assigned to any of the Certificates by either Rating Agency or
      result in any of such rated Certificates being placed on credit review
      status (other than for possible upgrading) by either Rating Agency;

      (iii) commercial or finance company paper which is then rated in the
      highest long-term commercial or finance company paper rating category of
      each Rating Agency or the highest short-term rating category of each
      Rating Agency, or such lower rating category as would not result in the
      downgrading or withdrawal of the rating then assigned to any of the
      Certificates by either Rating Agency or result in any of such rated
      Certificates being placed on credit review status (other than for possible
      upgrading) by either Rating Agency;

      (iv) certificates of deposit, demand or time deposits, federal funds or
      banker's acceptances issued by any depository institution or trust company
      incorporated under the laws of the United States or of any state thereof
      and subject to supervision and examination by federal and/or state banking
      authorities, provided that the commercial paper and/or debt obligations of
      such depository institution or trust company (or in the case of the
      principal depository institution in a holding company system, the
      commercial paper or debt obligations of such holding company) are then
      rated in the highest short-term or the highest long-term rating category
      for such securities of each of the Rating Agencies, or such lower rating
      categories as would not result in the downgrading or withdrawal of the
      rating then assigned to any of the Certificates by either Rating Agency or
      result in any of such rated Certificates being placed on credit review
      status (other than for possible upgrading) by either Rating Agency;

<PAGE>

      (v) guaranteed reinvestment agreements issued by any bank, insurance
      company or other corporation acceptable to each Rating Agency at the time
      of the issuance of such agreements;

      (vi) repurchase agreements on obligations with respect to any security
      described in clauses (i) or (ii) above or any other security issued or
      guaranteed by an agency or instrumentality of the United States of
      America, in either case entered into with a depository institution or
      trust company (acting as principal) described in (iv) above;

      (vii) securities (other than stripped bonds or stripped coupon securities)
      bearing interest or sold at a discount issued by any corporation
      incorporated under the laws of the United States of America or any state
      thereof which, at the time of such investment or contractual commitment
      providing for such investment, are then rated in the highest short-term or
      the highest long-term rating category by each Rating Agency, or in such
      lower rating category as would not result in the downgrading or withdrawal
      of the rating then assigned to any of the Certificates by either Rating
      Agency or result in any of such rated Certificates being placed on credit
      review status (other than for possible upgrading) by either Rating Agency;
      and

      (viii) such other investments acceptable to each Rating Agency as would
      not result in the downgrading of the rating then assigned to the
      Certificates by either Rating Agency or result in any of such rated
      Certificates being placed on credit review status (other than for possible
      upgrading) by either Rating Agency.

            In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.

            ERISA:  The Employee  Retirement  Income  Security Act of 1974, as
amended.

            ERISA Prohibited Holder:  As defined in Section 5.02(d).

            Errors and Omissions  Policy:  As defined in each of the Servicing
Agreements.

            Event of Default:  Any of the events specified in Section 7.01.

            Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.

            Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.

            Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then

<PAGE>

zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.

            Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in Frederick, Maryland under the Norwest Servicing Agreement.

            Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.

            FDIC: The Federal Deposit  Insurance  Corporation or any successor
thereto.

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

            Fidelity Bond:  As defined in each of the Servicing Agreements.

            Final  Distribution  Date:  The  Distribution  Date on  which  the
final  distribution  in  respect  of the  Certificates  is  made  pursuant  to
Section 9.01.

            Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates is January 25, 2030 which corresponds to the "latest possible
maturity date" for purposes of Section 860G(a)(1) of the Internal Revenue Code
of 1986, as amended.

<PAGE>


            Fitch: Fitch IBCA, Inc., or its successor in interest.

            Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 7.000%,
(b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.

            Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 7.000%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.

            FNMA:  Fannie Mae or any successor thereto.

            Foreclosure Profits: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.

            Fraud  Loss:  A  Liquidated  Loan Loss as to which there was fraud
in the origination of such Mortgage Loan.

            Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $3,518,731.13 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.

            Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.

            Holder:  See "Certificateholder."

            Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have

<PAGE>


any direct financial interest or any material indirect financial interest in the
Seller or the Master Servicer or any Servicer or in an affiliate of either, and
(iii) is not connected with the Seller, the Master Servicer or any Servicer as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.

            Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.

            Insurance  Proceeds:  Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.

            Insured  Expenses:   Expenses  covered  by  any  Insurance  Policy
covering a Mortgage Loan.

            Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-PO Certificates), (a) the
product of (i) 1/12th of the Class A Pass-Through Rate for such Class and (ii)
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (b) the Class A Interest Percentage of such Class of (i)
any Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.

            As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).

            Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.

            Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month

<PAGE>


preceding the month in which such Distribution Date occurs, over (ii) Net
Liquidation Proceeds with respect to such Liquidated Loan.

            Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.

            Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.

            Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.

            Master  Servicer:  Norwest Bank Minnesota,  National  Association,
or its successor in interest.

            Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.

            Master Servicing Fee Rate:  As set forth in Section 11.26.

            MERS:  As defined in Section 2.01.

            Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.

            Month End Interest:  As defined in each Servicing Agreement.

<PAGE>



            Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).

            Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.

            Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.

            Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of December 22, 1999 between Norwest Mortgage, as seller, and
the Seller, as purchaser.

            Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage
Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.

            Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1 and F-2, which list may be amended following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or
2.03 and which list shall set forth at a minimum the following information of
the close of business on the Cut-Off Date (or, with respect to Substitute
Mortgage Loans, as of the close of business on the day of substitution) as to
each Mortgage Loan:

      (i)      the Mortgage Loan identifying number;

      (ii)     the city, state and zip code of the Mortgaged Property;

      (iii)    the type of property;

      (iv)     the Mortgage Interest Rate;

      (v)      the Net Mortgage Interest Rate;

      (vi)     the Monthly Payment;

      (vii)    the original number of months to maturity;

      (viii)   the scheduled maturity date;

      (ix)     the Cut-Off Date Principal Balance;

<PAGE>



      (x)      the Loan-to-Value Ratio at origination;

      (xi)     whether such Mortgage Loan is a Subsidy Loan;

      (xii)    whether such Mortgage Loan is covered by primary mortgage
               insurance;

      (xiii)   the Servicing Fee Rate;

      (xiv)    the Master Servicing Fee Rate;

      (xv)     Fixed Retained Yield, if applicable; and

      (xvi)    for each Exhibit F-2 Mortgage Loan, the name of the Servicer with
               respect thereto.

            Such schedule may consist of multiple reports that collectively set
forth all of the information required.

            Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as 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 together
with any related Mortgage Loan Riders, if applicable.

            Mortgaged  Property:  The  property  subject to a Mortgage,  which
may include Co-op Shares or residential long-term leases.

            Mortgagor:  The obligor on a Mortgage Note.

            Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.

            Net  Liquidation  Proceeds:  As to any  defaulted  Mortgage  Loan,
Liquidation Proceeds net of Liquidation Expenses.

            Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the Servicing Fee Rate, as set forth in Section 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.

<PAGE>



            Net REO Proceeds:  As to any REO Mortgage  Loan,  REO Proceeds net
of any related expenses of the Servicer.

            Non-permitted Foreign Holder:  As defined in Section 5.02(d).

            Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 7.000%.

            Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer or delivered to the Trustee, in each case detailing the reasons for
such determination.

            Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.

            Non-U.S. Person:  As defined in Section 4.01(f).

            Norwest  Mortgage:  Norwest  Mortgage,  Inc.,  or its successor in
interest.

            Norwest  Mortgage  Correspondents:  The  entities  listed  on  the
Mortgage Loan  Schedule,  from which Norwest  Mortgage  purchased the Mortgage
Loans.

            Norwest Servicing  Agreement:  The Servicing  Agreement  providing
for the  servicing  of the  Exhibit F-1  Mortgage  Loans  initially by Norwest
Mortgage.

            Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.

<PAGE>


            Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.

            Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.

            Original  Class A  Percentage:  The Class A  Percentage  as of the
Cut-Off Date, as set forth in Section 11.04.

            Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6 and Class A-R Certificates, as set forth in Section 11.06.

            Original  Class B  Principal  Balance:  The  sum of  the  Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance and Original Class B-6 Principal Balance, as set
forth in Section 11.14.

            Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.

<PAGE>

            Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.

            Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.

            Original   Class B-4   Fractional   Interest:   As  to  the  first
Distribution  Date,  the  percentage  obtained  by  dividing  the  sum  of the
Original  Class B-5  Principal  Balance and the Original  Class B-6  Principal
Balance by the sum of the Original  Class A Non-PO  Principal  Balance and the
Original  Class B  Principal  Balance.   The  Original  Class B-4   Fractional
Interest is specified in Section 11.19.

            Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.

            Original  Class B-1  Percentage:  The  Class B-1  Percentage as of
the Cut-Off Date, as set forth in Section 11.08.

            Original  Class B-2  Percentage:  The  Class B-2  Percentage as of
the Cut-Off Date, as set forth in Section 11.09.

            Original  Class B-3  Percentage:  The  Class B-3  Percentage as of
the Cut-Off Date, as set forth in Section 11.10.

            Original  Class B-4  Percentage:  The  Class B-4  Percentage as of
the Cut-Off Date, as set forth in Section 11.11.

            Original  Class B-5  Percentage:  The  Class B-5  Percentage as of
the Cut-Off Date, as set forth in Section 11.12.

            Original  Class B-6  Percentage:  The  Class B-6  Percentage as of
the Cut-Off Date, as set forth in Section 11.13.

            Original  Class B-1  Principal  Balance:  The Class B-1  Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.

            Original  Class B-2  Principal  Balance:  The Class B-2  Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.

            Original  Class B-3  Principal  Balance:  The Class B-3  Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.

            Original  Class B-4  Principal  Balance:  The Class B-4  Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.

<PAGE>


            Original  Class B-5  Principal  Balance:  The Class B-5  Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.

            Original  Class B-6  Principal  Balance:  The Class B-6  Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.

            Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.

            Original Subordinated  Percentage:  The Subordinated Percentage as
of the Cut-Off Date, as set forth in Section 11.07.

            Other Servicer:  Any of the Servicers other than Norwest Mortgage.

            Other Servicing  Agreements:  The Servicing  Agreements other than
the Norwest Servicing Agreement.

            Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.

            Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.

            Partial Liquidation  Proceeds:  Liquidation Proceeds received by a
Servicer  prior to the  month in which  the  related  Mortgage  Loan  became a
Liquidated Loan.

            Partial Unscheduled  Principal Receipt:  An Unscheduled  Principal
Receipt which is not a Full Unscheduled Principal Receipt.

            Paying Agent: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).

            Payment   Account:    The   account    maintained    pursuant   to
Section 4.03(b).

<PAGE>


            Percentage Interest: With respect to a Class A Certificate of a
Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.

            Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.

            Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

            Plan:  As defined in Section 5.02(c).

            PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.

            Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.

            Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.

            Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by

<PAGE>


the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03 and (iii) all other amounts required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:

            (a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;

            (b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;

            (c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii) the
Servicing Fee and (iii) the Master Servicing Fee;

            (d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;

            (e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt, and
all related payments of interest on such amounts;

            (f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following the
Due Date in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which such
Distribution Date occurs and the unpaid principal balance of such defective
Mortgage Loan;

            (g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;

            (h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;

            (i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by clauses
(a) through (h) above, or not required to be deposited in the Certificate
Account under this Agreement;

            (j)   Net Foreclosure Profits;

            (k)   Month End Interest; and

<PAGE>


            (l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A or
Class B Certificates pursuant to Section 4.02 other than Recoveries covered by
the last sentence of Section 4.02(d).

            Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.

            Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.

            Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.

            Prepayment  Shift  Percentage:  As to any  Distribution  Date, the
percentage indicated below:

                                                      Prepayment Shift
           Distribution Date Occurring In                Percentage
           ------------------------------                ----------

January 2000 through December 2002..............              0%
January 2003 through December 2003..............             65%
January 2004 through December 2004..............             75%
January 2005 through December 2005..............             85%
January 2006 through December 2006..............             90%
January 2007 and thereafter.....................            100%

            Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.

            Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent

<PAGE>


Determination Date prior to the Cross-Over Date and as to any Class of Class A
Certificates (other than the Class A-PO Certificates), the Original Principal
Balance of such Class (increased in the case of a Class of Accrual Certificates
by the Accrual Distribution Amounts with respect to prior Distribution Dates for
such Class of Accrual Certificates) less the sum of (a) all amounts previously
distributed in respect of such Class on prior Distribution Dates (i) pursuant to
Paragraph third clause (A) of Section 4.01(a), (ii) as a result of a Principal
Adjustment and (iii), if applicable, from the Accrual Distribution Amounts for
such prior Distribution Dates and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced (a "Loss
Reduction") on each Determination Date by an amount equal to the product of the
Class A Loss Percentage of such Class and the excess, if any, of (i) the Class A
Non-PO Principal Balance as of such Determination Date without regard to this
sentence over (ii) the difference between (A) the Adjusted Pool Amount for the
preceding Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for
the preceding Distribution Date.

            As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.

            As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.

            Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.

            Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.

            Priority Amount: For any Distribution Date, the lesser of (i) the
sum of the Principal Balances of the Class A-3, Class A-4 and Class A-5
Certificates and (ii) the sum of (A) the product of (1) the Priority Percentage
and (2) the Scheduled Principal Amount and (B) the product of (1) the Priority
Percentage, (2) the Prepayment Shift Percentage and (3) the
Unscheduled Principal Amount.

            Priority Percentage: The (i) sum of the Principal Balances of the
Class A-3, Class A-4 and Class A-5 Certificates divided by (ii) the Pool Balance
(Non-PO Portion).

            Prohibited  Transaction  Tax: Any tax imposed  under  Section 860F
of the Code.

<PAGE>


            Prudent  Servicing  Practices:  The  standard of care set forth in
each Servicing Agreement.

            Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates are Fitch and
S&P. The Rating Agency for the Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean F-1+ in the
case of Fitch, A-1+ in the case of S&P and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA, and in
the case of any other Rating Agency shall mean its equivalent of such rating
without any plus or minus.

            Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.

            Record  Date:  The last  Business Day of the month  preceding  the
month of the related Distribution Date.

            Recovery:  Any amount  received on a Mortgage  Loan  subsequent to
such Mortgage Loan being determined to be a Liquidated Loan.

            Relevant Anniversary:  See "Bankruptcy Loss Amount."

            REMIC: A "real estate mortgage  investment  conduit" as defined in
Code  Section 860D.  "The  REMIC"  means  the REMIC  constituted  by the Trust
Estate.

            REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.

            Remittance Date:  As defined in each of the Servicing Agreements.

            REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.

            REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).

            Request for Release:  A request for release in  substantially  the
form attached as Exhibit G hereto.

<PAGE>

            Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers 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.

            Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.

            S&P:  Standard & Poor's or its successor in interest.

            Scheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses (y)(i) and (y)(iv) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Percentage.

            Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.

            Seller:  Norwest Asset  Securities  Corporation,  or its successor
in interest.

            Servicer  Mortgage  Loan File: As defined in each of the Servicing
Agreements.

            Servicers:  Each  of  Norwest  Mortgage,  Firstar  Bank,  NA,  The
Huntington   Mortgage  Company,   Citicorp   Mortgage,   Inc.,  GMAC  Mortgage
Corporation  and HomeSide  Lending as a Servicer  under the related  Servicing
Agreement.

            Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
<PAGE>

            Servicing  Fee:  With respect to any  Servicer,  as defined in its
Servicing Agreement.

            Servicing  Fee Rate:  With  respect  to a  Mortgage  Loan,  as set
forth in Section 11.25.

            Servicing  Officer:  Any  officer  of a Servicer  involved  in, or
responsible for, the administration and servicing of the Mortgage Loans.

            Similar Law:  As defined in Section 5.02(c).

            Single  Certificate:  A Certificate  of any  Class that  evidences
the  smallest  permissible  Denomination  for  such  Class,  as set  forth  in
Section 11.24.

            Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:

            (1)   normal wear and tear;

            (2)   infidelity, conversion or other dishonest act on the part of
                  the Trustee, or the Servicer or any of their agents or
                  employees; or

            (3)   errors in design, faulty workmanship or faulty materials,
                  unless the collapse of the property or a part thereof ensues;

or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.

            Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $3,776,989.61 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.
<PAGE>

            Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.

            Startup Day:  As defined in Section 2.05.

            Subordinated   Percentage:   As  to  any  Distribution  Date,  the
percentage  which is the  difference  between 100% and the Class A  Percentage
for such date.

            Subordinated  Prepayment Percentage:  As to any Distribution Date,
the  percentage  which  is  the  difference   between  100%  and  the  Class A
Prepayment Percentage for such date.

            Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.

            Substitute Mortgage Loan:  As defined in Section 2.02.

            Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.

            TAC Certificates: The Class A-1, Class A-3 and Class A-6
Certificates.

            TAC Principal Amount:  As defined in Section 4.01(b).

            Trustee: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.

            Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee, to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.

            Unpaid  Interest  Shortfalls:  Each of the Class A Unpaid Interest
Shortfalls,  the Class B-1  Unpaid Interest  Shortfall,  the Class B-2  Unpaid
Interest  Shortfall,  the Class B-3
<PAGE>

Unpaid Interest Shortfall, the Class B-4 Unpaid Interest Shortfall, the Class
B-5 Unpaid Interest Shortfall and the Class B-6 Unpaid Interest Shortfall.

            Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses (y)(ii) and (y)(iii) of the
definition of Class A Non-PO Optimal Principal Amount, but without such amounts
being multiplied by the Class A Prepayment Percentage.

            Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.

            Unscheduled  Principal Receipt Period:  Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.

            U.S. Person:  As defined in Section 4.01(f).

            Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.

            Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.

            SECTION 1.02      ACTS OF HOLDERS.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly
<PAGE>

provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, if made in the manner provided
in this Section 1.02. The Trustee shall promptly notify the Master Servicer in
writing of the receipt of any such instrument or writing.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.

            SECTION 1.03      EFFECT OF HEADINGS AND TABLE OF CONTENTS.

            The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.

            SECTION 1.04      BENEFITS OF AGREEMENT.

            Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.


<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF THE CERTIFICATES

            SECTION 2.01      CONVEYANCE OF MORTGAGE LOANS.

            The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.

            In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by Norwest Mortgage or the applicable
Norwest Mortgage Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trustee promptly following its recordation, but in no event later than one (1)
year following the Closing Date. If any Mortgage has been recorded in the name
of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no
assignment of Mortgage in favor of the Trustee will be required to be prepared
or delivered and instead, the Master Servicer shall take all actions as are
necessary to cause the Trust Estate to be shown as the owner of the related
Mortgage Loan on the records of MERS for the purpose of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS. The Seller
shall also cause to be delivered to the Trustee any other original mortgage loan
document to be included in the Owner Mortgage Loan File if a copy thereof has
been delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trustee within one (1) year following the Closing Date any
original Mortgage or assignment of a Mortgage (except with respect to any
Mortgage recorded in the name of MERS) not delivered to the Trustee on the
Closing Date.

            In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, in the states as to
which the Trustee has received an Opinion of Counsel acceptable to it that such
recording is not required to make an assignment effective against the parties to
the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged
Property. In the event
<PAGE>

that the Master Servicer receives notice that recording is required to protect
the right, title and interest of the Trustee in and to any such Mortgage Loan
for which recordation of an assignment has not previously been required, the
Master Servicer shall promptly notify the Trustee and the Trustee shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trustee) of its receipt of such notice deliver
each previously unrecorded assignment to the related Servicer for recordation.

            SECTION 2.02      ACCEPTANCE BY TRUSTEE.

            The Trustee, acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments (unless the related Mortgage has been registered in
the name of MERS or its designee) and other documents required to be delivered
on the Closing Date pursuant to Section 2.01 above and declares that it holds
and will hold such documents and the other documents constituting a part of the
Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set
forth, for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.

            In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File
<PAGE>

relating thereto shall be delivered to the Trustee and the Substitution
Principal Amount, together with (i) interest on such Substitution Principal
Amount at the applicable Net Mortgage Interest Rate to the following Due Date of
such Mortgage Loan which is being substituted for and (ii) an amount equal to
the aggregate amount of unreimbursed Periodic Advances in respect of interest
previously made by the Servicer, the Master Servicer or the Trustee with respect
to such Mortgage Loan, shall be deposited in the Certificate Account. The
Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trustee
of written notification of any such deposit signed by an officer of the Seller,
or the new Owner Mortgage Loan File, as the case may be, the Trustee shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment (or, in the case of a Mortgage
Loan registered in the name of MERS or its designee, the Master Servicer shall
take all necessary action to reflect such assignment on the records of MERS), in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.

            The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee, in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.

            SECTION 2.03      REPRESENTATIONS  AND  WARRANTIES  OF THE MASTER
SERVICER AND THE SELLER.

            (a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:

               (i)The Master Servicer is a national banking association duly
      chartered and validly existing in good standing under the laws of the
      United States;

               (ii) The execution and delivery of this Agreement by the Master
      Servicer and its performance and compliance with the terms of this
      Agreement will not violate the Master Servicer's corporate charter or
      by-laws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material contract, agreement or other instrument to which
      the Master Servicer is a party or which may be applicable to the Master
      Servicer or any of its assets;
<PAGE>

               (iii) This Agreement, assuming due authorization, execution and
      delivery by the Trustee and the Seller, constitutes a valid, legal and
      binding obligation of the Master Servicer, enforceable against it in
      accordance with the terms hereof subject to applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and to general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

               (iv) The Master Servicer is not in default with respect to any
      order or decree of any court or any order, regulation or demand of any
      federal, state, municipal or governmental agency, which default might have
      consequences that would materially and adversely affect the condition
      (financial or other) or operations of the Master Servicer or its
      properties or might have consequences that would affect its performance
      hereunder; and

               (v)No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which would
      prohibit its entering into this Agreement or performing its obligations
      under this Agreement.

            It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.

            (b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:

               (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 as specified in the Mortgage Loan
      Schedule;

               (ii) Immediately prior to the transfer and assignment
      contemplated herein, the Seller was the sole owner and holder of the
      Mortgage Loan free and clear of any and all liens, pledges, charges or
      security interests of any nature and has full right and authority to sell
      and assign the same;

               (iii) The Mortgage is a valid, subsisting and enforceable first
      lien on the property therein described, and the Mortgaged Property is free
      and clear of all encumbrances and liens having priority over the first
      lien of the Mortgage except for liens for real estate taxes and special
      assessments not yet due and payable and liens or interests arising under
      or as a result of any federal, state or local law, regulation or ordinance
      relating to hazardous wastes or hazardous substances, and, if the related
      Mortgaged Property is a condominium unit, any lien for common charges
      permitted by statute or homeowners association fees; and if the Mortgaged
      Property consists of shares of a cooperative housing corporation, any lien
      for amounts due to the cooperative housing corporation for unpaid
      assessments or charges or any lien of any assignment of rents or
      maintenance expenses secured by the real property owned by the cooperative
      housing corporation; and any security agreement, chattel mortgage or
      equivalent document related
<PAGE>

      to, and delivered to the Trustee or to the Custodian with, any Mortgage
      establishes in the Seller a valid and subsisting first lien on the
      property described therein and the Seller has full right to sell and
      assign the same to the Trustee;

               (iv) Neither the Seller nor any prior holder of the Mortgage or
      the related Mortgage Note has modified the Mortgage or the related
      Mortgage Note in any material respect, satisfied, canceled or subordinated
      the Mortgage in whole or in part, released the Mortgaged Property in whole
      or in part from the lien of the Mortgage, or executed any instrument of
      release, cancellation, modification or satisfaction, except in each case
      as is reflected in an agreement delivered to the Trustee or the Custodian
      pursuant to Section 2.01;

               (v)All taxes, governmental assessments, insurance premiums, and
      water, sewer and municipal charges, which previously became due and owing
      have been paid, or an escrow of funds has been established, to the extent
      permitted by law, in an amount sufficient to pay for every such item which
      remains unpaid; and the Seller has not advanced funds, or received any
      advance of funds by a party other than the Mortgagor, directly or
      indirectly (except pursuant to any Subsidy Loan arrangement) for the
      payment of any amount required by the Mortgage, except for interest
      accruing from the date of the Mortgage Note or date of disbursement of the
      Mortgage Loan proceeds, whichever is later, to the day which precedes by
      thirty days the first Due Date under the related Mortgage Note;

               (vi) The Mortgaged Property is undamaged by water, fire,
      earthquake, earth movement other than earthquake, windstorm, flood,
      tornado or similar casualty (excluding casualty from the presence of
      hazardous wastes or hazardous substances, as to which the Seller makes no
      representations), so as to affect adversely the value of the Mortgaged
      Property as security for the Mortgage Loan or the use for which the
      premises were intended and to the best of the Seller's knowledge, there is
      no proceeding pending or threatened for the total or partial condemnation
      of the Mortgaged Property;

               (vii) The Mortgaged Property is free and clear of all mechanics'
      and materialmen's liens or liens in the nature thereof; provided, however,
      that this warranty shall be deemed not to have been made at the time of
      the initial issuance of the Certificates if a title policy affording, in
      substance, the same protection afforded by this warranty is furnished to
      the Trustee by the Seller;

               (viii) Except for Mortgage Loans secured by Co-op Shares and
      Mortgage Loans secured by residential long-term leases, the Mortgaged
      Property consists of a fee simple estate in real property; all of the
      improvements which are included for the purpose of determining the
      appraised value of the Mortgaged Property lie wholly within the boundaries
      and building restriction lines of such property and no improvements on
      adjoining properties encroach upon the Mortgaged Property (unless insured
      against under the related title insurance policy); and to the best of the
      Seller's knowledge, the Mortgaged Property and all improvements thereon
      comply with all requirements of any applicable zoning and subdivision laws
      and ordinances;
<PAGE>

               (ix) The Mortgage Loan meets, or is exempt from, applicable state
      or federal laws, regulations and other requirements, pertaining to usury,
      and the Mortgage Loan is not usurious;

               (x)To the best of the Seller's knowledge, all inspections,
      licenses and certificates required to be made or issued with respect to
      all occupied portions of the Mortgaged Property and, with respect to the
      use and occupancy of the same, including, but not limited to, certificates
      of occupancy and fire underwriting certificates, have been made or
      obtained from the appropriate authorities;

               (xi) All payments required to be made up to the Due Date
      immediately preceding the Cut-Off Date for such Mortgage Loan under the
      terms of the related Mortgage Note have been made and no Mortgage Loan had
      more than one delinquency in the 12 months preceding the Cut-Off Date;

               (xii) The Mortgage Note, the related Mortgage and other
      agreements executed in connection therewith are genuine, and each is the
      legal, valid and binding obligation of the maker thereof, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization or other similar laws affecting the
      enforcement of creditors' rights generally and by general equity
      principles (regardless of whether such enforcement is considered in a
      proceeding in equity or at law); and, to the best of the Seller's
      knowledge, all parties to the Mortgage Note and the Mortgage had legal
      capacity to execute the Mortgage Note and the Mortgage and each Mortgage
      Note and Mortgage has been duly and properly executed by the Mortgagor;

               (xiii) Any and all requirements of any federal, state or local
      law with respect to the origination of the Mortgage Loans including,
      without limitation, truth-in-lending, real estate settlement procedures,
      consumer credit protection, equal credit opportunity or disclosure laws
      applicable to the Mortgage Loans have been complied with;

               (xiv) The proceeds of the Mortgage Loans have been fully
      disbursed, there is no requirement for future advances thereunder and any
      and all requirements as to completion of any on-site or off-site
      improvements and as to disbursements of any escrow funds therefor have
      been complied with (except for escrow funds for exterior items which could
      not be completed due to weather and escrow funds for the completion of
      swimming pools); and all costs, fees and expenses incurred in making,
      closing or recording the Mortgage Loan have been paid, except recording
      fees with respect to Mortgages not recorded as of the Closing Date;

               (xv) The Mortgage Loan (except any Mortgage Loan secured by a
      Mortgaged Property located in any jurisdiction, as to which an opinion of
      counsel of the type customarily rendered in such jurisdiction in lieu of
      title insurance is instead received) is covered by an American Land Title
      Association mortgagee title insurance policy or other generally acceptable
      form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
      insurer acceptable to FNMA or FHLMC insuring the originator, its
      successors and assigns, as to the first priority lien of the Mortgage in
      the original principal amount of the Mortgage Loan and subject only to (A)
      the lien of current real property taxes
<PAGE>

      and assessments not yet due and payable, (B) covenants, conditions and
      restrictions, rights of way, easements and other matters of public record
      as of the date of recording of such Mortgage acceptable to mortgage
      lending institutions in the area in which the Mortgaged Property is
      located or specifically referred to in the appraisal performed in
      connection with the origination of the related Mortgage Loan, (C) liens
      created pursuant to any federal, state or local law, regulation or
      ordinance affording liens for the costs of clean-up of hazardous
      substances or hazardous wastes or for other environmental protection
      purposes and (D) such other matters to which like properties are commonly
      subject which do not individually, or in the aggregate, materially
      interfere with the benefits of the security intended to be provided by the
      Mortgage; the Seller is the sole insured of such mortgagee title insurance
      policy, the assignment to the Trustee of the Seller's interest in such
      mortgagee title insurance policy does not require any consent of or
      notification to the insurer which has not been obtained or made, such
      mortgagee title insurance policy is in full force and effect and will be
      in full force and effect and inure to the benefit of the Trustee, no
      claims have been made under such mortgagee title insurance policy, and no
      prior holder of the related Mortgage, including the Seller, has done, by
      act or omission, anything which would impair the coverage of such
      mortgagee title insurance policy;

               (xvi) The Mortgaged Property securing each Mortgage Loan is
      insured by an insurer acceptable to FNMA or FHLMC against loss by fire and
      such hazards as are covered under a standard extended coverage
      endorsement, in an amount which is not less than the lesser of 100% of the
      insurable value of the Mortgaged Property and the outstanding principal
      balance of the Mortgage Loan, but in no event less than the minimum amount
      necessary to fully compensate for any damage or loss on a replacement cost
      basis; if the Mortgaged Property is a condominium unit, it is included
      under the coverage afforded by a blanket policy for the project; if upon
      origination of the Mortgage Loan, the improvements on the Mortgaged
      Property were in an area identified in the Federal Register by the Federal
      Emergency Management Agency as having special flood hazards, a flood
      insurance policy meeting the requirements of the current guidelines of the
      Federal Insurance Administration is in effect with a generally acceptable
      insurance carrier, in an amount representing coverage not less than the
      least of (A) the outstanding principal balance of the Mortgage Loan, (B)
      the full insurable value of the Mortgaged Property and (C) the maximum
      amount of insurance which was available under the National Flood Insurance
      Act of 1968, as amended; and each Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance at the Mortgagor's cost and
      expense;

               (xvii) To the best of the Seller's knowledge, there is no
      default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of time or with notice and the expiration of any grace or cure period,
      would constitute a default, breach, violation or event of acceleration;
      the Seller has not waived any default, breach, violation or event of
      acceleration; and no foreclosure action is currently threatened or has
      been commenced with respect to the Mortgage Loan;

               (xviii) No Mortgage Note or Mortgage is subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of
      usury, nor will the operation of any of the terms of the Mortgage Note or
      Mortgage, or the exercise of any right thereunder,
<PAGE>

      render the Mortgage Note or Mortgage unenforceable, in whole or in part,
      or subject it to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury, and no such right of rescission,
      set-off, counterclaim or defense has been asserted with respect thereto;

               (xix) Each Mortgage Note is payable in monthly payments,
      resulting in complete amortization of the Mortgage Loan over a term of not
      more than 360 months;

               (xx) Each Mortgage contains customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate
      for the realization against the Mortgaged Property of the benefits of the
      security, including realization by judicial foreclosure (subject to any
      limitation arising from any bankruptcy, insolvency or other law for the
      relief of debtors), and there is no homestead or other exemption available
      to the Mortgagor which would interfere with such right of foreclosure;

               (xxi) To the best of the Seller's knowledge, no Mortgagor is a
      debtor in any state or federal bankruptcy or insolvency proceeding;

               (xxii) Each Mortgaged Property is located in the United States
      and consists of a one- to four-unit residential property, which may
      include a detached home, townhouse, condominium unit or a unit in a
      planned unit development or, in the case of Mortgage Loans secured by
      Co-op Shares, leases or occupancy agreements;

               (xxiii) The Mortgage Loan is a "qualified mortgage" within the
      meaning of Section 860G(a)(3) of the Code;

               (xxiv) With respect to each Mortgage where a lost note affidavit
      has been delivered to the Trustee in place of the related Mortgage Note,
      the related Mortgage Note is no longer in existence;

               (xxv) In the event that the Mortgagor is an inter vivos "living"
      trust, (i) such trust is in compliance with FNMA or FHLMC standards for
      inter vivos trusts and (ii) holding title to the Mortgaged Property in
      such trust will not diminish any rights as a creditor including the right
      to full title to the Mortgaged Property in the event foreclosure
      proceedings are initiated; and

               (xxvi) If the Mortgage Loan is secured by a long-term residential
      lease, (1) the lessor under the lease holds a fee simple interest in the
      land; (2) the terms of such lease expressly permit the mortgaging of the
      leasehold estate, the assignment of the lease without the lessor's consent
      and the acquisition by the holder of the Mortgage of the rights of the
      lessee upon foreclosure or assignment in lieu of foreclosure or provide
      the holder of the Mortgage with substantially similar protections; (3) the
      terms of such lease do not (a) allow the termination thereof upon the
      lessee's default without the holder of the Mortgage being entitled to
      receive written notice of, and opportunity to cure, such default, (b)
      allow the termination of the lease in the event of damage or destruction
      as long as the Mortgage is in existence, (c) prohibit the holder of the
      Mortgage from being insured (or receiving proceeds of insurance) under the
      hazard insurance policy or policies relating to the Mortgaged Property or
      (d) permit any increase in rent other than pre-
<PAGE>

      established increases set forth in the lease; (4) the original term of
      such lease is not less than 15 years; (5) the term of such lease does not
      terminate earlier than five years after the maturity date of the Mortgage
      Note; and (6) the Mortgaged Property is located in a jurisdiction in which
      the use of leasehold estates in transferring ownership in residential
      properties is a widely accepted practice.

            Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.

            It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.

            (c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
<PAGE>

            SECTION 2.04      EXECUTION AND DELIVERY OF CERTIFICATES.

            The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.

            SECTION 2.05      DESIGNATION  OF  CERTIFICATES;  DESIGNATION  OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.

            The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
January 25, 2030 for purposes of Code Section 860G(a)(1).


<PAGE>





                                   ARTICLE III

                ADMINISTRATION OF THE TRUST ESTATE: SERVICING
                              OF THE MORTGAGE LOANS

            SECTION 3.01      CERTIFICATE ACCOUNT.

            (a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.

            (b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements, and shall, in addition, deposit
into the Certificate Account the following amounts, in the case of amounts
specified in clause (i), not later than the Distribution Date on which such
amounts are required to be distributed to Certificateholders and, in the case of
the amounts specified in clause (ii), not later than the Business Day next
following the day of receipt and posting by the Master Servicer:

               (i)Periodic Advances pursuant to Section 3.03(a) made by the
      Master Servicer or the Trustee, if any and any amounts deemed received by
      the Master Servicer pursuant to Section 3.01(d); and

               (ii) in the case of any Mortgage Loan that is repurchased by the
      Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
      Servicer pursuant to Section 3.08 or purchased by the Master Servicer
      pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
      applicable, any Substitution Principal Amount and any amounts received in
      respect of the interest portion of unreimbursed Periodic Advances.

            (c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.

            (d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with

<PAGE>

the applicable Servicing Agreement, if such Custodial Account for P&I is not an
Eligible Account as defined in this Agreement, to the extent such amounts are
not actually received by the Master Servicer on such Remittance Date as a result
of the bankruptcy, insolvency, receivership or other financial distress of the
depository institution in which such Custodial Account for P&I is being held. To
the extent that amounts so deemed to have been received by the Master Servicer
are subsequently remitted to the Master Servicer, the Master Servicer shall be
entitled to retain such amounts.

            SECTION 3.02      PERMITTED  WITHDRAWALS  FROM  THE  CERTIFICATE
ACCOUNT.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):

               (i)to reimburse the Master Servicer, the Trustee or any Servicer
      for Periodic Advances made by the Master Servicer or the Trustee pursuant
      to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
      with respect to previous Distribution Dates, such right to reimbursement
      pursuant to this subclause (i) being limited to amounts received on or in
      respect of particular Mortgage Loans (including, for this purpose,
      Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
      repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
      2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;

               (ii) to reimburse any Servicer, the Master Servicer or the
      Trustee for any Periodic Advances determined in good faith to have become
      Nonrecoverable Advances provided, however, that any portion of
      Nonrecoverable Advances representing Fixed Retained Yield shall be
      reimbursable only from amounts constituting Fixed Retained Yield and
      not from the assets of the Trust Estate;

               (iii) to reimburse the Master Servicer or any Servicer from
      Liquidation Proceeds for Liquidation Expenses and for amounts expended by
      the Master Servicer or any Servicer pursuant hereto or to any Servicing
      Agreement, respectively, in good faith in connection with the restoration
      of damaged property or for foreclosure expenses;

               (iv) from any Mortgagor payment on account of interest or other
      recovery (including Net REO Proceeds) with respect to a particular
      Mortgage Loan, to pay the Master Servicing Fee with respect to such
      Mortgage Loan to the Master Servicer;

               (v)to reimburse the Master Servicer, any Servicer or the Trustee
      (or, in certain cases, the Seller) for expenses incurred by it (including
      taxes paid on behalf of the Trust Estate) and recoverable by or
      reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
      second sentence of Section 8.14(a) or pursuant to such Servicer's
      Servicing Agreement, provided such expenses are "unanticipated" within the
      meaning of the REMIC Provisions;

               (vi) to pay to the Seller or other purchaser with respect to each
      Mortgage Loan or property acquired in respect thereof that has been
      repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
      pursuant to Section 3.08 or to pay to the Master
<PAGE>

      Servicer with respect to each Mortgage Loan or property acquired in
      respect thereof that has been purchased pursuant to Section 3.08 or 9.01,
      all amounts received thereon and not required to be distributed as of the
      date on which the related repurchase or purchase price or Scheduled
      Principal Balance was determined;

               (vii) to remit funds to the Paying Agent in the amounts and in
      the manner provided for herein;

               (viii) to pay to the Master Servicer any interest earned on or
      investment income with respect to funds in the Certificate Account;

               (ix) to pay to the Master Servicer or any Servicer out of
      Liquidation Proceeds allocable to interest the amount of any unpaid Master
      Servicing Fee or Servicing Fee (as adjusted pursuant to the related
      Servicing Agreement) and any unpaid assumption fees, late payment charges
      or other Mortgagor charges on the related Mortgage Loan;

               (x)to  withdraw  from  the   Certificate   Account  any  amount
      deposited  in the  Certificate  Account  that  was  not  required  to be
      deposited therein;

               (xi)     to  clear  and  terminate  the   Certificate   Account
      pursuant to Section 9.01; and

               (xii) to pay to Norwest Mortgage from any Mortgagor payment on
      account of interest or other recovery (including Net REO Proceeds) with
      respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
      with respect to such Mortgage Loan; provided, however, that with respect
      to any payment of interest received by the Master Servicer in respect of a
      Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
      Proceeds, Insurance Proceeds or otherwise) which is less than the full
      amount of interest then due with respect to such Mortgage Loan, only that
      portion of such payment of interest that bears the same relationship to
      the total amount of such payment of interest as the Fixed Retained Yield
      Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
      Interest Rate shall be allocated to the Fixed Retained Yield with respect
      thereto.

            (b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.

            SECTION 3.03      ADVANCES BY MASTER SERVICER AND TRUSTEE.

            (a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the

<PAGE>

extent provided hereby, provided that the Trustee has previously received the
certificate of the Master Servicer described in the following sentence. The
Master Servicer shall certify to the Trustee with respect to any such
Distribution Date (i) the amount of Periodic Advances required of Norwest
Mortgage or such Other Servicer, as the case may be, (ii) the amount actually
advanced by Norwest Mortgage or such Other Servicer, (iii) the amount that the
Trustee or Master Servicer is required to advance hereunder and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trustee or Master
Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trustee will be obligated to make a Periodic Advance that it reasonably
believes to be a Nonrecoverable Advance. The Trustee may conclusively rely for
any determination to be made by it hereunder upon the determination of the
Master Servicer as set forth in its certificate.

            (b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.

            (c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).

            (d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.

            SECTION 3.04      TRUSTEE TO COOPERATE; RELEASE OF OWNER MORTGAGE
LOAN FILES.

            Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the

<PAGE>

Master Servicer. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.

            From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.

            Upon written certification of the Master Servicer or the Servicer of
a Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.

            SECTION 3.05      REPORTS  TO  THE  TRUSTEE;  ANNUAL  COMPLIANCE
STATEMENTS.

            (a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for

<PAGE>


the period covered by such statement, the aggregate amount of deposits into and
withdrawals from such account for each category of deposit and withdrawal
specified in Sections 3.01 and 3.02. Such statement may be in the form of the
then current FNMA monthly accounting report for its Guaranteed Mortgage
Pass-Through Program with appropriate additions and changes, and shall also
include information as to the aggregate unpaid principal balance of all of the
Mortgage Loans as of the close of business as of the last day of the calendar
month immediately preceding such Distribution Date. Copies of such statement
shall be provided by the Trustee to any Certificateholder upon written request,
provided such statement is delivered, or caused to be delivered, by the Master
Servicer to the Trustee.

            (b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.

            SECTION 3.06      TITLE,  MANAGEMENT  AND  DISPOSITION OF ANY REO
MORTGAGE LOAN.

            The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of a REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan 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 auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard

<PAGE>

to such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the
Trustee, the Master Servicer nor any Servicer, acting on behalf of the Trust
Estate, shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.

            SECTION 3.07      AMENDMENTS    TO    SERVICING    AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.

            (a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.

            (b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.

            (c) i) Notwithstanding anything to the contrary in this Section
      3.07, the Master Servicer from time to time may, without the consent of
      any Certificateholder, or the Trustee, enter into an amendment (A) to an
      Other Servicing Agreement for the purpose of (i) eliminating or reducing
      Month End Interest and (ii) providing for the remittance of Full
      Unscheduled Principal Receipts by the applicable Servicer to the Master
      Servicer not later than the 24th day of each month (or if such day is not
      a Business Day, on the previous Business Day) or (B) to the Norwest
      Servicing Agreement for the purpose of changing the applicable Remittance
      Date to the 18th day of each month (or if such day is not a Business Day,
      on the previous Business Day).

               (i)The Master Servicer may direct Norwest Mortgage to enter into
      an amendment to the Norwest Servicing Agreement for the purposes described
      in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

<PAGE>

            SECTION 3.08      OVERSIGHT OF SERVICING.

            The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's and the Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.

            For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trustee or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.

            During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.

<PAGE>

            The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.

            The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.

            The Seller shall be entitled to repurchase at its option (i) any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, Norwest Mortgage requests the Seller to repurchase and to sell to
Norwest Mortgage to facilitate the exercise of Norwest Mortgage's rights against
the originator or a prior holder of such Mortgage Loan. The purchase price for
any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate for
such Mortgage Loan, through the last day of the month in which such repurchase
occurs. Upon the receipt of such purchase price, the Master Servicer shall
provide to the Trustee the certification required by Section 3.04 and the
Trustee and the Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.

            In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan 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 auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.

            The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged
<PAGE>

Property may be contaminated with or affected by hazardous wastes or hazardous
substances or (ii) such Servicer does not agree to administer such Mortgaged
Property, once the related Mortgage Loan becomes an REO Mortgage Loan, in a
manner which would not result in a federal tax being imposed upon the Trust
Estate or the REMIC.

            The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.

            SECTION 3.09      TERMINATION  AND   SUBSTITUTION  OF  SERVICING
AGREEMENTS.

            Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trustee provides Norwest Mortgage written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trustee shall terminate the Norwest Servicing
Agreement without the recommendation of the Master Servicer. The Master Servicer
shall indemnify the Trustee and hold it harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing Agreement at the direction of the
Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee
may enter into a substitute Servicing Agreement with the Master Servicer or, at
the Master Servicer's nomination, with another mortgage loan service company
acceptable to the Trustee, the Master Servicer and each Rating Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by such Servicer under such terminated Servicing
Agreement. Until such time as the Trustee enters into a substitute servicing
agreement with
<PAGE>

respect to the Mortgage Loans previously serviced by such Servicer, the Master
Servicer shall assume, satisfy, perform and carry out all obligations which
otherwise were to have been satisfied, performed and carried out by such
Servicer under its terminated Servicing Agreement. However, in no event shall
the Master Servicer be deemed to have assumed the obligations of a Servicer to
advance payments of principal and interest on a delinquent Mortgage Loan in
excess of the Master Servicer's independent Periodic Advance obligation under
Section 3.03 of this Agreement. As compensation for the Master Servicer of any
servicing obligations fulfilled or assumed by the Master Servicer, the Master
Servicer shall be entitled to any servicing compensation to which a Servicer
would have been entitled if the Servicing Agreement with such Servicer had not
been terminated.

            SECTION 3.10      APPLICATION OF NET LIQUIDATION PROCEEDS.

            For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.

            SECTION 3.11      ACT REPORTS.

            The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.


<PAGE>





                                   ARTICLE IV

                  DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
                         PAYMENTS TO CERTIFICATEHOLDERS;
                             STATEMENTS AND REPORTS

            SECTION 4.01      DISTRIBUTIONS.

            (a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:

            first, to the Classes of Class A Certificates, pro rata, based upon
      their respective Interest Accrual Amounts, in an aggregate amount up to
      the Class A Interest Accrual Amount with respect to such Distribution
      Date; provided that prior to the applicable Accretion Termination Date, an
      amount equal to the amount that would otherwise be distributable in
      respect of interest to each Class of Accrual Certificates pursuant to this
      provision will instead be distributed in reduction of the Principal
      Balances of certain Classes of Class A Certificates, in each case in
      accordance with Section 4.01(b);

            second, to the Classes of Class A Certificates, pro rata, based upon
      their respective Class A Unpaid Interest Shortfalls, in an aggregate
      amount up to the Aggregate Class A Unpaid Interest Shortfall; provided
      that prior to the applicable Accretion Termination Date, an amount equal
      to the amount that would otherwise be distributable in respect of unpaid
      interest shortfalls to each Class of Accrual Certificates pursuant to this
      provision will instead be distributed in reduction of the Principal
      Balances of certain Classes of Class A Certificates, in each case in
      accordance with Section 4.01(b);

            third, concurrently, to the Class A Certificates (other than the
      Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
      on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
      Optimal Principal Amount, (A) to the Classes of Class A Certificates
      (other than the Class A-PO Certificates), in an aggregate amount up to the
      Class A Non-PO Optimal Principal Amount, such distribution to be allocated
      among such Classes in accordance with Section 4.01(b) or Section 4.01(c),
      as applicable, and (B) to the Class A-PO Certificates in an amount up to
      the Class A-PO Optimal Principal Amount;

            fourth, to the Class A-PO Certificates in an amount up to the Class
      A-PO Deferred Amount from amounts otherwise distributable (without regard
      to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
      Paragraph twenty-second, below, second to the Class B-5 Certificates
      pursuant to Paragraph nineteenth, below, third to the Class B-4
      Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
      B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
      Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
      Class B-1 Certificates pursuant to Paragraph seventh below;
<PAGE>

                  fifth, to the Class B-1 Certificates in an amount up to the
      Interest Accrual Amount for the Class B-1 Certificates with respect to
      such Distribution Date;

                  sixth, to the Class B-1  Certificates in an amount up to the
      Class B-1 Unpaid Interest Shortfall;

                  seventh, to the Class B-1 Certificates in an amount up to the
      Class B-1 Optimal Principal Amount; provided, however, that the amount
      distributable to the Class B-1 Certificates pursuant to this Paragraph
      seventh will be reduced by the amount, if any, that would have been
      distributable to the Class B-1 Certificates hereunder used to pay the
      Class A-PO Deferred Amount as provided in Paragraph fourth above;

                  eighth, to the Class B-2 Certificates in an amount up to the
      Interest Accrual Amount for the Class B-2 Certificates with respect to
      such Distribution Date;

                  ninth, to the Class B-2  Certificates in an amount up to the
      Class B-2 Unpaid Interest Shortfall;

                  tenth, to the Class B-2 Certificates in an amount up to the
      Class B-2 Optimal Principal Amount; provided, however, that the amount
      distributable to the Class B-2 Certificates pursuant to this Paragraph
      tenth will be reduced by the amount, if any, that would have been
      distributable to the Class B-2 Certificates hereunder used to pay the
      Class A-PO Deferred Amount as provided in Paragraph fourth above;

                  eleventh, to the Class B-3 Certificates in an amount up to the
      Interest Accrual Amount for the Class B-3 Certificates with respect to
      such Distribution Date;

                  twelfth,  to the Class B-3  Certificates  in an amount up to
      the Class B-3 Unpaid Interest Shortfall;

                  thirteenth, to the Class B-3 Certificates in an amount up to
      the Class B-3 Optimal Principal Amount; provided, however, that the amount
      distributable to the Class B-3 Certificates pursuant to this Paragraph
      thirteenth will be reduced by the amount, if any, that would have been
      distributable to the Class B-3 Certificates hereunder used to pay the
      Class A-PO Deferred Amount as provided in Paragraph fourth above;

                  fourteenth, to the Class B-4 Certificates in an amount up to
      the Interest Accrual Amount for the Class B-4 Certificates with respect to
      such Distribution Date;

                  fifteenth,  to the Class B-4 Certificates in an amount up to
      the Class B-4 Unpaid Interest Shortfall;

                  sixteenth, to the Class B-4 Certificates in an amount up to
      the Class B-4 Optimal Principal Amount; provided, however, that the amount
      distributable to the Class B-4 Certificates pursuant to this Paragraph
      sixteenth will be reduced by the amount, if any, that would have been
      distributable to the Class B-4 Certificates hereunder used to pay the
      Class A-PO Deferred Amount as provided in Paragraph fourth above;
<PAGE>

                  seventeenth, to the Class B-5 Certificates in an amount up to
      the Interest Accrual Amount for the Class B-5 Certificates with respect to
      such Distribution Date;

                  eighteenth,  to the Class B-5  Certificates  in an amount up
      to the Class B-5 Unpaid Interest Shortfall;

                  nineteenth, to the Class B-5 Certificates in an amount up to
      the Class B-5 Optimal Principal Amount; provided, however, that the amount
      distributable to the Class B-5 Certificates pursuant to this Paragraph
      nineteenth will be reduced by the amount, if any, that would have been
      distributable to the Class B-5 Certificates hereunder used to pay the
      Class A-PO Deferred Amount as provided in Paragraph fourth above;

                  twentieth, to the Class B-6 Certificates in an amount up to
      the Interest Accrual Amount for the Class B-6 Certificates with respect to
      such Distribution Date;

                  twenty-first,  to the Class B-6 Certificates in an amount up
      to the Class B-6 Unpaid Interest Shortfall;

                  twenty-second, to the Class B-6 Certificates in an amount up
      to the Class B-6 Optimal Principal Amount; provided, however, that the
      amount distributable to the Class B-6 Certificates pursuant to this
      Paragraph twenty-second will be reduced by the amount, if any, that would
      have been distributable to the Class B-6 Certificates hereunder used to
      pay the Class A-PO Deferred Amount as provided in Paragraph fourth above;
      and

                  twenty-third, to the Holder of the Class A-R Certificate.

            Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).

            In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.

            With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their Principal Balances.

            (b) On each Distribution Date occurring prior to the Cross-Over
Date, the Class A Non-PO Principal Distribution Amount will be allocated among
and distributed in reduction of the Principal Balances of the Classes of Class A
Certificates (other than the Principal Balance of the Class A-PO Certificates)
in accordance with the following priorities:
<PAGE>

            I. On each Distribution Date occurring prior to the Accretion
      Termination Date for the Class A-2 Certificates, the Accrual Distribution
      Amount for the Class A-2 Certificates will be allocated sequentially as
      follows:

            first,  to the Class A-1  Certificates,  up to their TAC Principal
      Amount for such Distribution Date;

            second, to the Class A-6  Certificates,  up to their TAC Principal
      Amount for such Distribution Date; and

            third, to the Class A-2 Certificates,  until the Principal Balance
      thereof has been reduced to zero;

            II. On each Distribution Date occurring prior to the Accretion
      Termination Date for the Class A-5 Certificates, the Accrual Distribution
      Amount for the Class A-5 Certificates will be allocated sequentially as
      follows:

            first,  to the Class A-3  Certificates,  up to their TAC Principal
      Amount for such Distribution Date;

            second,  to  the  Class  A-4  Certificates,  until  the  Principal
      Balance thereof has been reduced to zero; and

            third, to the Class A-5 Certificates,  until the Principal Balance
      thereof has been reduced to zero;

            III. The Class A Non-PO Principal Amount will be allocated
      sequentially as follows:

            first,   sequentially,   up  to  the  Priority   Amount  for  such
      Distribution Date, as follows:

                  (a) to the Class A-3 Certificates, up to their TAC Principal
      Amount for such Distribution Date;

                  (b) to the Class A-4 Certificates, until the Principal Balance
      thereof has been reduced to zero;

                  (c) to the Class A-3 Certificates, without regard to their TAC
      Principal Amount for such Distribution Date, until the Principal Balance
      thereof has been reduced to zero; and

                  (d) to the Class A-5 Certificates, until the Principal Balance
      thereof has been reduced to zero;

            second, to the Class A-R Certificate,  until the Principal Balance
      thereof has been reduced to zero;
<PAGE>

            third, sequentially, as follows:

                  (a) to the Class A-1 Certificates, up to their TAC Principal
      Amount for such Distribution Date;

                  (b) to the Class A-6 Certificates, up to their TAC Principal
      Amount for such Distribution Date;

                  (c) to the Class A-2 Certificates, until the Principal Balance
      thereof has been reduced to zero;

                  (d) to the Class A-1 Certificates, without regard to their TAC
      Principal Amount for such Distribution Dtae, until the Principal Balance
      thereof has been reduced to zero; and

                  (e) to the Class A-6 Certificates, without regard to their TAC
      Principal Amount for such Distribution Date, until the Principal Balance
      thereof has been reduced to zero; and

            fourth, sequentially, without regard to the Priority Amount for such
      Distribution Date, as follows:

                  (a) to the Class A-3 Certificates, up to their TAC Principal
      Amount for such Distribution Date;

                  (b) to the Class A-4 Certificates, until the Principal Balance
      thereof has been reduced to zero;

                  (c) to the Class A-3 Certificates, without regard to their TAC
      Principal Amount for such Distribution Date, until the Principal Balance
      thereof has been reduced to zero; and

                  (d) to the Class A-5 Certificates, until the Principal Balance
      thereof has been reduced to zero.

            As used above, the "TAC Principal Amount" for any Distribution Date
and each Class of TAC Certificates means the amount, if any, that would reduce
the Principal Balance of such Class to the percentage of its Original Principal
Balance shown in the related table set forth below with respect to such
Distribution Date.

            The following tables set forth for each Distribution Date the
targeted Principal Balances for each Class of the TAC Certificates, expressed as
a percentage of the Original Principal Balance of such Class.



<PAGE>
<TABLE>
<CAPTION>


                                                     TARGETED PRINCIPAL BALANCES
                                             AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE

                                                       CLASS A-1 CERTIFICATES

                        PERCENTAGE OF                          PERCENTAGE OF                          PERCENTAGE OF
                           INITIAL                                INITIAL                                INITIAL
 DISTRIBUTION DATE    PRINCIPAL BALANCE  DISTRIBUTION DATE   PRINCIPAL BALANCE  DISTRIBUTION DATE   PRINCIPAL BALANCE
 -----------------    -----------------  -----------------   -----------------  -----------------   -----------------

<S>                    <C>              <C>                   <C>              <C>                   <C>
January 2000.....       99.38807676%     March 2001.......     75.73651306%     May 2002.........      30.22796131%
February 2000....       98.62669971      April 2001.......     73.06411756      June 2002........     26.76633605
March 2000.......       97.71639300      May 2001.........     70.27972022      July 2002........     23.38651246
April 2000.......       96.65785825      June 2001........     67.38800142      August 2002......     20.08661341
May 2000.........       95.45210324      July 2001........     64.39386438      September 2002...     16.86480484
June 2000........       94.10044267      August 2001......     61.30242179      October 2002.....     13.71929483
July 2000........       92.60449796      September 2001...     58.11898168      November 2002....     10.64833259
August 2000......       90.96619595      October 2001.....     54.84903247      December 2002....      7.65020758
September 2000...       89.18776658      November 2001....     51.49822733      January 2003.....      5.94567660
October 2000.....       87.27173956      December 2001....     48.07236783      February 2003....      4.29034631
November 2000....       85.22093986      January 2002.....     44.57738711      March 2003.......      2.68291529
December 2000....       83.03848231      February 2002....     41.01933238      April 2003.......      1.12211437
January 2001.....       80.72776498      March 2002.......     37.40434703      May 2003
February 2001....       78.29246162      April 2002.......     33.77330951        and thereafter.      0.00000000

</TABLE>

<TABLE>
<CAPTION>

                                                       CLASS A-3 CERTIFICATES


                        PERCENTAGE OF                          PERCENTAGE OF                          PERCENTAGE OF
                           INITIAL                                INITIAL                                INITIAL
 DISTRIBUTION DATE    PRINCIPAL BALANCE  DISTRIBUTION DATE   PRINCIPAL BALANCE  DISTRIBUTION DATE   PRINCIPAL BALANCE
 -----------------    -----------------  -----------------   -----------------  -----------------   -----------------
<S>                     <C>             <C>                   <C>              <C>                   <C>
January 2000.....       99.67555026%     November 2001....     92.02535318%     September 2003...     59.50312364%
February 2000....       99.34915950      December 2001....     91.65319097      October 2003.....     56.70670689
March 2000.......       99.02081611      January 2002.....     91.27880194      November 2003....     53.95846020
April 2000.......       98.69050837      February 2002....     90.90217278      December 2003....     51.25740632
May 2000.........       98.35822453      March 2002.......     90.52329006      January 2004.....     48.25563857
June 2000........       98.02395273      April 2002.......     90.14214029      February 2004....     45.31411279
July 2000........       97.68768106      May 2002.........     89.75870461      March 2004.......     42.43143068
August 2000......       97.34939755      June 2000........     89.37296925      April 2004.......     39.60622486
September 2000...       97.00909014      July 2002........     88.98492041      May 2004.........     36.31563821
October 2000.....       96.66674671      August 2002......     88.59454417      June 2004........     32.50039385
November 2000....       96.32235505      September 2002...     88.20182653      July 2004........     28.79030121
December 2000....       95.97590289      October 2002.....     87.80675342      August 2004......     25.18215909
January 2001.....       95.62737790      November 2002....     87.40931068      September 2004...     21.67286126
February 2001....       95.27676765      December 2002....     87.00948405      October 2004.....     18.25939368
March 2001.......       94.92405966      January 2003.....     83.73229747      November 2004....     14.93883171
April 2001.......       94.56924135      February 2003....     80.51297806      December 2004....     11.70833748
May 2001.........       94.21230009      March 2003.......     77.35036337      January 2005.....      8.66778591
June 2001........       93.85322317      April 2003.......     74.24331318      February 2005....      5.71073718
July 2001........       93.49199778      May 2003.........     71.19070904      March 2005.......      2.83460737
August 2001......       93.12861107      June 2003........     68.19145389      April 2005.......      0.03688941
September 2001...       92.76305010      July 2003........     65.24447162      May 2005
October 2001.....       92.39530183      August 2003......     62.34870667        and thereafter.      0.00000000


</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                                       CLASS A-6 CERTIFICATES


                        PERCENTAGE OF                          PERCENTAGE OF                          PERCENTAGE OF
                           INITIAL                                INITIAL                                INITIAL
 DISTRIBUTION DATE    PRINCIPAL BALANCE  DISTRIBUTION DATE   PRINCIPAL BALANCE  DISTRIBUTION DATE   PRINCIPAL BALANCE
 -----------------    -----------------  -----------------   -----------------  -----------------   -----------------
<S>                     <C>             <C>                   <C>              <C>                   <C>
Up to and including                      December 2003....     55.22949021%     September 2004...     17.34522558%
   April 2003....      100.00000000%     January 2004.....     50.50206409      October 2004.....     13.73143714
May 2003.........       98.20836245      February 2004....     45.91266966      November 2004....     10.22485175
June 2003........       91.50625778      March 2004.......     41.45751547      December 2004....      6.82246865
July 2003........       85.00007600      April 2004.......     37.13290695      January 2005.....      4.28962632
August 2003......       78.68458833      May 2004.........     32.93524402      February 2005....      1.83150381
September 2003...       72.55469608      June 2004........     28.86101881      March 2005
October 2003.....       66.60542744      July 2004........     24.90681330        and thereafter.      0.00000000
November 2003....       60.83193450      August 2004......     21.06929716

</TABLE>


            (c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).

            (d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:

                  (A) if the Current Class B-1 Fractional Interest is less than
            the Original Class B-1 Fractional Interest and the Class B-1
            Principal Balance is greater than zero, the Class B-2, Class B-3,
            Class B-4, Class B-5 and Class B-6 Certificates shall not be
            eligible to receive distributions of principal; or

                  (B) if the Current Class B-2 Fractional Interest is less than
            the Original Class B-2 Fractional Interest and the Class B-2
            Principal Balance is greater than zero, the Class B-3, Class B-4,
            Class B-5 and Class B-6 Certificates shall not be eligible to
            receive distributions of principal; or

                  (C) if the Current Class B-3 Fractional Interest is less than
            the Original Class B-3 Fractional Interest and the Class B-3
            Principal Balance is greater than zero, the Class B-4, Class B-5 and
            Class B-6 Certificates shall not be eligible to receive
            distributions of principal; or

                  (D) if the Current Class B-4 Fractional Interest is less than
            the Original Class B-4 Fractional Interest and the Class B-4
            Principal Balance is greater than zero, the Class B-5 and Class B-6
            Certificates shall not be eligible to receive distributions of
            principal; or

                  (E) if the Current Class B-5 Fractional Interest is less than
            the Original Class B-5 Fractional Interest and the Class B-5
            Principal Balance is greater than zero, the Class B-6 Certificates
            shall not be eligible to receive distributions of principal.
<PAGE>

               (ii) Notwithstanding the foregoing, if on any Distribution Date
the aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.

            (e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.23, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to such Holder at the
address of such Holder appearing in the Certificate Register, such Holder's
share of the Class A Distribution Amount with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates.

            In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or
<PAGE>

the Principal Balance of any Class of Class B Certificates would be reduced to
zero, the Master Servicer shall, as soon as practicable after the Determination
Date relating to such Distribution Date, send a notice to the Trustee. The
Trustee will then send a notice to each Certificateholder of such Class with a
copy to the Certificate Registrar, specifying that the final distribution with
respect to such Class will be made on such Distribution Date only upon the
presentation and surrender of such Certificateholder's Certificates at the
office or agency of the Trustee therein specified; provided, however, that the
failure to give such notice will not entitle a Certificateholder to any interest
beyond the interest payable with respect to such Distribution Date in accordance
with Section 4.01(a).

            (f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).

            SECTION 4.02      ALLOCATION OF REALIZED LOSSES.

            (a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:

      first,  to the  Class B-6  Certificates  until the  Class B-6  Principal
      Balance has been reduced to zero;

      second,  to the Class B-5  Certificates  until the  Class B-5  Principal
      Balance has been reduced to zero;

      third,  to the  Class B-4  Certificates  until the  Class B-4  Principal
      Balance has been reduced to zero;

      fourth,  to the Class B-3  Certificates  until the  Class B-3  Principal
      Balance has been reduced to zero;
<PAGE>

      fifth,  to the  Class B-2  Certificates  until the  Class B-2  Principal
      Balance has been reduced to zero;

      sixth,  to the  Class B-1  Certificates  until the  Class B-1  Principal
      Balance has been reduced to zero; and

      seventh, concurrently, to the Class A Certificates (other than the Class
      A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
      Non-PO Fraction and the PO Fraction, respectively.

            This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.

            (b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.

            (c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.

            (d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery
<PAGE>

occurs within two years of the realization of such loss and (i) is the result of
an event that would have given rise to the repurchase of the related Mortgage
Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii) represents in whole
or part funds which the applicable Servicer had received in respect of a
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan, such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class of
Certificates whose principal balances were previously reduced as a result of
such Realized Loss being less than such Class would have received if such
Recovery had been deposited in the Certificate Account on or prior to the
Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.

            (e)...The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates based on their Class A
Interest Percentages. Any such loss allocated to the Class B Certificates will
be allocated among the outstanding Classes of Class B Certificates based on
their Class B Interest Percentages. In addition, after the Class B Principal
Balance has been reduced to zero, the interest portion of Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) will be allocated among the outstanding Classes of Class A Certificates
based on their Class A Interest Percentages.

            (f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.

            SECTION 4.03      PAYING AGENT.

            (a)...The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.

            The Master Servicer may, at any time, remove or replace the Paying
Agent.
<PAGE>

            The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:

               (i)hold all amounts remitted to it by the Master Servicer for
      distribution to Certificateholders in trust for the benefit of
      Certificateholders until such amounts are distributed to
      Certificateholders or otherwise disposed of as herein provided;

               (ii)     give the  Trustee  notice of any default by the Master
      Servicer in remitting any required amount; and

               (iii) at any time during the continuance of any such default,
      upon the written request of the Trustee, forthwith pay to the Trustee all
      amounts held in trust by such Paying Agent.

            (b)...The Paying Agent shall establish and maintain a Payment
Account, which shall be a separate trust account and an Eligible Account, in
which the Master Servicer shall cause to be deposited from funds in the
Certificate Account or, to the extent required hereunder, from its own funds (i)
at or before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.

            SECTION 4.04      STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE
TRUSTEE AND THE SELLER.

            Concurrently with each distribution pursuant to Section 4.01(e), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
<PAGE>

               (i) the amount of such distribution to Holders of each Class of
      Class A Certificates allocable to principal, separately identifying the
      aggregate amount of any Unscheduled Principal Receipts included therein;

               (ii) (a) the amount of such distribution to Holders of each Class
      of Class A Certificates allocable to interest, (b) the amount of the
      Current Class A Interest Distribution Amount allocated to each Class of
      Class A Certificates, (c) any Class A Interest Shortfall Amounts arising
      with respect to such Distribution Date and any remaining Class A Unpaid
      Interest Shortfall with respect to each Class after giving effect to such
      distribution, (d) the amount of any Non-Supported Interest Shortfall
      allocated to each Class of Class A Certificates for such Distribution Date
      and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
      Losses and Excess Bankruptcy Losses allocated to each Class for such
      Distribution Date;

               (iii) the amount of such distribution to Holders of each Class of
      Class B Certificates allocable to principal, separately identifying the
      aggregate amount of any Unscheduled Principal Receipts included therein;

               (iv) (a) the amount of such distribution to Holders of each Class
      of Class B Certificates allocable to interest, (b) the amount of the
      Current Class B Interest Distribution Amount allocated to each Class of
      Class B Certificates, (c) any Class B Interest Shortfall Amounts arising
      with respect to such Distribution Date and any remaining Class B Unpaid
      Interest Shortfall with respect to each Class B of Class B Certificates
      after giving effect to such distribution, (d) the amount of any
      Non-Supported Interest Shortfall allocated to each Class of Class B
      Certificates for such Distribution Date, and (e) the interest portion of
      Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
      Losses allocated to each Class of Class B Certificates for such
      Distribution Date;

               (v)the  amount of any  Periodic  Advance by any  Servicer,  the
      Master Servicer or the Trustee  pursuant to the Servicing  Agreements or
      this Agreement;

               (vi)     the number of  Mortgage  Loans  outstanding  as of the
      preceding Determination Date;

               (vii) the Class A Principal Balance, the Principal Balance of
      each Class of Class A Certificates, the Class B Principal Balance and the
      Principal Balance of each Class of Class B Certificates as of the
      following Determination Date after giving effect to the distributions of
      principal made, and the principal portion of Realized Losses, if any,
      allocated with respect to such Distribution Date;

               (viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
      Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
      such Distribution Date and the aggregate Scheduled Principal Balance of
      the Discount Mortgage Loans for such Distribution Date;
<PAGE>

               (ix) the aggregate Scheduled Principal Balances of the Mortgage
      Loans serviced by Norwest Mortgage and, collectively, by the Other
      Servicers as of such Distribution Date;

               (x)the Class A Percentage for the following Distribution Date
      (without giving effect to Unscheduled Principal Receipts received after
      the Applicable Unscheduled Principal Receipt Period for the current
      Distribution Date which are applied by a Servicer during such Applicable
      Unscheduled Principal Receipt Period);

               (xi) the Class A Prepayment Percentage for the following
      Distribution Date (without giving effect to Unscheduled Principal Receipts
      received after the Applicable Unscheduled Principal Receipt Period for the
      current Distribution Date which are applied by a Servicer during such
      Applicable Unscheduled Principal Receipt Period);

               (xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
      and Class B-6 Percentages for the following Distribution Date (without
      giving effect to Unscheduled Principal Receipts received after the
      Applicable Unscheduled Principal Receipt Period for the current
      Distribution Date which are applied by a Servicer during such Applicable
      Unscheduled Principal Receipt Period);

               (xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
      and Class B-6 Prepayment Percentages for the following Distribution Date
      (without giving effect to Unscheduled Principal Receipts received after
      the Applicable Unscheduled Principal Receipt Period for the current
      Distribution Date which are applied by a Servicer during such Applicable
      Unscheduled Principal Receipt Period);

               (xiv) the number and aggregate principal balances of Mortgage
      Loans delinquent (a) one month, (b) two months and (c) three months or
      more;

               (xv) the number and aggregate principal balances of the Mortgage
      Loans in foreclosure as of the preceding Determination Date;

               (xvi) the book value of any real estate acquired through
      foreclosure or grant of a deed in lieu of foreclosure;

               (xvii) the amount of the remaining Special Hazard Loss Amount,
      Fraud Loss Amount and Bankruptcy Loss Amount as of the close of business
      on such Distribution Date;

               (xviii) the principal and interest portions of Realized Losses
      allocated as of such Distribution Date and the amount of such Realized
      Losses constituting Excess Special Hazard Losses, Excess Fraud
      Losses or Excess Bankruptcy Losses;
<PAGE>

               (xix) the aggregate amount of Bankruptcy Losses allocated to each
      Class of Class B Certificates in accordance with Section 4.02(a) since the
      Relevant Anniversary;

               (xx) the amount by which the Principal Balance of each Class of
      Class B Certificates has been reduced as a result of Realized Losses
      allocated as of such Distribution Date;

               (xxi) the unpaid principal balance of any Mortgage Loan as to
      which the Servicer of such Mortgage Loan has determined not to foreclose
      because it believes the related Mortgaged Property may be contaminated
      with or affected by hazardous wastes or hazardous substances;

               (xxii) the amount of the aggregate Servicing Fees and Master
      Servicing Fees paid (and not previously reported) with respect to the
      related Distribution Date and the amount by which the aggregate Available
      Master Servicer Compensation has been reduced by the Prepayment Interest
      Shortfall for the related Distribution Date;

               (xxiii)  the Class A-PO Deferred Amount, if any; and

               (xxiv) such other customary information as the Master Servicer
      deems necessary or desirable to enable Certificateholders to prepare their
      tax returns;

and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.

            In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.

            Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.

            Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Class A Distribution Amount with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates. The determination by the Master Servicer
of such amounts shall, in the absence of obvious error, be presumptively deemed
to be correct for all purposes hereunder and the Trustee and the Paying Agent
shall be protected in relying upon the same without any independent check or
verification.
<PAGE>

            In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.

            SECTION 4.05      REPORTS TO MORTGAGORS AND THE INTERNAL  REVENUE
SERVICE.

            The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).

            SECTION 4.06      CALCULATION  OF  AMOUNTS;  BINDING  EFFECT  OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.

            The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.


<PAGE>





                                    ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01      THE CERTIFICATES.

            (a)...The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples
of $1,000 in excess thereof (except, if necessary, for one Certificate of each
Class (other than the Class A-PO, Class A-R, Class B-4, Class B-5 and Class B-6
Certificates) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-PO, A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trustee to or upon the order of the Seller upon receipt by the
Trustee or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion evidenced by the Class A and Class B Certificates
shall be the sum of the amounts specifically set forth in the respective
Certificates. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time 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 manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such Certificate a certificate of authentication executed by
the Authenticating Agent by manual signature, and such countersignature or
certificate upon a 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.

            Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:

            "Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."

            (b)...Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller; or to, and deposited with the Certificate Custodian, on behalf of
The Depository Trust Company, if directed to do so pursuant

<PAGE>

instructions from The Depository Trust Company. Such Certificates shall
initially be registered in the Certificate Register in the name of the nominee
of the initial Clearing Agency, and no Beneficial Owner will receive a
definitive certificate representing such Beneficial Owner's interest in the
Book-Entry Certificates, except as provided in Section 5.07. Unless and until
definitive, fully registered certificates ("Definitive Certificates") have been
issued to Beneficial Owners pursuant to Section 5.07:

               (i)the  provisions  of this  Section 5.01(b)  shall  be in full
      force and effect;

               (ii) the Seller, the Master Servicer, the Certificate Registrar
      and the Trustee may deal with the Clearing Agency for all purposes
      (including the making of distributions on the Book-Entry Certificates and
      the taking of actions by the Holders of Book-Entry Certificates) as the
      authorized representative of the Beneficial Owners;

               (iii) to the extent that the provisions of this Section 5.01(b)
      conflict with any other provisions of this Agreement, the provisions of
      this Section 5.01(b) shall control;

               (iv) the rights of Beneficial Owners shall be exercised only
      through the Clearing Agency and shall be limited to those established by
      law, the rules, regulations and procedures of the Clearing Agency and
      agreements between such Beneficial Owners and the Clearing Agency and/or
      the Clearing Agency Participants, and all references in this Agreement to
      actions by Certificateholders shall, with respect to the Book-Entry
      Certificates, refer to actions taken by the Clearing Agency upon
      instructions from the Clearing Agency Participants, and all references in
      this Agreement to distributions, notices, reports and statements to
      Certificateholders shall, with respect to the Book-Entry Certificates,
      refer to distributions, notices, reports and statements to the Clearing
      Agency or its nominee, as registered holder of the Book-Entry
      Certificates, as the case may be, for distribution to Beneficial Owners in
      accordance with the procedures of the Clearing Agency; and

               (v)the initial Clearing Agency will make book-entry transfers
      among the Clearing Agency Participants and receive and transmit
      distributions of principal and interest on the Certificates to the
      Clearing Agency Participants, for distribution by such Clearing Agency
      Participants to the Beneficial Owners or their nominees.

            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 specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.

            Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.

            SECTION 5.02      REGISTRATION OF CERTIFICATES.

            (a)  The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which,
<PAGE>

subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.

            Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.

            At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class 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
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.

            No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

            All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.

            (b)   No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trustee or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller, to the effect that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Seller or the Master Servicer, and
(ii) the Trustee shall require the transferee (other than an affiliate of the
Seller on the Closing Date) to execute an investment letter in the form of
Exhibit J hereto

<PAGE>

certifying to the Seller and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificate desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee 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. Neither the Seller nor the Trustee is under an obligation to
register the Class A-PO, Class B-4, Class B-5 or Class B-6 Certificates under
said Act or any other securities law.

            (c)   No transfer of a Class A-PO or Class B Certificate shall be
made (other than the transfer of the Class A-PO Certificates to an affiliate of
the Seller on the Closing Date) unless the Trustee and the Seller shall have
received (i) a representation letter from the transferee in the form of Exhibit
J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) with respect to the Class B Certificates only, if such transferee is an
insurance company, (A) the source of funds used to purchase the Class B
Certificates is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B Certificates is covered by Sections I and III of PTE
95-60 or (ii) in the case of any such Class A-PO or Class B Certificate
presented for registration in the name of a Plan, or a trustee of any such Plan,
(A) an Opinion of Counsel satisfactory to the Trustee and the Seller to the
effect that the purchase or holding of such Class A-PO or Class B Certificate
will not result in the assets of the Trust Estate being deemed to be "plan
assets" and subject to the prohibited transaction provisions of ERISA, the Code
or Similar Law and will not subject the Trustee, the Seller or the Master
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Seller or
the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trustee, the Seller or the Master
Servicer. The Class A-PO and Class B Certificates shall bear a legend referring
to the foregoing restrictions contained in this paragraph.

            (d)   No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a
<PAGE>

broker, nominee, or middleman), to a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or to an individual, corporation, partnership or other person unless
such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that
holds the Class A-R Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class A-R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class A-R Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.

            The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.

            Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof,
<PAGE>

and such transferor shall be restored as the owner of such Class A-R Certificate
as completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class A-R Certificate, and (ii) the Master
Servicer agrees to furnish to the Internal Revenue Service and to any transferor
of the Class A-R Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.

            SECTION 5.03      MUTILATED,    DESTROYED,   LOST   OR   STOLEN
CERTIFICATES.

            If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar 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 expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.

            SECTION 5.04      PERSONS DEEMED OWNERS.

            Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.

            SECTION 5.05      ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.

            (a)   If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar 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 of each Class as of the
most recent Record Date.
<PAGE>

            (b)   If five 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 following the
receipt of such application, 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 the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.

            (c)   Every Certificateholder, by receiving and holding a
Certificate, agrees with the Seller, the Master Servicer, the Certificate
Registrar and the Trustee that neither the Seller, the Master Servicer, the
Certificate Registrar nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names, addresses and Percentage
Interests of the Certificateholders hereunder, regardless of the source from
which such information was delivered.

            SECTION 5.06      MAINTENANCE OF OFFICE OR AGENCY.

            The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.

            SECTION 5.07      DEFINITIVE CERTIFICATES.

            If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor

<PAGE>

the Trustee shall be liable for any delay in delivery of such instructions by
the Clearing Agency and may conclusively rely on, and shall be protected in
relying on, such instructions.

            SECTION 5.08      NOTICES TO CLEARING AGENCY.

            Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.


<PAGE>





                                   ARTICLE VI

                       THE SELLER AND THE MASTER SERVICER

            SECTION 6.01      LIABILITY OF THE SELLER AND THE MASTER SERVICER.

            The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.

            SECTION 6.02      MERGER OR  CONSOLIDATION  OF THE  SELLER OR THE
MASTER SERVICER.

            Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.

            The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or 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; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.

            SECTION 6.03      LIMITATION  ON  LIABILITY  OF THE  SELLER,  THE
MASTER SERVICER AND OTHERS.

            Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for 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 any
such Person against any breach of warranties or representations made herein or
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 obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, including, without limitation, any legal action against the
Trustee in its capacity as Trustee hereunder, other than any loss, liability or
expense (including, without limitation, expenses payable by the Master Servicer
under Section 8.06) incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of his
<PAGE>

or its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A and Class B Certificates
in the same manner as Realized Losses are allocated pursuant to Section 4.02(a).

            SECTION 6.04      RESIGNATION OF THE MASTER SERVICER.

            The 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 or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the 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
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.

            SECTION 6.05      COMPENSATION TO THE MASTER SERVICER.

            The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.

            SECTION 6.06      ASSIGNMENT  OR  DELEGATION  OF DUTIES BY MASTER
SERVICER.

            The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is

<PAGE>


satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.

            SECTION 6.07      INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER
SERVICER.

            The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.

            SECTION 6.08      MASTER SERVICER COVENANTS  CONCERNING YEAR 2000
                              COMPLIANCE.

            The Master Servicer covenants that it is working to modify its
computer and other systems used in the performance of its duties as master
servicer for the Certificates to operate in a manner such that, on and after
January 1, 2000, the Master Servicer can perform its duties in accordance with
the terms of this Agreement.


<PAGE>





                                   ARTICLE VII

                                     DEFAULT

            SECTION 7.01      EVENTS OF DEFAULT.

            In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:

               (i)any failure by the Master Servicer (a) to remit any funds to
      the Paying Agent as required by Section 4.03 or (b) to distribute or cause
      to be distributed to Certificateholders any payment required to be made by
      the Master Servicer under the terms of this Agreement which, in either
      case, continues unremedied for a period of three business 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 in the aggregate not less than 25% of the aggregate Voting
      Interest represented by all Certificates; or

               (ii) any 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 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 in the aggregate not less than 25% of the aggregate Voting
      Interest represented by all Certificates; 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, conservator, receiver or liquidator in any bankruptcy,
      insolvency, readjustment of debt, marshaling 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 and unstayed for a period
      of 60 days; or

               (iv) the Master Servicer shall consent to the appointment of a
      trustee, conservator, receiver or liquidator or liquidating committee in
      any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
      liabilities, voluntary liquidation 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 insolvency, bankruptcy or reorganization
      statute, make an assignment for the benefit of its creditors or
      voluntarily suspend payment of its obligations;

               (vi) the Master Servicer shall be dissolved, or shall dispose of
      all or substantially all of its assets; or consolidate with or merge into
      another entity or shall
<PAGE>

permit another entity to consolidate or merge into it, such that the resulting
entity does not meet the criteria for a successor servicer, as specified in
Section 6.02 hereof; or

               (vii) the Master Servicer and any subservicer appointed by it
      becomes ineligible to service for both FNMA and FHLMC, which ineligibility
      continues unremedied for a period of 90 days.

then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon 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, subject to the provisions of Section 7.05; 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 and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.

            SECTION 7.02      OTHER REMEDIES OF TRUSTEE.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
<PAGE>

            SECTION 7.03      DIRECTIONS BY CERTIFICATEHOLDERS  AND DUTIES OF
TRUSTEE DURING EVENT OF DEFAULT.

            During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.

            SECTION 7.04      ACTION  UPON  CERTAIN  FAILURES  OF THE  MASTER
SERVICER AND UPON EVENT OF DEFAULT.

            In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.

            SECTION 7.05      TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

            When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is
<PAGE>

unable to so act or to obtain a qualifying bid as described below, appoint, or
petition a court of competent jurisdiction to appoint, any housing and home
finance institution, bank or mortgage servicing institution having a net worth
of not less than $10,000,000 and meeting such other standards for a successor
servicer as are set forth herein, 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; provided, however, that until
such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
<PAGE>

            SECTION 7.06      NOTIFICATION TO CERTIFICATEHOLDERS.

            Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.


<PAGE>





                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01      DUTIES OF TRUSTEE.

            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),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.

            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 certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.

            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;

               (ii) The Trustee shall not be personally liable with respect to
      any action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of holders of Certificates which evidence in
      the aggregate not less than 25% of the Voting Interest represented by all
      Certificates relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement; and

               (iii) The Trustee shall not be liable for any error of judgment
      made in good faith by any of its Responsible Officers, unless it shall be
      proved that the Trustee or such Responsible Officer, as the case may be,
      was negligent in ascertaining the pertinent facts.


<PAGE>

            None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

            SECTION 8.02      CERTAIN MATTERS AFFECTING THE TRUSTEE.

            Except as otherwise provided in Section 8.01:

               (i)The Trustee may request and rely and shall be protected in
      acting or refraining from acting upon any resolution, Officers'
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      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 and the manner of
      obtaining consents and evidencing the authorization of the execution
      thereof shall be subject to such reasonable regulations as the Trustee may
      prescribe;

               (ii) The Trustee may consult with counsel, and any written advice
      of such counsel or 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 advice
      or Opinion of Counsel;

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

               (iv) Subject to Section 7.04, the Trustee shall not be
      accountable, shall have no liability and makes no representation as to any
      acts or omissions hereunder of the Master Servicer until such time as the
      Trustee may be required to act as Master Servicer pursuant to Section 7.05
      and thereupon only for the acts or omissions of the Trustee as successor
      Master Servicer; and

               (v)The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys.

            SECTION 8.03      TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.

            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, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; 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 afforded to it by the terms of this Agreement, the
Trustee may require

<PAGE>

reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee shall be repaid by the Master
Servicer upon demand.

            SECTION 8.04      TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
LOANS.

            The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller 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 in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.

            SECTION 8.05      TRUSTEE MAY OWN CERTIFICATES.

            The Trustee, and any agent thereof, 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 or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.

            SECTION 8.06      THE MASTER SERVICER TO PAY FEES AND EXPENSES.

            The Master Servicer covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (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, disbursement,
or advance as may arise from its negligence or bad faith.

            SECTION 8.07      ELIGIBILITY REQUIREMENTS.

            The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would

<PAGE>

reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association 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, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.

            SECTION 8.08      RESIGNATION AND REMOVAL.

            The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
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 entity and one copy to its
successor. If no successor trustee shall have been appointed and 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 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.

            The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor 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 of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.

            Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
<PAGE>

            SECTION 8.09      SUCCESSOR.

            Any successor trustee appointed as provided in Section 8.08 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, without any further act, deed or reconveyance, 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 trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity 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 shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07

            Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.

            SECTION 8.10      MERGER OR CONSOLIDATION.

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, 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, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee.

            SECTION 8.11      AUTHENTICATING AGENT.

            The Trustee may appoint an Authenticating Agent, 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 countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
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 a state and

<PAGE>

city acceptable to the Seller and the Master Servicer, 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 the 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 the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, 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 herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.

            The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.

            SECTION 8.12      SEPARATE TRUSTEES AND CO-TRUSTEES.

            The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
<PAGE>

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

               (i)all powers, duties, obligations and rights conferred upon the
      Trustee, in respect of the receipt, custody and payment of moneys shall be
      exercised solely by the Trustee;

               (ii) all other 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, except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed
      (whether as Trustee hereunder or as successor to the Master Servicer
      hereunder) the Trustee shall be incompetent or unqualified to perform such
      act or acts, in which event such rights, powers, duties and obligations
      (including the holding of title to the Trust Estate or any portion thereof
      in any such jurisdiction) shall be exercised and performed by such
      separate trustee or co-trustee;

               (iii) no separate trustee or co-trustee hereunder shall be
      personally liable by reason of any act or omission of any other separate
      trustee or co-trustee hereunder; and

               (iv) the Trustee may at any time accept the resignation of or
      remove any separate trustee or co-trustee so appointed by it, if such
      resignation or removal does not violate the other terms of this Agreement.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. 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 furnished to the Trustee.

            Any separate trustee, co-trustee, or custodian 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 trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.

            No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.

            The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
<PAGE>

            The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.

            SECTION 8.13      APPOINTMENT OF CUSTODIANS.

            The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).

            SECTION 8.14      TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.

            (a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either the REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trustee, the Trustee, shall (i) prepare
or cause to be prepared, timely cause to be signed by the Trustee and file or
cause to be filed annual federal and applicable state and local income tax
returns using a calendar year as the taxable year for the REMIC and the accrual
method of accounting; (ii) in the first such federal tax return, make, or cause
to be made, elections satisfying the requirements of the REMIC Provisions, on
behalf of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trustee and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file Form
8811 and apply for an Employee Identification Number with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2)
<PAGE>

other than the interests represented by the Class A-1, Class A-2, Class A-3,
Class A-4, Clas A-5, Class A-6, Class A-PO and Class A-R Certificates and the
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trustee that
such occurrence would not (a) result in a taxable gain, (b) otherwise subject
either the Trust Estate or the REMIC to tax or (c) cause the Trust Estate to
fail to qualify as a REMIC; (ix) exercise reasonable care not to allow the REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
REMIC) the amount of any federal income tax, including, without limitation,
prohibited transaction taxes, taxes on net income from foreclosure property, and
taxes on certain contributions to a REMIC after the Startup Day, imposed on the
REMIC, when and as the same shall be due and payable (but such obligation shall
not prevent the Master Servicer or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Master
Servicer from withholding or depositing payment of such tax, if permitted by
law, pending the outcome of such proceedings); and (xi) if required or permitted
by the Code and applicable law, act as "tax matters person" for the REMIC within
the meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer
is hereby designated as agent of the Class A-R Certificateholder for such
purpose (or if the Master Servicer is not so permitted, the Holder of the Class
A-R Certificate shall be the tax matters person in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee shall sign the tax returns
referred to in clause (i) of the second preceding sentence.

            In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities,
<PAGE>

damages, claims or expenses of the Seller or the Master Servicer arising from
the Trustee's willful misfeasance, bad faith or negligence in connection with
such preparation.

            (b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to, respectively, perform its obligations under this
Section 8.14.

            SECTION 8.15      MONTHLY ADVANCES.

            In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.

            SECTION 8.16      TRUSTEE   COVENANTS   CONCERNING   YEAR   2000
                              COMPLIANCE.

            The Trustee covenants that it is working to modify its computer and
other systems used in the performance of its duties as trustee for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Trustee can perform its duties in accordance with the terms of this Agreement.


<PAGE>


                                   ARTICLE IX

                                   TERMINATION

            SECTION 9.01      TERMINATION  UPON  PURCHASE  BY THE  SELLER  OR
LIQUIDATION OF ALL MORTGAGE LOANS.

            Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

            The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.

            Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not
<PAGE>

earlier than the 15th day of the month preceding the month of such final
distribution and not later than the twentieth day of the month of such final
distribution specifying (A) the Final Distribution Date upon which final payment
of the Certificates will be made upon presentation and surrender of Certificates
at the office or agency of the Trustee therein designated, (B) the amount of any
such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made (except in the case of
any Class A Certificate surrendered on a prior Distribution Date pursuant to
Section 4.01) only upon presentation and surrender of the Certificates at the
office or agency of the Trustee therein specified. If the Master Servicer is
obligated to give notice to Certificateholders as aforesaid, it shall give such
notice to the Trustee and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.

            In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate
<PAGE>

steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.

            SECTION 9.02      ADDITIONAL TERMINATION REQUIREMENTS.

            In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

               (i)The notice given by the Master Servicer under Section 9.01
      shall provide that such notice constitutes the adoption of a plan of
      complete liquidation of the REMIC as of the date of such notice (or, if
      earlier, the date on which the first such notice is mailed to
      Certificateholders). The Master Servicer shall also specify such date in a
      statement attached to the final tax return of the REMIC; 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 Trustee
      shall sell all of the assets of the Trust Estate to the Seller for cash at
      the purchase price specified in Section 9.01 and shall distribute such
      cash within 90 days of such adoption in the manner specified in Section
      9.01.

<PAGE>





                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            SECTION 10.01     AMENDMENT.

            (a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Trust Estate as a REMIC at all times that
any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate or the REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee has received an Opinion of Counsel to the effect that such action is
necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify, eliminate or add
to the provisions of Section 5.02 or any other provisions hereof restricting
transfer of the Certificates, provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion that any such modifications
to this Agreement will neither adversely affect the rating on the Certificates
nor give rise to a risk that either the Trust Estate or the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.

            This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent
<PAGE>

to any such amendment, without the consent of the Holders of all Certificates of
such Class then outstanding.

            Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

            Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.

            It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) 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.

            (b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior Month Receipt
Period with respect to Partial Unscheduled Principal Receipts.

            A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.

            SECTION 10.02     RECORDATION OF AGREEMENT.

            This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer 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.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
<PAGE>

            SECTION 10.03     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

            The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.

            Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, 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, solely by virtue of its status as
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 not less than 25% of the Voting Interest
represented by all Certificates 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 cost, 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; it being understood and intended, and being
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 benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

            SECTION 10.04     GOVERNING LAW; JURISDICTION.

            This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

            SECTION 10.05     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 certified or registered
<PAGE>

mail, return receipt requested (i) in the case of the Seller, to Norwest Asset
Securities Corporation, 7485 New Horizon Way, Frederick, Maryland 21703,
Attention: Chief Executive Officer, or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Seller, (ii)
in the case of the Master Servicer, to Norwest Bank Minnesota, National
Association, 7485 New Horizon Way, Frederick, Maryland 21703, Attention: Vice
President or such other address as may hereafter be furnished to the Seller and
the Trustee in writing by the Master Servicer and (iii) in the case of the
Trustee, to the Corporate Trust Office, or such other address as may hereafter
be furnished to the Seller and the Master Servicer in writing by the Trustee, in
each case Attention: Corporate Trust Department. 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 mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.

            For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, such Servicer or a
Certificateholder.

            SECTION 10.06     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 10.07     SPECIAL NOTICES TO RATING AGENCIES.

            (a)...The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:

               (i)any    amendment    to   this    Agreement    pursuant    to
      Section 10.01(a);

               (ii)     any  sale  or  transfer  of the  Class B  Certificates
      pursuant to Section 5.02 to an affiliate of the Seller;

               (iii) any assignment by the Master Servicer of its rights and
      delegation of its duties pursuant to Section 6.06;

               (iv)     any  resignation  of the Master  Servicer  pursuant to
      Section 6.04;

               (v)the occurrence of any of the Events of Default  described in
      Section 7.01;
<PAGE>

               (vi)     any  notice  of   termination   given  to  the  Master
      Servicer pursuant to Section 7.01;

               (vii) the appointment of any successor to the Master Servicer
      pursuant to Section 7.05; or

               (viii) the making of a final payment pursuant to Section 9.01.

            (b)...The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:

               (i)the appointment of a Custodian pursuant to Section 2.02;

               (ii)     the resignation or removal of the Trustee  pursuant to
      Section 8.08;

               (iii) the appointment of a successor trustee pursuant to Section
      8.09; or

               (iv) the sale, transfer or other disposition in a single
      transaction of 50% or more of the equity interests in the Master Servicer.

            (c)...The Master Servicer shall deliver to each Rating Agency:

               (i)reports prepared pursuant to Section 3.05; and

               (ii)     statements prepared pursuant to Section 4.04.

            SECTION 10.08     COVENANT OF SELLER.

            The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.

            SECTION 10.09     RECHARACTERIZATION.

            The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.


<PAGE>





                                   ARTICLE XI

                             TERMS FOR CERTIFICATES

            SECTION 11.01     CLASS A FIXED PASS-THROUGH RATE.

            The Class A Fixed Pass-Through Rate is 7.000% per annum.

            SECTION 11.02     CUT-OFF DATE.

            The Cut-Off Date for the Certificates is December 1, 1999.

            SECTION 11.03     CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.

            The Cut-Off Date Aggregate Principal Balance is $175,936,556.64.

            SECTION 11.04     ORIGINAL CLASS A PERCENTAGE.

            The Original Class A Percentage is 96.90567404%.

            SECTION 11.05     ORIGINAL  PRINCIPAL  BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.

            As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:

                                            Original
                      Class             Principal Balance
                      -----             -----------------
                    Class A-1            $78,782,200.00
                    Class A-2             $4,343,300.00
                    Class A-3            $43,388,000.00
                    Class A-4             $8,808,900.00
                    Class A-5            $15,436,600.00
                    Class A-6            $17,294,000.00
                    Class A-PO            $2,517,299.54
                    Class A-R                   $100.00

            SECTION 11.06     ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.

            The Original Class A Non-PO Principal Balance is $168,053,100.00.

            SECTION 11.07     ORIGINAL SUBORDINATED PERCENTAGE.

            The Original Subordinated Percentage is 3.09432596%.


<PAGE>

            SECTION 11.08     ORIGINAL CLASS B-1 PERCENTAGE.

            The Original Class B-1 Percentage is 1.92712162%.

            SECTION 11.09     ORIGINAL CLASS B-2 PERCENTAGE.

            The Original Class B-2 Percentage is 0.40595261%.

            SECTION 11.10     ORIGINAL CLASS B-3 PERCENTAGE.

            The Original Class B-3 Percentage is 0.25372038%.

            SECTION 11.11     ORIGINAL CLASS B-4 PERCENTAGE.

            The Original Class B-4 Percentage is 0.25372038%.

            SECTION 11.12     ORIGINAL CLASS B-5 PERCENTAGE.

            The Original Class B-5 Percentage is 0.10148815%.

            SECTION 11.13     ORIGINAL CLASS B-6 PERCENTAGE.

            The Original Class B-6 Percentage is 0.15232282%.

            SECTION 11.14     ORIGINAL CLASS B PRINCIPAL BALANCE.

            The Original Class B Principal Balance is $5,366,157.10.

            SECTION 11.15     ORIGINAL  PRINCIPAL  BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.

            As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
                                    Original
              Class              Principal Balance
              -----              -----------------

            Class B-1             $3,342,000.00
            Class B-2               $704,000.00
            Class B-3               $440,000.00
            Class B-4               $440,000.00
            Class B-5               $176,000.00


            SECTION 11.16     ORIGINAL CLASS B-1 FRACTIONAL INTEREST.

            The Original Class B-1 Fractional Interest is 1.16720434%.
<PAGE>

            SECTION 11.17     ORIGINAL CLASS B-2 FRACTIONAL INTEREST.

            The Original Class B-2 Fractional Interest is 0.76125173%.

            SECTION 11.18     ORIGINAL CLASS B-3 FRACTIONAL INTEREST.

            The Original Class B-3 Fractional Interest is 0.50753135%.

            SECTION 11.19     ORIGINAL CLASS B-4 FRACTIONAL INTEREST.

            The Original Class B-4 Fractional Interest is 0.25381097%.

            SECTION 11.20     ORIGINAL CLASS B-5 FRACTIONAL INTEREST.

            The Original Class B-5 Fractional Interest is 0.15232281%.

            SECTION 11.21     CLOSING DATE.

            The Closing Date is December 22, 1999.

            SECTION 11.22     RIGHT TO PURCHASE.

            The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $17,593,655.66 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.

            SECTION 11.23     WIRE TRANSFER ELIGIBILITY.

            With respect to the Class A Certificates (other than the Class A-PO
and Class A-R Certificates) and the Class B Certificates (other than the Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates), the minimum Denomination
eligible for wire transfer on each Distribution Date is $500,000. With respect
to the Class A-PO Certificates, the minimum Denomination eligible for wire
transfer on each Distribution Date is 100% Percentage Interest. The Class B-3,
Class B-4, Class B-5, Class B-6 and Class A-R Certificates are not eligible for
wire transfer.

            SECTION 11.24     SINGLE CERTIFICATE.

            A Single Certificate for each Class of Class A Certificates (other
than the Class A-PO and Class A-R Certificates) and each Class of the Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class A-R
Certificate represents a $100 Denomination. A Single Certificate for the Class
B-4, Class B-5 and Class B-6 Certificates represents a $440,000.00, a
$176,000.00 Denomination and a $264,157.10 Denomination, respectively. A Single
Certificate for the Class A-PO represents a $2,517,299.54 Denomination.
<PAGE>

            SECTION 11.25     SERVICING FEE RATE.

            The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.

            SECTION 11.26     MASTER SERVICING FEE RATE.

            The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.


<PAGE>





            IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.


                                    NORWEST ASSET SECURITIES
                                   CORPORATION
                                       as Seller



                                       By:____________________________________
                                          Name:   Alan S. McKenney
                                          Title:    Vice President




                                    NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION
                                       as Master Servicer



                                       By:____________________________________
                                          Name:   Nancy E. Burgess
                                          Title:    Vice President




                                    FIRST UNION NATIONAL BANK
                                       as Trustee



                                       By:____________________________________
                                          Name:
                                          Title:


Attest:
By:___________________________
Name:_________________________
Title:________________________


<PAGE>


STATE OF MARYLAND          )
                           )  ss.:
COUNTY OF FREDERICK        )


            On this 22nd day of December, 1999, before me, a notary public in
and for the State of Maryland, personally appeared Alan S. McKenney, known to me
who, being by me duly sworn, did depose and say that he resides at McLean,
Virginia; that he is a Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.



- -------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>





STATE OF MARYLAND       )
                        )  ss.:
COUNTY OF FREDERICK     )


            On this 22nd day of December, 1999, before me, a notary public in
and for the State of Maryland, personally appeared Nancy E. Burgess, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.



- -------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>






STATE OF NORTH CAROLINA       )
                              )  ss.:
COUNTY OF                     )


            On this 22nd day of December, 1999, before me, a notary public in
and for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.



- -------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>





                                   SCHEDULE I

  Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
                                 Series 1999-28
               Applicable Unscheduled Principal Receipt Period

                                      Full Unscheduled     Partial Unscheduled
             Servicer                Principal Receipts     Principal Receipts
             --------                ------------------     ------------------
Norwest Mortgage, Inc.                   Mid-Month              Mid-Month
Firstar Bank, NA                         Mid-Month             Prior Month
The Huntington Mortgage Company          Mid-Month             Prior Month
Citicorp Mortgage, Inc.                  Mid-Month             Prior Month
GMAC Mortgage Corporation                Mid-Month             Prior Month
HomeSide Lending                        Prior Month            Prior Month


<PAGE>




                                   EXHIBIT A-1
                     [FORM OF FACE OF CLASS A-1 CERTIFICATE]

 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITORY TRUST COMPANY TO THE SELLER 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 REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
 CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
  BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                        CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28 CLASS A-1

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R S4 2                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030
<PAGE>

            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
<PAGE>

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer



<PAGE>





                                   EXHIBIT A-2
                     [FORM OF FACE OF CLASS A-2 CERTIFICATE]

 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITORY TRUST COMPANY TO THE SELLER 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 REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
 CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
  BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                        CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28 CLASS A-2

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED
HEREIN) PRIVATE INSURER.

            UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R S5 9                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030
<PAGE>

            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-2 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-2 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>

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

            This Certificate is issued on December 22, 1999, at an issue price
of 92.14271%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
102.67865284%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.89%.
There is no short first accrual period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer



<PAGE>





                                   EXHIBIT A-3
                     [FORM OF FACE OF CLASS A-3 CERTIFICATE]

 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITORY TRUST COMPANY TO THE SELLER 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 REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
 CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
  BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                        CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28 CLASS A-3

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED
HEREIN) PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R S6 7                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030
<PAGE>

            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
<PAGE>

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer



<PAGE>




                                   EXHIBIT A-4
                     [FORM OF FACE OF CLASS A-4 CERTIFICATE]

 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITORY TRUST COMPANY TO THE SELLER 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 REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
 CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
  BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                        CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28 CLASS A-4

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R S7 5                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030
<PAGE>

            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
<PAGE>

            This Certificate is issued on December 22, 1999, and based on its
issue price of 97.26771%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
2.73229167%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.49%. There is no short first accrual
period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer



<PAGE>






                                   EXHIBIT A-5
                     [FORM OF FACE OF CLASS A-5 CERTIFICATE]

 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITORY TRUST COMPANY TO THE SELLER 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 REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
 CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
  BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                        CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28 CLASS A-5

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R S8 3                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030
<PAGE>

            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-5 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
<PAGE>

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

            This Certificate is issued on December 22, 1999, at an issue price
of 90.59583%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
123.54962182%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.94%.
There is no short first accrual period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>



<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

            By ________________________
   Authorized Officer

<PAGE>





                                   EXHIBIT A-6
                     [FORM OF FACE OF CLASS A-6 CERTIFICATE]

 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITORY TRUST COMPANY TO THE SELLER 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 REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
 CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
  BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                        CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28 CLASS A-6

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R T5 8                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030
<PAGE>

            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
<PAGE>

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer

<PAGE>




                                  EXHIBIT A-PO
                    [FORM OF FACE OF CLASS A-PO CERTIFICATE]

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I 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 A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.



<PAGE>






                        MORTGAGE PASS-THROUGH CERTIFICATE
                           SERIES 1999-28, CLASS A-PO

                  evidencing an interest in a pool of fixed
                   interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                   include loans secured by shares issued by
                   cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

                                           First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds.. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.

            No transfer of a Class A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933,
<PAGE>

as amended, the Trustee or the Seller may require the Holder to deliver an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller that such transfer is exempt (describing the applicable
exemption and the basis therefor) from or is being made pursuant to the
registration requirements of the Securities Act of 1933, as amended, and of any
applicable statute of any state. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Seller, the
Master Servicer, and any Paying Agent acting on behalf of the Trustee 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. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating that the transferee is not a Plan and is
not acting on behalf of a Plan or using the assets of a Plan to effect such
purchase or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller with respect to certain matters and (b) such other documentation as the
Seller or the Master Servicer may require, as described in the Agreement.

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

            This Certificate is issued on December 22, 1999, at an issue price
of 60.62500% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 350% SPA (as
defined in the Prospectus Supplement dated December 17, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 39.37500000%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 12.27%. There is no
short first accrual period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer



<PAGE>






                                   EXHIBIT A-R
                     [Form of Face of Class A-R Certificate]

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.

THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.



<PAGE>




                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28, CLASS A-R

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R S9 1                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of December 22, 1999 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by 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 of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
<PAGE>

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer



<PAGE>





                                   EXHIBIT B-1
                     [FORM OF FACE OF CLASS B-1 CERTIFICATE]

THIS  CERTIFICATE  IS  SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED TO
HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I 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 A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."



<PAGE>






                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28, CLASS B-1

    evidencing an interest in a pool of fixed interest rate, conventional,
  monthly pay, fully amortizing, first lien, one- to four-family residential
     mortgage loans, which may include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R T2 5                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 7.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.

            No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is
<PAGE>

an "insurance company general account," or (ii) if such transferee is a Plan,
(a) an opinion of counsel acceptable to and in form and substance satisfactory
to the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.

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

            This Certificate is issued on December 22, 1999, and based on its
issue price of 95.71302%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
4.28697867%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.63%. There is no short first accrual
period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer


<PAGE>




                                   EXHIBIT B-2
                     [FORM OF FACE OF CLASS B-2 CERTIFICATE]

THIS  CERTIFICATE  IS  SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES  AND THE CLASS B-1  CERTIFICATES  AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I 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 A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."



<PAGE>




                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28, CLASS B-2

    evidencing an interest in a pool of fixed interest rate, conventional,
  monthly pay, fully amortizing, first lien, one- to four-family residential
     mortgage loans, which may include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R T3 3                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
7.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.

            No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain
<PAGE>

conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.

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

            This Certificate is issued on December 22, 1999, and based on its
issue price of 93.78333%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
6.21666667%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 7.93%. There is no short first accrual
period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer


<PAGE>




                                   EXHIBIT B-3

                   [FORM OF FACE OF CLASS B-3 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I 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 A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."



<PAGE>




                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28, CLASS B-3

                  evidencing an interest in a pool of fixed
                  interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                  include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R T4 1                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-3 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
7.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by 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 in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.

            No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with
<PAGE>

respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.

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

            This Certificate is issued on December 22, 1999, and based on its
issue price of 89.17396%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
10.82604167%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.69%. There is no short first accrual
period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer


<PAGE>




                                   EXHIBIT B-4
                     [FORM OF FACE OF CLASS B-4 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I 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 A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."



<PAGE>




                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28, CLASS B-4

    evidencing an interest in a pool of fixed interest rate, conventional,
  monthly pay, fully amortizing, first lien, one- to four-family residential
     mortgage loans, which may include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R T6 6                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
7.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by 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 in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.

            No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to b

<PAGE>

transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee 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. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.

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

            This Certificate is issued on December 22, 1999, and based on its
issue price of 75.20521%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
24.79479167%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 11.37%. There is no short first accrual
period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer


<PAGE>




                                   EXHIBIT B-5
                     [FORM OF FACE OF CLASS B-5 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I 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 A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."



<PAGE>






                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28, CLASS B-5

    evidencing an interest in a pool of fixed interest rate, conventional,
  monthly pay, fully amortizing, first lien, one- to four-family residential
     mortgage loans, which may include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R T7 4                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
7.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by 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 in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.

            No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be

<PAGE>

transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee 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. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.

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

            This Certificate is issued on December 22, 1999, and based on its
issue price of 59.83021%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
40.16979167%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 15.29%. There is no short first accrual
period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer


<PAGE>




                                   EXHIBIT B-6
                     [FORM OF FACE OF CLASS B-6 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I 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 A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."



<PAGE>






                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-28, CLASS B-6

    evidencing an interest in a pool of fixed interest rate, conventional,
  monthly pay, fully amortizing, first lien, one- to four-family residential
     mortgage loans, which may include loans secured by shares issued by
                  cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                            Cut-Off Date:  December 1, 1999

CUSIP No.: 66937R T8 2                     First Distribution Date: January 25,
                                           2000

Percentage Interest evidenced              Denomination:  $
by this Certificate: %

Final Scheduled Maturity Date:  January 25, 2030





<PAGE>




            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 22, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
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 Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
7.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by 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 in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.

            No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be

<PAGE>

transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee 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. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.

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

            This Certificate is issued on December 22, 1999, and based on its
issue price of 23.40833%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 350% SPA (as defined in the Prospectus Supplement dated
December 17, 1999 with respect to the offering of the Class A Certificates
(except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
76.59166667%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 37.78%. There is no short first accrual
period.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




<PAGE>





            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:



                                       First Union National Bank,
                                            Trustee



                                       By____________________________
                                            Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By ________________________
   Authorized Officer



<PAGE>





                                    EXHIBIT C

               [Form of Reverse of Series 1999-28 Certificates]

                      NORWEST ASSET SECURITIES CORPORATION
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1999-28

            This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

            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 Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.

            As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.

            The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. 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 hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.

            As provided in the 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 office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, 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 Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of
<PAGE>

authorized Denominations evidencing the same Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

            The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, 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 Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.


<PAGE>




                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and transfer(s)
unto _________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________


   (Please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.

            I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:




- --------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- --------------------------------------------------------

Dated:



                                       -----------------------------------
                                          Signature by or on behalf of
                                          assignor



                                       -----------------------------------
                                          Signature Guaranteed




<PAGE>






                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
___________________________ for the account of ________________________________
account number _____________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to ____________________________________
_____________________________________________________________________________.

            This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.


<PAGE>





                                    EXHIBIT D

                                    RESERVED


<PAGE>






                                    EXHIBIT E

                               CUSTODIAL AGREEMENT

            THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST
ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").

                           W I T N E S S E T H T H A T

            WHEREAS, the Seller, the Master Servicer and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of December 22, 1999
relating to the issuance of Mortgage Pass-Through Certificates, Series 1999-28
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and

            WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

            Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.

                                   ARTICLE II

                          CUSTODY OF MORTGAGE DOCUMENTS

     Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and
other documents relating to the Mortgage Loans identified on the schedule
attached hereto and declares that it holds and will hold such Mortgage Notes,
Mortgages, assignments and other documents and any similar documents received
<PAGE>

by the Trustee subsequent to the date hereof (the "Custodial Files") as agent
for the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.

     Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the appropriate public office
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.

     Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.

     Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.

     Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.

            From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to

<PAGE>

the Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.

     Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.


                                  ARTICLE III

                            CONCERNING THE CUSTODIAN

     Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Custodian
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.

     Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.

     Section 3.3. Custodian May Own Certificates. The Custodian 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 Custodian.


     Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance
<PAGE>

of any of the powers and duties hereunder of the Custodian, and the Master
Servicer will pay or reimburse the Custodian upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement (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, disbursement
or advance as may arise from its negligence or bad faith.


     Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.

            The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.

            Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.

     Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian 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 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

     Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document
<PAGE>


delivered hereunder shall be in writing and, unless otherwise specifically
provided, may be delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid, return receipt requested, at the addresses
specified on the signature page hereof (unless changed by the particular party
whose address is stated herein by similar notice in writing), in which case the
notice will be deemed delivered when received.

     Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.

     SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer 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.

     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 4.5. 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.



<PAGE>




            IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

Address:                                   FIRST UNION NATIONAL BANK

230 South Tryon Street                     By:________________________________
Charlotte, North Carolina, 28288           Name:______________________________
                                           Title:_____________________________

Address:                                   NORWEST ASSET SECURITIES
                                           CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703                  By:________________________________
                                           Name:______________________________
                                           Title:_____________________________

Address:                                   NORWEST BANK MINNESOTA, NATIONAL
                                           ASSOCIATION

7485 New Horizon Way
Frederick, Maryland 21703                  By:________________________________
                                           Name:______________________________
                                           Title:_____________________________


Address:                                   [CUSTODIAN]


                                           By:________________________________
                                           Name:______________________________
                                           Title:_____________________________







<PAGE>






STATE OF                )
                        )  ss.:
COUNTY OF               )




            On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.



                                       ---------------------------------------
                                       Notary Public

[NOTARIAL SEAL]





<PAGE>






STATE OF                )
                        )  ss.:
COUNTY OF               )


            On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.



                                       ---------------------------------------
                                       Notary Public

[NOTARIAL SEAL]





<PAGE>






STATE OF                )
                        )  ss.:
COUNTY OF               )


            On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.



                                        ---------------------------------------
                                          Notary Public

[NOTARIAL SEAL]





<PAGE>






STATE OF                )
                        )  ss.:
COUNTY OF               )


            On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.



                                       ---------------------------------------
                                       Notary Public

[NOTARIAL SEAL]


<PAGE>



                                   EXHIBIT F-1


          [Schedule of Mortgage Loans Serviced by Norwest Mortgage]



NASCOR
NMI / 1999-28 Exhibit F-1
30 YEAR FIXED RATE RELOCATION LOANS
<TABLE>
<CAPTION>

     (i)      (ii)                                        (iii)         (iv)           (v)       (vi)
    -----     -------------------------------    -----   --------     --------      --------     ----------
                                                                                       NET
  MORTGAGE                                                            MORTGAGE      MORTGAGE     CURRENT
    LOAN                                          ZIP    PROPERTY     INTEREST      INTEREST     MONTHLY
   NUMBER     CITY                      STATE    CODE      TYPE         RATE          RATE       PAYMENT
  --------    -----------------------------------------------------   --------      --------     ----------
<S>          <C>                        <C>     <C>       <C>         <C>            <C>            <C>
   4869327    RINGOES                    NJ      08551     SFD         6.375          6.108          $ 1,871.61
   4888014    WALNUT CREEK               CA      94598     SFD         7.125          6.858          $ 3,066.77
   4895880    CHANDLER                   AZ      85224     SFD         7.500          7.000          $ 2,063.84
   4915827    MUSKEGO                    WI      53150     SFD         8.500          7.000          $ 2,041.47
   4926317    VALENCIA                   CA      91354     SFD         7.250          6.983          $ 2,209.57
   4927676    SUGAR LAND                 TX      77479     SFD         6.875          6.608          $ 2,627.72
   4929486    INDIAN TRAIL               NC      28079     SFD         7.375          7.000          $ 2,145.26
   4931241    PUYALLUP                   WA      98371     SFD         7.750          7.000          $ 1,755.21
   4933794    DEEP RIVER                 CT      06412     SFD         6.375          6.108          $ 2,071.25
   4934219    GLEN GARDNER               NJ      08826     SFD         6.625          6.358          $ 1,728.84
   4934844    LONG VALLEY                NJ      07853     SFD         6.750          6.483          $ 3,242.67
   4946342    RICHMOND                   VA      23233     SFD         8.000          7.000          $ 4,008.56
   4946740    SAN FRANCISCO              CA      94118     LCO         8.250          7.000          $ 4,883.24
   4948738    PITTSTOWN                  NJ      08867     SFD         6.750          6.483          $ 1,945.80
   4952541    BASKING RIDGE              NJ      07920     LCO         7.750          7.000          $ 1,830.96
   4959545    CORAL GABLES               FL      33134     SFD         6.750          6.483          $ 3,424.60
   4959634    BELLE MEAD                 NJ      08502     SFD         7.500          7.000          $ 1,957.81
   4961133    BELLE MEAD                 NJ      08502     SFD         7.875          7.000          $ 2,223.07
   4963655    WASHINGTON TOWNSHIP        NJ      07830     SFD         6.875          6.608          $ 2,299.26
   4965658    CHESTERFIELD               MO      63005     SFD         8.000          7.000          $ 2,348.05
   4966398    TRUMBULL                   CT      06611     SFD         6.750          6.483          $ 2,047.43
   4967926    OAKLAND                    CA      94618     PUD         7.000          6.733          $ 2,375.13
   4972788    PEMBROKE PINES             FL      33028     SFD         8.125          7.000          $ 1,960.94
   4973328    LAFAYETTE                  CO      80026     SFD         6.500          6.233          $ 2,940.39
   4973528    BASKING RIDGE              NJ      07920     SFD         7.375          7.000          $ 2,244.70
   4975367    WILTON                     CT      06897     SFD         6.000          5.733          $ 1,648.77
   4977422    MARIETTA                   GA      30062     SFD         7.250          6.983          $ 3,069.80
   4977438    CARY                       NC      27513     SFD         8.000          7.000          $ 2,384.74
   4980472    CHANDLER                   AZ      85224     SFD         7.500          7.000          $ 2,384.33
   4981496    EASTTOWN                   PA      19312     SFD         7.000          6.733          $ 2,993.87
   4982516    FORT LAUDERDALE            FL      33308     SFD         7.250          6.983          $ 2,101.11
   4983968    VALPARAISO                 IN      46383     SFD         7.000          6.733          $ 1,975.95
   4986375    WARWICK                    NY      10990     SFD         6.875          6.608          $ 1,610.54
   4989810    DOYLESTOWN                 PA      18901     SFD         7.250          6.983          $ 2,319.40
   4990736    FAR HILLS                  NJ      07931     SFD         7.125          6.858          $ 3,449.44
   4991336    SKILLMAN                   NJ      08558     SFD         7.125          6.858          $ 2,743.39
   4991643    NAPERVILLE                 IL      60563     SFD         7.625          7.000          $ 2,300.33
   4992062    ALPHARETTA                 GA      30022     SFD         6.250          5.983          $ 2,155.02
   4993411    CHICAGO                    IL      60607     PUD         7.625          7.000          $ 2,462.48
   4994135    OLNEY                      MD      20832     SFD         9.000          7.000          $ 2,079.15
   4996178    ROCHESTER                  MI      48306     SFD         6.750          6.483          $ 1,777.16
   4996497    AMBLER                     PA      19002     SFD         7.375          7.000          $ 1,892.77
   4997335    RANDOLPH                   NJ      07926     SFD         7.125          6.858          $ 2,792.27
   4997550    YUCAIPA                    CA      92399     SFD         6.750          6.483          $ 1,882.24
   4999765    WEST BLOOMFIELD            MI      48322     SFD         6.875          6.608          $ 2,745.97
   5000352    SANDY                      UT      84092     SFD         6.250          5.983          $ 2,801.52
   5000754    MEDINA                     MN      55340     SFD         8.375          7.000          $ 3,800.36
   5001445    OMAHA                      NE      68118     SFD         8.125          7.000          $ 2,221.56
   5001487    EDEN PRAIRIE               MN      55347     SFD         7.375          7.000          $ 1,855.85
   5001680    HOPKINTON                  MA      01748     SFD         7.625          7.000          $ 3,185.08
   5001966    SANTA ROSA                 CA      95409     SFD         7.250          6.983          $ 2,046.19
   5002196    WALNUT CREEK               CA      94598     SFD         6.375          6.108          $ 2,495.48
   5002952    PITTSTOWN                  NJ      08867     SFD         7.750          7.000          $ 2,005.96
   5003933    LAFAYETTE                  CO      80026     SFD         6.875          6.608          $ 1,625.90
   5004040    FORT WASHINGTON            MD      20744     SFD         7.875          7.000          $ 2,613.37
   5005572    ASBURY                     NJ      08802     SFD         7.625          7.000          $ 1,875.66
   5005682    HUNTERSVILLE               NC      28078     SFD         7.750          7.000          $ 2,149.24
   5006285    REDMOND                    WA      98052     SFD         6.500          6.233          $ 2,197.07
   5006574    COLLIERVILLE               TN      38017     SFD         7.500          7.000          $ 2,740.93
   5006582    HOCKESSIN                  DE      19707     SFD         7.750          7.000          $ 2,392.82
   5007559    TEMPE                      AZ      85284     SFD         7.875          7.000          $ 1,880.10
   5008959    FAIRFIELD                  CT      06430     SFD         6.000          5.733          $ 1,978.52
   5009864    SAN FRANCISCO              CA      94118     SFD         7.375          7.000          $10,360.13
   5011106    WEST CHESTER               PA      19380     SFD         6.875          6.608          $ 1,628.86
   5011488    SACRAMENTO                 CA      95818     SFD         7.750          7.000          $ 2,705.18
   5011720    ORINDA                     CA      94563     SFD         7.500          7.000          $ 6,992.15
   5011772    ARDSLEY                    NY      10502     SFD         7.750          7.000          $ 2,654.31
   5012243    WAKE FOREST                NC      27587     SFD         7.375          7.000          $ 1,809.57
   5012302    MALVERN                    PA      19355     SFD         7.375          7.000          $ 3,563.89
   5013098    RALEIGH                    NC      27613     SFD         7.875          7.000          $ 2,610.25
   5015923    LAS VEGAS                  NV      89134     SFD         8.000          7.000          $ 2,201.30
   5017003    SANTA CLARITA AREA         CA      91350     SFD         6.625          6.358          $ 2,183.50
   5017343    DENVILLE                   NJ      07834     SFD         6.500          6.233          $ 2,534.28
   5017692    CARY                       IL      60013     SFD         7.000          6.733          $ 2,228.77
   5018126    NORTH KINGSTOWN            RI      02852     SFD         6.750          6.483          $ 2,107.95
   5018783    TERRACE PARK               OH      45174     SFD         7.125          6.858          $ 2,061.58
   5019069    LAS VEGAS                  NV      89134     SFD         8.000          7.000          $ 2,093.80
   5019431    BERKELEY                   CA      94708     SFD         7.250          6.983          $ 3,308.56
   5020437    BERNARDS                   NJ      07920     SFD         7.125          6.858          $ 2,533.19
   5021735    WHITEHOUSE STATION         NJ      08889     SFD         6.875          6.608          $ 2,873.15
   5022792    LAGRANGEVILLE              NY      12540     SFD         8.000          7.000          $ 2,054.55
   5023952    BASKING RIDGE              NJ      07920     SFD         7.375          7.000          $ 3,542.27
   5024167    SAINT CHARLES              MO      63304     SFD         7.500          7.000          $ 2,432.75
   5025232    AVONDALE                   PA      19311     SFD         7.625          7.000          $ 2,512.67
   5025266    STRAFFORD                  PA      19087     SFD         7.875          7.000          $ 1,755.80
   5026973    WEST CHESTER               PA      19380     SFD         7.625          7.000          $ 2,052.61
   5027607    LONG VALLEY                NJ      07853     SFD         6.500          6.233          $ 2,632.57
   5030763    CHESHIRE                   CT      06410     SFD         7.125          6.858          $ 1,751.67
   5030815    PLEASANT HILL              CA      94526     SFD         8.000          7.000          $ 2,700.74
   5030906    MARTINEZ                   CA      94553     SFD         8.250          7.000          $ 2,472.80
   5030931    PLANO                      TX      75025     SFD         6.625          6.358          $ 1,098.89
   5031368    EVANSTON                   IL      60201     SFD         7.500          7.000          $ 3,635.92
   5031857    HOUSTON                    TX      77024     SFD         6.250          5.983          $ 2,924.66
   5032445    RIVERSIDE                  CT      06878     SFD         7.375          7.000          $ 3,246.18
   5032534    BROOKFIELD                 CT      06804     SFD         6.250          5.983          $ 3,851.32
   5033438    CASTLE ROCK                CO      80104     SFD         7.250          6.983          $ 2,185.70
   5034139    LOUISVILLE                 KY      40222     SFD         7.750          7.000          $ 1,934.32
   5034151    LAKE FOREST                IL      60045     SFD         6.500          6.233          $ 4,108.45
   5034496    BENICIA                    CA      94510     SFD         7.875          7.000          $ 2,729.17
   5034605    SUMMIT                     NJ      07901     SFD         7.500          7.000          $ 3,943.57
   5035215    MIDDLETOWN                 NJ      07748     SFD         7.875          7.000          $ 2,368.81
   5035578    BROOKEVILLE                MD      20833     SFD         7.500          7.000          $ 2,132.61
   5036080    RALEIGH                    NC      27614     SFD         7.125          6.858          $ 3,368.60
   5036445    SUWANEE                    GA      30024     SFD         7.250          6.983          $ 2,046.53
   5038192    ROSWELL                    GA      30076     SFD         7.500          7.000          $ 1,627.43
   5038281    YORBA LINDA                CA      92887     SFD         7.250          6.983          $ 1,944.21
   5038445    SEVERNA PARK               MD      21146     SFD         7.125          6.858          $ 2,000.95
   5039701    STEVENSON RANCH            CA      91381     SFD         8.125          7.000          $ 2,227.50
   5040515    RIDGEWOOD                  NJ      07450     SFD         6.125          5.858          $ 5,468.50
   5040584    MONTVILLE                  OH      44256     SFD         6.750          6.483          $ 1,945.80
   5041430    DANBURY                    CT      06810     SFD         7.500          7.000          $ 2,300.39
   5042112    ALAMO                      CA      94507     SFD         7.750          7.000          $ 3,925.94
   5042418    JACKSONVILLE               FL      32259     SFD         6.625          6.358          $ 1,739.60
   5043926    SAN DIEGO                  CA      92130     SFD         7.375          7.000          $ 3,088.86
   5044108    DANA POINT                 CA      92629     SFD         7.375          7.000          $ 2,206.71
   5044419    RENO                       NV      89511     SFD         7.500          7.000          $ 1,879.49
   5044827    TRABUCO CANYON             CA      92679     SFD         6.750          6.483          $ 1,799.86
   5045129    SAINT CHARLES              IL      60175     SFD         7.125          6.858          $ 1,886.42
   5045306    CHESTER                    NJ      07930     SFD         7.000          6.733          $ 3,055.07
   5047422    RANDOLPH                   NJ      07869     SFD         7.250          6.983          $ 2,630.82
   5048031    GREENVILLE                 DE      19807     SFD         7.750          7.000          $ 2,256.70
   5048303    TOPSFIELD                  MA      01983     SFD         6.375          6.108          $ 1,996.39
   5048380    FARMINGTON                 CT      06032     SFD         7.000          6.733          $ 5,322.42
   5048559    HEBER CITY                 UT      84032     SFD         7.875          7.000          $ 2,283.97
   5048712    CINCINNATI                 OH      45244     SFD         8.125          7.000          $ 3,421.43
   5049430    FLEMINGTON                 NJ      08822     SFD         8.250          7.000          $ 2,569.34
   5049492    LAKE FOREST                IL      60045     SFD         7.125          6.858          $ 3,638.09
   5049681    DENVILLE                   NJ      07834     SFD         7.625          7.000          $ 1,802.05
   5049863    THOUSAND OAKS              CA      91320     SFD         8.000          7.000          $ 3,552.53
   5050718    DANVILLE                   CA      94506     SFD         7.125          6.858          $ 2,964.37
   5051497    MEDIA                      PA      19037     SFD         7.375          7.000          $ 2,279.23
   5051653    WICHITA                    KS      67205     SFD         8.875          7.000          $ 2,386.94
   5051779    SAN RAMON                  CA      94583     SFD         7.125          6.858          $ 3,104.50
   5051852    SOUTH ELGIN                IL      60177     SFD         7.750          7.000          $ 1,904.23
   5051876    OAKLAND                    CA      94611     SFD         7.500          7.000          $ 3,747.79
   5052063    TUSTIN                     CA      92782     SFD         7.375          7.000          $ 2,739.57
   5052209    PLEASANTON                 CA      94566     SFD         7.875          7.000          $ 5,438.03
   5052467    LAS VEGAS                  NV      89145     SFD         8.375          7.000          $ 2,274.51
   5053147    SEAL BEACH                 CA      90740     SFD         7.000          6.733          $ 3,472.88
   5053191    SAINT CHARLES              IL      60175     SFD         7.125          6.858          $ 2,096.97
   5053728    MARIETTA                   GA      30067     SFD         7.500          7.000          $ 3,551.10
   5054061    DUBLIN                     CA      94568     SFD         7.000          6.733          $ 2,847.50
   5054278    CARLSBAD                   CA      92009     SFD         7.625          7.000          $ 2,824.10
   5054411    LYNNWOOD                   WA      98036     SFD         7.750          7.000          $ 1,754.86
   5054837    WESTLAKE                   OH      44145     SFD         7.250          6.983          $ 1,893.04
   5054921    GLASTONBURY                CT      06033     SFD         7.875          7.000          $ 1,856.18
   5054997    WESTPORT                   CT      06880     SFD         7.375          7.000          $ 2,652.20
   5055101    PITTSFORD                  NY      14534     SFD         7.250          6.983          $ 5,627.96
   5055212    NAPERVILLE                 IL      60564     SFD         7.625          7.000          $ 2,097.91
   5055255    AUDUBON                    PA      19403     SFD         7.625          7.000          $ 2,197.70
   5055263    ISSAQUAH                   WA      98029     SFD         7.625          7.000          $ 1,981.83
   5056151    DUBLIN                     CA      94568     SFD         7.125          6.858          $ 2,391.03
   5056406    PLEASANTON                 CA      94566     SFD         8.125          7.000          $ 2,773.23
   5057030    BELMONT                    MA      02478     SFD         7.375          7.000          $ 2,719.54
   5057731    CHARLOTTE                  NC      28216     SFD         7.500          7.000          $ 1,996.96
   5058106    HOUSTON                    TX      77057     PUD         7.125          6.858          $ 2,021.16
   5058454    REDMOND                    WA      98052     SFD         7.500          7.000          $ 2,447.26
   5058580    SIMI VALLEY                CA      93063     SFD         8.000          7.000          $ 1,847.26
   5058661    BRYN MAWR                  PA      19010     SFD         7.500          7.000          $ 2,796.86
   5059161    ALPHARETTA                 GA      30022     SFD         7.625          7.000          $ 2,264.94
   5059584    HAMPTON                    NJ      08827     SFD         7.500          7.000          $ 2,046.21
   5059607    ORLANDO                    FL      32819     SFD         7.625          7.000          $ 1,882.74
   5060008    DANVILLE                   CA      94526     SFD         7.500          7.000          $ 2,740.23
   5060040    HAWTHORN WOODS             IL      60047     SFD         7.750          7.000          $ 2,106.26
   5060286    LAKE BLUFF                 IL      60044     SFD         7.125          6.858          $ 2,193.63
   5060468    LAMBERTVILLE               NJ      08530     SFD         7.125          6.858          $ 4,042.32
   5060515    FORT LAUDERDALE            FL      33305     HCO         7.625          7.000          $ 3,019.45
   5060940    WINNETKA                   IL      60093     SFD         7.875          7.000          $ 7,069.43
   5061470    MAHWAH                     NJ      07430     SFD         7.625          7.000          $ 3,468.19
   5061471    PLANO                      TX      75093     SFD         7.125          6.858          $ 2,637.61
   5061511    DARIEN                     CT      06820     SFD         7.875          7.000          $ 5,116.09
   5061560    BRIDGEWATER                NJ      08807     SFD         7.500          7.000          $ 2,097.65
   5062717    ROSWELL                    GA      30076     SFD         7.375          7.000          $ 1,913.18
   5062985    NEW PROVIDENCE             NJ      07974     SFD         7.375          7.000          $ 2,638.38
   5063099    CINCINNATI                 OH      45208     SFD         7.750          7.000          $ 1,837.60
   5063305    RENTON                     WA      98058     SFD         7.375          7.000          $ 2,143.31
   5063988    SAN DIEGO                  CA      92130     SFD         7.375          7.000          $ 3,121.86
   5064537    SHAVERTOWN                 PA      18708     SFD         7.500          7.000          $ 2,941.81
   5064952    MISSION VIEJO              CA      92692     SFD         7.375          7.000          $ 2,969.91
   5065522    MIDLAND                    MI      48640     SFD         6.750          6.483          $ 2,205.24
   5066098    CAMARILLO                  CA      93012     SFD         8.375          7.000          $ 1,930.59
   5066140    SAN RAMON                  CA      94583     SFD         7.875          7.000          $ 2,897.38
   5066306    LEESBURG                   VA      20176     SFD         7.750          7.000          $ 1,814.71
   5066437    DANVILLE                   CA      94526     SFD         7.750          7.000          $ 2,360.58
   5066843    OCEAN RIDGE                FL      33435     SFD         7.500          7.000          $ 2,181.55
   5067226    WHITEFISH BAY              WI      53211     SFD         7.500          7.000          $ 1,954.31
   5067713    CLAYTON                    CA      94517     SFD         7.875          7.000          $ 2,566.75
   5068465    SAN CLEMENTE               CA      92673     SFD         6.875          6.608          $ 2,450.62
   5069051    WELLESLEY                  MA      02481     SFD         7.875          7.000          $ 2,646.51
   5069061    SAINT CHARLES              IL      60174     SFD         7.375          7.000          $ 2,118.44
   5069062    DANVILLE                   CA      94506     SFD         7.500          7.000          $ 2,964.67
   5069128    SAN RAMON                  CA      94583     SFD         7.500          7.000          $ 2,342.37
   5069532    EL PASO                    TX      79912     SFD         7.500          7.000          $ 1,992.77
   5069951    LAGUNA NIGUEL              CA      92677     SFD         7.750          7.000          $ 2,395.69
   5070411    HICKORY                    NC      28601     SFD         7.750          7.000          $ 2,385.66
   5070665    KAILUA                     HI      96734     SFD         7.500          7.000          $ 4,083.42
   5070698    BLACK DIAMOND              WA      98010     SFD         7.750          7.000          $ 2,292.24
   5070812    IVANHOE                    IL      60060     SFD         7.500          7.000          $ 4,027.48
   5071039    NORTH ANDOVER              MA      01845     SFD         8.250          7.000          $ 2,238.78
   5071061    PLYMOUTH                   MN      55441     SFD         8.500          7.000          $ 2,076.07
   5071515    SAN RAMON                  CA      94583     SFD         7.500          7.000          $ 2,097.65
   5071767    NAPERVILLE                 IL      60564     SFD         7.500          7.000          $ 2,479.42
   5071888    HOCKESSIN                  DE      19707     SFD         7.250          6.983          $ 1,773.66
   5072074    RICHMOND                   VA      23233     SFD         7.750          7.000          $ 2,008.75
   5072135    MIDDLETOWN                 NJ      07748     SFD         7.750          7.000          $ 2,007.75
   5072274    ORINDA                     CA      94563     SFD         7.500          7.000          $ 2,237.49
   5072349    NORTHBROOK                 IL      60062     SFD         7.875          7.000          $ 2,537.75
   5072753    DUBLIN                     CA      94568     SFD         8.000          7.000          $ 2,127.92
   5072836    MILL VALLEY                CA      94941     SFD         7.500          7.000          $ 4,167.32
   5072866    OWINGS MILLS               MD      21117     SFD         7.125          6.858          $ 2,290.65
   5072934    NAPERVILLE                 IL      60540     SFD         7.500          7.000          $ 1,896.27
   5073037    DISCOVERY BAY              CA      94514     SFD         8.125          7.000          $ 2,598.75
   5073072    NEW HOPE                   PA      18938     SFD         7.250          6.983          $ 2,728.71
   5073092    MANSFIELD                  MA      02048     SFD         8.500          7.000          $ 2,138.35
   5073296    CONCORD                    CA      94521     SFD         8.500          7.000          $ 2,081.11
   5073389    ASHBURN                    VA      20147     SFD         7.250          6.983          $ 1,691.80
   5073439    SUMMIT                     NJ      07901     SFD         7.750          7.000          $ 2,407.15
   5073778    NORTHBROOK                 IL      60062     SFD         7.250          6.983          $ 1,807.77
   5073979    MORRISTOWN                 NJ      07960     SFD         7.500          7.000          $ 3,714.58
   5074002    ALPHARETTA                 GA      30004     SFD         7.875          7.000          $ 1,880.04
   5074046    SEATTLE                    WA      98121     HCO         7.250          6.983          $ 2,346.69
   5074199    SCITUATE                   MA      02066     SFD         7.250          6.983          $ 1,807.77
   5074288    RYE                        NY      10580     SFD         7.500          7.000          $ 4,544.90
   5074591    GAINESVILLE                VA      20155     SFD         7.500          7.000          $ 2,349.37
   5074845    SIOUX FALLS                SD      57103     SFD         8.500          7.000          $ 2,168.34
   5074956    SAN DIEGO                  CA      92131     SFD         7.625          7.000          $ 2,123.39
   5075182    ASHBURN                    VA      20147     SFD         7.250          6.983          $ 2,176.15
   5075206    SHELTON                    CT      06484     SFD         7.500          7.000          $ 2,125.62
   5075398    TUCSON                     AZ      85718     SFD         7.125          6.858          $ 3,153.01
   5075493    TRUMBULL                   CT      06611     SFD         8.250          7.000          $ 1,927.00
   5075574    CASTLE ROCK                CO      80104     SFD         8.375          7.000          $ 2,656.86
   5075732    SPARTA                     NJ      07871     SFD         7.750          7.000          $ 2,372.05
   5075821    ANDOVER                    MA      01810     SFD         7.250          6.983          $ 2,817.39
   5075878    MAHWAH                     NJ      07430     SFD         7.500          7.000          $ 2,882.87
   5076099    SOMERS                     NY      10589     SFD         7.000          6.733          $ 2,095.71
   5076117    SEATTLE                    WA      98103     SFD         7.500          7.000          $ 2,131.21
   5076227    FLOWER MOUND               TX      75028     SFD         7.875          7.000          $ 2,900.28
   5076497    NAPERVILLE                 IL      60564     SFD         7.875          7.000          $ 2,428.99
   5076511    MADISON                    NJ      07940     SFD         7.500          7.000          $ 2,580.11
   5076623    WALNUT CREEK               CA      94596     SFD         8.250          7.000          $ 3,639.89
   5076687    LAKE BARRINGTON            IL      60010     SFD         8.000          7.000          $ 5,572.95
   5076771    PENFIELD                   NY      14526     SFD         7.625          7.000          $ 1,968.38
   5076851    SUDBURY                    MA      01776     SFD         7.625          7.000          $ 3,748.48
   5076882    SAN RAFAEL                 CA      94901     SFD         7.625          7.000          $ 3,708.84
   5077263    MORGAN HILL                CA      95037     SFD         7.875          7.000          $ 2,215.82
   5077337    WALNUT CREEK               CA      94598     SFD         7.875          7.000          $ 2,175.21
   5077416    MARSHFIELD                 MA      02050     SFD         6.750          6.483          $ 1,997.69
   5077854    RIDGEFIELD                 CT      06877     SFD         7.875          7.000          $ 4,160.09
   5077855    PLEASANT HILL              CA      94523     SFD         7.750          7.000          $ 1,776.71
   5077867    CLACKAMAS                  OR      97015     SFD         7.625          7.000          $ 1,804.88
   5077890    REDDING                    CT      06896     SFD         7.625          7.000          $ 1,981.83
   5077927    RIDGEFIELD                 CT      06877     SFD         8.125          7.000          $ 4,826.24
   5078033    BROOKSVILLE                FL      34613     SFD         8.000          7.000          $ 1,834.42
   5078047    PROSPECT                   KY      40059     SFD         7.625          7.000          $ 2,031.37
   5078112    BERKELEY HEIGHTS           NJ      07922     SFD         7.625          7.000          $ 1,840.27
   5078128    CARMEL                     NY      10512     SFD         8.000          7.000          $ 2,212.31
   5078149    HOUSTON                    TX      77030     SFD         7.000          6.733          $ 1,949.34
   5078163    GERMANTOWN                 TN      38139     SFD         7.750          7.000          $ 2,077.60
   5078197    EDEN PRAIRIE               MN      55344     SFD         7.750          7.000          $ 3,008.94
   5078240    BLOOMFIELD HILLS           MI      48302     SFD         8.000          7.000          $ 2,935.06
   5078248    LOS ANGELES                CA      90036     SFD         7.375          7.000          $ 3,812.53
   5078426    ATLANTA                    GA      30342     SFD         7.875          7.000          $ 3,886.38
   5078536    NEWTOWN                    PA      18940     SFD         7.250          6.983          $ 2,251.19
   5078735    RANDOLPH                   NJ      07869     SFD         8.125          7.000          $ 2,672.99
   5078759    NATICK                     MA      01760     SFD         7.500          7.000          $ 3,303.79
   5079319    LOS GATOS                  CA      95030     SFD         7.875          7.000          $ 2,113.94
   5079426    ELLICOTT CITY              MD      21043     SFD         8.125          7.000          $ 2,292.09
   5079467    CLAYTON                    CA      94517     SFD         7.625          7.000          $ 2,441.89
   5079527    SOMERS                     NY      10589     SFD         7.375          7.000          $ 3,798.72
   5079607    LITTLETON                  CO      80128     SFD         7.250          6.983          $ 5,249.65
   5079761    CHATHAM                    NJ      07928     SFD         7.750          7.000          $ 2,378.49
   5080046    ROBBINSVILLE               NJ      08691     SFD         8.125          7.000          $ 2,098.30
   5080383    ROSWELL                    GA      30075     SFD         7.750          7.000          $ 2,285.36
   5080428    THE WOODLANDS              TX      77381     SFD         7.750          7.000          $ 2,289.66
   5080669    BLOOMFIELD HILLS           MI      48301     SFD         7.625          7.000          $ 2,095.07
   5080721    SAN JOSE                   CA      95120     SFD         7.375          7.000          $ 2,486.44
   5080824    LITTLETON                  CO      80122     SFD         7.250          6.983          $ 1,875.99
   5080860    OMAHA                      NE      68118     SFD         8.375          7.000          $ 2,219.42
   5080889    SAN RAMON                  CA      94583     SFD         8.375          7.000          $ 2,394.23
   5081027    MANDEVILLE                 LA      70471     SFD         7.875          7.000          $ 1,952.62
   5081238    SHREWSBURY                 MA      01545     SFD         7.500          7.000          $ 2,062.69
   5081298    HUNTINGTON BEACH           CA      92648     SFD         8.000          7.000          $ 2,751.62
   5081539    SOUTHLAKE                  TX      76092     SFD         8.375          7.000          $ 2,769.78
   5081712    PEAPACK                    NJ      07977     SFD         7.250          6.983          $ 6,139.59
   5081729    MEDFORD                    NJ      08055     SFD         7.375          7.000          $ 2,044.40
   5081792    POTOMAC                    MD      20854     SFD         7.875          7.000          $ 4,241.66
   5081819    SAN RAMON                  CA      94583     SFD         7.875          7.000          $ 2,102.71
   5081899    ORLANDO                    FL      32819     SFD         8.000          7.000          $ 2,354.29
   5081957    GIBSONIA                   PA      15044     SFD         7.875          7.000          $ 1,930.94
   5082019    PARKLAND                   FL      33067     SFD         7.750          7.000          $ 1,912.83
   5082037    CENTERVILLE                OH      45429     SFD         7.750          7.000          $ 2,894.31
   5082051    CLIFTON                    VA      20124     SFD         7.750          7.000          $ 3,904.45
   5082098    MILL CREEK                 WA      98012     SFD         8.125          7.000          $ 2,227.50
   5082292    CLAYTON                    CA      94517     SFD         7.625          7.000          $ 1,804.88
   5082400    PLEASANTON                 CA      94588     LCO         8.250          7.000          $ 2,141.11
   5082413    INDIANAPOLIS               IN      46236     SFD         6.625          6.358          $ 2,241.09
   5082588    SAN JOSE                   CA      95126     SFD         7.625          7.000          $ 1,826.11
   5082660    CARLSBAD                   CA      92009     SFD         7.625          7.000          $ 3,956.57
   5082729    EASTON                     CT      06612     SFD         7.750          7.000          $ 2,149.24
   5082743    MCKINNEY                   TX      75070     SFD         7.500          7.000          $ 3,382.46
   5083017    HAMDEN                     CT      06518     SFD         8.000          7.000          $ 2,017.86
   5083036    CUMMING                    GA      30040     SFD         7.875          7.000          $ 2,051.95
   5083071    PITTSTOWN                  NJ      08867     SFD         7.500          7.000          $ 2,318.60
   5083331    WASHINGTON TWP             NJ      08681     SFD         8.125          7.000          $ 2,343.32
   5083576    OVERLAND PARK              KS      66213     SFD         7.875          7.000          $ 2,175.21
   5083661    CHICAGO                    IL      60653     SFD         8.125          7.000          $ 2,505.93
   5083709    CLARKSTON                  MI      48348     LCO         7.375          7.000          $ 2,244.70
   5084079    MARTINEZ                   CA      94553     SFD         7.750          7.000          $ 2,183.63
   5084255    ANTIOCH                    CA      94509     SFD         8.625          7.000          $ 2,303.82
   5084262    SAN RAMON                  CA      94583     SFD         8.375          7.000          $ 3,610.35
   5084276    GREEN BROOK                NJ      08812     SFD         7.625          7.000          $ 3,313.07
   5084464    SAN JOSE                   CA      95124     SFD         8.375          7.000          $ 2,952.66
   5084532    SUNNYVALE                  CA      94087     SFD         7.625          7.000          $ 3,255.86
   5084748    FLEMINGTON                 NJ      08822     SFD         7.500          7.000          $ 2,461.24
   5084756    SUWANEE                    GA      30024     SFD         8.000          7.000          $ 2,443.44
   5084833    TAMPA                      FL      33613     SFD         7.625          7.000          $ 3,963.65
   5084860    ORINDA                     CA      94563     SFD         8.500          7.000          $ 4,921.05
   5084934    MENTOR                     OH      44060     SFD         8.375          7.000          $ 2,268.06
   5085258    SOUTHLAKE                  TX      76092     SFD         8.000          7.000          $ 2,494.80
   5085463    SAN RAMON                  CA      94583     SFD         8.000          7.000          $ 2,096.74
   5085669    CINCINNATI                 OH      45255     SFD         7.875          7.000          $ 2,094.01
   5085770    BELLAIRE                   TX      77401     SFD         7.875          7.000          $ 2,356.48
   5085863    BEDFORD                    MA      01730     SFD         8.000          7.000          $ 3,668.83
   5086316    GEORGETOWN                 TX      78628     SFD         8.250          7.000          $ 2,614.98
   5086657    GENEVA                     IL      60134     SFD         7.875          7.000          $ 4,350.42
   5086669    GROSSE POINTE FARMS        MI      48236     SFD         8.000          7.000          $ 2,773.64
   5086706    STAMFORD                   CT      06903     SFD         7.625          7.000          $ 3,000.48
   5087080    TRABUCO CANYON             CA      92679     SFD         8.375          7.000          $ 3,378.53
   5087284    SAN JOSE                   CA      95124     SFD         8.625          7.000          $ 2,333.37
   5087388    YORBA LINDA                CA      92887     SFD         7.875          7.000          $ 2,175.21
   5087500    BOXBOROUGH                 MA      01719     SFD         7.875          7.000          $ 3,349.83
   5087545    MORGANVILLE                NJ      07751     SFD         8.000          7.000          $ 1,907.21
   5087628    WARWICK                    NY      10990     SFD         7.000          6.733          $ 1,995.68
   5087966    MISSION VIEJO              CA      92692     SFD         7.250          6.983          $ 1,839.15
   5088087    MIDLAND                    MI      48640     SFD         8.125          7.000          $ 1,859.22
   5088198    TOLLAND                    CT      06084     SFD         8.125          7.000          $ 1,837.69
   5088200    HOPKINTON                  MA      01748     SFD         7.625          7.000          $ 3,609.75
   5088288    MAPLE GROVE                MN      55311     SFD         8.500          7.000          $ 2,533.57
   5088289    CLAYTON                    MO      63105     SFD         7.750          7.000          $ 2,937.30
   5088389    HARTFORD                   CT      06101     SFD         8.250          7.000          $ 3,380.70
   5088598    DAYTON                     NJ      08810     SFD         7.750          7.000          $ 1,998.15
   5088611    IRVINE                     CA      92620     SFD         8.250          7.000          $ 2,570.52
   5088966    WESTFIELD                  NJ      07090     SFD         7.750          7.000          $ 3,467.44
   5089129    WINDSOR                    CA      95492     SFD         8.125          7.000          $ 2,303.60
   5089168    EAST LYME                  CT      06333     SFD         6.750          6.483          $ 1,663.65
   5089643    WESTON                     CT      06883     SFD         6.750          6.483          $ 5,188.78
   5089991    MARTINEZ                   CA      94553     SFD         8.375          7.000          $ 2,265.02
   5090284    FAIRFAX                    VA      22031     SFD         6.750          6.483          $ 1,712.30
   5090602    RIDGEFIELD                 CT      06877     SFD         6.500          6.233          $ 2,269.12
   5090646    SUGAR GROVE                IL      60554     SFD         7.625          7.000          $ 1,840.27
   5090829    MOUNT LAUREL               NJ      08054     SFD         8.000          7.000          $ 1,878.44
   5090949    LITTLETON                  CO      80121     SFD         8.000          7.000          $ 5,723.37
   5090991    KINGWOOD                   TX      77345     SFD         7.500          7.000          $ 1,748.04
   5091010    JAMESVILLE                 NY      13078     SFD         6.875          6.608          $ 1,865.68
   5091023    MISSION VIEJO              CA      92692     SFD         8.125          7.000          $ 2,562.36
   5091086    NORTH SALEM                NY      10560     SFD         6.625          6.358          $ 3,201.55
   5091091    SUMMERFIELD                NC      27358     SFD         7.500          7.000          $ 2,377.33
   5091094    RIDGEWOOD                  NJ      07450     SFD         6.625          6.358          $ 2,945.43
   5091106    SAN DIEGO                  CA      92129     SFD         7.125          6.858          $ 1,886.42
   5091149    IRVINE                     CA      92620     SFD         7.750          7.000          $ 2,507.45
   5091161    BRANDON                    MS      39047     SFD         8.000          7.000          $ 1,981.17
   5091286    ROWLEY                     MA      01969     SFD         8.000          7.000          $ 2,371.53
   5091296    MENDON                     NY      14506     SFD         7.875          7.000          $ 2,146.21
   5091366    SEWICKLEY                  PA      15143     SFD         6.750          6.483          $ 2,283.07
   5091519    BATON ROUGE                LA      70816     SFD         7.875          7.000          $ 1,983.79
   5091813    JACKSONVILLE               FL      32256     SFD         8.250          7.000          $ 2,043.45
   5091841    PARK RIDGE                 IL      60068     SFD         8.000          7.000          $ 3,412.01
   5091859    OAKTON                     VA      22124     SFD         8.125          7.000          $ 2,392.33
   5091944    BRIGHTON                   MI      48114     SFD         8.125          7.000          $ 2,041.87
   5092159    CHARLOTTE                  NC      28277     SFD         8.000          7.000          $ 2,687.54
   5092385    TIBURON                    CA      94920     LCO         7.875          7.000          $ 2,523.25
   5092483    ROCHESTER                  MI      48307     SFD         7.875          7.000          $ 2,544.35
   5092918    BIRMINGHAM                 AL      35242     SFD         8.000          7.000          $ 2,475.73
   5092932    CHADDS FORD                PA      19317     SFD         7.875          7.000          $ 1,921.80
   5093079    PLACERVILLE                CA      95667     SFD         7.500          7.000          $ 2,349.37
   5093294    CRYSTAL LAKE               IL      60012     SFD         7.875          7.000          $ 1,993.16
   5093652    MOSS BEACH                 CA      94038     SFD         8.000          7.000          $ 2,742.08
   5093860    YUCAIPA                    CA      92399     SFD         7.250          6.983          $ 2,027.43
   5094013    LEAWOOD                    KS      66211     SFD         7.625          7.000          $ 3,949.49
   5094044    CANTON                     MI      48188     SFD         7.375          7.000          $ 1,845.49
   5094088    THOUSAND OAKS              CA      91320     SFD         7.750          7.000          $ 2,073.66
   5094298    WOODSTOCK                  GA      30188     SFD         7.875          7.000          $ 2,117.21
   5094366    LEESBURG                   VA      20175     SFD         8.250          7.000          $ 2,126.09
   5094434    DANA POINT                 CA      92624     SFD         8.000          7.000          $ 2,889.20
   5094493    SARATOGA                   CA      95070     SFD         7.875          7.000          $ 4,350.42
   5094615    CHARLOTTE                  NC      28211     SFD         7.500          7.000          $ 3,157.93
   5094749    CORAL SPRINGS              FL      33076     SFD         8.000          7.000          $ 2,476.46
   5094757    KALAMAZOO                  MI      49006     SFD         8.000          7.000          $ 2,133.06
   5094879    NORCROSS                   GA      30092     SFD         7.875          7.000          $ 2,534.85
   5094920    LAKE FOREST                IL      60045     SFD         8.000          7.000          $ 2,179.29
   5095199    TEMECULA                   CA      92592     SFD         7.500          7.000          $ 1,817.96
   5095266    MINNETONKA                 MN      55305     SFD         7.375          7.000          $ 2,762.71
   5095300    DANBURY                    CT      06810     SFD         8.125          7.000          $ 1,833.97
   5095304    CLARKSVILLE                MD      21029     SFD         7.750          7.000          $ 2,189.36
   5095324    ALPHARETTA                 GA      30004     SFD         7.750          7.000          $ 2,372.05
   5095854    SAN RAMON                  CA      94583     SFD         7.875          7.000          $ 1,853.28
   5096073    OREFIELD                   PA      18069     SFD         7.500          7.000          $ 1,980.18
   5096382    TAMPA                      FL      33613     SFD         7.500          7.000          $ 2,279.44
   5096403    CROWNSVILLE                MD      21032     SFD         7.500          7.000          $ 3,076.55
   5096471    VALRICO                    FL      33594     SFD         8.375          7.000          $ 2,021.08
   5096500    LAFAYETTE                  LA      70503     SFD         7.750          7.000          $ 2,253.12
   5096541    UNIVERSITY CITY            MO      63130     SFD         7.875          7.000          $ 2,211.47
   5096605    KILDEER                    IL      60047     SFD         8.625          7.000          $ 2,814.05
   5096693    WARREN                     NJ      07059     SFD         7.500          7.000          $ 3,062.56
   5097078    LOVELAND                   CO      80538     SFD         8.000          7.000          $ 1,889.85
   5097095    HUNTINGTON BEACH           CA      92648     SFD         7.750          7.000          $ 2,399.99
   5097595    CYPRESS                    CA      90630     SFD         8.125          7.000          $ 2,171.81
   5097682    MADISON                    MS      39110     SFD         7.750          7.000          $ 2,005.96
   5097686    WALNUT CREEK               CA      94596     SFD         8.125          7.000          $ 2,904.65
   5097711    ANAHEIM                    CA      92801     SFD         7.875          7.000          $ 1,885.19
   5097727    LAFAYETTE                  CA      94549     SFD         7.750          7.000          $ 3,209.53
   5097876    WOODBURY                   MN      55125     SFD         7.750          7.000          $ 2,865.65
   5097882    BELLINGHAM                 WA      98226     SFD         7.750          7.000          $ 1,970.14
   5098287    COPLEY                     OH      44321     SFD         8.375          7.000          $ 2,332.48
   5098637    BENTONVILLE                AR      72712     SFD         7.375          7.000          $ 2,735.08
   5098661    CARMEL                     IN      46033     SFD         7.500          7.000          $ 1,911.31
   5098838    SAN RAMON                  CA      94583     SFD         7.750          7.000          $ 2,189.36
   5099874    ALAMO                      CA      94507     SFD         7.375          7.000          $ 3,121.86
   5100614    EVERGREEN                  CO      80439     SFD         7.500          7.000          $ 3,803.73
   5101121    LAKE ELMO                  MN      55042     SFD         8.000          7.000          $ 2,086.83
   5101533    BARRINGTON                 IL      60010     SFD         7.750          7.000          $ 2,142.08
   5101836    GENEVA                     IL      60134     SFD         7.375          7.000          $ 2,072.03
   5101959    CINCINNATI                 OH      45249     SFD         8.000          7.000          $ 2,656.23
   5102090    WESTLAKE VILLAGE           CA      91361     SFD         8.000          7.000          $ 2,360.07
   5102221    DANVILLE                   CA      94506     SFD         7.625          7.000          $ 2,335.72
   5102534    ALAMO                      CA      94507     SFD         7.750          7.000          $ 2,435.81
   5102619    WOODBURY                   MN      55125     SFD         8.125          7.000          $ 2,309.17
   5102908    SAN JOSE                   CA      95136     SFD         7.875          7.000          $ 1,957.69
   5102981    AUSTIN                     TX      78731     SFD         8.000          7.000          $ 2,641.56
   5103289    LAKELAND                   FL      33813     SFD         8.000          7.000          $ 2,384.74
   5103314    CASTLE ROCK                CO      80104     SFD         7.625          7.000          $ 2,088.00
   5103388    HOUSTON                    TX      77027     SFD         8.125          7.000          $ 4,733.42
   5103451    MOORPARK                   CA      93021     PUD         7.875          7.000          $ 2,727.72
   5103697    LANDENBERG                 PA      19350     SFD         8.500          7.000          $ 2,595.09
   5104148    PHOENIX                    AZ      85048     SFD         7.250          6.983          $ 2,210.26
   5104618    CENTREVILLE                VA      20120     SFD         7.625          7.000          $ 1,840.27
   5104670    WILMINGTON                 DE      19803     SFD         7.875          7.000          $ 1,943.19
   5104701    SCOTCH PLAINS              NJ      07076     SFD         7.750          7.000          $ 1,977.30
   5104956    CLIFTON PARK               NY      12065     SFD         7.875          7.000          $ 2,175.21
   5105054    ANTHEM                     AZ      85086     SFD         7.250          6.983          $ 1,910.10
   5105095    WEST DES MOINES            IA      50265     SFD         7.875          7.000          $ 2,113.58
   5105626    STAMFORD                   CT      06905     SFD         8.125          7.000          $ 2,084.94
   5105817    JOHNSTON                   IA      50131     SFD         8.375          7.000          $ 2,462.64
   5105866    WEST CHESTER               PA      19380     SFD         7.500          7.000          $ 2,880.77
   5105912    CARLSBAD                   CA      92009     SFD         6.875          6.608          $ 2,081.16
   5106043    MEQUON                     WI      53092     SFD         7.875          7.000          $ 2,730.62
   5106176    CARY                       NC      27511     SFD         7.750          7.000          $ 2,185.06
   5106209    CLINTON                    NJ      08809     SFD         7.500          7.000          $ 2,150.09
   5106320    THE WOODLANDS              TX      77381     SFD         7.625          7.000          $ 1,911.05
   5106354    SAN FRANCISCO              CA      94111     LCO         8.375          7.000          $ 2,280.22
   5106602    WINCHESTER                 MA      01890     SFD         7.750          7.000          $ 2,113.42
   5106841    ALPHARETTA                 GA      30022     SFD         7.500          7.000          $ 2,461.24
   5107264    BROOKEVILLE                MD      20833     SFD         8.000          7.000          $ 2,494.80
   5107318    PAOLI                      PA      19301     SFD         7.125          6.858          $ 2,694.88
   5107488    SAN RAMON                  CA      94583     SFD         7.750          7.000          $ 2,579.09
   5107655    LAGUNA NIGUEL              CA      92677     SFD         7.625          7.000          $ 2,017.22
   5107772    SOUTHBOROUGH               MA      01772     SFD         7.250          6.983          $ 3,069.80
   5108011    FALL CITY                  WA      98024     SFD         7.875          7.000          $ 2,894.48
   5108314    LAKEVILLE                  MN      55044     SFD         8.125          7.000          $ 1,900.06
   5109032    PLEASANTON                 CA      94566     SFD         8.000          7.000          $ 2,872.69
   5109463    NORWALK                    CT      06854     SFD         7.250          6.983          $ 3,410.89
   5109569    EVERGREEN                  CO      80439     SFD         7.875          7.000          $ 1,899.69
   5109670    PASO ROBLES                CA      93446     SFD         7.375          7.000          $ 2,417.37
   5109928    MOORPARK                   CA      93021     SFD         7.875          7.000          $ 2,094.01
   5110260    AUSTIN                     TX      78750     SFD         8.125          7.000          $ 1,901.54
   5111195    GLENDORA                   CA      91740     SFD         8.000          7.000          $ 2,348.05
   5113744    GERMANTOWN                 TN      38138     SFD         7.750          7.000          $ 2,041.78
   5114667    PETOSKEY                   MI      49770     SFD         8.000          7.000          $ 2,174.75
   5116127    ACWORTH                    GA      30101     SFD         7.875          7.000          $ 1,800.35
   7757088    GRAND RAPIDS               MI      49548     SFD         8.000          7.000          $ 2,553.50
</TABLE>
<TABLE>
<CAPTION>

NASCOR
NMI / 1999-28 Exhibit F-1
30 YEAR FIXED RATE RELOCATION LOANS

(continued)

     (i)        (vii)       (viii)           (ix)          (x)       (xi)       (xii)     (xiii)    (xiv)      (xv)
    -----      --------   ----------    --------------    ------  ---------  ----------  -------- -----------------
                                            CUT-OFF
  MORTGAGE     ORIGINAL    SCHEDULED         DATE                             MORTGAGE             MASTER      FIXED
    LOAN       TERM TO     MATURITY        PRINCIPAL                          INSURANCE  SERVICE   SERVICE  RETAINED
   NUMBER      MATURITY      DATE           BALANCE        LTV     SUBSIDY      CODE       FEE       FEE       YIELD
  --------     --------   -----------   --------------    ------  ---------  ----------  -------- ------------------
<S>              <C>       <C>           <C>              <C>     <C>           <C>       <C>       <C>        <C>
   4869327       360       1-Sep-29      $ 299,161.98     75.40                           0.250     0.017      0.000
   4888014       360       1-Dec-28      $ 449,640.85     80.00                           0.250     0.017      0.000
   4895880       360       1-Sep-29      $ 294,099.95     80.00                           0.250     0.017      0.233
   4915827       360       1-Oct-29      $ 265,177.17     90.00                           0.250     0.017      1.233
   4926317       360       1-Aug-29      $ 322,880.11     80.00                           0.250     0.017      0.000
   4927676       360       1-Aug-29      $ 398,644.20     66.88                           0.250     0.017      0.000
   4929486       360       1-Oct-29      $ 310,128.85     80.00                           0.250     0.017      0.108
   4931241       360       1-Oct-29      $ 244,653.04     94.96                           0.250     0.017      0.483
   4933794       360       1-Feb-29      $ 328,849.29     80.00     GD 1YR                0.250     0.017      0.000
   4934219       360       1-Nov-29      $ 269,761.78     47.82                           0.250     0.017      0.000
   4934844       360       1-Oct-29      $ 499,086.68     79.99                           0.250     0.017      0.000
   4946342       360       1-Oct-29      $ 545,564.44     90.00                           0.250     0.017      0.733
   4946740       360       1-Dec-29      $ 650,000.00     68.42     GD 4YR                0.250     0.017      0.983
   4948738       360       1-Oct-29      $ 299,481.95     71.86                           0.250     0.017      0.000
   4952541       360       1-Nov-29      $ 255,392.62     80.00     GD 5YR                0.250     0.017      0.483
   4959545       360       1-Jun-29      $ 525,233.75     80.00                           0.250     0.017      0.000
   4959634       360       1-Nov-29      $ 279,792.19     71.17                           0.250     0.017      0.233
   4961133       360       1-Nov-29      $ 306,388.99     69.95                           0.250     0.017      0.608
   4963655       360       1-Oct-29      $ 349,108.16     53.44                           0.250     0.017      0.000
   4965658       360       1-Nov-29      $ 319,785.28     42.49                           0.250     0.017      0.733
   4966398       360       1-Oct-29      $ 315,123.89     91.50                           0.250     0.017      0.000
   4967926       360       1-Aug-29      $ 355,819.20     70.00                           0.250     0.017      0.000
   4972788       360       1-Nov-29      $ 263,927.24     95.00                           0.250     0.017      0.858
   4973328       360       1-Nov-29      $ 464,779.44     80.00                           0.250     0.017      0.000
   4973528       360       1-Oct-29      $ 322,503.88     61.95     GD 3YR                0.250     0.017      0.108
   4975367       360       1-Apr-29      $ 272,686.61     56.70                           0.250     0.017      0.000
   4977422       360       1-Dec-29      $ 450,000.00     78.40                           0.250     0.017      0.000
   4977438       360       1-Oct-29      $ 324,562.40     76.92                           0.250     0.017      0.733
   4980472       360       1-Sep-29      $ 340,236.01     77.31                           0.250     0.017      0.233
   4981496       360       1-Nov-29      $ 449,631.13     69.16                           0.250     0.017      0.000
   4982516       360       1-Oct-29      $ 307,517.99     80.00                           0.250     0.017      0.000
   4983968       360       1-May-29      $ 295,265.73     90.00                  33       0.250     0.017      0.000
   4986375       360       1-Aug-29      $ 244,331.02     80.00                           0.250     0.017      0.000
   4989810       360       1-Oct-29      $ 339,467.93     80.00     GD 3YR                0.250     0.017      0.000
   4990736       360       1-Nov-29      $ 511,544.19     80.00                           0.250     0.017      0.000
   4991336       360       1-Nov-29      $ 406,874.36     82.32                           0.250     0.017      0.000
   4991643       360       1-Oct-29      $ 324,527.38     73.92                           0.250     0.017      0.358
   4992062       360       1-Aug-29      $ 348,661.18     73.15                           0.250     0.017      0.000
   4993411       360       1-Nov-29      $ 347,657.19     90.00                           0.250     0.017      0.358
   4994135       360       1-Sep-29      $ 257,973.36     95.00                           0.250     0.017      1.733
   4996178       360       1-May-29      $ 272,320.51     69.34                           0.250     0.017      0.000
   4996497       360       1-Oct-29      $ 273,626.64     79.19     GD 2YR                0.250     0.017      0.108
   4997335       360       1-Oct-29      $ 413,790.15     78.90     GD 3YR                0.250     0.017      0.000
   4997550       360       1-Oct-29      $ 289,698.87     83.58                  13       0.250     0.017      0.000
   4999765       360       1-Oct-29      $ 417,293.99     67.64                           0.250     0.017      0.000
   5000352       360       1-Aug-29      $ 453,259.54     69.47                           0.250     0.017      0.000
   5000754       360       1-Sep-29      $ 499,061.15     84.44                  01       0.250     0.017      1.108
   5001445       360       1-Sep-29      $ 298,608.83     76.93     GD 4YR                0.250     0.017      0.858
   5001487       360       1-Oct-29      $ 268,289.82     79.99                           0.250     0.017      0.108
   5001680       360       1-Oct-29      $ 449,346.53     68.18                           0.250     0.017      0.358
   5001966       360       1-Oct-29      $ 299,480.60     76.18                           0.250     0.017      0.000
   5002196       360       1-Jun-29      $ 397,747.37     80.00                           0.250     0.017      0.000
   5002952       360       1-Oct-29      $ 279,603.47     80.00                           0.250     0.017      0.483
   5003933       360       1-Nov-29      $ 247,291.06     80.00                           0.250     0.017      0.000
   5004040       360       1-Oct-29      $ 359,931.27     90.00                           0.250     0.017      0.608
   5005572       360       1-Nov-29      $ 264,808.19     69.74                           0.250     0.017      0.358
   5005682       360       1-Nov-29      $ 299,788.26     88.83                           0.250     0.017      0.483
   5006285       360       1-Sep-29      $ 346,652.17     68.83                           0.250     0.017      0.000
   5006574       360       1-Oct-29      $ 391,416.32     70.00                           0.250     0.017      0.233
   5006582       360       1-Sep-29      $ 333,288.21     79.20     GD 5YR                0.250     0.017      0.483
   5007559       360       1-Nov-29      $ 259,119.54     80.00                           0.250     0.017      0.608
   5008959       360       1-Oct-29      $ 329,341.32     76.74                           0.250     0.017      0.000
   5009864       360       1-Jul-29    $ 1,494,222.52     55.66     GD 3YR                0.250     0.017      0.108
   5011106       360       1-Sep-29      $ 247,239.10     95.00                  17       0.250     0.017      0.000
   5011488       360       1-Oct-29      $ 377,065.26     80.00                           0.250     0.017      0.483
   5011720       360       1-Oct-29      $ 998,490.94     58.82     GD 4YR                0.250     0.017      0.233
   5011772       360       1-Aug-29      $ 369,443.82     95.00                           0.250     0.017      0.483
   5012243       360       1-Nov-29      $ 261,800.64     85.34                           0.250     0.017      0.108
   5012302       360       1-Sep-29      $ 514,814.83     80.00                           0.250     0.017      0.108
   5013098       360       1-Dec-29      $ 360,000.00     80.00                           0.250     0.017      0.608
   5015923       360       1-Sep-29      $ 299,392.07     53.57     GD 4YR                0.250     0.017      0.733
   5017003       360       1-Aug-29      $ 339,792.56     79.35     GD 3YR                0.250     0.017      0.000
   5017343       360       1-Aug-29      $ 399,488.31     72.90                           0.250     0.017      0.000
   5017692       360       1-Oct-29      $ 334,449.19     88.39                           0.250     0.017      0.000
   5018126       360       1-Oct-29      $ 324,438.78     66.67                           0.250     0.017      0.000
   5018783       360       1-Jun-29      $ 304,509.80     90.00                           0.250     0.017      0.000
   5019069       360       1-Oct-29      $ 284,965.79     69.99     GD 4YR                0.250     0.017      0.733
   5019431       360       1-Sep-29      $ 483,858.07     72.93     GD 3YR                0.250     0.017      0.000
   5020437       360       1-Sep-29      $ 375,092.56     80.00                           0.250     0.017      0.000
   5021735       360       1-Oct-29      $ 436,623.01     70.00                           0.250     0.017      0.000
   5022792       360       1-Oct-29      $ 279,622.98     87.13                           0.250     0.017      0.733
   5023952       360       1-Nov-29      $ 512,479.74     70.00                           0.250     0.017      0.108
   5024167       360       1-Oct-29      $ 347,139.04     80.00                           0.250     0.017      0.233
   5025232       360       1-Oct-29      $ 354,484.49     61.50                           0.250     0.017      0.358
   5025266       360       1-Sep-29      $ 241,563.37     95.00                           0.250     0.017      0.608
   5026973       360       1-Sep-29      $ 289,366.28     74.94                           0.250     0.017      0.358
   5027607       360       1-Jul-29      $ 414,596.85     84.56     GD 3YR       06       0.250     0.017      0.000
   5030763       360       1-Oct-29      $ 259,582.93     69.52     GD 3YR                0.250     0.017      0.000
   5030815       360       1-Nov-29      $ 367,819.03     79.48                           0.250     0.017      0.733
   5030906       360       1-Oct-29      $ 328,728.77     79.99                           0.250     0.017      0.983
   5030931       360       1-Jun-29      $ 169,657.59     90.00                  11       0.250     0.017      0.000
   5031368       360       1-Sep-29      $ 518,834.99     80.00                           0.250     0.017      0.233
   5031857       360       1-Aug-29      $ 473,183.06     48.73                           0.250     0.017      0.000
   5032445       360       1-Oct-29      $ 468,952.32     78.99                           0.250     0.017      0.108
   5032534       360       1-Aug-29      $ 623,107.35     50.04                           0.250     0.017      0.000
   5033438       360       1-Sep-29      $ 319,645.61     90.00     GD 3YR       06       0.250     0.017      0.000
   5034139       360       1-Oct-29      $ 269,617.63     86.35                  33       0.250     0.017      0.483
   5034151       360       1-Aug-29      $ 647,630.36     79.75     GD 1YR                0.250     0.017      0.000
   5034496       360       1-Oct-29      $ 375,880.22     80.00     GD 4YR                0.250     0.017      0.608
   5034605       360       1-Sep-29      $ 562,736.42     80.00                           0.250     0.017      0.233
   5035215       360       1-Aug-29      $ 325,791.74     90.00                  33       0.250     0.017      0.608
   5035578       360       1-Oct-29      $ 304,545.87     64.04                           0.250     0.017      0.233
   5036080       360       1-Oct-29      $ 499,197.93     66.62                           0.250     0.017      0.000
   5036445       360       1-Sep-29      $ 299,293.66     69.78                           0.250     0.017      0.000
   5038192       360       1-Jul-29      $ 231,875.43     95.00                  06       0.250     0.017      0.233
   5038281       360       1-Sep-29      $ 284,328.96     74.03     GD 3YR                0.250     0.017      0.000
   5038445       360       1-Sep-29      $ 296,283.23     90.00                           0.250     0.017      0.000
   5039701       360       1-Nov-29      $ 299,803.75     75.33     GD 3YR                0.250     0.017      0.858
   5040515       360       1-Sep-29      $ 897,362.34     64.29                           0.250     0.017      0.000
   5040584       360       1-Oct-29      $ 299,481.95     66.23     GD 2YR                0.250     0.017      0.000
   5041430       360       1-Nov-29      $ 328,751.84     95.00                           0.250     0.017      0.233
   5042112       360       1-Oct-29      $ 547,223.96     80.00     GD 4YR                0.250     0.017      0.483
   5042418       360       1-Oct-29      $ 271,199.28     75.12                           0.250     0.017      0.000
   5043926       360       1-Sep-29      $ 446,194.79     80.00                           0.250     0.017      0.108
   5044108       360       1-Aug-29      $ 318,518.53     90.00                  06       0.250     0.017      0.108
   5044419       360       1-Jul-29      $ 267,790.01     79.06                           0.250     0.017      0.233
   5044827       360       1-Sep-29      $ 276,779.19     65.29                           0.250     0.017      0.000
   5045129       360       1-Jul-29      $ 278,200.59     63.80                           0.250     0.017      0.000
   5045306       360       1-Oct-29      $ 458,445.00     80.00                           0.250     0.017      0.000
   5047422       360       1-Oct-29      $ 385,046.48     90.00                  33       0.250     0.017      0.000
   5048031       360       1-Sep-29      $ 314,328.70     90.00                           0.250     0.017      0.483
   5048303       360       1-Aug-29      $ 318,804.96     63.37                           0.250     0.017      0.000
   5048380       360       1-Oct-29      $ 798,684.67     66.67                           0.250     0.017      0.000
   5048559       360       1-Oct-29      $ 314,555.92     90.00     GD 5YR       33       0.250     0.017      0.608
   5048712       360       1-Oct-29      $ 460,195.10     79.93                           0.250     0.017      0.858
   5049430       360       1-Oct-29      $ 341,562.32     90.00                           0.250     0.017      0.983
   5049492       360       1-Sep-29      $ 538,696.78     80.00     GD 3YR                0.250     0.017      0.000
   5049681       360       1-Sep-29      $ 254,043.64     95.00                           0.250     0.017      0.358
   5049863       360       1-Oct-29      $ 483,402.85     79.60                           0.250     0.017      0.733
   5050718       360       1-Aug-29      $ 438,429.05     77.88     GD 3YR                0.250     0.017      0.000
   5051497       360       1-Oct-29      $ 329,496.24     56.17                           0.250     0.017      0.108
   5051653       360       1-Nov-29      $ 299,831.81     94.79                           0.250     0.017      1.608
   5051779       360       1-Sep-29      $ 459,687.92     80.00     GD 4YR                0.250     0.017      0.000
   5051852       360       1-Nov-29      $ 265,558.96     80.00                           0.250     0.017      0.483
   5051876       360       1-Nov-29      $ 535,602.21     80.00     GD 3YR                0.250     0.017      0.233
   5052063       360       1-Oct-29      $ 396,044.49     79.99                           0.250     0.017      0.108
   5052209       360       1-Oct-29      $ 748,964.31     62.76     GD 3YR                0.250     0.017      0.608
   5052467       360       1-Nov-29      $ 299,061.99     80.00     GD 4YR                0.250     0.017      1.108
   5053147       360       1-Sep-29      $ 520,708.85     79.45                           0.250     0.017      0.000
   5053191       360       1-Nov-29      $ 311,004.09     80.00                           0.250     0.017      0.000
   5053728       360       1-Nov-29      $ 507,492.08     70.00                           0.250     0.017      0.233
   5054061       360       1-Oct-29      $ 426,990.40     80.00                           0.250     0.017      0.000
   5054278       360       1-Sep-29      $ 398,128.12     89.86     GD 2YR       06       0.250     0.017      0.358
   5054411       360       1-Oct-29      $ 244,603.10     85.96                  33       0.250     0.017      0.483
   5054837       360       1-Sep-29      $ 276,846.63     79.86                           0.250     0.017      0.000
   5054921       360       1-Nov-29      $ 255,823.82     80.00                           0.250     0.017      0.608
   5054997       360       1-Nov-29      $ 383,707.80     80.00                           0.250     0.017      0.108
   5055101       360       1-Oct-29      $ 821,708.95     75.00                           0.250     0.017      0.000
   5055212       360       1-Oct-29      $ 295,969.57     80.00                           0.250     0.017      0.358
   5055255       360       1-Sep-29      $ 309,821.51     92.69                  11       0.250     0.017      0.358
   5055263       360       1-Oct-29      $ 279,522.94     70.00                           0.250     0.017      0.358
   5056151       360       1-Oct-29      $ 354,330.69     89.99                  11       0.250     0.017      0.000
   5056406       360       1-Oct-29      $ 373,009.70     90.00     GD 3YR                0.250     0.017      0.858
   5057030       360       1-Oct-29      $ 393,148.92     70.00                           0.250     0.017      0.108
   5057731       360       1-Oct-29      $ 285,174.76     70.00                           0.250     0.017      0.233
   5058106       360       1-Nov-29      $ 299,640.09     75.95                           0.250     0.017      0.000
   5058454       360       1-Oct-29      $ 349,478.86     61.51                           0.250     0.017      0.233
   5058580       360       1-Sep-29      $ 251,239.83     95.00                           0.250     0.017      0.733
   5058661       360       1-Oct-29      $ 398,901.30     57.55                           0.250     0.017      0.233
   5059161       360       1-Sep-29      $ 319,300.75     80.00                           0.250     0.017      0.358
   5059584       240       1-Oct-19      $ 253,025.59     77.20                           0.250     0.017      0.233
   5059607       360       1-Aug-29      $ 265,222.50     80.00                           0.250     0.017      0.358
   5060008       360       1-Sep-29      $ 391,021.98     80.00     GD 3YR                0.250     0.017      0.233
   5060040       360       1-Sep-29      $ 293,373.44     79.89                           0.250     0.017      0.483
   5060286       360       1-Sep-29      $ 324,814.21     80.00     GD 3YR                0.250     0.017      0.000
   5060468       360       1-Oct-29      $ 599,037.51     63.66                           0.250     0.017      0.000
   5060515       360       1-Sep-29      $ 425,667.82     80.00                           0.250     0.017      0.358
   5060940       360       1-Nov-29      $ 974,329.01     75.00                           0.250     0.017      0.608
   5061470       360       1-Oct-29      $ 489,288.45     80.00                           0.250     0.017      0.358
   5061471       360       1-Sep-29      $ 390,555.17     79.65                           0.250     0.017      0.000
   5061511       360       1-Dec-29      $ 705,600.00     80.00                           0.250     0.017      0.608
   5061560       360       1-Sep-29      $ 298,551.34     80.00                           0.250     0.017      0.233
   5062717       360       1-Sep-29      $ 276,363.76     60.88                           0.250     0.017      0.108
   5062985       360       1-Oct-29      $ 381,416.87     80.00                           0.250     0.017      0.108
   5063099       360       1-Sep-29      $ 255,953.37     95.00                  06       0.250     0.017      0.483
   5063305       360       1-Sep-29      $ 309,607.22     80.00                           0.250     0.017      0.108
   5063988       360       1-Oct-29      $ 451,310.00     80.00                           0.250     0.017      0.108
   5064537       360       1-Oct-29      $ 420,103.55     80.00                           0.250     0.017      0.233
   5064952       360       1-Sep-29      $ 428,996.08     74.14                           0.250     0.017      0.108
   5065522       360       1-Sep-29      $ 339,116.83     63.43     GD 4YR                0.250     0.017      0.000
   5066098       360       1-Sep-29      $ 253,490.38     92.70     GD 6YR                0.250     0.017      1.108
   5066140       360       1-Nov-29      $ 399,325.00     89.80     GD 5YR       06       0.250     0.017      0.608
   5066306       360       1-Oct-29      $ 252,645.31     83.51                  06       0.250     0.017      0.483
   5066437       360       1-Nov-29      $ 329,267.44     67.31     GD 5YR                0.250     0.017      0.483
   5066843       360       1-Nov-29      $ 311,768.45     80.00                           0.250     0.017      0.233
   5067226       360       1-Oct-29      $ 279,083.84     79.97                           0.250     0.017      0.233
   5067713       360       1-Oct-29      $ 353,511.16     73.14     GD 5YR                0.250     0.017      0.608
   5068465       360       1-Oct-29      $ 372,412.39     90.00                  06       0.250     0.017      0.000
   5069051       360       1-Nov-29      $ 364,748.80     74.49                           0.250     0.017      0.608
   5069061       360       1-Oct-29      $ 306,251.79     80.00                           0.250     0.017      0.108
   5069062       360       1-Oct-29      $ 423,368.69     80.00     GD 4YR                0.250     0.017      0.233
   5069128       360       1-Aug-29      $ 333,996.16     69.07                           0.250     0.017      0.233
   5069532       360       1-Sep-29      $ 284,361.47     69.51                           0.250     0.017      0.233
   5069951       360       1-Oct-29      $ 333,926.43     79.78                           0.250     0.017      0.483
   5070411       360       1-Sep-29      $ 332,290.33     90.00                           0.250     0.017      0.483
   5070665       360       1-Oct-29      $ 583,130.45     80.00     GD 3YR                0.250     0.017      0.233
   5070698       360       1-Oct-29      $ 319,506.88     80.00                           0.250     0.017      0.483
   5070812       360       1-Nov-29      $ 575,542.33     80.00                           0.250     0.017      0.233
   5071039       360       1-Oct-29      $ 297,618.63     63.42                           0.250     0.017      0.983
   5071061       360       1-Nov-29      $ 269,836.43     84.64     GD 2YR                0.250     0.017      1.233
   5071515       360       1-Oct-29      $ 299,553.31     62.51     GD 3YR                0.250     0.017      0.233
   5071767       360       1-Oct-29      $ 354,072.02     90.00                           0.250     0.017      0.233
   5071888       360       1-Oct-29      $ 259,593.12     94.55                           0.250     0.017      0.000
   5072074       360       1-Sep-29      $ 279,791.45     81.87                           0.250     0.017      0.483
   5072135       360       1-Oct-29      $ 279,853.12     95.00                           0.250     0.017      0.483
   5072274       360       1-Oct-29      $ 319,020.41     55.17     GD 3YR                0.250     0.017      0.233
   5072349       360       1-Nov-29      $ 349,759.13     67.50                           0.250     0.017      0.608
   5072753       360       1-Sep-29      $ 289,412.34     80.00     GD 3YR                0.250     0.017      0.733
   5072836       360       1-Oct-29      $ 595,112.60     80.00                           0.250     0.017      0.233
   5072866       360       1-Oct-29      $ 339,454.59     73.91                           0.250     0.017      0.000
   5072934       360       1-Oct-29      $ 270,750.27     80.00                           0.250     0.017      0.233
   5073037       360       1-Oct-29      $ 348,540.53     73.68     GD 5YR                0.250     0.017      0.858
   5073072       360       1-Oct-29      $ 399,374.03     80.00                           0.250     0.017      0.000
   5073092       360       1-Oct-29      $ 277,760.57     90.00                           0.250     0.017      1.233
   5073296       360       1-Oct-29      $ 270,325.90     95.00                           0.250     0.017      1.233
   5073389       360       1-Sep-29      $ 247,416.08     80.00                           0.250     0.017      0.000
   5073439       360       1-Sep-29      $ 335,283.95     80.00     GD 3YR                0.250     0.017      0.483
   5073778       360       1-Oct-29      $ 264,585.29     62.50                           0.250     0.017      0.000
   5073979       360       1-Nov-29      $ 530,855.73     85.00     GD 4YR                0.250     0.017      0.233
   5074002       360       1-Oct-29      $ 258,932.95     95.00                           0.250     0.017      0.608
   5074046       360       1-Nov-29      $ 343,731.64     80.00                           0.250     0.017      0.000
   5074199       360       1-Nov-29      $ 264,793.27     57.00                           0.250     0.017      0.000
   5074288       360       1-Oct-29      $ 649,032.19     72.63     GD 3YR                0.250     0.017      0.233
   5074591       360       1-Sep-29      $ 335,247.20     80.00     GD 2YR                0.250     0.017      0.233
   5074845       360       1-Oct-29      $ 281,657.11     94.00                           0.250     0.017      1.233
   5074956       360       1-Sep-29      $ 298,331.69     68.18                           0.250     0.017      0.358
   5075182       360       1-Nov-29      $ 318,751.14     74.47                           0.250     0.017      0.000
   5075206       360       1-Nov-29      $ 303,774.38     80.00                           0.250     0.017      0.233
   5075398       360       1-Sep-29      $ 466,809.34     80.00                           0.250     0.017      0.000
   5075493       360       1-Nov-29      $ 256,336.44     90.00                           0.250     0.017      0.983
   5075574       360       1-Oct-29      $ 349,116.44     89.16                           0.250     0.017      1.108
   5075732       360       1-Sep-29      $ 330,394.37     70.00                           0.250     0.017      0.483
   5075821       360       1-Oct-29      $ 412,353.69     70.00                           0.250     0.017      0.000
   5075878       360       1-Sep-29      $ 411,258.41     69.99                           0.250     0.017      0.233
   5076099       360       1-Oct-29      $ 314,482.07     70.00                           0.250     0.017      0.000
   5076117       360       1-Sep-29      $ 304,117.12     80.00     GD 5YR                0.250     0.017      0.233
   5076227       360       1-Oct-29      $ 399,447.63     88.59                           0.250     0.017      0.608
   5076497       360       1-Oct-29      $ 334,537.38     89.58                           0.250     0.017      0.608
   5076511       360       1-Sep-29      $ 368,173.28     90.00                  17       0.250     0.017      0.233
   5076623       360       1-Oct-29      $ 483,879.97     85.00     GD 4YR                0.250     0.017      0.983
   5076687       360       1-Oct-29      $ 758,477.37     70.00                           0.250     0.017      0.733
   5076771       360       1-Sep-29      $ 277,492.29     90.00                  06       0.250     0.017      0.358
   5076851       360       1-Oct-29      $ 528,830.94     80.00     GD 5YR                0.250     0.017      0.358
   5076882       360       1-Nov-29      $ 523,620.74     80.00                           0.250     0.017      0.358
   5077263       360       1-Oct-29      $ 305,177.98     80.00                           0.250     0.017      0.608
   5077337       360       1-Oct-29      $ 299,585.73     58.25     GD 3YR                0.250     0.017      0.608
   5077416       360       1-Oct-29      $ 307,468.13     80.00                           0.250     0.017      0.000
   5077854       360       1-Sep-29      $ 572,557.63     85.00                           0.250     0.017      0.608
   5077855       360       1-Oct-29      $ 247,648.79     80.00     GD 3YR                0.250     0.017      0.483
   5077867       360       1-Oct-29      $ 254,629.69     67.11                           0.250     0.017      0.358
   5077890       360       1-Oct-29      $ 279,593.39     78.87                           0.250     0.017      0.358
   5077927       360       1-Sep-29      $ 648,715.74     79.75                           0.250     0.017      0.858
   5078033       360       1-Oct-29      $ 249,663.38     78.13                           0.250     0.017      0.733
   5078047       360       1-Sep-29      $ 286,216.30     76.32                           0.250     0.017      0.358
   5078112       360       1-Oct-29      $ 259,622.43     80.00                           0.250     0.017      0.358
   5078128       360       1-Oct-29      $ 301,094.03     90.00                           0.250     0.017      0.733
   5078149       360       1-Nov-29      $ 292,759.83     64.68                           0.250     0.017      0.000
   5078163       360       1-Oct-29      $ 289,373.89     84.80                  17       0.250     0.017      0.483
   5078197       360       1-Sep-29      $ 419,104.93     78.55                           0.250     0.017      0.483
   5078240       360       1-Oct-29      $ 399,460.41     88.89                           0.250     0.017      0.733
   5078248       360       1-Oct-29      $ 551,157.36     80.00                           0.250     0.017      0.108
   5078426       360       1-Nov-29      $ 535,631.12     80.00                           0.250     0.017      0.608
   5078536       360       1-Sep-29      $ 329,223.00     76.74                           0.250     0.017      0.000
   5078735       360       1-Oct-29      $ 359,527.43     67.29                           0.250     0.017      0.858
   5078759       360       1-Oct-29      $ 471,795.47     70.00                           0.250     0.017      0.233
   5079319       360       1-Sep-29      $ 290,944.11     77.95     GD 5YR                0.250     0.017      0.608
   5079426       360       1-Oct-29      $ 308,294.77     90.00                           0.250     0.017      0.858
   5079467       360       1-Dec-29      $ 345,000.00     77.53     GD 3YR                0.250     0.017      0.358
   5079527       360       1-Oct-29      $ 549,160.41     79.83                           0.250     0.017      0.108
   5079607       360       1-Sep-29      $ 767,732.13     70.00                           0.250     0.017      0.000
   5079761       360       1-Nov-29      $ 331,765.68     72.97                           0.250     0.017      0.483
   5080046       360       1-Oct-29      $ 282,229.03     90.00                           0.250     0.017      0.858
   5080383       360       1-Oct-29      $ 318,548.24     89.44                           0.250     0.017      0.483
   5080428       360       1-Oct-29      $ 319,147.39     85.00                  06       0.250     0.017      0.483
   5080669       360       1-Nov-29      $ 295,785.76     80.00                           0.250     0.017      0.358
   5080721       360       1-Oct-29      $ 351,401.27     69.23     GD 3YR                0.250     0.017      0.108
   5080824       360       1-Sep-29      $ 274,352.51     64.71                           0.250     0.017      0.000
   5080860       360       1-Oct-29      $ 291,635.73     92.73                           0.250     0.017      1.108
   5080889       360       1-Oct-29      $ 314,607.05     90.00     GD 3YR                0.250     0.017      1.108
   5081027       360       1-Nov-29      $ 268,914.66     94.99                           0.250     0.017      0.608
   5081238       360       1-Oct-29      $ 294,560.75     69.01                           0.250     0.017      0.233
   5081298       360       1-Oct-29      $ 374,495.08     74.70                           0.250     0.017      0.733
   5081539       360       1-Oct-29      $ 363,955.42     90.00                           0.250     0.017      1.108
   5081712       360       1-Oct-29      $ 898,591.58     70.52                           0.250     0.017      0.000
   5081729       360       1-Sep-29      $ 295,320.14     80.00                           0.250     0.017      0.108
   5081792       360       1-Sep-29      $ 583,784.26     74.52                           0.250     0.017      0.608
   5081819       360       1-Oct-29      $ 289,599.53     56.31     GD 3YR                0.250     0.017      0.608
   5081899       360       1-Oct-29      $ 320,417.98     84.99                           0.250     0.017      0.733
   5081957       360       1-Oct-29      $ 265,942.24     90.00                  11       0.250     0.017      0.608
   5082019       360       1-Oct-29      $ 266,621.87     70.45                           0.250     0.017      0.483
   5082037       360       1-Sep-29      $ 403,139.04     80.00                           0.250     0.017      0.483
   5082051       360       1-Sep-29      $ 543,838.56     64.50                           0.250     0.017      0.483
   5082098       360       1-Nov-29      $ 299,803.75     79.58     GD 3YR                0.250     0.017      0.858
   5082292       360       1-Nov-29      $ 254,815.43     61.22     GD 7YR                0.250     0.017      0.358
   5082400       360       1-Sep-29      $ 284,451.05     89.06     GD 6YR                0.250     0.017      0.983
   5082413       360       1-Sep-29      $ 349,068.48     41.47     GD 1YR                0.250     0.017      0.000
   5082588       360       1-Oct-29      $ 257,625.35     57.33     GD 5YR                0.250     0.017      0.358
   5082660       360       1-Nov-29      $ 558,595.41     78.84                           0.250     0.017      0.358
   5082729       360       1-Nov-29      $ 299,788.26     68.34     GD 4YR                0.250     0.017      0.483
   5082743       360       1-Oct-29      $ 483,029.71     75.00                           0.250     0.017      0.233
   5083017       360       1-Sep-29      $ 274,442.71     76.41                           0.250     0.017      0.733
   5083036       360       1-Oct-29      $ 282,609.20     79.95                           0.250     0.017      0.608
   5083071       360       1-Nov-29      $ 331,353.90     80.00     GD 5YR                0.250     0.017      0.233
   5083331       360       1-Nov-29      $ 315,393.55     80.00                           0.250     0.017      0.858
   5083576       360       1-Oct-29      $ 299,585.73     85.97                  06       0.250     0.017      0.608
   5083661       360       1-Oct-29      $ 337,056.96     90.00     GD 3YR       06       0.250     0.017      0.858
   5083709       360       1-Oct-29      $ 324,503.88     79.27                           0.250     0.017      0.108
   5084079       360       1-Oct-29      $ 304,368.35     79.38     GD 6YR                0.250     0.017      0.483
   5084255       360       1-Nov-29      $ 296,025.12     80.00     GD 3YR                0.250     0.017      1.358
   5084262       360       1-Sep-29      $ 474,108.06     69.85     GD 4YR                0.250     0.017      1.108
   5084276       360       1-Oct-29      $ 467,404.27     80.00                           0.250     0.017      0.358
   5084464       360       1-Oct-29      $ 387,735.39     89.30     GD 3YR                0.250     0.017      1.108
   5084532       360       1-Nov-29      $ 459,667.06     67.85     GD 5YR                0.250     0.017      0.358
   5084748       360       1-Oct-29      $ 351,459.44     80.73                           0.250     0.017      0.233
   5084756       360       1-Oct-29      $ 332,551.63     90.00                           0.250     0.017      0.733
   5084833       360       1-Oct-29      $ 559,186.79     80.00                           0.250     0.017      0.358
   5084860       360       1-Nov-29      $ 639,612.28     80.00     GD 3YR                0.250     0.017      1.233
   5084934       360       1-Nov-29      $ 297,714.52     80.00                           0.250     0.017      1.108
   5085258       360       1-Oct-29      $ 339,542.22     62.79                           0.250     0.017      0.733
   5085463       360       1-Nov-29      $ 285,558.26     90.00     GD 6YR       06       0.250     0.017      0.733
   5085669       360       1-Oct-29      $ 288,401.18     80.00                           0.250     0.017      0.608
   5085770       360       1-Oct-29      $ 324,551.19     76.47                           0.250     0.017      0.608
   5085863       360       1-Oct-29      $ 499,326.77     65.36                           0.250     0.017      0.733
   5086316       360       1-Nov-29      $ 347,853.04     89.80                           0.250     0.017      0.983
   5086657       360       1-Oct-29      $ 599,171.45     76.43     GD 4YR                0.250     0.017      0.608
   5086669       360       1-Oct-29      $ 377,491.03     70.00                           0.250     0.017      0.733
   5086706       360       1-Oct-29      $ 423,304.41     80.00                           0.250     0.017      0.358
   5087080       360       1-Oct-29      $ 443,945.49     89.89                           0.250     0.017      1.108
   5087284       360       1-Sep-29      $ 299,464.81     59.41                           0.250     0.017      1.358
   5087388       360       1-Nov-29      $ 299,793.54     67.42     GD 3YR                0.250     0.017      0.608
   5087500       360       1-Oct-29      $ 461,362.01     78.44                           0.250     0.017      0.608
   5087545       360       1-Oct-29      $ 259,570.02     80.00     GD10YR                0.250     0.017      0.733
   5087628       360       1-Oct-29      $ 299,471.80     85.00                  06       0.250     0.017      0.000
   5087966       360       1-Oct-29      $ 269,178.09     80.00                           0.250     0.017      0.000
   5088087       360       1-Oct-29      $ 249,971.29     80.00                           0.250     0.017      0.858
   5088198       360       1-Nov-29      $ 247,338.09     71.22                           0.250     0.017      0.858
   5088200       360       1-Nov-29      $ 509,630.88     65.81                           0.250     0.017      0.358
   5088288       360       1-Oct-29      $ 329,099.36     89.17                           0.250     0.017      1.233
   5088289       360       1-Sep-29      $ 409,126.24     65.08                           0.250     0.017      0.483
   5088389       360       1-Nov-29      $ 449,713.05     75.00     GD 4YR                0.250     0.017      0.983
   5088598       360       1-Dec-29      $ 278,910.00     88.31                  06       0.250     0.017      0.483
   5088611       360       1-Dec-29      $ 342,157.50     90.00     GD 4YR                0.250     0.017      0.983
   5088966       360       1-Nov-29      $ 483,658.39     80.00                           0.250     0.017      0.483
   5089129       360       1-Oct-29      $ 309,842.73     85.00                  33       0.250     0.017      0.858
   5089168       360       1-Jul-29      $ 255,383.32     90.00                  01       0.250     0.017      0.000
   5089643       360       1-Jun-29      $ 795,808.77     57.35                           0.250     0.017      0.000
   5089991       360       1-Oct-29      $ 297,628.25     88.17     GD 6YR                0.250     0.017      1.108
   5090284       360       1-Jul-29      $ 262,850.65     80.00                           0.250     0.017      0.000
   5090602       360       1-Jul-29      $ 357,359.64     65.39                           0.250     0.017      0.000
   5090646       360       1-Nov-29      $ 259,811.81     80.00     GD 3YR                0.250     0.017      0.358
   5090829       360       1-Oct-29      $ 255,655.31     80.00                           0.250     0.017      0.733
   5090949       360       1-Nov-29      $ 779,476.63     65.00                           0.250     0.017      0.733
   5090991       360       1-Oct-29      $ 249,627.76     83.33                  06       0.250     0.017      0.233
   5091010       360       1-Oct-29      $ 283,219.72     80.00                           0.250     0.017      0.000
   5091023       360       1-Nov-29      $ 344,874.25     85.00                           0.250     0.017      0.858
   5091086       360       1-Jul-29      $ 497,667.62     56.95                           0.250     0.017      0.000
   5091091       360       1-Nov-29      $ 339,747.67     80.00                           0.250     0.017      0.233
   5091094       360       1-Jul-29      $ 457,948.24     80.00                           0.250     0.017      0.000
   5091106       360       1-Jun-29      $ 277,014.77     66.99                           0.250     0.017      0.000
   5091149       360       1-Nov-29      $ 349,752.97     76.92                           0.250     0.017      0.483
   5091161       360       1-Oct-29      $ 269,636.45     78.49                           0.250     0.017      0.733
   5091286       360       1-Nov-29      $ 322,983.14     80.00     GD 3YR                0.250     0.017      0.733
   5091296       360       1-Nov-29      $ 295,796.29     80.00                           0.250     0.017      0.608
   5091366       360       1-Jul-29      $ 350,467.51     80.00                           0.250     0.017      0.000
   5091519       360       1-Oct-29      $ 273,222.18     80.00                           0.250     0.017      0.608
   5091813       360       1-Oct-29      $ 271,651.91     80.00                           0.250     0.017      0.983
   5091841       360       1-Nov-29      $ 464,687.99     77.50     GD 2YR                0.250     0.017      0.733
   5091859       360       1-Oct-29      $ 321,777.04     90.00                  11       0.250     0.017      0.858
   5091944       360       1-Oct-29      $ 274,639.00     69.27                           0.250     0.017      0.858
   5092159       360       1-Nov-29      $ 366,021.24     80.00                           0.250     0.017      0.733
   5092385       360       1-Oct-29      $ 347,519.43     80.00                           0.250     0.017      0.608
   5092483       360       1-Nov-29      $ 350,668.50     90.00                  13       0.250     0.017      0.608
   5092918       360       1-Oct-29      $ 336,912.10     70.00                           0.250     0.017      0.733
   5092932       360       1-Dec-29      $ 265,050.00     95.00                           0.250     0.017      0.608
   5093079       360       1-Oct-29      $ 335,499.70     80.00                           0.250     0.017      0.233
   5093294       360       1-Dec-29      $ 274,892.00     95.00     GD10YR       06       0.250     0.017      0.608
   5093652       360       1-Nov-29      $ 373,449.25     79.94                           0.250     0.017      0.733
   5093860       360       1-Oct-29      $ 296,734.90     80.00                           0.250     0.017      0.000
   5094013       360       1-Oct-29      $ 555,585.19     58.25                           0.250     0.017      0.358
   5094044       360       1-Nov-29      $ 266,996.68     80.00                           0.250     0.017      0.108
   5094088       360       1-Oct-29      $ 289,040.09     74.99                           0.250     0.017      0.483
   5094298       360       1-Oct-29      $ 291,496.41     80.00                           0.250     0.017      0.608
   5094366       360       1-Nov-29      $ 282,782.49     89.87                           0.250     0.017      0.983
   5094434       360       1-Oct-29      $ 393,219.84     93.20                           0.250     0.017      0.733
   5094493       360       1-Nov-29      $ 599,587.08     78.43     GD 5YR                0.250     0.017      0.608
   5094615       240       1-Oct-19      $ 390,579.72     80.00                           0.250     0.017      0.233
   5094749       360       1-Oct-29      $ 337,045.57     90.00                           0.250     0.017      0.733
   5094757       360       1-Nov-29      $ 290,504.94     95.00                           0.250     0.017      0.733
   5094879       360       1-Oct-29      $ 349,117.22     80.00                           0.250     0.017      0.608
   5094920       360       1-Oct-29      $ 296,600.09     90.00     GD 2YR                0.250     0.017      0.733
   5095199       360       1-Nov-29      $ 259,807.04     59.23                           0.250     0.017      0.233
   5095266       360       1-Nov-29      $ 399,695.62     68.97                           0.250     0.017      0.108
   5095300       360       1-Nov-29      $ 246,838.43     95.00                           0.250     0.017      0.858
   5095304       360       1-Aug-29      $ 304,728.84     80.00                           0.250     0.017      0.483
   5095324       360       1-Nov-29      $ 330,866.30     70.00                           0.250     0.017      0.483
   5095854       360       1-Nov-29      $ 255,424.10     80.00                           0.250     0.017      0.608
   5096073       360       1-Nov-29      $ 282,989.82     80.00                           0.250     0.017      0.233
   5096382       360       1-Oct-29      $ 325,514.61     76.53                           0.250     0.017      0.233
   5096403       360       1-Oct-29      $ 439,344.86     80.00     GD 5YR                0.250     0.017      0.233
   5096471       360       1-Oct-29      $ 265,573.28     95.00                           0.250     0.017      1.108
   5096500       360       1-Oct-29      $ 314,054.62     79.86                           0.250     0.017      0.483
   5096541       360       1-Dec-29      $ 305,000.00     67.03                           0.250     0.017      0.608
   5096605       360       1-Oct-29      $ 361,371.24     90.00                           0.250     0.017      1.358
   5096693       360       1-Nov-29      $ 437,674.94     80.00                           0.250     0.017      0.233
   5097078       360       1-Oct-29      $ 257,208.21     95.00                  11       0.250     0.017      0.733
   5097095       360       1-Nov-29      $ 334,763.55     73.63                           0.250     0.017      0.483
   5097595       360       1-Nov-29      $ 292,308.66     90.00                           0.250     0.017      0.858
   5097682       360       1-Oct-29      $ 279,603.47     77.78                           0.250     0.017      0.483
   5097686       360       1-Oct-29      $ 390,686.47     80.00                           0.250     0.017      0.858
   5097711       360       1-Nov-29      $ 259,821.06     82.54                  13       0.250     0.017      0.608
   5097727       360       1-Nov-29      $ 447,683.80     80.00     GD 3YR                0.250     0.017      0.483
   5097876       360       1-Nov-29      $ 399,717.68     66.67                           0.250     0.017      0.483
   5097882       360       1-Oct-29      $ 274,610.55     74.83                           0.250     0.017      0.483
   5098287       360       1-Nov-29      $ 306,685.26     80.00                           0.250     0.017      1.108
   5098637       360       1-Dec-29      $ 396,000.00     92.09                  06       0.250     0.017      0.108
   5098661       360       1-Nov-29      $ 273,147.13     90.00                  06       0.250     0.017      0.233
   5098838       360       1-Nov-29      $ 305,384.31     80.00     GD 5YR                0.250     0.017      0.483
   5099874       360       1-Nov-29      $ 451,656.06     80.00     GD 3YR                0.250     0.017      0.108
   5100614       360       1-Oct-29      $ 543,190.02     80.00                           0.250     0.017      0.233
   5101121       360       1-Nov-29      $ 284,209.17     90.00                  33       0.250     0.017      0.733
   5101533       360       1-Nov-29      $ 298,788.96     62.42                           0.250     0.017      0.483
   5101836       360       1-Dec-29      $ 300,000.00     69.78                           0.250     0.017      0.108
   5101959       360       1-Dec-29      $ 362,000.00     80.00                           0.250     0.017      0.733
   5102090       360       1-Nov-29      $ 321,421.68     89.37                           0.250     0.017      0.733
   5102221       360       1-Nov-29      $ 329,761.16     59.46                           0.250     0.017      0.358
   5102534       360       1-Nov-29      $ 339,760.02     66.60                           0.250     0.017      0.483
   5102619       360       1-Nov-29      $ 310,796.56     79.76                           0.250     0.017      0.858
   5102908       360       1-Nov-29      $ 269,807.77     90.00                           0.250     0.017      0.608
   5102981       360       1-Oct-29      $ 359,515.27     68.57                           0.250     0.017      0.733
   5103289       360       1-Nov-29      $ 324,781.93     61.90                           0.250     0.017      0.733
   5103314       360       1-Nov-29      $ 294,786.48     67.35                           0.250     0.017      0.358
   5103388       360       1-Nov-29      $ 637,082.99     75.00                           0.250     0.017      0.858
   5103451       360       1-Nov-29      $ 375,941.09     90.00     GD 5YR       06       0.250     0.017      0.608
   5103697       360       1-Nov-29      $ 337,295.53     90.00                           0.250     0.017      1.233
   5104148       360       1-Dec-29      $ 324,000.00     90.00                  06       0.250     0.017      0.000
   5104618       360       1-Nov-29      $ 259,811.81     68.42                           0.250     0.017      0.358
   5104670       360       1-Nov-29      $ 267,815.56     80.00                           0.250     0.017      0.608
   5104701       360       1-Nov-29      $ 275,805.20     80.00                           0.250     0.017      0.483
   5104956       360       1-Nov-29      $ 299,793.54     75.00                           0.250     0.017      0.608
   5105054       360       1-Dec-29      $ 280,000.00     67.60                           0.250     0.017      0.000
   5105095       360       1-Nov-29      $ 291,299.39     79.86                           0.250     0.017      0.608
   5105626       360       1-Dec-29      $ 280,800.00     90.00     GD 2YR       06       0.250     0.017      0.858
   5105817       360       1-Nov-29      $ 323,758.75     80.00                           0.250     0.017      1.108
   5105866       360       1-Nov-29      $ 411,694.23     80.00                           0.250     0.017      0.233
   5105912       360       1-Nov-29      $ 316,533.84     80.00                           0.250     0.017      0.000
   5106043       360       1-Nov-29      $ 376,340.82     70.00                           0.250     0.017      0.608
   5106176       360       1-Nov-29      $ 304,784.73     79.22                           0.250     0.017      0.483
   5106209       360       1-Dec-29      $ 307,500.00     79.35                           0.250     0.017      0.233
   5106320       360       1-Nov-29      $ 269,804.58     79.88                           0.250     0.017      0.358
   5106354       360       1-Nov-29      $ 299,813.53     93.75                           0.250     0.017      1.108
   5106602       360       1-Nov-29      $ 294,791.79     74.68     GD 5YR                0.250     0.017      0.483
   5106841       360       1-Nov-29      $ 351,738.76     80.00                           0.250     0.017      0.233
   5107264       360       1-Dec-29      $ 340,000.00     79.81                           0.250     0.017      0.733
   5107318       360       1-Nov-29      $ 399,680.12     57.15                           0.250     0.017      0.000
   5107488       360       1-Nov-29      $ 359,745.91     80.00     GD 3YR                0.250     0.017      0.483
   5107655       360       1-Nov-29      $ 284,793.72     58.76                           0.250     0.017      0.358
   5107772       360       1-Dec-29      $ 450,000.00     67.68                           0.250     0.017      0.000
   5108011       360       1-Nov-29      $ 398,925.27     80.00                           0.250     0.017      0.608
   5108314       360       1-Nov-29      $ 255,732.60     89.51                           0.250     0.017      0.858
   5109032       360       1-Nov-29      $ 391,237.31     90.00                           0.250     0.017      0.733
   5109463       360       1-Nov-29      $ 499,609.94     69.06                           0.250     0.017      0.000
   5109569       360       1-Nov-29      $ 261,819.69     72.38                           0.250     0.017      0.608
   5109670       360       1-Dec-29      $ 350,000.00     67.31                           0.250     0.017      0.108
   5109928       360       1-Nov-29      $ 288,601.24     80.00     GD 5YR                0.250     0.017      0.608
   5110260       360       1-Dec-29      $ 256,100.00     60.99                           0.250     0.017      0.858
   5111195       360       1-Dec-29      $ 320,000.00     80.00                           0.250     0.017      0.733
   5113744       360       1-Dec-29      $ 285,000.00     95.00                           0.250     0.017      0.483
   5114667       240       1-Dec-19      $ 260,000.00     77.61                           0.250     0.017      0.733
   5116127       360       1-Nov-29      $ 248,129.12     90.00                           0.250     0.017      0.608
   7757088       360       1-Aug-29      $ 347,056.62     80.00                           0.250     0.017      0.733

                                        $171,170,140.17

</TABLE>


COUNT:                                470
WAC:                         7.577775147
WAM:                         357.2720813
WALTV:                        77.32915825


<PAGE>



                                   EXHIBIT F-2



           [Schedule of Mortgage Loans Serviced by Other Servicers]


NASCOR
NMI / 1999-28  Exhibit F-2
30 YEAR FIXED RATE RELOCATION  LOANS

<TABLE>
<CAPTION>

(i)      (ii)                               (iii)     (iv)       (v)          (vi)        (vii)        (viii)
- -----    --------------------------------   --------  --------   --------     -------     ---------    ---------
                                                                  NET
MORTGAGE                                              MORTGAGE   MORTGAGE     CURRENT      ORIGINAL    SCHEDULED
LOAN                                ZIP     PROPERTY  INTEREST   INTEREST     MONTHLY      TERM TO     MATURITY
NUMBER   CITY                STATE  CODE    TYPE      RATE       RATE         PAYMENT      MATURITY     DATE
- -------- ----------------   ------ ------- ---------- ---------  --------     -----------  --------    -------
<S>      <C>                <C>     <C>     <C>         <C>         <C>      <C>           <C>        <C>
4932631  THE PLAINES         VA     20198   SFD         6.750       6.483    $ 3,969.43    360         1-Dec-28
4932741  CHARLOTTE           NC     28226   SFD         6.875       6.608    $ 1,662.03    360         1-Sep-28
5011808  TULSA               OK     74137   SFD         6.875       6.250    $ 1,891.96    360         1-Oct-28
5014927  CASTLE ROCK         CO     80104   SFD         6.375       6.108    $ 4,117.55    360         1-Nov-28
5015237  IRVINE              CA     92620   SFD         6.500       6.233    $ 1,896.21    360         1-Apr-29
5029555  LAKE FOREST         CA     92630   SFD         6.625       6.358    $ 2,410.78    360         1-Jun-29
5031936  NORTH ANDOVER       MA     01845   SFD         6.250       5.983    $ 2,462.87    360         1-Jun-29
5044259  FLEMINGTON          NJ     08822   PUD         7.000       6.733    $ 2,110.68    360         1-Aug-29
5054655  OAKLAND TWP         MI     48306   SFD         7.000       6.733    $ 2,122.31    360         1-Apr-29
5063337  IJAMSVILLE          MD     21754   SFD         7.125       6.858    $ 3,124.48    360         1-Aug-29
5063385  WHEATLEY HEIGHTS    NY     11798   SFD         7.375       7.000    $ 1,851.01    360         1-Sep-29
5070987  FLOWER MOUND        TX     75028   SFD         7.125       6.858    $ 1,805.57    360         1-Aug-29
5075078  MATTHEWS            NC     28105   SFD         7.125       6.858    $ 1,886.42    360         1-Aug-29
</TABLE>

<TABLE>
<CAPTION>

NASCOR
NMI / 1999-28  Exhibit F-2
30 YEAR FIXED RATE RELOCATION  LOANS

(continued)

(i)          (ix)              (x)     (xi)         (xii)     (xiii)    (xiv)        (xv)
- -----        -------------    -------  ---------  ----------  --------  --------   -----------
             CUT-OFF
MORTGAGE     DATE                               MORTGAGE             MASTER          FIXED
LOAN         PRINCIPAL                         INSURANCE   SERVICE   SERVICE        RETAINED
NUMBER       BALANCE           LTV     SUBSIDY       CODE     FEE       FEE          YIELD
- --------     -------------    -------  ---------  ----------  --------  ---------  -----------
<S>           <C>              <C>                 <C>           <C>        <C>        <C>
4932631       $ 605,477.51     80.00                             0.250      0.017      0.000
4932741       $ 248,654.28     64.05                             0.250      0.017      0.000
5011808       $ 284,483.48     80.00                             0.608      0.017      0.000
5014927       $ 651,794.79     75.00                             0.250      0.017      0.000
5015237       $ 297,788.74     80.00                             0.250      0.017      0.000
5029555       $ 374,479.17     89.32                 06          0.250      0.017      0.000
5031936       $ 397,692.92     75.47                             0.250      0.017      0.000
5044259       $ 316,200.64     90.00                 06          0.250      0.017      0.000
5054655       $ 316,864.98     86.68                 13          0.250      0.017      0.000
5063337       $ 462,269.26     80.00                             0.250      0.017      0.000
5063385       $ 264,725.80     80.00                             0.250      0.017      0.108
5070987       $ 267,135.06     72.83                             0.250      0.017      0.000
5075078       $ 278,849.84     75.76                             0.250      0.017      0.000

            $ 4,766,416.47


</TABLE>


COUNT:                    13
WAC:             6.792784967
WAM:             351.7980511
WALTV:           79.29602668


<PAGE>


NASCOR
NMI / 1999-28  Exhibit F-2
30 YEAR FIXED RATE RELOCATION  LOANS


(i)         (xvii)                                            (xviii)
- -----       -----------                                     -----------

MORTGAGE                                                         NMI
LOAN                                                            LOAN
NUMBER      SERVICER                                           SELLER
- --------    ------------------------------         -----------------------------
4932631     GMAC MORTGAGE CORP                       GMAC MORTGAGE CORP
4932741     GMAC MORTGAGE CORP                       GMAC MORTGAGE CORP
5011808     CITICORP MORTGAGE, INC.                  CITICORP MORTGAGE, INC.
5014927     CITICORP MORTGAGE, INC.                  CITICORP MORTGAGE, INC.
5015237     FIRSTAR                                  FIRSTAR
5029555     FIRSTAR                                  FIRSTAR
5031936     FIRSTAR                                  FIRSTAR
5044259     FIRSTAR                                  FIRSTAR
5054655     BANCBOSTON MORTGAGE CORP.                BANCBOSTON MORTGAGE CORP.
5063337     HUNTINGTON MORTGAGE COMPAN               HUNTINGTON MORTGAGE COMPAN
5063385     HUNTINGTON MORTGAGE COMPAN               HUNTINGTON MORTGAGE COMPAN
5070987     HUNTINGTON MORTGAGE COMPAN               HUNTINGTON MORTGAGE COMPAN
5075078     FIRSTAR                                  FIRSTAR

COUNT:                                            13
WAC:                                     6.792784967
WAM:                                     351.7980511
WALTV:                                   79.29602668





                                    EXHIBIT G

                               REQUEST FOR RELEASE
                             (for Trustee/Custodian)
Loan Information
- ----------------

      Name of Mortgagor:                   __________________________________

      Servicer
      Loan No.:                            __________________________________

Custodian/Trustee
- -----------------

      Name:                                __________________________________


      Address:                             __________________________________
                                           __________________________________

      Custodian/Trustee
      Mortgage File No.:                   __________________________________

Seller

      Name:                                __________________________________


      Address:                             __________________________________
                                           __________________________________

      Certificates:                        Mortgage Pass-Through Certificates,
                                           Series 1999-28

            The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 1999-28, the documents referred to below (the
"Documents"). All capitalized terms not otherwise defined in this Request for
Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of December 22, 1999 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.

      ( ) Promissory Note dated ______________, 199__, in the original principal
          sum of $___________, made by ____________________, payable to, or
          endorsed to the order of, the Trustee.

      ( ) Mortgage recorded on _____________________ as instrument no.
          ______________ in the County Recorder's Office of the County of
          ____________________, State of _______________________ in
          book/reel/docket ____________________ of official records at
          page/image ____________.
<PAGE>

      ( ) Deed of Trust recorded on ____________________ as instrument no.
          _________________ in the County Recorder's Office of the County of
          ___________________, State of _________________ in book/reel/docket
          ____________________ of official records at page/image ____________.

      ( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
          ______________________________ as instrument no. ______________ in the
          County Recorder's Office of the County of ______________________,
          State of _____________________ in book/reel/docket
          ____________________ of official records at page/image ____________.

      ( ) Other documents, including any amendments, assignments or other
          assumptions of the Mortgage Note or Mortgage.

            ( )   ---------------------------------------------

            ( )   ---------------------------------------------

            ( )   ---------------------------------------------

            ( )   ---------------------------------------------

            The undersigned Master Servicer hereby acknowledges and agrees as
follows:

                  (1) The Master Servicer shall hold and retain possession of
      the Documents in trust for the benefit of the Trustee, solely for the
      purposes provided in the Agreement.

                  (2) The Master Servicer shall not cause or permit the
      Documents to become subject to, or encumbered by, any claim, liens,
      security interest, charges, writs of attachment or other impositions nor
      shall the Master Servicer assert or seek to assert any claims or rights of
      setoff to or against the Documents or any proceeds thereof.

                  (3) The Master Servicer shall return the Documents to the
      Trustee when the need therefor no longer exists, unless the Mortgage Loan
      relating to the Documents has been liquidated and the proceeds thereof
      have been remitted to the Certificate Account and except as expressly
      provided in the Agreement.

                  (4) The Documents and any proceeds thereof, including any
      proceeds of proceeds, coming into the possession or control of the Master
      Servicer shall at all times be earmarked for the account of the Trustee
      and the Master Servicer shall keep the Documents and any proceeds separate
      and distinct from all other property in the Master Servicer's possession,
      custody or control.
<PAGE>



                                       NORWEST BANK MINNESOTA, NATIONAL
                                          ASSOCIATION



                                       By: __________________________



                                       Title: ________________________

Date: ________________, 19__



<PAGE>





                                    EXHIBIT H


                                                AFFIDAVIT      PURSUANT     TO
                                                SECTION   860E(e)(4)   OF  THE
                                                INTERNAL   REVENUE   CODE   OF
                                                1986,  AS  AMENDED,   AND  FOR
                                                NON-ERISA INVESTORS



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 Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.

            2.____That the Purchaser's Taxpayer Identification Number is [ ].

            3.____That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-28, Class A-R
Certificate (the "Class A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.

            4.____That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class A-R
Certificate as they become due.
<PAGE>

            5.____That the Purchaser understands that it may incur tax
liabilities with respect to the Class A-R Certificate in excess of cash flows
generated by the Class A-R Certificate.

            6.____That the Purchaser will not transfer the Class A-R Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.

            7.____That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class A-R Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class A-R Certificate will not be
disregarded for federal income tax purposes. "U.S. Person" means a citizen or
resident of the United States, a corporation or partnership (unless in the case
of a partnership, Treasury regulations are adopted that provide otherwise)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, including an entity treated as a
corporation or partnership for federal income tax purposes, an estate whose
income is subject to U.S. federal income tax regardless of its source, or a
trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).

            8.____That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.

            9.____That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.



<PAGE>






            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.


                                        [Name of Purchaser]


                                       By:__________________________
                                          [Name of Officer]


                                          [Title of Officer]

            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 Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.

            Subscribed and sworn before me this __ day of           , 19 __.
                                                          ----------

- -----------------------------
NOTARY PUBLIC

COUNTY OF____________________

STATE OF_____________________

My commission expires the __ day of __________, 19__.






<PAGE>




                                    EXHIBIT I

              [Letter from Transferor of Class A-R Certificate]

                                     [Date]

First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re:   Norwest Asset Securities Corporation,
            Series 1999-28, Class A-R

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.


                                       Very truly yours,


                                       [Transferor]


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


<PAGE>





                                    EXHIBIT J




                      NORWEST ASSET SECURITIES CORPORATION

                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1999-28
                   CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES

                               TRANSFEREE'S LETTER

                                                    ----------------- --, ----

First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288

Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703

            The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-28, Class
[A-PO][B-4][B-5][B-6] Certificates (the "Class [A-PO][B-4][B-5][B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:

            Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of December 22, 1999 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-28.

            Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer 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 Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.

            (b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.

            [(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates;

<PAGE>

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 Class
[A-PO][B-4][B-5][B-6] Certificates and can afford a complete loss of such
investment.]

            [(c)__The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]

            (d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it
deemed appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.

            (e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I 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 a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).

<PAGE>

            (f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.

            Section 3. Transfer of Class [A-PO][B-4][B-5][B-6] Certificates.

            (a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [A-PO][B-4][B-5][B-6] Certificates are registered under the Act and
applicable state law or unless an exemption from registration is available. The
Purchaser further understands that neither the Seller, the Master Servicer nor
the Trustee is under any obligation to register the Class [A-PO][B-4][B-5][B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from 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 certify to
the Seller and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, the
Trustee or the Seller may, if such transfer is made within three years from the
later of (a) the Closing Date or (b) the last date on which the Seller or any
affiliate thereof was a holder of the Certificates proposed to be transferred,
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, the Master Servicer or the Seller. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Master Servicer, any Paying Agent acting on
behalf of the Trustee and the Seller 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 Class [A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.

            (c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.



<PAGE>






            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: ______________________________


<PAGE>






                                    EXHIBIT K

                      NORWEST ASSET SECURITIES CORPORATION

                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1999-28
                      CLASS [B-1] [B-2] [B-3] CERTIFICATES

                               TRANSFEREE'S LETTER

                                                     ---------------- --, ----

First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288

Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703

            The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-28, Class
[B-1][B-2][B-3] Certificates (the "Class [B-1][B-2][B-3] Certificates") in the
principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:

            Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of December 22, 1999 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-28.

            Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:

            Either (i) the Purchaser is not an employee benefit plan or other
      retirement arrangement subject to Title I 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 a governmental
      plan, as defined in Section 3(32) of ERISA subject to any federal, state
      or local law ("Similar Law") which is, to a material extent, similar to
      the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
      agent acting on behalf of a Plan, or a person utilizing the assets of a
      Plan or (ii) if the Purchaser is an insurance company, (A) the source of
      funds used to purchase the Class [B-1] [B-2] [B-3] Certificate is an
      "insurance company general account" (as such term is defined in Section
      V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60
      Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to
      which the amount of such general account's reserves and liabilities for
      the contract(s) held by or on behalf of such Plan and all
<PAGE>

      other Plans maintained by the same employer (or affiliate thereof as
      defined in Section V(a)(1) of PTE 95-60) or by the same employee
      organization, exceed 10% of the total of all reserves and liabilities of
      such general account (as such amounts are determined under Section I(a) of
      PTE 95-60) at the date of acquisition and (C) the purchase and holding of
      such Class [B-1][B-2][B-3] Certificate are covered by Sections I and III
      of PTE 95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan
      Opinion" satisfactory to the Seller and the Trustee of the Trust Estate
      and (b) such other opinions of counsel, officers' certificates and
      agreements as the Seller or the Master Servicer may have required. A
      Benefit Plan Opinion is an opinion of counsel to the effect that the
      proposed transfer will not cause the assets of the Trust Estate to be
      regarded as "plan assets" and subject to the prohibited transaction
      provisions of ERISA, the Code or Similar Law and will not subject the
      Trustee, the Seller or the Master Servicer to any obligation in addition
      to those undertaken in the Pooling and Servicing Agreement (including any
      liability for civil penalties or excise taxes imposed pursuant to ERISA,
      Section 4975 of the Code or Similar Law).

            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: _____________________________


                                       [Reserved]


<PAGE>




                                    EXHIBIT L

                              SERVICING AGREEMENTS

                  Norwest Mortgage, Inc. Servicing Agreement

                      Firstar Bank, NA Servicing Agreement

             The Huntington Mortgage Company Servicing Agreement

                 Citicorp Mortgage, Inc. Servicing Agreement

                GMAC Mortgage Corporation Servicing Agreement

                      HomeSide Lending Servicing Agreement


<PAGE>







                                    EXHIBIT M

                      [FORM OF SPECIAL SERVICING AGREEMENT]

               SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT

            This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Norwest Bank Minnesota,
National Association (the "Company" and "Norwest Bank") and (the "Purchaser").

                              PRELIMINARY STATEMENT

            ______________________ is the holder of the entire interest in
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-28, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of December 22,
1999 among Norwest Asset Securities Corporation, as seller (the "Seller"),
Norwest Bank Minnesota, National Association, as Master Servicer and First Union
National Bank, as Trustee.

            ______________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.

            In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.

            In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:

                                   ARTICLE I

                                   DEFINITIONS

            Section 1.1.  Defined Terms.

            Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

            Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
<PAGE>

            Collateral Fund: The fund  established and maintained  pursuant to
Section 3.01 hereof.

            Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and time deposits in,
certificates of deposit of, any depository institution or trust company (which
may be an affiliate of the Company) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or S&P, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and (B)
the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.

            Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.

            Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.

            Election to Delay  Foreclosure:  Any election by the  Purchaser to
delay  the  Commencement  of  Foreclosure,  made in  accordance  with  Section
2.02(b).

            Election to  Foreclose:  Any election by the  Purchaser to proceed
with the Commencement of Foreclosure, made in accordance with Section 2.03(a).

            Monthly  Advances:  Principal and interest  advances and servicing
advances including costs and expenses of foreclosure.
<PAGE>

            Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d). Section 1.2.______Definitions Incorporated
by Reference.

            All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.

                                   ARTICLE II

                          SPECIAL SERVICING PROCEDURES

            Section 2.1. Reports and Notices.

            (a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:

            (i) Within five Business Days after each Distribution Date (or
         included in or with the monthly statements to Certificateholders
         pursuant to the Pooling and Servicing Agreement), the Company, shall
         provide to the Purchaser a report, using the same methodology and
         calculations in its standard servicing reports, indicating for the
         Trust Estate the number of Mortgage Loans that are (A) thirty days, (B)
         sixty days, (C) ninety days or more delinquent or (D) in foreclosure,
         and indicating for each such Mortgage Loan the loan number and
         outstanding principal balance.

            (ii) Prior to the Commencement of Foreclosure in connection with any
         Mortgage Loan, the Company shall cause (to the extent that the Company
         as Master Servicer is granted such authority in the related Servicing
         Agreement) the Servicer to provide the Purchaser with a notice (sent by
         telecopier) of such proposed and imminent foreclosure, stating the loan
         number and the aggregate amount owing under the Mortgage Loan. Such
         notice may be provided to the Purchaser in the form of a copy of a
         referral letter from such Servicer to an attorney requesting the
         institution of foreclosure.

            (b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
<PAGE>

            (c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.

            Section 2.2. Purchaser's Election to Delay Foreclosure Proceedings.

            (a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.

            (b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.

            (c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
<PAGE>

            (d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.

            (e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.

            (f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
<PAGE>

            (g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.


            Section 2.3. Purchaser's Election to Commence Foreclosure
Proceedings.

            (a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).

            (b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.

            (c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage
<PAGE>

Loan, or (iii) the Company or related Servicer reasonably believes the Mortgaged
Property may be contaminated with or affected by hazardous wastes or hazardous
substances (and, without limiting the related Servicer's right not to proceed
with the Commencement of Foreclosure, the Company supplies the Purchaser with
information supporting such belief). Any foreclosure that has been initiated may
be discontinued (x) without notice to the Purchaser if the Mortgage Loan has
been brought current or if a refinancing or prepayment occurs with respect to
the Mortgage Loan (including by means of a short payoff approved by the
Purchaser) or (y) with notice to the Purchaser if the related Servicer has
reached the terms of a forbearance agreement unless instructed otherwise by the
Purchaser within two Business Days of such notification. Any such instruction
shall be based upon a decision that such forbearance agreement is not in
conformity with reasonable servicing practices.

            (d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.

            Section 2.4. Termination.

            (a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.

            (b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser
<PAGE>

made any Election to Delay Foreclosure or any Election to Foreclose and the
withdrawal of all remaining amounts in the Collateral Fund as provided herein
and (ii) ten Business Days' notice. The Purchaser's right to make an election
pursuant to Section 2.02 or Section 2.03 hereof with respect to a particular
Mortgage Loan shall terminate if the Purchaser fails to make any deposit
required pursuant to Section 2.02(d) or 2.03(b) or if the Purchaser fails to
make any other deposit to the Collateral Fund pursuant to this Agreement.

                                  ARTICLE III

                       COLLATERAL FUND; SECURITY INTEREST

      Section 3.1. Collateral Fund.

            Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1999-28. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.

            Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.


            Section 3.2. Collateral Fund Permitted Investments.

            The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.

            All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of

<PAGE>


Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.

            Section 3.3. Grant of Security Interest.

            The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").

            The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.


            Section 3.4. Collateral Shortfalls.

            In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

            Section 4.1. Amendment.

            This  Agreement  may be amended  from time to time by the  Company
and  the  Purchaser  by  written  agreement  signed  by the  Company  and  the
Purchaser.
<PAGE>

            Section 4.2. Counterparts.

            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 4.3. Governing Law.

            This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

            Section 4.4. Notices.

            All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:

            (a) in the case of the Company,

                  Norwest Bank Minnesota, National Association
                  7485 New Horizon Way
                  Frederick, MD 21703

                  Attention:  Vice President, Master Servicing
                  Phone:      301-696-7800
                  Fax:  301-815-6365

            (b) in the case of the Purchaser,

                _____________________________________________
                _____________________________________________
                _____________________________________________
                _____________________________________________



                  Attention:

            Section 4.5. Severability of Provisions.

            If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such 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.

            Section 4.6. Successors and Assigns.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the

<PAGE>

benefit of the Certificateholders; provided, however, that the rights under this
Agreement cannot be assigned by the Purchaser without the consent of the
Company.

            Section 4.7. Article and Section Headings.

            The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            Section 4.8. Confidentiality.

            The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.

            Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.

            Section 4.9. Indemnification.

            The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.



<PAGE>






            IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.


                                       Norwest Bank Minnesota, National
                                          Association



                                       By:____________________________________
                                          Name:
                                          Title:



                                       By:____________________________________
                                          Name:
                                          Title:




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