NORWEST STRUCTURED ASSETS INC, S-3, 1996-12-13

NORWEST STRUCTURED ASSETS INC
S-3, 1996-12-13

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NORWEST STRUCTURED ASSETS, INC.
(Exact name of registrant as specified in governing instruments)
5325 SPECTRUM DRIVE
FREDERICK, MARYLAND 21703
(301) 846-8200
(Address of principal executive offices)
LAWRENCE D. RUBENSTEIN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NORWEST STRUCTURED ASSETS, INC.
C/O NORWEST MORTGAGE, INC.
343 THORNALL STREET, 5TH FLOOR
EDISON, NEW JERSEY 08837
(908) 906-3909
(Name and address of agent for service)
--------------------------
COPIES TO:
JORDAN M. SCHWARTZ, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 504-6000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED BEING REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Mortgage Asset-Backed Pass-Through
Certificates.......................... $1,000,000 100%(1) $1,000,000 $303.03
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee.
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME A
FINAL PROSPECTUS SUPPLEMENT IS DELIVERED. THIS PROSPECTUS SUPPLEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUPPLEMENT, SUBJECT TO COMPLETION, DATED DECEMBER 13, 1996
(TO PROSPECTUS DATED , 199 )
[LOGO]
$
(APPROXIMATE)
NORWEST STRUCTURED ASSETS, INC.
SELLER
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 199 -
PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN 199
---------------------
The Series 199 - Mortgage Asset-Backed Pass-Through Certificates (the
"Series 199 - Certificates") will consist of one class of senior certificates
(the "Class A Certificates") and two classes of subordinated certificates (the
"Class M Certificates" and the "Class B Certificates," respectively, and
together, the "Subordinated Certificates"). The Class A Certificates are
entitled to a certain priority, relative to the Class M and Class B
Certificates, in right of distributions on the Mortgage Loans. As between the
Class M Certificates and the Class B Certificates, the Class M Certificates are
entitled to a certain priority in right of distributions on the Mortgage Loans.
The Class A Certificates will consist of twelve subclasses of Certificates
designated as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-PO and Class A-R
Certificates. The Class M Certificates will not be divided into subclasses. The
Class B Certificates will consist of five subclasses of Certificates designated
as the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates.
Each subclass of Class A and Class B Certificates is referred to herein as a
"Subclass." The Class A Certificates, the Class M Certificates and the Class B-1
and Class B-2 Certificates are the only Series 199 - Certificates being offered
hereby and are referred to herein collectively as the "Offered Certificates."
The Class B-1 and Class B-2 Certificates are referred to herein collectively as
the "Offered Class B Certificates."
The Class A-5, Class A-6 and Class A-7 Certificates are planned amortization
class certificates and are referred to herein collectively as the "PAC
Certificates." The Class A-8 Certificates are companion certificates and are
referred to herein as the "Companion Certificates."

(CONTINUED ON NEXT PAGE)
---------------------------
THESE SECURITIES DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF NORWEST
STRUCTURED ASSETS, INC. OR ANY AFFILIATE THEREOF. NEITHER THESE SECURITIES NOR
THE UNDERLYING MORTGAGE LOANS WILL BE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
INITIAL SUBCLASS INITIAL SUBCLASS
OR CLASS OR CLASS
SUBCLASS OR PRINCIPAL PASS-THROUGH SUBCLASS OR PRINCIPAL PASS-THROUGH
CLASS DESIGNATION BALANCE(1) RATE CLASS DESIGNATION BALANCE(1) RATE
<S> <C> <C> <C> <C> <C>
Class A-1........... $ % Class A-9........... $ %
Class A-2........... $ % Class A-10.......... $ %
Class A-3........... $ % Class A-PO.......... $ (2)
Class A-4........... $ % Class A-R........... $ %
Class A-5........... $ % Class M............. $ %
Class A-6........... $ % Class B-1........... $ %
Class A-7........... $ % Class B-2........... $ %
Class A-8........... $ %
</TABLE>

(1) Approximate. The initial Subclass or Class Principal Balances are subject to
adjustment as described herein.
(2) The Class A-PO Certificates are principal-only certificates and will not be
entitled to distributions in respect of interest.
---------------------------
PROSPECTIVE INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE
FACTORS DISCUSSED UNDER "RISK FACTORS" IN THIS PROSPECTUS SUPPLEMENT ON PAGE
S- AND IN THE PROSPECTUS ON PAGE .
The Offered Certificates will be purchased by [Underwriter] (the
"Underwriter") from the Seller and will be offered by the Underwriter from time
to time to the public in negotiated transactions or otherwise at varying prices
to be determined, in each case, at the time of sale. Proceeds to the Seller from
the sale of the Offered Certificates will be approximately % of the
aggregate initial principal balance of the Class A Certificates (other than the
Class A-PO Certificates), approximately % of the aggregate initial principal
balance of the Class A-PO Certificates, approximately % of the aggregate
initial principal balance of the Class M Certificates, approximately % of
the aggregate initial principal balance of the Class B-1 Certificates and
approximately % of the aggregate initial principal balance of the Class B-2
Certificates, plus, in each case, accrued interest thereon, other than on an
amount equal to the aggregate initial principal balance of the Class A-PO
Certificates, from 199 to (but not including) 199 , before deducting expenses
payable by the Seller estimated to be $ . The price to be paid to the
Seller for the Class A Certificates (other than the Class A-PO Certificates) has
not been allocated among such Subclasses of Class A Certificates. See
"Underwriting" herein.
The Offered Certificates are offered subject to receipt and acceptance by
the Underwriter, to prior sale and to the Underwriter's right to reject any
order in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Offered Certificates (other than the
Class A-PO, Class A-R, Class M, Class B-1 and Class B-2 Certificates) will be
made in book-entry form through the Same Day Funds Settlement System of The
Depository Trust Company, and that delivery of the Class A-PO, Class A-R, Class
M, Class B-1 and Class B-2 Certificates will be made at the office of
, , New York, New York , in each case, on
or about , 199 .
---------------------------
[UNDERWRITER]
----------------
The date of this Prospectus Supplement is , 199 .
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

The credit enhancement for the Series 199 - Certificates is provided through
the use of a "shifting interest" type subordination, which has the effect of
allocating all or a disproportionate amount of principal prepayments and other
unscheduled receipts of principal to the Class A Certificates (other than the
Class A-PO Certificates) in the aggregate for at least nine years beginning on
the first Distribution Date. See "Summary Information -- Credit Enhancement "
and "-- Effects of Prepayments on Investment Expectations," "Description of the
Certificates" and "Prepayment and Yield Considerations" herein.
The Series 199 - Certificates will evidence in the aggregate the entire
beneficial ownership interest in a trust fund (the "Trust Estate") established
by Norwest Structured Assets, Inc. (the "Seller") and consisting of a pool of
fixed interest rate, conventional, monthly pay, fully amortizing, one- to
four-family, residential first mortgage loans having original terms to stated
maturity ranging from approximately to approximately years (the "Mortgage
Loans"), other than the Fixed Retained Yield described herein, together with
certain related property. Certain of the Mortgage Loans may be secured primarily
by shares issued by cooperative housing corporations. The servicing of the
Mortgage Loans will be performed by various servicers identified herein (each, a
"Servicer"), including Norwest Mortgage, Inc. ("Norwest Mortgage"), an affiliate
of both the Seller and Norwest Bank Minnesota, National Association ("Norwest
Bank"), and will be supervised by Norwest Bank (in such capacity, the "Master
Servicer"). The Mortgage Loans will be acquired by the Seller on the date of
issuance of the Series 199 - Certificates from Norwest Mortgage, and will have
been originated by Norwest Mortgage or acquired by Norwest Mortgage from various
other entities (each such other entity, a "Norwest Mortgage Correspondent").
Certain of the Mortgage Loans will have been originated using underwriting
standards that are different from and less stringent than the general
underwriting policies of Norwest Mortgage. See "Risk Factors -- Underwriting
Standards" herein and in the Prospectus and "The Mortgage Loan Programs --
Mortgage Loan Underwriting -- Modified Standards" in the Prospectus. The
Mortgage Loans not originated by Norwest Mortgage were originated by the Norwest
Mortgage Correspondents or acquired by the Norwest Mortgage Correspondents
pursuant to mortgage loan purchase programs operated by such Norwest Mortgage
Correspondents. See "Description of the Mortgage Loans" herein. The Class A
Certificates will initially evidence in the aggregate an approximate %
undivided interest in the principal balance of the Mortgage Loans. The Class M
Certificates will initially evidence in the aggregate an approximate %
undivided interest in the principal balance of the Mortgage Loans. The Class B-1
Certificates will initially evidence in the aggregate an approximate %
undivided interest in the principal balance of the Mortgage Loans. The Class B-2
Certificates will initially evidence in the aggregate an approximate %
undivided interest in the principal balance of the Mortgage Loans. The remaining
approximate % undivided interest in the principal balance of the Mortgage
Loans will be evidenced by the Class B-3, Class B-4 and Class B-5 Certificates.
Distributions in respect of interest and of principal will be made on the
25th day of each month or, if such day is not a business day, on the succeeding
business day (each a "Distribution Date"), commencing in 199 , to the
holders of Offered Certificates, as described herein. The amount of interest
accrued on any Subclass or Class of Offered Certificates (other than the Class
A-PO Certificates) will be reduced by any prepayment interest shortfalls and
certain other shortfalls in the collection of interest from mortgagors, as well
as certain losses, as described herein under "Description of the Certificates --
Interest." The Class A-PO Certificates are principal-only certificates and will
not be entitled to distributions of interest. On any Distribution Date, the
holders of the Class M Certificates will receive distributions of interest only
if the holders of the Class A Certificates have received all amounts due them
(other than the Class A-PO Deferred Amount) on such date. Distributions of
principal to holders of the Class M Certificates will be made only after the
holders of the Class A Certificates have received all distributions to which
they are entitled (including, in the case of the Class A-PO Certificates, the
Class A-PO Deferred Amount) and the holders of the Class M Certificates have
received the amount of interest due them with respect to such Distribution Date.
On any Distribution Date, the holders of a Subclass of Class B Certificates will
receive distributions of interest only if the holders of the Class A
Certificates and Class M Certificates and each Subclass of Class B Certificates
with a lower numerical designation have received all amounts of interest and of
principal (other than the Class A-PO Deferred Amount) to which they are entitled
on such date. Distributions of principal to holders of a Subclass of Class B
Certificates will be made only after the Class A Certificates, the Class M
Certificates and each Subclass of Class B Certificates with a lower numerical
designation have received all distributions to which they are entitled
(including, in the case of the Class A-PO Certificates, the Class A-PO Deferred
Amount) and such Subclass has received the amount of interest due with respect
to such Distribution Date. Distributions in reduction of the principal balance
of the Class A Certificates on any Distribution Date will be allocated among the
Subclasses of the Class A Certificates in the manner described herein under

S-2
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
"Description of the Certificates -- Principal (Including Prepayments)."
Distributions to each Subclass or undivided Class of Offered Certificates will
be made pro rata among Certificateholders of such Subclass or Class.
The Offered Certificates may not be an appropriate investment for individual
investors who do not have sufficient resources or expertise to evaluate the
particular characteristics of the applicable Subclass or Class of Offered
Certificates. This may be the case because:
- The yield to maturity of Offered Certificates purchased at a price other
than par will be sensitive to the uncertain rate and timing of principal
prepayments on the Mortgage Loans;
- The rate of principal distributions on, and the weighted average life of,
the Offered Certificates will be sensitive to the uncertain rate and
timing of principal prepayments on the Mortgage Loans and as such, the
Offered Certificates may be inappropriate investments for an investor
requiring a distribution of a particular amount of principal on a specific
date or an otherwise predictable stream of distributions;
- There can be no assurance that an investor will be able to reinvest
amounts distributed in respect of principal on an Offered Certificate
(which, in general, are expected to be greater during periods of
relatively low interest rates) at a rate at least as high as the
Pass-Through Rate applicable thereto;
- As discussed below, there can be no assurance that a secondary market for
the Offered Certificates will develop or provide Certificateholders with
liquidity of investment; and
- The Offered Certificates are subject to the further risks and other
special considerations discussed herein and in the Prospectus under the
heading "Risk Factors."
THE YIELD TO MATURITY OF THE OFFERED CERTIFICATES WILL BE SENSITIVE IN
VARYING DEGREES TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING
PREPAYMENTS, WHICH MAY BE MADE AT ANY TIME WITHOUT PENALTY) ON THE MORTGAGE
LOANS. INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE ASSOCIATED
RISKS, INCLUDING, IN THE CASE OF OFFERED CERTIFICATES PURCHASED AT A DISCOUNT,
PARTICULARLY THE CLASS A-PO CERTIFICATES, THE RISK THAT A SLOWER THAN
ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON
THE MORTGAGE LOANS OR, IN THE CASE OF THE CLASS A-PO CERTIFICATES, ON THE
DISCOUNT MORTGAGE LOANS, COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN
ANTICIPATED. A FASTER THAN ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL
(INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS COULD RESULT IN AN ACTUAL YIELD
THAT IS LOWER THAN ANTICIPATED FOR INVESTORS PURCHASING OFFERED CERTIFICATES AT
A PREMIUM. INVESTORS PURCHASING OFFERED CERTIFICATES AT A PREMIUM SHOULD ALSO
CONSIDER THE RISK THAT A RAPID RATE OF PAYMENTS IN RESPECT OF PRINCIPAL
(INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS COULD RESULT IN THE FAILURE OF
SUCH INVESTORS TO FULLY RECOVER THEIR INITIAL INVESTMENTS. THE YIELD TO
INVESTORS IN THE CLASS A-PO CERTIFICATES WILL BE SENSITIVE TO THE RATE OF
PRINCIPAL PAYMENTS OF THOSE MORTGAGE LOANS WITH NET MORTGAGE INTEREST RATES LESS
THAN % (THE "DISCOUNT MORTGAGE LOANS"). THE YIELD TO MATURITY OF THE CLASS
M CERTIFICATES WILL BE MORE SENSITIVE THAN THAT OF THE CLASS A CERTIFICATES TO
THE AMOUNT AND TIMING OF LOSSES DUE TO LIQUIDATIONS OF THE MORTGAGE LOANS IN THE
EVENT THAT THE CLASS B PRINCIPAL BALANCE HAS BEEN REDUCED TO ZERO. THE YIELD TO
MATURITY OF EACH SUBCLASS OF OFFERED CLASS B CERTIFICATES WILL BE MORE SENSITIVE
THAN THE CLASS A CERTIFICATES, THE CLASS M CERTIFICATES AND, IN THE CASE OF THE
CLASS B-2 CERTIFICATES, THE CLASS B-1 CERTIFICATES, TO THE AMOUNT AND TIMING OF
LOSSES DUE TO LIQUIDATIONS OF THE MORTGAGE LOANS IN THE EVENT THAT THE PRINCIPAL
BALANCES OF THE SUBCLASSES OF CLASS B CERTIFICATES WITH HIGHER NUMERICAL
DESIGNATIONS HAVE BEEN REDUCED TO ZERO. SEE "DESCRIPTION OF THE
CERTIFICATES -- INTEREST," "-- PRINCIPAL (INCLUDING PREPAYMENTS)" AND "--
SUBORDINATION OF CLASS M AND CLASS B CERTIFICATES" HEREIN AND "PREPAYMENT AND
YIELD CONSIDERATIONS" HEREIN AND IN THE PROSPECTUS.
THE WEIGHTED AVERAGE LIFE OF THE COMPANION CERTIFICATES WILL BE MORE
SENSITIVE THAN THE OTHER SUBCLASSES OF CLASS A CERTIFICATES TO THE RATE OF
PREPAYMENTS ON THE MORTGAGE LOANS. AT RATES AT OR ABOVE CERTAIN PREPAYMENT
LEVELS, PAYMENTS OF PRINCIPAL ALLOCATED TO THE CLASS A CERTIFICATES (OTHER THAN
THE CLASS A-PO CERTIFICATES) IN EXCESS OF AMOUNTS RESULTING FROM SUCH PREPAYMENT
LEVELS WILL BE PAID TO THE HOLDERS OF THE COMPANION CERTIFICATES PRIOR TO BEING
PAID TO THE HOLDERS OF THE PAC CERTIFICATES, RESULTING IN A REDUCTION IN THE
WEIGHTED AVERAGE LIFE OF THE COMPANION CERTIFICATES. AT OR BELOW CERTAIN
PREPAYMENT LEVELS, THE COMPANION CERTIFICATES MAY RECEIVE NO PRINCIPAL PAYMENTS
FOR EXTENDED PERIODS OF TIME, RESULTING IN AN EXTENSION OF THE WEIGHTED AVERAGE
LIFE THEREOF. SEE "PREPAYMENT AND YIELD CONSIDERATIONS" HEREIN.

S-3
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

The Offered Certificates, other than the Class A-PO, Class A-R, Class M and
Offered Class B Certificates, will be issued only in book-entry form (the
"Book-Entry Certificates"), and purchasers thereof will not be entitled to
receive definitive certificates except in the limited circumstances set forth
herein. The Book-Entry Certificates will be registered in the name of Cede &
Co., as nominee of The Depository Trust Company, which will be the "holder" or
"Certificateholder" of such Certificates, as such terms are used herein. See
"Description of the Certificates" herein.
Each Subclass and Class of Offered Certificates is offered in the minimum
denominations described herein under "Summary Information -- Forms of
Certificates; Denominations." It is intended that the Offered Certificates not
be directly or indirectly held or beneficially owned in amounts lower than such
minimum denominations.
There is currently no secondary market for the Offered Certificates and
there can be no assurance that a secondary market will develop or, if such a
market does develop, that it will provide Certificateholders with liquidity of
investment at any particular time or for the life of the Offered Certificates.
The Underwriter intends to act as a market maker in the Offered Certificates,
subject to applicable provisions of federal and state securities laws and other
regulatory requirements, but is under no obligation to do so and any such market
making may be discontinued at any time. There can be no assurance that any
investor will be able to sell an Offered Certificate at a price equal to or
greater than the price at which such Certificate was purchased. THE CLASS M AND
OFFERED CLASS B CERTIFICATES MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE HAS
DELIVERED (I) A REPRESENTATION LETTER TO THE TRUSTEE AND THE SELLER 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 HEREIN, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THE CLASS M OR OFFERED CLASS B CERTIFICATES IS AN "INSURANCE COMPANY GENERAL
ACCOUNT" OR (II) AN OPINION OF COUNSEL AS PROVIDED IN THIS PROSPECTUS
SUPPLEMENT. IN ADDITION, THE CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO (I) A "DISQUALIFIED ORGANIZATION," (II) EXCEPT UNDER CERTAIN
LIMITED CIRCUMSTANCES, A PERSON WHO IS NOT A "U.S. PERSON," (III) A PLAN OR (IV)
ANY PERSON OR ENTITY WHO THE TRANSFEROR KNOWS OR HAS REASON TO KNOW WILL BE
UNWILLING OR UNABLE TO PAY WHEN DUE FEDERAL, STATE OR LOCAL TAXES WITH RESPECT
THERETO. See "ERISA Considerations" and "Description of the
Certificates -- Restrictions on Transfer of the Class A-R, Class M and Offered
Class B Certificates" herein and "Certain Federal Income Tax Consequences --
Federal Income Tax Consequences for REMIC Certificates -- Tax-Related
Restrictions on Transfer of Residual Certificates" in the Prospectus.
An election will be made to treat the Trust Estate as a real estate mortgage
investment conduit (the "REMIC") for federal income tax purposes. As described
more fully herein and in the Prospectus, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and
Class A-PO Certificates, the Class M Certificates and the Class B-1, Class B-2,
Class B-3, Class B-4 and Class B-5 Certificates will constitute "regular
interests" in the REMIC and the Class A-R Certificate will constitute the
"residual interest" in the REMIC. PROSPECTIVE INVESTORS ARE CAUTIONED THAT THE
CLASS A-R CERTIFICATEHOLDER'S REMIC TAXABLE INCOME AND THE TAX LIABILITY THEREON
MAY EXCEED, AND MAY SUBSTANTIALLY EXCEED, CASH DISTRIBUTIONS TO SUCH HOLDER
DURING CERTAIN PERIODS, IN WHICH EVENT SUCH HOLDER MUST HAVE SUFFICIENT
ALTERNATIVE SOURCES OF FUNDS TO PAY SUCH TAX LIABILITY. See "Summary Information
- -- Federal Income Tax Status" and "Federal Income Tax Considerations" herein and
"Certain Federal Income Tax Consequences -- Federal Income Tax Consequences for
REMIC Certificates" in the Prospectus.
The Class A Certificates represent twelve Subclasses of a Class, the Class M
Certificates represent a Class and the Offered Class B Certificates represent
two Subclasses of a Class, all of which are part of a separate Series of
Certificates being offered by the Seller pursuant to the Prospectus dated
, 199 accompanying this Prospectus Supplement. Any prospective
investor should not purchase any Offered Certificates described herein unless it
has received the Prospectus and this Prospectus Supplement. The Prospectus shall
not be considered complete without this Prospectus Supplement. The Prospectus
contains important information regarding this offering which is not contained
herein, and prospective investors are urged to read, in full, the Prospectus and
this Prospectus Supplement.
------------------------
UNTIL , 199 , ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

S-4
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
SUMMARY INFORMATION........................... S-6
RISK FACTORS.................................. S-28
General..................................... S-28
Subordination............................... S-28
Underwriting Standards...................... S-28
Book-Entry System for Certain Subclasses of
Class A Certificates...................... S-29
DESCRIPTION OF THE CERTIFICATES............... S-29
Denominations............................... S-29
Definitive Form............................. S-29
Book-Entry Form............................. S-29
Distributions............................... S-29
Interest.................................... S-33
Principal (Including Prepayments)........... S-38
Calculation of Amount to be Distributed to
the Class A Certificates (other than the
Class A-PO Certificates)................ S-38
Calculation of Amount to be Distributed to
the Class A-PO Certificates............. S-41
Calculation of Amount to be Distributed to
the Class M and Class B Certificates.... S-42
Allocation of Amount to be Distributed.... S-46
Principal Payment Characteristics of the
PAC Certificates and the Companion
Certificates............................ S-46
Additional Rights of the Class A-R
Certificateholder......................... S-48
Periodic Advances........................... S-48
Financial Security Assurance Inc............ S-49
Restrictions on Transfer of the Class A-R,
Class M and Offered Class B
Certificates.............................. S-50
Reports..................................... S-52
Subordination of Class M and Class B
Certificates.............................. S-52
Allocation of Losses...................... S-53
DESCRIPTION OF THE MORTGAGE LOANS............. S-58
Mortgage Loan Characteristics............... S-58
Mortgage Loan Origination and
Underwriting.............................. S-59
Mortgage Loan Data.......................... S-61

<CAPTION>
PAGE
---------
<S> <C>
Mandatory Repurchase or Substitution of
Mortgage Loans............................ S-63
Optional Repurchase of Defaulted Mortgage
Loans..................................... S-63

PREPAYMENT AND YIELD CONSIDERATIONS........... S-64
Sensitivity of the Class A-PO
Certificates.............................. S-76
Yield Considerations with Respect to the
Class B-1 and Class B-2 Certificates...... S-77

POOLING AND SERVICING AGREEMENT............... S-79
General..................................... S-79
Distributions............................... S-80
Voting...................................... S-80
Trustee..................................... S-81
Master Servicer............................. S-81
Special Servicing Agreements................ S-81
Optional Termination........................ S-81

SERVICING OF THE MORTGAGE LOANS............... S-82
The Servicers............................... S-82
Servicer Custodial Accounts................. S-82
Unscheduled Principal Receipts.............. S-83
Anticipated Changes in Servicing............ S-83
Fixed Retained Yield; Servicing Compensation
and Payment of Expenses................... S-84
Servicer Defaults........................... S-85

FEDERAL INCOME TAX CONSIDERATIONS............. S-85
Regular Certificates........................ S-85
Residual Certificate........................ S-86

ERISA CONSIDERATIONS.......................... S-87

LEGAL INVESTMENT.............................. S-88

SECONDARY MARKET.............................. S-88

UNDERWRITING.................................. S-89

LEGAL MATTERS................................. S-89

EXPERTS....................................... S-89

USE OF PROCEEDS............................... S-89

RATINGS....................................... S-89

INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT
DEFINITIONS.................................. S-91
</TABLE>

S-5
<PAGE>
SUMMARY INFORMATION
THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND IN THE
ACCOMPANYING PROSPECTUS (THE "PROSPECTUS"). CAPITALIZED TERMS USED IN THIS
PROSPECTUS SUPPLEMENT AND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED IN THE PROSPECTUS. SEE "INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT
DEFINITIONS" HEREIN AND "INDEX OF SIGNIFICANT DEFINITIONS" IN THE PROSPECTUS.

<TABLE>
<S> <C>
Title of Securities................ Mortgage Asset-Backed Pass-Through Certificates, Series 199 -
Certificates (the "Series 199 - Certificates" or the
"Certificates").
Seller............................. Norwest Structured Assets, Inc. (the "Seller"). The Mortgage
Loans will have been acquired by the Seller from Norwest
Mortgage, Inc. ("Norwest Mortgage"), an affiliate of the Seller
and the Master Servicer. The Mortgage Loans that the Seller
acquires from Norwest Mortgage will either have been originated
by Norwest Mortgage or acquired by Norwest Mortgage, or an
affiliate of Norwest Mortgage, from various other entities (each
other such entity, a "Norwest Mortgage Correspondent"), which
either originated the Mortgage Loans or acquired the Mortgage
Loans pursuant to mortgage loan purchase programs operated by
the Norwest Mortgage Correspondents. None of the Norwest
Mortgage Correspondents is an affiliate of Norwest Mortgage.
Servicing/Servicers................ Norwest Mortgage and one or more other Servicers (which will be
Norwest Mortgage Correspondents) approved by the Master Servicer
will provide customary servicing functions with respect to the
Mortgage Loans pursuant to servicing agreements (each, an
"Underlying Servicing Agreement") assigned to the Trust Estate.
Among other things, the Servicers are obligated under certain
circumstances to advance delinquent payments of principal and
interest with respect to the Mortgage Loans. Each of the
Servicers will be entitled to (i) a monthly Servicing Fee with
respect to each Mortgage Loan it services payable on each
Distribution Date that is expressed as one-twelfth of [a fixed
percentage per annum] multiplied by the scheduled principal
balance of such Mortgage Loan on the first day of the month and
(ii) other additional servicing compensation described herein.
See "Servicing of the Mortgage Loans" herein and in the
Prospectus.
Master Servicer.................... Norwest Bank Minnesota, National Association ("Norwest Bank"
and, in its capacity as master servicer, the "Master Servicer").
Norwest Bank is a direct, wholly owned subsidiary of Norwest
Corporation and is an affiliate of the Seller and Norwest
Mortgage. The Master Servicer will (a) monitor certain aspects
of the servicing of the Mortgage Loans, (b) cause the Mortgage
Loans to be serviced in the event that a Servicer is terminated
and a successor Servicer is not appointed, (c) provide
administrative services with respect to the Certificates, (d)
provide certain reports to the Trustee regarding the Mortgage
Loans and the Certificates, (e) make advances, to the extent
described herein, with respect to the Mortgage Loans if a
Servicer (other than Norwest Mortgage) fails to make a required
advance and (f) make payments to cover certain prepayment
interest shortfalls. The Master Servicer will be entitled to (i)
a monthly Master Servicing Fee with respect to each Mortgage
Loan, payable on each Distribution Date, in an amount equal to
one-twelfth of [a fixed percentage per annum] multiplied by the
scheduled principal
</TABLE>

S-6
<PAGE>
<TABLE>
<S> <C>
balance of such Mortgage Loan on the first day of the preceding
month and (ii) any interest earned on funds in the Certificate
Account. See "Description of the Certificates -- Interest" and
"The Pooling and Servicing Agreement -- Master Servicer" herein
and "Norwest Bank," "Servicing of the Mortgage Loans -- The
Master Servicer" and "Certain Matters Regarding the Master
Servicer" in the Prospectus.
Trustee............................ [Trustee], a national banking association (the "Trustee"). The
Trustee will perform certain administrative functions and will
act as initial paying agent, certificate registrar and
custodian. The Trustee will be required to make advances, to the
extent described herein, with respect to the Mortgage Loans if
Norwest Mortgage, as Servicer, fails to make a required advance.
See "Pooling and Servicing Agreement -- Trustee" in this
Prospectus Supplement.
Rating of Certificates............. It is a condition to the issuance of the Series 199 -
Certificates that they shall have been rated [["Aaa" by Moody's
Investors Service, Inc. ("Moody's")] ["AAA" by [Fitch Investors
Service, L.P. ("Fitch")] [Duff & Phelps Credit Rating Co.
("DCR")]] [and] ["AAA" and "AAAr" by Standard & Poor's ("S&P")]]
and [["Aa" by Moody's] ["AA" by [Fitch] [DCR] [S&P] [and] ["A"
by [Moody's] [Fitch] [DCR] [S&P] [and] [["Baa" by Moody's]
["BBB" by [Fitch] [DCR] [S&P]. The ratings by [Moody's] [Fitch]
[DCR] [S&P] are not recommendations to buy, sell or hold such
Certificates and may be subject to revision or withdrawal at any
time by the assigning rating agency. The ratings do not address
the possibility that, as a result of principal prepayments,
holders of such Certificates may receive a lower than
anticipated yield. See "-- Effects of Prepayments on Investment
Expectations" below and "Ratings" in this Prospectus Supplement.
Description of Certificates........ The Series 199 - Certificates will consist of the Class A
Certificates, the Class M Certificates and the Class B
Certificates. The Class A Certificates represent a type of
interest referred to in the Prospectus as "Senior Certificates"
and the Class M and Class B Certificates represent a type of
interest referred to in the Prospectus as "Subordinated
Certificates." As these designations suggest, the Class A
Certificates are entitled to a certain priority, relative to the
Class M and Class B Certificates, in right of distributions on
the mortgage loans underlying the Series 199 - Certificates (the
"Mortgage Loans"). As between the Class M Certificates and the
Class B Certificates, the Class M Certificates are entitled to a
certain priority in right of distributions on the Mortgage Loans
and, as among the Subclasses of Class B Certificates, the
Subclasses with lower numerical designations are entitled to a
certain priority in right of distributions on the Mortgage Loans
relative to those Subclasses with higher numerical designations.
See "-- Distributions of Principal and Interest" below.
The Class A Certificates will consist of twelve Subclasses
designated as the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-PO and Class A-R Certificates. The Class M
Certificates will not be divided into subclasses. The Class B
Certificates will consist of five Subclasses, designated as the
Class B-1, Class B-2, Class B-3,
</TABLE>

S-7
<PAGE>
<TABLE>
<S> <C>
Class B-4 and Class B-5 Certificates. The Class A Certificates,
the Class M Certificates and the Class B-1 and Class B-2
Certificates are referred to in this Prospectus Supplement
collectively as the "Offered Certificates." The Class B-1 and
Class B-2 Certificates are referred to in this Prospectus
Supplement collectively as the "Offered Class B Certificates."
The Class B-3, Class B-4 and Class B-5 Certificates are not
offered hereby and may be retained or sold by the Seller.
The Offered Certificates have the approximate aggregate initial
principal balances set forth on the cover of this Prospectus
Supplement. Any difference between the aggregate principal
balance of the Class A, Class M and Offered Class B Certificates
as of the date of issuance of the Series 199 - Certificates and
the approximate initial aggregate principal balance of such
Subclasses and Class as of the date of this Prospectus
Supplement will not, with respect to the Class A Certificates,
exceed 5% of the initial aggregate principal balance of the
Class A Certificates as stated on the cover of this Prospectus
Supplement and, with respect to the Class M Certificates and
Offered Class B Certificates, will depend on the final
subordination levels for the Series 199 - Certificates. Any
difference allocated to the Class A Certificates will be
allocated to one or more of the Subclasses of Class A
Certificates, other than the Class A-R Certificate.
The following table sets forth for each Class and Subclass
indicated the approximate undivided interest in the principal
balance of the Mortgage Loans that is expected to be evidenced
in the aggregate by such Class and Subclass as of the Closing
Date.
</TABLE>

<TABLE>
<CAPTION>
APPROXIMATE INITIAL
CLASS OR SUBCLASS UNDIVIDED INTEREST
- ------------------------------------------------ --------------------
<S> <C> <C>
Class A (other than Class A-PO)................. %
Class A-PO*..................................... %
---------
Class A (all Subclasses).................... %
Class M......................................... %
Class B-1....................................... %
Class B-2....................................... %
Classes B-3, B-4 and B-5........................ %
---------
Total....................................... %
</TABLE>

--------------------------------------------------------------
* The Class A-PO Certificates in the aggregate
represent an approximate % initial
interest in the principal balances of the
Mortgage Loans (such portions in the
aggregate, the "Pool Balance (PO Portion)")
that have Net Mortgage Interest Rates, as
defined on page S- , of less than % (the
"Discount Mortgage Loans").

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

<TABLE>
<S> <C>
By virtue of the subordination of the Class M and Class B
Certificates, it is possible that the Class A-PO Certificates
may also receive support from certain payments made with respect
to the other Mortgage Loans in the Trust Estate. The Class A
Certificates (other than the Class A-PO Certificates), the Class
M Certificates and the Class B Certificates will evidence the
entire remaining interest in the principal balance of the

</TABLE>
S-8

<PAGE>

<TABLE>
<S> <C>
Mortgage Loans (the "Pool Balance (Non- PO Portion)").
The following table sets forth for each Class indicated the
approximate undivided interest in the Pool Balance (Non-PO
Portion) that is expected to be evidenced in the aggregate by
such Classes as of the Closing Date.
</TABLE>

<TABLE>
<CAPTION>
APPROXIMATE INITIAL
UNDIVIDED INTEREST
CLASS PERCENTAGE IN DOLLARS
- --------------------------------------- ------------ --------------
<S> <C> <C>
Class A (other than Class A-PO) % $
Class M % $
Class B % $
------------ --------------
Totals % $
</TABLE>

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

<TABLE>
<S> <C>
The relative interests in the initial Pool Balance (Non-PO
Portion) represented by the Class A Certificates (other than the
Class A-PO Certificates), the Class M Certificates and the Class
B Certificates are subject to change over time because of the
disproportionate allocation of certain unscheduled principal
payments to the Class A Certificates (other than the Class A-PO
Certificates) for a specified period and the allocation of
certain losses and certain shortfalls first to the Subclasses of
Class B Certificates in reverse numerical order and then to the
Class M Certificates prior to the allocation of such losses and
shortfalls to the Class A Certificates, as discussed in "--
Distributions of Principal and Interest" and "-- Credit
Enhancement" below.
The Class A-5, Class A-6 and Class A-7 Certificates are planned
amortizaton class certificates (referred to herein collectively
as the "PAC Certificates") because, based on certain assumptions
described in the last paragraph beginning on page S- , if
prepayments on the Mortgage Loans occur at any constant rate
between approximately % SPA (as defined herein under
"Prepayment and Yield Considerations") and approximately %
SPA, it is expected that their principal balances would be
reduced to the percentages of their initial principal balances
indicated in the tables on page S- . HOWEVER, IT IS HIGHLY
UNLIKELY THAT PRINCIPAL PREPAYMENTS ON THE MORTGAGE LOANS WILL
OCCUR AT ANY CONSTANT RATE OR THAT THE MORTGAGE LOANS WILL
PREPAY AT THE SAME RATE. The Class A-8 Certificates are
companion certificates (referred to herein as the "Companion
Certificates") because payments of principal allocated to the
Class A Certificates (other than the Class A-PO Certificates) in
excess of amounts resulting from certain prepayment levels will
be paid first to the holders of the Companion Certificates for
so long as such Certificates remain outstanding, prior to being
paid to the holders of the PAC Certificates. See "Description of
the Certificates -- Principal (Including Prepayments) --
Allocation of Amount to be Distributed" and "-- Principal
Payment Characteristics of the PAC Certificates and the
Companion Certificates" in this Prospectus Supplement.
Forms of Certificates;
Denominations..................... The Offered Certificates will be issued either in book-entry
form or
</TABLE>

S-9
<PAGE>
<TABLE>
<S> <C>
in fully registered, certificated form ("Definitive
Certificates"). The following table sets forth the original
certificate form, the minimum denomination and the incremental
denomination of the Offered Certificates. The Offered
Certificates are not intended to be directly or indirectly held
or beneficially owned in amounts lower than such minimum
denominations. See "Descriptions of the Certificates --
Denominations" in this Prospectus Supplement.
</TABLE>

- --------------------------------------------------------------------------------
FORM AND DENOMINATIONS OF OFFERED CERTIFICATES

<TABLE>
<CAPTION>
ORIGINAL CERTIFICATE MINIMUM INCREMENTAL
CLASS OR SUBCLASS FORM DENOMINATION DENOMINATION
- ---------------------------------------------------------- ----------------------- ------------- -------------
<S> <C> <C> <C>
Classes A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9 and
A-10..................................................... Book-Entry $ 100,000 $ 1,000
Class A-PO................................................ Definitive $ 100,000 $ 1,000*
Class A-R................................................. Definitive $ N/A
Class M................................................... Definitive $ 100,000 $ 1,000
Classes B-1 and B-2....................................... Definitive $ 100,000 $ 1,000
</TABLE>

- ------------------------------
* In order to aggregate the original principal balance of the Class A-PO
Certificates, one of the Class A-PO Certificates will be issued in an
incremental denomination of less than that shown.
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
BOOK-ENTRY FORM. The Offered Certificates, other than the
Class A-PO, Class A-R, Class M and Offered Class B
Certificates, will be issued in book-entry form, through the
facilities of The Depository Trust Company ("DTC"). These
Certificates are referred to collectively in this Prospectus
Supplement as the "Book-Entry Certificates." An investor in a
Subclass of Book- Entry Certificates will not receive a
physical certificate representing its ownership interest in
such Book-Entry Certificates, except under extraordinary
circumstances which are discussed in "Description of the
Certificates -- Book-Entry Form" in the Prospectus. Instead,
DTC will effect payments and transfers by means of its
electronic recordkeeping services, acting through certain
participating organizations. This may result in certain delays
in receipt of distributions by an investor and may restrict an
investor's ability to pledge its securities. The rights of
investors in the Book-Entry Certificates may generally only be
exercised through DTC and its participating organizations. See
"Description of the Certificates -- Denominations" and "--
Book-Entry Form" in this Prospectus Supplement and
"Description of the Certificates -- Book-Entry Form" in the
Prospectus.
DEFINITIVE FORM. The Class A-PO, Class A-R, Class M and
Offered Class B Certificates will each be issued as Definitive
Certificates. See "Description of the Certificates --
Denominations" and "-- Definitive Form" in this Prospectus
Supplement and "Description of the Certificates -- Definitive
Form" in the Prospectus.
Mortgage Loans........................ GENERAL. The Mortgage Loans, which are the source of distribu-
tions to holders of the Series 199 - Certificates, will
consist of conventional, fixed interest rate, monthly pay,
fully amortizing, one- to four-family, residential first
mortgage loans, having original terms to stated maturity
ranging from approximately to
</TABLE>

S-10
<PAGE>
<TABLE>
<S> <C>
approximately years, which may include loans secured by
shares issued by cooperative housing corporations. Some of the
Mortgage Loans are expected to be mortgage loans originated in
connection with the relocation of employees of various
corporate employers participating in Norwest Mortgage's
relocation program and of employees of various employers that
did not participate in such program. The Mortgage Loans are
expected to have the further specifications set forth in the
following table and under the heading "Description of the
Mortgage Loans" in this Prospectus Supplement.
</TABLE>

S-11
<PAGE>
SELECTED MORTGAGE LOAN DATA(1)
(AS OF THE CUT-OFF DATE)

<TABLE>
<S> <C>
Cut-Off Date: 1, 199
Number of Mortgage Loans:
Aggregate Unpaid Principal Balance(2): $
Range of Unpaid Principal Balances(2): $ to $
Average Unpaid Principal Balance(2): $
Aggregate Unpaid Principal Balance of Relocation Mortgage Loans(2) $
Relocation Mortgage Loans as a Percentage of the Aggregate Unpaid
Principal Balance(2): %
Range of Mortgage Interest Rates: % to %
Weighted Average Mortgage Interest Rate(2): %
Range of Remaining Terms to Stated Maturity: months to months
Weighted Average Remaining Term to Stated Maturity(2): months
Range of Original Loan-to-Value Ratios(2): % to %
Weighted Average Original Loan-to-Value Ratio(2): %
Geographic Concentration of Mortgaged Properties
Securing Mortgage Loans in Excess of 5% of the
Aggregate Unpaid Principal Balance(2): [states]% %
%
%
%
%
Maximum Five-Digit Zip Code Concentration(2): %
</TABLE>

- ------------------------------
(1) Information concerning the Discount Mortgage Loans and Premium Mortgage
Loans is set forth under "Description of the Mortgage Loans -- Mortgage Loan
Characteristics."
(2) Approximate.
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
CHANGES TO POOL. Mortgage Loans may be removed from the pool,
or a substitution may be made for certain Mortgage Loans, in
advance of the issuance of the Series 199 - Certificates (which
is expected to occur on or about , 199 ) (the
"Closing Date"). Any of such Mortgage Loans may be excluded from
the Trust Estate (i) as a result of principal prepayment thereof
in full or (ii) if, as a result of delinquencies or otherwise,
the Seller otherwise deems such exclusion necessary or
desirable. In either event, other Mortgage Loans may be included
in the Trust Estate. This may result in changes in certain of
the pool characteristics set forth in the table above and
elsewhere in this Prospectus Supplement. In the event that any
of the characteristics as of the Cut-Off Date of the Mortgage
Loans that constitute the Trust Estate on the date of initial
issuance of the Series 199 - Certificates vary materially from
those described herein, revised information regarding the
Mortgage Loans will be made available to purchasers of the
Offered Certificates on or before such issuance date, and a
Current Report on Form 8-K containing such information will be
filed with the Securities and Exchange Commission within 15 days
following such issuance date. See "Description of the Mortgage
Loans" in this Prospectus Supplement.
</TABLE>

S-12
<PAGE>
<TABLE>
<S> <C>
Subsequent to the issuance of the Series 199 - Certificates,
certain Mortgage Loans may be removed from the pool through
repurchase or, under certain circumstances, through substitution
by the Seller, if the Mortgage Loans are discovered to have
defective documentation or if they otherwise do not conform to
the standards established by the Seller's representations and
warranties concerning the Mortgage Loans. See "Description of
the Mortgage Loans -- Mandatory Repurchase or Substitution of
Mortgage Loans" in this Prospectus Supplement.
Optional Termination............... The Seller is entitled, subject to certain conditions relating
to the then-remaining size of the pool, to purchase all
outstanding Mortgage Loans in the pool and thereby effect early
retirement of the Series 199 - Certificates. See "Pooling and
Servicing Agreement -- Optional Termination" in this Prospectus
Supplement.
Underwriting Standards............. Approximately % (by Cut-Off Date Aggregate Principal
Balance) of the Mortgage Loans were generally originated by
Norwest Mortgage or Norwest Mortgage Correspondents (other than
those Norwest Mortgage Correspondents who were permitted to use
their own underwriting criteria) in conformity with Norwest
Mortgage's general underwriting standards (the "General
Standards") or modified underwriting standards (the "Modified
Standards" and together with the General Standards, the
"Underwriting Standards") described in the Prospectus under the
heading "The Mortgage Loan Programs -- Mortgage Loan
Underwriting -- General Standards" and "-- Modified Standards".
In certain instances, exceptions to the Underwriting Standards
may have been granted by Norwest Mortgage. Approximately %
(by Cut-Off Date Aggregate Principal Balance) of the Mortgage
Loans were reviewed by United Guaranty Residential Insurance
Company ("UGRIC") to ensure compliance with its credit,
appraisal and underwriting standards (the "Pool Certification
Underwritten Loans"). Neither the Series 199 - Certificates nor
the Mortgage Loans are insured or guaranteed under a mortgage
pool insurance policy issued by UGRIC. The Pool Certification
Underwritten Loans were evaluated by Norwest Mortgage using
credit scoring as described in the Prospectus under "The
Mortgage Loan Programs -- Mortgage Loan Underwriting" and, based
on the credit scores of such Mortgage Loans, some of such
Mortgage Loans were re-underwritten. Approximately % (by
Cut-Off Date Aggregate Principal Balance) of the Mortgage Loans
were originated by Norwest Mortgage Correspondents who were
permitted to use their own underwriting criteria based on a
review of such criteria by Norwest Mortgage ("Institutional
Conduit Correspondents"), and the underwriting policies of these
Institutional Conduit Correspondents may vary from the
Underwriting Standards or the standards of a pool insurer. The
remaining approximate % (by Cut-Off Date Aggregate
Principal Balance) of the Mortgage Loans were purchased by
Norwest Mortgage in bulk purchase transactions and were
underwritten using underwriting standards which may vary from
the Underwriting Standards (the "Bulk Purchase Underwritten
Loans"). However, Norwest Mortgage has in each case reviewed the
</TABLE>

S-13
<PAGE>
<TABLE>
<S> <C>
underwriting standards applied by such Institutional Conduit
Correspondents and for such Bulk Purchase Underwritten Loans and
determined that such variances did not depart materially from
the Underwriting Standards[, except as described under
"Description of the Mortgage Loans -- Mortgage Loan Origination
and Underwriting" in this Prospectus Supplement]. See
"Description of the Mortgage Loans" in this Prospectus
Supplement and "The Mortgage Loan Programs -- Mortgage Loan
Underwriting" in the Prospectus.
Distributions of Principal and
Interest.......................... DISTRIBUTIONS IN GENERAL. Distributions on the Series 199 -
Certificates will be made on the 25th day of each month, or, if
such day is not a business day, on the succeeding business day
(each such date is referred to in this Prospectus Supplement as
a "Distribution Date"), commencing in 199 , to holders
of record at the close of business on the last business day of
the preceding month. In the case of the Book-Entry Certificates,
the holder of record will be Cede & Co., as nominee of DTC.
The amount available for distribution on any Distribution Date
is primarily a function of (i) the amount remitted by mortgagors
of the Mortgage Loans in payment of their scheduled installments
of principal and interest, (ii) the amount of prepayments made
by the mortgagors and (iii) proceeds from liquidations of
defaulted Mortgage Loans.
On any Distribution Date, holders of the Class A Certificates
will be entitled to receive all amounts due them (other than the
Class A-PO Deferred Amount, as defined on page S- ) before any
distributions are made to holders of the Class M and Class B
Certificates on that Distribution Date. The Class A-PO
Certificates will be entitled to receive the Class A-PO Deferred
Amount as described below. The amount that is available to be
distributed on any Distribution Date will be allocated first to
pay interest due holders of the Class A Certificates and then,
if the amount available for distribution exceeds the amount of
interest due holders of the Class A Certificates, to pay the
principal due to the Class A Certificates. The likelihood that a
holder of a particular Subclass of Class A Certificates (other
than the Class A-PO Certificates) will receive principal
distributions on any Distribution Date will depend on the
priority in which such Subclass is entitled to principal
distributions, as set forth under the headings "Description of
the Certificates -- Principal (Including Prepayments) --
Allocation of Amount to be Distributed" and "-- Calculation of
Amount to be Distributed to the Class A Certificates (other than
the Class A-PO Certificates)" in this Prospectus Supplement.
After all amounts due on the Class A Certificates (other than
the Class A-PO Deferred Amount) have been paid, the amount
remaining will be distributed, in the following order, to pay
(i) any Class A-PO Deferred Amount first from amounts otherwise
distributable as principal on the Subclasses of Class B
Certificates in reverse numerical order (I.E., first from
amounts otherwise
</TABLE>

S-14
<PAGE>
<TABLE>
<S> <C>
distributable as principal on the Class B-5 Certificates, then
from amounts otherwise distributable as principal on the Class
B-4 Certificates, and so on), and then from amounts otherwise
distributable as principal on the Class M Certificates, (ii)
interest due to the holders of the Class M Certificates, (iii)
principal due to the holders of the Class M Certificates less
any amounts used to pay the Class A-PO Deferred Amount and (iv)
with respect to each Subclass of Class B Certificates
sequentially in numerical order interest due and then principal
due to the holders of each such Subclass of Class B Certificates
before any Subclasses of Class B Certificates with higher
numerical designations receive any payments in respect of
interest or principal, provided that the principal due any
Subclass will be reduced by any amount used to pay the Class
A-PO Deferred Amount. See "Description of the Certificates --
Distributions" in this Prospectus Supplement.
If any mortgagor is delinquent in the payment of principal or
interest on a Mortgage Loan in any month, the respective
Servicer is required to advance such payment unless such
Servicer determines that the delinquent amount will not be
recoverable by such Servicer from insurance proceeds,
liquidation proceeds or other recoveries on the related Mortgage
Loan. The Master Servicer or Trustee may, in certain
circumstances, be required to make such advances upon a
Servicer's default on its obligation to advance. See
"Description of the Certificates -- Periodic Advances" in this
Prospectus Supplement.
INTEREST DISTRIBUTIONS. The amount of interest to which holders
of each Subclass or Class of Offered Certificates, other than
the Class A-PO Certificates, will be entitled each month is
calculated based on the outstanding principal balance of such
Subclass or Class as of the related Distribution Date. Interest
will accrue each month on each such Subclass or Class according
to the following formula: 1/12th of the Pass-Through Rate for
such Subclass or Class multiplied by the outstanding principal
balance of such Subclass or Class as of the related Distribution
Date. Holders of the Class A-PO Certificates will not be
entitled to receive distributions of interest. The "Pass-Through
Rate" for each Subclass and Class of Offered Certificates (other
than the Class A-PO Certificates) is the percentage set forth on
the cover of this Prospectus Supplement.
When mortgagors prepay principal or when principal is recovered
through foreclosures or other liquidations of defaulted Mortgage
Loans, a full month's interest for the month of payment or
recovery may not be paid or recovered, resulting in interest
shortfalls. These interest shortfalls are variously handled,
depending on the nature of the event resulting in the interest
shortfall.
In the case of principal prepayments IN FULL, the Master
Servicer will be obligated to cover resulting interest
shortfalls with respect to a Distribution Date in an amount
(such amount, "Compensating Interest") up to the lesser of (a)
the product of (i) 1/12th of % and (ii) the aggregate
scheduled principal balance of the Mortgage
</TABLE>

S-15
<PAGE>
<TABLE>
<S> <C>
Loans with respect to such Distribution Date and (b) the
Available Master Servicing Compensation for such Distribution
Date.
Shortfalls in collection of interest resulting from principal
prepayments in full, to the extent they exceed the amount of
Compensating Interest with respect to a Distribution Date ("Non-
Supported Interest Shortfalls"), will be allocated pro rata
among the Class A Certificates (after subtracting the principal
balance of the Class A-PO Certificates), the Class M
Certificates and the Class B Certificates, based on their
then-outstanding principal balances. The amount allocated to the
Class A or Class B Certificates will be allocated pro rata among
the Subclasses of Class A or Class B Certificates, as the case
may be, based on interest accrued.
Interest shortfalls resulting from partial principal prepayments
will not be covered by the Master Servicer, but instead will be
borne first by the Class B Certificates in reverse numerical
order, second by the Class M Certificates and finally pro rata
by the Class A Certificates (other than the Class A-PO
Certificates). See "Description of the Certificates --
Subordination of Class M and Class B Certificates" in this
Prospectus Supplement.
In addition, the amount of interest required to be distributed
to holders of the Series 199 - Certificates will be reduced by a
portion of certain Special Hazard Losses, Fraud Losses and
Bankruptcy Losses attributable to interest. See "-- Credit
Enhancement -- Extent of Loss Coverage" below and "Description
of the Certificates -- Interest" in this Prospectus Supplement.
To the extent that the amount available for distribution on any
Distribution Date is insufficient to permit the distribution of
the applicable amount of accrued interest on the Class A
Certificates (net of any Non-Supported Interest Shortfall, other
shortfalls and losses allocable to the Class A Certificates as
described above), the amount of interest to be distributed will
be allocated among the outstanding Subclasses of Class A
Certificates (other than the Class A-PO Certificates) in
accordance with their respective entitlements to interest. The
amount of any deficiency will be added to the amount of interest
that such Class A Certificates are entitled to receive on
subsequent Distribution Dates. No interest will accrue on such
deficiencies.
To the extent that the amount available for distribution on any
Distribution Date, after the payment of all amounts due the
Class A Certificates (other than any Class A-PO Deferred Amount)
has been made, is insufficient to permit distribution in full of
accrued interest on the Class M Certificates (net of any
Non-Supported Interest Shortfall, other shortfalls and losses
allocable to the Class M Certificates as described above), the
amount of any deficiency will be added to the amount of interest
that the Class M Certificates are entitled to receive on
subsequent Distribution Dates. No interest will accrue on such
deficiencies.
To the extent that the amount available for distribution on any
Distribution Date, after the payment of all amounts due the
Class A Certificates (other than the Class A-PO Deferred
Amount), the
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Class M Certificates and each Subclass of Class B Certificates
with a lower numerical designation has been made, is
insufficient to permit distribution in full of accrued interest
on a Subclass of Class B Certificates (net of any Non-Supported
Interest Shortfall, other shortfalls and losses allocable to
such Subclass of Class B Certificates as described above), the
amount of any deficiency will be added to the amount of interest
that such Subclass of Class B Certificates is entitled to
receive on subsequent Distribution Dates. No interest will
accrue on such deficiencies.
Interest on the Class A Certificates (other than the Class A-PO
Certificates), the Class M Certificates and the Class B
Certificates will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
See "Description of the Certificates -- Interest" in this
Prospectus Supplement.
PRINCIPAL DISTRIBUTIONS. The aggregate amount of principal to
which the holders of the Class A Certificates (other than the
holders of the Class A-PO Certificates) are entitled each month
will equal the sum for each Mortgage Loan of the product of (a)
the Non-PO Fraction applicable to such Mortgage Loan and (b) the
sum of (i) a percentage (the "Class A Percentage") of scheduled
payments of principal on each Mortgage Loan and (ii) a
percentage (the "Class A Prepayment Percentage") of certain
unscheduled payments of principal on each Mortgage Loan. The
"Non-PO Fraction" with respect to any Mortgage Loan will equal
the Net Mortgage Interest Rate for such Mortgage Loan divided by
%. The Class A Percentage will be equal, on each
Distribution Date, to the percentage corresponding to the
fraction that represents the ratio of the then-outstanding
principal balance of the Class A Certificates (after subtracting
the principal balance of the Class A-PO Certificates) to the
Pool Balance (Non-PO Portion). The Class A Prepayment Percentage
will be equal to the percentage described in the preceding
sentence plus an additional amount equal to a percentage of the
principal otherwise distributable to the holders of the
Subordinated Certificates. As a result, the percentage of
certain unscheduled principal payments otherwise distributable
to the holders of the Subordinated Certificates that is instead
distributable to the holders of the Class A Certificates (other
than the Class A-PO Certificates) will be equal to 100% during
the first five years beginning on the first Distribution Date
and, subject to meeting certain conditions, will likely decline
during the subsequent four years, as described under the heading
"Description of the Certificates -- Principal (Including
Prepayments) -- Calculation of Amount to be Distributed to the
Class A Certificates (other than the Class A-PO Certificates)"
in this Prospectus Supplement, until the ninth anniversary of
the first Distribution Date and thereafter will likely be equal
to zero. On each Distribution Date, the Subordinated
Certificates will collectively be entitled to receive the
percentages of the scheduled and certain unscheduled payments of
principal on the portion of each Mortgage Loan representing the
Non-PO Fraction of such Mortgage Loan equal, in each case, to
100% less the applicable percentage for the
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Class A Certificates (other than the Class A-PO Certificates)
described above.
The aggregate amount of principal to which holders of the Class
A-PO Certificates are entitled each month will equal the sum for
each Discount Mortgage Loan of the product of (a) the PO
Fraction for such Mortgage Loan and (b) the sum of (i) scheduled
principal payments on such Mortgage Loan and (ii) certain
unscheduled payments of principal on such Mortgage Loan. See
"Description of the Certificates -- Principal (Including
Prepayments) -- Calculation of Amount to be Distributed to the
Class A-PO Certificates" in this Prospectus Supplement. In
addition, the Class A-PO Certificates will be entitled to
receive any previously unpaid amounts of principal to which such
Certificates were entitled on prior Distribution Dates as part
of the Class A-PO Deferred Amount. The "PO Fraction" with
respect to any Discount Mortgage Loan will equal the difference
between 1.0 and the Non-PO Fraction for such Discount Mortgage
Loan. The PO Fraction with respect to each Mortgage Loan that is
not a Discount Mortgage Loan will be equal to zero. See
"Description of the Certificates -- Principal (Including
Prepayments)" in this Prospectus Supplement.
The holders of the Class A-PO Certificates will also be entitled
each month to an amount equal to the Class A-PO Deferred Amount.
The Class A-PO Deferred Amount will be paid to holders of the
Class A-PO Certificates only from amounts otherwise
distributable as principal to the Subclasses of Class B
Certificates in reverse numerical order and then from amounts
otherwise distributable as principal to the Class M
Certificates. No interest will accrue on any Class A-PO Deferred
Amount.
Except as described below under "-- Effect of Subordination
Level on Principal Distributions," on each Distribution Date,
the Class M, Class B-1 and Class B-2 Certificates will be
entitled to a portion of scheduled payments and certain
unscheduled payments of principal on the Mortgage Loans
allocable to the Subordinated Certificates that represents the
ratio of the then-outstanding principal balance of the Class M,
Class B-1 or Class B-2 Certificates, as the case may be, to the
then-outstanding principal balance of the Subordinated
Certificates.
The amount that is available for distribution to the holders of
the Class A Certificates on any Distribution Date as a
distribution of principal (other than any Class A-PO Deferred
Amount) is equal to the amount remaining after deducting the
amount of interest distributable on the Class A Certificates
from the total amount collected that is available to be
distributed to holders of the Series 199 - Certificates on such
Distribution Date. Principal will be distributed to the holders
of the Class A Certificates (other than the Class A-PO
Certificates) in accordance with the payment priorities
described under the heading "Description of the Certificates --
Principal (Including Prepayments) -- Allocation of Amount to be
Distributed" in this Prospectus Supplement.
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The amount that is available for distribution to the holders of
the Class M Certificates on any Distribution Date as a
distribution of principal is the amount remaining after all
interest and principal distributions due on the Class A
Certificates (including any Class A-PO Deferred Amount) and
interest due on the Class M Certificates have been deducted from
the total amount collected that is available to be distributed
to holders of the Series 199 - Certificates.
The amount that is available for distribution to the holders of
a Subclass of Class B Certificates on any Distribution Date as a
distribution of principal is the amount remaining after all
interest and principal distributions due on the Class A
Certificates (including any Class A-PO Deferred Amount), all
interest and principal distributions on the Class M Certificates
and the Subclasses of Class B Certificates with lower numerical
designations and interest due on such Subclass of Class B
Certificates have been deducted from the total amount collected
that is available to be distributed to holders of the Series
199 - Certificates.
EFFECT OF SUBORDINATION LEVEL ON PRINCIPAL DISTRIBUTIONS. In
order to preserve the availability of the original subordination
level as protection against losses on the Class M Certificates,
the Class B-1 Certificates, the Class B-2 Certificates, the
Class B-3 Certificates and the Class B-4 Certificates, some or
all of the Subclasses of Class B Certificates, as described
below, may not be entitled to distributions of principal on
certain Distribution Dates and the principal balances of such
Subclasses will not be considered for purposes of allocation of
principal among the Subordinated Certificates.
In the case of the Class M Certificates, if on any Distribution
Date the percentage obtained by dividing the outstanding
principal balance of the Class B Certificates by the sum of the
outstanding principal balances of the Class A Certificates
(other than the Class A-PO Certificates), the Class M
Certificates and the Class B Certificates is less than such
percentage was upon the initial issuance of the Series 199 -
Certificates, then the Class B Certificates will not be entitled
to distributions of principal on such Distribution Date and the
Class M Certificates will be entitled to all distributions of
principal allocable to the Subordinated Certificates for such
Distribution Date.
In the case of the Class B-1, Class B-2, Class B-3 or Class B-4
Certificates, if on any Distribution Date the percentage
obtained by dividing the sum of the then-outstanding principal
balances of the Subclasses of Class B Certificates with higher
numerical designations by the sum of the then-outstanding
principal balances of the Class A Certificates (other than the
Class A-PO Certificates), the Class M Certificates and the Class
B Certificates is less than such percentage at the time of the
initial issuance of the Series 199 - Certificates, then such
Subclasses of Class B Certificates with higher numerical
designations will not be entitled to distributions of principal
and the principal balances of such Subclasses will not be taken
into account for purposes of calculating the portions of
scheduled and unscheduled principal
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payments allocable to the Class M Certificates and to the
Subclasses of Class B Certificates with lower numerical
designations.
In either of the cases described above, the Class M Certificates
and those Subclasses of Class B Certificates with lower
numerical designations will receive a greater portion of
scheduled and unscheduled payments of principal on the Mortgage
Loans allocable to the Subordinated Certificates than the Class
M Certificates and those Subclasses of Class B Certificates with
lower numerical designations would have received had all
Subclasses of Class B Certificates been entitled to their
portion of such principal payments. See "Description of the
Certificates -- Principal (Including Prepayments) -- Calcula-
tion of Amount to be Distributed to the Class M and Class B
Certificates" in this Prospectus Supplement.
Credit Enhancement................. DESCRIPTION OF "SHIFTING-INTEREST" SUBORDINATION. The rights of
the holders of the Class M Certificates to receive distributions
will be subordinated to the rights of the holders of the Class A
Certificates to receive distributions, to the extent described
herein. The rights of the holders of a Subclass of Class B
Certificates to receive distributions will be subordinated to
the rights of the holders of the Class A Certificates, the Class
M Certificates and the Subclasses of Class B Certificates with
lower numerical designations to receive distributions, to the
extent described herein. This subordination provides a certain
amount of protection to the holders of the Class A Certificates
(to the extent of the subordination of the Class M and Class B
Certificates), the Class M Certificates (to the extent of the
subordination of the Class B Certificates) and the Subclasses of
Class B Certificates (other than the Class B-5 Certificates) (to
the extent of the subordination of the Subclasses of Class B
Certificates with higher numerical designations) against delays
in the receipt of scheduled payments of interest and principal
and against losses associated with the liquidation of defaulted
Mortgage Loans and certain losses resulting from the bankruptcy
of a mortgagor.
In general, the protection afforded the holders of the Class A
Certificates by means of this subordination will be effected in
two ways: (i) by the preferential right of the holders of the
Class A Certificates to receive, prior to any distribution being
made on any Distribution Date in respect of the Class M and
Class B Certificates, the amounts of interest and principal due
the holders of the Class A Certificates and, if necessary, by
the right of such holders to receive future distributions on the
Mortgage Loans that would otherwise have been allocated to the
holders of the Class M and Class B Certificates and (ii) by the
allocation to the Class M and Class B Certificates, until their
respective principal balances have been reduced to zero, of
certain losses resulting from the liquidation of defaulted
Mortgage Loans or the bankruptcy of mortgagors prior to the
allocation of such losses to the Class A Certificates. See
"Description of the Certificates -- Distributions" in this
Prospectus Supplement.
In general, the protection afforded the holders of the Class M
Certificates by means of this subordination will also be
effected in two ways: (i) by the preferential right of the
holders of the Class M
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Certificates to receive, prior to any distribution being made on
any Distribution Date in respect of the Class B Certificates,
the amounts of interest and principal due the holders of the
Class M Certificates on such date and, if necessary, by the
right of such holders to receive future distributions on the
Mortgage Loans that would otherwise have been allocated to the
holders of the Class B Certificates and (ii) by the allocation
to the Class B Certificates, until their principal balance has
been reduced to zero, of certain losses resulting from the
liquidation of defaulted Mortgage Loans or the bankruptcy of
mortgagors prior to the allocation of such losses to the Class M
Certificates. See "Description of the Certificates --
Distributions" in this Prospectus Supplement.
In general, the protection afforded the holders of a Subclass of
Class B Certificates by means of this subordination will also be
effected in two ways: (i) by the preferential right of the
holders of such Subclass to receive, prior to any distribution
being made on any Distribution Date in respect of the Subclasses
of Class B Certificates with higher numerical designations, the
amounts of interest and principal due the holders of such
Subclass on such date and, if necessary, by the right of such
holders to receive future distributions on the Mortgage Loans
that would otherwise have been allocated to the holders of the
Subclasses of Class B Certificates with higher numerical
designations and (ii) by the allocation to the Subclasses of
Class B Certificates with higher numerical designations, until
their principal balances have been reduced to zero, of certain
losses resulting from the liquidation of defaulted Mortgage
Loans or the bankruptcy of mortgagors prior to the allocation of
such losses to such Subclass. See "Description of the
Certificates -- Distributions" in this Prospectus Supplement.
In addition, in order to increase the period during which the
principal balances of the Class M and Class B Certificates
remain available as credit enhancement to the Class A
Certificates, a disproportionate amount of prepayments and
certain unscheduled recoveries with respect to the Mortgage
Loans will be allocated to the Class A Certificates (other than
the Class A-PO Certificates). This allocation has the effect of
accelerating the amortization of the Class A Certificates (other
than the Class A-PO Certificates) while, in the absence of
losses in respect of the liquidation of defaulted Mortgage Loans
or losses resulting from the bankruptcy of mortgagors,
increasing the respective percentage interests in the principal
balance of the Mortgage Loans evidenced by the Class M and Class
B Certificates.
EXTENT OF LOSS COVERAGE. Realized losses on Mortgage Loans,
other than losses that are (i) attributable to "special hazards"
not insured against under a standard hazard insurance policy,
(ii) incurred on defaulted Mortgage Loans as to which there was
fraud in the origination of such Mortgage Loans or (iii)
attributable to certain actions which may be taken by a
bankruptcy court in connection with a Mortgage Loan, including a
reduction by a bankruptcy court of the principal balance of or
the interest rate on a Mortgage Loan or an extension of its
maturity, will not be allocated to the Class A Certificates
until the date on which the aggregate principal balance of the
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Class M and Class B Certificates (which aggregate balance is
expected initially to be approximately $ ) has been
reduced to zero; will not be allocated to the Class M
Certificates until the date on which the aggregate principal
balance of the Class B Certificates (which aggregate balance is
expected initially to be approximately $ ) has been
reduced to zero; and will not be allocated to the Class B-1 or
Class B-2 Certificates until the date on which the aggregate
principal balance of the Subclasses of Class B Certificates with
higher numerical designations has been reduced to zero (which
aggregate balance is expected initially to be approximately
$ with respect to the Class B-1 Certificates and
approximately $ with respect to the Class B-2
Certificates). Such losses will be allocated first among the
Subclasses of Class B Certificates, in reverse numerical order
(that is, to the Class B-5, Class B-4, Class B-3, Class B-2 and
Class B-1 Certificates, respectively).
With respect to any Distribution Date subsequent to the first
Distribution Date, the availability of the credit enhancement
provided by the Class M Certificates and the Subclasses of Class
B Certificates will be affected by the prior reduction of the
principal balance of the Class M Certificates and such
Subclasses of Class B Certificates. Reduction of the principal
balance of the Class M Certificates and any Subclass of Class B
Certificates will result from (i) the prior allocation of losses
due to the liquidation of defaulted Mortgage Loans, including
losses due to special hazards and fraud losses up to the
respective limits referred to below, (ii) the prior allocation
of bankruptcy losses up to the limit referred to below and (iii)
the prior receipt of principal distributions by the holders of
such Certificates.
As of the date of issuance of the Series 199 - Certificates, the
amount of losses attributable to special hazards, fraud and
bankruptcy that will be absorbed solely by the holders of the
Subclasses of Class B Certificates in reverse numerical order
and then solely by the Class M Certificates will be
approximately %, % and %, respectively, of the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans
(approximately $ , $ and $ , respectively).
If losses due to special hazards, fraud or bankruptcy exceed any
of such amounts prior to the principal balances of the Class M
and Class B Certificates being reduced to zero, (a) the
principal portion of any such excess losses with respect to the
Mortgage Loans will generally be shared pro rata by (i) the
Class A Certificates (other than the Class A-PO Certificates),
the Class M Certificates and the Class B Certificates and (ii)
to the extent such losses arise with respect to Discount
Mortgage Loans, the Class A-PO Certificates, in each case
according to their respective interests in such Mortgage Loans
and (b) the interest portion of any such losses with respect to
the Mortgage Loans will generally be shared pro rata by the
Class A, Class M and Class B Certificates based on their
respective interest accrual amounts. Under certain
circumstances, the limits set forth above may be reduced as
described under "Description of the Certificates --
Subordination of Class M and Class B Certificates -- Allocation
of Losses" in this Prospectus Supplement.
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After the principal balances of the Class M and Class B
Certificates have been reduced to zero, the principal portion of
all losses (other than the portion attributable to the Class
A-PO Certificates, if any) will be allocated to the Class A
Certificates (other than the Class A-PO Certificates). To the
extent such losses arise with respect to Discount Mortgage
Loans, principal losses will be shared among the Class A
Certificates according to their respective interests in such
Mortgage Loans. The principal portion of any losses borne by the
Class A Certificates (other than losses borne by the Class A-PO
Certificates) will be shared pro rata by the Subclasses of Class
A Certificates (other than the Class A-PO Certificates) based on
their then-outstanding principal balances and the interest
portion of such losses will be shared pro rata by such
Subclasses based on interest accrued. See "Description of the
Certificates -- Interest" and "-- Subordination of Class M and
Class B Certificates -- Allocation of Losses" in this Prospectus
Supplement.
THE YIELD TO MATURITY ON THE CLASS M CERTIFICATES WILL BE MORE
SENSITIVE TO LOSSES DUE TO LIQUIDATIONS OF THE MORTGAGE LOANS
(AND THE TIMING THEREOF) THAN THE CLASS A CERTIFICATES, IN THE
EVENT THAT THE AGGREGATE PRINCIPAL BALANCE OF THE CLASS B
CERTIFICATES HAS BEEN REDUCED TO ZERO.
THE YIELD TO MATURITY ON EACH SUBCLASS OF OFFERED CLASS B
CERTIFICATES WILL BE MORE SENSITIVE TO LOSSES DUE TO
LIQUIDATIONS OF THE MORTGAGE LOANS (AND THE TIMING THEREOF) THAN
THE CLASS A CERTIFICATES AND THE CLASS M CERTIFICATES AND, IN
THE CASE OF THE CLASS B-2 CERTIFICATES, THE CLASS B-1
CERTIFICATES, IN THE EVENT THAT THE PRINCIPAL BALANCES OF THE
SUBCLASSES OF CLASS B CERTIFICATES WITH HIGHER NUMERICAL
DESIGNATIONS HAVE BEEN REDUCED TO ZERO.
See "Description of the Certificates -- Subordination of Class M
and Class B Certificates" in this Prospectus Supplement.
Effects of Prepayments on Invest-
ment Expectations................. The actual rate of prepayment of principal on the Mortgage Loans
cannot be predicted. The investment performance of the Offered
Certificates may vary materially and adversely from the
investment expectations of investors due to prepayments on the
Mortgage Loans being higher or lower than anticipated by
investors. In addition, the Class A Certificates (other than the
Class A-PO Certificates) in the aggregate will be more sensitive
to prepayments on the Mortgage Loans than the Subordinated
Certificates due to the disproportionate allocation of such
prepayments to investors in such Class A Certificates then
entitled to principal distributions during the nine years
beginning on the first Distribution Date. The actual yield to
the holder of an Offered Certificate may not be equal to the
yield anticipated at the time of purchase of the Certificate or,
notwithstanding that the actual yield is equal to the yield
anticipated at that time, the total return on investment
expected by the investor or the expected weighted average life
of the Certificate may not be realized.
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These effects are summarized below. IN DECIDING WHETHER TO PUR-
CHASE ANY OFFERED CERTIFICATES, AN INVESTOR SHOULD MAKE AN
INDEPENDENT DECISION AS TO THE APPROPRIATE PREPAYMENT
ASSUMPTIONS TO BE USED.
YIELD. If an investor purchases an Offered Certificate (other
than a Class A-PO Certificate) at an amount equal to its unpaid
principal balance (that is, at "par"), the effective yield to
that investor (assuming that there are no interest shortfalls
and assuming the full return of the investor's invested
principal) will approximate the Pass-Through Rate on that
Certificate. If an investor pays less or more than the unpaid
principal balance of an Offered Certificate (that is, buys the
Certificate at a "discount" or "premium," respectively), then,
based on the assumptions set forth in the preceding sentence,
the effective yield to the investor will be higher or lower,
respectively, than the stated interest rate on the Certificate,
because such discount or premium will be amortized over the life
of the Certificate. Any deviation in the actual rate of
prepayments on the Mortgage Loans from the rate assumed by the
investor will affect the period of time over which, or the rate
at which, the discount or premium will be amortized and,
consequently, will change the investor's actual yield from that
anticipated. The timing of receipt of prepayments may also
affect the investor's actual yield. The yield experienced by an
investor in the Class A-PO Certificates, which do not bear
interest, is primarily a function of the price paid by such
investor, the rate and timing of principal payments on the
Discount Mortgage Loans and losses incurred on and after the
Cross-Over Date. The particular sensitivity of the Class A-PO
Certificates is displayed in a table appearing under the heading
"Prepayment and Yield Considerations" in this Prospectus
Supplement. AN INVESTOR THAT PURCHASES ANY OFFERED CERTIFICATES
AT A DISCOUNT, PARTICULARLY THE CLASS A-PO CERTIFICATES, SHOULD
CONSIDER THE RISK THAT A SLOWER THAN ANTICIPATED RATE OF
PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS, OR IN THE CASE OF THE
CLASS A-PO CERTIFICATES, ON THE DISCOUNT MORTGAGE LOANS, WILL
RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN SUCH INVESTOR'S
EXPECTED YIELD. AN INVESTOR THAT PURCHASES ANY OFFERED
CERTIFICATES AT A PREMIUM SHOULD CONSIDER THE RISK THAT A FASTER
THAN ANTICIPATED RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE
LOANS WILL RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN SUCH
INVESTOR'S EXPECTED YIELD AND SHOULD CONSIDER THE RISK THAT A
RAPID RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS COULD
RESULT IN THE FAILURE OF SUCH INVESTOR TO FULLY RECOVER ITS
INITIAL INVESTMENT. THE YIELD ON THE CLASS A-PO CERTIFICATES
WILL BE INFLUENCED PRIMARILY BY PRINCIPAL PAYMENTS SOLELY WITH
RESPECT TO THE DISCOUNT MORTGAGE LOANS.
REINVESTMENT RISK. As stated above, if an Offered Certificate
(other than a Class A-PO Certificate) is purchased at par,
fluctuations in the rate of distributions of principal will
generally not affect the yield to maturity of that Certificate.
However, the total return on any investor's investment,
including an investor who purchases at par, will be reduced to
the extent that principal distributions received on its
Certificate cannot be reinvested at a rate as high as the stated
interest rate of the Certificate or, in the case of the Class
A-PO Certificates, the expected yield, which is based on the
price paid by the investor and the rate of
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prepayments anticipated by such investor. Investors in the
Offered Certificates should consider the risk that rapid rates
of prepayments on the Mortgage Loans may coincide with periods
of low prevailing market interest rates. During periods of low
prevailing market interest rates, mortgagors may be expected to
prepay or refinance Mortgage Loans that carry interest rates
significantly higher than then-current interest rates for
mortgage loans. Consequently, the amount of principal
distributions available to an investor for reinvestment at such
low prevailing interest rates may be relatively large.
Conversely, slow rates of prepayments on the Mortgage Loans may
coincide with periods of high prevailing market interest rates.
During such periods, it is less likely that mortgagors will
elect to prepay or refinance Mortgage Loans and, therefore, the
amount of principal distributions available to an investor for
reinvestment at such high prevailing interest rates may be
relatively small.
WEIGHTED AVERAGE LIFE VOLATILITY. One indication of the impact
of varying prepayment speeds on a security is the change in its
weighted average life. The "weighted average life" of an Offered
Certificate is the average amount of time that will elapse
between the date of issuance of the Certificate and the date on
which each dollar in reduction of the principal balance of the
Certificate is distributed to the investor. Low rates of
prepayment may result in the extension of the weighted average
life of a Certificate; high rates, in the shortening of such
weighted average life.
In general, if the weighted average life of a Certificate
purchased at par is extended beyond that initially anticipated,
such Certificate's market value may be adversely affected even
though the yield to maturity on the Certificate is unaffected.
The weighted average life of the Class A-PO Certificates will be
determined by the rate of prepayment of the Discount Mortgage
Loans and generally will not be affected by the rate of
prepayment on other Mortgage Loans.
THE WEIGHTED AVERAGE LIFE OF THE COMPANION CERTIFICATES WILL BE
MORE SENSITIVE THAN THE OTHER SUBCLASSES OF CLASS A CERTIFICATES
TO THE RATE OF PREPAYMENTS ON THE MORTGAGE LOANS AT RATES AT OR
ABOVE CERTAIN PREPAYMENT LEVELS BECAUSE PAYMENTS OF PRINCIPAL
ALLOCATED TO THE CLASS A CERTIFICATES (OTHER THAN THE CLASS A-PO
CERTIFICATES) IN EXCESS OF SUCH PREPAYMENT LEVELS WILL BE PAID
TO THE HOLDERS OF THE COMPANION CERTIFICATES WHILE SUCH
CERTIFICATES REMAIN OUTSTANDING PRIOR TO BEING PAID TO THE
HOLDERS OF THE PAC CERTIFICATES.
The weighted average lives of the Offered Certificates, under
various prepayment scenarios, are displayed in the tables
appearing under the heading "Prepayment and Yield
Considerations" in this Prospectus Supplement.
See "Description of the Certificates -- Principal (Including
Prepayments) -- Allocation of Amount to be Distributed" and "--
Principal Payment Characteristics of the PAC Certificates and
the Companion Certificates" in this Prospectus Supplement.
Federal Income Tax Status.......... An election will be made to treat the Trust Estate as a real
estate mortgage investment conduit (the "REMIC") for federal
income tax purposes. The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5,
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<TABLE>
<S> <C>
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and Class
A-PO Certificates, the Class M Certificates and the Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates will
constitute "regular interests" in the REMIC and the Class A-R
Certificate will constitute the "residual interest" in the
REMIC.
The Regular Certificates (as defined herein) generally will be
treated as newly originated debt instruments for federal income
tax purposes. Beneficial owners of the Regular Certificates will
be required to report income thereon in accordance with the
accrual method of accounting. The Class A-PO Certificates will
be issued with original issue discount in an amount equal to the
excess of the initial principal balance thereof over their issue
price. It is anticipated that the Class
Certificates will be
issued with original issue discount in an amount equal to the
excess of their initial principal balances (plus days of
interest at the pass-through rates thereon) over their
respective issue prices (including accrued interest). It is also
anticipated that the Class
Certificates will be issued at a premium and the Class
Certificates will be issued with DE MINIMIS original issue
discount for federal income tax purposes. It is further
anticipated that the Class B-3, Class B-4 and Class B-5
Certificates, which are not offered hereby, will be issued with
original issue discount for federal income tax purposes.
The holder of the Class A-R Certificate will be required to
include the taxable income or loss of the REMIC in determining
its federal taxable income. It is anticipated that all or a
substantial portion of the taxable income of the REMIC
includible by the Class A-R Certificateholder will be treated as
"excess inclusion" income subject to special limitations for
federal income tax purposes. AS A RESULT, THE EFFECTIVE
AFTER-TAX RETURN OF THE CLASS A-R CERTIFICATE MAY BE SIGNIFI-
CANTLY LOWER THAN WOULD BE THE CASE IF THE CLASS A-R CERTIFICATE
WERE TAXED AS A DEBT INSTRUMENT, OR MAY BE NEGATIVE. FURTHER,
SIGNIFICANT RESTRICTIONS APPLY TO THE TRANSFER OF THE CLASS A-R
CERTIFICATE. THE CLASS A-R CERTIFICATE WILL BE CONSIDERED A
"NONECONOMIC RESIDUAL INTEREST," CERTAIN TRANSFERS OF WHICH MAY
BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.
See "Description of the Certificates -- Restrictions on Transfer
of the Class A-R, Class M and Offered Class B Certificates" and
"Federal Income Tax Considerations" in this Prospectus
Supplement and "Certain Federal Income Tax Consequences --
Federal Income Tax Consequences for REMIC Certificates" in the
Prospectus.
ERISA Considerations............... A fiduciary of any employee benefit plan 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"), should carefully review with its legal advisors whether
the purchase or holding of Offered Certificates could give rise
to a transaction prohibited or not otherwise permissible under
ERISA, the Code or
</TABLE>

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<TABLE>
<S> <C>
Similar Law. BECAUSE THE CLASS M AND OFFERED CLASS B
CERTIFICATES ARE SUBORDINATED TO THE CLASS A CERTIFICATES, THE
CLASS M AND OFFERED CLASS B CERTIFICATES MAY NOT BE TRANSFERRED
UNLESS THE TRANSFEREE HAS DELIVERED (I) A REPRESENTATION LETTER
TO THE TRUSTEE AND SELLER 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 HEREIN, THAT THE SOURCE OF FUNDS
USED TO PURCHASE THE CLASS M OR OFFERED CLASS B CERTIFICATES IS
AN "INSURANCE COMPANY GENERAL ACCOUNT" OR (II) AN OPINION OF
COUNSEL AS DESCRIBED UNDER "ERISA CONSIDERATIONS" IN THIS
PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING OF SUCH
CERTIFICATES. THE CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY
OR TRANSFERRED TO A PLAN. See "ERISA Considerations" in this
Prospectus Supplement and in the Prospectus.
Legal Investment................... The Class A and Class M Certificates will constitute "mortgage
related securities" for purposes of the Secondary Mortgage
Market Enhancement Act of 1984 (the "Enhancement Act") so long
as they are rated in one of the two highest rating categories by
at least one nationally recognized statistical rating
organization. As such, the Class A and Class M Certificates are
legal investments for certain entities to the extent provided in
such act. However, there are regulatory requirements and
considerations applicable to regulated financial institutions
and restrictions on the ability of such institutions to invest
in certain types of mortgage rated securities. The Class B-1 and
Class B-2 Certificates will not constitute "mortgage related
securities" under the Enhancement Act. The appropriate
characterization of the Class B-1 and Class B-2 Certificates
under various legal investment restrictions, and thus the
ability of investors subject to these restrictions to purchase
the Class B-1 and Class B-2 Certificates, may be subject to
significant interpretive uncertainties. Prospective purchasers
of the Offered Certificates should consult their own legal, tax
and accounting advisors in determining the suitability of and
consequences to them of the purchase, ownership and disposition
of the Offered Certificates. See "Legal Investment" in this
Prospectus Supplement.
</TABLE>

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<PAGE>
RISK FACTORS
GENERAL
The rate of distributions in reduction of the principal balance of any
Subclass or Class of Offered Certificates, the aggregate amount of distributions
of principal and interest on any Subclass or Class of Offered Certificates and
the yield to maturity of any Subclass or Class of Offered Certificates will be
directly related to the rate of payments of principal on the Mortgage Loans in
the Trust Estate or, in the case of the Class A-PO Certificates, on the Discount
Mortgage Loans, and the amount and timing of mortgagor defaults resulting in
Realized Losses. The rate of principal payments on the Mortgage Loans will in
turn be affected by the amortization schedules of the Mortgage Loans, the rate
of principal prepayments (including partial prepayments and those resulting from
refinancing) thereon by mortgagors, liquidations of defaulted Mortgage Loans,
repurchases of Mortgage Loans by the Seller as a result of defective
documentation or breaches of representations and warranties, optional purchase
by the Seller of defaulted Mortgage Loans and optional purchase by the Seller of
all of the Mortgage Loans in connection with the termination of the Trust
Estate. See "Pooling and Servicing Agreement -- Optional Termination" herein and
"The Pooling and Servicing Agreement -- Assignment of Mortgage Loans to the
Trustee," "-- Optional Purchases" and "-- Termination; Purchase of Mortgage
Loans" in the Prospectus. Mortgagors are permitted to prepay the Mortgage Loans,
in whole or in part, at any time without penalty.
The rate of payments (including prepayments) on pools of mortgage loans is
influenced by a variety of economic, geographic, social and other factors. If
prevailing rates for similar mortgage loans fall below the Mortgage Interest
Rates on the Mortgage Loans, the rate of prepayment would generally be expected
to increase. Conversely, if interest rates on similar mortgage loans rise above
the Mortgage Interest Rates on the Mortgage Loans, the rate of prepayment would
generally be expected to decrease.
An investor that purchases any Offered Certificates at a discount,
particularly the Class A-PO Certificates, should consider the risk that a slower
than anticipated rate of principal payments on the Mortgage Loans or, in the
case of the Class A-PO Certificates, on the Discount Mortgage Loans, will result
in an actual yield that is lower than such investor's expected yield. An
investor that purchases any Offered Certificates at a premium should consider
the risk that a faster than anticipated rate of principal payments on the
Mortgage Loans will result in an actual yield that is lower than such investor's
expected yield. See "Prepayment and Yield Considerations" herein.
SUBORDINATION
The rights of the holders of the Class M Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Class A Certificates and the
rights of the holders of a Subclass of Class B Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Class A Certificates, the
Class M Certificates and the Subclasses of Class B Certificates with lower
numerical designations, all to the extent described herein under "Description of
the Certificates-- Subordination of Class M and Class B Certificates."

UNDERWRITING STANDARDS
Certain of the Mortgage Loans (including certain loans made to foreign
nationals) will have been originated using underwriting standards that are
different from and, in certain respects, less stringent than the general
underwriting policies of Norwest Mortgage. See "The Mortgage Loan Programs --
Mortgage Loan Underwriting -- Modified Standards" in the Prospectus. For
example, certain of the Mortgage Loans may have been originated with higher
maximum Loan-to-Value Ratios, less restrictive requirements for investment
properties or "equity take out" financings, and may be secured by shares in
cooperative housing communities, "condotels" or unique parcels of land. In
return for placing greater emphasis on borrower credit history and current
assets, ratios of prospective borrower's debt service on the Mortgage Loan and
total debt obligations to income may not be required to be taken into account in
making the loan. Such Mortgage Loans may also experience rates of delinquencies,
defaults, foreclosure, bankruptcy

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<PAGE>
and loss that are higher than those experienced by mortgage loans underwritten
to Norwest Mortgage's general underwriting standards. See "Prepayment and Yield
Considerations" herein.
BOOK-ENTRY SYSTEM FOR CERTAIN SUBCLASSES OF CLASS A CERTIFICATES
Transactions in the Subclasses of Book-Entry Certificates generally can be
effected only through DTC, DTC Participants and Indirect DTC Participants. The
ability of a Beneficial Owner to pledge Book-Entry Certificates and the
liquidity of the Book-Entry Certificates in general may be limited due to the
lack of a physical certificate for such Book-Entry Certificates. In addition,
Beneficial Owners may experience delays in their receipt of payments. See "Risk
Factors -- Book-Entry System for Certain Classes and Subclasses of Certificates"
and "Description of the Certificates -- Book-Entry Form" in the Prospectus.
See "Risk Factors" in the Prospectus.
DESCRIPTION OF THE CERTIFICATES
DENOMINATIONS
The Offered Certificates, other than the Class A-R Certificate, will be
issued in minimum denominations of $100,000 initial principal balance and
integral multiples of $1,000 initial principal balance in excess thereof, except
that one Class A-PO Certificate may be issued in any denomination in excess of
$100,000. The Class A-R Certificate will be issued as a single Certificate with
a denomination of $ initial principal balance.
DEFINITIVE FORM
Offered Certificates issued in fully registered, certificated form are
referred to herein as "Definitive Certificates." The Class A-PO, Class A-R,
Class M and Offered Class B Certificates will be issued as Definitive
Certificates. Distributions of principal of, and interest on, the Definitive
Certificates will be made by the Trustee or other paying agent directly to
holders of Definitive Certificates in accordance with the procedures set forth
in the Pooling and Servicing Agreement. The Definitive Certificates will be
transferable and exchangeable at the offices of the Trustee or other certificate
registrar. No service charge will be imposed for any registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge imposed in connection therewith.

BOOK-ENTRY FORM
Each Subclass of the Book-Entry Certificates initially will be represented
by one physical certificate registered in the name of Cede & Co. ("Cede"), as
nominee of DTC, which will be the "holder" or "Certificateholder" of such
Certificates, as such terms are used herein. No person acquiring an interest in
the Book-Entry Certificates (a "Beneficial Owner") will be entitled to receive a
Definitive Certificate representing such person's interest in the Book-Entry
Certificates, except as set forth under "Description of the Certificates --
Book-Entry Form" in the Prospectus. Unless and until Definitive Certificates are
issued under the limited circumstances described therein, all references to
actions taken by Certificateholders or holders shall, in the case of the
Book-Entry Certificates, refer to actions taken by DTC upon instructions from
its DTC Participants (as defined under "Description of the Certificates --
Book-Entry Form" in the Prospectus), and all references herein to distributions,
notices, reports and statements to Certificateholders or holders shall, in the
case of the Book-Entry Certificates, refer to distributions, notices, reports
and statements to DTC or Cede, as the registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with DTC procedures. See "Description of the Certificates --
Book-Entry Form" in the Prospectus.
DISTRIBUTIONS
Distributions of interest and in reduction of principal balance to holders
of each Subclass of Class A and Class B Certificates and the Class M
Certificates will be made monthly, to the extent of each Subclass's or Class's
entitlement thereto, on the 25th day of each month or, if such day is not a
business day, on the succeeding business day (each, a "Distribution Date"),
beginning in 199 . The "Determination Date" with respect to each
Distribution Date will be the 17th day of each month, or if such day is not a

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<PAGE>
business day, the preceding business day. Distributions will be made on each
Distribution Date to holders of record (which, in the case of the Book-Entry
Certificates, will be Cede, as nominee for DTC) at the close of business on the
last business day of the preceding month (each, a "Record Date"), except that
the final distribution in respect of any Certificate will only be made upon
presentation and surrender of such Certificate at the office or agency appointed
by the Trustee and specified in the notice of final distribution in respect of
such Certificate.

The aggregate amount available for distribution to Certificateholders on
each Distribution Date will be the Pool Distribution Amount. The "Pool
Distribution Amount" for a Distribution Date will be the sum of all previously
undistributed payments or other receipts on account of principal (including
principal prepayments and Liquidation Proceeds in respect of principal, if any),
and interest on or in respect of the Mortgage Loans received by the Master
Servicer, including without limitation any related insurance proceeds and the
proceeds of any purchase of a related Mortgage Loan for breach of a
representation or warranty or the sale of a Mortgaged Property by a Servicer in
connection with the liquidation of the related Mortgage Loan on or prior to the
Remittance Date in the month in which such Distribution Date occurs, plus (i)
all Periodic Advances made and (ii) all other amounts (including any insurance
proceeds and Compensating Interest) placed in the Certificate Account by any
Servicer on or before the Remittance Date or by the Master Servicer on or before
the Distribution Date pursuant to the Pooling and Servicing Agreement, but
excluding the following:
(a) amounts received as late payments of principal or interest
respecting which one or more unreimbursed Periodic Advances has been made;

(b) to the extent permitted by the Pooling and Servicing Agreement, that
portion of Liquidation Proceeds with respect to a Mortgage Loan that
represents any unreimbursed Periodic Advances of such Servicer;
(c) those portions of each payment of interest on a particular Mortgage
Loan which represent (i) the applicable Servicing Fee, (ii) the Master
Servicing Fee and (iii) the Fixed Retained Yield, if any;

(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 principal prepayments in full, all partial principal
prepayments, all proceeds of any Mortgage Loans or property acquired in
respect thereof, or liquidated pursuant to the Pooling and Servicing
Agreement, including net Partial Liquidation Proceeds but excluding any Net
Foreclosure Profits (as defined under "-- Additional Rights of the Class A-R
Certificateholder" below), and other unscheduled receipts in respect of
principal of the Mortgage Loans other than proceeds of a repurchase of a
Mortgage Loan by the Seller or amounts deposited by the Seller in the
Certificate Account in connection with the substitution of a Mortgage Loan
(collectively, "Unscheduled Principal Receipts") that were received by the
Servicers after the Unscheduled Principal Receipt Period (as described under
"Servicing of the Mortgage Loans -- Unscheduled Principal Receipts" below)
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 on or following the Due Date in the month in which such
Distribution Date occurs and the excess of the unpaid principal balance of
any defective Mortgage Loan for which a Mortgage Loan was substituted over
the unpaid principal balance of such substituted Mortgage Loan on or
following the Due Date in the month in which such Distribution Date occurs;
(g) to the extent permitted by the Pooling and Servicing Agreement, that
portion of Liquidation Proceeds or insurance proceeds with respect to a
Mortgage Loan or proceeds of any Mortgaged Property that becomes owned by
the Trustee which represents any unpaid Servicing Fee or Master

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<PAGE>
Servicing Fee to which such Servicer or the Master Servicer, respectively,
is entitled, or which represents unpaid Fixed Retained Yield, and the
portion of net Liquidation Proceeds used to reimburse any unreimbursed
Periodic Advances;

(h) all amounts representing certain expenses reimbursable to the Master
Servicer and other amounts permitted to be retained by the Master Servicer
or withdrawn by the Master Servicer from the Certificate Account pursuant to
the Pooling and Servicing Agreement;
(i) reinvestment earnings on payments received in respect of the
Mortgage Loans or on other amounts on deposit in the Certificate Account;

(j) Net Foreclosure Profits;
(k) Month End Interest; and

(l) the amount of any recoveries in respect of principal which had
previously been allocated as a loss to one or more Subclasses of the Class A
or Class B Certificates or the Class M Certificates.
The "Remittance Date" with respect to any Distribution Date and any Mortgage
Loan serviced by an Other Servicer will be the 18th day of each month, or if any
such day is not a business day, the preceding business day. The "Remittance
Date" with respect to any Distribution Date and any Mortgage Loan serviced by
Norwest Mortgage will, except as described below under "Servicing of the
Mortgage Loans -- Anticipated Changes in Servicing," be the 24th day of each
month, or if any such day is not a business day, the preceding business day.

"Partial Liquidation Proceeds" are Liquidation Proceeds received by a
Servicer on a Mortgage Loan prior to such Mortgage Loan becoming a Liquidated
Loan and "net Partial Liquidation Proceeds" are Partial Liquidation Proceeds
less expenses incurred with respect to such liquidation.
Each Servicer is required to deposit in the Certificate Account on the
Remittance Date certain amounts in respect of the Mortgage Loans as set forth
herein under "Servicing of the Mortgage Loans -- Custodial Accounts." The Master
Servicer is required to remit to the Trustee on or before the Distribution Date
any payments constituting part of the Pool Distribution Amount that are received
by the Master Servicer or are required to be made with the Master Servicer's own
funds. Except as described below under "Description of the Certificates --
Periodic Advances," neither the Master Servicer nor the Trustee is obligated to
remit any amounts which a Servicer was required but failed to deposit in the
Certificate Account.

On each Distribution Date, the Pool Distribution Amount will be allocated
among the Classes or Subclasses of Certificates and distributed to the holders
thereof of record as of the related Record Date as follows (the "Pool
Distribution Amount Allocation"):
FIRST, to the Subclasses of Class A Certificates (other than the Class
A-PO Certificates), pro rata based on their respective Class A Subclass Interest
Accrual Amounts, in an aggregate amount up to the sum of the Class A Subclass
Interest Accrual Amounts with respect to such Distribution Date;

SECOND, to the Subclasses of Class A Certificates (other than the Class
A-PO Certificates), pro rata based on their respective unpaid Class A Subclass
Interest Shortfall Amounts in an aggregate amount up to the sum of the
previously unpaid Class A Subclass Interest Shortfall Amounts;
THIRD, concurrently, pro rata to the Class A Certificates (other than the
Class A-PO Certificates), based on the Class A Non-PO Optimal Principal Amount,
and the Class A-PO Certificates, based on the Class A-PO Optimal Principal
Amount, (A) to the Subclasses 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 Subclasses in
accordance with the priorities set forth below under "-- Principal (Including
Prepayments) -- Allocation of Amount to be Distributed" and (B) to the Class
A-PO Certificates in an amount up to the Class A-PO Optimal Principal Amount;

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<PAGE>
FOURTH, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount, but only, first from amounts otherwise distributable (without
regard to this priority) to the Subclasses of Class B Certificates pursuant to
priorities FOURTEENTH clause (C), THIRTEENTH and TENTH of this Pool Distribution
Amount Allocation and then from amounts otherwise distributable (without regard
to this priority) to the Class M Certificates pursuant to priority SEVENTH of
this Pool Distribution Amount Allocation;

FIFTH, to the Class M Certificates in an amount up to the Class M Interest
Accrual Amount with respect to such Distribution Date;
SIXTH, to the Class M Certificates in an amount up to the sum of the
previously unpaid Class M Interest Shortfall Amounts;

SEVENTH, to the Class M Certificates in an amount up to the Class M
Optimal Principal Amount; provided, however, that the amount distributable
pursuant to this priority SEVENTH to the Class M Certificates will be reduced by
the amount, if any, otherwise distributable as principal hereunder used to pay
the Class A-PO Deferred Amount in accordance with priority FOURTH;
EIGHTH, to the Class B-1 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for such Subclass with respect to such
Distribution Date;

NINTH, to the Class B-1 Certificates in an amount up to the sum of the
previously unpaid Class B Subclass Interest Shortfall Amounts for such Subclass;
TENTH, to the Class B-1 Certificates in an amount up to the Subclass B
Optimal Principal Amount for such Subclass; provided, however, that the amount
distributable pursuant to this priority TENTH will be reduced by the amount, if
any, otherwise distributable as principal hereunder used to pay the Class A-PO
Deferred Amount in accordance with priority FOURTH;

ELEVENTH, to the Class B-2 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for such Subclass with respect to such
Distribution Date;
TWELFTH, to the Class B-2 Certificates in an amount up to the sum of the
previously unpaid Class B Subclass Interest Shortfall Amounts for such Subclass;

THIRTEENTH, to the Class B-2 Certificates in an amount up to the Subclass
B Optimal Principal Amount for such Subclass; provided, however, that the amount
distributable pursuant to this priority THIRTEENTH will be reduced by the
amount, if any, otherwise distributable as principal hereunder used to pay the
Class A-PO Deferred Amount in accordance with priority FOURTH; and
FOURTEENTH, sequentially, to the Class B-3, Class B-4 and Class B-5
Certificates so that each such Subclass shall receive (A) an amount up to its
Class B Subclass Interest Accrual Amount with respect to such Distribution Date,
(B) then, an amount up to its previously unpaid Class B Subclass Interest
Shortfall Amounts and (C) finally, an amount up to its Subclass B Optimal
Principal Amount before any Subclasses of Class B Certificates with higher
numerical designations receive any payments in respect of interest or principal;
provided, however, that the amount distributable pursuant to this priority
FOURTEENTH clause (C) to any Subclasses of Class B Certificates will be reduced
by the amount, if any, otherwise distributable as principal hereunder used to
pay the Class A-PO Deferred Amount in accordance with priority FOURTH.

The "Class A Non-PO Distribution Amount" for any Distribution Date will be
equal to the sum of the amounts distributed in accordance with priorities FIRST,
SECOND and THIRD clause (A) of the Pool Distribution Amount Allocation set forth
above.
The "Class M Distribution Amount" for any Distribution Date will be equal to
the sum of the amounts distributed in accordance with priorities FIFTH through
SEVENTH of the Pool Distribution Amount Allocation set forth above.

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The "Class B Subclass Distribution Amount" for any Distribution Date and the
Class B-1 or Class B-2 Certificates will be equal to the sum of the amounts
distributed in accordance with priorities EIGHTH through TENTH of the Pool
Distribution Amount Allocation set forth above with respect to the Class B-1
Certificates and priorities ELEVENTH through THIRTEENTH of the Pool Distribution
Amount Allocation set forth above with respect to the Class B-2 Certificates.

The undivided percentage interest (the "Percentage Interest") represented by
any Offered Certificate of a Subclass or Class in distributions to such Subclass
or Class will be equal to the percentage obtained by dividing the initial
principal balance of such Certificate by the aggregate initial principal balance
of all Certificates of such Subclass or Class.
INTEREST
The amount of interest that will accrue on each Subclass of Class A
Certificates, other than the Class A-PO Certificates, during each month, after
taking into account any Non-Supported Interest Shortfalls and the interest
portion of certain losses allocated to such Subclass, is referred to herein as
the "Class A Subclass Interest Accrual Amount" for such Subclass. The Class A
Subclass Interest Accrual Amount for each Subclass of Class A Certificates,
other than the Class A-PO Certificates, will equal the difference between (a)
the product of (i) 1/12th of the Pass-Through Rate for such Subclass and (ii)
the outstanding Class A Subclass Principal Balance of such Subclass and (b) the
sum of (i) any Non-Supported Interest Shortfall allocable to such Subclass, (ii)
the interest portion of any Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocable to such Subclass and (iii) the interest
portion of any Realized Losses, other than the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses,
allocable to such Subclass on or after the Cross-Over Date. The pass-through
rate for each Subclass of Class A Certificates (other than the Class A-PO
Certificates) (the "Pass-Through Rate") is the percentage set forth on the cover
of this Prospectus Supplement.
No interest will accrue on the Class A-PO Certificates.
The amount of interest that will accrue on the Class M Certificates during
each month, after taking into account any Non-Supported Interest Shortfalls and
the interest portion of certain losses allocated to such Class, is referred to
herein as the "Class M Interest Accrual Amount." The Class M Interest Accrual
Amount will equal the difference between (a) the product of (i) 1/12th of %
and (ii) the outstanding Class M Principal Balance and (b) the sum of (i) any
Non-Supported Interest Shortfall allocable to such Class and (ii) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocable to such Class.

The amount of interest that will accrue on each Subclass of Class B
Certificates during each month, after taking into account any Non-Supported
Interest Shortfalls and the interest portion of certain losses allocated to such
Subclass, is referred to herein as the "Class B Subclass Interest Accrual
Amount." The Class B Subclass Interest Accrual Amount will equal the difference
between (a) the product of (i) 1/12th of % and (ii) the outstanding Class B
Subclass Principal Balance and (b) the sum of (i) any Non-Supported Interest
Shortfall allocable to such Subclass and (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to such Subclass.
The "Class A Subclass Principal Balance" of a Subclass of Class A
Certificates (other than the Class A-PO Certificates) as of any Determination
Date will be the principal balance of such Subclass on the date of initial
issuance of the Class A Certificates, less (i) all amounts previously
distributed to holders of Certificates of such Subclass in reduction of the
principal balance of such Subclass and (ii) such Subclass's pro rata share of
the principal portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses previously allocated to the holders of Class A
Certificates (other than the Class A-PO Certificates) in the manner described
herein under "-- Subordination of Class M and Class B Certificates -- Allocation
of Losses." After the Cross-Over Date, the Class A Subclass Principal Balance of
a Subclass of Class A Certificates (other than the Class A-PO Certificates) may
be subject to further reduction in an amount equal to such Subclass's pro rata
share of the difference, if any, between (a) the

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Class A Non-PO Principal Balance as of such Determination Date without regard to
this provision and (b) the difference between (i) the Adjusted Pool Amount for
the preceding Distribution Date and (ii) the Adjusted Pool Amount (PO Portion)
for the preceding Distribution Date. Any pro rata allocation among the
Subclasses of Class A Certificates described in this paragraph will be made
among the Subclasses of Class A Certificates (other than the Class A-PO
Certificates) on the basis of their then-outstanding Class A Subclass Principal
Balances.

The "Class A Subclass Principal Balance" of the Class A-PO Certificates as
of any Determination Date will be the principal balance of such Subclass on the
date of initial issuance of the Class A Certificates less (i) all amounts
previously distributed to the holders of the Class A-PO Certificates pursuant to
priorities THIRD clause (B) and FOURTH of the Pool Distribution Amount
Allocation and (ii) the principal portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses previously allocated to the
Class A-PO Certificates in the manner described herein under "-- Subordination
of Class M and Class B Certificates -- Allocation of Losses." After the
Cross-Over Date, the Class A Subclass Principal Balance of the Class A-PO
Certificates will be subject to further reduction in an amount equal to the
excess, if any, of (a) the Class A Subclass Principal Balance of the Class A-PO
Certificates as of such Determination Date without regard to this provision over
(b) the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
The "Class A Principal Balance" as of any Determination Date will be equal
to the sum of the Class A Subclass Principal Balances of the Subclasses of Class
A Certificates as of such date.

The "Class A Non-PO Principal Balance" as of any Determination Date will be
equal to the sum of the Class A Subclass Principal Balances of the Subclasses of
Class A Certificates (other than the Class A-PO Certificates).
The "Class M Principal Balance" as of any Determination Date will be the
lesser of (a) the principal balance of the Class M Certificates on the date of
initial issuance of the Class M Certificates less (i) all amounts previously
distributed to holders of the Class M Certificates in reduction of the principal
balance thereof and (ii) the principal portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses previously allocated to the
holders of the Class M Certificates in the manner described herein under
"-- Subordination of Class M and Class B Certificates -- Allocation of Losses"
and (b) the Adjusted Pool Amount as of the preceding Distribution Date less the
Class A Principal Balance as of such Determination Date.

The "Class B Subclass Principal Balance" of a Subclass of Class B
Certificates as of any Determination Date will be the lesser of (a) the
principal balance of such Subclass on the date of initial issuance of the Class
B Certificates less (i) all amounts previously distributed to holders of such
Subclass in reduction of the principal balance thereof and (ii) the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses previously allocated to the holders of such Subclass in the
manner described under "-- Subordination of Class M and Class B Certificates --
Allocation of Losses" and (b) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of (i) the Class A Principal Balance, (ii) the
Class M Principal Balance and (iii) the Class B Subclass Principal Balances of
the Subclasses of Class B Certificates with lower numerical designations, each
as of such Determination Date.
The "Class B Principal Balance" as of any date will be equal to the sum of
the Class B Subclass Principal Balances of the Subclasses of Class B
Certificates as of such date.

With respect to any Distribution Date, the "Adjusted Pool Amount" will equal
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 amounts received as Periodic Advances, principal prepayments
and Liquidation Proceeds in respect of principal) and distributed to holders of
the Series 199 - Certificates on such Distribution Date and all prior
Distribution Dates and (ii) the principal

S-34
<PAGE>
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.

With respect to any Distribution Date, the "Adjusted Pool Amount (PO
Portion)" will equal the sum as to each Mortgage Loan outstanding at the Cut-Off
Date of the product of (A) the PO Fraction for such Mortgage Loan and (B) the
principal balance of such Mortgage Loan as of the Cut-Off Date less the sum of
(i) all amounts in respect of principal received in respect of such Mortgage
Loan (including amounts received as Periodic Advances, principal prepayments and
Liquidation Proceeds in respect of principal) and distributed to holders of the
Series 199 - Certificates on such Distribution Date and all prior Distribution
Dates and (ii) 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 the month in which such Distribution Date occurs.
The "Net Mortgage Interest Rate" on each Mortgage Loan will be equal to the
Mortgage Interest Rate on such Mortgage Loan as stated in the related mortgage
note minus the sum of (i) the Servicing Fee Rate of % per annum, (ii) the
Master Servicing Fee Rate for such Mortgage Loan and (iii) the Fixed Retained
Yield rate, if any, for such Mortgage Loan. See "Servicing of the Mortgage
Loans -- Fixed Retained Yield; Servicing Compensation and Payment of Expenses"
herein.

When mortgagors prepay principal, or when principal is recovered through
foreclosure sales or other liquidations of defaulted Mortgage Loans, or when
other Unscheduled Principal Receipts occur, a full month's interest for the
month of payment or recovery may not be paid or recovered, resulting in interest
shortfalls to the extent that such payment or recovery is not included in the
distribution to Certificateholders made in the month in which it is received.
Interest shortfalls resulting from principal prepayments in full made by
mortgagors ("Prepayments in Full") are referred to herein as "Prepayment
Interest Shortfalls." The Master Servicer will be obligated, on or before each
Distribution Date, to pay to the Trustee for the benefit of Certificateholders,
from the Master Servicer's own funds (including amounts otherwise payable to the
Master Servicer in respect of such Distribution Date as Master Servicing Fees)
an amount (such amount, "Compensating Interest") equal to the lesser of (i) the
aggregate Prepayment Interest Shortfall with respect to such Distribution Date
and (ii) the lesser of (X) the product of (A) 1/12th of % and (B) the Pool
Scheduled Principal Balance for such Distribution Date and (Y) the Available
Master Servicing Compensation for such Distribution Date.
The "Available Master Servicing Compensation" for any Distribution Date will
be equal to 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
deposited in the Certificate Account (which amount of interest with respect to
Prepayments in Full on the Mortgage Loans serviced by Norwest Mortgage is
expected to be zero unless the Remittance Date for such Mortgage Loans changes
as described below under "Servicing of the Mortgage Loans -- Anticipated Changes
in Servicing") and (c) the aggregate amount of Month End Interest remitted by
the Servicers to the Master Servicer pursuant to the related Underlying
Servicing Agreements. With respect to the Mortgage Loans serviced by Norwest
Mortgage, "Month End Interest" for each Distribution Date will be equal to the
lesser of (i) the aggregate Prepayment Interest Shortfalls with respect to the
Mortgage Loans serviced by Norwest Mortgage and (ii) the product of 1/12th of
% and the aggregate scheduled principal balance (as determined in the
applicable Underlying Servicing Agreement) of the Mortgage Loans serviced by
Norwest Mortgage. With respect to the Mortgage Loans serviced by each Other
Servicer, "Month End Interest" for each Distribution Date will be equal to the
lesser of (i) the sum of the aggregate Prepayment Interest Shortfalls and
aggregate Curtailment Interest Shortfalls with respect to the Mortgage Loans
serviced by such Other Servicer and (ii) the sum of (X) the product of 1/12th of
% and the aggregate scheduled principal balance (as determined in the
applicable Underlying Servicing Agreement) of the Mortgage Loans serviced by
such Other Servicer and (Y) reinvestment earnings on payments received in
respect of the Mortgage Loans or on other amounts on deposit in the related
Servicer Custodial Account pursuant to the related Underlying Servicing
Agreement on such Distribution

S-35
<PAGE>
Date. As described below under "Servicing of the Mortgage Loans -- Anticipated
Changes in Servicing," any or all of the Servicers may be required to begin to
remit to the Master Servicer Unscheduled Principal Receipts in full for deposit
into the Certificate Account daily on a specified business day following receipt
thereof which will generally result in a deposit earlier than on the following
Remittance Date and, in conjunction therewith, may be relieved of its obligation
to remit Month End Interest. Any such change may have an impact on the amount of
Compensating Interest by increasing the amount described in clause (b) of the
definition of Available Master Servicing Compensation and decreasing the amount
described in clause (c) of the definition thereof. No assurance can be given as
to the timing of any such changes or that any such changes will occur.

As to any Distribution Date, Prepayment Interest Shortfalls to the extent
that they exceed Compensating Interest are referred to herein as "Non-Supported
Interest Shortfalls" and will be allocated to (i) the Class A Certificates
(other than the Class A-PO Certificates) according to the percentage obtained by
dividing the then-outstanding Class A Non-PO Principal Balance by the sum of the
then-outstanding Class A Non-PO Principal Balance, Class M Principal Balance and
Class B Principal Balance, (ii) the Class M Certificates according to the
percentage obtained by dividing the then-outstanding Class M Principal Balance
by the sum of the then-outstanding Class A Non-PO Principal Balance, Class M
Principal Balance and Class B Principal Balance and (iii) the Class B
Certificates according to the percentage obtained by dividing the
then-outstanding Class B Principal Balance by the sum of the then-outstanding
Class A Non-PO Principal Balance, Class M Principal Balance and Class B
Principal Balance. Such allocation of the Non-Supported Interest Shortfall will
reduce the amount of interest due to be distributed to holders of the Class A
Certificates then entitled to distributions in respect of interest. Such
allocation of the Non-Supported Interest Shortfall will also reduce the amount
of interest due to be distributed to the holders of the Class M Certificates and
the Class B Certificates. Any such reduction in respect of interest allocated to
the Class A Certificates or Class B Certificates will be allocated among such
Subclasses of Class A or Class B Certificates, as the case may be, pro rata on
the basis of their respective Class A Subclass Interest Accrual Amounts or Class
B Subclass Interest Accrual Amounts, without regard to any reduction pursuant to
this paragraph, for such Distribution Date.
Any interest shortfalls arising from Unscheduled Principal Receipts in full
that are not Prepayments in Full and any interest shortfalls resulting from the
timing of the receipt of partial principal prepayments by mortgagors
("Curtailment Interest Shortfalls") or of other partial Unscheduled Principal
Receipts with respect to the Mortgage Loans will not be offset by Compensating
Interest, but instead will be borne first by the Subclasses of Class B
Certificates in reverse numerical order, second by the Class M Certificates and
then pro rata by the Class A Certificates (other than the Class A-PO
Certificates). See "Description of the Certificates -- Subordination of Class M
and Class B Certificates" herein. After the Cross-Over Date all interest
shortfalls arising from Unscheduled Principal Receipts, other than Prepayment
Interest Shortfalls covered by Compensating Interest, will be treated as
Non-Supported Interest Shortfalls and allocated in reduction of interest accrued
on the Class A Certificates.

The interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses will be allocated among the Class A, Class M
and Class B Certificates pro rata based on the interest accrued on each such
Class and among the Subclasses of Class A Certificates (other than the Class
A-PO Certificates) or Class B Certificates, as the case may be, pro rata on the
basis of their respective Class A Subclass Interest Accrual Amounts or Class B
Subclass Interest Accrual Amounts, without regard to any reduction pursuant to
this paragraph, for such Distribution Date.
Allocations of the interest portion of Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy Losses) first to
the Subclasses of Class B Certificates in reverse numerical order and then to
the Class M Certificates will result from the priority of distributions first to
the holders of the Class A Certificates, second to the holders of the Class M
Certificates and finally to holders of the Subclasses of Class B Certificates in
numerical order of the Pool Distribution Amount as described above under
"Description of the Certificates -- Distributions."

S-36
<PAGE>
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum of the Class A Subclass Interest Accrual Amounts, distributions
in respect of interest to each Subclass of Class A Certificates will equal such
Subclass's Class A Subclass Interest Accrual Amount.

If, on any Distribution Date, the Pool Distribution Amount is less than the
sum of the Class A Subclass Interest Accrual Amounts, the amount of interest
currently distributed on the Class A Certificates will equal the Pool
Distribution Amount and will be allocated among the Subclasses of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with each such Subclass's Class A Subclass Interest Accrual Amount. Amounts so
allocated will be distributed in respect of interest to each such Subclass of
Class A Certificates. Any difference between the portion of the Pool
Distribution Amount distributed in respect of current interest to each such
Subclass of Class A Certificates and the Class A Subclass Interest Accrual
Amount for such Subclass with respect to the related Distribution Date (as to
each Subclass, the "Class A Subclass Interest Shortfall Amount") will be added
to the amount to be distributed on subsequent Distribution Dates to such
Subclass, but only so long as it is outstanding, to the extent that the Pool
Distribution Amount is sufficient therefor. No interest will accrue on the
unpaid Class A Subclass Interest Shortfall Amounts.
On each Distribution Date on which the Pool Distribution Amount exceeds the
sum of the Class A Subclass Interest Accrual Amounts, any excess will then be
allocated first to pay previously unpaid Class A Subclass Interest Shortfall
Amounts. Such amounts will be allocated among the Subclasses of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with the respective unpaid Class A Subclass Interest Shortfall Amounts
immediately prior to such Distribution Date.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum for such Distribution Date of (A) the sum of (i) the sum of the
Class A Subclass Interest Accrual Amounts with respect to the Subclasses of
Class A Certificates, (ii) the sum of the unpaid Class A Subclass Interest
Shortfall Amounts with respect to the Subclasses of Class A Certificates and
(iii) the Class A Non-PO Optimal Principal Amount (collectively with the amounts
described in clauses (i) and (ii), the "Class A Non-PO Optimal Amount"), (B) the
Class A-PO Optimal Principal Amount (collectively with the amount described in
clause (A), the "Class A Optimal Amount") and (C) the Class M Interest Accrual
Amount, distributions in respect of current interest to the Class M Certificates
will equal the Class M Interest Accrual Amount.
If, on any Distribution Date, the Pool Distribution Amount is less than the
sum of (i) the Class A Optimal Amount and (ii) the Class M Interest Accrual
Amount, the amount of current interest distributed on the Class M Certificates
will equal the Pool Distribution Amount minus the amounts distributed to the
Class A Certificates with respect to such Distribution Date. Any difference
between the portion of the Pool Distribution Amount distributed in respect of
current interest to the Class M Certificates and the Class M Interest Accrual
Amount with respect to such Distribution Date (the "Class M Interest Shortfall
Amount") will be added to the amount to be distributed on subsequent
Distribution Dates to the Class M Certificates, but only so long as they are
outstanding, to the extent that the Pool Distribution Amount is sufficient
therefor. No interest will accrue on the unpaid Class M Interest Shortfall
Amount.
Subject to the payment of any Class A-PO Deferred Amount, on each
Distribution Date on which the Pool Distribution Amount exceeds the sum of the
Class A Optimal Amount and the Class M Interest Accrual Amount, any excess will
be allocated first to pay previously unpaid Class M Interest Shortfall Amounts
and then to make distributions in respect of principal on the Class M
Certificates. With respect to each Distribution Date, the "Class M Optimal
Amount" will equal the sum of (i) the Class M Interest Accrual Amount, (ii) the
unpaid Class M Interest Shortfall Amount and (iii) the Class M Optimal Principal
Amount.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum of (i) the Class B Subclass Interest Accrual Amount for a
particular Subclass of Class B Certificates and (ii) all amounts senior in
priority to such Class B Subclass Interest Accrual Amount as set forth in the
Pool

S-37
<PAGE>
Distribution Amount Allocation, the distribution in respect of current interest
to such Subclass of Class B Certificates will equal such Subclass's Class B
Subclass Interest Accrual Amount.

If on any Distribution Date, the Pool Distribution Amount is less than the
sum of (i) the Class B Subclass Interest Accrual Amount for a particular
Subclass of Class B Certificates and (ii) all amounts senior in priority to such
Class B Subclass Interest Accrual Amount based on the priorities in the Pool
Distribution Amount Allocation, the amount of current interest distributed on
such Subclass of Class B Certificates will equal the Pool Distribution Amount
less all amounts senior in priority to such Class B Subclass Interest Accrual
Amount as set forth in the Pool Distribution Amount Allocation. Any difference
between the amount distributed in respect of current interest to such Subclass
of Class B Certificates and the Class B Subclass Interest Accrual Amount for
such Subclass with respect to the related Distribution Date (as to such
Subclass, the "Class B Subclass Interest Shortfall Amount") will be added to the
amount to be distributed on subsequent Distribution Dates to such Subclass, but
only so long as it is outstanding, to the extent the Pool Distribution Amount is
sufficient therefor. No interest will accrue on such Class B Subclass Interest
Shortfall Amount.
For a particular Subclass of Class B Certificates, subject to the payment of
any Class A-PO Deferred Amount, on each Distribution Date on which the Pool
Distribution Amount exceeds the sum of the Class A Optimal Amount, the Class M
Optimal Amount, the Subclass B Optimal Amount for each Subclass of Class B
Certificates with a lower numerical designation and the Class B Subclass
Interest Accrual Amount for such Subclass, any excess will be allocated first to
pay previously unpaid Class B Subclass Interest Shortfall Amounts of such
Subclass and then to make distributions in respect of principal on such
Subclass. With respect to each Distribution Date, the "Subclass B Optimal
Amount" for any Subclass of Class B Certificates will equal the sum of (i) the
Class B Subclass Interest Accrual Amount, (ii) the unpaid Class B Subclass
Interest Shortfall Amounts and (iii) the Subclass B Optimal Principal Amount.
On any Distribution Date on which the Pool Distribution Amount is less than
the Class A Optimal Amount, the Class M Certificates and the Subclasses of Class
B Certificates will not be entitled to any distributions of interest or
principal.

PRINCIPAL (INCLUDING PREPAYMENTS)
The principal balance of a Class A or Class B Certificate of any Subclass or
of any Class M Certificate at any time is equal to the product of the Class A
Subclass Principal Balance or Class B Subclass Principal Balance of such
Subclass or the Class M Principal Balance, as the case may be, and such
Certificate's Percentage Interest, and represents the maximum specified dollar
amount (exclusive of (i) any interest that may accrue on such Class A, Class M
or Class B Certificate and (ii) in the case of the Class A-R Certificate, any
additional amounts to which the holder of such Certificate may be entitled as
described below under "-- Additional Rights of the Class A-R Certificateholder")
to which the holder thereof is entitled from the cash flow on the Mortgage Loans
at such time, and will decline to the extent of distributions in reduction of
the principal balance of, and allocations of losses to, such Certificate. The
approximate initial Class A Subclass Principal Balance or Class B Subclass
Principal Balance of each Subclass of Class A and Offered Class B Certificates
and the approximate initial Class M Principal Balance are set forth on the cover
of this Prospectus Supplement.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A CERTIFICATES (OTHER
THAN THE CLASS A-PO CERTIFICATES)
Distributions in reduction of the principal balance of the Class A
Certificates (other than the Class A-PO Certificates) will be made on each
Distribution Date pursuant to priority THIRD clause (A) of the Pool Distribution
Amount Allocation, in an aggregate amount, (the "Class A Non-PO Principal
Distribution Amount") up to the Class A Non-PO Optimal Principal Amount.

The "Class A Non-PO Optimal Principal Amount" with respect to each
Distribution Date will be an amount equal to the sum for each outstanding
Mortgage Loan (including each defaulted Mortgage Loan,

S-38
<PAGE>
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:

(i)the Class A Percentage of (A) the scheduled payment of principal due on
such Mortgage Loan on the first day of the month in which the
Distribution Date occurs, less (B) if the Bankruptcy Loss Amount is zero,
the principal portion of Debt Service Reductions 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 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, as described under the
heading "Description of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and
(iv)the Class A Percentage of the excess of the unpaid principal balance of
any defective Mortgage Loan for which a Mortgage Loan was substituted
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such substituted Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed advances in respect of such defective Mortgage Loan. See
"The Pooling and Servicing Agreement -- Assignment of the Mortgage Loans
to the Trustee" in the Prospectus.
In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
A Certificates (other than the Class A-PO Certificates), each Subclass of Class
A Certificates, for so long as its principal balance has not been reduced to
zero, will be entitled to its pro rata share of such recovery in an amount up to
the amount by which the Class A Subclass Principal Balance of such Subclass was
reduced as a result of such Realized Loss.
The "Non-PO Fraction" with respect to any Mortgage Loan will equal the Net
Mortgage Interest Rate for such Mortgage Loan divided by %.
The "Scheduled Principal Balance" of a Mortgage Loan as of any Distribution
Date is the unpaid principal balance of such Mortgage Loan as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such schedule by reason of bankruptcy (other than Deficient Valuations),
moratorium or similar waiver or grace period) as of the Due Date occurring in
the month preceding the month in which such Distribution Date occurs, after
giving effect to any principal prepayments or other unscheduled recoveries of
principal previously received, to any partial principal prepayments and
Deficient Valuations occurring prior to such Due Date, to the payment of
principal due on such Due Date irrespective of any delinquency in payment by the
mortgagor and to any Unscheduled Principal Receipts received or applied during
the applicable Unscheduled Principal Receipt Period for the Distribution Date in
the month preceding such Distribution Date.
A "Realized Loss" is any Liquidated Loan Loss (including any Special Hazard
Loss and any Fraud Loss) or any Bankruptcy Loss. A "Liquidated Loan" is a
defaulted Mortgage Loan as to which the Servicer has determined that all
recoverable liquidation and insurance proceeds have been received. A "Liquidated
Loan Loss" on a Liquidated Loan is equal to the excess, if any, of (i) the
unpaid principal balance of such Liquidated Loan, plus accrued interest thereon
in accordance with the amortization schedule at the Net Mortgage Interest Rate
through the last day of the month in which such Mortgage Loan was liquidated,
over (ii) net Liquidation Proceeds. For purposes of calculating the amount of
any Liquidated Loan Loss, all net Liquidation Proceeds (after reimbursement of
any previously unreimbursed Periodic Advance) will be applied first to accrued
interest and then to the unpaid principal balance of the Liquidated Loan. A
"Special Hazard Loss" is (A) a Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss exclusive of (i) any loss covered by
a standard hazard insurance policy or, if the

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<PAGE>
Mortgaged Property is located in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards, a flood
insurance policy, of the types described in the Prospectus under "The Trust
Estates -- Mortgage Loans -- Insurance Policies" and (ii) any loss caused by or
resulting from (a) normal wear and tear, (b) dishonest acts of the Trustee, the
Master Servicer or the Servicer or (c) errors in design, faulty workmanship or
faulty materials, unless the collapse of the property or a part thereof ensues
or (B) a Liquidated Loan Loss arising from or relating to the presence or
suspected presence of hazardous wastes or substances on a Mortgaged Property. A
"Fraud Loss" is a Liquidated Loan Loss incurred on a Liquidated Loan as to which
there was fraud in the origination of such Mortgage Loan. A "Bankruptcy Loss" is
a loss attributable to certain actions which may be taken by a bankruptcy court
in connection with a Mortgage Loan, including a reduction by a bankruptcy court
of the principal balance of or the interest rate on a Mortgage Loan or an
extension of its maturity. A "Debt Service Reduction" means a reduction in the
amount of monthly payments due to certain bankruptcy proceedings, but does not
include any permanent forgiveness of principal. A "Deficient Valuation" with
respect to a Mortgage Loan means a valuation by a court of the Mortgaged
Property in an amount less than the outstanding indebtedness under the Mortgage
Loan or any reduction in the amount of monthly payments that results in a
permanent forgiveness of principal, which valuation or reduction results from a
bankruptcy proceeding.
The "Class A Percentage" for any Distribution Date occurring on or prior to
the Cross-Over Date is the percentage (subject to rounding), which in no event
will exceed 100%, obtained by dividing the Class A Non-PO Principal Balance as
of such date (before taking into account distributions in reduction of principal
balance on such date) by the Pool Balance (Non-PO Portion). The "Pool Balance
(Non-PO Portion)" is the sum for each 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 as of such Distribution Date. The Class
A Percentage for the first Distribution Date will be approximately %. The
Class A Percentage will decrease as a result of the allocation of certain
unscheduled payments in respect of principal according to the Class A Prepayment
Percentage for a specified period to the Class A Certificates (other than the
Class A-PO Certificates) and will increase as a result of the allocation of
Realized Losses to the Class M and Class B Certificates. The Class A Percentage
for each Distribution Date occurring after the Cross-Over Date will be 100%.
The "Class A Prepayment Percentage" for any Distribution Date will be the
percentage indicated below:

<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN CLASS A PREPAYMENT PERCENTAGE
- ------------------------------------------------------ ---------------------------------------------------------
<S> <C>
through ....................... 100%;
through ....................... the Class A Percentage, plus 70% of the Subordinated
Percentage;
through ....................... the Class A Percentage, plus 60% of the Subordinated
Percentage;
through ....................... the Class A Percentage, plus 40% of the Subordinated
Percentage;
through ....................... the Class A Percentage, plus 20% of the Subordinated
Percentage; and
and thereafter........................... the Class A Percentage;
</TABLE>

PROVIDED, HOWEVER, that if on any of the foregoing Distribution Dates the
Class A Percentage exceeds the initial Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date will once again equal 100%. See
"Prepayment and Yield Considerations" herein and in the Prospectus.
Notwithstanding the foregoing, no reduction of the Class A Prepayment Percentage
will occur on any Distribution Date if (i) as of such Distribution Date as to
which any such reduction applies, 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 Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust

S-40
<PAGE>
Estate) is greater than or equal to 50% of the sum of the then-outstanding Class
M Principal Balance and the then-outstanding Class B Principal Balance, or (ii)
for any Distribution Date, cumulative Realized Losses with respect to the
Mortgage Loans exceed the percentages of the principal balance of the
Subordinated Certificates as of the Cut-Off Date (the "Original Subordinated
Principal Balance") indicated below:

<TABLE>
<CAPTION>
PERCENTAGE OF ORIGINAL SUBORDINATED
DISTRIBUTION DATE OCCURRING IN PRINCIPAL BALANCE
- ------------------------------------------------------ -----------------------------------
<S> <C>
through ....................... 30%
through ....................... 35%
through ....................... 40%
through ....................... 45%
and thereafter........................... 50%
</TABLE>

This disproportionate allocation of certain unscheduled payments in respect
of principal will have the effect of accelerating the amortization of the Class
A Certificates (other than the Class A-PO Certificates) while, in the absence of
Realized Losses, increasing the interest in the principal balance of the
Mortgage Loans evidenced by the Class M and Class B Certificates. Increasing the
respective interest of the Class M and Class B Certificates relative to that of
the Class A Certificates (other than the Class A-PO Certificates) is intended to
preserve the availability of the subordination provided by the Class M and Class
B Certificates. See "-- Subordination of Class M and Class B Certificates"
below. The "Subordinated Percentage" for any Distribution Date will be
calculated as the difference between 100% and the Class A Percentage for such
date. The "Subordinated Prepayment Percentage" for any Distribution Date will be
calculated as the difference between 100% and the Class A Prepayment Percentage
for such date. If on any Distribution Date the allocation to the Class A
Certificates (other than the Class A-PO Certificates) of full and partial
principal prepayments and other amounts in the percentage required above would
reduce the outstanding Class A Non-PO Principal Balance below zero, the Class A
Prepayment Percentage for such Distribution Date will be limited to the
percentage necessary to reduce the Class A Non-PO Principal Balance to zero.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A-PO CERTIFICATES
Distributions in reduction of the Class A Subclass Principal Balance of the
Class A-PO Certificates will be made on each Distribution Date in an aggregate
amount equal to the Class A-PO Distribution Amount. The "Class A-PO Distribution
Amount" with respect to any Distribution Date will be equal to the sum of (i)
the amount distributed pursuant to priority THIRD clause (B) of the Pool
Distribution Amount Allocation, in an aggregate amount up to the Class A-PO
Optimal Principal Amount and (ii) the amount distributed pursuant to priority
FOURTH of the Pool Distribution Amount Allocation, in an aggregate amount up to
the Class A-PO Deferred Amount.

The "Class A-PO Optimal Principal Amount" with respect to each Distribution
Date will be an amount equal to 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 PO Fraction for such Mortgage Loan and (B) the
sum of:
(i)the scheduled payment of principal due on such Mortgage Loan on the first
day of the month in which the Distribution Date occurs, less, if the
Bankruptcy Loss Amount is zero, the principal portion of Debt Service
Reductions with respect to such Mortgage Loan,

(ii)all Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt,
(iii)the Scheduled Principal Balance of such Mortgage Loan which, during the
month preceding the month of such Distribution Date was repurchased by
the Seller, as described under the heading

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<PAGE>
"Description of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and

(iv)the excess of the unpaid principal balance of any defective Mortgage
Loan for which a Mortgage Loan was substituted during the month
preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such substituted Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed advances
in respect of such defective Mortgage Loan. See "The Pooling and
Servicing Agreement -- Assignment of Mortgage Loans to the Trustee" in
the Prospectus.
The "Class A-PO Deferred Amount" for any Distribution Date prior to the
Cross-Over Date will equal the difference between (A) the sum of (i) the amount
by which the Class A-PO Optimal Principal Amount for all prior Distribution
Dates exceeds the amounts distributed to the Class A-PO Certificates on such
prior Distribution Dates pursuant to priority THIRD, clause (B) of the Pool
Distribution Amount Allocation, but only to the extent such shortfall is not
attributable to Realized Losses allocated to the Class A-PO Certificates as
described in "-- Subordination of Class M and Class B Certificates --
Allocation of Losses" below and (ii) 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 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 Discount 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 priority FOURTH of the Pool Distribution
Amount Allocation. On or 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.

In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
A-PO Certificates, such Subclass, for so long as its principal balance has not
been reduced to zero, will be entitled to its share of such recovery in an
amount up to the amount by which the Class A Subclass Principal Balance of the
Class A-PO Certificates was reduced as a result of such Realized Loss.
The "PO Fraction" with respect to any Discount Mortgage Loan will equal the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan. The PO
Fraction with respect to each Mortgage Loan that is not a Discount Mortgage Loan
will be zero.
The "Pool Balance (PO Portion)" is the sum for each Discount Mortgage Loan
of the product of the Scheduled Principal Balance of such Discount Mortgage Loan
and the PO Fraction for such Discount Mortgage Loan.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS M AND CLASS B
CERTIFICATES
Distributions in reduction of the principal balance of the Class M
Certificates will be made on each Distribution Date, pursuant to priority
SEVENTH of the Pool Distribution Amount Allocation, in an aggregate amount (the
"Class M Principal Distribution Amount"), up to the Class M Optimal Principal
Amount.
The "Class M Optimal Principal Amount" with respect to each Distribution
Date will be an amount equal to 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:
(i)the Class M Percentage of (A) the scheduled payment of principal due on
such Mortgage Loan on the first day of the month in which the
Distribution Date occurs, less (B) if the Bankruptcy Loss Amount is
zero, the principal portion of Debt Service Reductions with respect to
such Mortgage Loan,

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<PAGE>
(ii)the Class M Prepayment Percentage of all Unscheduled Principal Receipts
that were received by a Servicer with respect to such Mortgage Loan
during the Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt.
(iii)the Class M 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, as described under the
heading "Description of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and

(iv)the Class M Percentage of the excess of the unpaid principal balance of
any defective Mortgage Loan for which a Mortgage Loan was substituted
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such substituted Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed advances in respect of such defective Mortgage Loan. See
"The Pooling and Servicing Agreement -- Assignment of the Mortgage Loans
to the Trustee" in the Prospectus.
Distributions in reduction of the principal balances of the Class B-1 and
Class B-2 Certificates will be made on each Distribution Date, pursuant to
priorities TENTH and THIRTEENTH, respectively, of the Pool Distribution Amount
Allocation, in an aggregate amount with respect to each such Subclass (the
"Class B-1 Principal Distribution Amount" and "Class B-2 Principal Distribution
Amount," respectively) up to the Subclass B Optimal Principal Amount for such
Subclass.
The "Subclass B Optimal Principal Amount" for a particular Subclass of Class
B Certificates with respect to each Distribution Date will be an amount equal to
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:
(i)the Subclass B Percentage for such Subclass of (A) the scheduled payment
of principal due on such Mortgage Loan on the first day of the month in
which the Distribution Date occurs, less (B) if the Bankruptcy Loss
Amount is zero, the principal portion of Debt Service Reductions with
respect to such Mortgage Loan,
(ii)the Subclass B Prepayment Percentage for such Subclass of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt.
(iii)the Subclass B Prepayment Percentage for such Subclass 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, as described under the heading "Description of the Mortgage
Loans -- Mandatory Repurchase or Substitution of Mortgage Loans"
herein, and
(iv)the Subclass B Percentage for such Subclass of the excess of the unpaid
principal balance of any defective Mortgage Loan for which a Mortgage
Loan was substituted during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
substituted Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed advances in respect of such defective
Mortgage Loan. See "The Pooling and Servicing Agreement -- Assignment of
the Mortgage Loans to the Trustee" in the Prospectus.
The principal distribution to the holders of Class M Certificates or a
Subclass of Class B Certificates will be reduced on any Distribution Date on
which (i) the principal balance of the Class M Certificates or such Subclass of
Class B Certificates on the following Determination Date would be reduced to
zero as a result of principal distributions or allocation of losses and (ii) the
principal balance of any Class A Certificates, and in the case of a Subclass of
Class B Certificates, the principal balances of the Class M Certificates or any
Subclass of Class B Certificates with a lower numerical designation, would be
subject to reduction on such Determination Date as a result of allocation of
Realized Losses (other than Excess Bankruptcy Losses, Excess Fraud Losses and
Excess Special Hazard Losses). The amount of any such reduction in the principal

S-43
<PAGE>
distributed to the holders of Class M Certificates or such Subclass of Class B
Certificates will instead be distributed pro rata to the holders of any Subclass
(other than the Class A-PO Certificates) and Class senior in priority to receive
distributions in accordance with the Pool Distribution Amount Allocation.
In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
M Certificates or any Subclass of Class B Certificates, the Class M Certificates
or such Subclass, for so long as the principal balance of such Class or Subclass
has not been reduced to zero, will be entitled to their pro rata share of such
recovery up to the
amount by which the Class M Principal Balance or Class B Subclass Principal
Balance was reduced as a result of such Realized Loss.

The "Class M Percentage" and "Class M Prepayment Percentage" for any
Distribution Date will equal that portion of the Subordinated Percentage and
Subordinated Prepayment Percentage, as the case may be, represented by the
fraction the numerator of which is the then-outstanding Class M Principal
Balance and the denominator of which is the sum of the Class M Principal Balance
and, if any of the Subclasses of the Class B Certificates are entitled to
principal distributions for such Distribution Date as described below, the Class
B Subclass Principal Balances of the Subclasses entitled to principal
distributions.
The "Subclass B Percentage" and "Subclass B Prepayment Percentage" for a
Subclass of Class B Certificates will equal the portion of the Subordinated
Percentage and Subordinated Prepayment Percentage, as the case may be,
represented by the fraction, the numerator of which is the then-outstanding
Class B Subclass Principal Balance for such Subclass of Class B Certificates and
the denominator of which is the sum of the Class M Principal Balance and the
Class B Subclass Principal Balances of the Subclasses entitled to principal
distributions for such Distribution Date as described below. In the event that a
Subclass of Class B Certificates is not entitled to principal distributions for
such Distribution Date, the Subclass B Percentage and Subclass B Prepayment
Percentage for such Subclass will both be 0% with respect to such Distribution
Date.
In the event that on any Distribution Date, the Current Class M Fractional
Interest is less than the Original Class M Fractional Interest, then the Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates will not be
entitled to distributions in respect of principal and the Class B Subclass
Principal Balances thereof will not be used to determine the Class M Percentage
and Class M Prepayment Percentage for such Distribution Date. For such
Distribution Date, the Class M Percentage and Class M Prepayment Percentage will
equal the Subordinated Percentage and the Subordinated Prepayment Percentage,
respectively. In the event that the Current Class M Fractional Interest equals
or exceeds the Original Class M Fractional Interest but the Current Class B-1
Fractional Interest is less than the Original Class B-1 Fractional Interest, the
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates will not be entitled
to distributions in respect of principal and the Class B Subclass Principal
Balances of such Subclasses will not be used to determine the Class M
Percentage, the Class M Prepayment Percentage, the Subclass B Percentage for the
Class B-1 Certificates and the Subclass B Prepayment Percentage for the Class
B-1 Certificates for such Distribution Date. In the event that each of the
Current Class M Fractional Interest and the Current Class B-1 Fractional
Interest equals or exceeds the Original Class M Fractional Interest and the
Original Class B-1 Fractional Interest, respectively, but the Current Class B-2
Fractional Interest is less than the Original Class B-2 Fractional Interest, the
Class B-3, Class B-4 and Class B-5 Certificates will not be entitled to
distributions in respect of principal and the Class B Subclass Principal
Balances of such Subclasses will not be used to determine the Class M
Percentage, the Class M Prepayment Percentage, the Subclass B Percentages for
the Subclasses of Class B Certificates with lower numerical designations and the
Subclass B Prepayment Percentages for the Subclasses of Class B Certificates
with lower numerical designations for such Distribution Date. In the event that
each of the Current Class M Fractional Interest, the Current Class B-1
Fractional Interest and the Current Class B-2 Fractional Interest equals or
exceeds the Original Class M Fractional Interest, the Original Class B-1
Fractional Interest and the Original Class B-2 Fractional Interest,
respectively, but the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest, the Class B-4 and Class B-5 Certificates
will not be entitled to distributions in respect of principal and the Class B
Subclass Principal Balances of such Subclasses will not be used to determine the
Class M Percentage, the Class M Prepayment Percentage, the Subclass B
Percentages for the Subclasses of Class B Certificates with lower numerical
designations and the Subclass B Prepayment Percentages for the Subclasses

S-44
<PAGE>
of Class B Certificates with lower numerical designations for such Distribution
Date. In the event that each of the Current Class M Fractional Interest, the
Current Class B-1 Fractional Interest, the Current Class B-2 Fractional Interest
and the Current Class B-3 Fractional Interest equals or exceeds the Original
Class M Fractional Interest, the Original Class B-1 Fractional Interest, the
Original Class B-2 Fractional Interest and the Original Class B-3 Fractional
Interest, respectively, but the Current Class B-4 Fractional Interest is less
than the Original Class B-4 Fractional Interest, the Class B-5 Certificates will
not be entitled to distributions in respect of principal and the Class B
Subclass Principal Balance of such Subclass will not be used to determine the
Class M Percentage, the Class M Prepayment Percentage, the Subclass B
Percentages for the Subclasses of Class B Certificates with lower numerical
designations and the Subclass B Prepayment Percentages for the Subclasses of
Class B Certificates with lower numerical designations for such Distribution
Date. The Class B-5 Certificates will not have original or current fractional
interests which are required to be maintained as described above.
The "Original Class M Fractional Interest" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates by the sum of
the initial Class A Non-PO Principal Balance, initial Class M Principal Balance
and initial Class B Principal Balance. The Original Class M Fractional Interest
is expected to be approximately %. The "Current Class M Fractional Interest"
for any Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-1, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates by the sum of the
then-outstanding Class A Non-PO Principal Balance, the Class M Principal Balance
and the Class B Principal Balance.
The "Original Class B-1 Fractional Interest" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates by the sum of the initial
Class A Non-PO Principal Balance, initial Class M Principal Balance and initial
Class B Principal Balance. The Original Class B-1 Fractional Interest is
expected to be approximately %. The "Current Class B-1 Fractional Interest"
for any Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates by the sum of the then-outstanding
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
The "Original Class B-2 Fractional Interest" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-3, Class B-4 and Class B-5 Certificates by the sum of the initial Class A
Non-PO Principal Balance, initial Class M Principal Balance and initial Class B
Principal Balance. The Original Class B-2 Fractional Interest is expected to be
approximately %. The "Current Class B-2 Fractional Interest" for any
Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the then-outstanding Class A Non-PO
Principal Balance, the Class M Principal Balance and the Class B Principal
Balance.
The "Original Class B-3 Fractional Interest" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-4 and Class B-5 Certificates by the sum of the initial Class A Non-PO
Principal Balance, initial Class M Principal Balance and initial Class B
Principal Balance. The Original Class B-3 Fractional Interest is expected to be
approximately %. The "Current Class B-3 Fractional Interest" for any
Distribution Date is the percentage obtained by dividing the sum of the then-
outstanding Class B Subclass Principal Balances of the Class B-4 and Class B-5
Certificates by the sum of the then-outstanding Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance.
The "Original Class B-4 Fractional Interest" is the percentage obtained by
dividing the initial Class B Subclass Principal Balance of the Class B-5
Certificates by the sum of the initial Class A Non-PO Principal Balance, initial
Class M Principal Balance and initial Class B Principal Balance. The Original
Class B-4 Fractional Interest is expected to be approximately %. The "Current
Class B-4 Fractional Interest" for any Distribution Date is the percentage
obtained by dividing the then-outstanding Class B Subclass Principal Balance of
the Class B-5 Certificates by the sum of the then-outstanding Class A Non-PO
Principal Balance, the Class M Principal Balance and the Class B Principal
Balance.

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<PAGE>
ALLOCATION OF AMOUNT TO BE DISTRIBUTED
On each Distribution Date prior to the Cross-Over Date, the Class A Non-PO
Principal Distribution Amount will be allocated among and distributed in
reduction of the Class A Subclass Principal Balances (other than the Class A
Subclass Principal Balance of the Class A-PO Certificates) as follows:
[INSERT DISTRIBUTION PRIORITIES]
As used above, the "PAC Principal Amount" for any Distribution Date and for
any Subclass of PAC Certificates means the amount, if any, that would reduce the
Class A Subclass Principal Balance of such Subclass to the percentage of its
initial Class A Subclass Principal Balance shown in the following tables with
respect to such Distribution Date.
Notwithstanding the foregoing, on each Distribution Date occurring on or
after the Cross-Over Date, the Class A Non-PO Distribution Amount will be
distributed among the Subclasses of Class A Certificates (other than the Class
A-PO Certificates) pro rata in accordance with their respective outstanding
Class A Subclass Principal Balances without regard to either the proportions or
the priorities set forth above.
Any amounts distributed on a Distribution Date to the holders of Class A
Certificates of any Subclass in reduction of principal balance will be allocated
among the holders of Class A Certificates of such Subclass pro rata in
accordance with their respective Percentage Interests.
Amounts distributed on any Distribution Date to the holders of the Class M
and Offered Class B Certificates in reduction of principal balance will be
allocated among the holders of each such Class or Subclass pro rata in
accordance with their respective Percentage Interests.
The following tables set forth for each Distribution Date the planned Class
A Subclass Principal Balances for each Subclass of PAC Certificates expressed as
a percentage of the initial Class A Subclass Principal Balance of each such
Subclass.
PLANNED CLASS A SUBCLASS PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL CLASS A SUBCLASS PRINCIPAL BALANCE

<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
INITIAL CLASS A INITIAL CLASS A
SUBCLASS SUBCLASS
DISTRIBUTION PRINCIPAL DISTRIBUTION PRINCIPAL
DATE BALANCE DATE BALANCE
- -------------------- ---------------- ------------------ ----------------
<S> <C> <C> <C>
</TABLE>

PRINCIPAL PAYMENT CHARACTERISTICS OF THE PAC CERTIFICATES AND THE COMPANION
CERTIFICATES
The percentages of the initial Class A Subclass Principal Balances of the
Subclasses of PAC Certificates set forth in the preceding tables were calculated
using the Structuring Assumptions. Based on such assumptions, the Class A
Subclass Principal Balance of each Subclass of PAC Certificates would be reduced
to the percentage of its initial Class A Subclass Principal Balance indicated in
the preceding tables for each Distribution Date if prepayments on the Mortgage
Loans occur at any constant rate between approximately % SPA (as defined
herein under "Prepayment and Yield

S-46
<PAGE>
Considerations") and approximately % SPA. However, IT IS HIGHLY UNLIKELY THAT
PRINCIPAL PREPAYMENTS ON THE MORTGAGE LOANS WILL OCCUR AT ANY CONSTANT RATE OR
THAT THE MORTGAGE LOANS WILL PREPAY AT THE SAME RATE. In addition, even if
principal prepayments were to occur at a constant rate, there may be differences
between the characteristics of the mortgage loans ultimately included in the
Trust Estate and the Mortgage Loans which are expected to be included, as
described herein. Therefore, there can be no assurance that the Class A Subclass
Principal Balance of any Subclass of PAC Certificates, after the application of
the distributions to be made on any Distribution Date, will be equal to the
applicable percentage of the initial Class A Subclass Principal Balance for such
Distribution Date specified in the preceding tables.
The weighted average lives of the Subclasses of PAC Certificates will vary
under different prepayment scenarios. To the extent that principal prepayments
occur at a CONSTANT rate that is slower than approximately % SPA with respect
to the PAC Certificates, the Class A Non-PO Principal Distribution Amount on
each Distribution Date may be insufficient to make distributions in reduction of
the principal balances of one or more Subclasses of PAC Certificates in amounts
that would reduce their principal balances to their respective planned principal
balances for such Distribution Date. The weighted average lives of the
Subclasses of PAC Certificates may therefore be extended, as illustrated by the
tables beginning on page S- .
To the extent that such principal prepayments occur at a CONSTANT rate that
is higher than approximately % SPA with respect to the PAC Certificates, the
weighted average lives of the Subclasses of PAC Certificates may be shortened,
as illustrated by the tables beginning on page S- .
Because any Excess Principal Payments for any Distribution Date will be
distributed to Certificateholders on such Distribution Date, the ability to
distribute the PAC Principal Amounts on any Distribution Date will not be
enhanced by the averaging of high and low principal prepayment rates on the
Mortgage Loans over several Distribution Dates, as might be the case if any such
Excess Principal Payments were held for future applications and not distributed
monthly. There is no assurance that, with respect to the Class A Principal
Amount (i) distributions in reduction of the Class A Subclass Principal Balance
of any Subclass of PAC Certificates will not commence significantly earlier than
the first Distribution Date shown in the preceding tables relating to such
Subclass, (ii) distributions in reduction of the Class A Subclass Principal
Balance of any Subclass of PAC Certificates will not commence significantly
later than the first Distribution Date shown in the preceding tables relating to
such Subclass or (iii) the Class A Subclass Principal Balance of any Subclass of
PAC Certificates will not be reduced to zero significantly earlier or
significantly later than the last Distribution Date shown in the preceding
tables.
The extent to which the planned principal balances will be achieved and the
sensitivity of the PAC Certificates to principal prepayments on the Mortgage
Loans will depend, in part, upon the period of time during which the Companion
Certificates remain outstanding. On each Distribution Date, the excess of the
portion of the Class A Non-PO Principal Distribution Amount available to make
distributions of principal to the PAC Certificates over the PAC Principal
Amounts ("Excess Principal Payment") for such Distribution Date will be
distributed to the Companion Certificates before being distributed to the PAC
Certificates, in accordance with the proportions and priorities set forth above
under "-- Allocation of Amount to be Distributed." This is intended to decrease
the likelihood that the principal balances of the PAC Certificates will be
reduced below their planned principal balances on a given Distribution Date. As
such, and in accordance with the priorities described above, the Companion
Certificates support the PAC Certificates. However, under certain relatively
fast prepayment scenarios, the PAC Certificates may continue to be outstanding
when the Companion Certificates are no longer outstanding. Under such
circumstances, all Excess Principal Payments will be applied to the PAC
Certificates and in accordance with the priorities described herein. Thus, when
the principal balance of the Companion Certificates has been reduced to zero,
any Subclasses of PAC Certificates then outstanding will, in accordance with the
proportions and priorities set forth above, become more sensitive to the rate of
prepayment on the Mortgage Loans as such Subclasses will

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<PAGE>
receive all Excess Principal Payments until the principal balances of the PAC
Certificates have been reduced to zero. Conversely, under certain relatively
slow prepayment scenarios, the portion of the Class A Non-PO Principal
Distribution Amount available to make distributions of principal to the PAC
Certificates may not be sufficient to pay the PAC Principal Amounts for the PAC
Certificates on a given Distribution Date. In such cases, the portion of the
Class A Non-PO Principal Distribution Amount available to make distributions of
principal to the PAC Certificates for each subsequent Distribution Date will be
applied in accordance with the priorities described herein such that the
Companion Certificates will not receive any distributions in reduction of their
principal balance until the outstanding principal balances of the PAC
Certificates have reached their respective planned principal balances for such
Distribution Date. As a result, the weighted average life of any Subclass of PAC
Certificates may be extended if such Subclass does not receive its PAC Principal
Amount on a Distribution Date.
THE WEIGHTED AVERAGE LIFE OF THE COMPANION CERTIFICATES WILL BE MORE
SENSITIVE THAN THE OTHER SUBCLASSES OF CLASS A CERTIFICATES TO THE RATE OF
PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS. See
"Prepayment and Yield Considerations" herein.
ADDITIONAL RIGHTS OF THE CLASS A-R CERTIFICATEHOLDER
The Class A-R Certificate will remain outstanding for as long as the Trust
Estate shall exist, whether or not such Subclass is receiving current
distributions of principal or interest. The holder of the Class A-R Certificate
will be entitled to receive the proceeds of the remaining assets of the Trust
Estate, if any, on the final Distribution Date for the Series 199 -
Certificates, after distributions in respect of any accrued but unpaid interest
on the Series 199 - Certificates and after distributions in reduction of
principal balance have reduced the principal balances of the Series 199 -
Certificates to zero. It is not anticipated that there will be any assets
remaining in the Trust Estate on the final Distribution Date following the
distributions of interest and in reduction of principal balance made on the
Series 199 - Certificates on such date.
In addition, the Class A-R Certificateholder will be entitled on each
Distribution Date to receive any Pool Distribution Amount remaining after all
distributions pursuant to the Pool Distribution Amount Allocation have been made
and any Net Foreclosure Profits. "Net Foreclosure Profits" means, with respect
to any Distribution Date, the excess, if any, of (i) the aggregate profits on
Liquidated Loans in the related period with respect to which net Liquidation
Proceeds exceed the unpaid principal balance thereof plus accrued interest
thereon at the Mortgage Interest Rate over (ii) the aggregate Realized Losses on
Liquidated Loans in the related period with respect to which net Liquidation
Proceeds are less than the unpaid principal balance thereof plus accrued
interest thereon at the Mortgage Interest Rate. It is not anticipated that there
will be any such Net Foreclosure Profits or undistributed portion of the Pool
Distribution Amounts.
PERIODIC ADVANCES
If, on any Determination Date, payments of principal and interest due on any
Mortgage Loan in the Trust Estate on the related Due Date have not been
received, the Servicer of the Mortgage Loan will, in certain circumstances, be
required to advance on or before the related Distribution Date for the benefit
of holders of the Series 199 - Certificates an amount in cash equal to all
delinquent payments of principal and interest due on each Mortgage Loan in the
Trust Estate (with interest adjusted to the applicable Net Mortgage Interest
Rate) not previously advanced, but only to the extent that such Servicer
believes that such amounts will be recoverable by it from liquidation proceeds
or other recoveries in respect of the related Mortgage Loan (each, a "Periodic
Advance"). Upon a Servicer's failure to make a required Periodic Advance, the
Trustee, if such Servicer is Norwest Mortgage, or the Master Servicer, if such
Servicer is not Norwest Mortgage, will be required to make such Periodic
Advance.
The Underlying Servicing Agreements and the Pooling and Servicing Agreement
provide that any advance of the kind described in the preceding paragraph may be
reimbursed to the related Servicer or

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<PAGE>
the Master Servicer or the Trustee, as applicable, at any time from funds
available in the Servicer Custodial Account or the Certificate Account, as the
case may be, to the extent that (i) such funds represent receipts on, or
liquidation, insurance, purchase or repurchase proceeds in respect of, the
Mortgage Loans to which the advance relates or (ii) the Servicer, the Master
Servicer or Trustee, as applicable, has determined in good faith that the
advancing party will be unable to recover such advance from funds of the type
referred to in clause (i) above.
[FOR SERIES WITH A FINANCIAL GUARANTY INSURANCE POLICY:
FINANCIAL SECURITY ASSURANCE INC.
GENERAL. Financial Security Assurance Inc. ("Financial Security") is a
monoline insurance company incorporated in 1984 under the laws of the State of
New York. Financial Security is licensed to engage in financial guaranty
insurance business in all 50 states, the District of Columbia and Puerto Rico.
Financial Security and its subsidiaries are engaged in the business of
writing financial guaranty insurance, principally in respect of securities
offered in domestic and foreign markets. In general, financial guaranty
insurance consists of the issuance of a guaranty of scheduled payments of an
issuer's securities -- thereby enhancing the credit rating of those securities
- -- in consideration for the payment of a premium to the insurer. Financial
Security and its subsidiaries principally insure asset-backed, collateralized
and municipal securities. Asset-backed securities are generally supported by
residential mortgage loans, consumer or trade receivables, securities or other
assets having an ascertainable cash flow or market value. Collateralized
securities include public utility first mortgage bonds and sale/leaseback
obligation bonds. Municipal securities consist largely of general obligation
bonds, special revenue bonds and other special obligations of state and local
governments. Financial Security insures both newly issued securities sold in the
primary market and outstanding securities sold in the secondary market that
satisfy Financial Security's underwriting criteria.
Financial Security is a wholly owned subsidiary of Financial Security
Assurance Holdings Ltd. ("Holdings"), a New York Stock Exchange listed company.
Major shareholders of Holdings include Fund American Enterprises Holdings, Inc.,
US WEST Capital Corporation and The Tokio Marine and Fire Insurance Co., Ltd. No
shareholder of Holdings is obligated to pay any debt of Financial Security or
any claim under any insurance policy issued by Financial Security or to make any
additional contribution to the capital of Financial Security.
The principal executive offices of Financial Security are located at 350
Park Avenue, New York, New York, 10022, and its telephone number at that
location is (212) 826-0100.
REINSURANCE. Pursuant to an intercompany agreement, liabilities on
financial guaranty insurance written or reinsured from third parties by
Financial Security or any of its domestic operating insurance company
subsidiaries are reinsured among such companies on an agreed-upon percentage
substantially proportional to their respective capital, surplus and reserves,
subject to applicable statutory risk limitations. In addition, Financial
Security reinsures a portion of its liabilities under certain of its financial
guaranty insurance policies with other reinsurers under various quota share
treaties and on a transaction-by-transaction basis. Such reinsurance is utilized
by Financial Security as a risk management device and to comply with certain
statutory and rating agency requirements; it does not alter or limit Financial
Security's obligations under any financial guaranty insurance policy.
RATING OF CLAIMS-PAYING ABILITY. Financial Security's claims-paying ability
is rated "'Aaa" by Moody's and "AAA" by S&P, Nippon Investors Services Inc. and
Standard & Poor's (Australia) Pty. Ltd. Such ratings reflect only the views of
the respective rating agencies, are not recommendations to buy, sell or hold
securities and are subject to revision or withdrawal at any time by such rating
agencies.

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<PAGE>
CAPITALIZATION. The following table sets forth the capitalization of
Financial Security and its wholly owned subsidiaries on the basis of generally
accepted accounting principles as of September 30, 1996 (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
------------------
(UNAUDITED)
<S> <C>
Deferred Premium Revenue (net of prepaid reinsurance premiums)...................... $ 358,145
------------------
Shareholder's Equity:
Common Stock...................................................................... 15,000
Additional Paid-In Capital........................................................ 666,470
Unrealized Gain on Investments (net of deferred income taxes)..................... 2,482
Accumulated Earnings.............................................................. 111,231
------------------
Total Shareholder's Equity.......................................................... $ 795,183
------------------
Total Deferred Premium Revenue and Shareholder's Equity............................. $ 1,153,328
------------------
------------------
</TABLE>

For further information concerning Financial Security, see the Consolidated
Financial Statements of Financial Security and Subsidiaries, and the notes
thereto, incorporated by reference herein. Copies of the statutory quarterly and
annual statements filed with the State of New York Insurance Department by
Financial Security are available upon request to the State of New York Insurance
Department.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The consolidated financial
statements of Financial Security and Subsidiaries for the year ended December
31, 1995 included as an exhibit to the Annual Report on Form 10-K for the year
ended December 31, 1995 and the unaudited financial statements of Financial
Security for the nine month period ended September 30, 1996 included as an
exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, each of which has been filed with the Securities and Exchange Commission
by Holdings, are hereby incorporated by reference in this Prospectus Supplement.
All financial statements of Financial Security and Subsidiaries included in
documents filed by Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to
the date of this Prospectus Supplement and prior to the termination of the
offering of the Certificates shall be deemed to be incorporated by reference
into this Prospectus Supplement and to be part hereof from the respective dates
of filing such document.
INSURANCE REGULATION. Financial Security is licensed and subject to
regulation as a financial guaranty insurance corporation under the laws of the
State of New York, its state of domicile. In addition, Financial Security and
its insurance subsidiaries are subject to regulation by insurance laws of the
various other jurisdictions in which they are licensed to do business. As a
financial guaranty insurance corporation licensed to do business in the State of
New York, Financial Security is subject to Article 69 of the New York Insurance
Law which, among other things, limits the business of each such insurer to
financial guaranty insurance and related lines, requires that each such insurer
maintain a minimum surplus to policyholders, establishes contingency, loss and
unearned premium reserve requirements for each such insurer, and limits the size
of individual transactions ("single risks") and the volume of transactions
("aggregate risks") that may be underwritten by each such insurer. Other
provisions of the New York Insurance Law, applicable to non-life insurance
companies such as Financial Security, regulate, among other things, permitted
investments, payment of dividends, transactions with affiliates, mergers,
consolidations, acquisitions or sales of assets and incurrence of liability for
borrowings.]
RESTRICTIONS ON TRANSFER OF THE CLASS A-R, CLASS M AND OFFERED CLASS B
CERTIFICATES
The Class A-R Certificate will be subject to the following restrictions on
transfer, and the Class A-R Certificate will contain a legend describing such
restrictions.

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<PAGE>
The REMIC provisions of the Code impose certain taxes on (i) transferors of
residual interests to, or agents that acquire residual interests on behalf of,
Disqualified Organizations and (ii) certain Pass-Through Entities (as defined in
the Prospectus) that have Disqualified Organizations as beneficial owners. No
tax will be imposed on a Pass-Through Entity with respect to the Class A-R
Certificate to the extent it has received an affidavit from the owner thereof
that such owner is not a Disqualified Organization or a nominee for a
Disqualified Organization. The Pooling and Servicing Agreement will provide that
no legal or beneficial interest in the Class A-R Certificate may be transferred
to or registered in the name of any person unless (i) the proposed purchaser
provides to the Trustee an affidavit (or, to the extent acceptable to the
Trustee, a representation letter signed under penalty of perjury) to the effect
that, among other items, such transferee is not a Disqualified Organization (as
defined in the Prospectus) and is not purchasing the Class A-R Certificate as an
agent for a Disqualified Organization (I.E., as a broker, nominee, or other
middleman thereof) and (ii) the transferor states in writing to the Trustee that
it has no actual knowledge that such affidavit is false. Further, such affidavit
or letter requires the transferee to affirm that it (i) historically has paid
its debts as they have come due and intends to do so in the future, (ii)
understands that it may incur tax liabilities with respect to the Class A-R
Certificate in excess of cash flows generated thereby, (iii) intends to pay
taxes associated with holding the Class A-R Certificate as such taxes become due
and (iv) will not transfer the Class A-R Certificate to any person or entity
that does not provide a similar affidavit (or letter). The transferor must
certify in writing to the Trustee that, as of the date of the transfer, it had
no knowledge or reason to know that the affirmations made by the transferee
pursuant to the preceding sentence were false.
In addition, the Class A-R Certificate may not be purchased by or
transferred to any person that is not a "U.S. Person," unless (i) such person
holds such Class A-R Certificate in connection with the conduct of a trade or
business within the United States and furnishes the transferor and the Trustee
with an effective Internal Revenue Service Form 4224 or (ii) the transferee
delivers to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that such transfer 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. The term "U.S. Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
an estate that is subject to United States federal income tax regardless of the
source of its income, or a trust if (A) for taxable years beginning after
December 31, 1996 (or for taxable years ending after August 20, 1996, if the
trustee has made an applicable election), a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more United States fiduciaries have the authority to control all
substantial decisions of such trust or (B) for all other taxable years, such
trust is subject to United States federal income tax regardless of the source of
its income.
The Pooling and Servicing Agreement will provide that any attempted or
purported transfer in violation of these transfer restrictions will be null and
void and will vest no rights in any purported transferee. Any transferor or
agent to whom the Trustee provides information as to any applicable tax imposed
on such transferor or agent may be required to bear the cost of computing or
providing such information. See "Certain Federal Income Tax Consequences --
Federal Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates"
in the Prospectus.
THE CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO A PLAN.
See "ERISA Considerations" herein and in the Prospectus.
Because the Class M and Offered Class B Certificates are subordinated to the
Class A Certificates, the Class M and Offered Class B Certificates may not be
transferred unless the transferee has delivered (i) a representation letter to
the Trustee and the Seller 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

S-51
<PAGE>
(b) subject to the conditions described herein, that the source of funds used to
purchase the Class M or Offered Class B Certificates is an "insurance company
general account" or (ii) an opinion of counsel as described herein under "ERISA
Considerations." See "ERISA Considerations" herein and in the Prospectus.
REPORTS
In addition to the applicable information specified in the Prospectus, the
Master Servicer will include in the statement delivered to holders of Class A,
Class M and Class B Certificates with respect to each Distribution Date the
following information: (i) the amount of such distribution allocable to
interest, the amount of interest currently distributable to each Subclass of
Class A and Class B Certificates and to the Class M Certificates, any Class A
Subclass Interest Shortfall Amount or Class B Subclass Interest Shortfall Amount
arising with respect to each Subclass or any Class M Interest Shortfall Amount
on such Distribution Date, any remaining unpaid Class A Subclass Interest
Shortfall Amount or Class B Subclass Interest Shortfall Amount with respect to
each Subclass, or any remaining unpaid Class M Interest Shortfall Amount, after
giving effect to such distribution and any Non-Supported Interest Shortfall or
the interest portion of Realized Losses allocable to such Subclass or Class with
respect to such Distribution Date, (ii) the amount of such distribution
allocable to principal, (iii) the Class A Non-PO Principal Balance, the Class M
Principal Balance, the Class B Principal Balance, the Class A Subclass Principal
Balance of each Subclass of Class A Certificates and the Class B Subclass
Principal Balance of each Subclass of Class B Certificates in each case after
giving effect to the distribution of principal and the allocation of the
principal portion of Realized Losses to such Subclass or Class with respect to
such Distribution Date, (iv) the Adjusted Pool Amount, the Adjusted Pool Amount
(PO Portion) and the Pool Scheduled Principal Balance of the Mortgage Loans and
the aggregate Scheduled Principal Balance of the Discount Mortgage Loans for
such Distribution Date, (v) the Class A Percentage, Class M Percentage and
Subclass B Percentage of each Subclass of Class B Certificates 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 that are applied during such Unscheduled Principal
Receipt Period), and (vi) the amount of the remaining Special Hazard Loss
Amount, the Fraud Loss Amount and the Bankruptcy Loss Amount as of the close of
business on such Distribution Date. See "Servicing of the Mortgage
Loans -- Reports to Certificateholders" in the Prospectus.
Copies of the foregoing reports are available upon written request to the
Trustee at its corporate trust office. See "Pooling and Servicing Agreement --
Trustee" herein.
SUBORDINATION OF CLASS M AND CLASS B CERTIFICATES
The rights of the holders of the Class M Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Class A Certificates, the
rights of the holders of the Class B Certificates to receive distributions with
respect to the Mortgage Loans in the Trust Estate will be subordinated to such
rights of the holders of the Class A Certificates and the Class M Certificates
and the rights of the holders of the Subclasses of Class B Certificates with
higher numerical designations to receive distributions with respect to the
Mortgage Loans in the Trust Estate will be subordinated to such rights of the
holders of Subclasses of Class B Certificates with lower numerical designations,
all to the extent described below. This subordination is intended to enhance the
likelihood of timely receipt by the holders of the Class A Certificates (to the
extent of the subordination of the Class M and Class B Certificates), the
holders of the Class M Certificates (to the extent of the subordination of the
Class B Certificates) and the holders of a Subclass of Class B Certificates (to
the extent of the subordination of Subclasses of Class B Certificates with
higher numerical designations) of the full amount of their scheduled monthly
payments of interest and principal and to afford the holders of the Class A
Certificates (to the extent of the subordination of the Class M and Class B
Certificates), the holders of the Class M Certificates (to the extent of the
subordination of the Class B Certificates) and the holders of the Subclasses of
Class B Certificates (to the extent of the subordination of Subclasses of Class
B Certificates with higher

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<PAGE>
numerical designations) protection against Realized Losses, as more fully
described below. If Realized Losses exceed the credit support provided through
subordination to the Class A Certificates, the Class M Certificates or a
Subclass of Class B Certificates or if Excess Special Hazard Losses, Excess
Fraud Losses or Excess Bankruptcy Losses occur, all or a portion of such losses
will be borne by the Class A Certificates, the Class M Certificates or such
Subclass of Class B Certificates.
The protection afforded to the holders of Class A Certificates by means of
the subordination feature will be accomplished by the preferential right of such
holders to receive, prior to any distribution being made on a Distribution Date
in respect of the Class M and Class B Certificates, the amounts of principal and
interest due the Class A Certificateholders on each Distribution Date out of the
Pool Distribution Amount with respect to such date and, if necessary, by the
right of such holders to receive future distributions on the Mortgage Loans that
would otherwise have been payable to the holders of Class M and Class B
Certificates. The application of this subordination to cover Realized Losses
experienced in periods prior to the periods in which a Subclass of Class A
Certificates is entitled to distributions in reduction of principal balance will
decrease the protection provided by the subordination to any such Subclass.
The protection afforded to the holders of Class M Certificates by means of
the subordination feature will be accomplished by the preferential right of such
holders to receive, prior to any distribution being made on a Distribution Date
in respect of the Class B Certificates, the amounts of principal (other than any
amount used to pay the Class A-PO Deferred Amount) and interest due the Class M
Certificateholders on each Distribution Date from the Pool Distribution Amount
with respect to such date (after all required payments on the Class A
Certificates have been made) and, if necessary, by the right of such holders to
receive future distributions on the Mortgage Loans that would otherwise have
been payable to the holders of the Class B Certificates.
A Subclass of Class B Certificates will be entitled, on each Distribution
Date, to the remaining portion, if any, of the applicable Pool Distribution
Amount, after payment of the Class A Optimal Amount, the Class A-PO Deferred
Amount, the Class M Optimal Amount and the Subclass B Optimal Amount of each
Subclass of Class B Certificates with a lower numerical designation for such
date. Amounts so distributed to Class B Certificateholders will not be available
to cover delinquencies or Realized Losses in respect of subsequent Distribution
Dates.
ALLOCATION OF LOSSES
Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses) will not be allocated to the holders of the
Class A Certificates until the date on which the amount of principal payments on
the Mortgage Loans to which the holders of the Subordinated Certificates are
entitled has been reduced to zero as a result of the allocation of losses to the
Subordinated Certificates, i.e., the date on which the Subordinated Percentage
has been reduced to zero (the "Cross-Over Date"). Prior to such time, such
Realized Losses will be allocated to the Subclasses of Class B Certificates
sequentially in reverse numerical order, until the Class B Subclass Principal
Balance of each such Subclass has been reduced to zero, and then to the Class M
Certificates until the Class M Principal Balance has been reduced to zero.
The allocation of the principal portion of a Realized Loss (other than a
Debt Service Reduction, Excess Special Hazard Loss, Excess Fraud Loss or Excess
Bankruptcy Loss) will be effected through the adjustment of the principal
balance of the most subordinate Class (or in the case of the Subclasses of Class
B Certificates, the most subordinate Subclass) then-outstanding in such amount
as is necessary to cause the sum of the Class A Subclass Principal Balances, the
Class M Principal Balance and the Class B Subclass Principal Balances to equal
the Adjusted Pool Amount.
Allocations to the Class M Certificates or the Subclasses of Class B
Certificates of (i) the principal portion of Debt Service Reductions, (ii) the
interest portion of Realized Losses (other than Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses), (iii) any interest shortfalls
resulting from delinquencies for which the Servicer, the Master Servicer or the
Trustee does not advance, (iv) any

S-53
<PAGE>
interest shortfalls or losses resulting from the application of the Soldiers'
and Sailors' Civil Relief Act of 1940, as more fully described under "Certain
Legal Aspects of the Mortgage Loans -- Soldiers' and Sailors' Civil Relief Act"
in the Prospectus and (v) any interest shortfalls resulting from the timing of
the receipt of Unscheduled Principal Receipts (other than Prepayments in Full)
with respect to Mortgage Loans will result from the priority of distributions of
the Pool Distribution Amount first to the holders of the Class A Certificates,
second to the Class M Certificates and finally to the Subclasses of Class B
Certificates in numerical order as described above under "-- Distributions."
The allocation of the principal portion of Realized Losses in respect of the
Mortgage Loans allocated on or after the Cross-Over Date will be effected
through the adjustment on any Determination Date of the Class A Non-PO Principal
Balance and the Class A Subclass Principal Balance of the Class A-PO
Certificates such that (i) the Class A Non-PO Principal Balance equals the
Adjusted Pool Amount less the Adjusted Pool Amount (PO Portion) as of the
preceding Distribution Date and (ii) the Class A Subclass Principal Balance of
the Class A-PO Certificates equals the Adjusted Pool Amount (PO Portion) as of
the preceding Distribution Date. The principal portion of such Realized Losses
allocated to the Class A Certificates (other than the Class A-PO Certificates)
will be allocated to such outstanding Subclasses of Class A Certificates pro
rata in accordance with their Class A Subclass Principal Balances. The interest
portion of any Realized Loss allocated on or after the Cross-Over Date will be
allocated among the outstanding Subclasses of Class A Certificates (other than
the Class A-PO Certificates) pro rata in accordance with their respective Class
A Subclass Interest Accrual Amounts, without regard to any reduction pursuant to
this sentence. Any such losses will be allocated among the outstanding Class A
Certificates within each Subclass pro rata in accordance with their respective
Percentage Interests.
Any Excess Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy
Losses will be allocated (i) with respect to the principal portion of such
losses (a) to the outstanding Subclasses of the Class A Certificates (other than
the Class A-PO Certificates), Class M Certificates and Class B Certificates pro
rata based on their outstanding principal balances in proportion to the Non-PO
Fraction of such losses and (b) in respect of Discount Mortgage Loans, to the
Class A-PO Certificates in proportion to the PO Fraction of such losses and (ii)
with respect to the interest portion of such losses, to the Class A, Class M and
Class B Certificates pro rata based on the interest accrued. The principal
portion of any such losses so allocated to the Class A Certificates (other than
the Class A-PO Certificates) will be allocated among the outstanding Subclasses
of Class A Certificates (other than the Class A-PO Certificates) pro rata in
accordance with their then-outstanding Class A Subclass Principal Balances, and
the interest portion of any such losses will be allocated among the outstanding
Subclasses of Class A Certificates (other than Class A-PO Certificates) in
accordance with their Class A Subclass Interest Accrual Amounts, without regard
to any reduction pursuant to this sentence. Any losses allocated to a Subclass
of Class A Certificates will be allocated among the outstanding Class A
Certificates within such Subclass pro rata in accordance with their respective
Percentage Interests.
The interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses will be allocated by reducing the Class A Subclass
Interest Accrual Amounts, Class M Interest Accrual Amount and Class B Subclass
Interest Accrual Amounts.
As described above, the Pool Distribution Amount for any Distribution Date
will include current receipts (other than certain unscheduled payments in
respect of principal) from the Mortgage Loans otherwise payable to holders of
the Class M and Class B Certificates. If the Pool Distribution Amount is not
sufficient to cover the amount of principal payable to the holders of the Class
A Certificates on a particular Distribution Date, then the percentage of
principal payments on the Mortgage Loans to which the holders of the Class A
Certificates (other than the Class A-PO Certificates) will be entitled (I.E.,
the Class A Percentage) on and after the next Distribution Date will be
proportionately increased, thereby reducing, as a relative matter, the
respective interest of the Class M and Class B Certificates in future payments
of principal on the Mortgage Loans in the Trust Estate. Such a shortfall could
occur,

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<PAGE>
for example, if a considerable number of Mortgage Loans were to become
Liquidated Loans in a particular month.
Special Hazard Losses, other than Excess Special Hazard Losses, will be
allocated solely to the Subclasses of Class B Certificates in reverse numerical
order, or following the reduction of the Class B Principal Balance to zero,
solely to the Class M Certificates. Special Hazard Losses in excess of the
Special Hazard Loss Amount are "Excess Special Hazard Losses." Excess Special
Hazard Losses will be allocated among (i) the Class A Certificates (other than
the Class A-PO Certificates), the Class M Certificates and the Class B
Certificates and (ii) to the extent such Excess Special Hazard Losses arise with
respect to Discount Mortgage Loans, the Class A-PO Certificates. If the
aggregate of all Special Hazard Losses incurred in the month preceding the month
of the related Distribution Date (the "Aggregate Current Special Hazard Losses")
is less than or equal to the then-applicable Special Hazard Loss Amount, no
Special Hazard Losses will be regarded as Excess Special Hazard Losses. If
Aggregate Current Special Hazard Losses exceed the then-applicable Special
Hazard Loss Amount, a portion of each Special Hazard Loss will be regarded as an
"Excess Special Hazard Loss" in proportion to the ratio of (a) the excess of (i)
Aggregate Current Special Hazard Losses over (ii) the then-applicable Special
Hazard Loss Amount, to (b) the Aggregate Current Special Hazard Losses.
Thereafter, when the Special Hazard Loss Amount is zero, all Special Hazard
Losses will be regarded as Excess Special Hazard Losses. Upon initial issuance
of the Series 199 - Certificates, the "Special Hazard Loss Amount" with respect
thereto will be equal to approximately % (approximately $ ) of the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans. As of any
Distribution Date, the Special Hazard Loss Amount will equal the initial Special
Hazard Loss Amount less the sum of (A) any Special Hazard Losses allocated
solely to the Class B or Class M Certificates and (B) the Adjustment Amount. The
"Adjustment Amount" on each anniversary of the Cut-Off Date will be equal to the
amount, if any, by which the Special Hazard Amount, without giving effect to the
deduction of the Adjustment Amount for such anniversary, exceeds the greater of
(i) 1.00% (or, if greater than 1.00%, the highest percentage of Mortgage Loans
by principal balance in any California zip code) times the aggregate principal
balance of all the Mortgage Loans on such anniversary (ii) twice the principal
balance of the single Mortgage Loan having the largest principal balance, and
(iii) that which is necessary to maintain the original ratings on the Class A,
Class M and Offered Class B Certificates, as evidenced by letters to that effect
delivered by [Moody's] [Fitch] [DCR] and [S&P] to the Master Servicer and the
Trustee. On and after the Cross-Over Date, the Special Hazard Loss Amount will
be zero.
Fraud Losses, other than Excess Fraud Losses, will be allocated solely to
the Subclasses of Class B Certificates in reverse numerical order, or following
the reduction of the Class B Principal Balance to zero, solely to the Class M
Certificates. Fraud Losses in excess of the Fraud Loss Amount are "Excess Fraud
Losses." Excess Fraud Losses will be allocated among (i) the Class A
Certificates (other than the Class A-PO Certificates), the Class M Certificates
and the Class B Certificates and (ii) to the extent such Excess Fraud Losses
arise with respect to Discount Mortgage Loans, the Class A-PO Certificates. If
the aggregate of all Fraud Losses incurred in the month preceding the month of
the related Distribution Date (the "Aggregate Current Fraud Losses") is less
than or equal to the then-applicable Fraud Loss Amount, no Fraud Losses will be
regarded as Excess Fraud Losses. If Aggregate Current Fraud Losses exceed the
then-applicable Fraud Loss Amount, a portion of each Fraud Loss will be regarded
as an "Excess Fraud Loss" in proportion to the ratio of (a) the excess of (i)
Aggregate Current Fraud Losses over (ii) the then-applicable Fraud Loss Amount,
to (b) the Aggregate Current Fraud Losses. Thereafter, when the Fraud Loss
Amount is zero, all Fraud Losses will be regarded as Excess Fraud Losses. Upon
initial issuance of the Series 199 - Certificates, the "Fraud Loss Amount" with
respect thereto will be equal to approximately % (approximately $ )
of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans. As of any
Distribution Date prior to the first anniversary of the Cut-Off Date, the Fraud
Loss Amount will equal the initial Fraud Loss Amount minus the aggregate amount
of Fraud Losses allocated solely to the Class B or Class M

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Certificates through the related Determination Date. As of any Distribution Date
from the first through fifth anniversary of the Cut-Off Date, the Fraud Loss
Amount will be 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 principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-Off Date minus (2) the aggregate amounts allocated solely
to the Class B or Class M Certificates with respect to Fraud Losses since the
most recent anniversary of the Cut-Off Date through the related Determination
Date. On and after the Cross-Over Date or after the fifth anniversary of the
Cut-Off Date, the Fraud Loss Amount will be zero.
Bankruptcy Losses, other than Excess Bankruptcy Losses, will be allocated
solely to the Subclasses of Class B Certificates in reverse numerical order, or
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates. Bankruptcy losses in excess of the Bankruptcy Loss Amount
are "Excess Bankruptcy Losses." Excess Bankruptcy Losses will be allocated among
(i) the Class A Certificates (other than the Class A-PO Certificates), the Class
M Certificates and the Class B Certificates and (ii) to the extent such Excess
Bankruptcy Losses arise with respect to Discount Mortgage Loans, the Class A-PO
Certificates. If the aggregate of all Bankruptcy Losses incurred in the month
preceding the month of the related Distribution Date (the "Aggregate Current
Bankruptcy Losses") is less than or equal to the then applicable Bankruptcy Loss
Amount, no Bankruptcy Losses will be regarded as Excess Bankruptcy Losses. If
Aggregate Current Bankruptcy Losses exceed the then-applicable Bankruptcy Loss
Amount, a portion of each Bankruptcy Loss will be regarded as an "Excess
Bankruptcy Loss" in proportion to the ratio of (a) the excess of (i) Aggregate
Current Bankruptcy Losses over (ii) the then-applicable Bankruptcy Loss Amount,
to (b) the Aggregate Current Bankruptcy Losses. Thereafter, when the Bankruptcy
Loss Amount is zero, all Bankruptcy Losses will be regarded as Excess Bankruptcy
Losses. Upon initial issuance of the Series 199 - Certificates, the "Bankruptcy
Loss Amount" with respect thereto will be equal to approximately %
(approximately $ ) of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans. As of any Distribution Date prior to the first anniversary of
the Cut-Off Date, the Bankruptcy Loss Amount will equal the initial Bankruptcy
Loss Amount minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B or Class M Certificates through the related Determination Date. As
of any Distribution Date on or after the first anniversary of the Cut-Off Date,
the Bankruptcy Loss Amount will equal the excess, if any, of (1) the lesser of
(a) the Bankruptcy Loss Amount as of the business day next preceding the most
recent anniversary of the Cut-Off Date and (b) an amount, if any, calculated
pursuant to the terms of the Pooling and Servicing Agreement, which amount as
calculated will provide for a reduction in the Bankruptcy Loss Amount, over (2)
the aggregate amount of Bankruptcy Losses allocated solely to the Class B or
Class M Certificates since such anniversary. The Bankruptcy Loss Amount and the
related coverage levels described above may be reduced or modified upon written
confirmation from [Moody's] [Fitch] [DCR] and [S&P] that such reduction or
modification will not adversely affect the then-current ratings assigned to the
Class A and Class M Certificates by [Moody's] [Fitch] [DCR] and [S&P] and the
then-current ratings assigned to the Offered Class B Certificates by [Moody's]
[Fitch] [DCR] and [S&P]. Such a reduction or modification may adversely affect
the coverage provided by subordination with respect to Bankruptcy Losses. On and
after the Cross-Over Date, the Bankruptcy Loss Amount will be zero.
Notwithstanding the foregoing, the provisions relating to subordination will
not be applicable in connection with a Bankruptcy Loss so long as the applicable
Servicer has notified the Trustee and the Master Servicer 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
when (A) the related Mortgage Loan is not in default with regard to the payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable Standard Hazard
Insurance Policy and any related escrow payments in respect

S-56
<PAGE>
of such Mortgage Loan are being advanced on a current basis by such Servicer, in
either case without giving effect to any Debt Service Reduction.
Since the aggregate initial principal balance of the Class M and Class B
Certificates will be approximately $ , the risk of Special Hazard
Losses, Fraud Losses and Bankruptcy Losses
will be separately borne by the Class B Certificates and, after the principal
balance of the Class B Certificates has been reduced to zero, by the Class M
Certificates to a lesser extent (I.E., only up to the Special Hazard Loss
Amount, Fraud Loss Amount and Bankruptcy Loss Amount, respectively) than the
risk of other Realized Losses, which will be allocated first to the Class B
Certificates and then to the Class M Certificates to the full extent of their
initial principal balances. See "The Trust Estates -- Mortgage Loans --
Representations and Warranties" and "-- Insurance Policies," "Certain Legal
Aspects of the Mortgage Loans -- Environmental Considerations" and "Servicing of
the Mortgage Loans -- Enforcement of Due-on-Sale Clauses; Realization Upon
Defaulted Mortgage Loans" in the Prospectus.

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<PAGE>
DESCRIPTION OF THE MORTGAGE LOANS(1)

MORTGAGE LOAN CHARACTERISTICS
The Mortgage Loans to be included in the Trust Estate will be fixed interest
rate, conventional, monthly pay, fully amortizing, one- to four-family,
residential first mortgage loans having original terms to stated maturity
ranging from approximately to approximately years, which may include loans
secured by shares ("Co-op Shares") issued by private non-profit housing
corporations ("Cooperatives"), and the related proprietary leases or occupancy
agreements granting exclusive rights to occupy specified units in such
Cooperatives' buildings. The Mortgage Loans are expected to include
promissory notes, to have an aggregate unpaid principal balance as of the
Cut-Off Date (the "Cut-Off Date Aggregate Principal Balance") of approximately
$ to be secured by first liens (the "Mortgages") on one- to four-family
residential properties (the "Mortgaged Properties") and to have the additional
characteristics described below and in the Prospectus.
As of the Cut-Off Date, it is expected that of the Mortgage Loans in the
Trust Estate, representing approximately % of the Cut-Off Date Aggregate
Principal Balance of the Mortgage Loans will be secured by Co-op Shares.
Mortgage Loan is a Buy-Down Loan. See "The Trust Estates -- Mortgage Loans" in
the Prospectus.
It is expected that Mortgage Loans, representing approximately % of
the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans, will be
Subsidy Loans. See "The Trust Estates -- Mortgage Loans" and "The Mortgage Loan
Programs -- Mortgage Loan Underwriting" in the Prospectus.
It is expected that of the Mortgage Loans, representing approximately %
of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans, will be
Mortgage Loans originated in connection with the relocation of employees of
various corporate employers which participated in Norwest Mortgage's relocation
program and of various nonparticipant employers ("Relocation Mortgage Loans").
See "The Mortgage Loan Programs -- Mortgage Loan Production Sources" in the
Prospectus.
Each of the Mortgage Loans is subject to a due-on-sale clause. See "Certain
Legal Aspects of the Mortgage Loans -- "Due-on-Sale' Clauses" and "Servicing of
the Mortgage Loans -- Enforcement of Due-on-Sale Clauses; Realization Upon
Defaulted Mortgage Loans" in the Prospectus.
As of the Cut-Off Date, each Mortgage Loan is expected to have an unpaid
principal balance of not less than approximately $ or more than
approximately $ , and the average unpaid principal

- ------------------------
(1) The descriptions in this Prospectus Supplement of the Trust Estate and the
properties securing the Mortgage Loans to be included in the Trust Estate
are based upon the expected characteristics of the Mortgage Loans at the
close of business on the Cut-Off Date, as adjusted for the scheduled
principal payments due on or before such date. Notwithstanding the
foregoing, any of such Mortgage Loans may be excluded from the Trust Estate
(i) as a result of principal prepayment thereof in full or (ii) if, as a
result of delinquencies or otherwise, the Seller otherwise deems such
exclusion necessary or desirable. In either event, other Mortgage Loans may
be included in the Trust Estate. The Seller believes that the information
set forth herein with respect to the expected characteristics of the
Mortgage Loans on the Cut-Off Date is representative of the characteristics
as of the Cut-Off Date of the Mortgage Loans to be included in the Trust
Estate as it will be constituted at the time the Series 199 - Certificates
are issued, although the Cut-Off Date Aggregate Principal Balance, the range
of Mortgage Interest Rates and maturities, and certain other characteristics
of the Mortgage Loans in the Trust Estate may vary. In the event that any of
the characteristics as of the Cut-Off Date of the Mortgage Loans that
constitute the Trust Estate on the date of initial issuance of the Series
199 - Certificates vary materially from those described herein, revised
information regarding the Mortgage Loans will be made available to
purchasers of the Offered Certificates, on or before such issuance date, and
a Current Report on Form 8-K containing such information will be filed with
the Securities and Exchange Commission within 15 days following such date.

S-58
<PAGE>
balance of the Mortgage Loans is expected to be approximately $ . The
latest stated maturity date of any of the Mortgage Loans is expected to be
; however, the actual date on which any Mortgage Loan is paid in
full may be earlier than the stated maturity date due to unscheduled payments of
principal. Based on information supplied by the mortgagors in connection with
their loan applications at origination, of the Mortgaged Properties, which
secure approximately % of the Cut-Off Date Aggregate Principal Balance of
the Mortgage Loans, are expected to be owner occupied primary residences, of
the Mortgaged Properties, which secure approximately % of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans, are expected to be second
homes and of the Mortgaged Properties, which secures approximately % of
the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans, is expected
to be an investor property. See "The Mortgage Loan Programs -- Mortgage Loan
Underwriting" in the Prospectus.

As of the Cut-Off Date, there were Discount Mortgage Loans having an
aggregate unpaid principal balance of approximately $ , a range of
unpaid principal balances of approximately $ to approximately $ , an
average unpaid principal balance of approximately $ , a range of Mortgage
Interest Rates from % to % per annum, a weighted average Mortgage
Interest Rate of approximately % per annum, a range of remaining terms to
stated maturity of months to months, a weighted average remaining term to
stated maturity of approximately months, a range of original Loan-to-Value
Ratios of % to %, a weighted average original Loan-to-Value Ratio of
approximately % and the following geographic concentration of Mortgaged
Properties securing Mortgage Loans in excess of 5.00% of the aggregate unpaid
principal balance of the Discount Mortgage Loans: approximately % in
[STATES].
As of the Cut-Off Date, there were Mortgage Loans that were not Discount
Mortgage Loans (the "Premium Mortgage Loans") having an aggregate unpaid
principal balance of approximately $ , a range of unpaid principal
balances of approximately $ to approximately $ , an average unpaid
principal balance of approximately $ , a range of Mortgage Interest Rates
from % to % per annum, a weighted average Mortgage Interest Rate of
approximately % per annum, a range of remaining terms to stated maturity of
months to months, a weighted average remaining term to stated maturity of
approximately months, a range of original Loan-to-Value Ratios of % to
%, a weighted average original Loan-to-Value Ratio of approximately %
and the following geographic concentration of Mortgaged Properties securing
Mortgage Loans in excess of 5.00% of the aggregate unpaid principal balance of
the Mortgage Loans other than Discount Mortgage Loans: approximately % in
[STATES].

MORTGAGE LOAN ORIGINATION AND UNDERWRITING
The Mortgage Loans will have been acquired by the Seller from Norwest
Mortgage. The Mortgage Loans included in the Trust Estate consist of Mortgage
Loans originated by Norwest Mortgage or an affiliate or purchased by Norwest
Mortgage or an affiliate from various originators. See "Norwest Mortgage" in the
Prospectus. The Mortgage Loans that were not originated by Norwest Mortgage were
acquired by Norwest Mortgage or an affiliate from various entities (each, a
"Norwest Mortgage Correspondent") which either originated the Mortgage Loans or
acquired the Mortgage Loans pursuant to mortgage loan purchase programs operated
by such Norwest Mortgage Correspondents. Approximately % (by Cut-Off Date
Aggregate Principal Balance) of the Mortgage Loans were originated in conformity
with Norwest Mortgage's general underwriting standards (the "General Standards")
or modified underwriting standards (the "Modified Standards" and together with
the General Standards, the "Underwriting Standards") described in the Prospectus
under the heading "The Mortgage Loan Programs -- Mortgage Loan Underwriting --
General Standards" and "-- Modified Standards" and as applied by Norwest
Mortgage, or by eligible originators to whom Norwest Mortgage had delegated all
underwriting functions. In certain instances, exceptions to the Underwriting
Standards may have been granted by Norwest Mortgage. Approximately % (by
Cut-Off Date Aggregate Principal Balance) of the Mortgage Loans (the "Pool
Certification Underwritten Loans") will have been reviewed by UGRIC to

S-59
<PAGE>
ensure compliance with such company's credit, appraisal and underwriting
standards. Neither the Series 199 - Certificates nor any of the Mortgage Loans
are insured or guaranteed under a mortgage pool insurance policy issued by
UGRIC. The Pool Certification Underwritten Loans were evaluated using credit
scoring as described in the Prospectus under "The Mortgage Loan Programs --
Mortgage Loan Underwriting" and, based on the credit scores of such Mortgage
Loans, some of such Mortgage Loans were re-underwritten. Approximately % (by
Cut-Off Date Aggregate Principal Balance) of the Mortgage Loans were originated
by Norwest Mortgage Correspondents who were permitted to use their own
underwriting criteria based on a review of such criteria by Norwest Mortgage
("Institutional Conduit Correspondents"), and the underwriting policies of these
Institutional Conduit Correspondents may vary from the Underwriting Standards or
the standards of a pool insurer. The remaining approximate % (by Cut-Off
Date Aggregate Principal Balance) of the Mortgage Loans (the "Bulk Purchase
Underwritten Loans") will have been underwritten in connection with bulk
purchase transactions under underwriting standards which may vary from the
Underwriting Standards or the standards of a pool insurer. Norwest Mortgage will
have reviewed the underwriting standards applied by Institutional Conduit
Correspondents or by the originators in connection with Bulk Purchase
Underwritten Loans and will have determined that such standards did not depart
materially from the Underwriting Standards [,except as described in the
following paragraph]. Neither the Seller nor Norwest Mortgage has underwritten
any of the Mortgage Loans underwritten by Institutional Conduit Correspondents
or any of the Bulk Purchase Underwritten Loans.

[Describe material underwriting standards variances, if any, or basis for
permitting loans with underwriting standard variances].

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<PAGE>
MORTGAGE LOAN DATA
Set forth below is a description of certain additional expected
characteristics of the Mortgage Loans as of the Cut-Off Date (except as
otherwise indicated).

MORTGAGE INTEREST RATES

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
MORTGAGE INTEREST RATE LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
</TABLE>

As of the Cut-Off Date, the weighted average Mortgage Interest Rate of the
Mortgage Loans is expected to be approximately % per annum. The Net Mortgage
Interest Rate of each Mortgage Loan will be equal to the Mortgage Interest Rate
of such Mortgage Loan minus the sum of (a) the applicable Servicing Fee Rate,
(b) the Master Servicing Fee Rate and (c) the Fixed Retained Field, if any, for
such Mortgage Loan. As of the Cut-Off Date, the weighted average Net Mortgage
Interest Rate of the Mortgage Loans is expected to be approximately % per
annum.
REMAINING TERMS TO STATED MATURITY

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
REMAINING STATED TERM (MONTHS) LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
</TABLE>

As of the Cut-Off Date, the weighted average remaining term to stated
maturity of the Mortgage Loans is expected to be approximately months.
YEARS OF ORIGINATION

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
YEAR OF ORIGINATION LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------

It is expected that the earliest month and year of origination of any
Mortgage Loan was 199 and the latest month and year of origination was
.

ORIGINAL LOAN-TO-VALUE RATIOS

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
ORIGINAL LOAN-TO- VALUE RATIO LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------

As of the Cut-Off Date, the minimum and maximum Loan-to-Value Ratios at
origination of the Mortgage Loans are expected to be % and %,
respectively, and the weighted average Loan-to-Value Ratio at origination of the
Mortgage Loans is expected to be approximately %. The Loan-to-Value Ratio of
a Mortgage Loan is calculated using the lesser of (i) the appraised value of the
related Mortgaged Property, as established by an appraisal obtained by the
originator from an appraiser at the time of origination and (ii) the sale price
for such property. See "The Trust Estates -- Mortgage Loans" in the Prospectus.
No assurance can be given that the values of the Mortgaged Properties securing
the Mortgage Loans have remained or will remain at the levels used in
calculating the Loan-to-Value Ratios shown above. See "Risk Factors -- Risks of
the Mortgage Loans" in the Prospectus. It is expected that of the Mortgage
Loans having Loan-to-Value Ratios at origination in excess of 80%, representing
approximately % (by Cut-Off Date Aggregate Principal Balance) of the Mortgage
Loans, were originated without primary mortgage insurance.

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<PAGE>
MORTGAGE LOAN DOCUMENTATION LEVELS

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
DOCUMENTATION LEVEL LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
</TABLE>

Documentation levels vary depending upon several factors, including loan
amount, Loan-to-Value Ratio and the type and purpose of the Mortgage Loan.
Asset, income and mortgage verifications were obtained for Mortgage Loans
processed with "full documentation." In the case of "preferred processing,"
neither asset, income nor mortgage verifications were obtained. In most
instances, a verification of the borrower's employment was obtained. However,
for all of the Mortgage Loans, a credit report on the borrower and a property
appraisal were obtained. See "The Mortgage Loan Programs -- Mortgage Loan
Underwriting" in the Prospectus.
ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
ORIGINAL MORTGAGE LOAN PRINCIPAL OF MORTGAGE PRINCIPAL PRINCIPAL
BALANCE LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------

As of the Cut-Off Date, the average unpaid principal balance of the Mortgage
Loans is expected to be approximately $ . As of the Cut-Off Date, the
weighted average Loan-to-Value Ratio at origination and the maximum
Loan-to-Value Ratio at origination of the Mortgage Loans which had original
principal balances in excess of $600,000 are expected to be approximately %
and %, respectively. See "The Trust Estates -- Mortgage Loans" in the
Prospectus.
MORTGAGED PROPERTIES

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
PROPERTY LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------

GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
GEOGRAPHIC AREA LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------

No more than approximately % of the Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans is expected to be secured by Mortgaged Properties
located in any one five-digit zip code.

ORIGINATORS OF MORTGAGE LOANS

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
ORIGINATOR LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------

It is expected that, as of the Mortgage Loan Cut-off Date, of the "Other
Originators" will have accounted for approximately %, % and %,
respectively, of the Cut-Off Date Aggregate Principal Balance. No other single
"Other Originator" is expected to have accounted for more than 5.00% of the
Cut-Off Date Aggregate Principal Balance.

S-62
<PAGE>
PURPOSES OF MORTGAGE LOANS

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER UNPAID AGGREGATE
OF MORTGAGE PRINCIPAL PRINCIPAL
LOAN PURPOSE LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
</TABLE>

In general, in the case of a Mortgage Loan made for "rate/term" refinance
purposes, substantially all of the proceeds are used to pay in full the
principal balance of a previous mortgage loan of the mortgagor with respect to a
Mortgaged Property and to pay origination and closing costs associated with such
refinancing. However, in the case of a Mortgage Loan made for "equity take out"
refinance purposes, all or a portion of the proceeds are generally retained by
the mortgagor for uses unrelated to the Mortgaged Property. The amount of such
proceeds retained by the mortgagor may be substantial. See "The Trust Estates --
Mortgage Loans" and "The Mortgage Loan Programs -- Mortgage Loan Underwriting"
in the Prospectus.

MANDATORY REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS
The Seller is required, with respect to Mortgage Loans that are found by the
Trustee to have defective documentation, or in respect of which the Seller has
breached a representation or warranty, either to repurchase such Mortgage Loans
or, if within two years of the date of initial issuance of the Series 199 -
Certificates, to substitute new Mortgage Loans therefor. Any Mortgage Loan so
substituted must, among other things, have an unpaid principal balance equal to
or less than the Scheduled Principal Balance of the Mortgage Loan for which it
is being substituted (after giving effect to the scheduled principal payment due
in the month of substitution on the Mortgage Loan for which a new Mortgage Loan
is being substituted), 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 being
substituted. See "Prepayment and Yield Considerations" herein and "The Pooling
and Servicing Agreement -- Assignment of Mortgage Loans to the Trustee" in the
Prospectus.
OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS
Subject to certain limitations, the Seller may, in its sole discretion,
repurchase any defaulted Mortgage Loan, or any Mortgage Loan as to which default
is reasonably foreseeable, from the Trust Estate at a price equal to the unpaid
principal balance of such Mortgage Loan, together with accrued interest at a
rate equal to the Mortgage Interest Rate through the last day of the month in
which such repurchase occurs. See "The Pooling and Servicing Agreement --
Optional Purchases" in the Prospectus. A Servicer may, in its sole discretion,
allow the assumption of a defaulted Mortgage Loan serviced by such Servicer,
subject to certain conditions specified in the applicable Underlying Servicing
Agreement, or encourage the refinancing of a defaulted Mortgage Loan. See
"Prepayment and Yield Considerations" herein and "Servicing of the Mortgage
Loans -- Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
Loans" in the Prospectus.

S-63
<PAGE>
PREPAYMENT AND YIELD CONSIDERATIONS

The rate of distributions in reduction of the principal balance of any
Subclass or Class of the Offered Certificates, the aggregate amount of
distributions on any Subclass or Class of the Offered Certificates and the yield
to maturity of any Subclass or Class of the Offered Certificates purchased at a
discount or premium will be directly related to the rate of payments of
principal on the Mortgage Loans in the Trust Estate and the amount and timing of
mortgagor defaults resulting in Realized Losses. The rate of principal payments
on the Mortgage Loans will in turn be affected by the amortization schedules of
the Mortgage Loans, the rate of principal prepayments (including partial
prepayments and those resulting from refinancing) thereon by mortgagors,
liquidations of defaulted Mortgage Loans, repurchases by the Seller of Mortgage
Loans as a result of defective documentation or breaches of representations and
warranties and optional purchases by the Seller of all of the Mortgage Loans in
connection with the termination of the Trust Estate. See "Description of the
Mortgage Loans -- Mandatory Repurchase or Substitution of Mortgage Loans" and
"Pooling and Servicing Agreement -- Optional Termination" herein and "The
Pooling and Servicing Agreement -- Assignment of Mortgage Loans to the Trustee,"
"-- Optional Purchases" and "-- Termination; Purchase of Mortgage Loans" in the
Prospectus. Mortgagors are permitted to prepay the Mortgage Loans, in whole or
in part, at any time without penalty. As described under "Description of the
Certificates -- Principal (Including Prepayments)" herein, all or a
disproportionate percentage of principal prepayments on the Mortgage Loans
(including liquidations and repurchases of Mortgage Loans) will be distributed,
to the extent of the Non-PO Fraction, to the holders of the Class A Certificates
(other than the Class A-PO Certificates) then entitled to distributions in
respect of principal during the nine years beginning on the first Distribution
Date, and, to the extent that such principal prepayments are made in respect of
a Discount Mortgage Loan, to the Class A-PO Certificates in proportion to the
interest of the Class A-PO Certificates in such Discount Mortgage Loan
represented by the PO Fraction. As a result of the method of calculating the
Class A-10 Priority Amount and the priorities for the allocation of the Class A
Non-PO Principal Distribution Amount, it is expected that, absent an
exceptionally high rate of principal prepayments on the Mortgage Loans, no
principal prepayments will be allocated to the Class A-10 Certificates during
the first five years following the issuance of the Series 199 - Certificates and
that, while the percentage of principal prepayments allocated to the Class A-10
Certificates during the four years thereafter will gradually increase, such
percentage, until the tenth year following the issuance of the Series 199 -
Certificates, will be disproportionately lower than the percentage of such
principal prepayments allocated to the other Class A Certificates (other than
the Class A-PO Certificates). See "Description of the Certificates -- Principal
(Including Prepayments) -- Allocation of Amount to be Distributed." Prepayments
(which, as used herein, include all unscheduled payments of principal, including
payments as the result of liquidations, purchases and repurchases) of the
Mortgage Loans in the Trust Estate will result in distributions to
Certificateholders then entitled to distributions in respect of principal of
amounts which would otherwise be distributed over the remaining terms of such
Mortgage Loans. Since the rate of prepayment on the Mortgage Loans will depend
on future events and a variety of factors (as described more fully below and in
the Prospectus under "Prepayment and Yield"), no assurance can be given as to
such rate or the rate of principal payments on any Subclass or Class of the
Offered Certificates or the aggregate amount of distributions on any Subclass or
Class of the Offered Certificates.
The rate of payments (including prepayments) on pools of mortgage loans is
influenced by a variety of economic, geographic, social and other factors. If
prevailing rates for similar mortgage loans fall below the Mortgage Interest
Rates on the Mortgage Loans, the rate of prepayment would generally be expected
to increase. Conversely, if interest rates on similar mortgage loans rise above
the Mortgage Interest Rates on the Mortgage Loans, the rate of prepayment would
generally be expected to decrease. The rate of prepayment on the Mortgage Loans
may also be influenced by programs offered by mortgage loan originators
(including Norwest Mortgage), servicers (including Norwest Mortgage) and
mortgage loan brokers to encourage refinancing through such originators,
servicers and brokers, including, but not limited to, general or targeted
solicitations (which may be based on characteristics including, but not limited
to,

S-64
<PAGE>
the mortgage loan interest rate or payment history and the geographic location
of the Mortgaged Property), reduced origination fees or closing costs,
pre-approved applications, waiver of pre-closing interest accrued with respect
to a refinanced loan prior to the pay-off of such loan, or other financial
incentives. See "Prepayment and Yield Considerations -- Weighted Average Life of
Certificates" in the Prospectus. In addition, Norwest Mortgage or third parties
may enter into agreements with borrowers providing for the bi-weekly payment of
principal and interest on the related mortgage loan, thereby accelerating
payment of the mortgage loan resulting in partial prepayments.

The rate of defaults on the Mortgage Loans will also affect the rate and
timing of principal payments on the Mortgage Loans. In general, defaults on
mortgage loans are expected to occur with greater frequency in their early
years. The rate of default on Mortgage Loans that are secured by non-owner
occupied properties. Mortgage Loans with higher Loan-to-Value Ratios and
Mortgage Loans made to borrowers with higher debt-to-income ratios or borrowers
approved under a "No Ratio" program may be higher than for other types of
Mortgage Loans. As a result of Mortgage Loans being originated using
underwriting standards that, in certain respects, may be less stringent than the
General Standards applied by Norwest Mortgage, the Mortgage Loans may experience
rates of delinquency, foreclosure, bankruptcy and loss that are higher than
those experienced by mortgage loans that satisfy the General Standards applied
by Norwest Mortgage.
Norwest Mortgage has not had sufficient experience servicing mortgage loans
underwritten by it in accordance with the Modified Standards to provide
meaningful disclosure of its delinquency and loss experience with respect to
such mortgage loans.

Other factors affecting prepayment of mortgage loans include changes in
mortgagors' housing needs, job transfers, unemployment or, in the case of
self-employed mortgagors or mortgagors relying on commission income, substantial
fluctuations in income, significant declines in real estate values and adverse
economic conditions either generally or in particular geographic areas,
mortgagors' equity in the Mortgaged Properties, including the use of second or
"home equity" mortgage loans by mortgagors or the use of the properties as
second or vacation homes, and servicing decisions. In addition, all of the
Mortgage Loans contain due-on-sale clauses which will generally be exercised
upon the sale of the related Mortgaged Properties. Consequently, acceleration of
mortgage payments as a result of any such sale will affect the level of
prepayments on the Mortgage Loans. The extent to which defaulted Mortgage Loans
are assumed by transferees of the related Mortgaged Properties will also affect
the rate of principal payments. The rate of prepayment and, therefore, the yield
to maturity of the Offered Certificates will be affected by the extent to which
(i) the Seller elects to repurchase, rather than substitute for, Mortgage Loans
which are found by the Trustee to have defective documentation or with respect
to which the Seller has breached a representation or warranty or (ii) a Servicer
elects to encourage the refinancing of any defaulted Mortgage Loan rather than
to permit an assumption thereof by a mortgagor. See "Servicing of the Mortgage
Loans -- Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
Loans" in the Prospectus. There can be no certainty as to the rate of
prepayments on the Mortgage Loans during any period or over the life of the
Series 199 - Certificates. See "Prepayment and Yield Considerations" in the
Prospectus.
THE YIELD TO MATURITY OF THE OFFERED CERTIFICATES WILL BE SENSITIVE IN
VARYING DEGREES TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING
PREPAYMENTS, WHICH MAY BE MADE AT ANY TIME WITHOUT PENALTY) ON THE MORTGAGE
LOANS. INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE ASSOCIATED
RISKS, INCLUDING, IN THE CASE OF OFFERED CERTIFICATES PURCHASED AT A DISCOUNT,
PARTICULARLY THE CLASS A-PO CERTIFICATES, THE RISK THAT A SLOWER THAN
ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON
THE MORTGAGE LOANS OR, IN THE CASE OF THE CLASS A-PO CERTIFICATES, ON THE
DISCOUNT MORTGAGE LOANS, COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN
ANTICIPATED. A FASTER THAN ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL
(INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS COULD RESULT IN AN ACTUAL YIELD
THAT IS LOWER THAN ANTICIPATED FOR INVESTORS PURCHASING OFFERED CERTIFICATES AT
A PREMIUM. INVESTORS PURCHASING OFFERED CERTIFICATES AT A PREMIUM SHOULD ALSO
CONSIDER THE RISK THAT A RAPID RATE OF PAYMENTS IN RESPECT OF PRINCIPAL

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<PAGE>
(INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS COULD RESULT IN THE FAILURE OF
SUCH INVESTORS TO FULLY RECOVER THEIR INITIAL INVESTMENTS. THE YIELD ON THE
CLASS A-PO CERTIFICATES WILL BE INFLUENCED BY PRINCIPAL PAYMENTS SOLELY WITH
RESPECT TO DISCOUNT MORTGAGE LOANS.

The timing of changes in the rate of prepayment on the Mortgage Loans may
significantly affect the actual yield to maturity experienced by an investor who
purchases an Offered Certificate at a price other than par, even if the average
rate of principal payments experienced over time is consistent with such
investor's expectation. In general, the earlier a prepayment of principal on the
underlying Mortgage Loans, the greater the effect on such investor's yield to
maturity. As a result, the effect on such investor's yield of principal payments
occurring at a rate higher (or lower) than the rate anticipated by the investor
during the period immediately following the issuance of the Offered Certificates
would not be fully offset by a subsequent like reduction (or increase) in the
rate of principal payments.
The yield to maturity on the Class M Certificates will be more sensitive
than the yield to maturity on the Class A Certificates to losses due to defaults
on the Mortgage Loans (and the timing thereof), to the extent not covered by the
Class B Certificates, because the entire amount of such losses will be allocable
to the Class M Certificates prior to the Class A Certificates, except as
otherwise provided herein. To the extent not covered by Periodic Advances,
delinquencies on Mortgage Loans may also have a relatively greater effect on the
yield to investors in the Class M Certificates. Amounts otherwise distributable
to holders of the Class M Certificates will be made available to protect the
holders of the Class A Certificates against interruptions in distributions due
to certain mortgagor delinquencies. Such delinquencies, to the extent not
covered by the Class B Certificates, even if subsequently cured, may affect the
timing of the receipt of distributions by the holders of Class M Certificates,
because the entire amount of those delinquencies would be borne by the Class M
Certificates prior to the Class A Certificates.

The yield to maturity on the Subclasses of Class B Certificates with higher
numerical designations will generally be more sensitive to losses than the
Subclasses with lower numerical designations, and the yield to maturity on the
Class B Certificates in the aggregate will generally be more sensitive to losses
than the other Classes of the Series 199 - Certificates, because the entire
amount of such losses (except for the portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates, Class M Certificates and Subclasses of Class B Certificates with
lower numerical designations) will be allocable to the Subclasses of Class B
Certificates in reverse numerical order, except as provided herein. To the
extent not covered by Periodic Advances, delinquencies on Mortgage Loans will
also have a relatively greater effect (i) on the yield to maturity on the
Subclasses of Class B Certificates with higher numerical designations and (ii)
on the yield to maturity on the Class B Certificates in the aggregate than on
the Class A Certificates and Class M Certificates. Amounts otherwise
distributable to holders of the Class B Certificates will be made available to
protect the holders of the Class A and Class M Certificates against
interruptions in distributions due to certain mortgagor delinquencies. Such
delinquencies, even if subsequently cured, may affect the timing of the receipt
of distributions by the holders of the Class B Certificates.
The actual yield to maturity experienced by an investor may also be affected
by the occurrence of interest shortfalls resulting from Unscheduled Principal
Receipts to the extent, if any, to which such interest shortfalls are not
covered by Compensating Interest or the subordination of, (i) in the case of the
Class A Certificates (other than the Class A-PO Certificates), the Class M and
Class B Certificates, (ii) in the case of the Class M Certificates, the Class B
Certificates and (iii) in the case of a Subclass of Class B Certificates, the
Subclass or Subclasses of Class B Certificates with higher numerical
designations. See "Description of the Certificates -- Interest" and "Servicing
of the Mortgage Loans -- Anticipated Changes in Servicing."

The yield to maturity on the Offered Certificates and more particularly on
the Class M Certificates and the Offered Class B Certificates, especially the
Class B-2 Certificates, may be affected by the geographic concentration of the
Mortgaged Properties securing the Mortgage Loans, and the yield to maturity on
the Class A-PO Certificates may be particularly affected by the geographic
concentration of

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<PAGE>
the Mortgaged Properties securing the Discount Mortgage Loans. In recent
periods, California and several other regions in the United States have
experienced significant declines in housing prices. In addition, California and
several other regions have experienced natural disasters, including earthquakes,
floods and hurricanes, which may adversely affect property values. Any
deterioration in housing prices in California, as well as the other states in
which the Mortgaged Properties are located, and any deterioration of economic
conditions in such states which adversely affects the ability of borrowers to
make payments on the Mortgage Loans, may increase the likelihood of losses on
the Mortgage Loans. Such losses, if they occur, may have an adverse effect on
the yield to maturity of the Offered Certificates and more particularly on the
Class M Certificates and the Offered Class B Certificates, especially the Class
B-2 Certificates.

No representation is made as to the rate of principal payments on the
Mortgage Loans or as to the yield to maturity of any Subclass or Class of
Offered Certificates. An investor is urged to make an investment decision with
respect to any Subclass or Class of Offered Certificates based on the
anticipated yield to maturity of such Subclass or Class of Offered Certificates
resulting from its purchase price and such investor's own determination as to
anticipated Mortgage Loan prepayment rates under a variety of scenarios. The
extent to which any Subclass or Class of Offered Certificates is purchased at a
discount or a premium and the degree to which such Subclass or Class is
sensitive to the timing of prepayments will determine the extent to which the
yield to maturity of such Subclass or Class may vary from the anticipated yield.
An investor should carefully consider the associated risks, including, in the
case of any Subclass or Class of Offered Certificates purchased at a discount,
particularly the Class A-PO Certificates, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans or, in the case of
the Class A-PO Certificates, on the Discount Mortgage Loans, could result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Subclass or Class of Offered Certificates purchased at a premium
the risk that a faster than anticipated rate of principal payments could result
in an actual yield to such investor that is lower than the anticipated yield.
An investor should consider the risk that rapid rates of prepayments on the
Mortgage Loans, and therefore of amounts distributable in reduction of principal
balance of the Offered Certificates, may coincide with periods of low prevailing
interest rates. During such periods, the effective interest rates on securities
in which an investor may choose to reinvest amounts distributed in reduction of
the principal balance of such investor's Offered Certificate may be lower than
the applicable Pass-Through Rate or, in the case of the Class A-PO Certificates,
the anticipated yield thereon. Conversely, slower rates of prepayments on the
Mortgage Loans, and therefore of amounts distributable in reduction of principal
balance of the Offered Certificates, may coincide with periods of high
prevailing interest rates. During such periods, the amount of principal
distributions available to an investor for reinvestment at such high prevailing
interest rates may be relatively small.

As indicated under "Federal Income Tax Considerations" herein, the Class A-R
Certificateholder's REMIC taxable income and the tax liability thereon may
exceed, and may substantially exceed, cash distributions to such holder during
certain periods. There can be no assurance as to the amount by which such
taxable income or such tax liability will exceed cash distributions in respect
of the Class A-R Certificate during any such period and no representation is
made with respect thereto under any principal prepayment scenario or otherwise.
DUE TO THE SPECIAL TAX TREATMENT OF RESIDUAL INTERESTS, THE AFTER-TAX RETURN OF
THE CLASS A-R CERTIFICATE MAY BE SIGNIFICANTLY LOWER THAN WOULD BE THE CASE IF
THE CLASS A-R CERTIFICATE WERE TAXED AS A DEBT INSTRUMENT, OR MAY BE NEGATIVE.
As referred to herein, the weighted average life of a Subclass or Class of
the Offered Certificates refers to the average amount of time that will elapse
from the date of issuance of such Subclass or Class until each dollar in
reduction of the principal balance of such Subclass or Class is distributed to
the investor. The weighted average life of each Subclass or Class of the Offered
Certificates will be influenced by, among other things, the rate and timing of
principal payments on the Mortgage Loans, which may be in the form of scheduled
amortization, prepayments or other recoveries of principal.

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<PAGE>
THE WEIGHTED AVERAGE LIFE OF THE COMPANION CERTIFICATES WILL BE MORE
SENSITIVE THAN THE OTHER SUBCLASSES OF CLASS A CERTIFICATES TO THE RATE OF
PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS. Specifically,
if prepayments result in the portion of the Class A Non-PO Principal
Distribution Amount available to make distributions of principal to the PAC
Certificates in accordance with the proportions and priorities, set forth under
"Description of the Certificates -- Principal (Including Prepayments) --
Allocation of Amount to Be Distributed" being equal to or less than the PAC
Principal Amounts on any Distribution Date, the Companion Certificates will
receive no distributions in reduction of principal on such Distribution Date.
Further, on each Distribution Date up to and including the Distribution Date on
which the Class A Subclass Principal Balance of the Companion Certificates is
reduced to zero, any Excess Principal Payments for such Distribution Date will
be applied to the Companion Certificates before being distributed to the PAC
Certificates in the proportions and priorities set forth above under
"Description of the Certificates -- Principal (Including Prepayments) --
Principal Payment Characteristics of the PAC Certificates and the Companion
Certificates."

Prepayments on mortgage loans are commonly measured relative to a prepayment
standard or model. The model used in this Prospectus Supplement, the Standard
Prepayment Assumption ("SPA"), represents an assumed rate of prepayment each
month relative to the then outstanding principal balance of a pool of new
mortgage loans. A prepayment assumption of 100% SPA assumes constant prepayment
rates of 0.2% per annum of the then outstanding principal balance of such
mortgage loans in the first month of the life of the mortgage loans and an
additional 0.2% per annum in each month thereafter until the thirtieth month.
Beginning in the thirtieth month and in each month thereafter during the life of
the mortgage loans, 100% SPA assumes a constant prepayment rate of 6% per annum
each month. As used in the table below, "0% SPA" assumes prepayment rates equal
to 0% of SPA, I.E., no prepayments. Correspondingly, " % SPA" assumes
prepayment rates equal to % of SPA, and so forth. SPA DOES NOT PURPORT TO BE A
HISTORICAL DESCRIPTION OF PREPAYMENT EXPERIENCE OR A PREDICTION OF THE
ANTICIPATED RATE OF PREPAYMENT OF ANY POOL OF MORTGAGE LOANS, INCLUDING THE
MORTGAGE LOANS.
The tables set forth below have been prepared on the basis of the
characteristics of the Mortgage Loans that are expected to be included in the
Trust Estate, as described above under "Description of the Mortgage Loans." The
tables assume, among other things, the following (the "Structuring
Assumptions"): (i) the scheduled payment in each month for each Mortgage Loan
has been based on its outstanding balance as of the first day of the month
preceding the month of such payment, its Mortgage Interest Rate and its
remaining term to stated maturity, so that such scheduled payments would
amortize the remaining balance by its remaining term to maturity, (ii) scheduled
monthly payments of principal and interest on the Mortgage Loans will be timely
received on the first day of each month (with no defaults), commencing in
199 , (iii) the Seller does not repurchase any Mortgage Loan, as
described under "Description of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and the Seller does not exercise its
option to purchase the Mortgage Loans and thereby cause a termination of the
Trust Estate, (iv) principal prepayments in full on the Mortgage Loans will be
received on the last day of each month commencing in 1996 at the
respective constant percentages of SPA set forth in the tables and there are no
partial principal prepayments or Prepayment Interest Shortfalls, (v) the Series
199 - Certificates will be issued on , 199 , and (vi) distributions
to Certificateholders will be made on the 25th day of each month, commencing in
199 .

IT IS HIGHLY UNLIKELY THAT THE MORTGAGE LOANS WILL PREPAY AT ANY CONSTANT
RATE, THAT ALL OF THE MORTGAGE LOANS WILL PREPAY AT THE SAME RATE OR THAT THE
MORTGAGE LOANS WILL NOT EXPERIENCE ANY LOSSES. In addition, there may be
differences between the characteristics of the mortgage loans ultimately
included in the Trust Estate and the Mortgage Loans which are assumed to be
included, as described above. Any difference may have an effect upon the actual
percentages of initial Class A Subclass Principal Balance of the Subclasses of
Class A Certificates, initial principal balances of the Class M Certificates and
initial Class B Subclass Principal Balance of the Subclasses of Class B
Certificates outstanding, the actual weighted average lives of the Subclasses of
Class A Certificates, the Class M Certificates and the Subclasses of Class B
Certificates and the date on which the Class A Subclass Principal Balance of any
Subclass of Class A Certificates, the

S-68
<PAGE>
principal balance of the Class M Certificates and the Class B Subclass Principal
Balance of any Subclass of Offered Class B Certificates are reduced to zero.

Based upon the foregoing assumptions, the following tables indicate the
weighted average life of each Subclass and Class of Offered Certificates, and
set forth the percentages of the initial Class A Subclass Principal Balance of
each such Subclass, the initial principal balance of the Class M Certificates
and the initial Class B Subclass Principal Balance of each Subclass of Offered
Class B Certificates that would be outstanding after each of the dates shown at
constant percentages of SPA presented.

PERCENTAGE OF INITIAL SUBCLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES FOLLOWING PERCENTAGES
OF SPA OF SPA
DISTRIBUTION -------------------------------------------------------------------------- ------------------------
DATE 0% % % % % % 0% %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------- -------------------------------------------------------------------------- ------------------------

<CAPTION>
DISTRIBUTION
DATE % % % %
<S> <C> <C> <C> <C>
- -----------------------
</TABLE>

- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in reduction of principal
balance by the number of years from the date of the issuance of such
Certificate to the related Distribution Date, (ii) adding the results and
(iii) dividing the sum by the aggregate distributions in reduction of
principal balance referred to in clause (i).
* Indicates an amount greater than zero but less than 0.5% of the initial
principal balance of such Subclass.

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<PAGE>
PERCENTAGE OF INITIAL SUBCLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-3 CLASS A-4
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES FOLLOWING PERCENTAGES
OF SPA OF SPA
DISTRIBUTION ---------------------------------------------------------------------------- ---------------------------------
DATE 0% % % % % % 0% % %
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- ---------------------------------------------------------------------------- ---------------------------------

<CAPTION>
DISTRIBUTION
DATE % % %
<S> <C> <C> <C>
- -------------------
</TABLE>

S-70
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-5 CLASS A-6
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES FOLLOWING PERCENTAGES
OF SPA OF SPA
DISTRIBUTION ---------------------------------------------------------------------------- ------------------------
DATE 0% % % % % % 0% %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------- ---------------------------------------------------------------------------- ------------------------

<CAPTION>
DISTRIBUTION
DATE % % % %
<S> <C> <C> <C> <C>
- -----------------------
</TABLE>

- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in reduction of principal
balance by the number of years from the date of the issuance of such
Certificate to the related Distribution Date, (ii) adding the results and
(iii) dividing the sum by the aggregate distributions in reduction of
principal balance referred to in clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass.

S-71
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-7 CLASS A-8
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES FOLLOWING PERCENTAGES
OF SPA OF SPA
DISTRIBUTION ---------------------------------------------------------------------------- ------------------------
DATE 0% % % % % % 0% %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------- ---------------------------------------------------------------------------- ------------------------

<CAPTION>
DISTRIBUTION
DATE % % % %
<S> <C> <C> <C> <C>
- -----------------------
</TABLE>

- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in reduction of principal
balance by the number of years from the date of the issuance of such
Certificate to the related Distribution Date, (ii) adding the results and
(iii) dividing the sum by the aggregate distributions in reduction of
principal balance referred to in clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass.

S-72
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-9 CLASS A-10
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES FOLLOWING PERCENTAGES
OF SPA OF SPA
DISTRIBUTION ---------------------------------------------------------------------------- ------------------------
DATE 0% % % % % % 0% %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------- ---------------------------------------------------------------------------- ------------------------

<CAPTION>
DISTRIBUTION
DATE % % % %
<S> <C> <C> <C> <C>
- -----------------------
</TABLE>

- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in reduction of principal
balance by the number of years from the date of the issuance of such
Certificate to the related Distribution Date, (ii) adding the results and
(iii) dividing the sum by the aggregate distributions in reduction of
principal balance referred to in clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass.

S-73
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-R CLASS A-PO
CERTIFICATE AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES FOLLOWING PERCENTAGES
OF SPA OF SPA
DISTRIBUTION ---------------------------------------------------------------------------- ------------------------
DATE 0% % % % % % 0% %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- ---------------------------------------------------------------------------- ------------------------

<CAPTION>
DISTRIBUTION
DATE % % % %
<S> <C> <C> <C> <C>
- -------------------
</TABLE>

- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in reduction of principal
balance by the number of years from the date of the issuance of such
Certificate to the related Distribution Date, (ii) adding the results and
(iii) dividing the sum by the aggregate distributions in reduction of
principal balance referred to in clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass.

S-74
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE OUTSTANDING FOR:

<TABLE>
<CAPTION>
CLASS M, CLASS B-1 AND CLASS B-2
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ----------------------------------------------------------------------------
DATE 0% % % % % %
<S> <C> <C> <C> <C> <C> <C>
- ------------------- ----------------------------------------------------------------------------
</TABLE>

- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in reduction of principal
balance by the number of years from the date of the issuance of such
Certificate to the related Distribution Date, (ii) adding the results and
(iii) dividing the sum by the aggregate distributions in reduction of
principal balance referred to in clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass.

S-75
<PAGE>
Interest accrued on the Class A, Class M and Offered Class B Certificates
will be reduced by the amount of any interest portions of Realized Losses
allocated to such Certificates as described under "Description of the
Certificates -- Interest" herein. The yield on the Class A, Class M and Offered
Class B Certificates will be less than the yield otherwise produced by their
respective Pass-Through Rates and the prices at which such Certificates are
purchased because the interest which accrues on the Mortgage Loans during each
month will not be passed through to Certificateholders until the 25th day of the
month following the end of such month (or if such 25th day is not a business
day, the following business day).
The Seller intends to file certain additional yield tables and other
computational materials with respect to one or more Subclasses or Class of
Offered Certificates with the Securities and Exchange Commission in a Report on
Form 8-K. See "Incorporation Of Certain Documents By Reference" in the
Prospectus. Such tables and materials will have been prepared by the Underwriter
at the request of certain prospective investors, based on assumptions provided
by, and satisfying the special requirements of, such investors. Such tables and
assumptions may be based on assumptions that differ from the Structuring
Assumptions. Accordingly, such tables and other materials may not be relevant to
or appropriate for investors other than those specifically requesting them.
SENSITIVITY OF THE CLASS A-PO CERTIFICATES
THE YIELD TO AN INVESTOR IN THE CLASS A-PO CERTIFICATES WILL BE HIGHLY
SENSITIVE TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS)
ON THE DISCOUNT MORTGAGE LOANS, WHICH RATE MAY FLUCTUATE SIGNIFICANTLY FROM TIME
TO TIME. AN INVESTOR SHOULD FULLY CONSIDER THE ASSOCIATED RISKS, INCLUDING THE
RISK THAT A RELATIVELY SLOW RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS)
ON THE DISCOUNT MORTGAGE LOANS WILL HAVE A NEGATIVE EFFECT ON THE YIELD TO AN
INVESTOR IN THE CLASS A-PO CERTIFICATES. THE DISCOUNT MORTGAGE LOANS WILL HAVE
LOWER NET MORTGAGE INTEREST RATES THAN THE OTHER MORTGAGE LOANS. IN GENERAL,
MORTGAGE LOANS WITH LOWER MORTGAGE INTEREST RATES MAY TEND TO PREPAY AT A SLOWER
RATE OF PAYMENT IN RESPECT OF PRINCIPAL THAN MORTGAGE LOANS WITH RELATIVELY
HIGHER MORTGAGE INTEREST RATES, IN RESPONSE TO CHANGES IN MARKET INTEREST RATES.
AS A RESULT, THE DISCOUNT MORTGAGE LOANS MAY PREPAY AT A SLOWER RATE OF PAYMENT
IN RESPECT OF PRINCIPAL THAN THE OTHER MORTGAGE LOANS, RESULTING IN A LOWER
YIELD ON THE CLASS A-PO CERTIFICATES THAN WOULD BE THE CASE IF THE DISCOUNT
MORTGAGE LOANS PREPAID AT THE SAME RATE AS THE OTHER MORTGAGE LOANS.
The following table indicates the sensitivity to various rates of prepayment
on the Discount Mortgage Loans of the pre-tax yields to maturity on a corporate
bond equivalent ("CBE") basis of the Class A-PO Certificates. Such calculations
are based on distributions made in accordance with "Description of the
Certificates" above, on the Structuring Assumptions and on the further
assumptions that (i) the Class A-PO Certificates will be purchased on ,
199 at an aggregate purchase price of % of the initial Class A Subclass
Principal Balance of the Class A-PO Certificates and (ii) distributions to
holders of the Class A-PO Certificates will be made on the 25th day of each
month commencing in 199 .
SENSITIVITY OF THE PRE-TAX YIELD TO MATURITY ON THE CLASS A-PO CERTIFICATES TO
PREPAYMENTS

<TABLE>
<CAPTION>
PERCENTAGES OF SPA
----------------------------------------------------------------------
0% % % % % %
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Pre-Tax Yield (CBE)......................... % % % % % %
</TABLE>

The pre-tax yields to maturity set forth in the preceding table were
calculated by (i) determining the monthly discount rates which, when applied to
the assumed stream of cash flows to be paid on the Class A-PO Certificates,
would cause the discounted present value of such assumed stream of cash flows to
equal an assumed aggregate purchase price for the Class A-PO Certificates of
approximately % of their initial Class A Subclass Principal Balance and
(ii) converting such monthly rates to corporate bond equivalent rates. Such
calculation does not take into account the interest rates at which investors may
be able to reinvest funds received by them as distributions on the Class A-PO
Certificates and consequently

S-76
<PAGE>
does not purport to reflect the return on any investment in the Class A-PO
Certificates when such reinvestment rates are considered.
NOTWITHSTANDING THE ASSUMED PREPAYMENT RATES REFLECTED IN THE PRECEDING
TABLE, IT IS HIGHLY UNLIKELY THAT THE DISCOUNT MORTGAGE LOANS WILL PREPAY AT A
CONSTANT RATE UNTIL MATURITY OR THAT ALL OF THE DISCOUNT MORTGAGE LOANS WILL
PREPAY AT THE SAME RATE. In addition, the Discount Mortgage Loans initially
included in the Trust Estate may differ from those currently expected to be
included in the Trust Estate and thereafter may be changed as a result of
permitted substitutions. As a result of these factors, the pre-tax yields on the
Class A-PO Certificates are likely to differ from those shown in such table,
even if all of the Discount Mortgage Loans prepay at the indicated percentages
of SPA.
YIELD CONSIDERATIONS WITH RESPECT TO THE CLASS B-1 AND CLASS B-2 CERTIFICATES
Defaults on mortgage loans may be measured relative to a default standard or
model. The model used in this Prospectus Supplement, the standard default
assumption ("SDA"), represents an assumed rate of default each month relative to
the then-outstanding performing principal balance of a pool of new mortgage
loans. A default assumption of 100% SDA assumes constant default rates of 0.02%
per annum of the then-outstanding principal balance of such mortgage loans in
the first month of the life of the mortgage loans and an additional 0.02% per
annum in each month thereafter until the 30th month. Beginning in the 30th month
and in each month thereafter through the 60th month of the life of the mortgage
loans, 100% SDA assumes a constant default rate of 0.60% per annum each month.
Beginning in the 61st month and in each month thereafter through the 120th month
of the life of the mortgage loans, 100% SDA assumes that the constant default
rate declines each month by 0.0095% per annum, and that the constant default
rate remains at 0.03% per annum in each month after the 120th month. For the
purposes of the following tables, it is assumed that there is no delay between
the default and liquidation of the mortgage loans. As used in the following
tables, "0% SDA" assumes default rates equal to 0% of SDA (no defaults).
Correspondingly, " % SDA" assumes default rates equal to % of SDA, and so
forth. SDA does not purport to be a historical description of default experience
or a prediction of the anticipated rate of default of any pool of mortgage
loans, including the Mortgage Loans.
The following tables indicate the sensitivity of the pre-tax yield to
maturity on the Class B-1 and Class B-2 Certificates to various rates of
prepayment and varying levels of aggregate Realized Losses. The tables set forth
below are based upon, among other things, the Structuring Assumptions (other
than the assumption that no defaults shall have occurred with respect to the
Mortgage Loans) and the additional assumptions that liquidations (other than
those scenarios indicated as 0% of SDA (no defaults)) occur monthly (other than
on a Due Date) at the percentages of SDA set forth in the table.
In addition, it was assumed that (i) Realized Losses on liquidations of %
or % of the outstanding principal balance of such liquidated Mortgage Loans,
as indicated in the tables below (referred to as a "Loss Severity Percentage")
will occur at the time of liquidation, (ii) there are no Special Hazard Losses,
Fraud Losses or Bankruptcy Losses, (iii) the Class B-1 and Class B-2
Certificates are purchased on , 199 at assumed purchase prices equal to
% and %, respectively, of the Class B Subclass Principal Balances
thereof plus accrued interest from , 199 to (but not including)
, 199 and (iv) that there were no delinquencies on the Mortgage Loans.
It is unlikely that the Mortgage Loans will have the precise characteristics
referred to herein or that they will prepay or liquidate at any of the rates
specified. The assumed percentages of SDA and SPA shown in the tables below are
for illustrative purposes only and the Seller makes no representations with
respect to the reasonableness of such assumptions or that the actual rates of
prepayment and liquidation and loss severity experience of the Mortgage Loans
will in any way correspond to any of the assumptions made herein. Consequently,
there can be no assurance that the pre-tax yield to maturity of the Class B-1
and Class B-2 Certificates will correspond to any of the pre-tax yields shown
below.
The pre-tax yields set forth in the following tables were calculated by
determining the monthly discount rates which, when applied to the assumed
streams of cash flows to be paid on the Class B-1 and

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Class B-2 Certificates, would cause the discounted present value of such assumed
streams of cash flows to equal the aggregate assumed purchase prices of the
Class B-1 and Class B-2 Certificates set forth below. In all cases, monthly
rates were then converted to the semi-annual corporate bond equivalent yields
shown below. Implicit in the use of any discounted present value or internal
rate of return calculations such as these is the assumption that intermediate
cash flows are reinvested at the discount rate or internal rate of return. Thus,
these calculations do not take into account the different interest rates at
which investors may be able to reinvest funds received by them as distributions
on the Class B-1 and Class B-2 Certificates. Consequently, these yields do not
purport to reflect the total return on any investment in the Class B-1 and Class
B-2 Certificates when such reinvestment rates are considered.
SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS B-1
CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES

LOSS PERCENTAGES OF SPA
PERCENTAGE SEVERITY ---------------------------------------------
OF SDA PERCENTAGE 0% % % % % %
- ---------------------------- ---------- ----- ----- ----- ----- ----- -----
</TABLE>

SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS B-2
CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES

<S> <C> <C> <C> <C> <C> <C> <C>
LOSS PERCENTAGES OF SPA
PERCENTAGE SEVERITY ------------------------------------------------
OF SDA PERCENTAGE 0% % % % % %
- ---------------------------- ---------- ------- ------ ----- ----- ----- -----
</TABLE>

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<PAGE>
The following table sets forth the amount of Realized Losses that would be
incurred with respect to the Mortgage Loans, expressed as a percentage of the
aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off
Date.
AGGREGATE REALIZED LOSSES

Notwithstanding the assumed percentages of SDA, Loss Severity Percentages
and prepayment rates reflected in the preceding tables, it is highly unlikely
that the Mortgage Loans will be prepaid or that the Realized Losses will be
incurred according to one particular pattern. For this reason, and because the
timing of cash flows is critical to determining yields, the pre-tax yields to
maturity on the Class B-1 and Class B-2 Certificates are likely to differ from
those shown in the tables. There can be no assurance that the Mortgage Loans
will prepay at any particular rate or that Realized Losses will be incurred at
any particular level or that the yields on the Class B-1 and Class B-2
Certificates will conform to any of the yields described herein. Moveover, the
various remaining terms to maturity of the Mortgage Loans could produce slower
or faster principal distributions than indicated in the preceding tables at the
various constant percentages of SPA specified, even if the weighted average
remaining term to maturity of the Mortgage Loans is as assumed.
Investors are urged to make their investment decisions based on their
determinations as to anticipated rates of prepayment and Realized Losses under a
variety of scenarios. Investors in Class B-1 and Class B-2 Certificates should
fully consider the risk that Realized Losses on the Mortgage Loans could result
in the failure of such investors to fully recover their investments.
POOLING AND SERVICING AGREEMENT
GENERAL
The Series 199 - Certificates will be issued pursuant to a Pooling and
Servicing Agreement to be dated as of the date of initial issuance of the Series
199 - Certificates (the "Pooling and Servicing Agreement") among the Seller, the
Master Servicer and the Trustee. Reference is made to the Prospectus for
important additional information regarding the terms and conditions of the
Pooling and Servicing Agreement and the Series 199 - Certificates. See
"Description of the Certificates," "Servicing of the Mortgage Loans" and "The
Pooling and Servicing Agreement" in the Prospectus.
The Trust Estate created pursuant to the Pooling and Servicing Agreement
will consist of (i) the Mortgage Loans as described under "Description of the
Mortgage Loans," (ii) such assets as from time to time are identified as
deposited in any account held for the benefit of the Certificateholders, (iii)
any Mortgaged Properties acquired on behalf of the Certificateholders by
foreclosure or by deed in lieu of foreclosure after the date of original
issuance of the Certificates and (iv) the rights of the Trustee to receive the
proceeds of all insurance policies and performance bonds, if any, required to be
maintained pursuant to the Pooling and Servicing Agreement.

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<PAGE>
DISTRIBUTIONS
Distributions (other than the final distribution in retirement of the
Offered Certificates of each Class or Subclass) will be made by check mailed to
the address of the person entitled thereto as it appears on the Certificate
Register. However, with respect to any holder of an Offered Certificate
evidencing at least a $5,000,000 initial principal balance, distributions will
be made on the Distribution Date by wire transfer in immediately available
funds, provided that the Master Servicer, or the paying agent acting on behalf
of the Master Servicer, shall have been furnished with appropriate wiring
instructions not less than seven business days prior to the related Distribution
Date. The final distribution in respect of each Class or Subclass of Offered
Certificates will be made only upon presentation and surrender of the related
Certificate at the office or agency appointed by the Trustee specified in the
notice of final distribution with respect to the related Subclass or Class.
Unless Definitive Certificates are issued as described above, the Master
Servicer and the Trustee will treat DTC as the Holder of the Book-Entry
Certificates for all purposes, including making distributions thereon and taking
actions with respect thereto. DTC will make book-entry transfers among its
participants with respect to the Book-Entry Certificates; it will also receive
distributions on the Book-Entry Certificates from the Trustee and transmit them
to participants for distribution to Beneficial Owners or their nominees.
VOTING
With respect to any provisions of the Pooling and Servicing Agreement
providing for the action, consent or approval of the holders of all Series
199 - Certificates evidencing specified Voting Interests in the Trust Estate,
the holders of the Class A Certificates will collectively be entitled to a
percentage (the "Class A Voting Interest") of the aggregate Voting Interest
represented by all Series 199 - Certificates equal to the sum of (A) the product
of (i) the then applicable Class A Percentage and (ii) the ratio obtained by
dividing the Pool Balance (Non-PO Portion) by the sum of the Pool Balance
(Non-PO Portion) and the Pool Balance (PO Portion) (the "Non-PO Voting
Interest") and (B) the Pool Balance (PO Portion) divided by the sum of the Pool
Balance (Non-PO Portion) and the Pool Balance (PO Portion); the holders of the
Class M Certificates will collectively be entitled to the then-applicable
percentage of the aggregate Voting Interest represented by all Series 199 -
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and the holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 199 - Certificates (the "Class B Voting Interest").
The aggregate Voting Interest of each Subclass of Class A Certificates (other
than the Class A-PO Certificates) on any date will be equal to the product of
(a) the Class A Voting Interest on such date represented by clause (A) above and
(b) the fraction obtained by dividing the Class A Subclass Principal Balance of
such Subclass by the Class A Non-PO Principal Balance on such date. The
aggregate Voting Interest of the Class A-PO Certificates will be equal to the
portion of the Class A Voting Interest on such date represented by clause (B)
above. The aggregate Voting Interest of each Subclass of Class B Certificates on
any date will be equal to the product of (a) the Class B Voting Interest on such
date and (b) the fraction obtained by dividing the Class B Subclass Principal
Balance of such Subclass on such date by the Class B Principal Balance on such
date. Each Certificateholder of a Class or Subclass will have a Voting Interest
equal to the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such holder's Certificates. With respect to any provisions of the
Pooling and Servicing Agreement providing for action, consent or approval of
each Class or Subclass of Certificates or specified Classes or Subclasses of
Certificates, each Certificateholder of a Class or Subclass will have a Voting
Interest in such Class or Subclass equal to such holder's Percentage Interest in
such Class or Subclass. Unless Definitive Certificates are issued as described
above, Beneficial Owners of Book-Entry Certificates may exercise their voting
rights only through Participants.

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<PAGE>
TRUSTEE
The Trustee for the Series 199 - Certificates will be ,
a national banking association. The corporate trust office of the Trustee is
located at . The Trustee will be responsible for monitoring
the compliance of the Master Servicer with the Pooling and Servicing Agreement
and the Underlying Servicing Agreements. See "The Pooling and Servicing
Agreement -- The Trustee" in the Prospectus. In addition, the Trustee will be
required to make Periodic Advances to the limited extent described herein with
respect to the Mortgage Loans serviced by Norwest Mortgage if Norwest Mortgage,
as Servicer, fails to make a Periodic Advance required by the related Underlying
Servicing Agreement. See "Description of the Certificates -- Periodic Advances"
herein.
MASTER SERVICER
Norwest Bank will act as "Master Servicer" of the Mortgage Loans and, in
that capacity, will supervise the servicing of the Mortgage Loans, cause the
Mortgage Loans to be serviced in the event a Servicer is terminated and a
successor servicer is not appointed, provide certain reports to the Trustee
regarding the Mortgage Loans and the Certificates and make Periodic Advances to
the limited extent described herein with respect to the Mortgage Loans if a
Servicer other than Norwest Mortgage fails to make a Periodic Advance required
by the related Underlying Servicing Agreement. The Master Servicer will be
entitled to a "Master Servicing Fee" payable monthly equal to the product of (i)
1/12th of [a fixed percentage per annum]% (the "Master Servicing Fee Rate") and
(ii) the aggregate Scheduled Principal Balances of the Mortgage Loans as of the
first day of each month. The Master Servicer will pay all administrative
expenses to the Trust Estate subject to reimbursement as described under "Master
Servicer" in the Prospectus.
SPECIAL SERVICING AGREEMENTS

The Pooling and Servicing Agreement may permit the Master Servicer to enter
into a special servicing agreement with an unaffiliated holder of a Subclass of
Class B Certificates or of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates. Pursuant to such an agreement, such holder may instruct the Master
Servicer to instruct the Servicers, to the extent provided in the applicable
Underlying Servicing Agreement to commence or delay foreclosure proceedings with
respect to delinquent Mortgage Loans. Such commencement or delay at such
holder's direction will be taken by the Master Servicer only after such holder
deposits a specified amount of cash with the Master Servicer. Such cash will be
available for distribution to Certificateholders if Liquidation Proceeds are
less than they otherwise may have been had the Servicers acted pursuant to their
normal servicing procedures.
OPTIONAL TERMINATION
At its option, the Seller may purchase from the Trust Estate all of the
Mortgage Loans, and thereby effect early retirement of the Series 199 -
Certificates, on any Distribution Date when the Pool Scheduled Principal Balance
is less than % of the Cut-Off Date Aggregate Principal Balance. Any such
purchase will be made only in connection with a "qualified liquidation" the
REMIC within the meaning of Section 860F(a)(4)(A) of the Code. The purchase
price will generally be equal to the unpaid principal balance of each Mortgage
Loan plus the fair market value of other property (including any Mortgaged
Property title to which has been acquired by the Trust Estate ("REO Property"))
in the Trust Estate plus accrued interest. In the event the Trust Estate is
liquidated as described above, holders of the Certificates, to the extent funds
are available, will receive the unpaid principal balance of their Certificates
and any accrued and unpaid interest thereon. The amount, if any, remaining in
the Certificate Account after the payment of all principal and interest on the
Certificates and expenses of the REMIC will be distributed to the holder of the
Class A-R Certificate. See "Description of the Certificates -- Additional Rights
of the Class A-R Certificateholder" herein and "The Pooling and Servicing
Agreement -- Termination; Purchase of Mortgage Loans" in the Prospectus. The
exercise of the foregoing option will be in the Seller's sole discretion.
Without limitation, the Seller may enter into agreements with third parties to
(i) exercise such option at the direction of such third party or (ii) forbear
from the exercise of such option.

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<PAGE>
SERVICING OF THE MORTGAGE LOANS

Norwest Mortgage will service approximately % (by Cut-Off Date
Aggregate Principal Balance) of the Mortgage Loans and the other servicers
listed below (the "Other Servicers", and collectively with Norwest Mortgage, the
"Servicers") will service the balance of the Mortgage Loans, as indicated, each
pursuant to a separate Underlying Servicing Agreement. The rights to enforce the
related Servicer's obligations under each Underlying Servicing Agreement with
respect to the related Mortgage Loans will be assigned to the Trustee for the
benefit of Certificateholders. Among other things, the Servicers are
obligated under certain circumstances to advance delinquent payments of
principal and interest with respect to the Mortgage Loans. See "Servicing of the
Mortgage Loans" in the Prospectus.
THE SERVICERS
The Mortgage Loans initially will be serviced by the following entities:

<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE OF CUT-OFF
DATE AGGREGATE PRINCIPAL BALANCE
NAME OF SERVICER SERVICED
- --------------------------------------------------------------------- -----------------------------------
<S> <C>
Norwest Mortgage, Inc................................................ %
[Other Servicers].................................................... %
------
Total............................................................ 100.00%
------
------
</TABLE>

Certain information with respect to the loan servicing experience of Norwest
Mortgage is set forth under "Delinquency and Foreclosure Experience."
The Mortgage Loans serviced by Norwest Mortgage are serviced either from
Norwest Mortgage's servicing center located in Frederick, Maryland (the "Norwest
Frederick-Serviced Loans") or from one of several other regional servicing
centers (the "Norwest Non-Frederick-Serviced Loans"). As of the Cut-Off Date, it
is expected that of the Mortgage Loans in the Trust Estate, representing
approximately % of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans will be Norwest Frederick-Serviced Loans and of the Mortgage
Loans in the Trust Estate, representing approximately % of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans will be Norwest Non-
Frederick-Serviced Loans.
SERVICER CUSTODIAL ACCOUNTS

Each Servicer is required to establish and maintain a custodial account for
principal and interest (each such account, a "Servicer Custodial Account"), into
which it will deposit all collections of principal (including principal
prepayments and Liquidation Proceeds in respect of principal, if any) on any
Mortgage Loan that such Servicer services, interest (net of Servicing Fees) on
any Mortgage Loan that such Servicer services, related insurance proceeds,
advances made from the Servicer's own funds and the proceeds of any purchase of
a related Mortgage Loan for breach of a representation or warranty or the sale
of a Mortgaged Property in connection with liquidation of the related Mortgage
Loan. All Servicer Custodial Accounts are required to be held in a depository
institution and invested in the manner specified in the related Underlying
Servicing Agreement. Funds in such accounts generally must be held separate and
apart from the assets of the Servicer and generally may not be commingled with
funds held by a Servicer with respect to mortgage loans other than the Mortgage
Loans.
Not later than the Remittance Date, the Servicers are obligated to remit to
the Certificate Account all amounts on deposit in the Servicer Custodial
Accounts as of the close of business on the business day preceding the
Remittance Date other than the following:

(a) amounts received as late payments of principal or interest
respecting which such Servicer previously has made one or more unreimbursed
Periodic Advances;
(b) any unreimbursed Periodic Advances of such Servicer with respect to
Liquidated Loans;

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<PAGE>
(c) those portions of each payment of interest on a particular Mortgage
Loan which represent the applicable Servicing Fee, as adjusted where
applicable in respect of Month End Interest as described under "Description
of the Certificates -- Interest";

(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) unless the applicable Underlying Servicing Agreement provides for
daily remittances of Unscheduled Principal Receipts, as described below
under "-- Anticipated Changes in Servicing," all Unscheduled Principal
Receipts received by such Servicer after the applicable Unscheduled
Principal Receipt Period with respect thereto specified in the applicable
Underlying Servicing Agreement, and all related payments of interest on such
amounts;

(f) all amounts representing certain expenses reimbursable to such
Servicer and any other amounts permitted to be retained by such Servicer or
withdrawn by such Servicer from the Servicer Custodial Account pursuant to
the applicable Underlying Servicing Agreement;
(g) all amounts in the nature of late fees, assumption fees, prepayment
fees and similar fees which such Servicer is entitled to retain as
additional servicing compensation; and

(h) reinvestment earnings on payments received in respect of the
Mortgage Loans or on other amounts on deposit in the related Servicer
Custodial Account.
UNSCHEDULED PRINCIPAL RECEIPTS
The Pooling and Servicing Agreement specifies, as to each type of
Unscheduled Principal Receipt, a period (as to each type of Unscheduled
Principal Receipt, the "Unscheduled Principal Receipt Period") during which all
Unscheduled Principal Receipts of such type received by the Servicer will be
distributed to Certificateholders on the related Distribution Date. Each
Unscheduled Principal Receipt Period will either be (i) the one month period
ending on the last day of the calendar month preceding the month in which the
applicable Remittance Date occurs (such period a "Prior Month Receipt Period")
or (ii) the one month period ending on the day preceding the Determination Date
preceding the applicable Remittance Date (such period a "Mid-Month Receipt
Period").
With respect to the Norwest Frederick-Serviced Loans, the Unscheduled
Principal Receipt Period with respect to all types of Unscheduled Principal
Receipts is a Mid-Month Receipt Period. With respect to the Norwest
Non-Frederick-Serviced Loans and Mortgage Loans serviced by Other Servicers, the
Unscheduled Principal Receipt Period with respect to all types of Unscheduled
Principal Receipts is a Prior Month Receipt Period.
ANTICIPATED CHANGES IN SERVICING
CHANGES IN TIMING OF REMITTANCES OF UNSCHEDULED PRINCIPAL RECEIPTS IN FULL
AND ELIMINATION OF MONTH END INTEREST. The Pooling and Servicing Agreement will
provide that the Master Servicer may (but is not required), from time to time
and without the consent of any Certificateholder, the Trustee or the Trust
Administrator, require Norwest Mortgage as Servicer under the related Underlying
Servicing Agreement to, or enter into an amendment to any applicable Underlying
Servicing Agreement to require any Other Servicer to, remit Unscheduled
Principal Receipts in full to the Master Servicer for deposit into the
Certificate Account daily on a specified business day following receipt thereof
which will generally result in a deposit earlier than on the following
Remittance Date. In conjunction with any such change, the applicable Servicer
would be relieved of its obligation to remit Month End Interest and certain
other conforming changes may be made. Such changes would have an effect on the
amount of Compensating Interest as described herein under the heading
"Description of the Certificates -- Interest." Further, the Pooling and
Servicing Agreement will provide that the Master Servicer may (but is not
required to), without the consent of any Certificateholder or the Trustee,
require Norwest Mortgage or any successor thereto under the applicable
Underlying Servicing Agreement to make remittances to the Certificate Account
(other than any remittances which are required to be made daily) on the 18th day
of each month,

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or if such 18th day is not a business day, on the preceding business day. No
assurance can be given as to the timing of any such changes or that any such
changes will occur.

CHANGES IN UNSCHEDULED PRINCIPAL RECEIPT PERIOD. The Pooling and Servicing
Agreement will provide that the Master Servicer may (but is not required to),
from time to time and without the consent of any Certificateholder or the
Trustee, (i) direct Norwest Mortgage as Servicer under the related Underlying
Servicing Agreement to change the Unscheduled Principal Receipt Period
applicable to any type of Unscheduled Principal Receipt within the parameters
described in (i), (ii) and (iii) below or (ii) with respect to any Other
Servicer, enter into an amendment to any applicable Underlying Servicing
Agreement for the purpose of changing the Unscheduled Principal Receipt Period
applicable to any type of Unscheduled Principal Receipt within the parameters
described in (iv) below and making any necessary conforming changes incident
thereto. In connection therewith, (i) the Unscheduled Principal Receipt Period
for the Norwest Non-Frederick-Serviced Loans may be changed (to achieve
consistency with the Norwest Frederick-Serviced Loans) to a Mid-Month Receipt
Period with respect to all types of Unscheduled Principal Receipts; (ii) the
Unscheduled Principal Receipt Period for the Norwest Non-Frederick-Serviced
Loans may be changed to achieve an Unscheduled Principal Receipt Period regime
(the "Target Regime") under which the Unscheduled Principal Receipt Period with
respect to partial Unscheduled Principal Receipts would be a Prior Month Receipt
Period and the Unscheduled Principal Receipt Period with respect to Unscheduled
Principal Receipts in full would be a Mid-Month Receipt Period; (iii) the
Unscheduled Principal Receipt Period for the Norwest Frederick-Serviced Loans
may be changed to the Target Regime; and (iv) the Unscheduled Principal Receipt
Periods for the Mortgage Loans serviced by Other Servicers may be changed to the
Target Regime.
Because Unscheduled Principal Receipts will result in interest shortfalls to
the extent that they are not distributed to Certificateholders in the month in
which they are received by the applicable Servicer, changing the applicable
Unscheduled Principal Receipt Period from a Mid-Month Receipt Period to a Prior
Month Receipt Period may have the effect of increasing the amount of interest
shortfalls with respect to the applicable type of Unscheduled Principal Receipt.
Conversely, changing the applicable Unscheduled Principal Receipt Period from a
Prior Month Receipt Period to a Mid-Month Receipt Period may decrease the amount
of interest shortfalls with respect to the applicable type of Unscheduled
Principal Receipt. See "Description of the Certificates -- Interest." No
assurance can be given as to the timing of any change to any Unscheduled
Principal Receipt Period or that any such changes will occur.

FIXED RETAINED YIELD; SERVICING COMPENSATION AND PAYMENT OF EXPENSES
A fixed percentage of the interest on each Mortgage Loan (the "Fixed
Retained Yield") with a per annum Mortgage Interest Rate greater than (i) the
sum of (a) %, (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 rate described in clause
(i), will not be included in the Trust Estate. There will be no Fixed Retained
Yield on any Mortgage Loan with a Mortgage Interest Rate equal to or less than
the rate described in clause (i). See "Servicing of the Mortgage Loans -- Fixed
Retained Yield, Servicing Compensation and Payment of Expenses" in the
Prospectus for further information regarding Fixed Retained Yield.
The primary compensation payable to each of the Servicers is the aggregate
of the Servicing Fees applicable to the related Mortgage Loans. The Servicing
Fee applicable to each Mortgage Loan is expressed as a fixed percentage (the
"Servicing Fee Rate") of the scheduled principal balance (as defined in the
Underlying Servicing Agreements) of such Mortgage Loan as of the first day of
each month. The Servicing Fee Rate for each Mortgage Loan will be a fixed
percentage rate per annum. The Servicing Fee Rate for each Mortgage Loan is
% per annum. In addition to the Servicing Fees, late payment fees, loan
assumption fees and prepayment fees with respect to the Mortgage Loans, and any
interest or other income earned on collections with respect to the Mortgage
Loans pending remittance to the Certificate Account, will be paid to, or
retained by, the Servicers as additional servicing compensation.

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<PAGE>
The Master Servicer will pay all routine expenses, including fees of the
Trustee incurred in connection with its responsibilities under the Pooling and
Servicing Agreement, subject to certain rights of reimbursement as described in
the Prospectus. The servicing fees and other expenses of the REMIC will be
allocated to a holder of the Class A-R Certificate who is an individual, estate
or trust (whether such Certificate is held directly or through certain
pass-through entities) as additional gross income without a corresponding
distribution of cash, and any such investor (or its owners, in the case of a
pass-through entity) may be limited in its ability to deduct such expenses for
regular tax purposes and may not be able to deduct such
expenses to any extent for alternative minimum tax purposes. See "Certain
Federal Income Tax Consequences -- Federal Income Tax Consequences for REMIC
Certificates -- Limitations on Deduction of Certain Expenses" in the Prospectus.

SERVICER DEFAULTS
The Trustee will have the right pursuant to the Underlying Servicing
Agreements to terminate a Servicer in certain events, including the breach by
such Servicer of any of its material obligations under its Underlying Servicing
Agreement. In the event of such termination, (i) the Trustee may enter into a
substitute Underlying Servicing Agreement with the Master Servicer or, at the
Master Servicer's nomination, another servicing institution acceptable to the
Trustee and each Rating Agency; and (ii) the Master Servicer shall assume
certain of the Servicer's servicing obligations under such Underlying Servicing
Agreement, including the obligation to make Periodic Advances (limited as
provided herein under the heading "Pooling and Servicing Agreement -- Periodic
Advances"), until such time as a successor servicer is appointed. Any successor
Servicer, including the Master Servicer or the Trustee, will be entitled to
compensation arrangements similar to those provided to the Servicer. See
"Servicing of the Mortgage Loans -- Fixed Retained Yield, Servicing Compensation
and Payment of Expenses" in the Prospectus.
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion represents the opinion of Cadwalader, Wickersham &
Taft as to the anticipated material federal income tax consequences of the
purchase, ownership and disposition of the Offered Certificates.
An election will be made to treat the Trust Estate, and the Trust Estate
will qualify, as a REMIC for federal income tax purposes. The Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10 and Class A-PO Certificates, the Class M Certificates and the
Class B-1 and Class B-2 Certificates (collectively, the "Regular Certificates"),
together with the Class B-3, Class B-4 and Class B-5 Certificates, will be
designated as regular interests in the REMIC, and the Class A-R Certificate will
be designated as the residual interest in the REMIC. The Class A-R Certificate
is a "Residual Certificate" for purposes of the Prospectus. The assets of the
REMIC will include the Mortgage Loans, together with the amounts held by the
Master Servicer in a separate account in which collections on the Mortgage Loans
will be deposited (the "Certificate Account"), the hazard insurance policies and
primary mortgage insurance policies, if any, relating to the Mortgage Loans and
any property that secured a Mortgage Loan that is acquired by foreclosure or
deed in lieu of foreclosure.
The Offered Certificates will be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" for domestic
building and loan associations and "real estate assets" for real estate
investment trusts, to the extent described in the Prospectus.
REGULAR CERTIFICATES
The Regular Certificates generally will be treated as newly originated debt
instruments for federal income tax purposes. Beneficial Owners (or in the case
of Definitive Certificates, holders) of the Regular Certificates will be
required to report income on such Certificates in accordance with the accrual
method of accounting.
The Class A-PO Certificates will be issued with original issue discount in
an amount equal to the excess of the initial principal balance thereof over
their issue price. It is anticipated that the Class

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<PAGE>
Certificates will be issued with original issue discount in an amount equal to
the excess of their initial principal balances (plus days of interest at the
pass-through rates thereon) over their respective issue prices (including
accrued interest). It is also anticipated that the Class Certificates will be
issued at a premium and the Class Certificates will be issued with DE MINIMIS
original issue discount for federal income tax purposes. It is further
anticipated that the Class B-3, Class B-4 and Class B-5 Certificates, which are
not offered hereby, will be issued with original issue discount for federal
income tax purposes.

The Prepayment Assumption (as defined in the Prospectus) that the Master
Servicer intends to use in determining the rate of accrual of original issue
discount will be calculated using % SPA. No representation is made as to the
actual rate at which the Mortgage Loans will prepay.
RESIDUAL CERTIFICATE
The holder of the Class A-R Certificate must include the taxable income or
loss of the REMIC in determining its federal taxable income. The Class A-R
Certificate will remain outstanding for federal income tax purposes until there
are no Certificates of any other Class outstanding. PROSPECTIVE INVESTORS ARE
CAUTIONED THAT THE CLASS A-R CERTIFICATEHOLDER'S REMIC TAXABLE INCOME AND THE
TAX LIABILITY THEREON MAY EXCEED, AND MAY SUBSTANTIALLY EXCEED, CASH
DISTRIBUTIONS TO SUCH HOLDER DURING CERTAIN PERIODS, IN WHICH EVENT, THE HOLDER
THEREOF MUST HAVE SUFFICIENT ALTERNATIVE SOURCES OF FUNDS TO PAY SUCH TAX
LIABILITY. Furthermore, it is anticipated that all or a substantial portion of
the taxable income of the REMIC includible by the holder of the Class A-R
Certificate will be treated as "excess inclusion" income, resulting in (i) the
inability of such holder to use net operating losses to offset such income from
the REMIC, (ii) the treatment of such income as "unrelated business taxable
income" to certain holders who are otherwise tax-exempt, and (iii) the treatment
of such income as subject to 30% withholding tax to certain non-U.S. investors,
with no exemption or treaty reduction.
The Class A-R Certificate will be considered a "noneconomic residual
interest," with the result that transfers thereof would be disregarded for
federal income tax purposes if any significant purpose of the transferor was to
impede the assessment or collection of tax. Accordingly, the transferee
affidavit used for transfer of the Class A-R Certificate will require the
transferee to affirm that it (i) historically has paid its debts as they have
come due and intends to do so in the future, (ii) understands that it may incur
tax liabilities with respect to the Class A-R Certificate in excess of cash
flows generated thereby, (iii) intends to pay taxes associated with holding the
Class A-R Certificate as such taxes become due and (iv) will not transfer the
Class A-R Certificate to any person or entity that does not provide a similar
affidavit. The transferor must certify in writing to the Trustee that, as of the
date of the transfer, it had no knowledge or reason to know that the
affirmations made by the transferee pursuant to the preceding sentence were
false. Additionally, the Class A-R Certificate generally may not be transferred
to certain persons who are not U.S. Persons (as defined herein). See
"Description of the Certificates -- Restrictions on Transfer of the Class A-R,
Class M and Offered Class B Certificates" and "Certain Federal Income Tax
Consequences -- Federal Income Tax Consequences For REMIC Certificates," "--
Taxation of Residual Certificates -- Limitations on Offset or Exemption of REMIC
Income" and "-- Tax-Related Restrictions on Transfer of Residual Certificates --
Noneconomic Residual Interests" in the Prospectus.
An individual, trust or estate that holds the Class A-R Certificate (whether
such Certificate is held directly or indirectly through certain pass-through
entities) also may have additional gross income with respect to, but may be
subject to limitations on the deductibility of, Servicing Fees on the Mortgage
Loans and other administrative expenses of the REMIC in computing such holder's
regular tax liability, and may not be able to deduct such fees or expenses to
any extent in computing such holder's alternative minimum tax liability. In
addition, some portion of a purchaser's basis, if any, in the Class A-R
Certificate may not be recovered until termination of the REMIC. Furthermore,
the federal income tax consequences of any consideration paid to a transferee on
a transfer of the Class A-R Certificate are unclear. The preamble to the REMIC
Regulations indicates that the Internal Revenue Service anticipates providing
guidance with respect to the federal tax treatment of such consideration. Any
transferee receiving consideration with respect to the Class A-R Certificate
should consult its tax advisors.

S-86
<PAGE>
DUE TO THE SPECIAL TAX TREATMENT OF RESIDUAL INTERESTS, THE EFFECTIVE
AFTER-TAX RETURN OF THE CLASS A-R CERTIFICATE MAY BE SIGNIFICANTLY LOWER THAN
WOULD BE THE CASE IF THE CLASS A-R CERTIFICATE WERE TAXED AS A DEBT INSTRUMENT,
OR MAY BE NEGATIVE.
See "Certain Federal Income Tax Consequences" in the Prospectus.
ERISA CONSIDERATIONS

The Class A-R Certificate may not be purchased by or transferred to any
person which is an employee benefit plan within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
which is subject to Title I of ERISA or Code Section 4975 (an "ERISA Plan") or
which is 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, with an
ERISA Plan, a "Plan"), or any person utilizing the assets of such Plan.
Accordingly, the following discussion does not purport to discuss the
considerations under ERISA, Code Section 4975 or Similar Law with respect to the
purchase, acquisition or resale of the Class A-R Certificate and for purposes of
the following discussion all references to the Offered Certificates are deemed
to exclude the Class A-R Certificate.
In addition, under current law the purchase and holding of the Class M or
Offered Class B Certificates by or on behalf of a Plan may result in "prohibited
transactions" within the meaning of ERISA and Code Section 4975 or Similar Law.
Transfer of the Class M or Offered Class B Certificates will not be made unless
the transferee (i) executes a representation letter in form and substance
satisfactory to the Trustee stating that (a) it is not, and is not acting on
behalf of, any such Plan or using the assets of any such Plan to effect such
purchase or (b) if it is an insurance company, that the source of funds used to
purchase the Class M or Offered 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)) and 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 or (ii) provides an opinion of counsel in form and
substance satisfactory to the Trustee that the purchase or holding of the Class
M or Offered Class B Certificates by or on behalf of such Plan 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 and the Code or Similar Law
and will not subject the Seller, the Master Servicer or the Trustee to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement. The Class M and Offered Class B Certificates will contain a legend
describing such restrictions on transfer and the Pooling and Servicing Agreement
will provide that any attempted or purported transfer in violation of these
transfer restrictions will be null and void and will vest no rights in any
purported transferee. Accordingly, the following discussion does not purport to
discuss the considerations under ERISA, Code Section 4975 or Similar Law with
respect to the purchase, acquisition or resale of the Class M or Offered Class B
Certificates and for purposes of the following discussion all references to the
Offered Certificates are deemed to exclude the Class M and Offered Class B
Certificates.
As described in the Prospectus under "ERISA Considerations," ERISA and the
Code impose certain duties and restrictions on ERISA Plans and certain persons
who perform services for ERISA Plan. Comparable duties and restrictions may
exist under Similar Law on governmental plans and certain persons who perform
services for governmental plans. For example, unless exempted, investment by an
ERISA Plan in the Offered Certificates may constitute a prohibited transaction
under ERISA, the Code or Similar Law. There are certain exemptions issued by the
United States Department of Labor (the "DOL") that may be applicable to an
investment by an ERISA Plan in the Offered Certificates, including the
individual administrative exemption described below and Prohibited Transaction
Class Exemption 83-1 ("PTE 83-1"). For a further discussion of the individual
administrative exemption and PTE 83-1, including the necessary conditions to
their applicability, and other important factors to be considered by an ERISA
Plan contemplating investing in the Offered Certificates, see "ERISA
Considerations" in the Prospectus.
On , , the DOL issued to the Underwriter an individual
administrative exemption, Prohibited Transaction Exemption , Fed. Reg.
(the "Exemption"), from certain of the prohibited

S-87
<PAGE>
transaction rules of ERISA with respect to the initial purchase, the holding and
the subsequent resale by an ERISA Plan of certificates in pass-through trusts
that meet the conditions and requirements of the Exemption. The Exemption might
apply to the acquisition, holding and resale of the Offered Certificates by an
ERISA Plan, provided that specified conditions are met.
Among the conditions which would have to be satisfied for the Exemption to
apply to the acquisition by an ERISA Plan of the Offered Certificates is the
condition that the ERISA Plan investing in the Offered Certificates be an
"accredited investor" as defined in Rule 501(a)(1) of Regulation D of the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act").
Before purchasing an Offered Certificate, a fiduciary of an ERISA Plan
should make its own determination as to the availability of the exemptive relief
provided in the Exemption or the availability of any other prohibited
transaction exemptions (including PTE 83-1), and whether the conditions of any
such exemption will be applicable to the Offered Certificates and a fiduciary of
a governmental plan should make its own determination as to the need for and
availability of any exemptive relief under Similar Law. Any fiduciary of an
ERISA Plan considering whether to purchase an Offered Certificate should also
carefully review with its own legal advisors the applicability of the fiduciary
duty and prohibited transaction provisions of ERISA, the Code and Similar Law to
such investment. See "ERISA Considerations" in the Prospectus.
LEGAL INVESTMENT
The Class A and Class M Certificates constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984 (the "Enhancement Act") so long as they are rated in one of the two highest
rating categories by at least one nationally recognized statistical rating
organization. As such, the Class A and Class M Certificates are legal
investments for certain entities to the extent provided in the Enhancement Act.
However, institutions subject to the jurisdiction of the Office of the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation, the Office of Thrift
Supervision, the National Credit Union Administration or state banking or
insurance authorities should review applicable rules, supervisory policies and
guidelines of these agencies before purchasing any of the Offered Certificates,
as certain Subclasses of the Class A Certificates or the Class M Certificates
may be deemed to be unsuitable investments under one or more of these rules,
policies and guidelines and whether certain restrictions may apply to
investments in other Subclasses of the Class A Certificates or the Class M
Certificates. It should also be noted that certain states recently have enacted,
or have proposed enacting, legislation limiting to varying extents the ability
of certain entities (in particular insurance companies) to invest in mortgage
related securities. Investors should consult with their own legal advisors in
determining whether and to what extent the Class A and Class M Certificates
constitute legal investments for such investors. See "Legal Investment" in the
Prospectus.
The Class B-1 and Class B-2 Certificates will not constitute "mortgage
related securities" under the Enhancement Act. The appropriate characterization
of the Class B-1 and Class B-2 Certificates under various legal investment
restrictions, and thus the ability of investors subject to these restrictions to
purchase the Class B-1 and Class B-2 Certificates, may be subject to significant
interpretative uncertainties. All investors whose investment authority is
subject to legal restrictions should consult their own legal advisors to
determine whether, and to what extent, the Class B-1 and Class B-2 Certificates
will constitute legal investments for them. See "Legal Investment" in the
Prospectus.
SECONDARY MARKET
There will not be any market for the Offered Certificates prior to the
issuance thereof. The Underwriter intends to act as a market maker in the
Offered Certificates, subject to applicable provisions of federal and state
securities laws and other regulatory requirements, but is under no obligation to
do so. There can be no assurance that a secondary market in the Offered
Certificates will develop or, if such a market does develop, that it will
provide holders of Offered Certificates with liquidity of investment at any
particular time or for the life of the Offered Certificates. As a source of
information concerning the Certificates and the Mortgage Loans, prospective
investors in Certificates may obtain copies of the reports included in monthly
statements to Certificateholders described under "Description of Certificates --
Reports" upon written request to the Trustee at the Corporate Trust Office.

S-88
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement dated
, 199 and the terms agreement dated , 199 (together, the "Underwriting
Agreement") among Norwest Mortgage, the Seller and [Underwriter], as underwriter
(the "Underwriter"), the Offered Certificates offered hereby are being purchased
from the Seller by the Underwriter upon issuance. The Underwriter is committed
to purchase all of the Offered Certificates if any Offered Certificates are
purchased. The Underwriter has advised the Seller that it proposes to offer the
Offered Certificates, from time to time, for sale in negotiated transactions or
otherwise at prices determined at the time of sale. Proceeds to the Seller from
the sale of the Offered Certificates are expected to be approximately % of
the initial aggregate principal balance of the Class A Certificates (other than
the Class A-PO Certificates), approximately % of the aggregate initial
principal balance of the Class A-PO Certificates, approximately % of the
aggregate initial principal balance of the Class M Certificates, approximately
% of the aggregate initial principal balance of the Class B-1 Certificates
and approximately % of the aggregate initial principal balance of the Class
B-2 Certificates plus, in each case, accrued interest thereon, other than on an
amount equal to the aggregate initial principal balance of the Class A-PO
Certificates, at the rate of % per annum from , 199 to (but not
including) , 199 , before deducting expenses payable by the Seller. The
Underwriter, which is not an affiliate of the Seller, has advised the Seller
that the Underwriter has not allocated the purchase price paid to the Seller for
the Class A Certificates (other than the Class A-PO Certificates) among such
Subclasses of Class A Certificates. The Underwriter and any dealers that
participate with the Underwriter in the distribution of the Offered Certificates
may be deemed to be underwriters, and any discounts or commissions received by
them and any profit on the resale of Offered Certificates by them may be deemed
to be underwriting discounts or commissions, under the Securities Act.
The Underwriting Agreement provides that the Seller or Norwest Mortgage will
indemnify the Underwriter against certain civil liabilities under the Securities
Act or contribute to payments which the Underwriter may be required to make in
respect thereof.

LEGAL MATTERS
The validity of the Offered Certificates and certain tax matters with
respect thereto will be passed upon for the Seller by Cadwalader, Wickersham &
Taft, New York, New York. Certain legal matters will be passed upon for the
Underwriters by .
[For Series with a Financial Guaranty Insurance Policy:
EXPERTS
The consolidated balance sheets of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in shareholder's equity, and cash flows for each
of the three years in the period ended December 31, 1995, incorporated by
reference in this Prospectus Supplement, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in auditing and accounting.]

USE OF PROCEEDS
The net proceeds to be received from the sale of the Offered Certificates
will be applied by the Seller to the purchase from Norwest Mortgage of the
Mortgage Loans underlying the Series 199 - Certificates.

RATINGS
It is a condition to the issuance of the Offered Certificates that they will
have been rated [["Aaa" by Moody's Investors Service, Inc. ("Moody's")]["AAA" by
[Fitch Investors Service, L.P. ("Fitch")][Duff & Phelps Credit Rating Co.
("DCR")]][and]["AAA" and "AAAr" by Standard and Poor's ("S&P")]] and [["Aa" by
Moody's]["AA" by [Fitch][DCR][S&P]][and][["A" by
[Moody's][Fitch][DCR][S&P]][and][["Baa" by Moody's]["BBB" by [Fitch][DCR][S&P]].
A security rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time by the assigning rating
agency. Each security rating should be evaluated independently of any other
security rating.

S-89
<PAGE>
[The ratings of Moody's on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions to which
such certificateholders are entitled. Moody's rating opinions address the
structural, legal and issuer aspects associated with the certificates, including
the nature of the underlying mortgage loans and the credit quality of the credit
support provider, if any. Moody's ratings on pass-through certificates do not
represent any assessment of the likelihood that principal prepayments may differ
from those originally anticipated.]
[The ratings assigned by DCR to mortgage pass-through certificates address
the likelihood of the receipt by certificateholders of all distributions to
which they are entitled under the transaction structure. DCR's ratings reflect
its analysis of the riskiness of the mortgage loans and its analysis of the
structure of the transaction as set forth in the operative documents. DCR's
ratings do not address the effect on the certificates' yield attributable to
prepayments or recoveries on the underlying mortgage loans. In addition, the
rating of the Class A-R Certificate does not assess the likelihood of return to
the investor in the Class A-R Certificate, except to the extent of the Class A
Subclass Principal Balance thereof and interest thereon.]
[The ratings of S&P on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of timely payments of interest
and the ultimate return of principal. S&P ratings take into consideration the
credit quality of the mortgage pool, including any credit support providers,
structural and legal aspects associated with the certificates, and the extent to
which the payment stream on the mortgage pool is adequate to make payments
required under the certificates. S&P's ratings on such certificates do not,
however, constitute a statement regarding frequency of prepayments on the
mortgage loans. S&P's rating does not address the possibility that investors may
suffer a lower than anticipated yield as a result of prepayments of the
underlying mortgages. In addition, it should be noted that in some structures a
default on a mortgage is treated as a prepayment and may have the same effect on
yield as a prepayment.]
[The ratings of Fitch on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions to which
such certificateholders are entitled. Fitch's rating opinions address the
structural and legal aspects associated with the certificates, including the
nature of the underlying mortgage loans. Fitch's ratings on pass-through
certificates do not represent any assessment of the likelihood or rate of
principal prepayments and consequently any adverse effect the timing of such
prepayments could have on an investor's anticipated yield.]
The Seller has not requested a rating on the Offered Certificates of any
Subclass or Class by any rating agency other than [Moody's][DCR][S&P] and
[Fitch], although data with respect to the Mortgage Loans may have been provided
to other rating agencies solely for their informational purposes. There can be
no assurance that any rating assigned by any other rating agency to the Offered
Certificates will be as high as those assigned by [Moody's][DCR][S&P] and
[Fitch].

S-90
<PAGE>
INDEX OF SIGNIFICANT
PROSPECTUS SUPPLEMENT DEFINITIONS
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------- ---------
<S> <C>
Adjusted Pool Amount......................... S-34
Adjusted Pool Amount (PO Portion)............ S-35
Adjustment Amount............................ S-55
Aggregate Current Bankruptcy Losses.......... S-56
Aggregate Current Fraud Losses............... S-55
Aggregate Current Special Hazard Losses...... S-55
Available Master Servicing Compensation...... S-35
Bankruptcy Loss.............................. S-40
Bankruptcy Loss Amount....................... S-56
Beneficial Owner............................. S-29
Book-Entry Certificates...................... S-4
Bulk Purchase Underwritten Loans............. S-13
CBE.......................................... S-76
Cede......................................... S-29
Certificate Account.......................... S-85
Certificateholder............................ S-4
Certificates................................. S-6
Class A Certificates......................... Cover
Class A Non-PO Distribution Amount........... S-32
Class A Non-PO Optimal Amount................ S-37
Class A Non-PO Optimal Principal Amount...... S-38
Class A Non-PO Principal Balance............. S-34
Class A Non-PO Principal Distribution
Amount...................................... S-38
Class A Optimal Amount....................... S-37
Class A Percentage........................... S-17
Class A-PO Deferred Amount................... S-42
Class A-PO Distribution Amount............... S-41
Class A-PO Optimal Principal Amount.......... S-41
Class A Prepayment Percentage................ S-17
Class A Principal Balance.................... S-34
Class A Subclass Interest Accrual Amount..... S-33
Class A Subclass Interest Shortfall Amount... S-37
Class A Subclass Principal Balance........... S-33
Class A Voting Interest...................... S-80
Class B Certificates......................... Cover
Class B Principal Balance.................... S-34
Class B Subclass Distribution Amount......... S-33
Class B Subclass Interest Accrual Amount..... S-33
Class B Subclass Interest Shortfall Amount... S-38
Class B Subclass Principal Balance........... S-34
Class B Voting Interest...................... S-80

<CAPTION>
TERM PAGE
- --------------------------------------------- ---------
<S> <C>
Class B-1 Principal Distribution Amount...... S-43
Current Class B-1 Fractional Interest........ S-45
Class B-2 Principal Distribution Amount...... S-43
Current Class B-2 Fractional Interest........ S-45
Current Class B-3 Fractional Interest........ S-45
Current Class B-4 Fractional Interest........ S-45
Class M Certificates......................... Cover
Class M Distribution Amount.................. S-32
Class M Interest Accrual Amount.............. S-33
Class M Interest Shortfall Amount............ S-37
Class M Optimal Amount....................... S-37
Class M Optimal Principal Amount............. S-42
Class M Percentage........................... S-44
Class M Prepayment Percentage................ S-44
Class M Principal Balance.................... S-34
Class M Principal Distribution Amount........ S-42
Closing Date................................. S-12
Code......................................... S-26
Companion Certificates....................... Cover
Compensating Interest........................ S-15
Cooperatives................................. S-58
Co-op Shares................................. S-58
Cross-Over Date.............................. S-53
Current Class M Fractional Interest.......... S-45
Curtailment Interest Shortfalls.............. S-36
Cut-Off Date Aggregate Principal Balance..... S-58
DCR.......................................... S-7
Dealer....................................... Cover
Debt Service Reduction....................... S-40
Deficient Valuation.......................... S-40
Definitive Certificates...................... S-10
Determination Date........................... S-29
Discount Mortgage Loans...................... S-3
Disqualified Organization.................... S-4
Distribution Date............................ S-2
DOL.......................................... S-87
DTC.......................................... S-10
Enhancement Act.............................. S-27
ERISA........................................ S-26
ERISA Plan................................... S-87
Exchange Act................................. S-50
Excess Bankruptcy Loss....................... S-56
Excess Bankruptcy Losses..................... S-56
Excess Fraud Loss............................ S-55
Excess Fraud Losses.......................... S-55
Excess Principal Payment..................... S-47
Excess Special Hazard Loss................... S-55
Excess Special Hazard Losses................. S-55
</TABLE>

S-91
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------- ---------
<S> <C>
Exemption.................................... S-87
Financial Security........................... S-49
Fitch........................................ S-7
Fixed Retained Yield......................... S-84
Fraud Loss................................... S-40
Fraud Loss Amount............................ S-55
General Standards............................ S-13
Holdings..................................... S-49
Institutional Conduit Correspondents......... S-13
Liquidated Loan.............................. S-39
Liquidated Loan Loss......................... S-39
Loss Severity Percentage..................... S-77
Master Servicer.............................. S-2
Master Servicing Fee......................... S-81
Master Servicing Fee Rate.................... S-81
Mid-Month Receipt Period..................... S-83
Modified Standards........................... S-13
Month End Interest........................... S-35
Moody's...................................... S-7
Mortgage Loans............................... S-2
Mortgaged Properties......................... S-58
Mortgages.................................... S-58
Net Foreclosure Profits...................... S-48
Net Mortgage Interest Rate................... S-35
Net Partial Liquidation Proceeds............. S-31
Non-PO Fraction.............................. S-17
Non-PO Voting Interest....................... S-80
No Ratio..................................... S-65
Non-Supported Interest Shortfalls............ S-15
Norwest Bank................................. S-2
Norwest Frederick-Serviced Loans............. S-82
Norwest Mortgage............................. S-2
Norwest Mortgage Correspondent............... S-2
Norwest Non-Frederick-Serviced Loans......... S-82
Offered Certificates......................... Cover
Offered Class B Certificates................. Cover
Original Class B-1 Fractional Interest....... S-45
Original Class B-2 Fractional Interest....... S-45
Original Class B-3 Fractional Interest....... S-45
Original Class B-4 Fractional Interest....... S-45
Original Class M Fractional Interest......... S-45
Original Subordinated Principal Balance...... S-41
Other Servicers.............................. S-82
PAC Certificates............................. Cover
PAC Principal Amount......................... S-46
Partial Liquidation Proceeds................. S-31
Pass-Through Rate............................ S-15
Percentage Interest.......................... S-33
Periodic Advance............................. S-48
Plan......................................... S-26
PO Fraction.................................. S-18
Pool Balance (Non-PO Portion)................ S-9
Pool Balance (PO Portion).................... S-42
<CAPTION>
TERM PAGE
- --------------------------------------------- ---------
<S> <C>
Pool Certification Underwritten Loans........ S-13
Pool Distribution Amount..................... S-30
Pool Distribution Amount Allocation.......... S-31
Pooling and Servicing Agreement.............. S-79
Premium Mortgage Loans....................... S-59
Prepayments in Full.......................... S-35
Prepayment Interest Shortfalls............... S-35
Prior Month Receipt Period................... S-83
Prospectus................................... S-6
PTE 83-1..................................... S-87
PTE 95-60.................................... S-87
Realized Loss................................ S-39
Record Date.................................. S-30
Regular Certificates......................... S-85
Relocation Mortgage Loans.................... S-58
REMIC........................................ S-4
Remittance Date.............................. S-31
REO Property................................. S-81
Residual Certificate......................... S-85
S&P.......................................... S-7
Scheduled Principal Balance.................. S-39
Senior Certificates.......................... S-7
SDA.......................................... S-77
Securities Act............................... S-88
Seller....................................... S-2
Series 199 - Certificates.................... Cover
Servicer..................................... S-2
Servicers.................................... S-82
Servicer Custodial Account................... S-82
Servicing Fee Rate........................... S-84
Similar Law.................................. S-26
SPA.......................................... S-68
Special Hazard Loss.......................... S-39
Special Hazard Loss Amount................... S-55
Structuring Assumptions...................... S-68
Subclass..................................... Cover
Subclass B Optimal Amount.................... S-38
Subclass B Optimal Principal Amount.......... S-43
Subclass B Percentage........................ S-44
Subclass B Prepayment Percentage............. S-44
Subordinated Certificates.................... Cover
Subordinated Prepayment Percentage........... S-41
Target Regime................................ S-84
Trust Estate................................. S-2
Trustee...................................... S-7
U.S. Person.................................. S-51
UGRIC........................................ S-13
Underlying Servicing Agreement............... S-6
Underwriter.................................. Cover
Underwriting Agreement....................... S-89
Underwriting Standards....................... S-13
Unscheduled Principal Receipt Period......... S-83
Unscheduled Principal Receipts............... S-30
</TABLE>

S-92
<PAGE>
- ---------------------------------------------------------
---------------------------------------------------------
- ---------------------------------------------------------
---------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLER
OR BY THE UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS.
------------------------
INDEX
PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Table of Contents................................. S-5
Summary Information............................... S-6
Risk Factors...................................... S-28
Description of the Certificates................... S-29
Description of Mortgage Loans..................... S-58
Prepayment and Yield Considerations............... S-64
Pooling and Servicing Agreement................... S-79
Servicing of the Mortgage Loans................... S-82
Federal Income Tax Considerations................. S-85
ERISA Considerations.............................. S-87
Legal Investment.................................. S-88
Secondary Market.................................. S-88
Underwriting...................................... S-89
Legal Matters..................................... S-89
Use of Proceeds................................... S-89
Ratings........................................... S-89
Index of Significant Prospectus Supplement
Definitions..................................... S-91
PROSPECTUS
Reports........................................... 2
Additional Information............................ 2
Additional Detailed Information................... 2
Incorporation of Certain Information by
Reference....................................... 3
Table of Contents................................. 4
Summary of Prospectus............................. 6
Risk Factors...................................... 11
The Trust Estates................................. 13
The Seller........................................ 17
Norwest Mortgage.................................. 18
Norwest Bank...................................... 18
The Mortgage Loan Programs........................ 18
Description of the Certificates................... 29
Prepayment and Yield Considerations............... 37
Servicing of the Mortgage Loans................... 40
Certain Matters Regarding the Master Servicer..... 50
The Pooling and Servicing Agreement............... 51
Certain Legal Aspects of the Mortgage Loans....... 57
Certain Federal Income Tax Consequences........... 65
ERISA Considerations.............................. 92
Legal Investment.................................. 96
Plan of Distribution.............................. 97
Use of Proceeds................................... 99
Legal Matters..................................... 99
Rating............................................ 99
Index of Significant Definitions.................. 100
</TABLE>

[LOGO]

$
(APPROXIMATE)

NORWEST STRUCTURED
ASSETS, INC.
SELLER

MORTGAGE ASSET-BACKED
PASS-THROUGH CERTIFICATES,
SERIES 199 -

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

PROSPECTUS SUPPLEMENT
-------------------

[UNDERWRITER]

, 199

- ---------------------------------------------------------
---------------------------------------------------------
- ---------------------------------------------------------
---------------------------------------------------------
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS, SUBJECT TO COMPLETION, DATED DECEMBER 13, 1996
NORWEST STRUCTURED ASSETS, INC.
SELLER
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
---------------------
Norwest Structured Assets, Inc. (the "Seller") may sell from time to time,
under this Prospectus and applicable Prospectus Supplements, Mortgage
Asset-Backed Pass-Through Certificates (the "Certificates"), issuable in series
(each, a "Series") consisting of one or more classes (each, a "Class") of
Certificates. Any Class of Certificates may be divided into two or more
subclasses (each, a "Subclass").
The Certificates of a Series will represent beneficial ownership interests
in a separate trust formed by the Seller. The property of each such trust (for
each Series, the "Trust Estate") will be comprised primarily of fixed or
adjustable interest rate, conventional, first mortgage loans (the "Mortgage
Loans"), secured by one- to four-family residential properties. The Mortgage
Loans will have been acquired by the Seller from its affiliate, Norwest
Mortgage, Inc. ("Norwest Mortgage"), and will have been underwritten either to
Norwest Mortgage's underwriting standards, to the underwriting standards of
certain unaffiliated originators or of a Pool Insurer (as defined herein) or to
such other standards as are described in the applicable Prospectus Supplement.
All of the Mortgage Loans will be serviced by Norwest Mortgage individually or
together with one or more other servicers (each, a "Servicer"). Norwest Bank
Minnesota, National Association ("Norwest Bank"), an affiliate of Norwest
Mortgage, will act as master servicer with respect to each Trust Estate (in such
capacity, the "Master Servicer").
Each Series of Certificates may include one or more Classes of Certificates
(the "Subordinated Certificates") that are subordinate in right of distributions
or otherwise to one or more of the other Classes of such Series (the "Senior
Certificates"). If specified in the applicable Prospectus Supplement, the
relative interests of the Senior Certificates and the Subordinated Certificates
of a Series in the Trust Estate may be subject to adjustment from time to time
on the basis of distributions received in respect thereof and losses allocated
to the Subordinated Certificates. If and to the extent specified in the
Prospectus Supplement, credit support may be provided for any Series of
Certificates, or any Classes or Subclasses thereof, in the form of a limited
guarantee, financial guaranty insurance policy, surety bond, letter of credit,
mortgage pool insurance policy, reserve fund, cross-support,
overcollateralization or other form of credit enhancement as described herein or
therein.
Except for the Seller's limited obligations in connection with certain
breaches of its representations and warranties, certain undertakings and
obligations of the Master Servicer and Norwest Mortgage's obligations as a
Servicer, the Certificates will not represent obligations of the Seller, the
Master Servicer or Norwest Mortgage, or any affiliate of the Seller, the Master
Servicer or Norwest Mortgage.
If specified in the applicable Prospectus Supplement, an election will be
made to treat the Trust Estate (or one or more segregated pools of assets
therein) underlying a Series of Certificates as a "real estate mortgage
investment conduit" (a "REMIC") for federal income tax purposes. See "Certain
Federal Income Tax Consequences."
There will have been no public market for the Certificates of any Series
prior to the offering thereof. No assurance can be given that such a market will
develop, or that if such a market does develop, it will provide
Certificateholders with liquidity of investment or will continue for the life of
the Certificates.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Certificates may be sold from time to time through one or more different
methods, including through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone. See "Plan of
Distribution." Affiliates of the Seller may from time to time act as agents or
underwriters in connection with the sale of the Certificates.
This Prospectus may not be used to consummate sales of Certificates unless
accompanied by the Prospectus Supplement relating to the offering of such
Certificates.
------------------------

THE DATE OF THIS PROSPECTUS IS , 199
<PAGE>

REPORTS
The Master Servicer will prepare, and the Trustee or other Paying Agent
appointed for each Series by the Master Servicer will forward to the
Certificateholders of each Series statements containing information with respect
to principal and interest payments and the related Trust Estate, as described
herein and in the applicable Prospectus Supplement for such Series. No
information contained in such reports will have been examined or reported upon
by an independent public accountant. See "The Pooling and Servicing Agreement --
Reports to Certificateholders." In addition, each Servicer for each Series will
furnish to the Master Servicer (who will be required to furnish promptly to the
Trustee for such Series), a statement from a firm of independent public
accountants with respect to the examination of certain documents and records
relating to a random sample of mortgage loans serviced by such Servicer pursuant
to the related Underlying Servicing Agreement and/or other similar agreements.
See "Servicing of the Mortgage Loans -- Evidence as to Compliance." Copies of
the statements provided by the Master Servicer to the Trustee will be furnished
to Certificateholders of each Series upon request addressed to the Trustee for
the applicable Series or to the Master Servicer c/o Norwest Bank Minnesota,
National Association, 11000 Broken Land Parkway, Columbia, Maryland 21044-3562,
Attention: Securities Administration Services Manager.
ADDITIONAL INFORMATION
This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents
referred to herein and therein, but neither contains nor will contain all of the
information set forth in the Registration Statement of which this Prospectus is
a part. For further information, reference is made to such Registration
Statement and the exhibits thereto which the Seller has filed with the
Securities and Exchange Commission (the "Commission"), Washington, D.C., under
the Securities Act of 1933, as amended (the "Securities Act"). Statements
contained in this Prospectus and any Prospectus Supplement as to the contents of
any contract or other document referred to are summaries and, in each instance,
reference is made to the copy of the contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. Copies of the Registration Statement may be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 upon payment of the prescribed charges, or may be examined free of charge
at the Commission's offices, 450 Fifth Street N.W., Washington, D.C. 20549 or at
the regional offices of the Commission located at Room 1400, 75 Park Place, New
York, New York 10007 and 14th Floor, 500 West Madison Street, Chicago, Illinois
60661. The Commission also maintains a site on the World Wide Web at "http://
www.sec.gov" at which users can view and download copies of reports, proxy and
information statements and other information filed electronically through the
Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The Seller
has filed the Registration Statement, including all exhibits thereto, through
the EDGAR system and therefore such materials should be available by logging
onto the Commission's Web site. The Commission maintains computer terminals
providing access to the EDGAR system at each of the offices referred to above.
Copies of any documents incorporated herein by reference will be provided to
each person to whom a Prospectus is delivered upon written or oral request
directed to Norwest Structured Assets, Inc., 5325 Spectrum Drive, Frederick,
Maryland 21703, telephone number (301) 846-8200.
ADDITIONAL DETAILED INFORMATION
The Seller intends to offer by subscription detailed mortgage loan
information in machine readable format updated on a monthly basis (the "Detailed
Information") with respect to each outstanding Series of Certificates. The
Detailed Information will reflect payments made on the individual mortgage
loans, including prepayments in full and in part made on such mortgage loans, as
well as the liquidation of any such mortgage loans, and will identify various
characteristics of the mortgage loans. Subscribers of the Detailed Information
are expected to include a number of major investment brokerage firms as well as
financial information service firms. Some of such firms, including certain

2
<PAGE>
investment brokerage firms as well as Bloomberg L.P. through the "The
Bloomberg-Registered Trademark-" service and Merrill Lynch Mortgage Capital Inc.
through the "CMO Passport -Registered Trademark-" service, may, in accordance
with their individual business practices and fee schedules, if any, make
portions of, or summaries of portions of, the Detailed Information available to
their customers and subscribers. The Seller, the Master Servicer and their
respective affiliates have no control over and take no responsibility for the
actions of such firms in processing, analyzing or disseminating such
information. For further information regarding the Detailed Information and
subscriptions thereto, please contact Norwest Structured Assets, Inc., 5325
Spectrum Drive, Frederick, Maryland 21703, telephone number (301) 846-8200.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Seller with respect to a Trust Estate pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of an offering of Certificates evidencing interests therein. Upon request, the
Master Servicer will provide or cause to be provided without charge to each
person to whom this Prospectus is delivered in connection with the offering of
one or more Classes of Certificates a list identifying all filings with respect
to a Trust Estate pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act since the Seller's latest fiscal year covered by its annual report on Form
10-K and a copy of any or all documents or reports incorporated herein by
reference, in each case to the extent such documents or reports relate to one or
more of such Classes of such Certificates, other than the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Requests to the Master Servicer should be directed to: Norwest
Structured Assets, Inc., 5325 Spectrum Drive, Frederick, Maryland 21703,
telephone number (301) 846-8200.

3
<PAGE>
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Reports......................................... 2
Additional Information.......................... 2
Additional Detailed Information................. 2
Incorporation of Certain Information by
Reference...................................... 3
Summary of Prospectus........................... 6
Risk Factors.................................... 11
Limited Liquidity............................. 11
Limited Obligations........................... 11
Limitations, Reduction and Substitution of
Credit Enhancement........................... 11
Risks of the Mortgage Loans................... 12
Underwriting Standards........................ 12
Yield and Prepayment Considerations........... 13
Book-Entry System for Certain Classes and
Subclasses of Certificates................... 13
The Trust Estates............................... 13
General....................................... 13
Mortgage Loans................................ 14
Fixed Rate Loans............................ 15
Adjustable Rate Loans....................... 15
Graduated Payment Loans..................... 16
Subsidy Loans............................... 16
Buy-Down Loans.............................. 17
Balloon Loans............................... 17
The Seller...................................... 17
Norwest Mortgage................................ 18
Norwest Bank.................................... 18
The Mortgage Loan Programs...................... 18
Mortgage Loan Production Sources.............. 18
Acquisition of Mortgage Loans from
Correspondents............................... 19
Mortgage Loan Underwriting.................... 19
General Standards........................... 20
Modified Standards.......................... 23
Pool Certification Underwriting............. 24
Representations and Warranties................ 25
Description of the Certificates................. 29
General....................................... 29
Definitive Form............................... 30
Book-Entry Form............................... 30
Distributions to Certificateholders........... 32
General..................................... 32
Distributions of Interest................... 33
Distributions of Principal.................. 34
Other Credit Enhancement...................... 36
Limited Guarantee........................... 36
Financial Guaranty Insurance Policy or
Surety Bond................................ 36
Letter of Credit............................ 36
Pool Insurance Policies..................... 36
Special Hazard Insurance Policies........... 36

<CAPTION>
PAGE
-----
<S> <C>
Mortgagor Bankruptcy Bond................... 36
Reserve Fund................................ 37
Cross Support............................... 37
Overcollateralization....................... 37
Prepayment and Yield Considerations............. 37
Pass-Through Rates............................ 37
Effects of Defaults........................... 38
Scheduled Delays in Distributions............. 38
Effect of Principal Prepayments............... 38
Weighted Average Life of Certificates......... 39
Servicing of the Mortgage Loans................. 40
The Master Servicer........................... 40
The Servicers................................. 41
Payments on Mortgage Loans.................... 42
Periodic Advances and Limitations Thereon..... 45
Collection and Other Servicing Procedures..... 45
Enforcement of Due-on-Sale Clauses;
Realization Upon Defaulted Mortgage Loans.... 46
Insurance Policies............................ 48
Fixed Retained Yield, Servicing Compensation
and Payment of Expenses...................... 49
Evidence as to Compliance..................... 50
Certain Matters Regarding the Master Servicer... 50
The Pooling and Servicing Agreement............. 51
Assignment of Mortgage Loans to the Trustee... 51
Optional Purchases............................ 53
Reports to Certificateholders................. 53
List of Certificateholders.................... 54
Events of Default............................. 54
Rights Upon Event of Default.................. 55
Amendment..................................... 56
Termination; Optional Purchase of Mortgage
Loans........................................ 56
The Trustee................................... 57
Certain Legal Aspects of the Mortgage Loans..... 57
General....................................... 57
Foreclosure................................... 58
Foreclosure on Shares of Cooperatives......... 59
Rights of Redemption.......................... 60
Anti-Deficiency Legislation and Other
Limitations on Lenders....................... 60
Soldiers' and Sailors' Civil Relief Act and
Similar Laws................................. 61
Environmental Considerations.................. 62
"Due-on-Sale" Clauses......................... 64
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Applicability of Usury Laws................... 65
Enforceability of Certain Provisions.......... 65
Certain Federal Income Tax Consequences......... 65
Federal Income Tax Consequences for REMIC
Certificates................................. 66
General....................................... 66
Status of REMIC Certificates.................. 66
Qualification as a REMIC...................... 67
Taxation of Regular Certificates.............. 68
General..................................... 68
Original Issue Discount..................... 69
Acquisition Premium......................... 71
Variable Rate Regular Certificates.......... 71
Market Discount............................. 73
Premium..................................... 73
Election to Treat All Interest Under the
Constant Yield Method...................... 74
Treatment of Losses......................... 74
Sale or Exchange of Regular Certificates.... 75
Taxation of Residual Certificates............. 76
Taxation of REMIC Income.................... 76
Basis and Losses............................ 77
Treatment of Certain Items of REMIC Income
and Expense................................ 77
Original Issue Discount and Premium......... 78
Market Discount............................. 78
Premium..................................... 78
Limitations on Offset or Exemption of REMIC
Income..................................... 78
Tax-Related Restrictions on Transfer of
Residual Certificates...................... 79
Disqualified Organizations.................. 79
Noneconomic Residual Interests.............. 80
Foreign Investors........................... 81
Sale or Exchange of a Residual
Certificate................................ 81
Mark to Market Regulations.................. 82
Taxes That May Be Imposed on the REMIC Pool... 82
Prohibited Transactions..................... 82
Contributions to the REMIC Pool After the
Startup Day................................ 83
Net Income from Foreclosure Property........ 83
Liquidation of the REMIC Pool................. 83
Administrative Matters........................ 83
Limitations on Deduction of Certain
Expenses..................................... 83

<CAPTION>
PAGE
-----
<S> <C>
Taxation of Certain Foreign Investors......... 84
Regular Certificates........................ 84
Residual Certificates....................... 84
Backup Withholding............................ 85
Reporting Requirements........................ 85
Federal Income Tax Consequences for
Certificates as to Which No REMIC Election is
Made......................................... 86
General..................................... 86
Tax Status.................................. 86
Premium and Discount........................ 87
Premium..................................... 87
Original Issue Discount..................... 87
Market Discount............................. 87
Recharacterization of Servicing Fees........ 88
Sale or Exchange of Certificates............ 88
Stripped Certificates......................... 89
General..................................... 89
Status of Stripped Certificates............. 90
Taxation of Stripped Certificates........... 90
Original Issue Discount..................... 90
Sale or Exchange of Stripped Certificates... 91
Purchase of More Than One Class of Stripped
Certificates............................... 91
Possible Alternative Characterizations...... 91
Reporting Requirements and Backup
Withholding.................................. 92
Taxation of Certain Foreign Investors......... 92
ERISA Considerations............................ 92
General....................................... 92
Certain Requirements Under ERISA.............. 93
General..................................... 93
Parties in Interest/Disqualified Persons.... 93
Delegation of Fiduciary Duty................ 93
Administrative Exemptions..................... 94
Individual Administrative Exemptions........ 94
PTE 83-1.................................... 95
Exempt Plans.................................. 96
Unrelated Business Taxable Income -- Residual
Certificates................................. 96
Legal Investment................................ 96
Plan of Distribution............................ 97
Use of Proceeds................................. 99
Legal Matters................................... 99
Rating.......................................... 99
Index of Significant Definitions................ 100
</TABLE>

5
<PAGE>
SUMMARY OF PROSPECTUS
THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS, AND BY REFERENCE TO THE
INFORMATION WITH RESPECT TO EACH SERIES OF CERTIFICATES CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT. CERTAIN CAPITALIZED TERMS USED AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN ELSEWHERE IN THIS
PROSPECTUS.

<TABLE>
<CAPTION>
Title of Securities............... Mortgage Asset-Backed Pass-Through Certificates
(Issuable in Series).
<S> <C>
Seller............................ Norwest Structured Assets, Inc. (the "Seller"), a
direct, wholly-owned subsidiary of Norwest Mortgage,
Inc. ("Norwest Mortgage"), which is an indirect,
wholly-owned subsidiary of Norwest Corporation ("Norwest
Corporation"). See "The Seller."
Servicers......................... Norwest Mortgage and, to the extent specified in the
applicable Prospectus Supplement, one or more other
entities identified therein (each, a "Servicer") will
service the Mortgage Loans contained in each Trust
Estate. Each Servicer will perform certain servicing
functions with respect to the Mortgage Loans serviced by
it pursuant to a related Servicing Agreement (each, an
"Underlying Servicing Agreement"). See "Servicing of the
Mortgage Loans."
Master Servicer................... Norwest Bank Minnesota, National Association ("Norwest
Bank" and, in such capacity, the "Master Servicer").
Norwest Bank is a direct, wholly-owned subsidiary of
Norwest Corporation and an affiliate of the Seller. The
Master Servicer will perform certain administration,
calculation and reporting functions with respect to each
Trust Estate and will supervise the Servicers, in each
case, pursuant to a Pooling and Servicing Agreement. In
addition, the Master Servicer will generally be required
to make Periodic Advances (to the extent described
herein) with respect to the Mortgage Loans in each Trust
Estate to the extent that the related Servicer (other
than Norwest Mortgage) fails to make a required Periodic
Advance. See "Servicing of the Mortgage Loans -- The
Master Servicer" and "-- Periodic Advances and
Limitations Thereon."
The Trust Estates................. Each Trust Estate will be formed and each Series of
Certificates will be issued pursuant to a pooling and
servicing agreement (each, a "Pooling and Servicing
Agreement") among the Seller, the Master Servicer and
the Trustee specified in the applicable Prospectus
Supplement. Each Trust Estate will consist of the
related Mortgage Loans (other than the Fixed Retained
Yield (as defined herein), if any) and certain other
related property, as specified in the applicable
Prospectus Supplement. The Mortgage Loans will be
conventional, fixed or adjustable interest rate,
mortgage loans secured by first liens on one- to
four-family residential properties.
The Mortgage Loans will have been acquired by the Seller
from its affiliate Norwest Mortgage. The Mortgage Loans
will have been originated by Norwest Mortgage or an
affiliate or
</TABLE>

6
<PAGE>

<TABLE>
<S> <C>
will have been acquired by Norwest Mortgage directly or
indirectly from other mortgage loan originators. All of
the Mortgage Loans will have been underwritten either to
Norwest Mortgage's general or modified standards, to the
extent specified in the applicable Prospectus
Supplement, to the standards of certain unaffiliated
originators or of a Pool Insurer or to standards
otherwise specified in the Prospectus Supplement. See
"The Trust Estates" and "The Mortgage Loan Programs --
Mortgage Loan Underwriting."
The particular characteristics or expected
characteristics of the Mortgage Loans and a description
of the other property, if any, included in a Trust
Estate will be set forth in the applicable Prospectus
Supplement.
Description of the Certificates... Each Series of Certificates will include one or more
Classes, any of which may consist of multiple
Subclasses. A Class or Subclass of Certificates will be
entitled, to the extent of funds available, to either
(i) principal and interest payments in respect of the
related Mortgage Loans, (ii) principal distributions,
with no interest distributions, (iii) interest
distributions, with no principal distributions or (iv)
such other distributions as are described in the
applicable Prospectus Supplement.
Distributions on the
Certificates...................... INTEREST. With respect to each Series of Certificates,
interest on the related Mortgage Loans at the weighted
average of the applicable Mortgage Interest Rates
thereof (net of servicing fees and certain other amounts
as described herein or in the applicable Prospectus
Supplement), will be passed through to holders of the
related Classes of Certificates in the aggregate, in
accordance with the particular terms of each such Class
of Certificates. See "Description of the Certificates --
Distributions to Certificateholders -- Distributions of
Interest" herein. Except as otherwise specified in the
applicable Prospectus Supplement, interest on each Class
and Subclass of Certificates of each Series will accrue
at the pass-through rate for each Class and Subclass
indicated in the applicable Prospectus Supplement (each,
a "Pass-Through Rate") on the outstanding principal
balance or notional amount thereof.
PRINCIPAL. With respect to a Series of Certificates,
principal payments (including prepayments) will be
passed through to holders of the related Certificates or
otherwise applied in accordance with the related Pooling
and Servicing Agreement on each Distribution Date.
Distributions in reduction of principal balance will be
allocated among the Classes and Subclasses of
Certificates of a Series in the manner specified in the
applicable Prospectus Supplement. See "Description of
the Certificates -- Distributions to Certificateholders
-- Distributions of Principal."
Cut-Off Date...................... The date specified in the applicable Prospectus
Supplement.
Distribution Dates................ Distributions on the Certificates will generally be made
on the 25th day (or, if such day is not a business day,
the business day following the 25th day) of each month,
commencing with the month following the month in which
the applicable Cut-
</TABLE>

7
<PAGE>

<TABLE>
<S> <C>
Off Date occurs (each, a "Distribution Date"). If so
specified in the applicable Prospectus Supplement,
distributions on Certificates may be made on a different
day of each month or may be made quarterly, or
semi-annually, on the dates specified in such Prospectus
Supplement.
Record Dates...................... Distributions will be made on each Distribution Date to
Certificateholders of record at the close of business on
(unless a different date is specified in the applicable
Prospectus Supplement) the last business day of the
month preceding the month in which such Distribution
Date occurs (each, a "Record Date").
Credit Enhancement................ A Series of Certificates may include one or more Classes
of Senior Certificates and one or more Classes of
Subordinated Certificates. The rights of the holders of
Subordinated Certificates of a Series to receive
distributions with respect to the related Mortgage Loans
will be subordinated to such rights of the holders of
the Senior Certificates of the same Series to the extent
and in the manner specified in the applicable Prospec-
tus Supplement. This subordination is intended to
enhance the likelihood of the timely receipt by the
Senior Certificateholders of their proportionate share
of scheduled monthly principal and interest payments on
the related Mortgage Loans and to protect them against
losses. This protection will be effected by (i) the
preferential right of the Senior Certificateholders to
receive, prior to any distribution being made in respect
of the related Subordinated Certificates on each Dis-
tribution Date, current distributions on the related
Mortgage Loans of principal and interest due them on
each Distribution Date out of the funds available for
distributions on such date, (ii) by the right of such
holders to receive future distributions on the Mortgage
Loans that would otherwise have been payable to the
holders of Subordinated Certificates and/or (iii) by the
prior allocation to the Subordinated Certificate of all
or a portion of losses realized on the underlying
Mortgage Loans.
If so specified in the applicable Prospectus Supplement,
the Certificates of any Series, or any one or more
Classes thereof, may be entitled to the benefits of a
limited guarantee, financial guaranty insurance policy,
surety bond, letter of credit, mortgage pool insurance
policy, reserve fund, cross-support,
overcollateralization or other form of credit
enhancement as specified in the applicable Prospectus
Supplement. See "Description of the Certificates --
Other Credit Enhancement."
Periodic Advances................. In the event of delinquencies in payments on any
Mortgage Loan, the Servicer servicing such Mortgage Loan
will be obligated to make advances of cash ("Periodic
Advances") to the Servicer Custodial Account (as defined
herein) to the extent that such Servicer determines such
Periodic Advances would be recoverable from future
payments and collections on such Mortgage Loan. Any such
Periodic Advances will be reimbursable to such Servicer
as described herein and in the applicable
</TABLE>

8
<PAGE>

<TABLE>
<S> <C>
Prospectus Supplement. The Master Servicer or Trustee
will, in certain circumstances, be required to make
Periodic Advances upon a Servicer default. See
"Servicing of the Mortgage Loans -- Periodic Advances
and Limitations Thereon."
Forms of Certificates............. The Certificates will be issued either (i) in book-entry
form ("Book-Entry Certificates") through the facilities
of The Depository Trust Company ("DTC") or (ii) in fully
registered, certificated form ("Definitive
Certificates").
An investor in a Class or Subclass of Book-Entry
Certificates will not receive a physical certificate
representing its ownership interest in such Book-Entry
Certificates, except under extraordinary circumstances
which are discussed in "Description of the Certificates
-- Definitive Form" in this Prospectus. Instead, DTC
will effect payments and transfers by means of its
electronic recordkeeping services, acting through
certain participating organizations. This may result in
certain delays in receipt of distributions by an
investor and may restrict an investor's ability to
pledge its securities. The rights of investors in the
Book-Entry Certificates may generally only be exercised
through DTC and its participating organizations. See
"Description of the Certificates -- Book-Entry Form" in
this Prospectus.
Optional Purchase of Defaulted
Mortgage Loans.................... The Seller may, subject to the terms of the applicable
Pooling and Servicing Agreement, purchase any defaulted
Mortgage Loan or any Mortgage Loan as to which default
is reasonably foreseeable from the related Trust Estate.
See "Pooling and Servicing Agreement -- Optional
Purchases."
Optional Purchase of All Mortgage
Loans............................. If so specified in the Prospectus Supplement with
respect to a Series, all, but not less than all, of the
Mortgage Loans in the related Trust Estate and any
property acquired in respect thereof at the time, may be
purchased by the Seller, Norwest Mortgage or such other
party as is specified in the applicable Prospectus
Supplement, in the manner and at the price specified in
such Prospectus Supplement. In the event that an
election is made to treat the related Trust Estate (or
one or more segregated pools of assets therein) as a
REMIC, any such purchase will be effected only pursuant
to a "qualified liquidation," as defined under Section
860F(a)(4)(A) of the Internal Revenue Code of 1986, as
amended (the "Code"). Exercise of the right of purchase
will effect the early retirement of the Certificates of
that Series. See "Prepayment and Yield Considerations."
ERISA Limitations................. A fiduciary of any employee benefit plan subject to the
fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), including the "prohibited transaction" rules
thereunder, and to the corresponding provisions of the
Code, should carefully review with its own legal
advisors whether the purchase or holding of
</TABLE>

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<TABLE>
<S> <C>
Certificates could give rise to a transaction prohibited
or otherwise impermissible under ERISA or the Code. See
"ERISA Considerations."
Tax Status........................ The treatment of the Certificates for federal income tax
purposes will be determined by whether a REMIC election
is made with respect to a Series of Certificates and, if
a REMIC election is made, by whether the Certificates
are Regular Interests or Residual Interests. See
"Certain Federal Income Tax Consequences."
Legal Investment.................. The applicable Prospectus Supplement will specify
whether the Class or Classes of Certificates offered
will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement
Act of 1984. Investors whose investment authority is
subject to legal restrictions should consult their own
legal advisors to determine whether and to what extent
such Certificates constitute legal investments for them.
See "Legal Investment" herein and in the applicable
Prospectus Supplement.
Rating............................ It is a condition to the issuance of the Certificates of
any Series offered pursuant to this Prospectus and a
Prospectus Supplement that each Class or Subclass be
rated in one of the four highest rating categories by at
least one nationally recognized statistical rating
organization (a "Rating Agency"). A security rating is
not a recommendation to buy, sell or hold the
Certificates of any Series and is subject to revision or
withdrawal at any time by the assigning rating agency.
Further, such ratings do not address the effect of
prepayments on the yield anticipated by an investor.
</TABLE>

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RISK FACTORS
INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE FOLLOWING FACTORS IN
CONNECTION WITH THE PURCHASE OF CERTIFICATES.
LIMITED LIQUIDITY
There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide
Certificateholders with liquidity of investment or that it will continue for the
life of the Certificates of any Series. The Prospectus Supplement for any Series
of Certificates may indicate that an underwriter specified therein intends to
establish a secondary market in such Certificates, however no underwriter will
be obligated to do so. Unless specified in the applicable Prospectus Supplement,
the Certificates will not be listed on any securities exchange.
LIMITED OBLIGATIONS
Except for any related insurance policies and any reserve fund or credit
enhancement described in the applicable Prospectus Supplement, Mortgage Loans
included in the related Trust Estate will be the sole source of payments on the
Certificates of a Series. The Certificates of any Series will not represent an
interest in or obligation of the Seller, Norwest Mortgage, Norwest Bank, the
Trustee or any of their affiliates, except for the Seller's limited obligations
with respect to certain breaches of its representations and warranties, Norwest
Mortgage's obligations as Servicer and Norwest Bank's obligations as Master
Servicer. Neither the Certificates of any Series nor the related Mortgage Loans
will be guaranteed or insured by any governmental agency or instrumentality, the
Seller, Norwest Mortgage, Norwest Bank, the Trustee, any of their affiliates or
any other person. Consequently, in the event that payments on the Mortgage Loans
are insufficient or otherwise unavailable to make all payments required on the
Certificates, there will be no recourse to the Seller, Norwest Mortgage, Norwest
Bank, the Trustee or, except as specified in the applicable Prospectus
Supplement, any other entity.
LIMITATIONS, REDUCTION AND SUBSTITUTION OF CREDIT ENHANCEMENT
With respect to each Series of Certificates, credit enhancement may be
provided in limited amounts to cover certain types of losses on the underlying
Mortgage Loans. Credit enhancement will be provided in one or more of the forms
referred to herein, including, but not limited to: subordination of other
Classes of Certificates of the same Series; a limited guarantee; a financial
guaranty insurance policy; a surety bond; a letter of credit; a pool insurance
policy; a special hazard insurance policy; a mortgagor bankruptcy bond; a
reserve fund; cross-support; overcollateralization; and any combination thereof.
See "Description of the Certificates -- Other Credit Enhancement" herein.
Regardless of the form of credit enhancement provided, the amount of coverage
will be limited in amount and in most cases will be subject to periodic
reduction in accordance with a schedule or formula. Furthermore, such credit
enhancements may provide only very limited coverage as to certain types of
losses, and may provide no coverage as to certain other types of losses. All or
a portion of the credit enhancement for any Series of Certificates will
generally be permitted to be reduced, terminated or substituted for, in the sole
discretion of the Master Servicer, if each applicable Rating Agency indicates
that the then current rating thereof will not be adversely affected. In the
event losses exceed the amount of coverage provided by any credit enhancement or
losses of a type not covered by any credit enhancement occur, such losses will
be borne by the holders of the related Certificates (or certain Classes
thereof). The rating of any Series of Certificates by any applicable Rating
Agency may be lowered following the initial issuance thereof as a result of the
downgrading of the obligations of any applicable credit support provider, or as
a result of losses on the related Mortgage Loans in excess of the levels
contemplated by such Rating Agency at the time of its initial rating analysis.
Neither the Seller, Norwest Mortgage, Norwest Bank, nor any of their affiliates
will have any obligation to replace or supplement any credit enhancement, or to
take any other action to maintain any rating of any Class of Certificates. See
"Description of the Certificates -- Other Credit Enhancement."

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<PAGE>
RISKS OF THE MORTGAGE LOANS
An investment in securities such as the Certificates, which generally
represent interests in pools of residential mortgage loans, may be affected by,
among other things, a decline in real estate values and changes in the
mortgagor's financial condition. No assurance can be given that the values of
the Mortgaged Properties (as defined herein) securing the Mortgage Loans
underlying any Series of Certificates have remained or will remain at their
levels on the dates of origination of the related Mortgage Loans. If the
residential real estate market should experience an overall decline in property
values such that the outstanding balances of the Mortgage Loans contained in a
particular Trust Estate, and any secondary financing on the Mortgaged
Properties, become equal to or greater than the value of the Mortgaged
Properties, the actual rates of delinquencies, foreclosures and losses could be
higher than those now generally experienced in the mortgage lending industry and
those experienced in Norwest Mortgage's or other Servicers' servicing
portfolios. In addition to risk factors related to the residential real estate
market generally, certain geographic regions of the United States from time to
time will experience weaker regional economic conditions and housing markets or
be directly or indirectly affected by natural disasters or civil disturbances
such as earthquakes, hurricanes, floods, eruptions or riots and, consequently,
will experience higher rates of loss and delinquency than on mortgage loans
generally. Although Mortgaged Properties located in certain identified flood
zones will be required to be covered, to the maximum extent available, by flood
insurance, as described under "Servicing of the Mortgage Loans -- Insurance
Policies," no Mortgaged Properties will otherwise be required to be insured
against earthquake damage of any other loss not covered by Standard Hazard
Insurance Policies, as described under "Servicing of the Mortgage Loans --
Insurance Policies." Adverse economic conditions generally, in particular
geographic areas or industries, or affecting particular segments of the
borrowing community (such as mortgagors relying on commission income and
self-employed mortgagors) and other factors which may or may not affect real
property values (including the purposes for which the Mortgage Loans were made
and the uses of the Mortgaged Properties) may affect the timely payment by
mortgagors of scheduled payments of principal and interest on the Mortgage Loans
and, accordingly, the actual rates of delinquencies, foreclosures and losses
with respect to any Trust Estate. The Mortgage Loans underlying certain Series
of Certificates may be concentrated in certain regions, and such concentration
may present risk considerations in addition to those generally present for
similar mortgage-backed securities without such concentration. See "The Mortgage
Loan Programs -- Mortgage Loan Underwriting" and "Prepayment and Yield
Considerations -- Weighted Average Life of Certificates" herein. To the extent
that such losses are not covered by the applicable credit enhancement, holders
of Certificates of the Series evidencing interests in the related Trust Estate
will bear all risk of loss resulting from default by mortgagors and will have to
look primarily to the value of the Mortgaged Properties for recovery of the
outstanding principal and unpaid interest on the defaulted Mortgage Loans. See
"The Trust Estates -- Mortgage Loans" and "The Mortgage Loan Programs --
Mortgage Loan Underwriting."
UNDERWRITING STANDARDS
The Mortgage Loans (including certain loans made to foreign nationals) may
have been originated using underwriting standards that are different from and,
in certain respects, less stringent than the general underwriting policies of
Norwest Mortgage. See "The Mortgage Loan Programs -- Mortgage Loan Underwriting
- -- Modified Standards." For example, certain of the Mortgage Loans may have been
originated with higher maximum Loan-to-Value Ratios, less restrictive
requirements for investment properties or "equity take out" financings, and may
have been secured by shares in cooperative housing corporations, condotels or
unique parcels of land. In return for placing greater emphasis on borrower
credit history and current assets, ratios of a prospective borrower's debt
service on the Mortgage Loan and total debt obligations to income may not be
required to be taken into account in making the loan. Such Mortgage Loans may
also experience rates of delinquencies, defaults, foreclosure, bankruptcy and
loss that are higher than those experienced by mortgage loans underwritten to
Norwest Mortgage's general underwriting standards.

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<PAGE>
YIELD AND PREPAYMENT CONSIDERATIONS
The yield of the Certificates of each Series will depend in part on the rate
of principal payment on the Mortgage Loans (including prepayments, liquidations
due to defaults and mortgage loan repurchases). Such yield may be adversely
affected, depending upon whether a particular Certificate is purchased at a
premium or discount price, by a higher or lower than anticipated rate of
prepayments on the related Mortgage Loans. In particular, the yield on Classes
of Certificates entitling the holders thereof primarily or exclusively to
payments of interest or primarily or exclusively to payments of principal will
be extremely sensitive to the rate of prepayments on the related Mortgage Loans.
In addition, the yield on certain Classes of Certificates may be relatively more
sensitive to the rate of prepayment of specified Mortgage Loans than other
Classes of Certificates. In particular, prepayments are influenced by a number
of factors, including prevailing mortgage market interest rates, local and
national economic conditions, homeowner mobility and the ability of the borrower
to obtain refinancing. In addition, the yield to investors may be adversely
affected by interest shortfalls which may result from the timing of the receipt
of prepayments or liquidations to the extent that such interest shortfalls are
not covered by aggregate Servicing Fees or other mechanisms specified in the
applicable Prospectus Supplement. The yield to investors in Classes of
Certificates will be adversely affected to the extent that losses on the
Mortgage Loans in the related Trust Estate are allocated to such Classes and may
be adversely affected to the extent of unadvanced delinquencies on the Mortgage
Loans in the related Trust Estate. Classes of Certificates identified in the
applicable Prospectus Supplement as Subordinated Certificates are more likely to
be affected by delinquencies and losses than other Classes of Certificates. See
"Prepayment and Yield Considerations."
BOOK-ENTRY SYSTEM FOR CERTAIN CLASSES AND SUBCLASSES OF CERTIFICATES
Since transactions in the Classes and Subclasses of Book-Entry Certificates
of any Series generally can be effected only through DTC, DTC Participants and
Indirect DTC Participants, the ability of a Beneficial Owner to pledge
Book-Entry Certificates to persons or entities that do not participate in the
DTC system, or to otherwise act with respect to such Book-Entry Certificates,
may be limited due to the lack of a physical certificate for such Book-Entry
Certificates. In addition, under a book-entry format, Beneficial Owners may
experience delays in their receipt of payments, since distributions will be made
by the Master Servicer, or a Paying Agent on behalf of the Master Servicer, to
Cede, as nominee for DTC. Also, issuance of the Book-Entry Certificates in
book-entry form may reduce the liquidity thereof in any secondary trading market
that may develop therefor because investors may be unwilling to purchase
securities for which they cannot obtain delivery of physical certificates. See
"Description of the Certificates -- Book-Entry Form" herein.
THE TRUST ESTATES
GENERAL
The Trust Estate for each Series of Certificates will consist primarily of
Mortgage Loans evidenced by promissory notes (the "Mortgage Notes") secured by
mortgages, deeds of trust or other instruments creating first liens (the
"Mortgages") on some or all of the following types of property (as so secured,
the "Mortgaged Properties"), to the extent set forth in the applicable
Prospectus Supplement: (i) one- to four-family detached residences, (ii)
townhouses, (iii) condominium units including, those where features of the
property may include maid service, a front desk or resident manager, rental
pools and up to 20% of commercial space ("condotels"), (iv) units within planned
unit developments, (v) long-term leases with respect to any of the foregoing,
(vi) shares issued by private non-profit housing corporations ("cooperatives")
and the related proprietary leases or occupancy agreements granting exclusive
rights to occupy specified units in such cooperatives' buildings, and (vii)
manufactured homes. In addition, a Trust Estate will also include (i) amounts
held from time to time in the related Certificate Account, (ii) the Seller's
interest in any primary mortgage insurance, hazard insurance, title insurance or
other insurance policies relating to a Mortgage Loan, (iii) any property which
initially secured a Mortgage Loan and which has been acquired by foreclosure or
trustee's sale or deed in lieu of foreclosure or trustee's sale, (iv) if
applicable, and to the extent set

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<PAGE>
forth in the applicable Prospectus Supplement, any reserve fund or funds, (v) if
applicable, and to the extent set forth in the applicable Prospectus Supplement,
contractual obligations of any person to make payments in respect of any form of
credit enhancement or any interest subsidy agreement and (vi) such other assets
as may be specified in the applicable Prospectus Supplement. The Trust Estate
will not include the portion of interest on the Mortgage Loans which constitutes
the Fixed Retained Yield, if any. See "Servicing of the Mortgage Loans -- Fixed
Retained Yield, Servicing Compensation and Payment of Expenses."
MORTGAGE LOANS
The Mortgage Loans will have been acquired by the Seller from its affiliate,
Norwest Mortgage. The Mortgage Loans will have been originated by Norwest
Mortgage or will have been acquired by Norwest Mortgage from other affiliated or
unaffiliated mortgage loan originators. Each Mortgage Loan will have been
underwritten either to Norwest Mortgage's general standards or modified
standards, to the extent specified in the applicable Prospectus Supplement, to
the standards of certain unaffiliated originators or of a Pool Insurer or to
such other standards set forth in the applicable Prospectus Supplement. See "The
Mortgage Loan Programs -- Mortgage Loan Production Sources" and " -- Mortgage
Loan Underwriting." The Prospectus Supplement for each Series will set forth the
respective number and principal amounts of Mortgage Loans (i) originated by
Norwest Mortgage or its affiliate and (ii) purchased by Norwest Mortgage or its
affiliates from unaffiliated mortgage loan originators through Norwest
Mortgage's mortgage loan purchase programs.
Each of the Mortgage Loans will be secured by a Mortgage on a Mortgaged
Property located in any of the 50 states or the District of Columbia. Generally,
the land underlying a Mortgaged Property will consist of five acres or less but
may consist of greater acreage in Norwest Mortgage's discretion.
If specified in the applicable Prospectus Supplement, the Mortgage Loans may
be secured by leases on real property under circumstances that Norwest Mortgage
determines in its discretion are commonly acceptable to institutional mortgage
investors. A Mortgage Loan secured by a lease on real property is secured not by
a fee simple interest in the Mortgaged Property but rather by a lease under
which the mortgagor has the right, for a specified term, to use the related real
estate and the residential dwelling located thereon. Generally, a Mortgage Loan
will be secured by a lease only if the use of leasehold estates as security for
mortgage loans is customary in the area, the lease is not subject to any prior
lien that could result in termination of the lease and the term of the lease
ends at least five years beyond the maturity date of the related Mortgage Loan.
The provisions of each lease securing a Mortgage Loan will expressly permit (i)
mortgaging of the leasehold estate, (ii) assignment of the lease without the
lessor's consent and (iii) acquisition by the holder of the Mortgage, in its own
or its nominee's name, of the rights of the lessee upon foreclosure or
assignment in lieu of foreclosure, unless alternative arrangements provide the
holder of the Mortgage with substantially similar protections. No lease will
contain provisions which (i) provide for termination upon the lessee's default
without the holder of the Mortgage being entitled to receive written notice of,
and opportunity to cure, such default, (ii) provide for termination in the event
of damage or destruction as long as the Mortgage is in existence or (iii)
prohibit the holder of the Mortgage from being insured under the hazard
insurance policy or policies related to the premises.
The Prospectus Supplement will set forth the geographic distribution of
Mortgaged Properties and the number and aggregate unpaid principal balances of
the Mortgage Loans by category of Mortgaged Property. The Prospectus Supplement
for each Series will also set forth the range of original terms to maturity of
the Mortgage Loans in the Trust Estate, the weighted average remaining term to
stated maturity at the Cut-Off Date of such Mortgage Loans, the earliest and
latest months of origination of such Mortgage Loans, the range of Mortgage
Interest Rates borne by such Mortgage Loans, if such Mortgage Loans have varying
Net Mortgage Interest Rates, the weighted average Net Mortgage Interest Rate at
the Cut-Off Date of such Mortgage Loans, the range of Loan-to-Value Ratios at
the time of origination of such Mortgage Loans and the range of principal
balances at origination of such Mortgage Loans.

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The information with respect to the Mortgage Loans and Mortgaged Properties
described in the preceding two paragraphs may be presented in the Prospectus
Supplement for a Series as ranges in which the actual characteristics of such
Mortgage Loans and Mortgaged Properties are expected to fall. In all such cases,
information as to the final characteristics of the Mortgage Loans and Mortgaged
Properties will be available in a Current Report on Form 8-K which will be filed
with the Commission within 15 days of the initial issuance of the related
Series.
The Mortgage Loans in a Trust Estate will generally have monthly payments
due on the first of each month (each, a "Due Date") but may, if so specified in
the applicable Prospectus Supplement, have payments due on a different day of
each month and will be of one of the following types of mortgage loans:
A. FIXED RATE LOANS. If so specified in the applicable Prospectus
Supplement, a Trust Estate may contain fixed-rate, fully-amortizing mortgage
loans providing for level monthly payments of principal and interest and terms
at origination or modification of not more than 30 years. If specified in the
applicable Prospectus Supplement, fixed rates on certain Mortgage Loans may be
converted to adjustable rates after origination of such Mortgage Loans and upon
the satisfaction of other conditions specified in the applicable Prospectus
Supplement. If so specified in the applicable Prospectus Supplement, the Pooling
and Servicing Agreement will require the Seller or another party to repurchase
each such converted Mortgage Loan at the price set forth in the applicable
Prospectus Supplement. A Trust Estate containing fixed rate Mortgage Loans may
contain convertible Mortgage Loans which have converted from an adjustable
interest rate prior to the formation of the Trust Estate and which are subject
to no further conversions.
B. ADJUSTABLE RATE LOANS. If so specified in the applicable Prospectus
Supplement, a Trust Estate may contain fully-amortizing adjustable-rate mortgage
loans having an original or modified term to maturity of not more than 30 years
with a related Mortgage Interest Rate which generally adjusts initially either
six months, one, three, five, seven or ten years subsequent to the initial
payment date, and thereafter at either six-month, one-year or other intervals
over the term of the mortgage loan to equal the sum of a fixed margin set forth
in the related Mortgage Note and an index. The applicable Prospectus Supplement
will set forth the relevant index and the highest, lowest and weighted average
margin with respect to the adjustable rate mortgage loans in the related Trust
Estate. The applicable Prospectus Supplement will also indicate any periodic or
lifetime limitations on changes in any per annum Mortgage Rate at the time of
any adjustment.
If specified in the applicable Prospectus Supplement, adjustable rates on
certain Mortgage Loans may be converted to fixed rates after origination of such
Mortgage Loans and upon the satisfaction of the conditions specified in the
applicable Prospectus Supplement. If specified in the applicable Prospectus
Supplement, the Seller or another party will generally be required to repurchase
each such converted Mortgage Loan at the price set forth in the applicable
Prospectus Supplement. A Trust Estate containing adjustable rate Mortgage Loans
may contain convertible Mortgage Loans which have converted from a fixed
interest rate prior to the formation of the Trust Estate.
If so specified in the applicable Prospectus Supplement, the Trust Estate
may contain adjustable-rate mortgage loans which have Mortgage Interest Rates
that generally adjust monthly or may adjust at other intervals as specified in
the applicable Prospectus Supplement. The scheduled monthly payment will be
adjusted as and when described in the applicable Prospectus Supplement (at
intervals different from those at which the Mortgage Interest Rate is adjusted)
to an amount that would fully amortize the Mortgage Loan over its remaining term
on a level debt service basis; provided that increases in the scheduled monthly
payment may be subject to certain limitations as specified in the applicable
Prospectus Supplement, thereby resulting in negative amortization of principal.
If an adjustment to the Mortgage Interest Rate on such a Mortgage Loan causes
the amount of interest accrued thereon in any month to exceed the current
scheduled monthly payment on such mortgage loan, the resulting amount of
interest that has accrued but is not then payable ("Deferred Interest") will be
added to the principal balance of such Mortgage Loan.

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C. GRADUATED PAYMENT LOANS. If so specified in the applicable Prospectus
Supplement, a Trust Estate may contain fixed-rate, graduated payment mortgage
loans having original or modified terms to maturity of not more than 30 years
with monthly payments during the first year calculated on the basis of an
assumed interest rate which is a specified percentage below the Mortgage Rate on
such mortgage loan. Such monthly payments increase at the beginning of the
second year by a specified percentage of the monthly payment during the
preceding year and each year specified thereafter to the extent necessary to
amortize the mortgage loan over the remainder of its term. Deferred Interest, if
any, will be added to the principal balance of such mortgage loans.
D. SUBSIDY LOANS. If so specified in the applicable Prospectus Supplement,
a Trust Estate may contain Mortgage Loans subject to temporary interest subsidy
agreements ("Subsidy Loans") pursuant to which the monthly payments made by the
related mortgagors will be less than the scheduled monthly payments on such
Mortgage Loans with the present value of the resulting difference in payment
("Subsidy Payments") being provided by the employer of the mortgagor, generally
on an annual basis. Subsidy Payments will generally be placed in a custodial
account ("Subsidy Account") by the related Servicer. Despite the existence of a
subsidy program, a mortgagor remains primarily liable for making all scheduled
payments on a Subsidy Loan and for all other obligations provided for in the
related Mortgage Note and Mortgage Loan.
Subsidy Loans are offered by employers generally through either a graduated
or fixed subsidy loan program, or a combination thereof. The terms of the
subsidy agreements relating to Subsidy Loans generally range from one to ten
years. The subsidy agreements relating to Subsidy Loans made under a graduated
program generally will provide for subsidy payments that result in effective
subsidized interest rates between three percentage points and five percentage
points below the Mortgage Interest Rates specified in the related Mortgage
Notes. Generally, under a graduated program, the subsidized rate for a Mortgage
Loan will increase approximately one percentage point per year until it equals
the full Mortgage Interest Rate. For example, if the initial subsidized interest
rate is five percentage points below the Mortgage Interest Rate in year one, the
subsidized rate will increase to four percentage points below the Mortgage
Interest Rate in year two, and likewise until year six, when the subsidized rate
will equal the Mortgage Interest Rate. Where the subsidy agreements relating to
Subsidy Loans are in effect for longer than five years, the subsidized interest
rates generally increase at smaller percentage increments for each year. The
subsidy agreements relating to Subsidy Loans made under a fixed program
generally will provide for subsidized interest rates at fixed percentages
(generally one percentage point to two percentage points) below the Mortgage
Interest Rates for specified periods, generally not in excess of ten years.
Subsidy Loans are also offered pursuant to combination fixed/graduated programs.
The subsidy agreements relating to such Subsidy Loans generally will provide for
an initial fixed subsidy of up to five percentage points below the related
Mortgage Interest Rate for up to five years, and then a periodic reduction in
the subsidy for up to five years, at an equal fixed percentage per year until
the subsidized rate equals the Mortgage Interest Rate.
Generally, employers may terminate subsidy programs in the event of (i) the
mortgagor's death, retirement, resignation or termination of employment, (ii)
the full prepayment of the Subsidy Loan by the mortgagor, (iii) the sale or
transfer by the mortgagor of the related Mortgaged Property as a result of which
the mortgagee is entitled to accelerate the Subsidy Loan pursuant to the
"due-on-sale" clause contained in the Mortgage, or (iv) the commencement of
foreclosure proceedings or the acceptance of a deed in lieu of foreclosure. In
addition, some subsidy programs provide that if prevailing market rates of
interest on mortgage loans similar to a Subsidy Loan are less than the Mortgage
Interest Rate of such Subsidy Loan, the employer may request that the mortgagor
refinance such Subsidy Loan and may terminate the related subsidy agreement if
the mortgagor fails to refinance such Subsidy Loan. In the event the mortgagor
refinances such Subsidy Loan, the new loan will not be included in the Trust
Estate. See "Prepayment and Yield Considerations" herein. In the event a subsidy
agreement is terminated, the amount remaining in the Subsidy Account will be
returned to the employer, and the mortgagor will be obligated to make the full
amount of all remaining scheduled

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payments, if any. The mortgagor's reduced monthly housing expense as a
consequence of payments under a subsidy agreement is used by Norwest Mortgage in
determining certain expense-to-income ratios utilized in underwriting a Subsidy
Loan. See "The Mortgage Loan Programs -- Mortgage Loan Underwriting."
E. BUY-DOWN LOANS. If so specified in the applicable Prospectus Supplement,
a Trust Estate may contain Mortgage Loans subject to temporary buy-down plans
("Buy-Down Loans") pursuant to which the monthly payments made by the mortgagor
during the early years of the Mortgage Loan will be less than the scheduled
monthly payments on the Mortgage Loan. The resulting difference in payment will
be compensated for from an amount contributed by the seller of the related
Mortgaged Property or another source, including the originator of the Mortgage
Loan (generally on a present value basis) and, if so specified in the applicable
Prospectus Supplement, placed in a custodial account (the "Buy-Down Fund") by
the related Servicer. If the mortgagor on a Buy-Down Loan prepays such Mortgage
Loan in its entirety, or defaults on such Mortgage Loan and the Mortgaged
Property is sold in liquidation thereof, during the period when the mortgagor is
not obligated, on account of the buy-down plan, to pay the full monthly payment
otherwise due on such loan, the unpaid principal balance of such Buy-Down Loan
will be reduced by the amounts remaining in the Buy-Down Fund with respect to
such Buy-Down Loan, and such amounts will be deposited in the Servicer Custodial
Account or the Certificate Account, net of any amounts paid with respect to such
Buy-Down Loan by any insurer, guarantor or other person pursuant to a credit
enhancement arrangement described in the applicable Prospectus Supplement.
F. BALLOON LOANS. If so specified in the applicable Prospectus Supplement,
a Trust Estate may include Mortgage Loans which are amortized over a fixed
period not exceeding 30 years but which have shorter terms to maturity (each
such Mortgage Loan, a "Balloon Loan") that causes the outstanding principal
balance of the related Mortgage Loan to be due and payable at the end of a
certain specified period (the "Balloon Period"). The borrower of such Balloon
Loan will be obligated to pay the entire outstanding principal balance of the
Balloon Loan at the end of the related Balloon Period. In the event Norwest
Mortgage refinances a mortgagor's Balloon Loan at maturity, the new loan will
not be included in the Trust Estate. See "Prepayment and Yield Considerations"
herein.
A Trust Estate may also include other types of first lien, residential
Mortgage Loans to the extent set forth in the applicable Prospectus Supplement.
THE SELLER
Norwest Structured Assets, Inc. (the "Seller") is a direct, wholly owned
subsidiary of Norwest Mortgage, Inc. and an indirect, wholly owned subsidiary of
Norwest Corporation, a corporation organized under the laws of Delaware
("Norwest Corporation"). The Seller was incorporated in the State of Delaware on
December 10, 1996.
The limited purposes of the Seller are, in general, to acquire, own and sell
mortgage loans; to issue, acquire, own, hold and sell mortgage asset-backed
pass-through securities which represent ownership interests in mortgage loans,
collections thereon and related properties; and to engage in any acts which are
incidental to, or necessary, suitable or convenient to accomplish, the
foregoing.
The Seller maintains its principal office at 5325 Spectrum Drive, Frederick,
Maryland 21703. Its telephone number is (301) 846-8200.
At the time of the formation of any Trust Estate, the Seller will be the
sole owner of all the related Mortgage Loans. The Seller will have acquired the
Mortgage Loans included in any Trust Estate from Norwest Mortgage. Except to the
extent otherwise specified in the applicable Prospectus Supplement, the Seller's
only obligation with respect to the Certificates of any Series will be to
repurchase or substitute for Mortgage Loans in a Trust Estate in the event of
defective documentation or upon the breach of certain representations and
warranties made by the Seller. See "The Pooling and Servicing Agreement --
Assignment of Mortgage Loans to the Trustee."

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NORWEST MORTGAGE
Norwest Mortgage, Inc. ("Norwest Mortgage") was originally incorporated as a
Minnesota corporation on July 1, 1983. On August 30, 1995, Norwest Mortgage and
Directors Mortgage Loan Corporation, a California corporation, completed a
statutory merger. As a result of the merger, Norwest became a California
corporation as of September 1, 1995. Norwest Mortgage is engaged principally in
the business of (i) originating and purchasing residential mortgage loans in its
own name and through its affiliates, Norwest Funding, Inc. and Norwest Funding
II, Inc. (collectively, "Norwest Funding") and (ii) servicing residential
mortgage loans for its own account or for the account of others. Norwest
Mortgage is a direct, wholly owned subsidiary of Norwest Nova, Inc. and an
indirect, wholly owned subsidiary of Norwest Corporation. The executive offices
of Norwest Mortgage are located at 405 Southwest 5th Street, Des Moines, Iowa
50309-4603, and its telephone number is (515) 221-7300.
Norwest Mortgage is an approved servicer of FNMA, FHLMC and the Government
National Mortgage Association. As of December 31, 1995, Norwest Mortgage had a
net worth of approximately $314.8 million.
NORWEST BANK
Norwest Bank Minnesota, National Association ("Norwest Bank") will act as
Master Servicer with respect to each Series. Norwest Bank is a direct, wholly
owned subsidiary of Norwest Corporation. Norwest Bank is a national banking
association originally chartered in 1872 and is engaged in a wide range of
activities typical of a national bank.
Norwest Bank's principal office is located at Norwest Center, Sixth and
Marquette, Minneapolis, Minnesota 55479. Norwest Bank conducts its master
servicing and securities administration services at its offices in Columbia,
Maryland. Its address there is 11000 Broken Land Parkway, Columbia, Maryland
21044-3662 and its telephone number is (410) 884-2000.
THE MORTGAGE LOAN PROGRAMS
MORTGAGE LOAN PRODUCTION SOURCES
Norwest Mortgage conducts a significant portion of its mortgage loan
originations through more than 700 loan production offices (the "Loan Stores")
located throughout all 50 states. Norwest Mortgage also conducts a significant
portion of its mortgage loan originations through centralized production offices
located in Frederick, Maryland and Minneapolis, Minnesota. At the latter
locations, Norwest Mortgage receives applications for home mortgage loans on
toll-free telephone numbers that can be called from anywhere in the United
States.
The following are Norwest Mortgage's primary sources of mortgage loan
originations: (i) direct contact with prospective borrowers (including borrowers
with mortgage loans currently serviced by Norwest Mortgage or borrowers referred
by borrowers with mortgage loans currently serviced by Norwest Mortgage), (ii)
referrals by realtors, other real estate professionals and prospective borrowers
to the Loan Stores, (iii) referrals from selected corporate clients, (iv)
referrals from the private mortgage banking group, a division of Norwest
Funding, Inc., which specializes in mortgage loans with original principal
balances in excess of the limits of FNMA and FHLMC, (v) several joint ventures
into which Norwest Mortgage, through its wholly owned subsidiary, Norwest
Mortgage Ventures, Inc., has entered with realtors and banking institutions (the
"Joint Ventures") and (vi) referrals from mortgage brokers and similar entities.
In addition to its own mortgage loan originations, Norwest Mortgage acquires
qualifying mortgage loans from other unaffiliated originators
("Correspondents"). See " -- Acquisition of Mortgage Loans from Correspondents"
below. The relative contribution of each of these sources to Norwest Mortgage's
business, measured by the volume of loans generated, tends to fluctuate over
time.
Norwest Mortgage Ventures, Inc. owns at least a 50% interest in each of the
Joint Ventures, with the remaining ownership interest in each being owned by a
realtor or a banking institution having

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significant contact with potential borrowers. Mortgage loans that are originated
by Joint Ventures in which Norwest Mortgage's partners are realtors are
generally made to finance the acquisition of properties marketed by such Joint
Venture partners. Applications for mortgage loans originated through Joint
Ventures are generally taken by Joint Venture employees and underwritten by
Norwest Mortgage in accordance with its standard underwriting criteria. Such
mortgage loans are then closed by the Joint Ventures in their own names and
subsequently purchased by Norwest Mortgage or Norwest Funding.
Norwest Mortgage may directly contact prospective borrowers (including
borrowers with mortgage loans currently serviced by Norwest Mortgage) through
general and targeted solicitations. Such solicitations are made through direct
mailings, mortgage loan statement inserts and television, radio and print
advertisements and by telephone. Norwest Mortgage's targeted solicitations may
be based on characteristics such as the borrower's mortgage loan interest rate
or payment history and the geographic location of the mortgaged property. See
"Prepayment and Yield Considerations" herein.
A majority of Norwest Mortgage's corporate clients are companies that
sponsor relocation programs for their employees and in connection with which
Norwest Mortgage provides mortgage financing. Eligibility for a relocation loan
is based, in general, on an employer's providing financial assistance to the
relocating employee in connection with a job-required move. Although Subsidy
Loans are typically generated through such corporate-sponsored programs, the
assistance extended by the employer need not necessarily take the form of a loan
subsidy. (Not all relocation loans are generated by Norwest Mortgage through
referrals from its corporate clients; some relocation loans are generated as a
result of referrals from mortgage brokers and similar entities and others are
generated through Norwest Mortgage's acquisition of mortgage loans from other
originators.) Also among Norwest Mortgage's corporate clients are various
professional associations. These associations, as well as the other corporate
clients, promote the availability of a broad range of Norwest Mortgage mortgage
products to their members or employees, including refinance loans, second-home
loans and investment-property loans.
ACQUISITION OF MORTGAGE LOANS FROM CORRESPONDENTS
In order to qualify for participation in Norwest Mortgage's mortgage loan
purchase programs, lending institutions must (i) meet and maintain certain net
worth and other financial standards, (ii) demonstrate experience in originating
residential mortgage loans, (iii) meet and maintain certain operational
standards, and (iv) utilize the services of qualified appraisers.
The contractual arrangements with Correspondents may involve the commitment
by Norwest Mortgage to accept delivery of a certain dollar amount of mortgage
loans over a period of time; this commitment may be satisfied either by delivery
of mortgage loans one at a time or in multiples as aggregated by the
Correspondent. The contractual arrangements with certain Correspondents may also
involve the delegation of all underwriting functions to such Correspondents
("Delegated Underwriting"), which will result in Norwest Mortgage not performing
any underwriting functions prior to acquisition of the loan but instead relying
on such originators' representations, and Norwest Mortgage's post-purchase
reviews of samplings of mortgage loans acquired from such originators regarding
the originators' compliance with Norwest Mortgage's underwriting standards. In
addition, certain Correspondents may be permitted to utilize their own
underwriting criteria based upon a review of such criteria by Norwest Mortgage,
and the underwriting policies of these Correspondents may vary from Norwest
Mortgage's underwriting standards. Norwest Mortgage may also acquire portfolios
of seasoned loans in negotiated transactions.
MORTGAGE LOAN UNDERWRITING
The Trust Estate for each Series of Certificates will include Mortgage Loans
which have been underwritten in accordance with one or more of the following:
(i) Norwest Mortgage's general underwriting standards, (ii) Norwest Mortgage's
modified underwriting standards that have been applied in the underwriting of
mortgage loans under Norwest Mortgage's "alternative" mortgage loan underwriting
program, (iii) the underwriting standards of a Pool Insurer and (iv) the
underwriting standards of certain Correspondents or sellers of mortgage loans on
a bulk basis to Norwest Mortgage.

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GENERAL STANDARDS. Norwest Mortgage's underwriting standards are applied by
or on behalf of Norwest Mortgage or by Correspondents to evaluate the
applicant's credit standing and ability to repay the loan, as well as the value
and adequacy of the mortgaged property as collateral. The underwriting standards
that guide the determination represent a balancing of several factors that may
affect the ultimate recovery of the loan amount, including, among others, the
amount of the loan, the ratio of the loan amount to the property value (i.e.,
the lower of the appraised value of the mortgaged property and the purchase
price), the borrower's means of support and the borrower's credit history.
Norwest Mortgage's guidelines for underwriting may vary according to the nature
of the borrower or the type of loan, since differing characteristics may be
perceived as presenting different levels of risk. With respect to certain
Mortgage Loans, the originators of such loans may have contracted with
unaffiliated third parties to perform the underwriting process.
Norwest Mortgage utilizes various systems of credit scoring as a tool to
supplement the mortgage loan underwriting process. The most comprehensive credit
scoring applied by Norwest Mortgage provides consistent, objective measures of
borrower credit history and also considers specific loan attributes. Such
objective measures and attributes are used to evaluate loan applications and
assign each application a "Credit Score."
The portion of the Credit Score related to borrower credit history is
generally based on computer models developed by a third party. These models
evaluate information available from three major credit reporting bureaus
regarding historical patterns of consumer credit behavior in relation to default
experience for similar types of borrower profiles. A particular borrower's
credit patterns are then considered in order to derive a "FICO Score" which
indicates a level of default probability over a two-year period.
The Credit Score is used by Norwest Mortgage to determine the type of
underwriting process and which level of underwriter will review the loan file.
For transactions which are determined to be low-risk transactions, based upon
the Credit Score and other parameters (including the mortgage loan production
source), the lowest underwriting authority is generally required. For moderate
and higher risk transactions, higher level underwriters and a full review of the
mortgage file are generally required. Borrowers who have a satisfactory Credit
Score (based upon the mortgage loan production source) are generally subject to
streamlined credit review (which relies on the credit scoring process for
various elements of the underwriting assessments). Such borrowers may also be
eligible for a limited documentation program and are generally permitted a
greater latitude in the application of borrower debt-to-income ratios.
With respect to all mortgage loans underwritten by Norwest Mortgage, Norwest
Mortgage's underwriting of a mortgage loan may be based on data obtained by
parties other than Norwest Mortgage that are involved at various stages in the
mortgage origination or acquisition process. This typically occurs under
circumstances in which loans are subject to more than one approval process, as
when correspondents, certain mortgage brokers or similar entities that have been
approved by Norwest Mortgage to process loans on its behalf, or independent
contractors hired by Norwest Mortgage to perform underwriting services on its
behalf ("contract underwriters") make initial determinations as to the
consistency of loans with Norwest Mortgage underwriting guidelines. The
underwriting of mortgage loans acquired by Norwest Mortgage pursuant to a
Delegated Underwriting arrangement with a Correspondent is not reviewed prior to
acquisition of the mortgage loan by Norwest Mortgage although the mortgage loan
file is reviewed by Norwest Mortgage to confirm that certain documents are
included in the file. Instead, Norwest Mortgage relies on (i) the
Correspondent's representations that such mortgage loan was underwritten in
accordance with Norwest Mortgage's underwriting standards and (ii) a
post-purchase review of a sampling of all mortgage loans acquired from such
originator. In addition, in order to be eligible to sell mortgage loans to
Norwest Mortgage pursuant to a Delegated Underwriting arrangement, the
originator must meet certain requirements including, among other things, certain
quality, operational and financial guidelines.

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A prospective borrower applying for a mortgage loan is required to complete
a detailed application. The loan application elicits pertinent information about
the applicant, with particular emphasis on the applicant's financial health
(assets, liabilities, income and expenses), the property being financed and the
type of loan desired. A self-employed applicant may be required to submit his or
her most recent signed federal income tax returns. With respect to every
applicant, credit reports are obtained from commercial reporting services,
summarizing the applicant's credit history with merchants and lenders.
Significant unfavorable credit information reported by the applicant or a credit
reporting agency must be explained by the applicant. The credit review process
generally is streamlined for borrowers with a qualifying Credit Score.
Verifications of employment, income, assets or mortgages may be used to
supplement the loan application and the credit report in reaching a
determination as to the applicant's ability to meet his or her monthly
obligations on the proposed mortgage loan, as well as his or her other mortgage
payments (if any), living expenses and financial obligations. A mortgage
verification involves obtaining information regarding the borrower's payment
history with respect to any existing mortgage the applicant may have. This
verification is accomplished by either having the present lender complete a
verification of mortgage form, evaluating the information on the credit report
concerning the applicant's payment history for the existing mortgage,
communicating, either verbally or in writing, with the applicant's present
lender or analyzing cancelled checks provided by the applicant. Verifications of
income, assets or mortgages may be waived under certain programs offered by
Norwest Mortgage, but Norwest Mortgage's underwriting guidelines require, in
most instances, a verbal or written verification of employment to be obtained.
In some cases, employment histories may be obtained through V.I.E., Inc., an
affiliate of Norwest Mortgage, that obtains employment data from state
unemployment insurance departments or other state agencies. In addition, the
loan applicant may be eligible for a loan approval process permitting limited
documentation. The above referenced reduced documentation options and waivers
limit the amount of documentation required for an underwriting decision and have
the effect of increasing the relative importance of the credit report and the
appraisal. Documentation requirements vary based upon a number of factors,
including the purpose of the loan, the amount of the loan, the ratio of the loan
amount to the property value and the mortgage loan production source. Norwest
Mortgage accepts alternative methods of verification, in those instances where
verifications are part of the underwriting decision; for example, salaried
income may be substantiated either by means of a form independently prepared and
signed by the applicant's employer or by means of the applicant's most recent
paystub and W-2. In cases where two or more persons have jointly applied for a
mortgage loan, the gross incomes and expenses of all of the applicants,
including nonoccupant co-mortgagors, are combined and considered as a unit.
In general, except for borrowers meeting certain standards who apply for
loans with certain qualifying characteristics under Norwest Mortgage's
"retention program" applicable to then-current borrowers, borrowers applying for
loans must demonstrate that the ratio of their total monthly housing debt to
their monthly gross income, and the ratio of their total monthly debt to their
monthly gross income do not exceed certain maximum levels. Such maximum levels
vary, and under the "retention program" may not be applied, depending on a
number of factors including Loan-to-Value Ratio, a borrower's credit history, a
borrower's liquid net worth, the potential of a borrower for continued
employment advancement or income growth, the ability of the borrower to
accumulate assets or to devote a greater portion of income to basic needs such
as housing expense, a borrower's Credit Score and the type of loan for which the
borrower is applying. These calculations are based on the amortization schedule
and the interest rate of the related loan, with each ratio being computed on the
basis of the proposed monthly mortgage payment. In the case of adjustable-rate
mortgage loans, the interest rate used to determine a mortgagor's monthly
payment for purposes of such ratios may, in certain cases, be the initial
mortgage interest rate or another interest rate, which, in either case, is lower
than the sum of the index rate that would have been applicable at origination
plus the applicable margin. In evaluating applications for Subsidy Loans and
Buy-Down Loans, such ratios are determined by including in the applicant's total
monthly housing expense and total monthly debt the proposed monthly mortgage
payment reduced by the amount expected to be applied on a monthly

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basis under the related subsidy agreement or buy-down agreement or, in certain
cases, the mortgage payment that would result from an interest rate lower than
the Mortgage Interest Rate but higher than the effective rate to the mortgagor
as a result of the subsidy agreement or the buy-down agreement. See "The Trust
Estates -- Mortgage Loans." Secondary financing is permitted on mortgage loans
under certain circumstances. In those cases, the payment obligations under both
primary and secondary financing are included in the computation of the housing
debt-to-income ratios, and the combined amount of primary and secondary loans
will be used to calculate the combined loan-to-value ratio. Any secondary
financing permitted will generally mature prior to the maturity date of the
related mortgage loan. In evaluating an application with respect to a
"non-owner-occupied" property, which Norwest Mortgage defines as a property
leased to a third party by its owner (as distinct from a "second home," which
Norwest Mortgage defines as an owner-occupied, non-rental property that is not
the owner's principal residence), Norwest Mortgage will include projected rental
income net of certain mortgagor obligations and other assumed expenses or loss
from such property to be included in the applicant's monthly gross income or
total monthly debt in calculating the foregoing ratios. A mortgage loan secured
by a two- to four-family Mortgaged Property is considered to be an owner-
occupied property if the borrower occupies one of the units; rental income on
the other units is generally taken into account in evaluating the borrower's
ability to repay the mortgage loan.
Mortgage Loans will not generally have had at origination a Loan-to-Value
Ratio in excess of 95%. However, if so specified in the applicable Prospectus
Supplement, Mortgage Loans that had Loan-to-Value Ratios at origination in
excess of 95% may be included in the related Trust Estate. The Loan-to-Value
Ratio is the ratio, expressed as a percentage, of the principal amount of the
Mortgage Loan at origination to the lesser of (i) the appraised value of the
related Mortgaged Property, as established by an appraisal obtained by the
originator generally no more than four months prior to origination (or, with
respect to newly constructed properties, no more than twelve months prior to
origination), or (ii) the sale price for such property. In some instances, the
Loan-to-Value Ratio may be based on an appraisal that was obtained by the
originator more than four months prior to origination, provided that (i) a
recertification of the original appraisal is obtained and (ii) the original
appraisal was obtained no more than twelve months prior to origination. For the
purpose of calculating the Loan-to-Value Ratio of any Mortgage Loan that is the
result of the refinancing (including a refinancing for "equity take out"
purposes) of an existing mortgage loan, the appraised value of the related
Mortgaged Property is generally determined by reference to an appraisal obtained
in connection with the origination of the replacement loan. In connection with
certain of its mortgage originations, Norwest Mortgage currently obtains
appraisals through its affiliate, Value Information Technology, Inc.
No assurance can be given that values of the Mortgaged Properties have
remained or will remain at the levels which existed on the dates of appraisal
(or, where applicable, recertification of value) of the related Mortgage Loans.
The appraisal of any Mortgaged Property reflects the individual appraiser's
judgment as to value, based on the market values of comparable homes sold within
the recent past in comparable nearby locations and on the estimated replacement
cost. The appraisal relates both to the land and to the structure; in fact, a
significant portion of the appraised value of a Mortgaged Property may be
attributable to the value of the land rather than to the residence. Because of
the unique locations and special features of certain Mortgaged Properties,
identifying comparable properties in nearby locations may be difficult. The
appraised values of such Mortgaged Properties will be based to a greater extent
on adjustments made by the appraisers to the appraised values of reasonably
similar properties rather than on objectively verifiable sales data. If
residential real estate values generally or in particular geographic areas
decline such that the outstanding balances of the Mortgage Loans and any
secondary financing on the Mortgaged Properties in a particular Trust Estate
become equal to or greater than the values of the related Mortgaged Properties,
the actual rates of delinquencies, foreclosures and losses could be higher than
those now generally experienced in the mortgage lending industry and those now
experienced in Norwest Mortgage's servicing portfolios. In addition, adverse
economic conditions generally, in particular geographic areas or industries, or
affecting particular segments of the borrowing community (such as mortgagors
relying on commission income and self-employed mortgagors) and other factors
which may or may not affect real property

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values, including the purposes for which the Mortgage Loans were made and the
uses of the Mortgaged Properties, may affect the timely payment by mortgagors of
scheduled payments of principal and interest on the Mortgage Loans and,
accordingly, the actual rates of delinquencies, foreclosures and losses with
respect to any Trust Estate. See "Prepayment and Yield Considerations --
Weighted Average Life of Certificates" herein. To the extent that such losses
are not covered by the methods of credit support or the insurance policies
described herein, they will be borne by holders of the Certificates of the
Series evidencing interests in such Trust Estate.
Norwest Mortgage originates mortgage loans with Loan-to-Value Ratios in
excess of 80%, either with or without the requirement to obtain primary mortgage
insurance. In cases for which primary mortgage insurance is obtained, the excess
over 75% (or such lower percentage as Norwest Mortgage may require at
origination) will be covered by primary mortgage insurance from an approved
primary mortgage insurance company until the unpaid principal balance of the
Mortgage Loan is reduced to an amount that will result in a Loan-to-Value Ratio
less than or equal to 80%. However, Norwest Mortgage does not require primary
mortgage insurance on loans that have Loan-to-Value Ratios exceeding 80% if such
loans are secured by primary residences or second homes (excluding
cooperatives). Each loan originated without primary mortgage insurance will have
been made at an interest rate that was higher than the rate would have been if
the Loan-to-Value Ratio was 80% or less or if primary mortgage insurance was
obtained. The Prospectus Supplement will specify the number and percentage of
Mortgage Loans contained in the Trust Estate for a particular Series of
Certificates with Loan-to-Value Ratios at origination in excess of 80% which
were originated without primary mortgage insurance.
Except as described below, Mortgage Loans will generally be covered by an
appropriate standard form American Land Title Association ("ALTA") title
insurance policy, or a substantially similar policy or form of insurance
acceptable to the Federal National Mortgage Association ("FNMA") or the Federal
Home Loan Mortgage Corporation ("FHLMC"). Certain Mortgage Loans ("T.O.P.
Loans") originated by Norwest Mortgage or Norwest Funding in connection with the
"Title Option Plus" program are not covered by title insurance policies,
although title searches are performed in connection with the origination of
T.O.P. Loans by American Land Title Company, Inc., an affiliate of Norwest
Mortgage. The Seller will represent and warrant to the Trustee of any Trust
Estate that the Mortgaged Property related to each Mortgage Loan (including each
T.O.P. Loan) is free and clear of all encumbrances and liens having priority
over the first lien of the related Mortgage, subject to certain limited
exceptions as set forth below under "-- Representations and Warranties." However
in the event that a lien senior to the lien of the Mortgage related to a T.O.P.
Loan that is contained in the Trust Estate for any Series is found to exist, the
sole recourse of the Trustee will be against the Seller for breach of its
representation and warranty. The Trustee will not have recourse against any
title insurance company or other party.
Where permitted by law, Norwest Mortgage generally requires that a borrower
include in each monthly payment a portion of the real estate taxes, assessments,
primary mortgage insurance (if applicable), and hazard insurance premiums and
other similar items with respect to the related mortgage loan. Norwest Mortgage
may, however, on a case-by-case basis, in its discretion not require such
advance payments for certain Mortgage Loans, based on an evaluation of the
borrowers' ability to pay such taxes and charges as they become due.
MODIFIED STANDARDS. In comparison to Norwest Mortgage's "general"
underwriting standards described above, the underwriting standards applicable to
mortgage loans under Norwest Mortgage's "alternative" mortgage loan underwriting
program permit different underwriting criteria, additional types of mortgaged
properties or certain other less restrictive parameters. Generally, for
borrowers who meet certain minimum FICO Score thresholds (or for "foreign
nationals" without a FICO Score who hold certain types of visas and have
acceptable credit references), these standards include higher loan amounts,
higher maximum Loan-to-Value Ratios, higher maximum "combined" Loan-to-Value
Ratios in cases of simultaneous primary and secondary financings, less
restrictive requirements for "equity take out" refinancings, the removal of
limitations on the number of permissible mortgage

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loans that may be extended to one borrower and the ability to originate mortgage
loans with Loan-to-Value Ratios in excess of 80% without the requirement to
obtain primary mortgage insurance if such loans are secured by cooperatives or
investment properties.
With respect to mortgaged property types, mortgage loans may be secured by
shares in cooperative housing corporations, "manufactured homes", investment
properties permitted under less stringent guidelines, condotels (features of
which may include maid service, a front desk or resident manager, rental pools
and up to 20% of commercial space), and the mortgaged properties may represent
an unusually high percentage of land vs. structure or have other unique
characteristics.
In addition, borrowers may have been approved under a "No Ratio" program
applicable to loan applicants satisfying certain minimum FICO Score thresholds.
For such cases, the borrower's income would not have been verified nor would
there have been the calculation of any ratios, as part of the loan underwriting
decision, of the borrower's expected monthly housing debt or total monthly debt
obligations to the borrower's monthly income. In connection with such No Ratio
program, the borrower's assets would have been verified and certain minimum
"cash reserves" required.
POOL CERTIFICATION UNDERWRITING. If specified in the applicable Prospectus
Supplement, certain of the Mortgage Loans will have been reviewed by General
Electric Mortgage Insurance Corporation ("GEMICO"), United Guaranty Residential
Insurance Company ("UGRIC") or a similar entity (collectively, the "Pool
Insurers") to determine conformity, in the aggregate, with such company's
respective credit, appraisal and underwriting guidelines. Norwest Mortgage will
not have underwritten such Mortgage Loans. Neither GEMICO nor UGRIC have
underwritten any of the Mortgage Loans for compliance with any investor
guidelines.
Based on information provided by the relevant company, as a condition to
eligibility of a Mortgage Loan for inclusion in a mortgage pool to be insured by
GEMICO or UGRIC, the loan originator generally will be required to comply with
the following procedures, although exceptions may be made if permitted by such
company.
Initially, a prospective borrower must fill out a detailed application
providing pertinent credit information. The loan originator obtains a credit
report, which summarizes the prospective borrower's credit history with
merchants and lenders and any record of bankruptcy, or other pertinent legal
history. In addition, a verification of employment for the last two years is
made from either the applicant's employer or a Form W-2 for the most recent two
years and the applicant's most recent pay stub. If an applicant is
self-employed, such applicant submits copies of signed tax returns with all
schedules for the prior two years together with a current year-to-date profit
and loss statement and any other documentation deemed necessary. Rental income
used to qualify the applicant is verified either by lease agreements or by the
borrower's tax returns. In the case of refinancings, the loan originator must
require, among other things, that there has not been more than one delinquency
in the prior 12 months nor, in the case of mortgage loans reviewed by GEMICO,
any delinquency in the past 90 days on the prior mortgage loan.
In determining the adequacy of the Mortgaged Property as collateral, an
independent appraisal must be made of each property considered for financing.
Each appraiser must be selected in accordance with predetermined guidelines
established for appraisers. The appraiser is required to inspect the property
and verify that it is in good condition and that construction, if new, has been
completed. The appraisal is based on the market value of comparable homes. No
appraisal more than six months old will be accepted by GEMICO and no appraisal
more than 120 days old will be accepted by UGRIC.
Once all applicable employment, credit and property information is received,
a determination must be made by the loan originator (and confirmed on review by
GEMICO or UGRIC) as to whether the prospective borrower has sufficient monthly
income to meet (i) the monthly payment obligations on the proposed mortgage loan
(including principal and interest payments, real estate taxes, insurance on the
subject property, and homeowners' association dues and secondary financing, if
any), and (ii) the aggregate of the foregoing and all other financial
obligations not expected to be fully repaid

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within the next 10 months. As a general rule, GEMICO and UGRIC require the ratio
of a prospective borrower's debt, as described in clauses (i) and (ii) above, to
such borrower's income to be 33% and 38%, respectively for fixed rate, fixed
payment loans. The ratios required for adjustable rate loans are slightly lower.
The general rule may be varied, and higher debt-to-income ratios may be
permitted, in appropriate cases characterized by lower Loan-to-Value Ratios or
other favorable factors.
In some special cases, GEMICO and UGRIC may underwrite loans under a
"limited documentation" program. With respect to such loans, limited
investigation into the borrower's credit history and income profile is
undertaken by the originator and such loans may be underwritten primarily on the
basis of an appraisal of the mortgaged property and Loan-to-Value Ratio on
origination. Thus, if the Loan-to-Value Ratio is less than the percentage
required under standard guidelines, the originator may forego certain aspects of
the review relating to monthly income, and, in the case of mortgage loans
reviewed by GEMICO, traditional ratios of monthly or total expenses to gross
income may not be applied. At a minimum, a limited documentation program must
require a loan application, a credit report, an appraisal acceptable to
FNMA/FHLMC performed by an independent appraiser, and a verification of
downpayment or three months of bank statements. The maximum Loan-to-Value Ratio
allowed under any limited documentation program underwritten by GEMICO and UGRIC
is 70%. UGRIC's "limited documentation" program is limited exclusively to
self-employed borrowers.
For any rate or term refinance of a mortgage loan, or conversion of an
adjustable rate mortgage loan, where GEMICO or UGRIC has already insured the
prior loan, GEMICO or UGRIC may have determined a loan's insurability without
reviewing updated credit or collateral information. In the case of seasoned
loans, GEMICO or UGRIC may have determined a loan's insurability by performing a
more limited credit and collateral review.
The foregoing should not be taken as a full and complete discussion of all
of the procedures undertaken in connection with a particular underwriting. Both
GEMICO and UGRIC consider various other factors including, but not limited to,
reviewing sales contracts, verifying deposits and other assets and examining
additional supporting documentation in certain instances such as divorce decrees
and separation agreements. Investors should consult the particular Pool
Insurer's underwriting guidelines for more specific and complete requirements
regarding underwriting standards. Furthermore, the underwriting process often
results in certain compensating factors being considered to offset the existence
of other negative factors in a loan file.
The use of pool certification underwriting by a Pool Insurer in no way
indicates that the related Certificates or Mortgage Loans are insured or
guaranteed under a mortgage pool insurance policy unless the applicable
Prospectus Supplement so specifies.
REPRESENTATIONS AND WARRANTIES
In connection with the transfer of the Mortgage Loans related to any Series
by the Seller to the Trust Estate, the Seller will generally make certain
representations and warranties regarding the Mortgage Loans. In certain cases
where the Seller acquired some or all of the Mortgage Loans related to a Series
from a Correspondent, if so indicated in the applicable Prospectus Supplement,
the Seller may, rather than itself making representations and warranties, cause
the representations and warranties made by the Correspondent in connection with
its sale of Mortgage Loans to Norwest Mortgage or Norwest Funding to be assigned
to the Trust Estate. In such cases, the Correspondent's representations and
warranties may have been made as of a date prior to the date of execution of the
Pooling and Servicing Agreement. Unless otherwise provided in the applicable
Prospectus Supplement, such representations and warranties (whether made by the
Seller or another party) will generally include the following with respect to
the Mortgage Loans, or each Mortgage Loan, as the case may be:
(i)
the information set forth in the schedule of Mortgage Loans appearing
as an exhibit to such Pooling and Servicing Agreement is correct in
all material respects at the date or dates respecting which such information
is furnished as specified therein;

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(ii)
immediately prior to the transfer and assignment contemplated by the
Pooling and Servicing Agreement, the Seller is 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
related Mortgaged Property, 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 Mortgaged Property is
a condominium unit, any lien for common charges permitted by statute or home
owners 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 to, and delivered
to the Trustee or a custodian with, any Mortgage establishes in the Seller a
valid 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 in any material
respect; satisfied, cancelled or subordinated the Mortgage or the related
Mortgage Note in whole or in part; or 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 reflected in a document delivered by the Seller to the Trustee or a
custodian together with the related Mortgage;
(v)
all taxes, governmental assessments, insurance premiums, and water,
sewer and municipal charges previously due and owing have been paid,
or an escrow of funds in an amount sufficient to pay for every such item
which remains unpaid has been established to the extent permitted by law;
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 Buy-Down Loan or Subsidy Loan arrangement), for the payment of any
amount required by the Mortgage, except for interest accruing from the date
of the related Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is later, to the date which precedes by 30 days the
first Due Date under the related Mortgage Note;
(vi)
the Mortgaged Property is undamaged by water, fire, earthquake or
earth movement, windstorm, flood, tornado or similar casualty
(excluding casualty from the presence of hazardous wastes or hazardous
substances, as to which the Seller makes no representation), 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 shares in cooperatives, the
Mortgaged Property consists of a fee simple or leasehold 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 an applicable 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;

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(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 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 date of the Pooling and
Servicing Agreement;
(xv)
the Mortgage Loan (except a T.O.P. Loan as described above under "--
Mortgage Loan Underwriting" and any Mortgage Loan secured by
Mortgaged Property located in Iowa, as to which an opinion of counsel of the
type customarily rendered in such State in lieu of title insurance is
instead received) is covered by an ALTA 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 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

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force and effect and inure to the benefit of the Trustee and 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 Flood Disaster Protection Act of 1973; 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 any 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; and the Seller has not
waived any default, breach, violation or event of acceleration; no
foreclosure action is 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, render such 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 single family residential property which may
include a detached home, townhouse, condominium unit (including condotels),
unit in a planned unit development or a leasehold interest with respect to
any of the foregoing, or, in the case of Mortgage Loans secured by shares of
cooperatives, leases or occupancy agreements;
(xxiii)
with respect to each Buy-Down Loan, the funds deposited in the
Buy-Down Fund, if any, will be sufficient, together with interest
thereon at the rate customarily received by the Seller on

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such funds, compounded monthly, and adding the amounts required to be paid
by the mortgagor, to make the scheduled payments stated in the Mortgage Note
for the term of the buy-down agreement; and
(xxiv)
each Mortgage Loan is a "Qualified Mortgage" within the meaning of
Section 860G of the Code.
No representations or warranties are made by the Seller or any other party
as to the environmental condition of such 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 such Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
substance on or near such 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 such
Mortgaged Property. See "Certain Legal Aspects of the Mortgage Loans --
Environmental Considerations" below.
See "The Pooling and Servicing Agreement -- Assignment of Mortgage Loans to
the Trustee" for a description of the limited remedies available in connection
with breaches of the foregoing representations and warranties.
DESCRIPTION OF THE CERTIFICATES
GENERAL
Each Series of Certificates will include one or more Classes, each of which
may be divided into two or more Subclasses. Any references herein to the
characteristics of a Class of Certificates may also describe the characteristics
of a Subclass of Certificates. In addition, any Class or Subclass of
Certificates may consist of two or more non-severable components, each of which
may exhibit any of the principal or interest payment characteristics described
herein with respect to a Class of Certificates. A Series may include one or more
Classes of Certificates entitled, to the extent of funds available, to (i)
principal and interest distributions in respect of the related Mortgage Loans,
(ii) principal distributions, with no interest distributions, (iii) interest
distributions, with no principal distributions or (iv) such other distributions
as are described in the applicable Prospectus Supplement.
Each Series of Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") among the Seller,
Norwest Bank, as the Master Servicer, and the Trustee named in the applicable
Prospectus Supplement. An illustrative form of Pooling and Servicing Agreement
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries describe certain provisions common
to the Certificates and to each Pooling and Servicing Agreement. The summaries
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all of the provisions of the Pooling and Servicing
Agreement for each Series of Certificates and the applicable Prospectus
Supplement. Wherever particular sections or defined terms of the Pooling and
Servicing Agreement are referred to, such sections or defined terms are thereby
incorporated herein by reference from the form of Pooling and Servicing
Agreement filed as an exhibit to the Registration Statement.
Unless otherwise specified in the applicable Prospectus Supplement,
distributions to Certificateholders of all Series (other than the final
distribution in retirement of the Certificates) will be made by check mailed to
the address of the person entitled thereto (which in the case of Book-Entry
Certificates will be DTC) as it appears on the certificate register, except
that, with respect to any holder of a Certificate evidencing not less than a
certain minimum denomination set forth in the applicable Prospectus Supplement,
distributions will be made by wire transfer in immediately available funds,
provided that the Master Servicer or the Paying Agent acting on behalf of the
Master Servicer shall have been furnished with appropriate wiring instructions
not less than seven business days prior to the related Distribution Date. The
final distribution in retirement of Certificates will be made only upon
presentation and surrender of the Certificates at the office or agency
maintained by the Trustee or other entity for such purpose, as specified in the
final distribution notice to Certificateholders.

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Each Series of Certificates will represent ownership interests in the
related Trust Estate. An election may be made to treat the Trust Estate (or one
or more segregated pools of assets therein) with respect to a Series of
Certificates as a REMIC. If such an election is made, such Series will consist
of one or more Classes of Certificates that will represent "regular interests"
within the meaning of Code Section 860G(a)(1) (such Class or Classes
collectively referred to as the "Regular Certificates") and one Class or
Subclass of Certificates with respect to each REMIC that will be designated as
the "residual interest" within the meaning of Code Section 860G(a)(2) (the
"Residual Certificates") representing the right to receive distributions as
specified in the Prospectus Supplement for such Series. See "Certain Federal
Income Tax Consequences" herein.
The Seller may sell certain Classes or Subclasses of the Certificates of a
Series, including one or more Classes of Subordinated Certificates, in privately
negotiated transactions exempt from registration under the Securities Act.
Alternatively, if so specified in a Prospectus Supplement relating to such
Subordinated Certificates, the Seller may offer one or more Classes of the
Subordinated Certificates of a Series by means of this Prospectus and such
Prospectus Supplement.
DEFINITIVE FORM
Certificates of a Series that are issued in fully registered, certificated
form are referred to herein as "Definitive Certificates." Distributions of
principal of, and interest on, the Definitive Certificates will be made directly
to holders of Definitive Certificates in accordance with the procedures set
forth in the Pooling and Servicing Agreement. The Definitive Certificates of a
Series offered hereby and by means of the applicable Prospectus Supplements will
be transferable and exchangeable at the office or agency maintained by the
Trustee or such other entity for such purpose set forth in the applicable
Prospectus Supplement. No service charge will be made for any transfer or
exchange of Definitive Certificates, but the Trustee or such other entity may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection with such transfer or exchange.
In the event that an election is made to treat the Trust Estate (or one or
more segregated pools of assets therein) as a REMIC, the "residual interest"
thereof will be issued as a Definitive Certificate. No legal or beneficial
interest in all or any portion of any "residual interest" may be transferred
without the receipt by the transferor and the Trustee of an affidavit signed by
the transferee stating, among other things, that the transferee (i) is not a
disqualified organization within the meaning of Code Section 860E(e) or an agent
(including a broker, nominee, or middleman) thereof and (ii) understands that it
may incur tax liabilities in excess of any cash flows generated by the residual
interest. Further, the transferee must state in the affidavit that it (x)
historically has paid its debts as they have come due, (y) intends to pay its
debts as they come due in the future and (z) intends to pay taxes associated
with holding the residual interest as they become due. The transferor must
certify to the Trustee that, as of the time of the transfer, it has no actual
knowledge that any of the statements made in the transferee affidavit are false
and no reason to know that the statements made by the transferee pursuant to
clauses (x), (y) and (z) of the preceding sentence are false. See "Certain
Federal Income Tax Consequences -- Federal Income Tax Consequences for REMIC
Certificates -- Taxation of Residual Certificates -- Tax-Related Restrictions on
Transfer of Residual Certificates."
BOOK-ENTRY FORM
Each Class or Subclass of the Book-Entry Certificates of a Series initially
will be represented by one or more physical certificates registered in the name
of Cede & Co. ("Cede"), as nominee of DTC, which will be the "holder" or
"Certificateholder" of such Certificates, as such terms are used herein. No
person acquiring an interest in a Book-Entry Certificate (a "Beneficial Owner")
will be entitled to receive a Definitive Certificate representing such person's
interest in the Book-Entry Certificate, except as set forth below. Unless and
until Definitive Certificates are issued under the limited circumstances
described herein, all references to actions taken by Certificateholders or
holders shall, in the case of the Book-Entry Certificates, refer to actions
taken by DTC upon instructions from its DTC Participants, and all references
herein to distributions, notices, reports and statements to

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Certificateholders or holders shall, in the case of the Book-Entry Certificates,
refer to distributions, notices, reports and statements to DTC or Cede, as the
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with DTC procedures.
DTC is a limited purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities for its participating
organizations ("DTC Participants") and to facilitate the clearance and
settlement of securities transactions among DTC Participants through electronic
book-entries, thereby eliminating the need for physical movement of
certificates. DTC Participants include securities brokers and dealers (which may
include any underwriter identified in the Prospectus Supplement applicable to
any Series), banks, trust companies and clearing corporations. Indirect access
to the DTC system also is available to banks, brokers, dealers, trust companies
and other institutions that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly ("Indirect DTC
Participants").
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Book-Entry Certificates among DTC Participants on whose behalf it acts with
respect to the Book-Entry Certificates and to receive and transmit distributions
of principal of and interest on the Book-Entry Certificates. DTC Participants
and Indirect DTC Participants with which Beneficial Owners have accounts with
respect to the Book-Entry Certificates similarly are required to make book-entry
transfers and receive and transmit such payments on behalf of their respective
Beneficial Owners.
Beneficial Owners that are not DTC Participants or Indirect DTC Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Book-Entry Certificates may do so only through DTC Participants
and Indirect DTC Participants. In addition, Beneficial Owners will receive all
distributions of principal and interest from the Master Servicer, or a Paying
Agent on behalf of the Master Servicer, through DTC Participants. DTC will
forward such distributions to its DTC Participants, which thereafter will
forward them to Indirect DTC Participants or Beneficial Owners. Beneficial
Owners will not be recognized by the Trustee or the Master Servicer or any
paying agent as Certificateholders, as such term is used in the Pooling and
Servicing Agreement, and Beneficial Owners will be permitted to exercise the
rights of Certificateholders only indirectly through DTC and its DTC
Participants.
Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect DTC Participants and certain banks, the ability of a
Beneficial Owner to pledge Book-Entry Certificates to persons or entities that
do not participate in the DTC system, or to otherwise act with respect to such
Book-Entry Certificates, may be limited due to the lack of a physical
certificate for such Book-Entry Certificates. In addition, under a book-entry
format, Beneficial Owners may experience delays in their receipt of payments,
since distributions will be made by the Master Servicer, or a paying agent on
behalf of the Master Servicer, to Cede, as nominee for DTC.
DTC has advised the Seller that it will take any action permitted to be
taken by a Certificateholder under the Pooling and Servicing Agreement only at
the direction of one or more DTC Participants to whose accounts with DTC the
Book-Entry Certificates are credited. Additionally, DTC has advised the Seller
that it will take such actions with respect to specified Voting Interests only
at the direction of and on behalf of DTC Participants whose holdings of
Book-Entry Certificates evidence such specified Voting Interests. DTC may take
conflicting actions with respect to Voting Interests to the extent that DTC
Participants whose holdings of Book-Entry Certificates evidence such Voting
Interests authorize divergent action.
Neither the Seller, the Master Servicer nor the Trustee will have any
responsibility for any aspect of the records relating to or payments made on
account of beneficial ownership interests of the Book-Entry Certificates held by
Cede, as nominee for DTC, or for maintaining, supervising or reviewing any

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records relating to such beneficial ownership interests. In the event of the
insolvency of DTC, a DTC Participant or an Indirect DTC Participant in whose
name Book-Entry Certificates are registered, the ability of the Beneficial
Owners of such Book-Entry Certificates to obtain timely payment and, if the
limits of applicable insurance coverage by the Securities Investor Protection
Corporation are exceeded or if such coverage is otherwise unavailable, ultimate
payment, of amounts distributable with respect to such Book-Entry Certificates
may be impaired.
The Book-Entry Certificates will be converted to Definitive Certificates and
reissued to Beneficial Owners or their nominees, rather than to DTC or its
nominee, only if (i) the Trustee is advised in writing that DTC is no longer
willing or able to discharge properly its responsibilities as depository with
respect to the Book-Entry Certificates and the Trustee is unable to locate a
qualified successor, (ii) the Master Servicer, at its option, elects to
terminate the book-entry system through DTC or (iii) after the occurrence of a
dismissal or resignation of the Master Servicer under the Pooling and Servicing
Agreement, Beneficial Owners representing not less than 51% of the Voting
Interests of the outstanding Book-Entry Certificates advise the Trustee through
DTC, in writing, that the continuation of a book-entry system through DTC (or a
successor thereto) is no longer in the Beneficial Owners' best interest.
Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee will be required to notify all Beneficial Owners through
DTC Participants of the availability of Definitive Certificates. Upon surrender
by DTC of the physical certificates representing the Book-Entry Certificates and
receipt of instructions for re-registration, the Trustee will reissue the Book-
Entry Certificates as Definitive Certificates to Beneficial Owners. The
procedures relating to payment on and transfer of Certificates initially issued
as Definitive Certificates will thereafter apply to those Book-Entry
Certificates that have been reissued as Definitive Certificates.
DISTRIBUTIONS TO CERTIFICATEHOLDERS
GENERAL. On each Distribution Date, each holder of a Certificate of a Class
will be entitled to receive its Certificate's Percentage Interest of the portion
of the Pool Distribution Amount (as defined below) allocated to such Class. The
undivided percentage interest (the "Percentage Interest") represented by any
Certificate of a Subclass or any Class in distributions to such Subclass or
Class will be equal to the percentage obtained by dividing the initial principal
balance (or notional amount) of such Certificate by the aggregate initial
principal balance (or notional amount) of all Certificates of such Subclass or
Class, as the case may be.
In general, the funds available for distribution to Certificateholders of a
Series of Certificates with respect to each Distribution Date for such Series
(the "Pool Distribution Amount") will be the sum of all previously undistributed
payments or other receipts on account of principal (including principal
prepayments and Liquidation Proceeds, if any) and interest on or in respect of
the related Mortgage Loans received by the related Servicer after the Cut-Off
Date (except for amounts due on or prior to the Cut-Off Date), or received by
the related Servicer on or prior to the Cut-Off Date but due after the Cut-Off
Date, in either case received on or prior to the business day preceding the
Determination Date in the month in which such Distribution Date occurs, plus all
Periodic Advances with respect to payments due to be received on the Mortgage
Loans on the Due Date preceding such Distribution Date, but excluding the
following:
(a)
amounts received as late payments of principal or interest respecting
which one or more unreimbursed Periodic Advances has been made;
(b)
that portion of Liquidation Proceeds with respect to a Mortgage Loan
which represents any unreimbursed Periodic Advances;
(c)
those portions of each payment of interest on a particular Mortgage
Loan which represent (i) the Fixed Retained Yield, if any, (ii) the
applicable Servicing Fee, (iii) the applicable Master Servicing Fee, (iv)
the Trustee's fee and (v) any other amounts described in the applicable
Prospectus Supplement;

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(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 proceeds (including Liquidation Proceeds other than, in certain
cases as specified in the applicable Prospectus Supplement,
Liquidation Proceeds which were received prior to the related Servicer's
determination that no further recoveries on a defaulted Mortgage Loan will
be forthcoming ("Partial Liquidation Proceeds")) of any Mortgage Loans, or
property acquired in respect thereof, that were liquidated, foreclosed,
purchased or repurchased pursuant to the applicable Pooling and Servicing
Agreement, which proceeds were received on or after the Due Date occurring
in the month in which such Distribution Date occurs and all principal
prepayments in full, partial principal prepayments and Partial Liquidation
Proceeds received by the related Servicer on or after the Determination Date
(or, in certain cases as specified in the applicable Prospectus Supplement,
the Due Date) occurring in the month in which such Distribution Date occurs,
and all related payments of interest on such amounts;
(f)
that portion of Liquidation Proceeds which represents any unpaid
Servicing Fees, Master Servicing Fee or any Trustee Fee to which the
related Servicer, the Trustee or the Master Servicer, respectively, is
entitled and any unpaid Fixed Retained Yield;
(g)
if an election has been made to treat the applicable Trust Estate as
a REMIC, any Net Foreclosure Profits with respect to such
Distribution Date;
(h)
all amounts representing certain expenses reimbursable to the Master
Servicer or any Servicer and other amounts permitted to be withdrawn
by the Master Servicer from the Certificate Account, in each case pursuant
to the applicable Pooling and Servicing Agreement;
(i)
all amounts in the nature of late fees, assumption fees, prepayment
fees and similar fees and payments of interest related to principal
prepayments received on or after the first day of the month in which a
Distribution Date occurs and prior to the Determination Date in the month of
such Distribution Date which the related Servicer is entitled to retain
pursuant to the applicable Underlying Servicing Agreement;
(j)
reinvestment earnings on payments received in respect of the Mortgage
Loans; and
(k)
any recovery of an amount in respect of principal which had
previously been allocated as a realized loss to such Series of
Certificates.
The applicable Prospectus Supplement for a Series will describe any
variation in the calculation of the Pool Distribution Amount for such Series.
"Net Foreclosure Profits" with respect to a Distribution Date will be the
excess of (i) the portion of aggregate net Liquidation Proceeds which represents
the amount by which aggregate profits on Liquidated Loans with respect to which
net Liquidation Proceeds exceed the unpaid principal balance thereof plus
accrued interest thereon at the Mortgage Interest Rate over (ii) aggregate
realized losses on Liquidated Loans with respect to which net Liquidation
Proceeds are less than the unpaid principal balance thereof plus accrued
interest thereon at the Mortgage Interest Rate.
DISTRIBUTIONS OF INTEREST. With respect to each Series of Certificates,
interest on the related Mortgage Loans at the weighted average of the applicable
Net Mortgage Interest Rates thereof, will be passed through monthly to holders
of the related Classes of Certificates in the aggregate, in accordance with the
particular terms of each such Class of Certificates. The "Net Mortgage Interest
Rate" for each Mortgage Loan in a given period will equal the mortgage interest
rate for such Mortgage Loan in such period, as specified in the related mortgage
note (the "Mortgage Interest Rate"), less the portion thereof, if any, not
contained in the Trust Estate (the "Fixed Retained Yield"), and less amounts
payable to the Servicers for servicing the Mortgage Loan (the "Servicing Fee"),
the fee payable to the Master Servicer (the "Master Servicing Fee"), the fee
payable to the Trustee (the "Trustee Fee") and any related expenses specified in
the applicable Prospectus.

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Interest will accrue on the principal balance (or notional amount, as
described below) of each Class of Certificates entitled to interest at the
Pass-Through Rate for such Class indicated in the applicable Prospectus
Supplement (which may be a fixed rate or an adjustable rate) from the date and
for the periods specified in such Prospectus Supplement. To the extent the Pool
Distribution Amount is available therefor, interest accrued during each such
specified period on each Class of Certificates entitled to interest (other than
a Class that provides for interest that accrues, but is not currently payable,
referred to hereafter as "Accrual Certificates") will be distributable on the
Distribution Dates specified in the applicable Prospectus Supplement until the
principal balance (or notional amount) of such Class has been reduced to zero.
Distributions allocable to interest on each Certificate that is not entitled to
distributions allocable to principal will generally be calculated based on the
notional amount of such Certificate. The notional amount of a Certificate will
not evidence an interest in or entitlement to distributions allocable to
principal but will be solely for convenience in expressing the calculation of
interest and for certain other purposes.
With respect to any Class of Accrual Certificates, any interest that has
accrued but is not paid on a given Distribution Date will be added to the
principal balance of such Class of Certificates on that Distribution Date.
Distributions of interest on each Class of Accrual Certificates will commence
only after the occurrence of the events or the existence of the circumstance
specified in such Prospectus Supplement and, prior to such time, or in the
absence of such circumstances, the principal balance of such Class will increase
on each Distribution Date by the amount of interest that accrued on such Class
during the preceding interest accrual period but that was not required to be
distributed to such Class on such Distribution Date. Any such Class of Accrual
Certificates will thereafter accrue interest on its outstanding principal
balance as so adjusted.
DISTRIBUTIONS OF PRINCIPAL. The principal balance of any Class of
Certificates entitled to distributions of principal will generally be the
original principal balance of such Class specified in such Prospectus
Supplement, reduced by all distributions reported to the holders of such
Certificates as allocable to principal and any losses on the related Mortgage
Loans allocated to such Class of Certificates and (i) in the case of Accrual
Certificates, increased by all interest accrued but not then distributable on
such Accrual Certificates and (ii) in the case of a Series of Certificates
representing interests in a Trust Estate containing adjustable rate Mortgage
Loans, increased by any Deferred Interest allocable to such Class. The principal
balance of a Class or Subclass of Certificates generally represents the maximum
specified dollar amount (exclusive of (i) any interest that may accrue on such
Class or Subclass to which the holder thereof is entitled from the cash flow on
the related Mortgage Loans at such time) and will decline to the extent of
distributions in reduction of the principal balance of, and allocations of
losses to such Class or Subclass. Certificates with no principal balance will
not receive distributions in respect of principal. The applicable Prospectus
Supplement will specify the method by which the amount of principal to be
distributed on the Certificates on each Distribution Date will be calculated and
the manner in which such amount will be allocated among the Classes of
Certificates entitled to distributions of principal.
If so provided in the applicable Prospectus Supplement, one or more Classes
of Senior Certificates will be entitled to receive all or a disproportionate
percentage of the payments of principal that are received from borrowers in
advance of their scheduled due dates and are not accompanied by amounts
representing scheduled interest due after the months of such payments or of
other unscheduled principal receipts or recoveries in the percentages and under
the circumstances or for the periods specified in such Prospectus Supplement.
Any such allocation of principal prepayments or other unscheduled receipts or
recoveries in respect of principal to such Class or Classes of Senior
Certificates will have the effect of accelerating the amortization of such
Senior Certificates while increasing the interests evidenced by the Subordinated
Certificates in the Trust Estate. Increasing the interests of the Subordinated
Certificates relative to that of the Senior Certificates is intended to preserve
the availability of the subordination provided by the Subordinated Certificates.

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If specified in the applicable Prospectus Supplement, the rights of the
holders of the Subordinated Certificates of a Series of Certificates for which
credit enhancement is provided through subordination to receive distributions
with respect to the Mortgage Loans in the related Trust Estate will be
subordinated to such rights of the holders of the Senior Certificates of the
same Series to the extent described below, except as otherwise set forth in such
Prospectus Supplement. This subordination is intended to enhance the likelihood
of regular receipt by holders of Senior Certificates of the full amount of
scheduled monthly payments of principal and interest due them and to provide
limited protection to the holders of the Senior Certificates against losses due
to mortgagor defaults.
The protection afforded to the holders of Senior Certificates of a Series of
Certificates for which credit enhancement is provided through subordination by
the subordination feature described above will be effected by (i) the
preferential right of such holders to receive, prior to any distribution being
made in respect of the related Subordinated Certificates on each Distribution
Date, current distributions on the related Mortgage Loans of principal and
interest due them on each Distribution Date out of the funds available for
distribution on such date in the related Certificate Account, (ii) by the right
of such holders to receive future distributions on the Mortgage Loans that would
otherwise have been payable to the holders of Subordinated Certificates and/or
(iii) by the prior allocation to the Subordinated Certificates of all or a
portion of losses realized on the related Mortgage Loans.
Losses realized on liquidated Mortgage Loans (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses as described
below) will be allocated to the holders of Subordinated Certificates through a
reduction of the amount of principal payments on the Mortgage Loans to which
such holders are entitled before any corresponding reduction is made in respect
of the Senior Certificate.
A "Special Hazard Loss" is a loss on a liquidated Mortgage Loan occurring as
a result of a hazard not insured against under a standard hazard insurance
policy of the type described herein under "The Trust Estates -- Mortgage Loans
- -- Insurance Policies." A "Fraud Loss" is a loss on a liquidated Mortgage Loan
as to which there was fraud in the origination of such Mortgage Loan. A
"Bankruptcy Loss" is a loss on a liquidated Mortgage Loan attributable to
certain actions which may be taken by a bankruptcy court in connection with a
Mortgage Loan, including a reduction by a bankruptcy court of the principal
balance of or the interest rate on a Mortgage Loan or an extension of its
maturity. Special Hazard Losses in excess of the amount specified in the
applicable Prospectus Supplement (the "Special Hazard Loss Amount") are "Excess
Special Hazard Losses." Fraud Losses in excess of the amount specified in the
applicable Prospectus Supplement (the "Fraud Loss Amount") are "Excess Fraud
Losses." Bankruptcy losses in excess of the amount specified in the applicable
Prospectus Supplement (the "Bankruptcy Loss Amount") are "Excess Bankruptcy
Losses." Any Excess Special Hazard Losses, Excess Fraud Losses or Excess
Bankruptcy Losses with respect to a Series will be allocated on a pro rata basis
among the related Classes of Senior and Subordinated Certificates. An allocation
of a loss on a "pro rata basis" among two or more Classes of Certificates means
an allocation on a pro rata basis to each such Class of Certificates on the
basis of their then-outstanding principal balances in the case of the principal
portion of a loss or based on the accrued interest thereon in the case of an
interest portion of a loss.
Since the amounts of the Special Hazard Loss Amount, Fraud Loss Amount and
Bankruptcy Loss Amount for a Series of Certificates are each expected to be less
than the amount of principal payments on the Mortgage Loans to which the holders
of the Subordinated Certificates of such Series are initially entitled (such
amount being subject to reduction, as described above, as a result of allocation
of losses on liquidated Mortgage Loans that are not Special Hazard Losses, Fraud
Losses or Bankruptcy Losses), the holders of Subordinated Certificates of such
Series will bear the risk of Special Hazard Losses, Fraud Losses and Bankruptcy
Losses to a lesser extent than they will bear other losses on liquidated
Mortgage Loans.
Although the subordination feature described above is intended to enhance
the likelihood of timely payment of principal and interest to the holders of
Senior Certificates, shortfalls could result in

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certain circumstances. For example, a shortfall in the payment of principal
otherwise due the holders of Senior Certificates could occur if losses realized
on the Mortgage Loans in a Trust Estate were exceptionally high and were
concentrated in a particular month.
The holders of Subordinated Certificates will not be required to refund any
amounts previously properly distributed to them, regardless of whether there are
sufficient funds on a subsequent Distribution Date to make a full distribution
to holders of each Class of Senior Certificates of the same Series.
OTHER CREDIT ENHANCEMENT
In addition to, or in substitution for, the subordination discussed above,
credit enhancement may be provided with respect to any Series of Certificates in
any other manner which may be described in the applicable Prospectus Supplement,
including, but not limited to, credit enhancement through an alternative form of
subordination and/or one or more of the methods described below.
LIMITED GUARANTEE
If so specified in the Prospectus Supplement with respect to a Series of
Certificates, credit enhancement may be provided in the form of a limited
guarantee issued by a guarantor named therein.
FINANCIAL GUARANTY INSURANCE POLICY OR SURETY BOND
If so specified in the Prospectus Supplement with respect to a Series of
Certificates credit enhancement may be provided in the form of a financial
guaranty insurance policy or a surety bond issued by an insurer named therein.
LETTER OF CREDIT
Alternative credit support with respect to a Series of Certificates may be
provided by the issuance of a letter of credit by the bank or financial
institution specified in the applicable Prospectus Supplement. The coverage,
amount and frequency of any reduction in coverage provided by a letter of credit
issued with respect to a Series of Certificates will be set forth in the
Prospectus Supplement relating to such Series.
POOL INSURANCE POLICIES
If so specified in the Prospectus Supplement relating to a Series of
Certificates, the Seller will obtain a pool insurance policy for the Mortgage
Loans in the related Trust Estate. The pool insurance policy will cover any loss
(subject to the limitations described in the applicable Prospectus Supplement)
by reason of default to the extent a related Mortgage Loan is not covered by any
primary mortgage insurance policy. The amount and principal terms of any such
coverage will be set forth in the Prospectus Supplement.
SPECIAL HAZARD INSURANCE POLICIES
If so specified in the applicable Prospectus Supplement, for each Series of
Certificates as to which a pool insurance policy is provided, the Seller will
also obtain a special hazard insurance policy for the related Trust Estate in
the amount set forth in such Prospectus Supplement. The special hazard insurance
policy will, subject to the limitations described in the applicable Prospectus
Supplement, protect against loss by reason of damage to Mortgaged Properties
caused by certain hazards not insured against under the standard form of hazard
insurance policy for the respective states in which the Mortgaged Properties are
located. The amount and principal terms of any such coverage will be set forth
in the Prospectus Supplement.
MORTGAGOR BANKRUPTCY BOND
If so specified in the applicable Prospectus Supplement, losses resulting
from a bankruptcy proceeding relating to a mortgagor affecting the Mortgage
Loans in a Trust Estate with respect to a Series of Certificates will be covered
under a mortgagor bankruptcy bond (or any other instrument that will not result
in a downgrading of the rating of the Certificates of a Series by the Rating
Agency

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or Rating Agencies that rated such Series). Any mortgagor bankruptcy bond or
such other instrument will provide for coverage in an amount meeting the
criteria of the Rating Agency or Rating Agencies rating the Certificates of the
related Series, which amount will be set forth in the applicable Prospectus
Supplement. The amount and principal terms of any such coverage will be set
forth in the Prospectus Supplement.
RESERVE FUND
If so specified in the applicable Prospectus Supplement, credit enhancement
with respect to a Series of Certificates may be provided by the establishment of
one or more reserve funds (each, a "Reserve Fund") for such Series.
The Reserve Fund for a Series may be funded (i) by the deposit therein of
cash, U.S. Treasury securities or instruments evidencing ownership of principal
or interest payments thereon, letters of credit, demand notes, certificates of
deposit or a combination thereof in the aggregate amount specified in the
applicable Prospectus Supplement, (ii) by the deposit therein from time to time
of certain amounts, as specified in the applicable Prospectus Supplement, to
which the certain Classes of Certificates would otherwise be entitled or (iii)
in such other manner as may be specified in the applicable Prospectus
Supplement.
CROSS SUPPORT
If specified in the applicable Prospectus Supplement, the beneficial
ownership of separate groups of Mortgage Loans included in a Trust Estate may be
evidenced by separate Classes of Certificates. In such case, credit support may
be provided by a cross support feature which requires that distributions be made
with respect to certain Classes from mortgage loan payments that would otherwise
be distributed to Subordinated Certificates evidencing a beneficial ownership
interest in other loan groups within the same Trust Estate. The applicable
Prospectus Supplement for a Series that includes a cross support feature will
describe the specific operation of any such cross support feature.
OVERCOLLATERALIZATION
If specified in the applicable Prospectus Supplement, credit enhancement
with respect to a Series of Certificates may be provided through
"overcollateralization." Overcollateralization can occur by the initial deposit
to the Trust Estate of Mortgage Loans which have an outstanding principal
balance that exceeds the initial principal balance of the Certificates.
Overcollateralization can also occur when interest collections on the Mortgage
Loans (less any Fixed Retained Yield, Master Servicing Fee and Servicing Fee)
exceed interest payments on the Certificates for the related Distribution Date
and such excess interest is applied as principal payments on the Certificates
thereby reducing the principal balance of the Certificates relative to the
outstanding principal balance of the Mortgage Loans.
PREPAYMENT AND YIELD CONSIDERATIONS
PASS-THROUGH RATES
Any Class of Certificates of a Series may have a fixed Pass-Through Rate, or
a Pass-Through Rate which varies based on changes in an index or based on
changes with respect to the underlying Mortgage Loans (such as, for example,
varying on the basis of changes in the weighted average Net Mortgage Interest
Rate of the underlying Mortgage Loans).
The Prospectus Supplement for each Series will specify the range and the
weighted average of the Mortgage Interest Rates and, if applicable, Net Mortgage
Interest Rates for the Mortgage Loans underlying such Series as of the Cut-Off
Date. If the Trust Estate includes adjustable-rate Mortgage Loans or includes
Mortgage Loans with different Net Mortgage Interest Rates, the weighted average
Net Mortgage Interest Rate may vary from time to time as set forth below. See
"The Trust Estates." The Prospectus Supplement for a Series will also specify
the initial weighted average Pass-Through Rate for each Class of Certificates of
such Series and will specify whether each such Pass-Through Rate is fixed or is
variable.

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The Net Mortgage Interest Rate for any adjustable-rate Mortgage Loan will
change with any changes in the index specified in the applicable Prospectus
Supplement on which such Mortgage Interest Rate adjustments are based, subject
to any applicable periodic or aggregate caps or floors on the related Mortgage
Interest Rate. The weighted average Net Mortgage Interest Rate with respect to
any Series may vary due to changes in the Net Mortgage Interest Rates of
adjustable-rate Mortgage Loans, to the timing of the Mortgage Interest Rate
readjustments of such Mortgage Loans and to different rates of payment of
principal of fixed or adjustable-rate Mortgage Loans bearing different Mortgage
Interest Rates.
EFFECTS OF DEFAULTS
The rate of defaults on the Mortgage Loans will also affect the rate and
timing of principal payments on the Mortgage Loans. In general, defaults on
mortgage loans are expected to occur with greater frequency in their early
years. The rate of default on Mortgage Loans that are secured by non-owner
occupied properties, Mortgage Loans with higher Loan-to-Value Ratios and
Mortgage Loans made to borrowers with higher debt-to-income ratios or borrowers
approved under a "No Ratio" program, may be higher than for other types of
Mortgage Loans. As a result of the Mortgage Loans being originated using
"alternative" underwriting standards that, in certain respects, may be less
stringent than the "general" standards applied by Norwest Mortgage, the Mortgage
Loans may experience rates of delinquency, foreclosure, bankruptcy and loss that
are higher than those experienced by mortgage loans that satisfy the standards
generally applied by Norwest Mortgage.
SCHEDULED DELAYS IN DISTRIBUTIONS
At the date of initial issuance of the Certificates of each Series offered
hereby, the initial purchasers of a Class of Certificates may be required to pay
accrued interest at the applicable Pass-Through Rate for such Class from the
Cut-Off Date for such Series to, but not including, the date of issuance. The
effective yield to Certificateholders will be below the yield otherwise produced
by the applicable Pass-Through Rate because the distribution of principal and
interest which is due on each Due Date will not be made until the 25th day (or
if such 25th day is not a business day, the business day immediately following
such 25th day) of the month in which such Due Date occurs (or until such other
Distribution Date specified in the applicable Prospectus Supplement).
EFFECT OF PRINCIPAL PREPAYMENTS
When a Mortgage Loan is prepaid in full, the mortgagor pays interest on the
amount prepaid only to the date of prepayment and not thereafter. Liquidation
Proceeds (as defined herein) and amounts received in settlement of insurance
claims are also likely to include interest only to the time of payment or
settlement. When a Mortgage Loan is prepaid in full or in part, an interest
shortfall may result depending on the timing of the receipt of the prepayment
and the timing of when those prepayments are passed through to
Certificateholders. To partially mitigate this reduction in yield, the
Underlying Servicing Agreements relating to a Series may provide, to the extent
specified in the applicable Prospectus Supplement, that with respect to certain
principal prepayments received on or, the Master Servicer will be obligated, on
or before each Distribution Date, to pay an amount equal to the lesser of (i)
the aggregate interest shortfall with respect to such Distribution Date
resulting from principal prepayments in full by mortgagors and (ii) the portion
of the Master Servicer's master servicing compensation for such Distribution
Date specified in the applicable Prospectus Supplement. No comparable interest
shortfall coverage will be provided by the Master Servicer with respect to
liquidations of any Mortgage Loans or partial principal payments. Any interest
shortfall arising from prepayments not so covered or from liquidations will be
covered by means of the subordination of the rights of Subordinated
Certificateholders or any other credit support arrangements.
A lower rate of principal prepayments than anticipated would negatively
affect the total return to investors in any Certificates of a Series that are
offered at a discount to their principal amount and a higher rate of principal
prepayments than anticipated would negatively affect the total return to
investors in the Certificates of a Series that are offered at a premium to their
principal amount. The

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yield on Certificates that are entitled solely or disproportionately to
distributions of principal or interest may be particularly sensitive to
prepayment rates, and further information with respect to yield on such
Certificates will be included in the applicable Prospectus Supplement.
WEIGHTED AVERAGE LIFE OF CERTIFICATES
The Mortgage Loans may be prepaid in full or in part at any time. Mortgage
Loan generally will not provide for a prepayment penalty but may so provide if
indicated in the related Prospectus Supplement. Fixed rate Mortgage Loans
generally will contain due-on-sale clauses permitting the mortgagee to
accelerate the maturities of the Mortgage Loans upon conveyance of the related
Mortgaged Properties, and adjustable-rate Mortgage Loans generally will permit
creditworthy borrowers to assume the then-outstanding indebtedness on the
Mortgage Loans.
Prepayments on Mortgage Loans are commonly measured relative to a prepayment
standard or model. The Prospectus Supplement for each Series of Certificates may
describe one or more such prepayment standards or models and contain tables
setting forth the weighted average life of each Class and the percentage of the
original aggregate principal balance of each Class that would be outstanding on
specified Distribution Dates for such Series and the projected yields to
maturity on certain Classes thereof, in each case based on the assumptions
stated in such Prospectus Supplement, including assumptions that prepayments on
the Mortgage Loans are made at rates corresponding to various percentages of the
prepayment standard or model specified in such Prospectus Supplement.
There is no assurance that prepayment of the Mortgage Loans underlying a
Series of Certificates will conform to any level of the prepayment standard or
model specified in the applicable Prospectus Supplement. A number of factors,
including but not limited to homeowner mobility, economic conditions, natural
disasters, changes in mortgagors' housing needs, job transfers, unemployment or,
in the case of borrowers relying on commission income and self-employed
borrowers, significant fluctuations in income or adverse economic conditions,
mortgagors' net equity in the properties securing the mortgages, including the
use of second or "home equity" mortgage loans by mortgagors or the use of the
properties as second or vacation homes, servicing decisions, enforceability of
due-on-sale clauses, mortgage market interest rates, mortgage recording taxes,
competition among mortgage loan originators resulting in reduced refinancing
costs, reduction in documentation requirements and willingness to accept higher
loan-to-value ratios, and the availability of mortgage funds, may affect
prepayment experience. In general, however, if prevailing interest rates fall
below the Mortgage Interest Rates borne by the Mortgage Loans underlying a
Series of Certificates, the prepayment rates of such Mortgage Loans are likely
to be higher than if prevailing rates remain at or above the rates borne by such
Mortgage Loans. Conversely, if prevailing interest rates rise above the Mortgage
Interest Rates borne by the Mortgage Loans, the Mortgage Loans are likely to
experience a lower prepayment rate than if prevailing rates remain at or below
such Mortgage Interest Rates. However, there can be no assurance that
prepayments will rise or fall according to such changes in interest rates. It
should be noted that Certificates of a Series may evidence an interest in a
Trust Estate with different Mortgage Interest Rates. Accordingly, the prepayment
experience of such Certificates will to some extent be a function of the mix of
interest rates of the Mortgage Loans. In addition, the terms of the Underlying
Servicing Agreements will require the related Servicer to enforce any
due-on-sale clause to the extent it has knowledge of the conveyance or the
proposed conveyance of the underlying Mortgaged Property; provided, however,
that any enforcement action that the Servicer determines would jeopardize any
recovery under any related primary mortgage insurance policy will not be
required and provided, further, that the Servicer may permit the assumption of
defaulted Mortgage Loans. See "Servicing of the Mortgage Loans -- Enforcement of
Due-on-Sale Clauses; Realization Upon Defaulted Mortgage Loans" and "Certain
Legal Aspects of the Mortgage Loans -- Due-On-Sale Clauses" for a description of
certain provisions of each Pooling and Servicing Agreement and certain legal
developments that may affect the prepayment experience on the Mortgage Loans.
At the request of the mortgagor, a Servicer, including Norwest Mortgage, may
allow the refinancing of a Mortgage Loan in any Trust Estate serviced by such
Servicer by accepting prepayments

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thereon and permitting a new loan secured by a Mortgage on the same property.
Upon such refinancing, the new loan will not be included in the Trust Estate. A
mortgagor may be legally entitled to require the Servicer to allow such a
refinancing. Any such refinancing will have the same effect as a prepayment in
full of the related Mortgage Loan. In this regard a Servicer may, from time to
time, implement programs designed to encourage refinancing through such
Servicer, including but not limited to general or targeted solicitations, or the
offering of pre-approved applications, reduced origination fees or closing
costs, or other financial incentives. A Servicer may also encourage refinancing
of defaulted Mortgage Loans, including Mortgage Loans that would permit
creditworthy borrowers to assume the outstanding indebtedness.
The Seller will be obligated, under certain circumstances, to repurchase
certain of the Mortgage Loans. In addition, if specified in the applicable
Prospectus Supplement, the Pooling and Servicing Agreement will permit, but not
require, the Seller, and the terms of certain insurance policies relating to the
Mortgage Loans may permit the applicable insurer, to purchase any Mortgage Loan
which is in default or as to which default is reasonably foreseeable. The
proceeds of any such purchase or repurchase will be deposited in the related
Certificate Account and such purchase or repurchase will have the same effect as
a prepayment in full of the related Mortgage Loan. See "The Pooling and
Servicing Agreement -- Assignment of Mortgage Loans to the Trustee" and " --
Optional Purchases." In addition, if so specified in the applicable Prospectus
Supplement, the Seller or another person identified therein will have the option
to purchase all, but not less than all, of the Mortgage Loans in any Trust
Estate under the limited conditions specified in such Prospectus Supplement. For
any Series of Certificates for which an election has been made to treat the
Trust Estate (or one or more segregated pools of assets therein) as a REMIC, any
such purchase or repurchase may be effected only pursuant to a "qualified
liquidation," as defined in Code Section 860F(a)(4)(A). See "The Pooling and
Servicing Agreement -- Termination; Optional Purchase of Mortgage Loans."
SERVICING OF THE MORTGAGE LOANS
The following is a summary of certain provisions of the forms of the
Underlying Servicing Agreement and the Pooling and Servicing Agreement that have
been filed as exhibits to the Registration Statement of which this Prospectus
forms a part. The summaries do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the Pooling and Servicing Agreement and Underlying Servicing Agreements for each
Series of Certificates and the applicable Prospectus Supplement.
THE MASTER SERVICER
The Master Servicer with respect to each Series of Certificates will be
Norwest Bank. See "Norwest Bank" above. The Master Servicer generally will (a)
be responsible under each Pooling and Servicing Agreement for providing general
administrative services for the Trust Estate for any such Series, including,
among other things, (i) for administering and supervising the performance by the
Servicers of their duties and responsibilities under the Underlying Servicing
Agreements, (ii) oversight of payments received on Mortgage Loans, (iii)
monitoring the amounts on deposit in various trust accounts, (iv) calculation of
the amounts payable to Certificateholders on each Distribution Date, (v)
preparation of periodic reports to the Trustee or the Certificateholders with
respect to the foregoing matters, (vi) preparation of federal and applicable
state and local tax and information returns; (vii) preparation of reports, if
any, required under the Securities and Exchange Act of 1934, as amended and
(viii) performing certain of the servicing obligations of a terminated Servicer
as described below under "-- The Servicers"; (b) maintain any mortgage pool
insurance policy, mortgagor bankruptcy bond, special hazard insurance policy or
other form of credit support that may be required with respect to any Series and
(c) make advances of delinquent payments of principal and interest on the
Mortgage Loans to the limited extent described herein under the heading
"Servicing of Mortgage Loans -- Periodic Advances and Limitations Thereon," if
such amounts are not advanced by a Servicer (other than Norwest Mortgage). The
Master Servicer will also perform additional duties as

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described in the applicable Pooling and Servicing Agreement. The Master Servicer
will be entitled to receive a portion of the interest payments on the Mortgage
Loans included in the Trust Estate for such a Series to cover its fees as Master
Servicer. The Master Servicer may subcontract with Norwest Mortgage or any other
entity the obligations of the Master Servicer under any Pooling and Servicing
Agreement. The Master Servicer will remain primarily liable for any such
contractor's performance in accordance with the applicable Pooling and Servicing
Agreement. The Master Servicer may be released from its obligations in certain
circumstances. See "Certain Matters Regarding the Master Servicer."
The Master Servicer will generally be required to pay all expenses incurred
in connection with the administration of the Trust Estate, including, without
limitation, fees or other amounts payable pursuant to any applicable agreement
for the provision of credit enhancement for such Series, the fees and
disbursements of the Trustee and any custodian, fees due to the independent
accountants and expenses incurred in connection with distributions and reports
to Certificateholders. Certain of these expenses may be reimbursable to the
Master Servicer pursuant to the terms of the applicable Pooling and Servicing
Agreement.
THE SERVICERS
For each Series, Norwest Mortgage and, if specified in the applicable
Prospectus Supplement, one or more other Servicers will provide certain
customary servicing functions with respect to Mortgage Loans pursuant to
separate servicing agreements ("Underlying Servicing Agreements") with the
Seller or an affiliate thereof. The rights of the Seller or such affiliate under
the applicable Underlying Servicing Agreements in respect of the Mortgage Loans
included in the Trust Estate for any such Series will be assigned (directly or
indirectly) to the Trustee for such Series. The Servicers may be entitled to
withhold their Servicing Fees and certain other fees and charges from
remittances of payments received on Mortgage Loans serviced by them.
Each Servicer generally will be approved by FNMA or FHLMC as a servicer of
mortgage loans and must be approved by the Master Servicer. In determining
whether to approve a Servicer, the Master Servicer will review the credit of the
Servicer, including capitalization ratios, liquidity, profitability and other
similar items that indicate financial ability to perform its obligations. In
addition, the Master Servicer's mortgage servicing personnel will review the
Servicer's servicing record and evaluate the ability of the Servicer to conform
with required servicing procedures. Once a Servicer is approved, the Master
Servicer will continue to monitor on an annual basis the financial position and
servicing performance of the Servicer.
The duties to be performed by each Servicer include collection and
remittance of principal and interest payments on the Mortgage Loans,
administration of mortgage escrow accounts, collection of insurance claims,
foreclosure procedures, and, if necessary, the advance of funds to the extent
certain payments are not made by the mortgagor and have not been determined by
the Servicer to be not recoverable under the applicable insurance policies with
respect to such Series, from proceeds of liquidation of such Mortgage Loans or
otherwise. Each Servicer also will provide such accounting and reporting
services as are necessary to enable the Master Servicer to provide required
information to the Trustee with respect to the Mortgage Loans included in the
Trust Estate for such Series. Each Servicer is entitled to a periodic Servicing
Fee equal to a specified percentage of the outstanding principal balance of each
Mortgage Loan serviced by such Servicer. With the consent of the Master
Servicer, any of the servicing obligations of a Servicer may be delegated to
another person approved by the Master Servicer. In addition, certain limited
duties of a Servicer may be delegated without consent.
The Trustee, or if so provided in the applicable Servicing Agreement, the
Master Servicer, may terminate a Servicer who has failed to comply with its
covenants or breached one of its representations contained in the Underlying
Servicing Agreement or in certain other circumstances. Upon termination of a
Servicer by the Master Servicer, the Master Servicer will assume certain
servicing obligations of the terminated Servicer, or, at its option, may appoint
a substitute Servicer acceptable to the Trustee (which substitute Servicer may
be Norwest Mortgage) to assume the servicing obligations

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of the terminated Servicer. The Master Servicer's obligations to act as a
servicer following the termination of an Underlying Servicing Agreement will
not, however, require the Master Servicer to (i) purchase a Mortgage Loan from
the Trust Estate due to a breach by such Servicer of a representation or
warranty in respect of such Mortgage Loan or (ii) with respect to a default by
Norwest Mortgage as Servicer, advance payments of principal and interest on a
delinquent Mortgage Loan.
PAYMENTS ON MORTGAGE LOANS
The Master Servicer will, as to each Series of Certificates, establish and
maintain a separate trust account in the name of the Trustee (the "Certificate
Account"). Such account may be established at Norwest Bank or an affiliate
thereof. Each such account must be maintained with a depository institution
("Depository") either (i) 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) are, at the time of
any deposit therein rated in at least one of the two highest rating categories
by each nationally recognized statistical rating organization that rated the
related Series of Certificates, or (ii) that is otherwise acceptable to the
Rating Agency or Rating Agencies rating the Certificates of such Series and, if
a REMIC election has been made, that would not cause the related Trust Estate
(or one or more segregated pools of assets therein) to fail to qualify as a
REMIC. To the extent that the portion of funds deposited in the Certificate
Account at any time exceeds the limit of insurance coverage established by the
Federal Deposit Insurance Corporation (the "FDIC"), such excess will be subject
to loss in the event of the failure of the Depository. Such insurance coverage
will be based on the number of holders of Certificates, rather than the number
of underlying mortgagors. Holders of the Subordinated Certificates of a Series
will bear any such loss up to the amount of principal payments on the related
Mortgage Loans to which such holders are entitled.
Pursuant to the applicable Underlying Servicing Agreements with respect to a
Series, each Servicer will be required to establish and maintain one or more
accounts (collectively, the "Servicer Custodial Account") into which the
Servicer will be required to deposit on a daily basis amounts received with
respect to Mortgage Loans serviced by such Servicer included in the Trust Estate
for such Series, as more fully described below. Each Servicer Custodial Account
must be a separate custodial account insured to the available limits by the FDIC
and limited to funds held with respect to a particular Series, unless the
Underlying Servicing Agreement specifies that a Servicer may establish an
account which is an eligible account meeting the requirements of the applicable
Rating Agencies (an "Eligible Custodial Account") to serve as a unitary Servicer
Custodial Account both for such Series and for other Series of Certificates for
which Norwest Bank is the Master Servicer and having the same financial
institution acting as Trustee and to be maintained in the name of such financial
institution, in its respective capacities as Trustee for each such Series.
Each Servicer will be required to deposit in the Certificate Account for
each Series of Certificates on the date the Certificates are issued any amounts
representing scheduled payments of principal and interest on the Mortgage Loans
serviced by such Servicer due after the applicable Cut-Off Date but received on
or prior thereto, and except as specified in the applicable Pooling and
Servicing Agreement or Underlying Servicing Agreement, will deposit in the
Servicer Custodial Account on receipt and, thereafter, not later than the 24th
calendar day of each month or such earlier day as may be specified in the
Underlying Servicing Agreement (the "Remittance Date"), will remit to the Master
Servicer for deposit in the Certificate Account, the following payments and
collections received or made by such Servicer with respect to the Mortgage Loans
serviced by such Servicer subsequent to the applicable Cut-Off Date (other than
(x) payments due on or before the Cut-Off Date and (y) amounts held for future
distribution):
(i)
all payments on account of principal, including prepayments, and
interest;
(ii)
all amounts received by the Servicer 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 defaulted Mortgage Loans received from the
mortgagor other than amounts required to be paid to the mortgagor pursuant
to the terms of the

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applicable Mortgage Loan or otherwise pursuant to law ("Liquidation
Proceeds") less, to the extent permitted under the applicable Underlying
Servicing Agreement, the amount of any expenses incurred in connection with
the liquidation of such Mortgage Loans;
(iii)
all proceeds received by the Servicer under any title, hazard or
other insurance policy covering any such Mortgage Loan, other than
proceeds to be applied to the restoration or repair of the property subject
to the related Mortgage or released to the mortgagor in accordance with the
Underlying Servicing Agreement;
(iv)
all Periodic Advances made by the Servicer;
(v)
all amounts withdrawn from Buy-Down Funds or Subsidy Funds, if any,
with respect to such Mortgage Loans, in accordance with the terms of
the respective agreements applicable thereto;
(vi)
all proceeds of any such Mortgage Loans or property acquired in
respect thereof purchased or repurchased pursuant to the Pooling and
Servicing Agreement or the Underlying Servicing Agreement; and
(vii)
all other amounts required to be deposited therein pursuant to the
applicable Pooling and Servicing Agreement or the Underlying
Servicing Agreement.
Notwithstanding the foregoing, if at any time the sums in (x) any Servicer
Custodial Account, other than any Eligible Custodial Account, exceed $100,000 or
(y) any such Servicer Custodial Account, in certain circumstances, exceed such
amount less than $100,000 as shall have been specified by the Master Servicer,
the Servicer will be required within one business day to withdraw such excess
funds from such account and remit such amounts to the Certificate Account.
Notwithstanding the foregoing, each Servicer will be entitled, at its
election, either (a) to withhold and pay itself the applicable Servicing Fee
from any payment or other recovery on account of interest as received and prior
to deposit in the Servicer Custodial Account or (b) to withdraw from the
Servicer Custodial Account the applicable Servicing Fee after the entire payment
or recovery has been deposited in such account.
The Master Servicer or Trustee will deposit in the Certificate Account any
Periodic Advances made by the Master Servicer or Trustee in the event of a
Servicer default not later than the Distribution Date on which such amounts are
required to be distributed. All other amounts will be deposited in the
Certificate Account not later than the business day next following the day of
receipt and posting by the Master Servicer. On or before each Distribution Date,
the Master Servicer will withdraw from the Certificate Account and remit to the
Trustee for distribution to Certificateholders all amounts allocable to the Pool
Distribution Amount for such Distribution Date.
If a Servicer, the Master Servicer or the Trustee deposits in the
Certificate Account for a Series any amount not required to be deposited
therein, the Master Servicer may at any time withdraw such amount from such
account for itself or for remittance to such Servicer or the Trustee, as
applicable. Funds on deposit in the Certificate Account may be invested in
certain investments acceptable to the Rating Agencies ("Eligible Investments")
maturing in general not later than the business day preceding the next
Distribution Date. In the event that an election has been made to treat the
Trust Estate (or one or more segregated pools of assets therein) with respect to
a Series as a REMIC, 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 (or segregated pool of assets) to be subject to the
tax on "prohibited transactions" imposed by Code Section 860F(a)(1), otherwise
subject the Trust Estate (or segregated pool of assets) to tax, or cause the
Trust Estate (or any segregated pool of assets) to fail to qualify as a REMIC
while any Certificates of the Series are outstanding. Except as otherwise
specified in the applicable Prospectus Supplement, all income and gain realized
from any such investment will

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be for the account of the Master Servicer as additional compensation and all
losses from any such investment will be deposited by the Master Servicer out of
its own funds to the Certificate Account immediately as realized.
The Master Servicer is permitted, from time to time, to make withdrawals
from the Certificate Account for the following purposes, to the extent permitted
in the applicable Pooling and Servicing Agreement (and, in the case of Servicer
reimbursements by the Master Servicer, only to the extent funds in the
respective Servicer Custodial Account are not sufficient therefor):
(i)
to reimburse the Master Servicer, the Trustee or any Servicer for
Advances;
(ii)
to reimburse any Servicer for liquidation expenses and for amounts
expended by itself or any Servicer, as applicable, in connection with
the restoration of damaged property;
(iii)
to pay to itself the applicable Master Servicing Fee and any other
amounts constituting additional master servicing compensation, to pay
the Trustee the applicable Trustee Fee, to pay any other fees described in
the applicable Prospectus Supplement; and to pay to the owner thereof any
Fixed Retained Yield;
(iv)
to reimburse itself or any Servicer for certain expenses (including
taxes paid on behalf of the Trust Estate) incurred by and recoverable
by or reimbursable to itself or the Servicer, as applicable;
(v)
to pay to the Seller, a Servicer or itself with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased by the Seller or purchased by a Servicer or the Master Servicer
all amounts received thereon and not distributed as of the date as of which
the purchase price of such Mortgage Loan was determined;
(vi)
to pay to itself any interest earned on or investment income earned
with respect to funds in the Certificate Account (all such interest
or income to be withdrawn not later than the next Distribution Date);
(vii)
to pay to itself, the Servicer and the Trustee from net Liquidation
Proceeds allocable to interest, the amount of any unpaid Master
Servicing Fee, Servicing Fees or Trustee Fees and any unpaid assumption
fees, late payment charges or other mortgagor charges on the related
Mortgage Loan;
(viii)
to withdraw from the Certificate Account any amount deposited in such
account that was not required to be deposited therein; and
(ix)
to clear and terminate the Certificate Account.
The Master Servicer will be authorized to appoint a paying agent (the
"Paying Agent") to make distributions, as agent for the Master Servicer, to
Certificateholders of a Series. If the Paying Agent for a Series is the Trustee
of such Series, such Paying Agent will be authorized to make withdrawals from
the Certificate Account in order to make distributions to Certificateholders. If
the Paying Agent for a Series is not the Trustee for such Series, the Master
Servicer will, on each Distribution Date, deposit in immediately available funds
in an account designated by any such Paying Agent the amount required to be
distributed to the Certificateholders on such Distribution Date.
The Master Servicer will 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 will:
(1) hold all amounts deposited with 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 provided in the applicable Pooling and Servicing
Agreement;

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(2) give the Trustee notice of any default by the Master Servicer in the
making of such deposit; and
(3) at any time during the continuance of any such default, upon written
request to the Trustee, forthwith pay to the Trustee all amounts held
in trust by such Paying Agent.
PERIODIC ADVANCES AND LIMITATIONS THEREON
Generally each Servicer will be required to make (i) Periodic Advances to
cover delinquent payments of principal and interest on such Mortgage Loan and
(ii) other advances of cash ("Other Advances" and, collectively with Periodic
Advances, "Advances") to cover (x) delinquent payments of taxes, insurance
premiums, and other escrowed items and (y) rehabilitation expenses and
foreclosure costs, including reasonable attorneys' fees, in either case unless
such Servicer has determined that any subsequent payments on that Mortgage Loan
or from the borrower will ultimately not be available to reimburse such Servicer
for such amounts. The failure of the Servicer to make any required Periodic
Advances or Other Advances under an Underlying Servicing Agreement constitutes a
default under such agreement for which the Servicer will be terminated. Upon
default by a Servicer, other than Norwest Mortgage, the Master Servicer may, and
upon default by Norwest Mortgage the Trustee may, in each case if so provided in
the Pooling and Servicing Agreement, be required to make Periodic Advances to
the extent necessary to make required distributions on certain Certificates or
certain Other Advances, provided that the Master Servicer or Trustee, as
applicable, determines that funds will ultimately be available to reimburse it.
In the case of Certificates of any Series for which credit enhancement is
provided in the form of a mortgage pool insurance policy, the Seller may obtain
an endorsement to the mortgage pool insurance policy which obligates the Pool
Insurer to advance delinquent payments of principal and interest. The Pool
Insurer would only be obligated under such endorsement to the extent the
mortgagor fails to make such payment and the Master Servicer or Trustee fails to
make a required advance.
The advance obligation of the Master Servicer and Trustee may be further
limited to an amount specified by the Rating Agency rating the Certificates. Any
such Periodic Advances by the Servicers or the Master Servicer or Trustee, as
the case may be, must be deposited into the applicable Servicer Custodial
Account or the Certificate Account and will be due no later than the business
day before the Distribution Date to which such delinquent payment relates.
Advances by the Servicers or the Master Servicer or Trustee, as the case may be,
will be reimbursable out of insurance proceeds or Liquidation Proceeds of, or,
except for Other Advances, future payments on, the Mortgage Loans for which such
amounts were advanced. If an Advance made by a Servicer, the Master Servicer or
the Trustee later proves, or is deemed by the Master Servicer or the Trustee, to
be unrecoverable, such Servicer, the Master Servicer or the Trustee, as the case
may be, will be entitled to reimbursement from funds in the Certificate Account
prior to the distribution of payments to the Certificateholders to the extent
provided in the Pooling and Servicing Agreement.
Any Periodic Advances made by a Servicer, the Master Servicer or the Trustee
with respect to Mortgage Loans included in the Trust Estate for any Series are
intended to enable the Trustee to make timely payment of the scheduled
distributions of principal and interest on the Certificates of such Series.
However, neither the Master Servicer, the Trustee, any Servicer nor any other
person will, except as otherwise specified in the applicable Prospectus
Supplement, insure or guarantee the Certificates of any Series or the Mortgage
Loans included in the Trust Estate for any Certificates.
COLLECTION AND OTHER SERVICING PROCEDURES
Each Servicer will be required by the related Underlying Servicing Agreement
to make reasonable efforts to collect all payments called for under the Mortgage
Loans and, consistent with the applicable Underlying Servicing Agreement and any
applicable agreement governing any form of credit enhancement, to follow such
collection procedures as it follows with respect to mortgage loans serviced by
it that are comparable to the Mortgage Loans. Consistent with the above, the
Servicer may, in its discretion, (i) waive any prepayment charge, assumption
fee, late payment charge or any other charge in connection with the prepayment
of a Mortgage Loan and (ii) arrange with a mortgagor a

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schedule for the liquidation of deficiencies running for not more than 180 days
(or such longer period to which the Master Servicer and any applicable Pool
Insurer or primary mortgage insurer have consented) after the applicable Due
Date.
Under each Underlying Servicing Agreement, each Servicer, to the extent
permitted by law, will establish and maintain one or more escrow accounts (each
such account, a "Servicing Account") in which each such Servicer will be
required to deposit any payments made by mortgagors in advance for taxes,
assessments, primary mortgage (if applicable) and hazard insurance premiums and
other similar items. Withdrawals from the Servicing Account may be made to
effect timely payment of taxes, assessments, mortgage and hazard insurance, to
refund to mortgagors amounts determined to be overages, to pay interest to
mortgagors on balances in the Servicing Account, if required, and to clear and
terminate such account. Each Servicer will be responsible for the administration
of its Servicing Account. A Servicer will be obligated to advance certain
amounts which are not timely paid by the mortgagors, to the extent that it
determines, in good faith, that they will be recoverable out of insurance
proceeds, liquidation proceeds, or otherwise. Alternatively, in lieu of
establishing a Servicing Account, a Servicer may procure a performance bond or
other form of insurance coverage, in an amount acceptable to the Master Servicer
and each Rating Agency rating the related Series of Certificates, covering loss
occasioned by the failure to escrow such amounts.
ENFORCEMENT OF DUE-ON-SALE CLAUSES; REALIZATION UPON DEFAULTED MORTGAGE LOANS
With respect to each Mortgage Loan having a fixed interest rate, the
applicable Underlying Servicing Agreement will generally provide that, when any
Mortgaged Property is about to be conveyed by the mortgagor, the Servicer will,
to the extent it has knowledge of such prospective conveyance, exercise its
rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale"
clause applicable thereto, if any, unless it is not exercisable under applicable
law or if such exercise would result in loss of insurance coverage with respect
to such Mortgage Loan or would, in the Servicer's judgment, be reasonably likely
to result in litigation by the mortgagor and such Servicer has not obtained the
Master Servicer's consent to such exercise. In either case, the Servicer is
authorized to take or enter into an assumption and modification agreement from
or with the person to whom such Mortgaged Property has been or is about to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note
and, unless prohibited by applicable state law, the mortgagor remains liable
thereon, provided that the Mortgage Loan will continue to be covered by any pool
insurance policy and any related primary mortgage insurance policy and the
Mortgage Interest Rate with respect to such Mortgage Loan and the payment terms
shall remain unchanged. The Servicer will also be authorized, with the prior
approval of the pool insurer and the primary mortgage insurer, if any, to enter
into a substitution of liability agreement with such person, pursuant to which
the original mortgagor is released from liability and such person is substituted
as mortgagor and becomes liable under the Mortgage Note.
Each Underlying Servicing Agreement and Pooling and Servicing Agreement with
respect to a Series will require the Servicer or the Master Servicer, as the
case may be, to present claims to the insurer under any insurance policy
applicable to the Mortgage Loans included in the Trust Estate for such Series
and to take such reasonable steps as are necessary to permit recovery under such
insurance policies with respect to defaulted Mortgage Loans, or losses on the
Mortgaged Property securing the Mortgage Loans.
Each Servicer is obligated under the applicable Underlying Servicing
Agreement for each Series to realize upon defaulted Mortgage Loans in accordance
with its normal servicing practices, which will conform generally to those of
prudent mortgage lending institutions which service mortgage loans of the same
type in the same jurisdictions. Notwithstanding the foregoing, the Servicer is
authorized under the applicable Underlying Servicing Agreement to permit the
assumption of a defaulted Mortgage Loan rather than to foreclose or accept a
deed-in-lieu of foreclosure if, in the Servicer's judgment, the default is
unlikely to be cured and the assuming borrower meets Norwest Mortgage's
applicable underwriting guidelines. In connection with any such assumption, the
Mortgage Interest Rate and the payment terms of the related Mortgage Note will
not be changed. Each Servicer may also, with the

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consent of the Master Servicer, modify the payment terms of Mortgage Loans that
are in default, or as to which default is reasonably foreseeable, that remain in
the Trust Estate rather than foreclose on such Mortgage Loans; provided that no
such modification shall forgive principal owing under such Mortgage Loan or
permanently reduce the interest rate on such Mortgage Loan. Any such
modification will be made only upon the determination by the Servicer and the
Master Servicer that such modification is likely to increase the proceeds of
such Mortgage Loan over the amount expected to be collected pursuant to
foreclosure. See also "The Pooling and Servicing Agreement -- Optional
Purchases," above, with respect to the Seller's right to repurchase Mortgage
Loans that are in default, or as to which default is reasonably foreseeable.
Further, a Servicer may encourage the refinancing of such defaulted Mortgage
Loans, including Mortgage Loans that would permit creditworthy borrowers to
assume the outstanding indebtedness.
In the case of foreclosure or of damage to a Mortgaged Property from an
uninsured cause, the Servicer will not be required to expend its own funds to
foreclose or restore any damaged property, unless it reasonably determines (i)
that such foreclosure or restoration will increase the proceeds to
Certificateholders of such Series of liquidation of the Mortgage Loan after
reimbursement to the related Servicer for its expenses and (ii) that such
expenses will be recoverable to it through Liquidation Proceeds or any
applicable insurance policy in respect of such Mortgage Loan. In the event that
Servicer has expended its own funds for foreclosure or to restore damaged
property, it will be entitled to be reimbursed from the Certificate Account for
such Series an amount equal to all costs and expenses incurred by it.
Norwest Mortgage will not be obligated to, and any other Servicer will not
(except with the express written approval of the Master Servicer), foreclose on
any Mortgaged Property which it believes may be contaminated with or affected by
hazardous wastes or hazardous substances. See "Certain Legal Aspects of the
Mortgage Loans -- Environmental Considerations." If a Servicer does not
foreclose on a Mortgaged Property, the Certificateholders of the related Series
may experience a loss on the related Mortgage Loan. A Servicer will not be
liable to the Certificateholders if it fails to foreclose on a Mortgaged
Property which it believes may be so contaminated or affected, even if such
Mortgaged Property is, in fact, not so contaminated or affected. Conversely, a
Servicer will not be liable to the Certificateholders if, based on its belief
that no such contamination or effect exists, the Servicer forecloses on a
Mortgaged Property and takes title to such Mortgaged Property, and thereafter
such Mortgaged Property is determined to be so contaminated or affected.
The Servicer may foreclose against property securing a defaulted Mortgage
Loan either by foreclosure, by sale or by strict foreclosure and in the event a
deficiency judgment is available against the mortgagor or other person (see
"Certain Legal Aspects of the Mortgage Loans -- Anti-Deficiency Legislation and
Other Limitations on Lenders" for a discussion of the availability of deficiency
judgments), may proceed for the deficiency. It is anticipated that in most cases
the Servicer will not seek deficiency judgments, and will not be required under
the applicable Underlying Servicing Agreement to seek deficiency judgments. In
lieu of foreclosure, each Servicer may arrange for the sale by the borrower of
the Mortgaged Property related to a defaulted Mortgage Loan to a third party,
rather than foreclosing upon and selling such Mortgaged Property.
With respect to a Trust Estate (or any segregated pool of assets therein) as
to which a REMIC election has been made, if the Trustee acquires ownership of
any Mortgaged Property as a result of a default or reasonably foreseeable
default of any Mortgage Loan secured by such Mortgaged Property, the Trustee or
Master Servicer will be required to dispose of such property within two years
following its acquisition by the Trust Estate unless the Trustee (a) receives an
opinion of counsel to the effect that the holding of the Mortgaged Property by
the Trust Estate will not cause the Trust Estate to be subject to the tax on
"prohibited transactions" imposed by Code Section 860F(a)(1) or cause the Trust
Estate (or any segregated pool of assets therein as to which one or more REMIC
elections have been made or will be made) to fail to qualify as a REMIC or (b)
applies for and is granted an extension of the two-year period in the manner
contemplated by Code Section 856(e)(3). The Servicer also will be required to
administer the Mortgaged Property in a manner which does not cause the Mortgaged

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Property to fail to qualify as "foreclosure property" within the meaning of Code
Section 860G(a)(8) or result in the receipt by the Trust Estate of any "net
income from foreclosure property" within the meaning of Code Section 860G(c)(2),
respectively. In general, this would preclude the holding of the Mortgaged
Property by a party acting as a dealer in such property or the receipt of rental
income based on the profits of the lessee of such property. See "Certain Federal
Income Tax Consequences."
INSURANCE POLICIES
Each Underlying Servicing Agreement will require the related Servicer to
cause to be maintained for each Mortgage Loan a standard hazard insurance policy
issued by a generally acceptable insurer insuring the improvements on the
Mortgaged Property underlying such Mortgage Loan against loss
by fire, with extended coverage (a "Standard Hazard Insurance Policy"). The
Underlying Servicing Agreements will require that such Standard Hazard Insurance
Policy be in an amount at least equal to the lesser of 100% of the insurable
value of the improvements on the Mortgaged Property or the principal balance of
such Mortgage Loan; provided, however, that such insurance may not be less than
the minimum amount required to fully compensate for any damage or loss on a
replacement cost basis. Each Servicer will also maintain on property acquired
upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, a
Standard Hazard Insurance Policy in an amount that is at least equal to the
lesser of 100% of the insurable value of the improvements which are a part of
such property or the principal balance of such Mortgage Loan plus accrued
interest and liquidation expenses; provided, however, that such insurance may
not be less than the minimum amount required to fully compensate for any damage
or loss on a replacement cost basis. Any amounts collected under any such
policies (other than amounts to be applied to the restoration or repair of the
Mortgaged Property or released to the borrower in accordance with normal
servicing procedures) will be deposited in the Servicer Custodial Account for
remittance to the Certificate Account by a Servicer.
The Standard Hazard Insurance Policies covering the Mortgage Loans generally
will cover physical damage to, or destruction of, the improvements on the
Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm, hail,
riot, strike and civil commotion, subject to the conditions and exclusions
particularized in each policy. Because the Standard Hazard Insurance Policies
relating to such Mortgage Loans will be underwritten by different insurers and
will cover Mortgaged Properties located in various states, such policies will
not contain identical terms and conditions. The most significant terms thereof,
however, generally will be determined by state law and generally will be
similar. Most such policies typically will not cover any physical damage
resulting from the following: war, revolution, governmental actions, floods and
other water-related causes, earth movement (including earthquakes, landslides
and mudflows), nuclear reaction, wet or dry rot, vermin, rodents, insects or
domestic animals, hazardous wastes or hazardous substances, theft and, in
certain cases, vandalism. The foregoing list is merely indicative of certain
kinds of uninsured risks and is not all-inclusive.
In general, if the improvements on a Mortgaged Property are located in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been made
available) each Underlying Servicing Agreement will require the related Servicer
to cause to be maintained a flood insurance policy meeting the requirements of
the current guidelines of the Federal Insurance Administration with a generally
acceptable insurance carrier. Generally, the Underlying Servicing Agreement will
require that such flood insurance be in an amount not less than the least of (i)
the outstanding principal balance of the Mortgage Loan, (ii) the full insurable
value of the improvements, or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. Norwest
Mortgage does not provide financing for flood zone properties located in
communities not participating in the National Flood Insurance Program or if
available insurance coverage is, in its judgment, unrealistically low.
Each Servicer may maintain a blanket policy insuring against hazard losses
on all of the Mortgaged Properties in lieu of maintaining the required Standard
Hazard Insurance Policies and may maintain a blanket policy insuring against
special hazards in lieu of maintaining any required flood

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insurance. Each Servicer will be liable for the amount of any deductible under a
blanket policy if such amount would have been covered by a required Standard
Hazard Insurance Policy or flood insurance, had it been maintained.
Any losses incurred with respect to Mortgage Loans due to uninsured risks
(including earthquakes, mudflows, floods and hazardous wastes or hazardous
substances) or insufficient hazard insurance proceeds will adversely affect
distributions to the Certificateholders.
FIXED RETAINED YIELD, SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Fixed Retained Yield with respect to any Mortgage Loan is that portion, if
any, of interest at the Mortgage Interest Rate that is not included in the
related Trust Estate. The Prospectus Supplement for a Series will specify
whether there is any Fixed Retained Yield with respect to the Mortgage Loans of
such Series. If so, the Fixed Retained Yield will be established on a
loan-by-loan basis and will be specified in the schedule of Mortgage Loans
attached as an exhibit to the applicable Pooling and Servicing Agreement.
Norwest Mortgage as Servicer may deduct the Fixed Retained Yield from mortgagor
payments as received or deposit such payments in the Servicer Custodial Account
or Certificate Account for such Series and then either withdraw the Fixed
Retained Yield from the Servicer Custodial Account or Certificate Account or
request the Master Servicer to withdraw the Fixed Retained Yield from the
Certificate Account for remittance to Norwest Mortgage. In the case of any Fixed
Retained Yield with respect to Mortgage Loans serviced by a Servicer other than
Norwest Mortgage, the Master Servicer will make withdrawals from the Certificate
Account for the purpose of remittances to Norwest Mortgage as owner of the Fixed
Retained Yield. Notwithstanding the foregoing, with respect to any payment of
interest received by Norwest Mortgage as Servicer relating to 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, the owner of the Fixed Retained Yield with
respect to such Mortgage Loan will bear a ratable share of such interest
shortfall.
For each Series of Certificates, each Servicer will be entitled to be paid
the Servicing Fee on the related Mortgage Loans serviced by such Servicer until
termination of the applicable Underlying Servicing Agreement. A Servicer, at its
election, will pay itself the Servicing Fee for a Series with respect to each
Mortgage Loan by (a) withholding the Servicing Fee from any scheduled payment of
interest prior to deposit of such payment in the Servicer Custodial Account for
such Series or (b) withdrawing the Servicing Fee from the Servicer Custodial
Account after the entire interest payment has been deposited in such account. A
Servicer may also pay itself out of the Liquidation Proceeds of a Mortgage Loan
or other recoveries with respect thereto, or withdraw from the Servicer
Custodial Account or request the Master Servicer to withdraw from the
Certificate Account for remittance to the Servicer such amounts after the
deposit thereof in such accounts, or if such Liquidation Proceeds or other
recoveries are insufficient, from Net Foreclosure Profits with respect to the
related Distribution Date the Servicing Fee in respect of such Mortgage Loan to
the extent provided in the applicable Pooling and Servicing Agreement. The
Servicing Fee or the range of Servicing Fees with respect to the Mortgage Loans
underlying the Certificates of a Series will be specified in the applicable
Prospectus Supplement. Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment charges or otherwise will be
retained by the Servicers.
Each Servicer will pay all expenses incurred in connection with the
servicing of the Mortgage Loans serviced by such Servicer underlying a Series,
including, without limitation, payment of the hazard insurance policy premiums.
The Servicer will be entitled, in certain circumstances, to reimbursement from
the Certificate Account of Periodic Advances, of Other Advances made by it to
pay taxes, insurance premiums and similar items with respect to any Mortgaged
Property or for expenditures incurred by it in connection with the restoration,
foreclosure or liquidation of any Mortgaged Property (to the extent of
Liquidation Proceeds or insurance policy proceeds in respect of such Mortgaged
Property) and of certain losses against which it is indemnified by the Trust
Estate.

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As set forth in the preceding paragraph, a Servicer may be entitled to
reimbursement for certain expenses incurred by it, and payment of additional
fees for certain extraordinary services rendered by it (provided that such fees
do not exceed those which would be charged by third parties for similar
services) in connection with the liquidation of defaulted Mortgage Loans and
related Mortgaged Properties. In the event that claims are either not made or
are not fully paid from any applicable form of credit enhancement, the related
Trust Estate will suffer a loss to the extent that Liquidation Proceeds, after
reimbursement of the Servicing Fee and the expenses of the Servicer, are less
than the principal balance of the related Mortgage Loan.
EVIDENCE AS TO COMPLIANCE
Each Servicer will deliver annually to the Trustee or Master Servicer, as
applicable, on or before the date specified in the applicable Underlying
Servicing Agreement, an Officer's Certificate stating that (i) a review of the
activities of such Servicer during the preceding calendar year and of
performance under the applicable Underlying Servicing Agreement has been made
under the supervision of such officer, and (ii) to the best of such officer's
knowledge, based on such review, such Servicer has fulfilled all its obligations
under the applicable Underlying Servicing Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof. Such
Officer's Certificate shall be accompanied by a statement of a firm of
independent public accountants to the effect that, on the basis of an
examination of certain documents and records relating to a random sample of the
mortgage loans being serviced by such Servicer pursuant to such Underlying
Servicing Agreement and/or other similar agreements, conducted substantially in
compliance with the Uniform Single Audit Program for Mortgage Bankers, the
servicing of such mortgage loans was conducted in compliance with the provisions
of the applicable Underlying Servicing Agreement and other similar agreements,
except for (i) such exceptions as such firm believes to be immaterial and (ii)
such other exceptions as are set forth in such statement.
The Master Servicer will deliver annually to the Trustee, on or before the
date specified in the applicable Pooling and Servicing Agreement, an Officer's
Certificate stating that such officer has received, with respect to each
Servicer, the Officer's Certificate and accountant's statement described in the
preceding paragraph, and, that on the basis of such officer's review of such
information, each Servicer has fulfilled all its obligations under the
applicable Underlying Servicing Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.
CERTAIN MATTERS REGARDING THE MASTER SERVICER
The Master Servicer may not resign from its obligations and duties under the
Pooling and Servicing Agreement for each Series without the consent of the
Trustee, except upon its determination that its duties thereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities of a type and nature carried on by it.
No such resignation will become effective until the Trustee for such Series or a
successor master servicer has assumed the Master Servicer's obligations and
duties under the Pooling and Servicing Agreement. If the Master Servicer resigns
for any of the foregoing reasons and the Trustee is unable or unwilling to
assume responsibility for its duties under the Pooling and Servicing Agreement,
it may appoint another institution to so act as described under "The Pooling and
Servicing Agreement -- Rights Upon Event of Default" below.
The Pooling and Servicing Agreement will also provide that neither the
Master Servicer nor any subcontractor, nor any partner, director, officer,
employee or agent of any of them, will be under any liability to the Trust
Estate or the Certificateholders, for the taking of any action or for refraining
from the taking of any action in good faith pursuant to the Pooling and
Servicing Agreement, or for errors in judgment; provided, however, that neither
the Master Servicer, any subcontractor, nor any such person will be protected
against any liability that would otherwise be imposed by reason of willful

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misfeasance, bad faith or gross negligence in the performance of his or its
duties or by reason of reckless disregard of his or its obligations and duties
thereunder. The Pooling and Servicing Agreement will further provide that the
Master Servicer, any subcontractor, and any partner, director, officer, employee
or agent of either 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 the Pooling and Servicing
Agreement or the Certificates, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties thereunder or by reason of reckless disregard
of his or its obligations and duties thereunder. In addition, the Pooling and
Servicing Agreement will provide that the Master Servicer will not be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under the Pooling and Servicing Agreement and that in
its opinion may involve it in any expense or liability. The Master Servicer may,
however, in its discretion, undertake any such action deemed by it necessary or
desirable with respect to the Pooling and Servicing Agreement and the rights and
duties of the parties thereto and the interests of the Certificateholders
thereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom will be expenses, costs and liabilities of the
Trust Estate and the Master Servicer will be entitled to be reimbursed therefor
out of the Certificate Account, and any loss to the Trust Estate arising from
such right of reimbursement will be allocated first to the Subordinated
Certificate of a Series before being allocated to the related Senior
Certificates, or if such Series does not contain Subordinated Certificates, pro
rata among the various Classes of Certificates unless otherwise specified in the
applicable Pooling and Servicing Agreement.
Any person into which the Master Servicer may be merged or consolidated, or
any person resulting from any merger, conversion or consolidation to which the
Master Servicer is a party, or any person succeeding to the business through the
transfer of substantially all of its assets or all assets relating to such
business, or otherwise, of the Master Servicer will be the successor of the
Master Servicer under the Pooling and Servicing Agreement for each Series
provided that such successor or resulting entity has a net worth of not less
than $15,000,000 and is qualified to service mortgage loans for FNMA or FHLMC.
The Master Servicer also has the right to assign its rights and delegate its
duties and obligations under the Pooling and Servicing Agreement for each
Series; provided that, if the Master Servicer desires to be released from its
obligations under the Pooling and Servicing Agreement, (i) the purchaser or
transferee accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, (ii) the purchaser is satisfactory to the
Trustee for such Series, in the reasonable exercise of its 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
under the Pooling and Servicing Agreement from and after the date of such
agreement; and (iii) each applicable Rating Agency's rating of any Certificates
for such Series in effect immediately prior to such assignment, sale or transfer
would not be qualified, downgraded or withdrawn as a result of such assignment,
sale or transfer and the Certificates would not be placed on credit review
status by any such Rating Agency. The Master Servicer will be released from its
obligations under the Pooling and Servicing Agreement upon any such assignment
and delegation, except that the Master Servicer will remain liable for all
liabilities and obligations incurred by it prior to the time that the conditions
contained in clauses (i), (ii) and (iii) above are met.
THE POOLING AND SERVICING AGREEMENT
ASSIGNMENT OF MORTGAGE LOANS TO THE TRUSTEE
The Seller will have acquired the Mortgage Loans included in each Trust
Estate from Norwest Mortgage pursuant to an agreement (the "Norwest Mortgage
Sale Agreement"). In connection with the conveyance of the Mortgage Loans to the
Seller, Norwest Mortgage will (i) agree to deliver to the Seller all of the
documents which the Seller is required to deliver to the Trustee; (ii) make
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representations and warranties to the Seller which will be the basis of certain
of the Seller's representations and warranties to the Trustee or assign the
representations and warranties made by a Correspondent to Norwest Mortgage; and
(iii) agree to repurchase or substitute (or assign rights to a comparable
agreement of a Correspondent) for any Mortgage Loan for which any document is
not delivered or is found to be defective in any material respect, or which
Mortgage Loan is discovered at any time not to be in conformance with any
representation and warranty Norwest Mortgage has made to the Seller and the
breach of such representation and warranty materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, if Norwest
Mortgage cannot deliver such document or cure such defect or breach within 60
days after notice thereof. Such agreement will inure to the benefit of the
Trustee and is intended to help ensure the Seller's performance of its limited
obligation to repurchase or substitute for Mortgage Loans. See "The Mortgage
Loan Programs -- Representations and Warranties" above.
At the time of issuance of each Series of Certificates, the Mortgage Loans
in the related Trust Estate will, pursuant to the applicable Pooling and
Servicing Agreement, be assigned to the Trustee, together with all principal and
interest received on or with respect to such Mortgage Loans after the applicable
Cut-Off Date other than principal and interest due and payable on or before such
Cut-Off Date and interest attributable to the Fixed Retained Yield on such
Mortgage Loans, if any. See "Servicing of the Mortgage Loans -- Fixed Retained
Yield, Servicing Compensation and Payment of Expenses." The Trustee or its agent
will, concurrently with such assignment, authenticate and deliver the
Certificates evidencing such Series to the Seller in exchange for the Mortgage
Loans. Each Mortgage Loan will be identified in a schedule appearing as an
exhibit to the applicable Pooling and Servicing Agreement. Each such schedule
will include, among other things, the unpaid principal balance as of the close
of business on the applicable Cut-Off Date, the maturity date and the Mortgage
Interest Rate for each Mortgage Loan in the related Trust Estate.
In addition, with respect to each Mortgage Loan in a Trust Estate, the
mortgage or other promissory note, any assumption, modification or conversion to
fixed interest rate agreement, a mortgage assignment in recordable form and the
recorded Mortgage (or other documents as are required under applicable law to
create perfected security interest in the Mortgaged Property in favor of the
Trustee) will be delivered to the Trustee or, if indicated in the applicable
Prospectus Supplement, to a custodian; provided that, in instances where
recorded documents cannot be delivered due to delays in connection with
recording, copies thereof, certified by the Seller to be true and complete
copies of such documents sent for recording, may be delivered and the original
recorded documents will be delivered promptly upon receipt. The assignment of
each Mortgage will be recorded promptly after the initial issuance of
Certificates for the related Trust Estate, except in states where, in the
opinion of counsel acceptable to the Trustee, such recording is not required to
protect the Trustee's interest in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Seller, Norwest
Mortgage or the originator of such Mortgage Loan.
The Trustee or custodian will hold such documents in trust for the benefit
of Certificateholders of the related Series and will review such documents
within 45 days of the date of the applicable Pooling and Servicing Agreement. If
any document is not delivered or is found to be defective in any material
respect, or if the Seller is in breach of any of its representations and
warranties, and such breach materially and adversely affects the interests of
the Certificateholders in a Mortgage Loan, and the Seller cannot deliver such
document or cure such defect or breach within 60 days after written notice
thereof, the Seller will, within 60 days of such notice, either repurchase the
related Mortgage Loan from the Trustee at a price equal to the then unpaid
principal balance thereof, plus accrued and unpaid interest at the applicable
Mortgage Interest Rate (minus any Fixed Retained Yield) through the last day of
the month in which such repurchase takes place, or (in the case of a Series for
which one or more REMIC elections have been or will be made, unless the maximum
period as may be provided by the Code or applicable regulations of the
Department of the Treasury ("Treasury Regulations") shall have elapsed since the
execution of the applicable Pooling and Servicing Agreement) substitute for such
Mortgage Loan a new mortgage loan having characteristics such that the
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warranties of the Seller made pursuant to the applicable Pooling and Servicing
Agreement (except for representations and warranties as to the correctness of
the applicable schedule of mortgage loans) would not have been incorrect had
such substitute Mortgage Loan originally been a Mortgage Loan. In the case of a
repurchased Mortgage Loan, the purchase price will be deposited by the Seller in
the related Certificate Account. In the case of a substitute Mortgage Loan, the
mortgage file relating thereto will be delivered to the Trustee or the custodian
and the Seller will deposit in the Certificate Account, an amount equal to the
excess of (i) the unpaid principal balance of the Mortgage Loan which is
substituted for, over (ii) the unpaid principal balance of the substitute
Mortgage Loan, together with interest on such excess at the Mortgage Interest
Rate (minus any Fixed Retained Yield) to the next scheduled Due Date of the
Mortgage Loan which is being substituted for. In no event will any substitute
Mortgage Loan have an unpaid principal balance greater than the scheduled
principal balance calculated in accordance with the amortization schedule (the
"Scheduled Principal Balance") of the Mortgage Loan for which it is substituted
(after giving effect to the scheduled principal payment due in the month of
substitution on the Mortgage Loan substituted for), or a term greater than, a
Mortgage Interest Rate less than, a Mortgage Interest Rate more than one percent
per annum greater than or a Loan-to-Value Ratio greater than, the Mortgage Loan
for which it is substituted. If substitution is to be made for an adjustable
rate Mortgage Loan, the substitute Mortgage Loan will have an unpaid principal
balance no greater than the Scheduled Principal Balance of the Mortgage Loan for
which it is substituted (after giving effect to the scheduled principal payment
due in the month of substitution on the Mortgage Loan substituted for), a
Loan-to-Value Ratio less than or equal to, and a Mortgage Interest Rate at least
equal to, that of the Mortgage Loan for which it is substituted, and will bear
interest based on the same index, margin and frequency of adjustment as the
substituted Mortgage Loan. The repurchase obligation and the mortgage
substitution referred to above will constitute the sole remedies available to
the Certificateholders or the Trustee with respect to missing or defective
documents or breach of the Seller's representations and warranties.
If no custodian is named in the Pooling and Servicing Agreement, the Trustee
will be authorized to appoint a custodian to maintain possession of the
documents relating to the Mortgage Loans and to conduct the review of such
documents described above. Any custodian so appointed will keep and review such
documents as the Trustee's agent under a custodial agreement.
OPTIONAL PURCHASES
Subject to the provisions of the applicable Pooling and Servicing Agreement,
the Seller or the Master Servicer may, at such party's option, repurchase any
Mortgage Loan which is in default or as to which default is reasonably
foreseeable if, in the Seller's or the Master Servicer's judgment, the related
default is not likely to be cured by the borrower or default is not likely to be
averted, at a price equal to the unpaid principal balance thereof plus accrued
interest thereon and under the conditions set forth in the applicable Prospectus
Supplement.
REPORTS TO CERTIFICATEHOLDERS
Unless otherwise specified or modified in the related Pooling and Servicing
Agreement for each Series, the Master Servicer will prepare and the Trustee will
include with each distribution to Certificateholders of record of such Series a
statement setting forth the following information, if applicable:
(i)
the amount of such distribution allocable to principal of the related
Mortgage Loans, separately identifying the aggregate amount of any
principal prepayments included therein, the amount of such distribution
allocable to interest on the related Mortgage Loans and the aggregate unpaid
principal balance of the Mortgage Loans evidenced by each Class after giving
effect to the principal distributions on such Distribution Date;
(ii)
the amount of servicing compensation with respect to the related
Trust Estate and such other customary information as is required to
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(iii)
the amount by which the Servicing Fee for the related Distribution
Date has been reduced by interest shortfalls due to prepayments;
(iv)
the aggregate amount of any Periodic Advances by the Servicer, the
Master Servicer or the Trustee included in the amounts actually
distributed to the Certificateholders;
(v)
to each holder of a Certificate entitled to the benefits of payments
under any form of credit enhancement or from any Reserve Fund:
(a)
the amounts so distributed under any such form of credit
enhancement or from any such Reserve Fund on the applicable
Distribution Date; and
(b)
the amount of coverage remaining under any such form of credit
enhancement and the balance in any such Reserve Fund, after
giving effect to any payments thereunder and other amounts charged
thereto on the Distribution Date;
(vi)
in the case of a Series of Certificates with a variable Pass-Through
Rate, such Pass-Through Rate;
(vii)
the book value of any collateral acquired by the Trust Estate through
foreclosure or otherwise;
(viii)
the unpaid principal balance of any Mortgage Loan as to which the
Servicer has notified the Master Servicer that such Servicer has
determined not to foreclose because it believes the related Mortgaged
Property may be contaminated with or affected by hazardous wastes or
hazardous substances; and
(ix)
the number and aggregate principal amount of Mortgage Loans one
month, two months and three or more months delinquent.
In addition, within a reasonable period of time after the end of each
calendar year, the Master Servicer will furnish either directly, or through the
Trustee, a report to each Certificateholder of record at any time during such
calendar year such information as required by the Code and applicable
regulations thereunder to enable Certificateholders to prepare their tax
returns. In the event that an election has been made to treat the Trust Estate
(or one or more segregated pools of assets therein) as a REMIC, the Trustee will
be required to sign the federal and applicable state and local income tax
returns of the REMIC (which will be prepared by the Master Servicer). See
"Certain Federal Income Tax Consequences -- Administrative Matters."
LIST OF CERTIFICATEHOLDERS
The Pooling and Servicing Agreement for each Series will require the Trustee
to provide access to the most current list of names and addresses of
Certificateholders of such Series to any group of five or more
Certificateholders who advise the Trustee in writing that they desire to
communicate with other Certificateholders with respect to their rights under the
Pooling and Servicing Agreement or under the Certificates.
EVENTS OF DEFAULT
Events of Default under the Pooling and Servicing Agreement for each Series
include (i) any failure by the Master Servicer to make a required deposit which
continues unremedied for three business days after the giving of written notice
of such failure to the Master Servicer by the Trustee for such Series, or to the
Master Servicer and the Trustee by the holders of Certificates of such Series
having voting rights allocated to such Certificates ("Voting Interests")
aggregating not less than 25% of the Voting Interests allocated to all
Certificates for such Series; (ii) any failure by the Master Servicer duly to
observe or perform in any material respect any other of its covenants or
agreements in the Pooling and Servicing Agreement which continues unremedied for
60 days (or 30 days in the case of a failure to maintain any pool insurance
policy required to be maintained pursuant to the Pooling and Servicing
Agreement) after the giving of written notice of such failure to the Master
Servicer by the Trustee, or to the Master Servicer and the Trustee by the
holders of Certificates

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aggregating not less than 25% of the Voting Interests; (iii) certain events of
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings and certain action by the Master Servicer indicating its
insolvency, reorganization or inability to pay its obligations and (iv) it and
any subservicer appointed by it becoming ineligible to service for both FNMA and
FHLMC (unless remedied within 90 days). (Section 7.01).
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default remains unremedied under the Pooling and
Servicing Agreement for a Series, the Trustee for such Series or holders of
Certificates of such Series evidencing not less than 66 2/3% of the Voting
Interests in the Trust Estate for such Series may terminate all of the rights
and obligations of the Master Servicer under the Pooling and Servicing Agreement
and in and to the Mortgage Loans (other than the Master Servicer's right to
recovery of the aggregate Master Servicing Fees due prior to the date of
termination, and other expenses and amounts advanced pursuant to the terms of
the Pooling and Servicing Agreement, which rights the Master Servicer will
retain under all circumstances), whereupon the Trustee will succeed to all the
responsibilities, duties and liabilities of the Master Servicer under the
Pooling and Servicing Agreement and will be entitled to monthly compensation not
to exceed the aggregate Master Servicing Fees together with the other
compensation to which the Master Servicer is entitled under the Pooling and
Servicing Agreement. In the event that the Trustee is unwilling or unable so to
act, it may select, pursuant to the public bid procedure described in the
applicable Pooling and Servicing Agreement, or petition a court of competent
jurisdiction to appoint, a housing and home finance institution, bank or
mortgage servicing institution with a net worth of at least $10,000,000 to act
as successor to the Master Servicer under the provisions of the Pooling and
Servicing Agreement; provided however, that until such a successor Master
Servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer under the Pooling and Servicing Agreement,
the Trustee shall continue as the successor to the Master Servicer as described
above. In the event such public bid procedure is utilized, the successor would
be entitled to compensation in an amount equal to the aggregate Master Servicing
Fees, together with the other compensation to which the Master Servicer is
entitled under the Pooling and Servicing Agreement, and the Master Servicer
would be entitled to receive the net profits, if any, realized from the sale of
its rights and obligations under the Pooling and Servicing Agreement. (Sections
7.01 and 7.05).
During the continuance of any Event of Default under the Pooling and
Servicing Agreement for a Series, the Trustee for such Series will have the
right to take action to enforce its rights and remedies and to protect and
enforce the rights and remedies of the Certificateholders of such Series, and
holders of Certificates evidencing not less than 25% of the Voting Interests for
such Series 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. However,
the Trustee will not be under any obligation to pursue any such remedy or to
exercise any of such trusts or powers unless such Certificateholders have
offered the Trustee reasonable security or indemnity against the cost, expenses
and liabilities which may be incurred by the Trustee thereby. Also, the Trustee
may decline to follow any such direction if the Trustee determines that the
action or proceeding so directed may not lawfully be taken or would involve it
in personal liability or be unjustly prejudicial to the non-assenting
Certificateholders. (Sections 7.02 and 7.03).
No Certificateholder of a Series, solely by virtue of such holder's status
as a Certificateholder, will have any right under the Pooling and Servicing
Agreement for such Series to institute any proceeding with respect to the
Pooling and Servicing Agreement, unless such holder previously has given to the
Trustee for such Series written notice of default and unless the holders of
Certificates evidencing not less than 25% of the Voting Interests for such
Series have made written request upon the Trustee to institute such proceeding
in its own name as Trustee thereunder and have offered to the Trustee reasonable
indemnity and the Trustee for 60 days has neglected or refused to institute any
such proceeding. (Section 10.03).

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AMENDMENT
Each Pooling and Servicing Agreement may be amended by the Seller, the
Master Servicer and the Trustee without the consent of the Certificateholders,
(i) to cure any ambiguity or mistake, (ii) to correct or supplement any
provision therein that may be inconsistent with any other provision 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 (or one or
more segregated pools of assets therein) as a REMIC at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any tax on the Trust Estate pursuant to the Code that would be a claim
against the Trust Estate, provided that 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 such action will 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 such change will not, as evidenced by an opinion of
counsel, adversely affect in any material respect the interests of any
Certificateholder and that such change will not adversely affect the then
current rating assigned to any Certificates, as evidenced by a letter from each
Rating Agency to such effect, (v) to add to, modify or eliminate any provisions
therein restricting transfers of residual Certificates to certain disqualified
organizations described below under "Certain Federal Income Tax Consequences --
Federal Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates,"
(vi) to make certain provisions with respect to the denominations of, and the
manner of payments on, certain Classes or Subclasses of Certificates initially
retained by the Seller or an affiliate, or (vii) to make any other provisions
with respect to matters or questions arising under such Pooling and Servicing
Agreement that are not inconsistent with the provisions thereof, provided that
such action will not, as evidenced by an opinion of counsel, adversely affect in
any material respect the interests of the Certificateholders of the related
Series. The Pooling and Servicing Agreement may also be amended by the Seller,
the Master Servicer and the Trustee with the consent of the holders of
Certificates evidencing interests aggregating not less than 66 2/3% of the
Voting Interests evidenced by the Certificates of each Class or Subclass
affected thereby, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of such Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of, any payments received on or with respect to
Mortgage Loans that are required to be distributed on any Certificates, without
the consent of the holder of such Certificate, (ii) adversely affect in any
material respect the interests of the holders of a Class or Subclass of
Certificates of a Series in a manner other than that set forth in (i) above
without the consent of the holders of Certificates aggregating not less than
66 2/3% of the Voting Interests evidenced by such Class or Subclass, or (iii)
reduce the aforesaid percentage of Certificates of any Class or Subclass, the
holders of which are required to consent to such amendment, without the consent
of the holders of all Certificates of such Class or Subclass affected then
outstanding. Notwithstanding the foregoing, the Trustee will not consent to any
such amendment if such amendment would subject the Trust Estate (or any
segregated pool of assets therein) to tax or cause the Trust Estate (or any
segregated pool of assets therein) to fail to qualify as a REMIC.
TERMINATION; OPTIONAL PURCHASE OF MORTGAGE LOANS
The obligations created by the Pooling and Servicing Agreement for a Series
of Certificates will terminate on the Distribution Date following the final
payment or other liquidation of the last Mortgage Loan subject thereto and the
disposition of all property acquired upon foreclosure of any such Mortgage Loan.
In no event, however, will the trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of certain persons named in such Pooling and Servicing Agreement. For
each Series of Certificates, the Trustee will give written notice of termination
of the Pooling and Servicing Agreement to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Seller and specified in the
notice of termination.

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If so provided in the applicable Prospectus Supplement, the Pooling and
Servicing Agreement for each Series of Certificates will permit, but not
require, the Seller, Norwest Mortgage or such other party as is specified in the
applicable Prospectus Supplement, to purchase from the Trust Estate for such
Series all remaining Mortgage Loans at the time subject to the Pooling and
Servicing Agreement at a price specified in such Prospectus Supplement. In the
event that such party has caused the related Trust Estate (or any segregated
pool of assets therein) to be treated as a REMIC, any such purchase will be
effected only pursuant to a "qualified liquidation" as defined in Code Section
860F(a)(4)(A) and, if the Trust Estate is liquidated other than in the manner
specified in the Pooling and Servicing Agreement, the receipt by the Trustee of
an opinion of counsel or other evidence that such other liquidation method will
not (i) result in the imposition of a tax on "prohibited transactions" under
Code Section 860F(a)(1), (ii) otherwise subject the Trust Estate to tax, or
(iii) cause the Trust Estate (or any segregated pool of assets) to fail to
qualify as a REMIC. The exercise of such right will effect early retirement of
the Certificates of that Series, but the right so to purchase may be exercised
only after the aggregate principal balance of the Mortgage Loans for such Series
at the time of purchase is less than a specified percentage of the aggregate
principal balance at the Cut-Off Date for the Series, or after the date set
forth in the applicable Prospectus Supplement.
THE TRUSTEE
The Trustee under each Pooling and Servicing Agreement (the "Trustee") will
be named in the applicable Prospectus Supplement. The commercial bank or trust
company serving as Trustee may have normal banking relationships with the Seller
or any of its affiliates.
The Trustee may resign at any time, in which event the Master Servicer will
be obligated to appoint a successor trustee. The Master Servicer may also remove
the Trustee if the Trustee ceases to be eligible to act as Trustee under the
Pooling and Servicing Agreement, if the Trustee becomes insolvent or in order to
change the situs of the Trust Estate for state tax reasons. Upon becoming aware
of such circumstances, the Master Servicer will become obligated to appoint a
successor trustee. The Trustee may also be removed at any time by the holders of
Certificates evidencing not less than 51% of the Voting Interests in the Trust
Estate, 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 Interest in the Trust Estate necessary
to effect any such removal has been obtained. Any resignation and removal of the
Trustee, and the appointment of a successor trustee, will not become effective
until acceptance of such appointment by the successor trustee. The Trustee, and
any successor trustee, will have a combined capital and surplus of at least
$50,000,000, or will be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that the
Trustee's and any such successor trustee's 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, and will be subject to supervision or examination by
federal or state authorities.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
The following discussion contains summaries of certain legal aspects of
mortgage loans which are general in nature. Because such legal aspects are
governed by applicable state law (which laws may differ substantially), the
summaries do not purport to be complete or to reflect the laws of any particular
state, nor to encompass the laws of all states in which the security for the
Mortgage Loans is situated. The summaries are qualified in their entirety by
reference to the applicable federal and state laws governing the Mortgage Loans.
GENERAL
The Mortgage Loans will, in general, be secured by either first mortgages or
first deeds of trust, depending upon the prevailing practice in the state in
which the underlying property is located. A mortgage creates a lien upon the
real property described in the mortgage. There are two parties to a mortgage:
the mortgagor, who is the borrower (or, in the case of a Mortgage Loan secured
by a property that has been conveyed to an INTER VIVOS revocable trust, the
settlor of such trust); and the

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mortgagee, who is the lender. In a mortgage instrument state, the mortgagor
delivers to the mortgagee a note or bond evidencing the loan and the mortgage.
Although a deed of trust is similar to a mortgage, a deed of trust has three
parties: a borrower called the trustor (similar to a mortgagor), a lender called
the beneficiary (similar to a mortgagee), and a third-party grantee called the
trustee. Under a deed of trust, the borrower grants the property, irrevocably
until the debt is paid, in trust, generally with a power of sale, to the trustee
to secure payment of the loan. The trustee's authority under a deed of trust and
the mortgagee's authority under a mortgage are governed by the express
provisions of the deed of trust or mortgage, applicable law, and, in some cases,
with respect to the deed of trust, the directions of the beneficiary.
FORECLOSURE
Foreclosure of a mortgage is generally accomplished by judicial action.
Generally, the action is initiated by the service of legal pleadings upon all
parties having an interest of record in the real property. Delays in completion
of the foreclosure occasionally may result from difficulties in locating
necessary parties defendant. When the mortgagee's right of foreclosure is
contested, the legal proceedings necessary to resolve the issue can be
time-consuming. After the completion of a judicial foreclosure proceeding, the
court may issue a judgment of foreclosure and appoint a receiver or other
officer to conduct the sale of the property. In some states, mortgages may also
be foreclosed by advertisement, pursuant to a power of sale provided in the
mortgage. Foreclosure of a mortgage by advertisement is essentially similar to
foreclosure of a deed of trust by non-judicial power of sale.
Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes
the trustee to sell the property to a third party upon any default by the
borrower under the terms of the note or deed of trust. In certain states, such
foreclosure also may be accomplished by judicial action in the manner provided
for foreclosure of mortgages. In some states, the trustee must record a notice
of default and send a copy to the borrower-trustor and to any person who has
recorded a request for a copy of a notice of default and notice of sale. In
addition, the trustee must provide notice in some states to any other individual
having an interest of record in the real property, including any junior
lienholders. If the deed of trust is not reinstated within any applicable cure
period, a notice of sale must be posted in a public place and, in most states,
published for a specified period of time in one or more newspapers. In addition,
some state laws require that a copy of the notice of sale be posted on the
property and sent to all parties having an interest of record in the property.
In some states, the borrower-trustor has the right to reinstate the loan at
any time following default until shortly before the trustee's sale. In general,
the borrower, or any other person having a junior encumbrance on the real
estate, may, during a reinstatement period, cure the default by paying the
entire amount in arrears plus the costs and expenses incurred in enforcing the
obligation. Certain state laws control the amount of foreclosure expenses and
costs, including attorneys' fees, which may be recovered by a lender.
In case of foreclosure under either a mortgage or a deed of trust, the sale
by the receiver or other designated officer, or by the trustee, is a public
sale. However, because of the difficulty a potential buyer at the sale would
have in determining the exact status of title and because the physical condition
of the property may have deteriorated during the foreclosure proceedings, it is
uncommon for a third party to purchase the property at the foreclosure sale.
Rather, it is common for the lender to purchase the property from the trustee or
receiver for an amount equal to the unpaid principal amount of the note, accrued
and unpaid interest and the expenses of foreclosure. Thereafter, subject to the
right of the borrower in some states to remain in possession during the
redemption period, the lender will assume the burdens of ownership, including
obtaining hazard insurance and making such repairs at its own expense as are
necessary to render the property suitable for sale. The lender commonly will
obtain the services of a real estate broker and pay the broker a commission in
connection with the sale of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Any loss may be reduced by the receipt of

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mortgage insurance proceeds, if any, or by judicial action against the borrower
for the deficiency, if such action is permitted by law. See "-- Anti-Deficiency
Legislation and Other Limitations on Lenders" below.
FORECLOSURE ON SHARES OF COOPERATIVES
The cooperative shares owned by the tenant-stockholder and pledged to the
lender are, in almost all cases, subject to restrictions on transfer as set
forth in the cooperative's Certificate of Incorporation and By-laws, as well as
in the proprietary lease or occupancy agreement, and may be cancelled by the
cooperative for failure by the tenant-stockholder to pay rent or other
obligations or charges owed by such tenant-stockholder, including mechanics'
liens against the cooperative apartment building incurred by such
tenant-stockholder. The proprietary lease or occupancy agreement generally
permits the cooperative to terminate such lease or agreement in the event an
obligor fails to make payments or defaults in the performance of covenants
required thereunder. Typically, the lender and the cooperative enter into a
recognition agreement which establishes the rights and obligations of both
parties in the event of a default by the tenant-stockholder on its obligations
under the proprietary lease or occupancy agreement. A default by the
tenant-stockholder under the proprietary lease or occupancy agreement will
usually constitute a default under the security agreement between the lender and
the tenant-stockholder.
The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the cooperative will take no action to terminate such lease or
agreement until the lender has been provided an opportunity to cure the default.
The recognition agreement typically provides that if the proprietary lease or
occupancy agreement is terminated, the cooperative will recognize the lender's
lien against proceeds from a sale of the cooperative apartment, subject,
however, to the cooperative's right to sums due under such proprietary lease or
occupancy agreement. The total amount owed to the cooperative by the tenant-
stockholder, which the lender generally cannot restrict and does not monitor,
could reduce the value of the collateral below the outstanding principal balance
of the cooperative loan and accrued and unpaid interest thereon.
Recognition agreements also provide that in the event of a foreclosure on a
cooperative loan, the lender must obtain the approval or consent of the
cooperative as required by the proprietary lease before transferring the
cooperative shares or assigning the proprietary lease. Generally, the lender is
not limited by the agreement in any rights it may have to dispossess the
tenant-stockholders.
Foreclosure on the cooperative shares is accomplished by a sale in
accordance with the provisions of Article 9 of the Uniform Commercial Code (the
"UCC") and the security agreement relating to those shares. Article 9 of the UCC
requires that a sale be conducted in a "commercially reasonable" manner. Whether
a foreclosure sale has been conducted in a "commercially reasonable" manner will
depend on the facts in each case. In determining commercial reasonableness, a
court will look to the notice given the debtor and the method, manner, time,
place and terms of the foreclosure. Generally, a sale conducted according to the
usual practice of banks selling similar collateral will be considered reasonably
conducted.
Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the
indebtedness secured by the lender's security interest. The recognition
agreement, however, generally provides that the lender's right to reimbursement
is subject to the right of the cooperative corporation to receive sums due under
the proprietary lease or occupancy agreement. If there are proceeds remaining,
the lender must account to the tenant-stockholder for the surplus. Conversely,
if a portion of the indebtedness remains unpaid, the tenant-stockholder is
generally responsible for the deficiency. See "-- Anti-Deficiency Legislation
and Other Limitations on Lenders" below.

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RIGHTS OF REDEMPTION
In some states, after sale pursuant to a deed of trust and/or foreclosure of
a mortgage, the borrower and certain foreclosed junior lienors are given a
statutory period in which to redeem the property from the foreclosure sale. In
most states where the right of redemption is available, statutory redemption may
occur upon payment of the foreclosure purchase price, accrued interest and
taxes. In some states, the right to redeem is an equitable right. The effect of
a right of redemption is to delay the ability of the lender to sell the
foreclosed property. The exercise of a right of redemption would defeat the
title of any purchaser at a foreclosure sale, or of any purchaser from the
lender subsequent to judicial foreclosure or sale under a deed of trust.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has run.
ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS
Certain states have imposed statutory restrictions that limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some
states, statutes limit the right of the beneficiary or mortgagee to obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal in most cases to the difference between the amount due to the
lender and the net amount realized upon the foreclosure sale.
Some state statutes may require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of these states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies with respect to the security. Consequently, the
practical effect of the election requirement, when applicable, is that lenders
will usually proceed first against the security rather than bringing a personal
action against the borrower.
Other statutory provisions may limit any deficiency judgment against the
former borrower following a foreclosure sale to the excess of the outstanding
debt over the fair market value of the property at the time of such sale. The
purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result of
low or no bids at the foreclosure sale.
In some states, exceptions to the anti-deficiency statutes are provided for
in certain instances where the value of the lender's security has been impaired
by acts or omissions of the borrower, for example, in the event of waste of the
property.
Generally, Article 9 of the UCC governs foreclosure on cooperative shares
and the related proprietary lease or occupancy agreement and foreclosure on the
beneficial interest in a land trust. Some courts have interpreted Section 9-504
of the UCC to prohibit a deficiency award unless the creditor establishes that
the sale of the collateral (which, in the case of a Mortgage Loan secured by
shares of a cooperative, would be such shares and the related proprietary lease
or occupancy agreement) was conducted in a commercially reasonable manner.
A Servicer generally will not be required under the applicable Underlying
Servicing Agreement to pursue deficiency judgments on the Mortgage Loans even if
permitted by law.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws
and state laws affording relief to debtors, may interfere with or affect the
ability of a secured mortgage lender to realize upon its security. For example,
numerous statutory provisions under the United States Bankruptcy Code, 11 U.S.C.
Sections 101 ET SEQ., (the "Bankruptcy Code") may interfere with or affect the
ability of the Seller to obtain payment of a Mortgage Loan, to realize upon
collateral and/or enforce a deficiency judgment. For example, under federal
bankruptcy law, virtually all actions (including foreclosure actions and

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deficiency judgment proceedings) are automatically stayed upon the filing of a
bankruptcy petition, and often no interest or principal payments are made during
the course of the bankruptcy proceeding. In a case under the Bankruptcy Code,
the secured party is precluded from foreclosing without authorization from the
bankruptcy court. In addition, a court with federal bankruptcy jurisdiction may
permit a debtor through his or her Chapter 11 or Chapter 13 plan to cure a
monetary default in respect of a Mortgage Loan by paying arrearages within a
reasonable time period and reinstating the original mortgage loan payment
schedule even though the lender accelerated the mortgage loan and final judgment
of foreclosure had been entered in state court (provided no foreclosure sale had
yet occurred) prior to the filing of the debtor's petition. Some courts with
federal bankruptcy jurisdiction have approved plans, based on the particular
facts of the case, that effected the curing of a mortgage loan default by paying
arrearages over a number of years.
If a Mortgage Loan is secured by property NOT consisting solely of the
debtor's principal residence, the Bankruptcy Code also permits such Mortgage
Loan to be modified. Such modifications may include reducing the amount of each
monthly payment, changing the rate of interest, altering the repayment schedule,
and reducing the lender's security interest to the value of the property, thus
leaving the lender in the position of a general unsecured creditor for the
difference between the value of the property and the outstanding balance of the
Mortgage Loan. Some courts have permitted such modifications when the Mortgage
Loan is secured both by the debtor's principal residence and by personal
property.
If a court relieves a borrower's obligation to repay amounts otherwise due
on a Mortgage Loan, the Servicer will not be required to advance such amounts,
and any loss in respect thereof will be borne by the Certificateholders.
The Internal Revenue Code of 1986, as amended, provides priority to certain
tax liens over the lien of the mortgage or deed of trust. The laws of some
states provide priority to certain tax liens over the lien of the mortgage or
deed of trust. Numerous federal and some state consumer protection laws impose
substantive requirements upon mortgage lenders in connection with the
origination, servicing and enforcement of mortgage loans. These laws include the
federal Truth in Lending Act, Real Estate Settlement Procedures Act, Equal
Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act, and
related statutes and regulations. These federal laws and state laws impose
specific statutory liabilities upon lenders who originate or service mortgage
loans and who fail to comply with the provisions of the law. In some cases, this
liability may affect assignees of the mortgage loans.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT AND SIMILAR LAWS
Generally, under the terms of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended (the "Relief Act"), a borrower who enters military service
after the origination of such borrower's Mortgage Loan (including a borrower who
is a member of the National Guard or is in reserve status at the time of the
origination of the Mortgage Loan and is later called to active duty) may not be
charged interest above an annual rate of 6% during the period of such borrower's
active duty status, unless a court orders otherwise upon application of the
lender. It is possible that such action could have an effect, for an
indeterminate period of time, on the ability of the Servicer to collect full
amounts of interest on certain of the Mortgage Loans in a Trust Estate. Any
shortfall in interest collections resulting from the application of the Relief
Act could result in losses to the holders of the Certificates of the related
Series. Further, the Relief Act imposes limitations which would impair the
ability of the Servicer to foreclose on an affected Mortgage Loan during the
borrower's period of active duty status. Thus, in the event that such a Mortgage
Loan goes into default, there may be delays and losses occasioned by the
inability to realize upon the Mortgaged Property in a timely fashion. Certain
states have enacted comparable legislation which may interfere with or affect
the ability of the Servicer to timely collect payments of principal and interest
on, or to foreclose on, Mortgage Loans of borrowers in such states who are
active or reserve members of the armed services.

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ENVIRONMENTAL CONSIDERATIONS
A lender may be subject to unforeseen environmental risks when taking a
security interest in real or personal property. Property subject to such a
security interest may be subject to federal, state, and local laws and
regulations relating to environmental protection. Such laws may regulate, among
other things: emissions of air pollutants; discharges of wastewater or storm
water; generation, transport, storage or disposal of hazardous waste or
hazardous substances; operation, closure and removal of underground storage
tanks; removal and disposal of asbestos-containing materials; management of
electrical or other equipment containing polychlorinated biphenyls ("PCBs").
Failure to comply with such laws and regulations may result in significant
penalties, including civil and criminal fines. Under the laws of certain states,
environmental contamination on a property may give rise to a lien on the
property to ensure the availability and/or reimbursement of cleanup costs.
Generally all subsequent liens on such property are subordinated to such a lien
and, in some states, even prior recorded liens are subordinated to such liens
("Superliens"). In the latter states, the security interest of the Trustee in a
property that is subject to such a Superlien could be adversely affected.
Under the federal Comprehensive Environmental Response, Compensation and
Liability Act, as amended ("CERCLA"), and under state law in certain states, a
secured party which takes a deed in lieu of foreclosure, purchases a mortgaged
property at a foreclosure sale, operates a mortgaged property or undertakes
certain types of activities that may constitute management of the mortgaged
property may become liable in certain circumstances for the costs of remedial
action ("Cleanup Costs") if hazardous wastes or hazardous substances have been
released or disposed of on the property. Such Cleanup Costs may be substantial.
CERCLA imposes strict, as well as joint and several liability for environmental
remediation and/or damage costs on several classes of "potentially responsible
parties," including current "owners and/or operators" of property, irrespective
of whether those owners or operators caused or contributed to contamination on
the property. In addition, owners and operators of properties that generate
hazardous substances that are disposed of at other "off-site" locations may held
strictly, jointly and severally liable for environmental remediation and/or
damages at those off-site locations. Many states also have laws that are similar
to CERCLA. Liability under CERCLA or under similar state law could exceed the
value of the property itself as well as the aggregate assets of the property
owner.
The law is unclear as to whether and under what precise circumstances
cleanup costs, or the obligation to take remedial actions, could be imposed on a
secured lender such as the Trust Estate. Under the laws of some states and under
CERCLA, a lender may be liable as an "owner or operator" for costs of addressing
releases or threatened releases of hazardous substances on a mortgaged property
if such lender or its agents or employees have "participated in the management"
of the operations of the borrower, even though the environmental damage or
threat was caused by a prior owner or current owner or operator or other third
party. Excluded from CERCLA's definition of "owner or operator," is a person
"who without participating in the management of ... [the] facility, holds
indicia of ownership primarily to protect his security interest" (the
"secured-creditor exemption"). This exemption for holders of a security interest
such as a secured lender applies only to the extent that a lender seeks to
protect its security interest in the contaminated facility or property. Thus, if
a lender's activities begin to encroach on the actual management of such
facility or property, the lender faces potential liability as an "owner or
operator" under CERCLA. Similarly, when a lender forecloses and takes title to a
contaminated facility or property, the lender may incur potential CERCLA
liability in various circumstances, including among others, when it holds the
facility or property as an investment (including leasing the facility or
property to a third party), fails to market the property in a timely fashion or
fails to properly address environmental conditions at the property or facility.
A decision in May 1990 of the United States Court of Appeals for the
Eleventh Circuit in UNITED STATES V. FLEET FACTORS CORP. very narrowly construed
CERCLA's secured-creditor exemption. The court's opinion suggested that a lender
need not have involved itself in the day-to-day operations of the facility or
participated in decisions relating to hazardous waste to be liable under CERCLA;
rather,

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liability could attach to a lender if its involvement with the management of the
facility were broad enough to support the inference that the lender had the
capacity to influence the borrower's treatment of hazardous waste. The court
added that a lender's capacity to influence such decisions could be inferred
from the extent of its involvement in the facility's financial management. A
subsequent decision by the United States Court of Appeals for the Ninth Circuit
in IN RE BERGSOE METAL CORP., apparently disagreeing with, but not expressly
contradicting, the FLEET FACTORS court, held that a secured lender had no
liability absent "some actual management of the facility" on the part of the
lender.
On April 29, 1992, the United States Environmental Protection Agency (the
"EPA") issued a final rule interpreting and delineating CERCLA's
secured-creditor exemption and the range of permissible actions that may be
undertaken by a holder of a contaminated facility without exceeding the bounds
of the secured-creditor exemption. However, on February 4, 1994, the United
States Court of Appeals for the District of Columbia Circuit in KELLEY V. EPA
invalidated the EPA rule. As a result of the KELLEY case, the state of the law
with respect to the secured creditor exemption was, until recently, very
unclear.
On September 28, 1996, Congress enacted, and on September 30, 1996 the
President signed into law, legislation intended to clarify the scope of the
secured creditor exemption. This legislation more clearly defines the kinds of
activities that would constitute "participation in management" and that
therefore would trigger liability for secured parties under CERCLA. It also
identified certain activities that ordinarily would not trigger liability,
provided, however, that such activities did not otherwise rise to the level of
"participation in management." The new law specifically reverses the FLEET
FACTORS "capacity to influence" standard. The new law also provides additional
protection against liability in the event of foreclosure. However, since the
courts have not yet had the opportunity to interpret the new statutory
provisions, the scope of the additional protections offered by the new law is
not fully defined. It also is important to note that the new legislation does
not offer complete protection to lenders and that the risk of liability remains.
If a secured lender does become liable, it may be entitled to bring an
action for contribution against the owner or operator who created the
environmental contamination or against some other liable party, but that person
or entity may be bankrupt or otherwise judgment-proof. It is therefore possible
that cleanup or other environmental liability costs could become a liability of
the Trust Estate and occasion a loss to the Trust Estate and to
Certificateholders in certain circumstances. The new secured creditor amendments
to CERCLA, also, would not necessarily affect the potential for liability in
actions by either a state or a private party under other federal or state laws
which may impose liability on "owners or operators" but do not incorporate the
secured-creditor exemption.
Traditionally, residential mortgage lenders have not taken steps to evaluate
whether hazardous wastes or hazardous substances are present with respect to any
mortgaged property prior to the origination of the mortgage loan or prior to
foreclosure or accepting a deed-in-lieu of foreclosure. Accordingly, neither the
Seller, Norwest Mortgage nor Norwest Funding has made such evaluations prior to
the origination of the Mortgage Loans, nor does Norwest Mortgage or Norwest
Funding require that such evaluations be made by originators who have sold the
Mortgage Loans to Norwest Mortgage. Neither the Seller nor Norwest Mortgage is
required to undertake any such evaluations prior to foreclosure or accepting a
deed-in-lieu of foreclosure. Neither the Seller nor the Master Servicer makes
any representations or warranties or assumes any liability with respect to: the
environmental condition of such 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 such Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
substance on or near such 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 such

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Mortgaged Property. See "The Trust Estates -- Mortgage Loans -- Representations
and Warranties" and "Servicing of the Mortgage Loans -- Enforcement of
Due-on-Sale Clauses; Realization Upon Defaulted Mortgage Loans" above.
"DUE-ON-SALE" CLAUSES
The forms of note, mortgage and deed of trust relating to conventional
Mortgage Loans may contain a "due-on-sale" clause permitting acceleration of the
maturity of a loan if the borrower transfers its interest in the property. In
recent years, court decisions and legislative actions placed substantial
restrictions on the right of lenders to enforce such clauses in many states.
However, effective October 15, 1982, Congress enacted the Garn-St Germain
Depository Institutions Act of 1982 (the "Garn Act") which purports to preempt
state laws which prohibit the enforcement of "due-on-sale" clauses by providing
among other matters, that "due-on-sale" clauses in certain loans (which loans
may include the Mortgage Loans) made after the effective date of the Garn Act
are enforceable, within certain limitations as set forth in the Garn Act and the
regulations promulgated thereunder. "Due-on-sale" clauses contained in mortgage
loans originated by federal savings and loan associations or federal savings
banks are fully enforceable pursuant to regulations of the Office of Thrift
Supervision ("OTS"), as successor to the Federal Home Loan Bank Board ("FHLBB"),
which preempt state law restrictions on the enforcement of such clauses.
Similarly, "due-on-sale" clauses in mortgage loans made by national banks and
federal credit unions are now fully enforceable pursuant to preemptive
regulations of the Comptroller of the Currency and the National Credit Union
Administration, respectively.
The Garn Act created a limited exemption from its general rule of
enforceability for "due-on-sale" clauses in certain mortgage loans ("Window
Period Loans") which were originated by non-federal lenders and made or assumed
in certain states ("Window Period States") during the period, prior to October
15, 1982, in which that state prohibited the enforcement of "due-on-sale"
clauses by constitutional provision, statute or statewide court decision (the
"Window Period"). Though neither the Garn Act nor the OTS regulations actually
names the Window Period States, the Federal Home Loan Mortgage Corporation has
taken the position, in prescribing mortgage loan servicing standards with
respect to mortgage loans which it has purchased, that the Window Period States
were: Arizona, Arkansas, California, Colorado, Georgia, Iowa, Michigan,
Minnesota, New Mexico, Utah and Washington. Under the Garn Act, unless a Window
Period State took action by October 15, 1985, the end of the Window Period, to
further regulate enforcement of "due-on-sale" clauses in Window Period Loans,
"due-on-sale" clauses would become enforceable even in Window Period Loans. Five
of the Window Period States (Arizona, Minnesota, Michigan, New Mexico and Utah)
have taken actions which restrict the enforceability of "due-on-sale" clauses in
Window Period Loans beyond October 15, 1985. The actions taken vary among such
states.
By virtue of the Garn Act, a Servicer may generally be permitted to
accelerate any conventional Mortgage Loan which contains a "due-on-sale" clause
upon transfer of an interest in the property subject to the mortgage or deed of
trust. With respect to any Mortgage Loan secured by a residence occupied or to
be occupied by the borrower, this ability to accelerate will not apply to
certain types of transfers, including (i) the granting of a leasehold interest
which has a term of three years or less and which does not contain an option to
purchase, (ii) a transfer to a relative resulting from the death of a borrower,
or a transfer where the spouse or children become an owner of the property in
each case where the transferee(s) will occupy the property, (iii) a transfer
resulting from a decree of dissolution of marriage, legal separation agreement
or from an incidental property settlement agreement by which the spouse becomes
an owner of the property, (iv) the creation of a lien or other encumbrance
subordinate to the lender's security instrument which does not relate to a
transfer of rights of occupancy in the property (provided that such lien or
encumbrance is not created pursuant to a contract for deed), (v) a transfer by
devise, descent or operation of law on the death of a joint tenant or tenant by
the entirety, (vi) a transfer into an INTER VIVOS trust in which the borrower is
the beneficiary and which does not relate to a transfer of rights of occupancy;
and (vii) other transfers as set forth in

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the Garn Act and the regulations thereunder. The extent of the effect of the
Garn Act on the average lives and delinquency rates of the Mortgage Loans cannot
be predicted. See "Prepayment and Yield Considerations."
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control Act
of 1980, enacted in March 1980 ("Title V"), provides that state usury
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. The OTS as successor to the
FHLBB is authorized to issue rules and regulations and to publish
interpretations governing implementation of Title V. The statute authorized any
state to reimpose interest rate limits by adopting before April 1, 1983, a law
or constitutional provision which expressly rejects application of the federal
law. Fifteen states have adopted laws reimposing or reserving the right to
reimpose interest rate limits. In addition, even where Title V is not so
rejected, any state is authorized to adopt a provision limiting certain other
loan charges.
The Seller will represent and warrant in the Pooling and Servicing Agreement
to the Trustee for the benefit of Certificateholders that all Mortgage Loans are
originated in full compliance with applicable state laws, including usury laws.
See "The Pooling and Servicing Agreement -- Assignment of Mortgage Loans to the
Trustee."
ENFORCEABILITY OF CERTAIN PROVISIONS
Standard forms of note, mortgage and deed of trust generally contain
provisions obligating the borrower to pay a late charge if payments are not
timely made and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon late charges which a lender may collect
from a borrower for delinquent payments. Certain states also limit the amounts
that a lender may collect from a borrower as an additional charge if the loan is
prepaid. Under the Pooling and Servicing Agreement, late charges and prepayment
fees (to the extent permitted by law and not waived by the Servicer) will be
retained by the Servicer as additional servicing compensation.
Courts have imposed general equitable principles upon foreclosure. These
equitable principles are generally designed to relieve the borrower from the
legal effect of defaults under the loan documents. Examples of judicial remedies
that may be fashioned include judicial requirements that the lender undertake
affirmative and expensive actions to determine the causes for the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have substituted their judgment for the lender's judgment
and have required lenders to reinstate loans or recast payment schedules to
accommodate borrowers who are suffering from temporary financial disability. In
some cases, courts have limited the right of lenders to foreclose if the default
under the mortgage instrument is not monetary, such as the borrower failing to
adequately maintain the property or the borrower executing a second mortgage or
deed of trust affecting the property. In other cases, some courts have been
faced with the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that borrowers under
the deeds of trust receive notices in addition to the statutorily-prescribed
minimum requirements. For the most part, these cases have upheld the notice
provisions as being reasonable or have found that the sale by a trustee under a
deed of trust or under a mortgage having a power of sale does not involve
sufficient state action to afford constitutional protections to the borrower.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following general discussion represents the opinion of Cadwalader,
Wickersham & Taft as to the anticipated material federal income tax consequences
of the purchase, ownership and disposition of Certificates. The discussion below
does not purport to address all federal income tax consequences that may be
applicable to particular categories of investors, some of which may be subject
to special rules. The authorities on which this discussion is based are subject
to change or differing interpretations, and any such change or interpretation
could apply retroactively. This discussion reflects the

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applicable provisions of the Code, as well as regulations (the "REMIC
Regulations") promulgated by the U.S. Department of the Treasury on December 23,
1992. Investors should consult their own tax advisors in determining the
federal, state, local and any other tax consequences to them of the purchase,
ownership and disposition of Certificates.
For purposes of this discussion, where the applicable Prospectus Supplement
provides for a Fixed Retained Yield with respect to the Mortgage Loans of a
Series of Certificates, references to the Mortgage Loans will be deemed to refer
to that portion of the Mortgage Loans held by the Trust Estate that does not
include the Fixed Retained Yield. References to a "Holder" or
"Certificateholder" in this discussion generally mean the beneficial owner of a
Certificate.
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
GENERAL
With respect to a particular Series of Certificates, an election may be made
to treat the Trust Estate or one or more segregated pools of assets therein as
one or more REMICs within the meaning of Code Section 860D. A Trust Estate or a
portion or portions thereof as to which one or more REMIC elections will be made
will be referred to as a "REMIC Pool." For purposes of this discussion,
Certificates of a Series as to which one or more REMIC elections are made are
referred to as "REMIC Certificates" and will consist of one or more Classes of
"Regular Certificates" and one Class of "Residual Certificates" in the case of
each REMIC Pool. Qualification as a REMIC requires ongoing compliance with
certain conditions. With respect to each Series of REMIC Certificates,
Cadwalader, Wickersham & Taft, counsel to the Seller, has advised the Seller
that in the firm's opinion, assuming (i) the making of an appropriate election,
(ii) compliance with the Pooling and Servicing Agreement, and (iii) compliance
with any changes in the law, including any amendments to the Code or applicable
Treasury regulations thereunder, each REMIC Pool will qualify as a REMIC. In
such case, the Regular Certificates will be considered to be "regular interests"
in the REMIC Pool and generally will be treated for federal income tax purposes
as if they were newly originated debt instruments, and the Residual Certificates
will be considered to be "residual interests" in the REMIC Pool. The Prospectus
Supplement for each Series of Certificates will indicate whether one or more
REMIC elections with respect to the related Trust Estate will be made, in which
event references to "REMIC" or "REMIC Pool" herein shall be deemed to refer to
each such REMIC Pool.
STATUS OF REMIC CERTIFICATES
REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of
Code Section 7701(a)(19)(C)(xi) in the same proportion that the assets of the
REMIC Pool would be treated as "loans . . . secured by an interest in real
property which is . . . residential property" within the meaning of Code Section
7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C).
REMIC Certificates held by a real estate investment trust will constitute "real
estate assets" within the meaning of Code Section 856(c)(5)(A), and interest on
the Regular Certificates and income with respect to Residual Certificates will
be considered "interest on obligations secured by mortgages on real property or
on interests in real property" within the meaning of Code Section 856(c)(3)(B)
in the same proportion that, for both purposes, the assets of the REMIC Pool
would be so treated. If at all times 95% or more of the assets of the REMIC Pool
qualify for each of the foregoing treatments, the REMIC Certificates will
qualify for the corresponding status in their entirety. For purposes of Code
Section 856(c)(5)(A), payments of principal and interest on the Mortgage Loans
that are reinvested pending distribution to holders of REMIC Certificates
qualify for such treatment. Where two REMIC Pools are a part of a tiered
structure they will be treated as one REMIC for purposes of the tests described
above respecting asset ownership of more or less than 95%. In addition, if the
assets of the REMIC include Buy-Down Loans, it is possible that the percentage
of such assets constituting "loans . . . secured by an interest in real property
which is . . . residential real property" for purposes of Code Section
7701(a)(19)(C)(v) may be required to be reduced by the amount of the related
Buy-Down Funds. REMIC Certificates held by a regulated investment company will
not constitute "Government securities" within the meaning of

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Code Section 851(b)(4)(A)(i). REMIC Certificates held by certain financial
institutions will constitute an "evidence of indebtedness" within the meaning of
Code Section 582(c)(1). The Small Business Job Protection Act of 1996 (the
"SBJPA of 1996") repealed the reserve method for bad debts of domestic building
and loan associations and mutual savings banks, and thus has eliminated the
asset category of "qualifying real property loans" in former Code Section 593(d)
for taxable years beginning after December 31, 1995. The requirement in the
SBJPA of 1996 that such institutions must "recapture" a portion of their
existing bad debt reserves is suspended if a certain portion of their assets are
maintained in "residential loans" under Code Section 7701(a)(19)(C)(v), but only
if such loans were made to acquire, construct or improve the related real
property and NOT for the purpose of refinancing. However, no effort will be made
to identify the portion of the Mortgage Loans of any Series meeting this
requirement, and no representation is made in this regard.
QUALIFICATION AS A REMIC
In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the
Code. The REMIC Pool must fulfill an asset test, which requires that no more
than a DE MINIMIS portion of the assets of the REMIC Pool, as of the close of
the third calendar month beginning after the "Startup Day" (which for purposes
of this discussion is the date of issuance of the REMIC Certificates) and at all
times thereafter, may consist of assets other than "qualified mortgages" and
"permitted investments." The REMIC Regulations provide a safe harbor pursuant to
which the DE MINIMIS requirement will be met if at all times the aggregate
adjusted basis of the nonqualified assets is less than 1% of the aggregate
adjusted basis of all the REMIC Pool's assets. An entity that fails to meet the
safe harbor may nevertheless demonstrate that it holds no more than a DE MINIMIS
amount of nonqualified assets. A REMIC Pool also must provide "reasonable
arrangements" to prevent its residual interests from being held by "disqualified
organizations" or agents thereof and must furnish applicable tax information to
transferors or agents that violate this requirement. See "Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates --
Disqualified Organizations."
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is purchased by the REMIC Pool within a three-month period
thereafter pursuant to a fixed price contract in effect on the Startup Day.
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,
and, generally, certificates of beneficial interest in a grantor trust that
holds mortgage loans and regular interests in another REMIC, such as lower-tier
regular interests in a tiered REMIC. The REMIC Regulations specify that loans
secured by timeshare interests and shares held by a tenant stockholder in a
cooperative housing corporation can be qualified mortgages. A qualified mortgage
includes a qualified replacement mortgage, which is any property that would have
been treated as a qualified mortgage if it were transferred to the REMIC Pool on
the Startup Day and that is received either (i) in exchange for any qualified
mortgage within a three-month period thereafter or (ii) in exchange for a
"defective obligation" within a two-year period thereafter. A "defective
obligation" includes (i) a mortgage in default or as to which default is
reasonably foreseeable, (ii) a mortgage as to which a customary representation
or warranty made at the time of transfer to the REMIC Pool has been breached,
(iii) a mortgage that was fraudulently procured by the mortgagor, and (iv) a
mortgage that was not in fact principally secured by real property (but only if
such mortgage is disposed of within 90 days of discovery). A Mortgage Loan that
is "defective" as described in clause (iv) that is not sold or, if within two
years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a
qualified mortgage after such 90-day period.
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool to provide
for payments of expenses of the REMIC Pool or

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amounts due on the regular or residual interests in the event of defaults
(including delinquencies) on the qualified mortgages, lower than expected
reinvestment returns, prepayment interest shortfalls and certain other
contingencies. The reserve fund will be disqualified if more than 30% of the
gross income from the assets in such fund for the year is derived from the sale
or other disposition of property held for less than three months, unless
required to prevent a default on the regular interests caused by a default on
one or more qualified mortgages. A reserve fund must be reduced "promptly and
appropriately" as payments on the Mortgage Loans are received. Foreclosure
property is real property acquired by the REMIC Pool in connection with the
default or imminent default of a qualified mortgage and generally held for not
more than two years, with extensions granted by the Internal Revenue Service.
In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool
must be either of the following: (i) one or more classes of regular interests or
(ii) a single class of residual interests on which distributions, if any, are
made pro rata. A regular interest is an interest in a REMIC Pool that is issued
on the Startup Day with fixed terms, is designated as a regular interest, and
unconditionally entitles the holder to receive a specified principal amount (or
other similar amount), and provides that interest payments (or other similar
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of
the interest payments on qualified mortgages. Such a specified portion may
consist of a fixed number of basis points, a fixed percentage of the total
interest, or a qualified variable rate, inverse variable rate or difference
between two fixed or qualified variable rates on some or all of the qualified
mortgages. The specified principal amount of a regular interest that provides
for interest payments consisting of a specified, nonvarying portion of interest
payments on qualified mortgages may be zero. A residual interest is an interest
in a REMIC Pool other than a regular interest that is issued on the Startup Day
and that is designated as a residual interest. An interest in a REMIC Pool may
be treated as a regular interest even if payments of principal with respect to
such interest are subordinated to payments on other regular interests or the
residual interest in the REMIC Pool, and are dependent on the absence of
defaults or delinquencies on qualified mortgages or permitted investments, lower
than reasonably expected returns on permitted investments, unanticipated
expenses incurred by the REMIC Pool or prepayment interest shortfalls.
Accordingly, the Regular Certificates of a Series will constitute one or more
classes of regular interests, and the Residual Certificates with respect to that
Series will constitute a single class of residual interests on which
distributions are made pro rata.
If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,
the Code provides that the entity will not be treated as a REMIC for such year
and thereafter. In this event, an entity with multiple classes of ownership
interests may be treated as a separate association taxable as a corporation
under Treasury regulations, and the Regular Certificates may be treated as
equity interests therein. The Code, however, authorizes the Treasury Department
to issue regulations that address situations where failure to meet one or more
of the requirements for REMIC status occurs inadvertently and in good faith, and
disqualification of the REMIC Pool would occur absent regulatory relief.
Investors should be aware, however, that the Conference Committee Report to the
Tax Reform Act of 1986 (the "1986 Act") indicates that the relief may be
accompanied by sanctions, such as the imposition of a corporate tax on all or a
portion of the REMIC Pool's income for the period of time in which the
requirements for REMIC status are not satisfied.
TAXATION OF REGULAR CERTIFICATES
GENERAL
In general, interest, original issue discount, and market discount on a
Regular Certificate will be treated as ordinary income to a holder of the
Regular Certificate (the "Regular Certificateholder"), and principal payments on
a Regular Certificate will be treated as a return of capital to the extent of

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the Regular Certificateholder's basis in the Regular Certificate allocable
thereto. Regular Certificateholders must use the accrual method of accounting
with regard to Regular Certificates, regardless of the method of accounting
otherwise used by such Regular Certificateholders.
ORIGINAL ISSUE DISCOUNT
Compound Interest Certificates will be, and other classes of Regular
Certificates may be, issued with "original issue discount" within the meaning of
Code Section 1273(a). Holders of any Class or Subclass of Regular Certificates
having original issue discount generally must include original issue discount in
ordinary income for federal income tax purposes as it accrues, in accordance
with a constant interest method that takes into account the compounding of
interest, in advance of receipt of the cash attributable to such income. The
following discussion is based in part on temporary and final Treasury
regulations issued on February 2, 1994, as amended on June 14, 1996, (the "OID
Regulations") under Code Sections 1271 through 1273 and 1275 and in part on the
provisions of the 1986 Act. Regular Certificateholders should be aware, however,
that the OID Regulations do not adequately address certain issues relevant to
prepayable securities, such as the Regular Certificates. To the extent such
issues are not addressed in such regulations, the Seller intends to apply the
methodology described in the Conference Committee Report to the 1986 Act. No
assurance can be provided that the Internal Revenue Service will not take a
different position as to those matters not currently addressed by the OID
Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing
the Internal Revenue Service to apply or depart from the OID Regulations where
necessary or appropriate to ensure a reasonable tax result in light of the
applicable statutory provisions. A tax result will not be considered
unreasonable under the anti-abuse rule in the absence of a substantial effect on
the present value of a taxpayer's tax liability. Investors are advised to
consult their own tax advisors as to the discussion herein and the appropriate
method for reporting interest and original issue discount with respect to the
Regular Certificates.
Each Regular Certificate (except to the extent described below with respect
to a Regular Certificate on which principal is distributed in a single
installment or by lots of specified principal amounts upon the request of a
Certificateholder or by random lot (a "Non-Pro Rata Certificate")) will be
treated as a single installment obligation for purposes of determining the
original issue discount includible in a Regular Certificateholder's income. The
total amount of original issue discount on a Regular Certificate is the excess
of the "stated redemption price at maturity" of the Regular Certificate over its
"issue price." The issue price of a Class of Regular Certificates offered
pursuant to this Prospectus generally is the first price at which a substantial
amount of such Class is sold to the public (excluding bond houses, brokers and
underwriters). Although unclear under the OID Regulations, the Seller intends to
treat the issue price of a Class as to which there is no substantial sale as of
the issue date or that is retained by the Seller as the fair market value of
that Class as of the issue date. The issue price of a Regular Certificate also
includes any amount paid by an initial Regular Certificateholder for accrued
interest that relates to a period prior to the issue date of the Regular
Certificate, unless the Regular Certificateholder elects on its federal income
tax return to exclude such amount from the issue price and to recover it on the
first Distribution Date. The stated redemption price at maturity of a Regular
Certificate always includes the original principal amount of the Regular
Certificate, but generally will not include distributions of interest if such
distributions constitute "qualified stated interest." Under the OID Regulations,
qualified stated interest generally means interest payable at a single fixed
rate or a qualified variable rate (as described below) provided that such
interest payments are unconditionally payable at intervals of one year or less
during the entire term of the Regular Certificate. Because there is no penalty
or default remedy in the case of nonpayment of interest with respect to a
Regular Certificate, it is possible that no interest on any Class of Regular
Certificates will be treated as qualified stated interest. However, except as
provided in the following three sentences or in the applicable Prospectus
Supplement, because the underlying Mortgage Loans provide for remedies in the
event of default, the Seller intends to treat interest with respect to the
Regular Certificates as qualified stated interest. Distributions of interest on
a Compound Interest Certificate, or on other Regular Certificates with respect
to which deferred interest

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will accrue, will not constitute qualified stated interest, in which case the
stated redemption price at maturity of such Regular Certificates includes all
distributions of interest as well as principal thereon. Likewise, the Seller
intends to treat an interest-only Class or a Class on which interest is
substantially disproportionate to its principal amount (a so-called
"super-premium" Class) as having no qualified stated interest. Where the
interval between the issue date and the first Distribution Date on a Regular
Certificate is shorter than the interval between subsequent Distribution Dates,
the interest attributable to the additional days will be included in the stated
redemption price at maturity.
Under a DE MINIMIS rule, original issue discount on a Regular Certificate
will be considered to be zero if such original issue discount is less than 0.25%
of the stated redemption price at maturity of the Regular Certificate multiplied
by the weighted average maturity of the Regular Certificate. For this purpose,
the weighted average maturity of the Regular Certificate is computed as the sum
of the amounts determined by multiplying the number of full years (I.E.,
rounding down partial years) from the issue date until each distribution in
reduction of stated redemption price at maturity is scheduled to be made by a
fraction, the numerator of which is the amount of each distribution included in
the stated redemption price at maturity of the Regular Certificate and the
denominator of which is the stated redemption price at maturity of the Regular
Certificate. The Conference Committee Report to the 1986 Act provides that the
schedule of such distributions should be determined in accordance with the
assumed rate of prepayment of the Mortgage Loans (the "Prepayment Assumption")
and the anticipated reinvestment rate, if any, relating to the Regular
Certificates. The Prepayment Assumption with respect to a Series of Regular
Certificates will be set forth in the applicable Prospectus Supplement. Holders
generally must report DE MINIMIS original issue discount pro rata as principal
payments are received, and such income will be capital gain if the Regular
Certificate is held as a capital asset. Under the OID Regulations, however,
Regular Certificateholders may elect to accrue all DE MINIMIS original issue
discount as well as market discount and market premium, under the constant yield
method. See "Election to Treat All Interest Under the Constant Yield Method."
A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original
issue discount on the Regular Certificate accrued during an accrual period for
each day on which it holds the Regular Certificate, including the date of
purchase but excluding the date of disposition. The Seller will treat the
monthly period ending on the day before each Distribution Date as the accrual
period. With respect to each Regular Certificate, a calculation will be made of
the original issue discount that accrues during each successive full accrual
period (or shorter period from the date of original issue) that ends on the day
before the related Distribution Date on the Regular Certificate. The Conference
Committee Report to the 1986 Act states that the rate of accrual of original
issue discount is intended to be based on the Prepayment Assumption. Other than
as discussed below with respect to a Non-Pro Rata Certificate, the original
issue discount accruing in a full accrual period would be the excess, if any, of
(i) the sum of (a) the present value of all of the remaining distributions to be
made on the Regular Certificate as of the end of that accrual period, and (b)
the distributions made on the Regular Certificate during the accrual period that
are included in the Regular Certificate's stated redemption price at maturity,
over (ii) the adjusted issue price of the Regular Certificate at the beginning
of the accrual period. The present value of the remaining distributions referred
to in the preceding sentence is calculated based on (i) the yield to maturity of
the Regular Certificate at the issue date, (ii) events (including actual
prepayments) that have occurred prior to the end of the accrual period, and
(iii) the Prepayment Assumption. For these purposes, the adjusted issue price of
a Regular Certificate at the beginning of any accrual period equals the issue
price of the Regular Certificate, increased by the aggregate amount of original
issue discount with respect to the Regular Certificate that accrued in all prior
accrual periods and reduced by the amount of distributions included in the
Regular Certificate's stated redemption price at maturity that were made on the
Regular Certificate in such prior periods. The original issue discount accruing
during any accrual period (as determined in this paragraph) will then be divided
by

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the number of days in the period to determine the daily portion of original
issue discount for each day in the period. With respect to an initial accrual
period shorter than a full accrual period, the daily portions of original issue
discount must be determined according to an appropriate allocation under any
reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the Mortgage Loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the Mortgage Loans with respect to a Series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain Classes of Regular Certificates and either an
increase or decrease in the daily portions of original issue discount with
respect to such Regular Certificates.
In the case of a Non-Pro Rata Certificate, the Seller intends to determine
the yield to maturity of such Certificate based upon the anticipated payment
characteristics of the Class as a whole under the Prepayment Assumption. In
general, the original issue discount accruing on each Non-Pro Rata Certificate
in a full accrual period would be its allocable share of the original issue
discount with respect to the entire Class, as determined in accordance with the
preceding paragraph. However, in the case of a distribution in retirement of the
entire unpaid principal balance of any Non-Pro Rata Certificate (or portion of
such unpaid principal balance), (a) the remaining unaccrued original issue
discount allocable to such Certificate (or to such portion) will accrue at the
time of such distribution, and (b) the accrual of original issue discount
allocable to each remaining Certificate of such Class (or the remaining unpaid
principal balance of a partially redeemed Non-Pro Rata Certificate after a
distribution of principal has been received) will be adjusted by reducing the
present value of the remaining payments on such Class and the adjusted issue
price of such Class to the extent attributable to the portion of the unpaid
principal balance thereof that was distributed. The Seller believes that the
foregoing treatment is consistent with the "pro rata prepayment" rules of the
OID Regulations, but with the rate of accrual of original issue discount
determined based on the Prepayment Assumption for the Class as a whole.
Investors are advised to consult their tax advisors as to this treatment.
ACQUISITION PREMIUM
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over such adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, such
a subsequent purchaser may elect to treat all such acquisition premium under the
constant yield method, as described below under the heading "Election to Treat
All Interest Under the Constant Yield Method."
VARIABLE RATE REGULAR CERTIFICATES
Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate if,
generally, (i) the issue price does not exceed the original principal balance by
more than a specified amount and (ii) the interest compounds or is payable at
least annually at current values of (a) one or more "qualified floating rates,"
(b) a single fixed rate and one or more qualified floating rates, (c) a single
"objective rate," or (d) a single fixed rate and a single objective rate that is
a "qualified inverse floating rate." A floating rate is a qualified floating
rate if variations in the rate can reasonably be expected to measure
contemporaneous variations in the cost of newly borrowed funds, where such rate
is subject to a fixed multiple that is greater than 0.65 but not more than 1.35.
Such rate may also be increased or decreased by a fixed spread or subject to a
fixed cap or floor, or a cap or floor that is not reasonably expected as of the
issue date to affect the yield of the instrument significantly. An objective
rate is any rate (other than a

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qualified floating rate) that is determined using a single fixed formula and
that is based on objective financial or economic information, provided that such
information is not (i) within the control of the issuer or a related party or
(ii) unique to the circumstances of the issuer or a related party. A qualified
inverse floating rate is a rate equal to a fixed rate minus a qualified floating
rate that inversely reflects contemporaneous variations in the cost of newly
borrowed funds; an inverse floating rate that is not a qualified inverse
floating rate may nevertheless be an objective rate. A Class of Regular
Certificates may be issued under this Prospectus that does not have a variable
rate under the foregoing rules, for example, a Class that bears different rates
at different times during the period it is outstanding such that it is
considered significantly "front-loaded" or "back-loaded" within the meaning of
the OID Regulations. It is possible that such a Class may be considered to bear
"contingent interest" within the meaning of the OID Regulations. The OID
Regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to Regular Certificates. However, if final
regulations dealing with contingent interest with respect to Regular
Certificates apply the same principles as the OID Regulations, such regulations
may lead to different timing of income inclusion than would be the case under
the OID Regulations. Furthermore, application of such principles could lead to
the characterization of gain on the sale of contingent interest Regular
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate treatment of any Regular Certificate that does not pay
interest at a fixed rate or variable rate as described in this paragraph.
Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to current
values of a variable rate (or the highest, lowest or average of two or more
variable rates, including a rate based on the average cost of funds of one or
more financial institutions), or a positive or negative multiple of such a rate
(plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the Mortgage Loans, including such a
rate that is subject to one or more caps or floors, or (ii) bearing one or more
such variable rates for one or more periods, or one or more fixed rates for one
or more periods, and a different variable rate or fixed rate for other periods,
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise
indicated in the applicable Prospectus Supplement, the Seller intends to treat
Regular Certificates that qualify as regular interests under this rule in the
same manner as obligations bearing a variable rate for original issue discount
reporting purposes.
The amount of original issue discount with respect to a Regular Certificate
bearing a variable rate of interest will accrue in the manner described above
under "Original Issue Discount," with the yield to maturity and future payments
on such Regular Certificate generally to be determined by assuming that interest
will be payable for the life of the Regular Certificate based on the initial
rate (or, if different, the value of the applicable variable rate as of the
pricing date) for the relevant Class. Unless required otherwise by applicable
final regulations, the Seller intends to treat such variable interest as
qualified stated interest, other than variable interest on an interest-only or
super-premium Class, which will be treated as non-qualified stated interest
includible in the stated redemption price at maturity. Ordinary income
reportable for any period will be adjusted based on subsequent changes in the
applicable interest rate index.
Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, the Seller intends to treat Regular Certificates
bearing an interest rate that is a weighted average of the net interest rates on
Mortgage Loans as having qualified stated interest, except to the extent that
initial "teaser" rates cause sufficiently "back-loaded" interest to create more
than DE MINIMIS original issue discount. The yield on such Regular Certificates
for purposes of accruing original issue discount will be a hypothetical fixed
rate based on the fixed rates, in the case of fixed rate Mortgage Loans, and
initial "teaser rates" followed by fully indexed rates, in the case of
adjustable rate Mortgage Loans. In the case of adjustable rate Mortgage Loans,
the applicable index used to compute interest on the Mortgage Loans in effect on
the pricing date (or possibly the issue date) will be deemed to be in effect
beginning with the period in which the first weighted average adjustment

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date occurring after the issue date occurs. Adjustments will be made in each
accrual period either increasing or decreasing the amount of ordinary income
reportable to reflect the actual Pass-Through Rate on the Regular Certificates.
MARKET DISCOUNT
A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Sections 1276 through 1278. Under these sections and the
principles applied by the OID Regulations in the context of original issue
discount, "market discount" is the amount by which the purchaser's original
basis in the Regular Certificate (i) is exceeded by the then-current principal
amount of the Regular Certificate, or (ii) in the case of a Regular Certificate
having original issue discount, is exceeded by the adjusted issue price of such
Regular Certificate at the time of purchase. Such purchaser generally will be
required to recognize ordinary income to the extent of accrued market discount
on such Regular Certificate as distributions includible in the stated redemption
price at maturity thereof are received, in an amount not exceeding any such
distribution. Such market discount would accrue in a manner to be provided in
Treasury regulations and should take into account the Prepayment Assumption. The
Conference Committee Report to the 1986 Act provides that until such regulations
are issued, such market discount would accrue either (i) on the basis of a
constant interest rate, or (ii) in the ratio of stated interest allocable to the
relevant period to the sum of the interest for such period plus the remaining
interest as of the end of such period, or in the case of a Regular Certificate
issued with original issue discount, in the ratio of original issue discount
accrued for the relevant period to the sum of the original issue discount
accrued for such period plus the remaining original issue discount as of the end
of such period. Such purchaser also generally will be required to treat a
portion of any gain on a sale or exchange of the Regular Certificate as ordinary
income to the extent of the market discount accrued to the date of disposition
under one of the foregoing methods, less any accrued market discount previously
reported as ordinary income as partial distributions in reduction of the stated
redemption price at maturity were received. Such purchaser will be required to
defer deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a Regular Certificate over the
interest distributable thereon. The deferred portion of such interest expense in
any taxable year generally will not exceed the accrued market discount on the
Regular Certificate for such year. Any such deferred interest expense is, in
general, allowed as a deduction not later than the year in which the related
market discount income is recognized or the Regular Certificate is disposed of.
As an alternative to the inclusion of market discount in income on the foregoing
basis, the Regular Certificateholder may elect to include market discount in
income currently as it accrues on all market discount instruments acquired by
such Regular Certificateholder in that taxable year or thereafter, in which case
the interest deferral rule will not apply. See "Election to Treat All Interest
Under the Constant Yield Method" below regarding an alternative manner in which
such election may be deemed to be made.
By analogy to the OID Regulations, market discount with respect to a Regular
Certificate will be considered to be zero if such market discount is less than
0.25% of the remaining stated redemption price at maturity of such Regular
Certificate multiplied by the weighted average maturity of the Regular
Certificate (determined as described above in the third paragraph under
"Original Issue Discount") remaining after the date of purchase. It appears that
DE MINIMIS market discount would be reported in a manner similar to DE MINIMIS
original issue discount. See "Original Issue Discount" above. Treasury
regulations implementing the market discount rules have not yet been issued, and
therefore investors should consult their own tax advisors regarding the
application of these rules. Investors should also consult Revenue Procedure
92-67 concerning the elections to include market discount in income currently
and to accrue market discount on the basis of the constant yield method.
PREMIUM
A Regular Certificate purchased at a cost greater than its remaining stated
redemption price at maturity generally is considered to be purchased at a
premium. If the Regular Certificateholder holds such Regular Certificate as a
"capital asset" within the meaning of Code Section 1221, the Regular
Certificateholder may elect under Code Section 171 to amortize such premium
under the constant

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yield method. Such election will apply to all debt obligations acquired by the
Regular Certificateholder at a premium held in that taxable year or thereafter,
unless revoked with the permission of the Internal Revenue Service. The
Conference Committee Report to the 1986 Act indicates a Congressional intent
that the same rules that apply to the accrual of market discount on installment
obligations will also apply to amortizing bond premium under Code Section 171 on
installment obligations such as the Regular Certificates, although it is unclear
whether the alternatives to the constant interest method described above under
"Market Discount" are available. Amortizable bond premium will be treated as an
offset to interest income on a Regular Certificate, rather than as a separate
deduction item. See "Election to Treat All Interest Under the Constant Yield
Method" below regarding an alternative manner in which the Code Section 171
election may be deemed to be made.
ELECTION TO TREAT ALL INTEREST UNDER THE CONSTANT YIELD METHOD
A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to such an election, (i) "interest" includes stated interest, original issue
discount, DE MINIMIS original issue discount, market discount and DE MINIMIS
market discount, as adjusted by any amortizable bond premium or acquisition
premium and (ii) the debt instrument is treated as if the instrument were issued
on the holder's acquisition date in the amount of the holder's adjusted basis
immediately after acquisition. It is unclear whether, for this purpose, the
initial Prepayment Assumption would continue to apply or if a new prepayment
assumption as of the date of the holder's acquisition would apply. A holder
generally may make such an election on an instrument by instrument basis or for
a class or group of debt instruments. However, if the holder makes such an
election with respect to a debt instrument with amortizable bond premium or with
market discount, the holder is deemed to have made elections to amortize bond
premium or to report market discount income currently as it accrues under the
constant yield method, respectively, for all premium bonds held or market
discount bonds acquired by the holder in the same taxable year or thereafter.
The election is made on the holder's federal income tax return for the year in
which the debt instrument is acquired and is irrevocable except with the
approval of the Internal Revenue Service. Investors should consult their own tax
advisors regarding the advisability of making such an election.
TREATMENT OF LOSSES
Regular Certificateholders will be required to report income with respect to
Regular Certificates on the accrual method of accounting, without giving effect
to delays or reductions in distributions attributable to defaults or
delinquencies on the Mortgage Loans, except to the extent it can be established
that such losses are uncollectible. Accordingly, the holder of a Regular
Certificate, particularly a Subordinated Certificate, may have income, or may
incur a diminution in cash flow as a result of a default or delinquency, but may
not be able to take a deduction (subject to the discussion below) for the
corresponding loss until a subsequent taxable year. In this regard, investors
are cautioned that while they may generally cease to accrue interest income if
it reasonably appears that the interest will be uncollectible, the Internal
Revenue Service may take the position that original issue discount must continue
to be accrued in spite of its uncollectibility until the debt instrument is
disposed of in a taxable transaction or becomes worthless in accordance with the
rules of Code Section 166. To the extent the rules of Code Section 166 regarding
bad debts are applicable, it appears that Regular Certificateholders that are
corporations or that otherwise hold the Regular Certificates in connection with
a trade or business should in general be allowed to deduct as an ordinary loss
such loss with respect to principal sustained during the taxable year on account
of any such Regular Certificates becoming wholly or partially worthless, and
that, in general, Regular Certificateholders that are not corporations and do
not hold the Regular Certificates in connection with a trade or business should
be allowed to deduct as a short-term capital loss any loss sustained during the
taxable year on account of a portion of any such Regular Certificates becoming
wholly worthless. Although the matter is not free from doubt, such non-corporate
Regular Certificateholders should be allowed a bad debt deduction at such time
as the principal balance of such Regular Certificates is reduced to reflect
losses resulting

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from any liquidated Mortgage Loans. The Internal Revenue Service, however, could
take the position that non-corporate holders will be allowed a bad debt
deduction to reflect such losses only after all the Mortgage Loans remaining in
the Trust Estate have been liquidated or the applicable Class of Regular
Certificates has been otherwise retired. The Internal Revenue Service could also
assert that losses on the Regular Certificates are deductible based on some
other method that may defer such deductions for all holders, such as reducing
future cash flow for purposes of computing original issue discount. This may
have the effect of creating "negative" original issue discount which would be
deductible only against future positive original issue discount or otherwise
upon termination of the Class. Regular
Certificateholders are urged to consult their own tax advisors regarding the
appropriate timing, amount and character of any loss sustained with respect to
such Regular Certificates. While losses attributable to interest previously
reported as income should be deductible as ordinary losses by both corporate and
non-corporate holders, the Internal Revenue Service may take the position that
losses attributable to accrued original issue discount may only be deducted as
capital losses in the case of non-corporate holders who do not hold the Regular
Certificates in connection with a trade or business. Special loss rules are
applicable to banks and thrift institutions, including rules regarding reserves
for bad debts. Such taxpayers are advised to consult their tax advisors
regarding the treatment of losses on Regular Certificates.
SALE OR EXCHANGE OF REGULAR CERTIFICATES
If a Regular Certificateholder sells or exchanges a Regular Certificate, the
Regular Certificateholder will recognize gain or loss equal to the difference,
if any, between the amount received and its adjusted basis in the Regular
Certificate. The adjusted basis of a Regular Certificate generally will equal
the cost of the Regular Certificate to the seller, increased by any original
issue discount or market discount previously included in the seller's gross
income with respect to the Regular Certificate and reduced by amounts included
in the stated redemption price at maturity of the Regular Certificate that were
previously received by the seller, by any amortized premium and by any
recognized losses.
Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate as
a capital asset will be capital gain or loss and will be long-term or short-term
depending on whether the Regular Certificate has been held for the long-term
capital gain holding period (currently, more than one year). Such gain will be
treated as ordinary income (i) if a Regular Certificate is held as part of a
"conversion transaction" as defined in Code Section 1258(c), up to the amount of
interest that would have accrued on the Regular Certificateholder's net
investment in the conversion transaction at 120% of the appropriate applicable
Federal rate under Code Section 1274(d) in effect at the time the taxpayer
entered into the transaction minus any amount previously treated as ordinary
income with respect to any prior disposition of property that was held as part
of such transaction, (ii) in the case of a non-corporate taxpayer, to the extent
such taxpayer has made an election under Code Section 163(d)(4) to have net
capital gains taxed as investment income at ordinary income rates, or (iii) to
the extent that such gain does not exceed the excess, if any, of (a) the amount
that would have been includible in the gross income of the holder if its yield
on such Regular Certificate were 110% of the applicable Federal rate as of the
date of purchase, over (b) the amount of income actually includible in the gross
income of such holder with respect to such Regular Certificate. In addition,
gain or loss recognized from the sale of a Regular Certificate by certain banks
or thrift institutions will be treated as ordinary income or loss pursuant to
Code Section 582(c). Pursuant to the Revenue Reconciliation Act of 1993, capital
gains of certain non-corporate taxpayers are subject to a lower maximum tax rate
than ordinary income of such taxpayers. The maximum tax rate for corporations is
the same with respect to both ordinary income and capital gains.

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TAXATION OF RESIDUAL CERTIFICATES
TAXATION OF REMIC INCOME
Generally, the "daily portions" of REMIC taxable income or net loss will be
includible as ordinary income or loss in determining the federal taxable income
of holders of Residual Certificates ("Residual Holders"), and will not be taxed
separately to the REMIC Pool. The daily portions of REMIC taxable income or net
loss of a Residual Holder are determined by allocating the REMIC Pool's taxable
income or net loss for each calendar quarter ratably to each day in such quarter
and by allocating such daily portion among the Residual Holders in proportion to
their respective holdings of Residual Certificates in the REMIC Pool on such
day. REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting, except
that (i) the limitations on deductibility of investment interest expense and
expenses for the production of income do not apply, (ii) all bad loans will be
deductible as business bad debts, and (iii) the limitation on the deductibility
of interest and expenses related to tax-exempt income will apply. The REMIC
Pool's gross income includes interest, original issue discount income, and
market discount income, if any, on the Mortgage Loans, reduced by amortization
of any premium on the Mortgage Loans, plus income from amortization of issue
premium, if any, on the Regular Certificates, plus income on reinvestment of
cash flows and reserve assets, plus any cancellation of indebtedness income upon
allocation of realized losses to the Regular Certificates. The REMIC Pool's
deductions include interest and original issue discount expense on the Regular
Certificates, servicing fees on the Mortgage Loans, other administrative
expenses of the REMIC Pool and realized losses on the Mortgage Loans. The
requirement that Residual Holders report their pro rata share of taxable income
or net loss of the REMIC Pool will continue until there are no Certificates of
any class of the related Series outstanding.
The taxable income recognized by a Residual Holder in any taxable year will
be affected by, among other factors, the relationship between the timing of
recognition of interest and original issue discount or market discount income or
amortization of premium with respect to the Mortgage Loans, on the one hand, and
the timing of deductions for interest (including original issue discount) or
income from amortization of issue premium on the Regular Certificates, on the
other hand. In the event that an interest in the Mortgage Loans is acquired by
the REMIC Pool at a discount, and one or more of such Mortgage Loans is prepaid,
the Residual Holder may recognize taxable income without being entitled to
receive a corresponding amount of cash because (i) the prepayment may be used in
whole or in part to make distributions in reduction of principal or Stated
Amount on the Regular Certificates, and (ii) the discount on the Mortgage Loans
which is includible in income may exceed the deduction allowed upon such
distributions on those Regular Certificates on account of any unaccrued original
issue discount relating to those Regular Certificates. When there is more than
one Class of Regular Certificates that distribute principal or payments in
reduction of Stated Amount sequentially, this mismatching of income and
deductions is particularly likely to occur in the early years following issuance
of the Regular Certificates when distributions in reduction of principal or
Stated Amount are being made in respect of earlier Classes of Regular
Certificates to the extent that such Classes are not issued with substantial
discount or are issued at a premium. If taxable income attributable to such a
mismatching is realized, in general, losses would be allowed in later years as
distributions on the later maturing Classes of Regular Certificates are made.
Taxable income may also be greater in earlier years than in later years as a
result of the fact that interest expense deductions, expressed as a percentage
of the outstanding principal amount of such a Series of Regular Certificates,
may increase over time as distributions in reduction of principal or Stated
Amount are made on the lower yielding Classes of Regular Certificates, whereas,
to the extent the REMIC Pool consists of fixed rate Mortgage Loans, interest
income with respect to any given Mortgage Loan will remain constant over time as
a percentage of the outstanding principal amount of that loan. Consequently,
Residual Holders must have sufficient other sources of cash to pay any federal,
state, or local income taxes due as a result of such mismatching or unrelated
deductions against which to offset such income, subject to the discussion of
"excess inclusions" below under "-- Limitations on Offset or Exemption of REMIC
Income." The timing of such mismatching of income and deductions described in
this paragraph, if present with respect to a Series of Certificates, may have a
significant adverse effect upon a Residual Holder's after-

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tax rate of return. In addition, a Residual Holder's taxable income during
certain periods may exceed the income reflected by such Residual Holder for such
periods in accordance with generally accepted accounting principles. Investors
should consult their own accountants concerning the accounting treatment of
their investment in Residual Certificates.
BASIS AND LOSSES
The amount of any net loss of the REMIC Pool that may be taken into account
by the Residual Holder is limited to the adjusted basis of the Residual
Certificate as of the close of the quarter (or time
of disposition of the Residual Certificate if earlier), determined without
taking into account the net loss for the quarter. The initial adjusted basis of
a purchaser of a Residual Certificate is the amount paid for such Residual
Certificate. Such adjusted basis will be increased by the amount of taxable
income of the REMIC Pool reportable by the Residual Holder and will be decreased
(but not below zero), first, by a cash distribution from the REMIC Pool and,
second, by the amount of loss of the REMIC Pool reportable by the Residual
Holder. Any loss that is disallowed on account of this limitation may be carried
over indefinitely with respect to the Residual Holder as to whom such loss was
disallowed and may be used by such Residual Holder only to offset any income
generated by the same REMIC Pool.
A Residual Holder will not be permitted to amortize directly the cost of its
Residual Certificate as an offset to its share of the taxable income of the
related REMIC Pool. However, that taxable income will not include cash received
by the REMIC Pool that represents a recovery of the REMIC Pool's basis in its
assets. Such recovery of basis by the REMIC Pool will have the effect of
amortization of the issue price of the Residual Certificates over their life.
However, in view of the possible acceleration of the income of Residual Holders
described above under "Taxation of REMIC Income," the period of time over which
such issue price is effectively amortized may be longer than the economic life
of the Residual Certificates.
A Residual Certificate may have a negative value if the net present value of
anticipated tax liabilities exceeds the present value of anticipated cash flows.
The REMIC Regulations appear to treat the issue price of such a residual
interest as zero rather than such negative amount for purposes of determining
the REMIC Pool's basis in its assets. The preamble to the REMIC Regulations
states that the Internal Revenue Service may provide future guidance on the
proper tax treatment of payments made by a transferor of such a residual
interest to induce the transferee to acquire the interest, and Residual Holders
should consult their own tax advisors in this regard.
Further, to the extent that the initial adjusted basis of a Residual Holder
(other than an original holder) in the Residual Certificate is greater than the
corresponding portion of the REMIC Pool's basis in the Mortgage Loans, the
Residual Holder will not recover a portion of such basis until termination of
the REMIC Pool unless future Treasury regulations provide for periodic
adjustments to the REMIC income otherwise reportable by such holder. The REMIC
Regulations currently in effect do not so provide. See "-- Treatment of Certain
Items of REMIC Income and Expense -- Market Discount" below regarding the basis
of Mortgage Loans to the REMIC Pool and "Sale or Exchange of a Residual
Certificate" below regarding possible treatment of a loss upon termination of
the REMIC Pool as a capital loss.
TREATMENT OF CERTAIN ITEMS OF REMIC INCOME AND EXPENSE
Although the Seller intends to compute REMIC income and expense in
accordance with the Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. The Seller makes no representation as to the specific
method that it will use for reporting income with respect to the Mortgage Loans
and expenses with respect to the Regular Certificates and different methods
could result in different timing of reporting of taxable income or net loss to
Residual Holders or differences in capital gain versus ordinary income.

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ORIGINAL ISSUE DISCOUNT AND PREMIUM. Generally, the REMIC Pool's deductions
for original issue discount and income from amortization of issue premium will
be determined in the same manner as original issue discount income on Regular
Certificates as described above under "Taxation of Regular Certificates --
Original Issue Discount" and "-- Variable Rate Regular Certificates," without
regard to the DE MINIMIS rule described therein, and "-- Premium."
MARKET DISCOUNT. The REMIC Pool will have market discount income in respect
of Mortgage Loans if, in general, the basis of the REMIC Pool in such Mortgage
Loans is exceeded by their unpaid principal balances. The REMIC Pool's basis in
such Mortgage Loans is generally the fair market value of the Mortgage Loans
immediately after the transfer thereof to the REMIC Pool. The REMIC Regulations
provide that such basis is equal in the aggregate to the issue prices of all
regular and residual interests in the REMIC Pool. The accrued portion of such
market discount would be recognized currently as an item of ordinary income in a
manner similar to original issue discount. Market discount income generally
should accrue in the manner described above under "Taxation of Regular
Certificates -- Market Discount."
PREMIUM. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be considered
to have acquired such Mortgage Loans at a premium equal to the amount of such
excess. As stated above, the REMIC Pool's basis in Mortgage Loans is the fair
market value of the Mortgage Loans, based on the aggregate of the issue prices
of the regular and residual interests in the REMIC Pool immediately after the
transfer thereof to the REMIC Pool. In a manner analogous to the discussion
above under "Taxation of Regular Certificates -- Premium," a person that holds a
Mortgage Loan as a capital asset under Code Section 1221 may elect under Code
Section 171 to amortize premium on Mortgage Loans originated after September 27,
1985 under the constant yield method. Amortizable bond premium will be treated
as an offset to interest income on the Mortgage Loans, rather than as a separate
deduction item. Because substantially all of the mortgagors on the Mortgage
Loans are expected to be individuals, Code Section 171 will not be available for
premium on Mortgage Loans originated on or prior to September 27, 1985. Premium
with respect to such Mortgage Loans may be deductible in accordance with a
reasonable method regularly employed by the holder thereof. The allocation of
such premium pro rata among principal payments should be considered a reasonable
method; however, the Internal Revenue Service may argue that such premium should
be allocated in a different manner, such as allocating such premium entirely to
the final payment of principal.
LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME
A portion (or all) of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Holder will be subject to special
treatment. That portion, referred to as the "excess inclusion," is equal to the
excess of REMIC taxable income for the calendar quarter allocable to a Residual
Certificate over the daily accruals for such quarterly period of (i) 120% of the
long-term applicable Federal rate that would have applied to the Residual
Certificate (if it were a debt instrument) on the Startup Day under Code Section
1274(d), multiplied by (ii) the adjusted issue price of such Residual
Certificate at the beginning of such quarterly period. For this purpose, the
adjusted issue price of a Residual Certificate at the beginning of a quarter is
the issue price of the Residual Certificate, plus the amount of such daily
accruals of REMIC income described in this paragraph for all prior quarters,
decreased by any distributions made with respect to such Residual Certificate
prior to the beginning of such quarterly period. Accordingly, the portion of the
REMIC Pool's taxable income that will be treated as excess inclusions will be a
larger portion of such income as the adjusted issue price of the Residual
Certificates diminishes.
The portion of a Residual Holder's REMIC taxable income consisting of the
excess inclusions generally may not be offset by other deductions, including net
operating loss carryforwards, on such Residual Holder's return. However, net
operating loss carryovers are determined without regard to excess inclusion
income. Further, if the Residual Holder is an organization subject to the tax on
unrelated business income imposed by Code Section 511, the Residual Holder's
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be treated as unrelated business taxable income of such Residual Holder for
purposes of Code Section 511. In addition, REMIC taxable income is subject to
30% withholding tax with respect to certain persons who are not U.S. Persons (as
defined below under "Tax-Related Restrictions on Transfer of Residual
Certificates -- Foreign Investors"), and the portion thereof attributable to
excess inclusions is not eligible for any reduction in the rate of withholding
tax (by treaty or otherwise). See "Taxation of Certain Foreign Investors --
Residual Certificates" below. Finally, if a real estate investment trust or a
regulated investment company owns a Residual Certificate, a portion (allocated
under Treasury regulations yet to be issued) of dividends paid by the real
estate investment trust or regulated investment company could not be offset by
net operating losses of its shareholders, would constitute unrelated business
taxable income for tax-exempt shareholders, and would be ineligible for
reduction of withholding to certain persons who are not U.S. Persons. The SBJPA
of 1996 has eliminated the special rule permitting Section 593 institutions
("thrift institutions") to use net operating losses and other allowable
deductions to offset their excess inclusion income from Residual Certificates
that have "significant value" within the meaning of the REMIC Regulations,
effective for taxable years beginning after December 31, 1995, except with
respect to Residual Certificates continuously held by a thrift institution since
November 1, 1995.
In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a
Residual Holder. First, alternative minimum taxable income for a Residual Holder
is determined without regard to the special rule, discussed above, that taxable
income cannot be less than excess inclusions. Second, a Residual Holder's
alternative minimum taxable income for a taxable year cannot be less than the
excess inclusions for the year. Third, the amount of any alternative minimum tax
net operating loss deduction must be computed without regard to any excess
inclusions. These rules are effective for taxable years beginning after December
31, 1986, unless a Residual Holder elects to have such rules apply only to
taxable years beginning after August 20, 1996.
TAX-RELATED RESTRICTIONS ON TRANSFER OF RESIDUAL CERTIFICATES
DISQUALIFIED ORGANIZATIONS. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as defined
below), a tax would be imposed in an amount equal to the product of (i) the
present value of the total anticipated excess inclusions with respect to such
Residual Certificate for periods after the transfer and (ii) the highest
marginal federal income tax rate applicable to corporations. The REMIC
Regulations provide that the anticipated excess inclusions are based on actual
prepayment experience to the date of the transfer and projected payments based
on the Prepayment Assumption. The present value rate equals the applicable
Federal rate under Code Section 1274(d) as of the date of the transfer for a
term ending with the last calendar quarter in which excess inclusions are
expected to accrue. Such rate is applied to the anticipated excess inclusions
from the end of the remaining calendar quarters in which they arise to the date
of the transfer. Such a tax generally would be imposed on the transferor of the
Residual Certificate, except that where such transfer is through an agent
(including a broker, nominee, or other middleman) for a Disqualified
Organization, the tax would instead be imposed on such agent. However, a
transferor of a Residual Certificate would in no event be liable for such tax
with respect to a transfer if the transferee furnishes to the transferor an
affidavit stating that the transferee is not a Disqualified Organization and, as
of the time of the transfer, the transferor does not have actual knowledge that
such affidavit is false. The tax also may be waived by the Internal Revenue
Service if the Disqualified Organization promptly disposes of the Residual
Certificate and the transferor pays income tax at the highest corporate rate on
the excess inclusion for the period the Residual Certificate is actually held by
the Disqualified Organization.
In addition, if a "Pass-Through Entity" (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
such entity, then a tax is imposed on such entity equal to the product of (i)
the amount of excess inclusions that are allocable to the interest in the
Pass-Through Entity during the period such interest is held by such Disqualified
Organization, and (ii) the highest marginal

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federal corporate income tax rate. Such tax would be deductible from the
ordinary gross income of the Pass-Through Entity for the taxable year. The
Pass-Through Entity would not be liable for such tax if it has received an
affidavit from such record holder that it is not a Disqualified Organization or
stating such holder's taxpayer identification number and, during the period such
person is the record holder of the Residual Certificate, the Pass-Through Entity
does not have actual knowledge that such affidavit is false.
For these purposes, (i) "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 (provided, that such term does not include an instrumentality if all
of its activities are subject to tax and a majority of its board of directors is
not selected by any 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), and 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, and (ii) "Pass-Through
Entity" means any regulated investment company, real estate investment trust,
common trust fund, partnership, trust or estate and certain corporations
operating on a cooperative basis. Except as may be provided in Treasury
regulations, any person holding an interest in a Pass-Through Entity as a
nominee for another will, with respect to such interest, be treated as a
Pass-Through Entity.
The Pooling and Servicing Agreement with respect to a Series will provide
that no legal or beneficial interest in a Residual Certificate may be
transferred or registered unless (i) the proposed transferee furnishes to the
Seller and the Trustee an affidavit providing its taxpayer identification number
and stating that such transferee is the beneficial owner of the Residual
Certificate and is not a Disqualified Organization and is not purchasing such
Residual Certificate on behalf of a Disqualified Organization (I.E., as a
broker, nominee or middleman thereof) and (ii) the transferor provides a
statement in writing to the Seller and the Trustee that it has no actual
knowledge that such affidavit is false. Moreover, the Pooling and Servicing
Agreement will provide that any attempted or purported transfer in violation of
these transfer restrictions will be null and void and will vest no rights in any
purported transferee. Each Residual Certificate with respect to a Series will
bear a legend referring to such restrictions on transfer, and each Residual
Holder will be deemed to have agreed, as a condition of ownership thereof, to
any amendments to the related Pooling and Servicing Agreement required under the
Code or applicable Treasury regulations to effectuate the foregoing
restrictions. Information necessary to compute an applicable excise tax must be
furnished to the Internal Revenue Service and to the requesting party within 60
days of the request, and the Seller or the Trustee may charge a fee for
computing and providing such information.
NONECONOMIC RESIDUAL INTERESTS. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus would
continue to be subject to tax on its allocable portion of the net income of the
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual
interest" (as defined below) to a Residual Holder (other than a Residual Holder
who is not a U.S. Person, as defined below under "Foreign Investors") is
disregarded for all federal income tax purposes if a significant purpose of the
transferor is to impede the assessment or collection of tax. A residual interest
in a REMIC (including a residual interest with a positive value at issuance) is
a "noneconomic residual interest" unless, at the time of the transfer, (i) the
present value of the expected future distributions on the residual interest at
least equals the product of the present value of the anticipated excess
inclusions and the highest corporate income tax rate in effect for the year in
which the transfer occurs, and (ii) the transferor reasonably expects that the
transferee will receive distributions from the REMIC at or after the time at
which taxes accrue on the anticipated excess inclusions in an amount sufficient
to satisfy the accrued taxes on each excess inclusion. The anticipated excess
inclusions and the present value rate are determined in the same manner as set
forth above under "Disqualified Organizations." The REMIC Regulations explain
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the assessment or collection of tax exists if the transferor, at the time of the
transfer, either knew or should have known that the transferee would be
unwilling or unable to pay taxes due on its share of the taxable income of the
REMIC. A safe harbor is provided if (i) the transferor conducted, at the time of
the transfer, a reasonable investigation of the financial condition of the
transferee and found that the transferee historically had paid its debts as they
came due and found no significant evidence to indicate that the transferee would
not continue to pay its debts as they came due in the future, and (ii) the
transferee represents to the transferor that it understands that, as the holder
of the non-economic residual interest, the transferee may incur tax liabilities
in excess of any cash flows generated by the interest and that the transferee
intends to pay taxes associated with holding the residual interest as they
become due. The Pooling and Servicing Agreement with respect to each Series of
Certificates will require the transferee of a Residual Certificate to certify to
the matters in the preceding sentence as part of the affidavit described above
under the heading "Disqualified Organizations."
FOREIGN INVESTORS. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This rule appears intended to
apply to a transferee who is not a "U.S. Person" (as defined below), unless such
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (i) the future value of
expected distributions equals at least 30% of the anticipated excess inclusions
after the transfer, and (ii) the transferor reasonably expects that the
transferee will receive sufficient distributions from the REMIC Pool at or after
the time at which the excess inclusions accrue and prior to the end of the next
succeeding taxable year for the accumulated withholding tax liability to be
paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S.
Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.
The Prospectus Supplement relating to the Certificates of a Series may
provide that a Residual Certificate may not be purchased by or transferred to
any person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which such a transfer may be made. The term "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, an estate that is subject to
U.S. federal income tax regardless of the source of its income, or a trust if
(A) for taxable years beginning after December 31, 1996 (or for taxable years
ending after August 20, 1996, if the trustee has made an applicable election), a
court within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust, or (B) for all
other taxable years, such trust is subject to U.S. federal income tax regardless
of the source of its income.
SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE
Upon the sale or exchange of a Residual Certificate, the Residual Holder
will recognize gain or loss equal to the excess, if any, of the amount realized
over the adjusted basis (as described above under "Taxation of Residual
Certificates -- Basis and Losses") of such Residual Holder in such Residual
Certificate at the time of the sale or exchange. In addition to reporting the
taxable income of the REMIC Pool, a Residual Holder will have taxable income to
the extent that any cash distribution to it from the REMIC Pool exceeds such
adjusted basis on that Distribution Date. Such income will be treated as gain
from the sale or exchange of the Residual Certificate. It is possible that the
termination of the REMIC Pool may be treated as a sale or exchange of a Residual
Holder's Residual Certificate, in which case, if the Residual Holder has an
adjusted basis in its Residual Certificate remaining when its interest in the
REMIC Pool terminates, and if it holds such Residual Certificate as a capital
asset under Code Section 1221, then it will recognize a capital loss at that
time in the amount of such remaining adjusted basis.

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Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate in
effect at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior disposition of
property that was held as a part of such transaction or (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. In addition, gain or loss recognized from the sale of a
Residual Certificate by certain banks or thrift institutions will be treated as
ordinary income or loss pursuant to Code Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six months
after such sale or disposition, acquires (or enters into any other transaction
that results in the application of Code Section 1091) any residual interest in
any REMIC or any interest in a "taxable mortgage pool" (such as a non-REMIC
owner trust) that is economically comparable to a Residual Certificate.
MARK TO MARKET REGULATIONS
Prospective purchasers of the Residual Certificates should be aware that on
January 3, 1995, the Internal Revenue Service released proposed regulations (the
"Proposed Mark to Market Regulations") under Code Section 475 relating to the
requirement that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities of a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The Proposed Mark to Market Regulations provide
that, for purposes of this mark-to-market requirement, a Residual Certificate is
not treated as a security and thus may not be marked to market. The Proposed
Mark to Market Regulations apply to all Residual Certificates acquired on or
after January 4, 1995.
TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
PROHIBITED TRANSACTIONS
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Holders, but rather will be taxed
directly to the REMIC Pool at a 100% rate. Prohibited transactions generally
include (i) the disposition of a qualified mortgage other than for (a)
substitution within two years of the Startup Day for a defective (including a
defaulted) obligation (or repurchase in lieu of substitution of a defective
(including a defaulted) obligation at any time) or for any qualified mortgage
within three months of the Startup Day, (b) foreclosure, default, or imminent
default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool,
or (d) a qualified (complete) liquidation, (ii) the receipt of income from
assets that are not the type of mortgages or investments that the REMIC Pool is
permitted to hold, (iii) the receipt of compensation for services, or (iv) the
receipt of gain from disposition of cash flow investments other than pursuant to
a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited
transaction to sell REMIC Pool property to prevent a default on Regular
Certificates as a result of a default on qualified mortgages or to facilitate a
clean-up call (generally, an optional termination to save administrative costs
when no more than a small percentage of the Certificates is outstanding). The
REMIC Regulations indicate that the modification of a Mortgage Loan generally
will not be treated as a disposition if it is occasioned by a default or
reasonably foreseeable default, an assumption of the Mortgage Loan, the waiver
of a due-on-sale or due-on-encumbrance clause, or the conversion of an interest
rate by a mortgagor pursuant to the terms of a convertible adjustable rate
Mortgage Loan.

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CONTRIBUTIONS TO THE REMIC POOL AFTER THE STARTUP DAY
In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool (i) during the
three months following the Startup Day, (ii) made to a qualified reserve fund by
a Residual Holder, (iii) in the nature of a guarantee, (iv) made to facilitate a
qualified liquidation or clean-up call, and (v) as otherwise permitted in
Treasury regulations yet to be issued. It is not anticipated that there will be
any contributions to the REMIC Pool after the Startup Day.
NET INCOME FROM FORECLOSURE PROPERTY
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period of two years, with possible extensions. Net
income from foreclosure property generally means gain from the sale of a
foreclosure property that is inventory property and gross income from
foreclosure property other than qualifying rents and other qualifying income for
a real estate investment trust. It is not anticipated that the REMIC Pool will
have any taxable net income from foreclosure property.
LIQUIDATION OF THE REMIC POOL
If a REMIC Pool adopts a plan of complete liquidation, within the meaning of
Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the
REMIC Pool's final tax return a date on which such adoption is deemed to occur,
and sells all of its assets (other than cash) within a 90-day period beginning
on such date, the REMIC Pool will not be subject to the prohibited transaction
rules on the sale of its assets, provided that the REMIC Pool credits or
distributes in liquidation all of the sale proceeds plus its cash (other than
amounts retained to meet claims) to holders of Regular Certificates and Residual
Holders within the 90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for such income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The
Trustee will be required to sign the REMIC Pool's returns. Treasury regulations
provide that, except where there is a single Residual Holder for an entire
taxable year, the REMIC Pool will be subject to the procedural and
administrative rules of the Code applicable to partnerships, including the
determination by the Internal Revenue Service of any adjustments to, among other
things, items of REMIC income, gain, loss, deduction, or credit in a unified
administrative proceeding. The Master Servicer will be obligated to act as "tax
matters person," as defined in applicable Treasury regulations, with respect to
the REMIC Pool, in its capacity as either Residual Holder or agent of the
Residual Holders. If the Code or applicable Treasury regulations do not permit
the Master Servicer to act as tax matters person in its capacity as agent of the
Residual Holders, the Residual Holder chosen by the Residual Holders or such
other person specified pursuant to Treasury regulations will be required to act
as tax matters person.
LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate, or trust will be subject to
limitation with respect to certain itemized deductions described in Code Section
67, to the extent that such itemized deductions, in the aggregate, do not exceed
2% of the investor's adjusted gross income. In addition, Code Section 68
provides that itemized deductions otherwise allowable for a taxable year of an
individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if
any, of adjusted gross income over $100,000 ($50,000 in the case of a married
individual filing a separate return) (subject to adjustment for inflation), or
(ii) 80% of the amount of itemized deductions otherwise allowable for such year.
In the case of a REMIC Pool, such deductions may include deductions under Code
Section 212 for the Servicing Fee and all administrative and other expenses
relating to the REMIC Pool, or any similar expenses allocated to the REMIC Pool
with respect to a regular interest it holds in another REMIC.

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Such investors who hold REMIC Certificates either directly or indirectly through
certain pass-through entities may have their pro rata share of such expenses
allocated to them as additional gross income, but may be subject to such
limitation on deductions. In addition, such expenses are not deductible at all
for purposes of computing the alternative minimum tax, and may cause such
investors to be subject to significant additional tax liability. Temporary
Treasury regulations provide that the additional gross income and corresponding
amount of expenses generally are to be allocated entirely to the holders of
Residual Certificates in the case of a REMIC Pool that would not qualify as a
fixed investment trust in the absence of a REMIC election. However, such
additional gross income and limitation on deductions will apply to the allocable
portion of such expenses to holders of Regular Certificates, as well as holders
of Residual Certificates, where such Regular Certificates are issued in a manner
that is similar to pass-through certificates in a fixed investment trust. Unless
indicated otherwise in the applicable Prospectus Supplement, all such expenses
will be allocable to the Residual Certificates. In general, such allocable
portion will be determined based on the ratio that a REMIC Certificateholder's
income, determined on a daily basis, bears to the income of all holders of
Regular Certificates and Residual Certificates with respect to a REMIC Pool. As
a result, individuals, estates or trusts holding REMIC Certificates (either
directly or indirectly through a grantor trust, partnership, S corporation,
REMIC, or certain other pass-through entities described in the foregoing
temporary Treasury regulations) may have taxable income in excess of the
interest income at the pass-through rate on Regular Certificates that are issued
in a single class or otherwise consistently with fixed investment trust status
or in excess of cash distributions for the related period on Residual
Certificates.
TAXATION OF CERTAIN FOREIGN INVESTORS
REGULAR CERTIFICATES
Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
Non-U.S. Persons (as defined below), will be considered "portfolio interest"
and, therefore, generally will not be subject to 30% United States withholding
tax, provided that such Non-U.S. Person (i) is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign
corporation described in Code Section 881(c)(3)(C) and (ii) provides the
Trustee, or the person who would otherwise be required to withhold tax from such
distributions under Code Section 1441 or 1442, with an appropriate statement,
signed under penalties of perjury, identifying the beneficial owner and stating,
among other things, that the beneficial owner of the Regular Certificate is a
Non-U.S. Person. If such statement, or any other required statement, is not
provided, 30% withholding will apply unless reduced or eliminated pursuant to an
applicable tax treaty or unless the interest on the Regular Certificate is
effectively connected with the conduct of a trade or business within the United
States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be
subject to United States federal income tax at regular rates. Investors who are
Non-U.S. Persons should consult their own tax advisors regarding the specific
tax consequences to them of owning a Regular Certificate. The term "Non-U.S.
Person" means any person who is not a U.S. Person.
RESIDUAL CERTIFICATES
The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Holders who are Non-U.S. Persons generally should be treated as
interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Treasury regulations provide that amounts distributed to
Residual Holders may qualify as "portfolio interest," subject to the conditions
described in "Regular Certificates" above, but only to the extent that (i) the
Mortgage Loans were issued after July 18, 1984 and (ii) the Trust Estate or
segregated pool of assets therein (as to which a separate REMIC election will be
made), to which the Residual Certificate relates, consists of obligations issued
in "registered form" within the meaning of Code Section 163(f)(1). Generally,
Mortgage Loans will not be, but regular interests in another REMIC Pool will be,
considered obligations issued in registered form. Furthermore, a Residual Holder
will not be entitled to any exemption from the 30% withholding tax (or lower
treaty rate) to the extent of that portion of REMIC taxable income that
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"excess inclusion." See "Taxation of Residual Certificates -- Limitations on
Offset or Exemption of REMIC Income." If the amounts paid to Residual Holders
who are Non-U.S. Persons are effectively connected with the conduct of a trade
or business within the United States by such Non-U.S. Persons, 30% (or lower
treaty rate) withholding will not apply. Instead, the amounts paid to such
Non-U.S. Persons will be subject to United States federal income tax at regular
rates. If 30% (or lower treaty rate) withholding is applicable, such amounts
generally will be taken into account for purposes of withholding only when paid
or otherwise distributed (or when the Residual Certificate is disposed of) under
rules similar to withholding upon disposition of debt instruments that have
original issue discount. See "Tax-Related Restrictions on Transfer of Residual
Certificates -- Foreign Investors" above concerning the disregard of certain
transfers having "tax avoidance potential." Investors who are Non-U.S. Persons
should consult their own tax advisors regarding the specific tax consequences to
them of owning Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 of 31% on "reportable payments"
(including interest distributions, original issue discount, and, under certain
circumstances, principal distributions) unless the Regular Certificateholder
complies with certain reporting and/or certification procedures, including the
provision of its taxpayer identification number to the Trustee, its agent or the
broker who effected the sale of the Regular Certificate, or such
Certificateholder is otherwise an exempt recipient under applicable provisions
of the Code. Any amounts to be withheld from distribution on the Regular
Certificates would be refunded by the Internal Revenue Service or allowed as a
credit against the Regular Certificateholder's federal income tax liability.
REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of market discount will be made annually to the
Internal Revenue Service and to individuals, estates, non-exempt and
non-charitable trusts, and partnerships who are either holders of record of
Regular Certificates or beneficial owners who own Regular Certificates through a
broker or middleman as nominee. All brokers, nominees and all other non-exempt
holders of record of Regular Certificates (including corporations, non-calendar
year taxpayers, securities or commodities dealers, real estate investment
trusts, investment companies, common trust funds, thrift institutions and
charitable trusts) may request such information for any calendar quarter by
telephone or in writing by contacting the person designated in Internal Revenue
Service Publication 938 with respect to a particular Series of Regular
Certificates. Holders through nominees must request such information from the
nominee.
The Internal Revenue Service's Form 1066 has an accompanying Schedule Q,
Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net
Loss Allocation. Treasury regulations require that Schedule Q be furnished by
the REMIC Pool to each Residual Holder by the end of the month following the
close of each calendar quarter (41 days after the end of a quarter under
proposed Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual Holders,
furnished annually, if applicable, to holders of Regular Certificates, and filed
annually with the Internal Revenue Service concerning Code Section 67 expenses
(see "Limitations on Deduction of Certain Expenses" above) allocable to such
holders. Furthermore, under such regulations, information must be furnished
quarterly to Residual Holders, furnished annually to holders of Regular
Certificates, and filed annually with the Internal Revenue Service concerning
the percentage of the REMIC Pool's assets meeting the qualified asset tests
described above under "Status of REMIC Certificates."

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FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION
IS MADE
GENERAL
In the event that no election is made to treat a Trust Estate (or a
segregated pool of assets therein) with respect to a Series of Certificates as a
REMIC, the Trust Estate will be classified as a grantor trust under subpart E,
Part 1 of subchapter J of the Code and not as an association taxable as a
corporation or a "taxable mortgage pool" within the meaning of Code Section
7701(i). Where there is no Fixed Retained Yield with respect to the Mortgage
Loans underlying the Certificates of a Series, and where such Certificates are
not designated as "Stripped Certificates," the holder of each such Certificate
in such Series will be treated as the owner of a pro rata undivided interest in
the ordinary income and corpus portions of the Trust Estate represented by its
Certificate and will be considered the beneficial owner of a pro rata undivided
interest in each of the Mortgage Loans, subject to the discussion below under
"Recharacterization of Servicing Fees." Accordingly, the holder of a Certificate
of a particular Series will be required to report on its federal income tax
return its pro rata share of the entire income from the Mortgage Loans
represented by its Certificate, including interest at the coupon rate on such
Mortgage Loans, original issue discount (if any), prepayment fees, assumption
fees, and late payment charges received by the Servicer, in accordance with such
Certificateholder's method of accounting. A Certificateholder generally will be
able to deduct its share of the Servicing Fee and all administrative and other
expenses of the Trust Estate in accordance with its method of accounting,
provided that such amounts are reasonable compensation for services rendered to
that Trust Estate. However, investors who are individuals, estates or trusts who
own Certificates, either directly or indirectly through certain pass-through
entities, will be subject to limitation with respect to certain itemized
deductions described in Code Section 67, including deductions under Code Section
212 for the Servicing Fee and all such administrative and other expenses of the
Trust Estate, to the extent that such deductions, in the aggregate, do not
exceed two percent of an investor's adjusted gross income. In addition, Code
Section 68 provides that itemized deductions otherwise allowable for a taxable
year of an individual taxpayer will be reduced by the lesser of (i) 3% of the
excess, if any, of adjusted gross income over $100,000 ($50,000 in the case of a
married individual filing a separate return) (in each case, as adjusted for
inflation), or (ii) 80% of the amount of itemized deductions otherwise allowable
for such year. As a result, such investors holding Certificates, directly or
indirectly through a pass-through entity, may have aggregate taxable income in
excess of the aggregate amount of cash received on such Certificates with
respect to interest at the pass-through rate or as discount income on such
Certificates. In addition, such expenses are not deductible at all for purposes
of computing the alternative minimum tax, and may cause such investors to be
subject to significant additional tax liability. Moreover, where there is Fixed
Retained Yield with respect to the Mortgage Loans underlying a Series of
Certificates or where the servicing fees are in excess of reasonable servicing
compensation, the transaction will be subject to the application of the
"stripped bond" and "stripped coupon" rules of the Code, as described below
under "Stripped Certificates" and "Recharacterization of Servicing Fees,"
respectively.
TAX STATUS
Cadwalader, Wickersham & Taft has advised the Seller that, except as
described below with respect to Stripped Certificates:
1. A Certificate owned by a "domestic building and loan association"
within the meaning of Code Section 7701(a)(19) will be considered to
represent "loans . . . secured by an interest in real property which
is . . . residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), provided that the real property securing the Mortgage
Loans represented by that Certificate is of the type described in such
section of the Code.
2. A Certificate owned by a real estate investment trust will be
considered to represent "real estate assets" within the meaning of
Code Section 856(c)(5)(A) to the extent that the assets

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of the related Trust Estate consist of qualified assets, and interest income
on such assets will be considered "interest on obligations secured by
mortgages on real property" to such extent within the meaning of Code
Section 856(c)(3)(B).
3. A Certificate owned by a REMIC will be considered to represent an
"obligation (including any participation or certificate of beneficial
ownership therein) which is principally secured by an interest in real
property" within the meaning of Code Section 860G(a)(3)(A) to the extent
that the assets of the related Trust Estate consist of "qualified mortgages"
within the meaning of Code Section 860G(a)(3).
An issue arises as to whether Buy-Down Loans may be characterized in their
entirety under the Code provisions cited in clauses 1 and 2 of the immediately
preceding paragraph. There is indirect authority supporting treatment of an
investment in a Buy-Down Loan as entirely secured by real property if the fair
market value of the real property securing the loan exceeds the principal amount
of the loan at the time of issuance or acquisition, as the case may be. There is
no assurance that the treatment described above is proper. Accordingly,
Certificateholders are urged to consult their own tax advisors concerning the
effects of such arrangements on the characterization of such Certificateholder's
investment for federal income tax purposes.
PREMIUM AND DISCOUNT
Certificateholders are advised to consult with their tax advisors as to the
federal income tax treatment of premium and discount arising either upon initial
acquisition of Certificates or thereafter.
PREMIUM. The treatment of premium incurred upon the purchase of a
Certificate will be determined generally as described above under "Federal
Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Premium."
ORIGINAL ISSUE DISCOUNT. The original issue discount rules of Code Sections
1271 through 1275 will be applicable to a Certificateholder's interest in those
Mortgage Loans as to which the conditions for the application of those sections
are met. Rules regarding periodic inclusion of original issue discount income
are applicable to mortgages of corporations originated after May 27, 1969,
mortgages of noncorporate mortgagors (other than individuals) originated after
July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under
the OID Regulations, such original issue discount could arise by the charging of
points by the originator of the mortgages in an amount greater than the
statutory DE MINIMIS exception, including a payment of points that is currently
deductible by the borrower under applicable Code provisions or, under certain
circumstances, by the presence of "teaser" rates on the Mortgage Loans. See "--
Stripped Certificates" below regarding original issue discount on Stripped
Certificates.
Original issue discount generally must be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest, in advance of the cash attributable to such income.
Unless indicated otherwise in the applicable Prospectus Supplement, no
prepayment assumption will be assumed for purposes of such accrual. However,
Code Section 1272 provides for a reduction in the amount of original issue
discount includible in the income of a holder of an obligation that acquires the
obligation after its initial issuance at a price greater than the sum of the
original issue price and the previously accrued original issue discount, less
prior payments of principal. Accordingly, if such Mortgage Loans acquired by a
Certificateholder are purchased at a price equal to the then unpaid principal
amount of such Mortgage Loans, no original issue discount attributable to the
difference between the issue price and the original principal amount of such
Mortgage Loans (I.E., points) will be includible by such holder.
MARKET DISCOUNT. Certificateholders also will be subject to the market
discount rules to the extent that the conditions for application of those
sections are met. Market discount on the Mortgage Loans will be determined and
will be reported as ordinary income generally in the manner described above
under "Federal Income Tax Consequences for REMIC Certificates -- Taxation of
Regular Certificates -- Market Discount," except that the ratable accrual
methods described therein will not

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apply. Rather, the holder will accrue market discount pro rata over the life of
the Mortgage Loans, unless the constant yield method is elected. Unless
indicated otherwise in the applicable Prospectus Supplement, no prepayment
assumption will be assumed for purposes of such accrual.
RECHARACTERIZATION OF SERVICING FEES
If the servicing fees paid to a Servicer were deemed to exceed reasonable
servicing compensation, the amount of such excess would represent neither income
nor a deduction to Certificateholders. In this regard, there are no
authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Certificate, the reasonableness of servicing compensation should be determined
on a weighted average or loan-by-loan basis. If a loan-by-loan basis is
appropriate, the likelihood that such amount would exceed reasonable servicing
compensation as to some of the Mortgage Loans would be increased. Recently
issued Internal Revenue Service guidance indicates that a servicing fee in
excess of reasonable compensation ("excess servicing") will cause the Mortgage
Loans to be treated under the "stripped bond" rules. Such guidance provides safe
harbors for servicing deemed to be reasonable and requires taxpayers to
demonstrate that the value of servicing fees in excess of such amounts is not
greater than the value of the services provided.
Accordingly, if the Internal Revenue Service's approach is upheld, a
Servicer who receives a servicing fee in excess of such amounts would be viewed
as retaining an ownership interest in a portion of the interest payments on the
Mortgage Loans. Under the rules of Code Section 1286, the separation of
ownership of the right to receive some or all of the interest payments on an
obligation from the right to receive some or all of the principal payments on
the obligation would result in treatment of such Mortgage Loans as "stripped
coupons" and "stripped bonds." Subject to the DE MINIMIS rule discussed below
under "-- Stripped Certificates," each stripped bond or stripped coupon could be
considered for this purpose as a non-interest bearing obligation issued on the
date of issue of the Certificates, and the original issue discount rules of the
Code would apply to the holder thereof. While Certificateholders would still be
treated as owners of beneficial interests in a grantor trust for federal income
tax purposes, the corpus of such trust could be viewed as excluding the portion
of the Mortgage Loans the ownership of which is attributed to the Servicer, or
as including such portion as a second class of equitable interest. Applicable
Treasury regulations treat such an arrangement as a fixed investment trust,
since the multiple classes of trust interests should be treated as merely
facilitating direct investments in the trust assets and the existence of
multiple classes of ownership interests is incidental to that purpose. In
general, such a recharacterization should not have any significant effect upon
the timing or amount of income reported by a Certificateholder, except that the
income reported by a cash method holder may be slightly accelerated. See
"Stripped Certificates" below for a further description of the federal income
tax treatment of stripped bonds and stripped coupons.
SALE OR EXCHANGE OF CERTIFICATES
Upon sale or exchange of a Certificate, a Certificateholder will recognize
gain or loss equal to the difference between the amount realized on the sale and
its aggregate adjusted basis in the Mortgage Loans and other assets represented
by the Certificate. In general, the aggregate adjusted basis will equal the
Certificateholder's cost for the Certificate, increased by the amount of any
income previously reported with respect to the Certificate and decreased by the
amount of any losses previously reported with respect to the Certificate and the
amount of any distributions received thereon. Except as provided above with
respect to market discount on any Mortgage Loans, and except for certain
financial institutions subject to the provisions of Code Section 582(c), any
such gain or loss generally would be capital gain or loss if the Certificate was
held as a capital asset. However, gain on the sale of a Certificate will be
treated as ordinary income (i) if a Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Certificateholder's net investment in the
conversion transaction at 120% of the appropriate applicable Federal rate in
effect at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior disposition of
property that

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was held as a part of such transaction or (ii) in the case of a non-corporate
taxpayer, to the extent such taxpayer has made an election under Code Section
163(d)(4) to have net capital gains taxed as investment income at ordinary
income rates. Pursuant to the Revenue Reconciliation Act of 1993 capital gains
of certain noncorporate taxpayers are subject to a lower maximum tax rate than
ordinary income of such taxpayers. The maximum tax rate for corporations is the
same with respect to both ordinary income and capital gains.
STRIPPED CERTIFICATES
GENERAL
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
Certificates that are subject to those rules will be referred to as "Stripped
Certificates." The Certificates will be subject to those rules if (i) the Seller
or any of its affiliates retains (for its own account or for purposes of
resale), in the form of Fixed Retained Yield or otherwise, an ownership interest
in a portion of the payments on the Mortgage Loans, (ii) the Seller or any of
its affiliates is treated as having an ownership interest in the Mortgage Loans
to the extent it is paid (or retains) servicing compensation in an amount
greater than reasonable consideration for servicing the Mortgage Loans (see
"Certificates -- Recharacterization of Servicing Fees" above), and (iii) a Class
of Certificates are issued in two or more Classes or Subclasses representing the
right to non-pro-rata percentages of the interest and principal payments on the
Mortgage Loans.
In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the
principal payments on each Mortgage Loan and/or "stripped coupons" with respect
to its pro rata share of all or a portion of the interest payments on each
Mortgage Loan, including the Stripped Certificate's allocable share of the
servicing fees paid to a Servicer, to the extent that such fees represent
reasonable compensation for services rendered. See the discussion above under
"Certificates -- Recharacterization of Servicing Fees." Although not free from
doubt, for purposes of reporting to Stripped Certificateholders, the servicing
fees will be allocated to the Stripped Certificates in proportion to the
respective entitlements to distributions of each Class (or Subclass) of Stripped
Certificates for the related period or periods. The holder of a Stripped
Certificate generally will be entitled to a deduction each year in respect of
the servicing fees, as described above under "Certificates -- General," subject
to the limitation described therein.
Code Section 1286 treats a stripped bond or a stripped coupon generally as
an obligation issued at an original issue discount on the date that such
stripped interest is purchased. Although the treatment of Stripped Certificates
for federal income tax purposes is not clear in certain respects at this time,
particularly where such Stripped Certificates are issued with respect to a
Mortgage Pool containing variable-rate Mortgage Loans, the Seller has been
advised by counsel that (i) the Trust Estate will be treated as a grantor trust
under subpart E, Part I of subchapter J of the Code and not as an association
taxable as a corporation or a "taxable mortgage pool" within the meaning of Code
Section 7701(i), and (ii) each Stripped Certificate should be treated as a
single installment obligation for purposes of calculating original issue
discount and gain or loss on disposition. This treatment is based on the
interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the
OID Regulations. Although it is possible that computations with respect to
Stripped Certificates could be made in one of the ways described below under
"Taxation of Stripped Certificates -- Possible Alternative Characterizations,"
the OID Regulations state, in general, that two or more debt instruments issued
by a single issuer to a single investor in a single transaction should be
treated as a single debt instrument. Accordingly, for OID purposes, all payments
on any Stripped Certificates should be aggregated and treated as though they
were made on a single debt instrument. The Pooling and Servicing Agreement will
require that the Trustee make and report all computations described below using
this aggregate approach, unless substantial legal authority requires otherwise.

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Furthermore, Treasury regulations issued December 28, 1992 provide for
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any original issue discount. In
addition, under these regulations, a Stripped Certificate that represents a
right to payments of both interest and principal may be viewed either as issued
with original issue discount or market discount (as described below), at a DE
MINIMIS original issue discount, or, presumably, at a premium. This treatment
indicates that the interest component of such a Stripped Certificate would be
treated as qualified stated interest under the OID Regulations, assuming it is
not an interest-only or super-premium Stripped Certificate. Further, these final
regulations provide that the purchaser of such a Stripped Certificate will be
required to account for any discount as market discount rather than original
issue discount if either (i) the initial discount with respect to the Stripped
Certificate was treated as zero under the DE MINIMIS rule, or (ii) no more than
100 basis points in excess of reasonable servicing is stripped off the related
Mortgage Loans. Any such market discount would be reportable as described above
under "Federal Income Tax Consequences for REMIC Certificates -- Taxation of
Regular Certificates -- Market Discount," without regard to the DE MINIMIS rule
therein, assuming that a prepayment assumption is employed in such computation.
STATUS OF STRIPPED CERTIFICATES
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as that
of the Mortgage Loans. Although the issue is not free from doubt, counsel has
advised the Seller that Stripped Certificates owned by applicable holders should
be considered to represent "real estate assets" within the meaning of Code
Section 856(c)(5)(A), "obligation[s]...principally secured by an interest in
real property" within the meaning of Code Section 860G(a)(3)(A), and
"loans...secured by an interest in real property" within the meaning of Code
Section 7701(a)(19)(C)(v), and interest (including original issue discount)
income attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the Mortgage
Loans and interest on such Mortgage Loans qualify for such treatment. The
application of such Code provisions to Buy-Down Loans is uncertain. See
"Certificates -- Tax Status" above.
TAXATION OF STRIPPED CERTIFICATES
ORIGINAL ISSUE DISCOUNT. Except as described above under "General," each
Stripped Certificate will be considered to have been issued at an original issue
discount for federal income tax purposes. Original issue discount with respect
to a Stripped Certificate must be included in ordinary income as it accrues, in
accordance with a constant interest method that takes into account the
compounding of interest, which may be prior to the receipt of the cash
attributable to such income. Based in part on the OID Regulations and the
amendments to the original issue discount sections of the Code made by the 1986
Act, the amount of original issue discount required to be included in the income
of a holder of a Stripped Certificate (referred to in this discussion as a
"Stripped Certificateholder") in any taxable year likely will be computed
generally as described above under "Federal Income Tax Consequences for REMIC
Certificates -- Taxation of Regular Certificates -- Original Issue Discount" and
"-- Variable Rate Regular Certificates." However, with the apparent exception of
a Stripped Certificate issued with DE MINIMIS original issue discount as
described above under "General," the issue price of a Stripped Certificate will
be the purchase price paid by each holder thereof, and the stated redemption
price at maturity will include the aggregate amount of the payments to be made
on the Stripped Certificate to such Stripped Certificateholder, presumably under
the Prepayment Assumption, other than qualified stated interest.
If the Mortgage Loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the amount
of such original issue discount will be either increased or decreased depending
on the relative interests in principal and interest on each Mortgage Loan
represented by such Stripped Certificateholder's Stripped Certificate. While the
matter is not free from doubt, the holder of a Stripped Certificate should be
entitled in the year that it becomes certain

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(assuming no further prepayments) that the holder will not recover a portion of
its adjusted basis in such Stripped Certificate to recognize a loss (which may
be a capital loss) equal to such portion of unrecoverable basis.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the Mortgage Loans are prepaid could lead to the interpretation that
such interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to prepayable securities such as the
Stripped Certificates. However, if final regulations dealing with contingent
interest with respect to the Stripped Certificates apply the same principles as
the OID Regulations, such regulations may lead to different timing of income
inclusion than would be the case under the OID Regulations. Furthermore,
application of such principles could lead to the characterization of gain on the
sale of contingent interest Stripped Certificates as ordinary income. Investors
should consult their tax advisors regarding the appropriate tax treatment of
Stripped Certificates.
SALE OR EXCHANGE OF STRIPPED CERTIFICATES. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in such Stripped Certificate, as described
above under "Federal Income Tax Consequences for REMIC Certificates -- Taxation
of Regular Certificates -- Sale or Exchange of Regular Certificates." To the
extent that a subsequent purchaser's purchase price is exceeded by the remaining
payments on the Stripped Certificates, such subsequent purchaser will be
required for federal income tax purposes to accrue and report such excess as if
it were original issue discount in the manner described above. It is not clear
for this purpose whether the assumed prepayment rate that is to be used in the
case of a Stripped Certificateholder other than an original Stripped
Certificateholder should be the Prepayment Assumption or a new rate based on the
circumstances at the date of subsequent purchase.
PURCHASE OF MORE THAN ONE CLASS OF STRIPPED CERTIFICATES. When an investor
purchases more than one Class of Stripped Certificates, it is currently unclear
whether for federal income tax purposes such Classes of Stripped Certificates
should be treated separately or aggregated for purposes of the rules described
above.
POSSIBLE ALTERNATIVE CHARACTERIZATIONS. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of (i) one installment obligation consisting of such
Stripped Certificate's pro rata share of the payments attributable to principal
on each Mortgage Loan and a second installment obligation consisting of such
Stripped Certificate's pro rata share of the payments attributable to interest
on each Mortgage Loan, (ii) as many stripped bonds or stripped coupons as there
are scheduled payments of principal and/or interest on each Mortgage Loan, or
(iii) a separate installment obligation for each Mortgage Loan, representing the
Stripped Certificate's pro rata share of payments of principal and/or interest
to be made with respect thereto. Alternatively, the holder of one or more
Classes of Stripped Certificates may be treated as the owner of a pro rata
fractional undivided interest in each Mortgage Loan to the extent that such
Stripped Certificate, or Classes of Stripped Certificates in the aggregate,
represent the same pro rata portion of principal and interest on each such
Mortgage Loan, and a stripped bond or stripped coupon (as the case may be),
treated as an installment obligation or contingent payment obligation, as to the
remainder. Final regulations issued on December 28, 1992 regarding original
issue discount on stripped obligations make the foregoing interpretations less
likely to be applicable. The preamble to those regulations states that they are
premised on the assumption that an aggregation approach is appropriate for
determining whether original issue discount on a stripped bond or stripped
coupon is DE MINIMIS, and solicits comments on appropriate rules for aggregating
stripped bonds and stripped coupons under Code Section 1286.

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Because of these possible varying characterizations of Stripped Certificates
and the resultant differing treatment of income recognition, Stripped
Certificateholders are urged to consult their own tax advisors regarding the
proper treatment of Stripped Certificates for federal income tax purposes.
REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
The Master Servicer will furnish, within a reasonable time after the end of
each calendar year, to each Certificateholder or Stripped Certificateholder at
any time during such year, such information (prepared on the basis described
above) as is necessary to enable such Certificateholders to prepare their
federal income tax returns. Such information will include the amount of original
issue discount accrued on Certificates held by persons other than
Certificateholders exempted from the reporting requirements. The amount required
to be reported by the Master Servicer may not be equal to the proper amount of
original issue discount required to be reported as taxable income by a
Certificateholder, other than an original Certificateholder that purchased at
the issue price. In particular, in the case of Stripped Certificates, unless
provided otherwise in the applicable Prospectus Supplement, such reporting will
be based upon a representative initial offering price of each Class of Stripped
Certificates. The Master Servicer will also file such original issue discount
information with the Internal Revenue Service. If a Certificateholder fails to
supply an accurate taxpayer identification number or if the Secretary of the
Treasury determines that a Certificateholder has not reported all interest and
dividend income required to be shown on his federal income tax return, 31%
backup withholding may be required in respect of any reportable payments, as
described above under "Federal Income Tax Consequences for REMIC Certificates --
Backup Withholding."
TAXATION OF CERTAIN FOREIGN INVESTORS
To the extent that a Certificate evidences ownership in Mortgage Loans that
are issued on or before July 18, 1984, interest or original issue discount paid
by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other non-U.S. persons ("foreign
persons") generally will be subject to 30% United States withholding tax, or
such lower rate as may be provided for interest by an applicable tax treaty.
Accrued original issue discount recognized by the Certificateholder on the sale
or exchange of such a Certificate also will be subject to federal income tax at
the same rate.
Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a foreign person evidencing
ownership interest in Mortgage Loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and such persons will be
subject to the same certification requirements, described above under "Federal
Income Tax Consequences for REMIC Certificates -- Taxation of Certain Foreign
Investors -- Regular Certificates."
ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements on those employee benefit plans to which it applies
("Plans") and on those persons who are fiduciaries with respect to such Plans.
The following is a general discussion of such requirements, and certain
applicable exceptions to and administrative exemptions from such requirements.
For purposes of this discussion, a person investing on behalf of an individual
retirement account established under Code Section 408 (an "IRA") is regarded as
a fiduciary and the IRA as a Plan.
Before purchasing any Certificates, a Plan fiduciary should consult with its
counsel and determine whether there exists any prohibition to such purchase
under the requirements of ERISA, whether prohibited transaction exemptions such
as PTE 83-1 or any individual administrative exemption (as described below)
applies, including whether the appropriate conditions set forth therein would be
met, or whether any statutory prohibited transaction exemption is applicable,
and further should consult the applicable Prospectus Supplement relating to such
Series of Certificates.

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CERTAIN REQUIREMENTS UNDER ERISA
GENERAL. In accordance with ERISA's general fiduciary standards, before
investing in a Certificate a Plan fiduciary should determine whether to do so is
permitted under the governing Plan instruments and is appropriate for the Plan
in view of its overall investment policy and the composition and diversification
of its portfolio. A Plan fiduciary should especially consider the ERISA
requirement of investment prudence and the sensitivity of the return on the
Certificates to the rate of principal repayments (including prepayments) on the
Mortgage Loans, as discussed in "Prepayment and Yield Considerations" herein.
PARTIES IN INTEREST/DISQUALIFIED PERSONS. Other provisions of ERISA (and
corresponding provisions of the Code) prohibit certain transactions involving
the assets of a Plan and persons who have certain specified relationships to the
Plan (so-called "parties in interest" within the meaning of ERISA or
"disqualified persons" within the meaning of the Code). The Seller, the Master
Servicer or Master Servicer or the Trustee or certain affiliates thereof might
be considered or might become "parties in interest" or "disqualified persons"
with respect to a Plan. If so, the acquisition or holding of Certificates by or
on behalf of such Plan could be considered to give rise to a "prohibited
transaction" within the meaning of ERISA and the Code unless an administrative
exemption described below or some other exemption is available.
Special caution should be exercised before the assets of a Plan (including
assets that may be held in an insurance company's separate or general accounts
where assets in such accounts may be deemed Plan assets for purposes of ERISA)
are used to purchase a Certificate if, with respect to such assets, the Seller,
the Master Servicer or Master Servicer or the Trustee or an affiliate thereof
either: (a) has investment discretion with respect to the investment of such
assets of such Plan; or (b) has authority or responsibility to give, or
regularly gives, investment advice with respect to such assets for a fee and
pursuant to an agreement or understanding that such advice will serve as a
primary basis for investment decisions with respect to such assets and that such
advice will be based on the particular investment needs of the Plan.
DELEGATION OF FIDUCIARY DUTY. Further, if the assets included in a Trust
Estate were deemed to constitute Plan assets, it is possible that a Plan's
investment in the Certificates might be deemed to constitute a delegation, under
ERISA, of the duty to manage Plan assets by the fiduciary deciding to invest in
the Certificates, and certain transactions involved in the operation of the
Trust Estate might be deemed to constitute prohibited transactions under ERISA
and the Code. Neither ERISA nor the Code define the term "plan assets."
The U.S. Department of Labor (the "Department") has issued regulations (the
"Regulations") concerning whether or not a Plan's assets would be deemed to
include an interest in the underlying assets of an entity (such as a Trust
Estate) for purposes of the reporting and disclosure and general fiduciary
responsibility provisions of ERISA, as well as for the prohibited transaction
provisions of ERISA and the Code, if the Plan acquires an "equity interest"
(such as a Certificate) in such an entity.
Certain exceptions are provided in the Regulations whereby an investing
Plan's assets would be deemed merely to include its interest in the Certificates
instead of being deemed to include an interest in the assets of a Trust Estate.
However, it cannot be predicted in advance nor can there be any continuing
assurance whether such exceptions may be met, because of the factual nature of
certain of the rules set forth in the Regulations. For example, one of the
exceptions in the Regulations states that the underlying assets of an entity
will not be considered "plan assets" if less than 25% of the value of all
classes of equity interests are held by "benefit plan investors," which are
defined as Plans, IRAs, and employee benefit plans not subject to ERISA (for
example, governmental plans), but this exception is tested immediately after
each acquisition of an equity interest in the entity whether upon initial
issuance or in the secondary market.

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ADMINISTRATIVE EXEMPTIONS
INDIVIDUAL ADMINISTRATIVE EXEMPTIONS. Several underwriters of
mortgage-backed securities have applied for and obtained ERISA prohibited
transaction exemptions (each, an "Underwriter's Exemption") which are in some
respects broader than Prohibited Transaction Class Exemption 83-1 (described
below). Such exemptions can only apply to mortgage-backed securities which,
among other conditions, are sold in an offering with respect to which such
underwriter serves as the sole or a managing underwriter, or as a selling or
placement agent. If such an Underwriter's Exemption might be applicable to a
Series of Certificates, the applicable Prospectus Supplement will refer to such
possibility.
Among the conditions that must be satisfied for an Underwriter's Exemption
to apply are the following:
(1) The acquisition of Certificates by a Plan is on terms (including the
price for the Certificates) that are at least as favorable to the
Plan as they would be in an arm's length transaction with an unrelated
party;
(2) The rights and interests evidenced by Certificates acquired by the
Plan are not subordinated to the rights and interests evidenced by
other Certificates of the Trust Estate;
(3) The Certificates acquired by the Plan have received a rating at the
time of such acquisition that is one of the three highest generic
rating categories from either Standard & Poor's ("S&P"), Moody's Investors
Service, Inc. ("Moody's"), Duff & Phelps Credit Rating Co. ("DCR") or Fitch
Investors Service, L.P. ("Fitch");
(4) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below);
(5) The sum of all payments made to and retained by the underwriter in
connection with the distribution of Certificates represents not more
than reasonable compensation for underwriting the Certificates. The sum of
all payments made to and retained by the Seller pursuant to the assignment
of the Mortgage Loans to the Trust Estate represents not more than the fair
market value of such Mortgage Loans. The sum of all payments made to and
retained by the Servicer (and any other servicer) represents not more than
reasonable compensation for such person's services under the Pooling and
Servicing Agreement and reimbursement of such person's reasonable expenses
in connection therewith; and
(6) The Plan investing in the Certificates is an "accredited investor" as
defined in Rule 501(a)(1) of Regulation D of the Securities and
Exchange Commission under the Securities Act of 1933.
The Trust Estate must also meet the following requirements:
(i)
the assets of the Trust Estate must consist solely of assets of
the type that have been included in other investment pools in the
marketplace;
(ii)
certificates in such other investment pools must have been rated
in one of the three highest rating categories of S&P, Moody's,
Fitch or DCR for at least one year prior to the Plan's acquisition of the
Certificates; and
(iii)
certificates evidencing interests in such other investment pools
must have been purchased by investors other than Plans for at
least one year prior to any Plan's acquisition of the Certificates.
If the conditions to an Underwriter's Exemption are met, whether or not a
Plan's assets would be deemed to include an ownership interest in the Mortgage
Loans in a mortgage pool, the acquisition, holding and resale of the
Certificates by Plans would be exempt from the prohibited transaction provisions
of ERISA and the Code.

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Moreover, an Underwriter's Exemption can provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur if a
Plan fiduciary causes a Plan to acquire Certificates in a Trust Estate in which
the fiduciary (or its affiliate) is an obligor on the Mortgage Loans held in the
Trust Estate provided that, among other requirements: (i) in the case of an
acquisition in connection with the initial issuance of Certificates, at least
fifty percent of each class of Certificates in which Plans have invested is
acquired by persons independent of the Restricted Group and at least fifty
percent of the aggregate interest in the Trust Estate is acquired by persons
independent of the Restricted Group (as defined below); (ii) such fiduciary (or
its affiliate) is an obligor with respect to five percent or less of the fair
market value of the Mortgage Loans contained in the Trust Estate; (iii) the
Plan's investment in Certificates of any Class does not exceed twenty-five
percent of all of the Certificates of that Class outstanding at the time of the
acquisition and (iv) immediately after the acquisition no more than twenty-five
percent of the assets of the Plan with respect to which such person is a
fiduciary are invested in Certificates representing an interest in one or more
trusts containing assets sold or served by the same entity.
An Underwriter's Exemption does not apply to Plans sponsored by the Seller,
the underwriter specified in the applicable Prospectus Supplement, the Master
Servicer, the Trustee, the Servicer, any obligor with respect to Mortgage Loans
included in the Trust Estate constituting more than five percent of the
aggregate unamortized principal balance of the assets in the Trust Estate, or
any affiliate of such parties (the "Restricted Group").
PTE 83-1. Prohibited Transaction Class Exemption 83-1 for Certain
Transactions Involving Mortgage Pool Investment Trusts ("PTE 83-1") permits
certain transactions involving the creation, maintenance and termination of
certain residential mortgage pools and the acquisition and holding of certain
residential mortgage pool pass-through certificates by Plans, whether or not the
Plan's assets would be deemed to include an ownership interest in the mortgages
in such mortgage pools, and whether or not such transactions would otherwise be
prohibited under ERISA.
The term "mortgage pool pass-through certificate" is defined in PTE 83-1 as
"a certificate representing a beneficial undivided fractional interest in a
mortgage pool and entitling the holder of such a certificate to pass-through
payment of principal and interest from the pooled mortgage loans, less any fees
retained by the pool sponsor." It appears that, for purposes of PTE 83-1, the
term "mortgage pool pass-through certificate" would include Certificates issued
in a single Class or in multiple Classes that evidence the beneficial ownership
of both a specified percentage of future interest payments (after permitted
deductions) and a specified percentage of future principal payments on a Trust
Estate.
However, it appears that PTE 83-1 does or might not apply to the purchase
and holding of (a) Certificates that evidence the beneficial ownership only of a
specified percentage of future interest payments (after permitted deductions) on
a Trust Estate or only of a specified percentage of future principal payments on
a Trust Estate, (b) Residual Certificates, (c) Certificates evidencing ownership
interests in a Trust Estate which includes Mortgage Loans secured by multifamily
residential properties or shares issued by cooperative housing corporations, or
(d) Certificates which are subordinated to other Classes of Certificates of such
Series. Accordingly, unless exemptive relief other than PTE 83-1 applies, Plans
should not purchase any such Certificates.
PTE 83-1 sets forth "general conditions" and "specific conditions" to its
applicability. Section II of PTE 83-1 sets forth the following general
conditions to the application of the exemption: (i) the maintenance of a system
of insurance or other protection for the pooled mortgage loans or the property
securing such loans, and for indemnifying certificateholders against reductions
in pass-through payments due to property damage or defaults in loan payments;
(ii) the existence of a pool trustee who is not an affiliate of the pool
sponsor; and (iii) a requirement that the sum of all payments made to and
retained by the pool sponsor, and all funds inuring to the benefit of the pool
sponsor as a result of the administration of the mortgage pool, must represent
not more than adequate consideration for selling the mortgage loans plus
reasonable compensation for services provided by the pool

95
<PAGE>
sponsor to the pool. The system of insurance or protection referred to in clause
(i) above must provide such protection and indemnification up to an amount not
less than the greater of one percent of the aggregate unpaid principal balance
of the pooled mortgages or the unpaid principal balance of the largest mortgage
in the pool. It should be noted that in promulgating PTE 83-1 (and a predecessor
exemption), the Department did not have under its consideration interests in
pools of the exact nature as some of the Certificates described herein.
EXEMPT PLANS
Employee benefit plans which are governmental plans (as defined in Section
3(32) of ERISA), and certain church plans (as defined in Section 3(33) of ERISA)
are not subject to ERISA requirements and assets of such plans may be invested
in Certificates without regard to the ERISA considerations described above but
such plans may be subject to the provisions of other applicable federal and
state law.
UNRELATED BUSINESS TAXABLE INCOME -- RESIDUAL CERTIFICATES
The purchase of a Residual Certificate by any employee benefit plan
qualified under Code Section 401(a) and exempt from taxation under Code Section
501(a), including most varieties of ERISA Plans, may give rise to "unrelated
business taxable income" as described in Code Sections 511-515 and 860E.
Further, prior to the purchase of Residual Certificates, a prospective
transferee may be required to provide an affidavit to a transferor that it is
not, nor is it purchasing a Residual Certificate on behalf of, a "Disqualified
Organization," which term as defined above includes certain tax-exempt entities
not subject to Code Section 511 such as certain governmental plans, as discussed
above under the caption "Certain Federal Income Tax Consequences -- Federal
Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates --
Disqualified Organizations."
DUE TO THE COMPLEXITY OF THESE RULES AND THE PENALTIES IMPOSED UPON PERSONS
INVOLVED IN PROHIBITED TRANSACTIONS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL
INVESTORS WHO ARE PLAN FIDUCIARIES CONSULT WITH THEIR COUNSEL REGARDING THE
CONSEQUENCES UNDER ERISA OF THEIR ACQUISITION AND OWNERSHIP OF CERTIFICATES.
THE SALE OF CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE
SELLER OR THE APPLICABLE UNDERWRITER THAT THIS INVESTMENT MEETS ALL RELEVANT
LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY
PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR
ANY PARTICULAR PLAN.
LEGAL INVESTMENT
As will be specified in the applicable Prospectus Supplement, certain
Classes of Certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA") so
long as they are rated in one of the two highest rating categories by at least
one Rating Agency. As "mortgage related securities" such Classes will constitute
legal investments for persons, trusts, corporations, partnerships, associations,
business trusts and business entities (including but not limited to
state-chartered savings banks, commercial banks, savings and loan associations
and insurance companies, as well as trustees and state government employee
retirement systems) created pursuant to or existing under the laws of the United
States or of any state (including the District of Columbia and Puerto Rico)
whose authorized investments are subject to state regulation to the same extent
that, under applicable law, obligations issued by or guaranteed as to principal
and interest by the United States or any agency or instrumentality thereof
constitute legal investments for such entities. Pursuant to SMMEA, a number of
states enacted legislation, on or before the October 3, 1991 cut-off for such
enactments, limiting to varying extents the ability of certain entities (in
particular, SMMEA insurance companies) to invest in mortgage related securities,
in most cases by requiring the affected investors to rely solely upon existing
state law, and not SMMEA. Accordingly, the investors affected by such
legislation will be authorized to invest in the Certificates only to the extent
provided in such legislation.

96
<PAGE>
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with mortgage
related securities without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in mortgage related
securities, and national banks may purchase mortgage related securities for
their own account without regard to the limitations generally applicable to
investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in
each case to such regulations as the applicable federal regulatory authority may
prescribe. In this connection, federal credit unions should review National
Credit Union Administration ("NCUA") Letter to Credit Unions No. 96, as modified
by Letter to Credit Unions No. 108, which includes guidelines to assist federal
credit unions in making investment decisions for mortgage related securities.
The NCUA has adopted rules, codified as 12 C.F.R. Section 703.5(f)-(k), which
prohibit federal credit unions from investing in certain mortgage related
securities (such as the Residual Certificates and the Stripped Certificates),
except under limited circumstances.
All depository institutions considering an investment in the Certificates
should review the "Supervisory Policy Statement on Securities Activities" dated
January 28, 1992, as revised April 15, 1994 (the "Policy Statement") of the
Federal Financial Institutions Examination Council. The Policy Statement, which
has been adopted by the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, the Comptroller of the Currency and the
Office of Thrift Supervision and by the NCUA (with certain modifications),
prohibits depository institutions from investing in certain "high-risk mortgage
securities" (including securities such as certain Series and Classes of the
Certificates), except under limited circumstances, and sets forth certain
investment practices deemed to be unsuitable for regulated institutions.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any of the
Certificates, as certain Series or Classes (in particular, Certificates which
are entitled solely or disproportionately to distributions of principal or
interest) may be deemed unsuitable investments, or may otherwise be restricted,
under such rules, policies or guidelines (in certain instances irrespective of
SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any Certificates
issued in book-entry form, provisions which may restrict or prohibit investments
in securities which are issued in book-entry form.
Except as to the status of certain Classes of Certificates as "mortgage
related securities," no representation is made as to the proper characterization
of the Certificates for legal investment purposes, financial institution
regulatory purposes, or other purposes, or as to the ability of particular
investors to purchase Certificates under applicable legal investment
restrictions. The uncertainties described above (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the Certificates) may adversely affect the liquidity of the
Certificates.
All investors should consult with their own legal advisors in determining
whether and to what extent the Certificates constitute legal investments for
such investors.
PLAN OF DISTRIBUTION
The Certificates are being offered hereby in Series through one or more of
the methods described below. The applicable Prospectus Supplement for each
Series will describe the method of offering being utilized for that Series and
will state the public offering or purchase price of each Class of Certificates
of such Series, or the method by which such price is to be determined, and the
net proceeds to the Seller from such sale.

97
<PAGE>
The Certificates will be offered through the following methods from time to
time and offerings may be made concurrently through more than one of these
methods or an offering of a particular Series of Certificates may be made
through a combination of two or more of these methods:
1. By negotiated firm commitment underwriting and public re-offering by
underwriters specified in the applicable Prospectus Supplement;
2. By placements by the Seller with investors through dealers; and
3. By direct placements by the Seller with investors.
If underwriters are used in a sale of any Certificates, such Certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment therefor. Firm
commitment underwriting and public reoffering by underwriters may be done
through underwriting syndicates or through one or more firms acting alone. The
specific managing underwriter or underwriters, if any, with respect to the offer
and sale of a particular Series of Certificates will be set forth on the cover
of the Prospectus Supplement applicable to such Series and the members of the
underwriting syndicate, if any, will be named in such Prospectus Supplement. The
Prospectus Supplement will describe any discounts and commissions to be allowed
or paid by the Seller to the underwriters, any other items constituting
underwriting compensation and any discounts and commissions to be allowed or
paid to the dealers. The obligations of the underwriters will be subject to
certain conditions precedent. The underwriters with respect to a sale of any
Class of Certificates will be obligated to purchase all such Certificates if any
are purchased. The Seller, and, if specified in the applicable Prospectus
Supplement, Norwest Mortgage, will indemnify the applicable underwriters against
certain civil liabilities, including liabilities under the Securities Act.
The Prospectus Supplement with respect to any Series of Certificates offered
other than through underwriters will contain information regarding the nature of
such offering and any agreements to be entered into between the Seller and
dealers and/or the Seller and purchasers of Certificates of such Series.
Purchasers of Certificates, including dealers, may, depending on the facts
and circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Securities Act in connection with reoffers and sales by them of
Certificates. Certificateholders should consult with their legal advisors in
this regard prior to any such reoffer or sale.
If specified in the Prospectus Supplement relating to a Series of
Certificates, the Seller or any affiliate thereof may purchase some or all of
one or more Classes of Certificates of such Series from the underwriter or
underwriters at a price specified or described in such Prospectus Supplement.
Such purchaser may thereafter from time to time offer and sell, pursuant to this
Prospectus, some or all of such Certificates so purchased directly, through one
or more underwriters to be designated at the time of the offering of such
Certificates or through dealers acting as agent and/or principal. Such offering
may be restricted in the matter specified in such Prospectus Supplement. Such
transactions may be effected at market prices prevailing at the time of sale, at
negotiated prices or at fixed prices. The underwriters and dealers participating
in such purchaser's offering of such Certificates may receive compensation in
the form of underwriting discounts or commissions from such purchaser and such
dealers may receive commissions from the investors purchasing such Certificates
for whom they may act as agent (which discounts or commissions will not exceed
those customary in those types of transactions involved). Any dealer that
participates in the distribution of such Certificates may be deemed to be an
"underwriter" within the meaning of the Securities Act, and any commissions and
discounts received by such dealer and any profit on the resale of such
Certificates by such dealer might be deemed to be underwriting discounts and
commissions under the Securities Act.

98
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of each Series of Certificates will be used
by the Seller for the purchase of the Mortgage Loans represented by the
Certificates of such Series from Norwest Mortgage. It is expected that Norwest
Mortgage will use the proceeds from the sale of the Mortgage Loans to the Seller
for its general business purposes, including, without limitation, the
origination or acquisition of new mortgage loans and the repayment of borrowings
incurred to finance the origination or acquisition of mortgage loans, including
the Mortgage Loans underlying the Certificates of such Series.
LEGAL MATTERS
Certain legal matters, including the federal income tax consequences to
Certificateholders of an investment in the Certificates of a Series, will be
passed upon for the Seller by Cadwalader, Wickersham & Taft, New York.
RATING
It is a condition to the issuance of the Certificates of any Series offered
pursuant to this Prospectus and a Prospectus Supplement that they be rated in
one of the four highest categories by at least one Rating Agency.
A securities rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning Rating
Agency. Each securities rating should be evaluated independently of any other
rating.

99
<PAGE>
INDEX OF SIGNIFICANT DEFINITIONS
<TABLE>
<CAPTION>
TERM PAGE
- ---------------------------------------------- ---------
<S> <C>
1986 Act...................................... 68
Accrual Certificates.......................... 34
Advances...................................... 45
ALTA.......................................... 23
Balloon Loan.................................. 17
Balloon Period................................ 17
Bankruptcy Code............................... 60
Bankruptcy Loss............................... 35
Bankruptcy Loss Amount........................ 35
Beneficial Owner.............................. 30
Book-Entry Certificates....................... 9
Buy-Down Fund................................. 17
Buy-Down Loans................................ 17
Cede.......................................... 30
CERCLA........................................ 62
Certificate Account........................... 42
Certificateholder............................. 30
Certificates.................................. Cover
Class......................................... Cover
Cleanup Costs................................. 62
Code.......................................... 9
Commission.................................... 2
condotels..................................... 13
cooperatives.................................. 13
Correspondents................................ 18
Credit Score.................................. 20
DCR........................................... 94
Deferred Interest............................. 15
Definitive Certificates....................... 9
Delegated Underwriting........................ 19
Department.................................... 93
Depository.................................... 42
Detailed Information.......................... 2
Disqualified Organization..................... 80
Distribution Date............................. 8
DTC........................................... 9
DTC Participants.............................. 31
Due Date...................................... 15
Due on Sale................................... 64
EDGAR......................................... 2
Eligible Custodial Account.................... 42
Eligible Investments.......................... 43
EPA........................................... 63
ERISA......................................... 9
Excess Bankruptcy Losses...................... 35
Excess Fraud Losses........................... 35
Excess Special Hazard Losses.................. 35
FDIC.......................................... 42
FHLBB......................................... 64
FHLMC......................................... 23

<CAPTION>
TERM PAGE
- ---------------------------------------------- ---------
<S> <C>
FICO Score.................................... 20
Fitch......................................... 94
Fixed Retained Yield.......................... 33
FNMA.......................................... 23
Fraud Loss.................................... 35
Fraud Loss Amount............................. 35
Garn Act...................................... 64
GEMICO........................................ 24
Indirect DTC Participants..................... 31
IRA........................................... 92
Joint Ventures................................ 18
Liquidation Proceeds.......................... 43
Loan Stores................................... 18
Master Servicer............................... Cover
Master Servicing Fee.......................... 33
Moody's....................................... 94
Mortgage Interest Rate........................ 33
Mortgage Loans................................ Cover
Mortgage Notes................................ 13
Mortgaged Properties.......................... 13
Mortgages..................................... 13
NCUA.......................................... 97
Net Foreclosure Profits....................... 33
Net Mortgage Interest Rate.................... 33
Non-Pro Rata Certificate...................... 69
Non-U.S. Person............................... 84
Norwest Bank.................................. Cover
Norwest Corporation........................... 17
Norwest Funding............................... 18
Norwest Mortgage.............................. Cover
Norwest Mortgage Sale Agreement............... 51
OID Regulations............................... 69
Other Advances................................ 45
OTS........................................... 64
Partial Liquidation Proceeds.................. 33
Pass-Through Rate............................. 7
Pass-Through Entity........................... 80
Paying Agent.................................. 44
PCBs.......................................... 62
Percentage Interest........................... 32
Periodic Advances............................. 8
Plans......................................... 92
Policy Statement.............................. 97
Pool Distribution Amount...................... 32
Pool Insurers................................. 24
Pooling and Servicing Agreement............... 6
Prepayment Assumption......................... 70
Proposed Mark to Market Regulations........... 82
PTE 83-1...................................... 95
Qualified Mortgage............................ 29
</TABLE>

100
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- ---------------------------------------------- ---------
<S> <C>
Rating Agency................................. 10
Record Date................................... 8
Regular Certificateholder..................... 68
Regular Certificates.......................... 30
Regulations................................... 93
Relief Act.................................... 61
REMIC......................................... Cover
REMIC Certificates............................ 66
REMIC Pool.................................... 66
REMIC Regulations............................. 66
Remittance Date............................... 42
Reserve Fund.................................. 37
Residual Certificates......................... 30
Residual Holders.............................. 76
Restricted Group.............................. 95
Rules......................................... 31
S&P........................................... 94
SBJPA of 1996................................. 67
Securities Act................................ 2
Seller........................................ Cover
Senior Certificates........................... Cover
Series........................................ Cover
Servicer...................................... Cover
Servicer Custodial Account.................... 42
Servicing Account............................. 46
Servicing Fee................................. 33
SMMEA......................................... 96

<CAPTION>
TERM PAGE
- ---------------------------------------------- ---------
<S> <C>
Special Hazard Loss........................... 35
Special Hazard Loss Amounts................... 35
Standard Hazard Insurance Policy.............. 48
Startup Day................................... 67
Stripped Certificateholder.................... 90
Stripped Certificates......................... 86
Subclass...................................... Cover
Subordinated Certificates..................... Cover
Subsidy Account............................... 16
Subsidy Loans................................. 16
Subsidy Payments.............................. 16
Superliens.................................... 62
Title V....................................... 65
T.O.P. Loans.................................. 23
Treasury Regulations.......................... 52
Trust Estate.................................. Cover
Trustee....................................... 57
Trustee Fee................................... 33
U.S. Person................................... 81
UCC........................................... 59
UGRIC......................................... 24
Underlying Servicing Agreement................ 6
Underwriter's Exemption....................... 94
Voting Interests.............................. 54
Window Period................................. 64
Window Period Loans........................... 64
Window Period States.......................... 64
</TABLE>

101
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are as set forth below. All such expenses except for the
registration fees are estimated.

<TABLE>
<S> <C>
SEC Registration Fee........................................... $ *
Legal Fees and Expenses........................................ *
Accounting Fees and Expenses................................... *
Trustee's Fees and Expenses
(including counsel fees)...................................... *
Printing and Engraving Fees.................................... *
Rating Agency Fees............................................. *
Miscellaneous.................................................. *
----------
Total...................................................... $ *
----------
----------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a Delaware
corporation may indemnify any persons, including officers and directors, who are
made, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer or director acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

- ------------------------
* To be provided by amendment.

II-1
<PAGE>
The By-laws of Norwest Structured Assets, Inc. provide for indemnification
of officers and directors to the full extent permitted by the Delaware General
Corporation Law.
The Pooling and Servicing Agreements for each Series of Certificates provide
either that the Registrant and the partners, directors, officers, employees and
agents of the Registrant, or that the Master Servicer and the partners,
directors, officers, employees and agents of the Master Servicer, will 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 the Pooling and Servicing Agreement or the Certificates,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of his or its
duties thereunder or by reason of reckless disregard of his or its obligations
and duties thereunder.
ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of Norwest Structured Assets, Inc.
3.2 By-laws of Norwest Structured Assets, Inc.
4.1 Form of Pooling and Servicing Agreement.
5.1 Opinion of Cadwalader, Wickersham & Taft with respect to certain matters involving the
Certificates.
8.1 Opinion of Cadwalader, Wickersham & Taft as to tax matters.
10.1 Form of Servicing Agreement.
23.1 Consent of Cadwalader, Wickersham & Taft (included as part of Exhibits 5.1 and 8.1).
23.2 Consent of Coopers & Lybrand regarding Financial Security Assurance Inc.
24.1 Power of Attorney (included on page II-5 of this Registration Statement).
</TABLE>

ITEM 17. UNDERTAKINGS.
(a) Undertaking pursuant to Rule 415.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

II-2
<PAGE>
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Undertaking in respect of indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Des Moines, State of Iowa on December 12,
1996.
By: /s/ STEPHEN D. MORRISON
-----------------------------------
Name: Stephen D. Morrison
Title: President

II-4
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen D. Morrison, James B. Svinth and Robert
Gorsche, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for and in his name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement and any or all other
documents in connection therewith, and to file the same, with all exhibits
thereto, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS FORM S-3
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------------------- -------------------------------- -----------------------
<C> <S> <C>
/s/ STEPHEN D. MORRISON
------------------------------------------- President, Secretary, Director December 12, 1996
Stephen D. Morrison and Chief Executive Officer
/s/ ALTA JONES Senior Vice President, Chief
------------------------------------------- Accounting Officer and Chief December 12, 1996
Alta Jones Financial Officer
/s/ JAMES B. SVINTH
------------------------------------------- Executive Vice President and December 12, 1996
James B. Svinth Director
/s/ ROBERT GORSCHE
------------------------------------------- Director December 11, 1996
Robert Gorsche
</TABLE>

II-5
<PAGE>
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
NORWEST STRUCTURED ASSETS, INC.
(Exact Name of Registrant as Specified in Governing Instruments)
-------------------
EXHIBITS

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------- -----------------------------------------------------------------------------------------------
<C> <S> <C>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of Norwest Structured Assets, Inc.
3.2 By-laws of Norwest Structured Assets, Inc.
4.1 Form of Pooling and Servicing Agreement.
5.1 Opinion of Cadwalader, Wickersham & Taft with respect to certain matters involving the
Certificates.
8.1 Opinion of Cadwalader, Wickersham & Taft as to tax matters.
10.1 Form of Servicing Agreement.
23.1 Consent of Cadwalader, Wickersham & Taft (included as part of Exhibits 5.1 and 8.1).
23.2 Consent of Coopers & Lybrand regarding Financial Security Assurance Inc.
24.1 Power of Attorney (included on page II-5 of this Registration Statement).
</TABLE>

<PAGE>

[FORM OF UNDERWRITING AGREEMENT]

NORWEST STRUCTURED ASSETS, INC.
Mortgage Asset-Backed Pass-Through Certificates

(Issuable in Series)

UNDERWRITING AGREEMENT

__________[ ], 199_

[Underwriter]
[Address]

Ladies and Gentlemen:

Norwest Structured Assets, Inc., a Delaware corporation (the "Company")
proposes to issue and sell from time to time its Mortgage Asset-Backed
Pass-Through Certificates in various series, each series of which may be divided
into classes and each class of which may be divided into subclasses, in one or
more offerings on terms determined at the time of sale. One or more series of
Mortgage Asset-Backed Pass-Through Certificates may be offered through you, as
underwriter (the "Underwriter"). Whenever the Company determines to make an
offering of a series of its Mortgage Asset-Backed Pass-Through Certificates
through the Underwriter, the Company and Norwest Mortgage, Inc., a California
corporation ("Norwest Mortgage"), will enter into an agreement (the "Terms
Agreement") with the Underwriter, in substantially the form attached hereto as
Exhibit A, providing for the sale of such series of Mortgage Asset-Backed
Pass-Through Certificates to the Underwriter. The Company is a wholly-owned
subsidiary of Norwest Mortgage. The Mortgage Asset-Backed Pass-Through
Certificates of the series, classes and subclasses to be sold in each offering
to the Underwriter under this Underwriting Agreement, as supplemented by the
applicable Terms Agreement, are hereinafter referred to as the "Certificates".
The Certificates will have the characteristics set forth in the applicable Terms
Agreement and will evidence the ownership interests in a trust consisting of
mortgage loans acquired by the Company (the "Mortgage Loans") and related
property but excluding the Fixed Retained Yield, if any, specified in the Terms
Agreement (collectively, the "Trust Estate"). The Mortgage Loans will be of the
type described in, and will have the characteristics and aggregate principal
balance set forth in, the Prospectus Supplement (as hereinafter defined).

The Certificates will be issued under a pooling and servicing agreement
(the "Pooling and Servicing Agreement"), dated as of the close of business on
the date specified in the applicable Terms Agreement, by and among the Company,
as depositor, Norwest Bank Minnesota, National Association, a national banking
association ("Norwest Bank"), as master
<PAGE>

servicer (in such capacity, the "Master Servicer"), the trustee identified in
the applicable Terms Agreement, as trustee (the "Trustee") and, if applicable,
the trust administrator identified in the applicable Terms Agreement, as trust
administrator (the "Trust Administrator"). The Certificates will be issued in
denominations of $100,000, or such lesser amount as may be specified in the
applicable Terms Agreement, and will have the terms set forth in the Prospectus
Supplement. The Certificates will conform in all material respects to the
description thereof contained in the applicable Terms Agreement and the
Prospectus Supplement. The Terms Agreement may take the form of an exchange of
any standard form of written communication between the Underwriter, the Company
and Norwest Mortgage. Each offering of Mortgage Asset-Backed Pass-Through
Certificates under this Underwriting Agreement will be governed by this
Underwriting Agreement, as supplemented by the applicable Terms Agreement. This
Underwriting Agreement, as supplemented by the applicable Terms Agreement, is
referred to herein as "this Agreement".

1. REPRESENTATIONS AND WARRANTIES. (a) The Company represents and
warrants to, and agrees with, the Underwriter as of the date of the applicable
Terms Agreement that:

(i) A registration statement (File No. ___________), including a
prospectus, has been filed with the Securities and Exchange Commission (the
"Commission") and has become effective under the Securities Act of 1933, as
amended (the "Act"), and no stop order suspending the effectiveness of such
registration statement has been issued and no proceedings for that purpose
have been initiated or to the Company's knowledge threatened by the
Commission; and the prospectus in the form in which it will be used in
connection with the offering of the Certificates is proposed to be
supplemented by a prospectus supplement relating to the Certificates and,
as so supplemented, to be filed with the Commission pursuant to Rule 424
under the Act. (Such registration statement, as amended to the date of the
applicable Terms Agreement, excluding for purposes of this Agreement any
information contained in any Form 8-K filed and incorporated by reference
therein pursuant to Section 9 hereof or pursuant to any other underwriting
agreement entered into by the Company, is hereinafter referred to as the
"Registration Statement"; such prospectus supplement, as first filed with
the Commission, is hereinafter referred to as the "Prospectus Supplement";
and such prospectus, in the form in which it will first be filed with the
Commission in connection with the offering of the Certificates, as
supplemented by the Prospectus Supplement, is hereinafter referred to as
the "Prospectus"; all references herein to the Prospectus or to the
Prospectus, as revised, amended, or supplemented, shall be deemed to
exclude any information contained in any Form 8-K filed and incorporated by
reference therein pursuant to Section 9 hereof or pursuant to any other
underwriting agreement entered into by the Company).

2
<PAGE>

(ii) The Registration Statement and the Prospectus, as of the date of
the Prospectus Supplement, will conform, and the Registration Statement and
the Prospectus, as revised, amended or supplemented and filed with the
Commission prior to the termination of the offering of the Certificates, as
of their respective effective or issue dates, will conform in all material
respects to the requirements of the Act and the rules and regulations of
the Commission thereunder applicable to such documents as of such
respective dates, and the Registration Statement and the Prospectus, as
revised, amended or supplemented and filed with the Commission as of the
"Closing Date" (as hereinafter defined), will conform in all material
respects to the requirements of the Act and the rules and regulations of
the Commission thereunder applicable to such documents; and the
Registration Statement and the Prospectus, as of the date of the Prospectus
Supplement, will not include any untrue statement of a material fact or
will not omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and, in the case of
the Prospectus, as revised, amended or supplemented and filed prior to the
Closing Date, as of the Closing Date, will not include any untrue statement
of a material fact or will not omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
PROVIDED, HOWEVER, that the Company makes no representations, warranties or
agreements (A) as to the information contained in or omitted from the
Prospectus or any revision or amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in writing to
the Company by or on behalf of the Underwriter specifically for use in
connection with the preparation of the Prospectus or any revision or
amendment thereof or supplement thereto or (B) based on the failure by the
Underwriter to deliver to the Company in a timely manner any information
required to be filed by the Company pursuant to Section 9 or as to any
untrue statement or alleged untrue statement of a material fact contained
in such information, or an omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, when considered in conjunction with the Prospectus, and
in the light of the circumstances under which they were made, not
misleading, except to the extent that such misstatements are the result of
inaccurate information with respect to the Mortgage Loans supplied by the
Company to the Underwriter which was not corrected by information
subsequently supplied by the Company to the Underwriter at any time prior
to the earlier of (Y) the written confirmation of a sale of the
Certificates, which sale results in the loss, claim, damage or liability
arising out of or based upon such misstatement, and (Z) the 90th day
following the filing of the Prospectus, as amended or supplemented, with
the Commission.

(iii) Assuming that certain of the Certificates are rated at the time
of issuance in one of the two highest rating categories by a nationally
recognized statistical rating organization, each such Certificate at such
time will be a "mortgage related security" as

3
<PAGE>

such term is defined in Section 3(a)(41) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

(iv) Each of the Certificates will conform in all material respects to
the description thereof contained in the Prospectus, and each of the
Certificates, when validly authenticated, issued and delivered in
accordance with the Pooling and Servicing Agreement, will be duly and
validly issued and outstanding and entitled to the benefits of the Pooling
and Servicing Agreement, and immediately prior to the delivery of the
Certificates to the Underwriter, the Company will own the Certificates, and
upon such delivery the Underwriter will acquire title thereto, free and
clear of any lien, pledge, encumbrance or other security interest other
than one created or granted by the Underwriter or permitted by the Pooling
and Servicing Agreement.

(v) This Agreement has been duly authorized, executed and delivered
by the Company and, as of the Closing Date, the Pooling and Servicing
Agreement will have been duly authorized, executed and delivered by the
Company and will conform in all material respects to the description
thereof contained in the Prospectus and, assuming the valid execution
thereof by the Trustee, the Trust Administrator, if applicable, and the
Master Servicer, the Pooling and Servicing Agreement will constitute a
valid and binding agreement of the Company enforceable in accordance with
its terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement of
creditors' rights and by general equity principles.

(vi) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware with
corporate power and authority to own its properties and conduct its
business as described in the Prospectus and to enter into and perform its
obligations under the Pooling and Servicing Agreement and this Agreement.

(vii) Neither the issuance or delivery of the Certificates, nor the
consummation of any other of the transactions contemplated herein, nor
compliance with the provisions of the Pooling and Servicing Agreement or
this Agreement, will conflict with or result in the breach of any material
term or provision of the certificate of incorporation or bylaws of the
Company, and the Company is not in breach or violation of or in default
(nor has an event occurred which with notice or lapse of time or both would
constitute a default) under the terms of (i) any indenture, contract,
lease, mortgage, deed of trust, note agreement or other evidence of
indebtedness or other agreement, obligation or instrument to which the
Company is a party or by which it or its properties are bound, or (ii) any
law, decree, order, rule or regulation applicable to the Company of any
court or supervisory, regulatory, administrative or governmental agency,
body or

4
<PAGE>

authority, or arbitrator having jurisdiction over the Company, or its
properties, the default in or the breach or violation of which would have a
material adverse effect on the Company or the ability of the Company to
perform its obligations under the Pooling and Servicing Agreement; and
neither the delivery of the Certificates, nor the consummation of any other
of the transactions contemplated herein, nor the compliance with the
provisions of the Pooling and Servicing Agreement or this Agreement will
result in such a breach, violation or default which would have such a
material adverse effect.

(viii) No filing or registration with, notice to, or consent, approval,
authorization or order or other action of, any court or governmental
authority or agency is required for the consummation by the Company of the
transactions contemplated by this Agreement or the Pooling and Servicing
Agreement (other than as required under state securities laws or Blue Sky
laws, as to which no representations and warranties are made by the
Company), except such as have been, or will have been prior to the Closing
Date, obtained under the Act, and such recordations of the assignment of
the Mortgage Loans to the Trustee or, if applicable, to the Trust
Administrator on behalf of the Trustee, pursuant to the Pooling and
Servicing Agreement that have not yet been completed.

(ix) There is no action, suit or proceeding before or by any court,
administrative or governmental agency, or other tribunal, domestic or
foreign, now pending to which the Company is a party, or to the best of the
Company's knowledge threatened against the Company, which could reasonably
result individually or in the aggregate in any material adverse change in
the condition (financial or otherwise), earnings, affairs, regulatory
situation or business prospects of the Company or could reasonably
interfere with or materially and adversely affect the consummation of the
transactions contemplated herein.

(x) At the Closing Date the representations and warranties made by
the Company in the Pooling and Servicing Agreement will be true and correct
in all material respects as of the date made.

(xi) At the time of execution and delivery of the Pooling and
Servicing Agreement, the Company will own the mortgage notes (the "Mortgage
Notes") being transferred to the Trust Estate pursuant thereto, free and
clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or
other security interest (collectively, "Liens"), except to the extent
permitted in the Pooling and Servicing Agreement, and will not have
assigned to any person other than the Trust Estate any of its right, title
or interest, exclusive of the Fixed Retained Yield, if any, in the Mortgage
Notes. The Company will have the power and authority to transfer the
Mortgage Notes to the Trust Estate and to transfer the Certificates to the
Underwriter, and, upon execution and delivery to

5
<PAGE>

the Trustee of the Pooling and Servicing Agreement, payment by the
Underwriter for the Certificates, and delivery to the Underwriter of the
Certificates, the Trust Estate will own the Mortgage Notes (exclusive of
the Fixed Retained Yield, if any) and the Underwriter will acquire title to
the Certificates, in each case free of Liens except to the extent permitted
by the Pooling and Servicing Agreement.

(xii) Any taxes, fees and other governmental charges in connection with
the execution, delivery and issuance of this Agreement, the Pooling and
Servicing Agreement and the Certificates have been or will be paid by the
Company at or prior to the Closing Date, except for fees for recording
assignments of mortgage loans to the Trustee or, if applicable, to the
Trust Administrator on behalf of the Trustee, pursuant to the Pooling and
Servicing Agreement that have not yet been completed, which fees will be
paid by the Company in accordance with the Pooling and Servicing Agreement.

(xiii) The transfer of the Mortgage Loans and the related assets to the
Trust Estate at the Closing Date will be treated by the Company for
financial accounting and reporting purposes as a sale of assets and not as
a pledge of assets to secure debt.

(b) Norwest Mortgage represents and warrants to, and agrees with, the
Underwriter as of the date of the applicable Terms Agreement that:

(i) Norwest Mortgage has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
California with corporate power and authority to own its properties and
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement.

(ii) The execution and delivery by Norwest Mortgage of this Agreement
are within the corporate power of Norwest Mortgage and have been duly
authorized by all necessary corporate action on the part of Norwest
Mortgage.

(iii) Neither the execution and delivery of this Agreement, nor the
consummation by Norwest Mortgage of any other of the transactions
contemplated herein, nor compliance with the provisions of this Agreement,
will conflict with or result in the breach of any material term or
provision of the certificate of incorporation or bylaws of Norwest
Mortgage.

(iv) This Agreement has been duly authorized, executed and delivered
by Norwest Mortgage.

2. PURCHASE PRICE. The purchase price at which the Underwriter will
purchase the Certificates shall be the aggregate purchase price set forth in the
applicable Terms Agreement.

6
<PAGE>

3. DELIVERY AND PAYMENT. The Certificates shall be delivered at the
office, on the date and at the time specified in the applicable Terms Agreement,
which place, date and time may be changed by agreement between the Underwriter
and the Company (such date and time of delivery of and payment for the
Certificates being hereinafter referred to as the "Closing Date"). Delivery of
the Certificates shall be made to the Underwriter against payment by the
Underwriter of the purchase price therefor to or upon the order of the Company
in same-day funds. The Certificates shall be registered in such names and in
such denominations as the Underwriter may have requested not less than two
business days prior to the Closing Date. The Company agrees to have the
Certificates available for inspection, checking and packaging in New York, New
York, on the business day prior to the Closing Date.

4. OFFERING BY UNDERWRITER. It is understood that the Underwriter
proposes to offer the Certificates for sale as set forth in the Prospectus and
that the Underwriter will not offer, sell or otherwise distribute the
Certificates (except for the sale thereof in exempt transactions) in any state
in which the Certificates are not exempt from registration under state
securities laws or Blue Sky laws (except where the Certificates will have been
qualified for offering and sale at the direction of the Underwriter under such
state securities laws or Blue Sky laws). In connection with such offering(s),
the Underwriter agrees to provide the Company with information related to the
offer and sale of the Certificates that is reasonably requested by the Company,
from time to time (but not in excess of one year from the Closing Date), and
necessary for complying with its tax reporting obligations, including, without
limitation, the issue price of the Certificates.

The Underwriter further agrees that it will not sell or transfer any
Certificate or interest therein in the initial sale or transfer of such
Certificate by the Underwriter in an amount less than the minimum denomination
for such Certificate to be set forth in the Prospectus Supplement.

5. AGREEMENTS. The Company agrees with the Underwriter that:

(a) The Company will cause the Prospectus to be filed with the Commission
pursuant to Rule 424 under the Act and, if necessary, within 15 days of the
Closing Date, will file a report on Form 8-K setting forth specific information
concerning the Certificates (but will not include any information required to be
filed under Section 9), and will promptly advise the Underwriter when the
Prospectus has been so filed, and, prior to the termination of the offering of
the Certificates, will also promptly advise the Underwriter (i) when any
amendment to the Registration Statement has become effective or any revision of
or supplement to the Prospectus has been so filed (unless such amendment,
revision or supplement does not relate to the Certificates), (ii) of any request
by the Commission for any amendment of the Registration Statement or the
Prospectus or for any additional information

7
<PAGE>

(unless such request does not relate to the Certificates), and (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement with respect to the Certificates or the institution or,
to the knowledge of the Company, the threatening of any proceeding for that
purpose. The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the withdrawal
thereof. Except as otherwise provided in Section 5(b) hereof, the Company will
not file prior to the termination of such offering any amendment to the
Registration Statement or any revision of or supplement to the Prospectus (other
than any such amendment, revision or supplement which does not relate to the
Certificates) which shall be disapproved by the Underwriter after reasonable
notice and review of such filing.

(b) If, at any time when a prospectus relating to the Certificates is
required to be delivered under the Act (i) any event occurs as a result of which
the Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein in the light of the circumstances under which they were
made not misleading, or (ii) it shall be necessary to revise, amend or
supplement the Prospectus to comply with the Act or the rules and regulations of
the Commission thereunder, the Company promptly will notify the Underwriter and
will, upon request of the Underwriter, or may, after consultation with the
Underwriter, prepare and file with the Commission a revision, amendment or
supplement which will correct such statement or omission or effect such
compliance, and furnish without charge to the Underwriter as many copies as the
Underwriter may from time to time reasonably request of an amended Prospectus or
a supplement to the Prospectus which will correct such statement or omission or
effect such compliance.

(c) The Company will (i) furnish to the Underwriter and counsel for the
Underwriter, without charge, conformed copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus relating
to the Certificates is required under the Act, as many copies of the Prospectus
and any revisions or amendments thereof or supplements thereto as may be
reasonably requested, and (ii) file promptly all reports and any definitive
proxy or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (as
such requirements may be modified pursuant to Section 12(h) of the Exchange Act)
subsequent to the date of the Prospectus and for so long as the delivery of a
prospectus is required in connection with the offering or sale of the
Certificates.

(d) The Company will, as between itself and the Underwriter, pay all
expenses incidental to the performance of its obligations under this Agreement
including, without limitation, (i) expenses of preparing, printing and
reproducing the Registration Statement, the Prospectus, the Pooling and
Servicing Agreement and the Certificates, (ii) the cost of delivering the
Certificates to the Underwriter, insured to the satisfaction of the Underwriter,

8
<PAGE>

(iii) the fees charged by securities rating services for rating the
Certificates, (iv) the fees and expenses of the Trustee, the Trust
Administrator, if applicable, and any agent of the Trustee or the Trust
Administrator, if applicable, and the fees and disbursements of counsel for the
Trustee and the Trust Administrator, if applicable, in connection with the
Pooling and Servicing Agreement and the Certificates, and (v) all other costs
and expenses incidental to the performance by the Company of the Company's
obligations hereunder which are not otherwise specifically provided for in this
subsection. It is understood that, except as provided in this paragraph (d) and
in Sections 7 and 12 hereof, the Underwriter will pay all of its own expenses,
including (i) the fees of any counsel to the Underwriter, (ii) any transfer
taxes on resale of any of the Certificates by it, (iii) any advertising expenses
connected with any offers that the Underwriter may make, (iv) any expenses for
the qualification of the Certificates under state securities laws or Blue Sky
laws, including filing fees and the fees and disbursements of counsel for the
Underwriter in connection therewith and in connection with the preparation of
any Blue Sky survey and (v) any expenses incurred in connection with the
preparation of any Computational Materials, Structural Term Sheets and
Collateral Term Sheets (each as defined in Section 9) and the filing of such
materials with the Commission.

(e) So long as any Certificates are outstanding, upon the request of the
Underwriter, the Company will, or will cause the Master Servicer to, furnish to
the Underwriter, as soon as available, a copy of (i) the annual statement of
compliance delivered by the Master Servicer to the Trustee under the Pooling and
Servicing Agreement, (ii) the annual independent public accountants' servicing
report furnished to the Trustee pursuant to the Pooling and Servicing Agreement,
(iii) each report of the Company regarding the Certificates filed with the
Commission under the Exchange Act or mailed to the holders of the Certificates,
and (iv) from time to time, such other information concerning the Certificates
which may be furnished by the Company or the Master Servicer without undue
expense and without violation of applicable law.

6. CONDITIONS TO THE OBLIGATION OF THE UNDERWRITER. The obligation of
the Underwriter to purchase the Certificates shall be subject to the accuracy in
all material respects of the representations and warranties on the part of the
Company and Norwest Mortgage contained herein as of the date of the applicable
Terms Agreement and as of the Closing Date, to the accuracy of the statements of
the Company and Norwest Mortgage made in any officer's certificate pursuant to
the provisions hereof, to the performance in all material respects by the
Company of its obligations hereunder and to the following additional conditions:

(a) No stop order suspending the effectiveness of the Registration
Statement with respect to the Certificates shall have been issued and no
proceedings for that purpose shall have been instituted and be pending or shall
have been threatened, and the Prospectus shall have been filed or mailed for
filing with the Commission not later than required pursuant to the rules and
regulations of the Commission.

9
<PAGE>

(b) The Company shall have furnished to the Underwriter a certificate,
dated the Closing Date, of the Company, signed by a vice president of the
Company, to the effect that the signer of such certificate has carefully
examined the Registration Statement, the Prospectus and this Agreement and that:

(i) The representations and warranties of the Company herein are true
and correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date, and the Company has complied
with all agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;

(ii) No stop order suspending the effectiveness of the Registration
Statement with respect to the Certificates has been issued, and no
proceedings for that purpose have been instituted and are pending or, to
his knowledge, have been threatened as of the Closing Date; and

(iii) Nothing has come to the attention of such person that would lead
him or her to believe that the Prospectus contains any untrue statement of
a material fact or omits to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading.

(c) The Company shall have caused Norwest Mortgage to furnish to the
Underwriter a certificate, dated the Closing Date, of Norwest Mortgage, signed
by a vice president or an assistant vice president of Norwest Mortgage, to the
effect that the representations and warranties of Norwest Mortgage herein are
true and correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date, and Norwest Mortgage has in all
material respects complied with all agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to the Closing Date.

(d) The Company shall have furnished to the Underwriter an opinion, dated
the Closing Date, of Cadwalader, Wickersham & Taft, counsel to the Company, to
the effect that:

(i) The Company is a corporation validly existing as a corporation in
good standing under the laws of the State of Delaware;

(ii) The Certificates have been duly authorized and executed and,
assuming authentication and delivery in the manner contemplated in the
Pooling and Servicing Agreement, are validly issued and outstanding and
entitled to the benefits provided by the Pooling and Servicing Agreement
and this Agreement, and upon delivery by the Company of the Certificates to
the Underwriter and payment by the Underwriter of the purchase price
therefor in the manner contemplated by this Agreement, the Underwriter

10
<PAGE>

will acquire the Certificates free and clear of any lien, pledge,
encumbrance or other security interest other than one created or granted by
the Underwriter or permitted by the Pooling and Servicing Agreement;

(iii) Assuming that the Certificates are rated at the time of issuance
in one of the two highest rating categories by a nationally recognized
statistical rating organization, each such Certificate at such time will be
a "mortgage related security" as such term is defined in Section 3(a)(41)
of the Exchange Act;

(iv) The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by the Company and, assuming valid execution and
delivery thereof by the Master Servicer, the Trustee and the Trust
Administrator, if applicable, constitutes a valid and legally binding
agreement of the Company, enforceable against the Company in accordance
with its terms, subject to bankruptcy, insolvency, reorganization or other
laws of general applicability relating to or affecting creditors' rights
generally and to general equity principles, regardless of whether such
enforcement is considered in a proceeding at law or in equity;

(v) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and the Trust
Estate (as defined in the Pooling and Servicing Agreement) is not required
to be registered under the Investment Company Act of 1940, as amended;

(vi) The Registration Statement has become effective under the Act,
and, to the best of the knowledge of such counsel, (x) no stop order
suspending the effectiveness of the Registration Statement with respect to
the Certificates has been issued and no proceedings for that purpose have
been instituted or are pending or have been threatened under the Act; (y)
the Registration Statement and the Prospectus, as of the date of the
Prospectus Supplement, and each revision or amendment thereof or supplement
thereto relating to the Certificates, as of its effective or issue

11
<PAGE>

date, appeared on their respective faces to be appropriately responsive in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder applicable to such documents as of
such respective dates; and (z) the Prospectus, as revised, amended or
supplemented as of the Closing Date, will conform in all material respects
to the requirements of the Act and the rules and regulations of the
Commission thereunder applicable to such documents as to be used as of the
Closing Date; in the course of such counsel's review of the Registration
Statement and the Prospectus and discussion of the same with certain
officers of the Company and its accountants, no facts came to the attention
of such counsel that caused such counsel to believe that the Registration
Statement or the Prospectus, as of the date of the Prospectus Supplement,
or any revision or amendment thereof or supplement thereto, as of its
effective or issue date, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or that the Prospectus, or any
revision or amendment thereof or supplement thereto filed prior to the date
of such opinion, as of the date of such opinion, contained any untrue
statement of a material fact or omitted to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading; the descriptions in the Registration
Statement and the Prospectus, as of the date of such opinion, of the
Certificates and the Pooling and Servicing Agreement and such descriptions,
as of the date of the Prospectus Supplement, of the aspects of certain
statutes as set forth in the Prospectus under the headings "ERISA
Considerations" and "Certain Federal Income Tax Consequences" were, to the
extent that they constitute matters of law or legal conclusions, accurate;
and such counsel does not know of any contracts or documents relating to
the Company of a character required to be described in or to be filed as
exhibits to the Registration Statement, as of the date of the Prospectus
Supplement, which were not described and filed as required; it being
understood that such counsel need express no opinion as to the financial
statements or other financial, numerical or statistical data contained in
the Registration Statement or the Prospectus or any material incorporated
by reference in the Registration Statement or the Prospectus;

(vii) This Underwriting Agreement and the applicable Terms Agreement
have been duly authorized, executed and delivered by the Company;

(viii) No consent, approval, authorization or order of any State of New
York or federal governmental agency or body or, to the knowledge of such
counsel, any State of New York or federal court is required for the
consummation by the Company of the transactions contemplated by the terms
of this Agreement or the Pooling and Servicing Agreement except such as may
be required under the Blue Sky laws of any jurisdiction in connection with
the offering, sale or acquisition of the Certificates, any recordations of
the assignment of the mortgage loans to the Trustee or, if applicable, to
the Trust Administrator on behalf of the Trustee, pursuant to the Pooling
and Servicing Agreement that have not yet been completed and such other
approvals as have been obtained;

(ix) The sale of the Certificates to the Underwriter pursuant to this
Agreement and the consummation of any of the transactions contemplated by
the terms of the Pooling and Servicing Agreement or this Agreement do not
conflict with or result in a breach or violation of any material term or
provision of, or constitute a default under, the certificate of
incorporation or bylaws of the Company, or, to the knowledge of such
counsel, without independent investigation, any indenture or other
agreement or

12
<PAGE>

instrument to which the Company is a party or by which it is bound, or any
State of New York or federal statute or regulation applicable to the
Company or, to the knowledge of such counsel, without independent
investigation, an order of any State of New York or federal court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Company; and

(x) To the knowledge of such counsel, without independent
investigation, after due inquiry, there are no legal or governmental
actions, investigations or proceedings pending to which the Company is a
party, or threatened against the Company, (A) asserting the invalidity of
this Agreement, the Pooling and Servicing Agreement or the Certificates,
(B) seeking to prevent the issuance of the Certificates or the consummation
of any of the transactions contemplated by this Agreement, (C) which might
materially and adversely affect the performance by the Company of its
obligations under, or the validity or enforceability of, this Agreement,
the Pooling and Servicing Agreement or the Certificates or (D) seeking to
affect adversely the federal income tax attributes of the Certificates as
described in the Prospectus under the heading "Certain Federal Income Tax
Consequences." For purposes of the foregoing, such counsel may state that
it has not regarded any legal or governmental actions, investigations or
proceedings to be "threatened" unless the potential litigant or
governmental authority has manifested to the Company a present intention to
initiate such proceedings.

Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement and the Pooling and
Servicing Agreement. Such opinion may assume the due authorization, execution
and delivery of the instruments and documents referred to therein by the parties
thereto other than the Company. Such opinion may be qualified as an opinion
only on the laws of the State of New York, the laws of each state in which the
writer of the opinion is admitted to practice law and the federal law of the
United States. To the extent that such firm relies upon the opinion of other
counsel in rendering any portion of its opinion, the opinion of such other
counsel shall be attached to and delivered with the opinion of such firm that is
delivered to the Underwriter.

(e) Norwest Bank shall have furnished to the Underwriter an opinion, dated
the Closing Date, of counsel to Norwest Bank (who may be an employee of Norwest
Bank), to the effect that:

(i) Norwest Bank has been duly incorporated and is validly existing
as a national banking association and has the power and authority to enter
into, and to take all action required of it under, the Pooling and
Servicing Agreement;

13
<PAGE>

(ii) The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by Norwest Bank and, assuming valid execution and
delivery thereof by the Company, the Trustee and the Trust Administrator,
if applicable, the Pooling and Servicing Agreement constitutes a valid and
legally binding agreement of Norwest Bank, enforceable against Norwest Bank
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization or other laws of general applicability relating to or
affecting creditors' rights generally and to general equity principles
regardless of whether such enforcement is considered in a proceeding at law
or in equity;

(iii) No consent, approval, authorization or order of any Minnesota or
federal court or governmental agency or body is required for the
consummation by Norwest Bank of the transactions contemplated by the
Pooling and Servicing Agreement except any such as may be required under
the Blue Sky laws of any jurisdiction in connection with the offering, sale
or acquisition of the Certificates, any recordations of the assignment of
the mortgage loans evidenced by the Certificates pursuant to the Pooling
and Servicing Agreement that have not yet been completed and any approvals
as have been obtained;

(iv) The consummation by Norwest Bank of any of the transactions
contemplated by the terms of the Pooling and Servicing Agreement does not,
to the knowledge of such counsel, conflict with or result in a breach or
violation of any material term or provision of, or constitute a default
under, the charter or bylaws of Norwest Bank, any indenture or other
agreement or instrument to which Norwest Bank is a party or by which it is
bound, any state or federal statute or regulation applicable to Norwest
Bank or, to the knowledge of such counsel, any order of any state or
federal court, regulatory body, administrative agency or governmental body
having jurisdiction over Norwest Bank; and

(v) To the best knowledge of such counsel, there are no legal or
governmental actions, investigations or proceedings pending to which
Norwest Bank is a party, or threatened against Norwest Bank, (A) asserting
the invalidity of the Pooling and Servicing Agreement or (B) which might
materially and adversely affect the performance by Norwest Bank of its
obligations under, or the validity or enforceability of, the Pooling and
Servicing Agreement. For purposes of the foregoing, such counsel may state
that it has not regarded any legal or governmental actions, investigations
or proceedings to be "threatened" unless the potential litigant or
governmental authority has manifested to a member of the legal department
of Norwest Bank having responsibility for litigation matters involving the
master servicing activities of Norwest Bank a present intention to initiate
such proceedings.

Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the

14
<PAGE>

parties to the Pooling and Servicing Agreement. Such opinion may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto other than Norwest Bank. Such opinion may be
qualified as an opinion only on the laws of the State of Minnesota and the
federal law of the United States and, with respect to the opinions set forth in
paragraph (e)(ii) above, the laws of the State of New York. To the extent that
such counsel relies upon the opinion of other counsel in rendering any portion
of its opinion, the opinion of such other counsel shall be attached to and
delivered with the opinion of such counsel that is delivered to the Underwriter.

(f) The Underwriter shall have received from counsel for the Underwriter
such opinion or opinions, dated the Closing Date, with respect to the issuance
and sale of the Certificates, the Registration Statement and the Prospectus, and
such other related matters as the Underwriter may reasonably require.

(g) The Company's independent accountants, as identified in the applicable
Terms Agreement (the "Independent Accountants"), shall have furnished to the
Underwriter a letter dated as of or prior to the date of first use of the
Prospectus Supplement in the form and reflecting the performance of the
procedures previously agreed to by the Company and the Underwriter.

(h) Subsequent to the date hereof, there shall not have occurred any
change, or any development involving a prospective change, in or affecting the
business or properties of the Company which the Underwriter concludes, in the
reasonable judgment of the Underwriter, materially impairs the investment
quality of the Certificates so as to make it impractical or inadvisable to
proceed with the public offering or the delivery of the Certificates as
contemplated by the Prospectus.

(i) The Certificates shall be rated not lower than the required ratings
set forth in the applicable Terms Agreement, such ratings shall not have been
rescinded and no public announcement shall have been made that either rating of
the Certificates has been placed under review (otherwise than for possible
upgrading).

(j) You shall have received an opinion of special counsel to the Company,
dated the Closing Date, in form and substance satisfactory to you, with respect
to certain state tax consequences under the tax laws of the jurisdiction in
which the Trustee is located relating to the Trust Estate and the holders of the
Certificates.

(k) You shall have received copies of any opinions of counsel to the
Company supplied to the rating organizations relating to certain matters with
respect to the Certificates. Any such opinions shall be dated the Closing Date
and addressed to you or accompanied by reliance letters to you or shall state
that you may rely upon them.

15
<PAGE>

(l) The Company shall have furnished to the Underwriter such further
information, certificates and documents as the Underwriter may reasonably have
requested, and all proceedings in connection with the transactions contemplated
by this Agreement and all documents incident hereto shall be in all material
respects reasonably satisfactory in form and substance to the Underwriter and
its counsel.

If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, this
Agreement and all obligations of the Underwriter hereunder may be canceled at,
or at any time prior to, the Closing Date by the Underwriter. Notice of such
cancellation shall be given to the Company in writing, or by telephone or
telegraph confirmed in writing.

7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless the Underwriter and each person who controls the
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
may become subject under the Act, the Exchange Act, or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or in the Prospectus, or in any
revision or amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it or him in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon (A) any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of the Underwriter specifically for use in
connection with the preparation thereof or (B) any untrue statement or alleged
untrue statement of a material fact contained in any information delivered by
the Underwriter to the Company pursuant to Section 9(e), or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, when
considered in conjunction with the Prospectus, and in the light of the
circumstances under which they were made, not misleading, except to the extent
that such misstatements are the result of inaccurate information with respect to
the Mortgage Loans supplied by the Company to the Underwriter which was not
corrected by information subsequently supplied by the Company to the Underwriter
at any time prior to the earlier of (i) the written confirmation of a sale of
the Certificates, which sale results in the loss, claim, damage or liability
arising out of

16
<PAGE>

or based upon such misstatement, and (ii) the 90th day following the filing of
the Prospectus, as amended or supplemented, with the Commission; provided,
further, that the Company shall not be liable to the Underwriter and each person
who controls the Underwriter with respect to any Prospectus or any Prospectus
Supplement to the extent that any loss, claim, damage or liability results from
the fact that the Certificates were offered or sold to a person to whom there
was not delivered, at or prior to the written confirmation of such sale, a copy
of the Prospectus or of the Prospectus as then revised, amended or supplemented
in any case where such delivery is required by the Act or the Exchange Act, if
the Company has previously furnished copies thereof to the Underwriter. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

(b) The Underwriter agrees to indemnify and hold harmless the Company, its
officers who signed the Registration Statement or any amendment thereof, its
directors, and each person who controls the Company within the meaning of either
the Act or the Exchange Act, and Norwest Mortgage, and each person who controls
Norwest Mortgage within the meaning of either the Act or the Exchange Act, (i)
to the same extent as the foregoing indemnities from the Company to the
Underwriter, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Underwriter specifically for use in connection with the preparation of the
Prospectus or any revision or amendment thereof or supplement thereto or (ii)
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) are based on, result from or arise out of any untrue statement or
alleged untrue statement of a material fact contained in any information
delivered by the Underwriter to the Company pursuant to Section 9(e), or arise
out of or are based upon the omission or alleged omission to state in such
information a material fact required to be stated therein or necessary to make
the statements therein, when considered in conjunction with the Prospectus, and
in the light of the circumstances under which they were made, not misleading;
except to the extent that such misstatements are the result of inaccurate
information with respect to the Mortgage Loans supplied by the Company to the
Underwriter which was not corrected by information subsequently supplied by the
Company to the Underwriter at any time prior to the earlier of (A) the written
confirmation of a sale of the Certificates, which sale results in the loss,
claim, damage or liability arising out of or based upon such misstatement, and
(B) the 90th day following the filing of the Prospectus, as amended or
supplemented, with the Commission. This indemnity agreement will be in addition
to any liability which the Underwriter may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified

17
<PAGE>

party otherwise than under this Section 7. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after receipt of
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation by the indemnified party
undertaken with notice to and approval by the indemnifying party.

(d) If the indemnification provided for in this Section 7 is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to (A) in subsection (a) or (b)(i) above in such proportion
as is appropriate to reflect both (i) the relative benefits received by the
Company on the one hand and the Underwriter on the other from the offering of
the Certificates and (ii) the relative fault of the Company on the one hand and
the Underwriter on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations and (B) in subsection (b)(ii) above, in
such proportion as is appropriate to reflect the relative fault of the
Underwriter on the one hand and the Company on the other in connection with the
actions, statements or omissions that resulted in such losses, claims, damages
or liabilities. The relative benefits received by the Company on the one hand
and the Underwriter on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company bear to the difference between (i) the total price at which the
Certificates underwritten by the Underwriter and distributed to the public were
offered to the public, and (ii) the portion of the total net proceeds from the
offering (before deducting expenses) received by the Company attributable to the
Certificates. The relative fault for the purposes of clauses (A) and (B) above
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact related to information supplied by the Company or the
Underwriter and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
Company, Norwest Mortgage and the Underwriter agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection
(d). The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall

18
<PAGE>

be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), and with respect to losses, claims, damages
or liabilities referred to in subsection (a) or (b) above, the Underwriter shall
not be required to contribute any amount in excess of the amount by which the
total price at which the Certificates underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which the
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Underwriter within the meaning of the Act; and the obligations of the
Underwriter under this Section 7 shall be in addition to any liability which the
Underwriter may otherwise have and shall extend, upon the same terms and
conditions, to (i) the officers of the Company who signed the Registration
Statement or any amendment thereof, to its directors, and to each person who
controls the Company within the meaning of either the Act or the Exchange Act
and (ii) each person who controls Norwest Mortgage within the meaning of either
the Act or the Exchange Act.

8. OBLIGATIONS OF NORWEST MORTGAGE. Norwest Mortgage agrees with the
Underwriter, for the sole and exclusive benefit of the Underwriter and each
person who controls the Underwriter within the meaning of either the Act or the
Exchange Act and not for the benefit of any assignee thereof or any other person
or persons dealing with the Underwriter, in consideration of and as an
inducement to its agreement to purchase the Certificates from the Company, to
indemnify and hold harmless the Underwriter against any failure by the Company
to perform its obligations to the Underwriter pursuant to Section 7 hereof;
provided, however, that the aggregate liability of Norwest Mortgage for the
foregoing indemnity shall not exceed an amount equal to the aggregate principal
amount of the Certificates.

9. FILING OF INVESTOR INFORMATION. (a) The Company agrees to file with
the Commission current reports on Form 8-K under the Exchange Act in accordance
with paragraph (c) below, containing the Computational Materials, Structural
Term Sheets and Collateral Term Sheets described in paragraph (b) below,
provided by the Underwriter to the Company in accordance with paragraph (e)
below and subject, in the case of Computational Materials and Structural Term
Sheets, to the conditions precedent set forth in paragraph (d) below for the
purpose of permitting the Underwriter to comply as to the Certificates with the
No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody
Acceptance

19
<PAGE>

Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset
Corporation and the No-Action Letter of May 27, 1994 issued by the Commission to
the Public Securities Association (collectively, the "Kidder/PSA Letter") and
the No-Action Letter of February 17, 1995 issued by the Commission to the Public
Securities Association (the "PSA Letter").

(b)(i) For purposes of Section 9(a), Computational Materials shall mean
any information with respect to the Certificates which constitutes
"computational materials", as defined in the Kidder/PSA Letter ("Computational
Materials"), excluding (i) complex multi-scenario vector analyses, (ii)
option-adjusted spreads and (iii) option-adjusted durations, prepared by the
Underwriter and delivered to investors, which information may be aggregated and
filed in consolidated form to the extent described in the Kidder/PSA Letter, and
that meets the criteria set forth in Section 9(b)(ii).

For purposes of Section 9(a), Structural Term Sheets and Collateral Term
Sheets shall mean any information with respect to the Certificates which
constitutes "Structural Term Sheets" and "Collateral Term Sheets" as defined in
the PSA Letter and that, with respect to Structural Term Sheets meets the
criteria set forth in Section 9(b)(ii).

(ii) For purposes of Section 9(a), Computational Materials and
Structural Term Sheets are those that:

(A) are generated based on assumptions regarding the payment
priorities and characteristics of a class or subclass of Certificates
that will be actually issued and purchased by the Underwriter; and

(B) are provided to prospective investors under the following
conditions prior to the time of filing of the Prospectus pursuant to
Rule 424(b) under the Act:

(x) in the case of each prospective investor that has
orally indicated to the Underwriter that it will purchase all or
a portion of a class or subclass of Certificates to which such
Computational Materials or Structural Term Sheets, as the case
may be, relate, the Computational Materials or Structural Term
Sheets, as the case may be, relating to such class or subclass
that are sent to such prospective investor; and

(y) for any prospective investor, all Computational
Materials or Structural Term Sheets, as the case may be, that are
sent to such prospective investor after the structure for the
entire issue of Certificates is finalized.

20
<PAGE>

Computational Materials and Structural Term Sheets required to be filed
with the Commission will not include materials relating to abandoned structures
or materials that are furnished to prospective investors prior to the time that
the structure of the entire issue of Certificates is finalized where such
investors have not indicated to the Underwriter their intention to purchase the
Certificates described in such materials.

(c)(i) Subject to the timely receipt pursuant to Section 9(e)(i) of the
Computational Materials and Structural Term Sheets to be filed and the
satisfaction of the condition precedent set forth in paragraph (d), the Company
agrees and covenants to file the Computational Materials and Structural Term
Sheets delivered to it by the Underwriter not later than the filing of the
Prospectus pursuant to Rule 424 under the Act.

(ii) Subject to the timely receipt pursuant to Section 9(e)(ii) of the
Collateral Term Sheets to be filed, the Company agrees and covenants to file the
Collateral Term Sheets delivered to it by the Underwriter within two business
days of delivery.

(iii) The Company agrees to file any information delivered to the
Company for filing pursuant to Section (9)(e)(v) (A) or (C) on the business day
following the receipt of the accountant's letter pursuant to Section 9(d) with
respect to such information.

(iv) The Company agrees to file any Collateral Term Sheet delivered to
the Company for filing pursuant to Section 9(e)(v)(B) within two business days
following the receipt of such Collateral Term Sheet.

(d)(i) It shall be a condition precedent to the Company's obligation to
file Computational Materials and Structural Term Sheets pursuant to this Section
9, that the Company shall have received a letter not later than 5:00 P.M. on the
business day prior to such filing from the Company's Independent Accountants,
reflecting the performance of procedures previously agreed to by the Company and
otherwise in form and substance satisfactory to the Company with respect to the
structural, financial, numerical or statistical information to be filed. The
Company agrees to cooperate with the Independent Accountants to facilitate the
obtaining of such letter but nothing contained herein shall be construed as a
representation by the Company that it will cause the Independent Accountants to
provide such letter or shall require the Company to accept a letter in substance
unsatisfactory to it. Such letter will be obtained at the sole expense of the
Underwriter. The Underwriter acknowledges and agrees that the Company is not
able to obtain such letter with respect to (i) complex multi-scenario vector
analyses, (ii) option-adjusted spreads and (iii) option-adjusted durations, and
accordingly, the Underwriter agrees it will not disseminate any such information
in written form to an investor prior to its delivery of a final Prospectus to
such investor.

21
<PAGE>

(ii) The Underwriter agrees to cooperate with the Independent
Accountants and agrees to furnish revised Computational Materials or
Structural Term Sheets, if necessary, in order for the accountants to
provide such letter.

(iii) The Company intends, but is not obligated, to obtain a letter
from the Independent Accountants regarding the information set forth in any
Collateral Term Sheets filed or to be filed pursuant to Section 9(a). Any
such letter will be at the expense of the Underwriter. If the Independent
Accountants are unable to deliver such letter because of inaccuracies in
the Collateral Term Sheets, the provisions of Section 9(e)(v)(B) shall
apply.

(e)(i) The Underwriter agrees and covenants to deliver to the Company no
later than four business days before the delivery of the final Prospectus to the
Underwriter copies of all Computational Materials and Structural Term Sheets
that are required under the Kidder/PSA Letter or the PSA Letter, as the case may
be, to be filed with the Commission.

(ii) The Underwriter agrees and covenants to deliver to the Company
any Collateral Term Sheets that are required under the PSA Letter to be
filed with the Commission simultaneously with the delivery of such
Collateral Term Sheets to an investor.

(iii) The Underwriter represents and warrants to the Company that the
Computational Materials, Structural Term Sheets and Collateral Term Sheets
to be furnished to the Company by the Underwriter for filing with the
Commission pursuant to Section 9(c)(i) or (ii) will constitute all
Computational Materials (either in original, aggregated or consolidated
form), Structural Term Sheets and Collateral Term Sheets with respect to
the Certificates that (i) were furnished to prospective investors by the
Underwriter in connection with its offer and sale of the Certificates and
(ii) are required to be filed with the Commission in order to secure the
relief granted under the Kidder/PSA Letter or the PSA Letter, as the case
may be.

(iv) The Underwriter represents and warrants to, and covenants with,
the Company that any information produced by it and filed by the Company
with the Commission pursuant to this Section 9 as of the date of filing
will not include any untrue statements of a material fact and, when
considered in conjunction with the Prospectus, will not omit to state any
material facts required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the Underwriter

22
<PAGE>

makes no representation with respect to the accuracy of the Prospectus
exclusive of any information filed with the Commission pursuant to this
Section 9 and any other written information furnished to the Company by or
on behalf of the Underwriter specifically for use in connection with the
Prospectus and, provided further, that the Underwriter makes no
representation to the extent such misstatements are the result of
inaccurate information with respect to the Mortgage Loans supplied by the
Company to the Underwriter which was not corrected by information
subsequently supplied by the Company to the Underwriter prior to the
earlier of (A) the written confirmation of a sale of the Certificates which
sale results in a loss, claim, damage or liability arising out of or based
upon such misstatement, and (B) the 90th day following the filing of the
Prospectus, as amended or supplemented, with the Commission.

(v) The Underwriter covenants with the Company that:

(A) if a filing was made with the Commission with respect to a
structure which was considered final with respect to any class or
subclass of Certificates, and such structure is subsequently revised,
the Underwriter shall prepare and deliver to the Company for filing
with the Commission, pursuant to Section 9(c)(ii), revised
Computational Materials and Structural Term Sheets based on such
revised structure; and

(B) in the event that the Company determines that any information
contained in a Collateral Term Sheet is inaccurate, the Underwriter
shall prepare and deliver to any investor that received the inaccurate
Collateral Term Sheet and to the Company for filing with the
Commission pursuant to Section 9(c)(iv), a revised Collateral Term
Sheet.

(C) if any Computational Materials or Structural Term Sheets
filed with the Commission are determined by the Underwriter or the
Company, at any time prior to the 90th day following the filing of the
Prospectus, as amended or supplemented, with the Commission, to
contain any information that is inaccurate or misleading, and the
Company determines that as a result such Computational Materials or
Structural Term Sheets include an untrue statement of a material fact
or, when considered in conjunction with the Prospectus, will omit to
state any material fact required to be stated therein or necessary to
make the statements contained therein, in light of the circumstances
under which they were made, not misleading, the Underwriter shall
prepare and deliver to the Company for filing with the Commission
pursuant to Section 9(c)(iii), corrected Computational Materials or
Structural Term Sheets, as the case may be; provided, however, that if
such information is inaccurate or misleading solely because it is
based on inaccurate information with respect to the Mortgage Loans
supplied by the Company to the Underwriter, the Underwriter shall be
under no obligation to prepare and deliver to the Company corrected
Computational Materials or Structural Term Sheets, as the case may
be, unless and until corrected information is supplied by the
Company to the Underwriter

23
<PAGE>
and such corrected information is supplied by the Company to the
Underwriter at any time prior to the 90th day following the filing of
the Prospectus, as amended or supplemented, with the Commission.

(vi) The Underwriter covenants with the Company that any Computational
Materials, Structural Term Sheets or Collateral Term Sheets delivered to
prospective investors shall contain the following legend:

"THIS INFORMATION IS FURNISHED TO YOU SOLELY BY [UNDERWRITER] AND NOT BY
THE ISSUER OF THE SECURITIES OR ANY OF ITS AFFILIATES. [UNDERWRITER] IS
ACTING AS UNDERWRITER AND NOT ACTING AS AGENT FOR THE ISSUER OR ITS
AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION."

or shall contain the legend mutually agreed upon between the Underwriter
and the Company as set forth in Exhibit B hereto.

In addition, the Underwriter covenants with the Company that any Collateral
Term Sheets delivered to prospective investors shall contain the additional
legend:

"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF
THE MORTGAGE LOANS CONTAINED IN THE PROSPECTUS SUPPLEMENT."

and, except for the initial Collateral Term Sheet sent to an investor,

"SUCH INFORMATION SUPERSEDES THE INFORMATION IN ALL PRIOR COLLATERAL TERM
SHEETS."

(f) Notwithstanding any other provision herein, the Underwriter and the
Company each agree to pay all costs and expenses of the other party including,
without limitation, legal fees and expenses, incurred in connection with any
successful action by the Underwriter or the Company against the other party to
enforce any of its rights set forth in this Section 9.

(g) The Underwriter covenants with the Company that it will make available
to the Company such personnel as are familiar with the Underwriter's compliance
procedures for the purpose of answering questions concerning the Underwriter's
practices and procedures for the preparation and dissemination of written
materials concerning the Certificates to prospective investors prior to the
delivery of the final Prospectus to such investors.

24
<PAGE>

(h) The Underwriter covenants with the Company that after the final
Prospectus is available the Underwriter shall not distribute any written
information concerning the Certificates to a prospective investor unless such
information is preceded or accompanied by the final Prospectus.

10. TERMINATION. Subsequent to the execution of the applicable Terms
Agreement, this Agreement shall be subject to termination in the absolute
discretion of the Underwriter, by notice given to the Company prior to delivery
of and payment for the Certificates, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
materially limited or any setting of minimum prices for trading on such exchange
shall have been instituted, (ii) a general moratorium on commercial banking
activities in the State of New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred any material
outbreak or escalation of hostilities or other calamity or crisis the effect of
which on the financial markets of the United States is such as to make it, in
the reasonable judgment of the Underwriter, impracticable or inadvisable to
market the Certificates on the terms and in the manner contemplated by the
Prospectus as amended or supplemented. In addition, following receipt of notice
from the Company that the Mortgage Loans will not conform to the specifications
set forth in the applicable Terms Agreement, if, in the reasonable judgment of
the Underwriter, such disparity would have a material adverse effect on the
marketing and sale of the Certificates, the Underwriter may terminate this
Agreement not later than the close of business on the first business day after
receipt of such notice or, if earlier, the Closing Date.

11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, Norwest Mortgage and their respective officers and of the Underwriter
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Underwriter,
the Company, Norwest Mortgage or any of the officers, directors or controlling
persons referred to in Section 7 hereof, and will survive delivery of and
payment for the Certificates. The provisions of Section 5(d), Section 7,
Section 8 and Section 12 hereof shall survive the termination or cancellation of
this Agreement.

12. REIMBURSEMENT OF EXPENSES. If for any reason, other than default by
the Underwriter in its obligation to purchase the Certificates, the material
breach by the Underwriter of any of its covenants in Section 9 hereof (without
the fault of the Company) or termination by the Underwriter pursuant to Section
10 hereof, the Certificates are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriter for all
out-of-pocket expenses of the Underwriter, including reasonable fees and
disbursements of its counsel, reasonably incurred by the Underwriter in making
preparations for the purchase, sale and delivery of the Certificates, but the
Company and Norwest Mortgage shall then be under no further liability to the
Underwriter with respect to the

25
<PAGE>

Certificates except as provided in Section 5(d), Section 7 and Section 8 hereof.
If the Certificates are not delivered by or on behalf of the Company as provided
herein because of the default by the Underwriter in its obligation to purchase
the Certificates or the material breach by the Underwriter of any of its
covenants in Section 9 hereof (without the fault of the Company), the
Underwriter will reimburse the Company for all out-of-pocket expenses of the
Company, including reasonable fees and disbursements of its counsel, reasonably
incurred by the Company in making preparations for the issuance and delivery of
the Certificates, but the Underwriter shall then be under no further liability
to the Company with respect to the Certificates except as provided in Sections
5(d) and 7 hereof.

13. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 7 hereof and
their respective successors and assigns, and no other person will have any right
or obligation hereunder.

14. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. FINAL STRUCTURE DUE DATE. The Underwriter agrees to submit to the
Company not later than 9:00 a.m. New York City Time on the Final Structure Due
Date specified in the applicable Terms Agreement its determination of the final
structure relating to, among other items, the class designations, approximate
principal amounts and payment priorities of the Certificates. Changes to such
final structure may be made by the Underwriter after the Final Structure Due
Date if the changes are of a non-material nature. The determination as to
whether such changes are non-material shall be in the sole discretion of the
Company. In addition, on or before the Final Structure Due Date the Underwriter
may elect an extension thereof for an additional one or two business days beyond
the original Final Structure Due Date if the Underwriter notifies the Company of
its election not later than 9:00 a.m. New York City Time on such original Final
Structure Due Date and the Underwriter pays to the Company, on or prior to the
Closing Date, an extension fee of $100,000 for each day the Final Structure Due
Date is extended as reimbursement for the Company's costs and expenses arising
from such extension.

16. MISCELLANEOUS. Time shall be of the essence of this Agreement. This
Agreement supersedes all prior or contemporaneous agreements and understandings
relating to the subject matter hereof. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated except by a writing
signed by the party against whom enforcement of such change, waiver, discharge
or termination is sought. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.

26
<PAGE>

17. NOTICES. All communications hereunder will be in writing and
effective only on receipt and, if sent to the Underwriter, will be delivered to
[Underwriter], or if sent to the Company, will be delivered to the Company at
5325 Spectrum Drive, Frederick, Maryland 21703; or if sent to Norwest Mortgage,
will be delivered to Norwest Mortgage at 405 Southwest 5th Street, Des Moines,
Iowa 50328.

* * *

27
<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement by and among the
Company, Norwest Mortgage and the Underwriter.

Very truly yours,

NORWEST STRUCTURED ASSETS, INC.

By:
---------------------------
Name:
Title:

NORWEST MORTGAGE, INC.

By:
---------------------------
Name:
Title:

The foregoing Underwriting
Agreement is hereby
confirmed and accepted as of
the date first above written.

[UNDERWRITER]

By:
---------------------------
Name:
Title:

28
<PAGE>

Exhibit A

NORWEST STRUCTURED ASSETS, INC.
Mortgage Asset-Backed Pass-Through Certificates

Terms Agreement

[Underwriter] ________, 199_
[Address]

Underwriting Agreement dated __________[ ], 1996.

Title of Certificates: Mortgage Asset-Backed Pass-Through
Certificates, Series 199_,
[Classes] (the "Offered
Certificates").

Subclasses of Certificates: Each of the Class A Certificates
and the Class B Certificates will
consist of one or more Subclasses
with the prior consent of the
Company, which consent shall not be
unreasonably withheld. The Class
AP and Class M Certificates will
not be divided into subclasses.

Aggregate Principal Amount
of the Offered Certificates: $__________ (Approximate)

Certificates Not Offered Hereby: [Classes]

Subordination: "Shifting interest" structure.

Minimum Denominations of
Offered Certificates: $100,000 initial principal balance
and integral multiples of $1,000 in
excess thereof.

Description of the Mortgage Loans: Fixed interest rate, conventional,
monthly pay, fully amortizing, one-
to four-family, residential first
mortgage loans having original
stated terms to maturity of
approximately [ ] years.

29
<PAGE>

REMIC Election: Yes.

Cut-Off Date: ________ 1, 199_

Final Structure Due Date: ________ __, 199_

Distributions: Distributions will be made monthly
on the 25th day of each month or
the next succeeding Business Day
(the "Distribution Date").

Servicing Fee (Monthly fee
payable to each Servicer): [ ]% per to [ ]% per annum.

Master Servicing Fee (Monthly fee
payable to the Master Servicer): [ ]% per annum.

Fixed Retained Yield: [Yes][No].

Trustee:

[Trust Administrator: ]

Independent Accountants:

Book-Entry Registration: Settlement in "same-day" funds, to
the extent practicable. Any REMIC
residual, floating rate, stripped
and Class M Certificates will not
be issued in book-entry form,
unless authorized by the Company.

Optional Termination: [ ].

Required Ratings: [Ratings]

30
<PAGE>

Closing Date, Location and Time: ________ __, 199_; offices of
Cadwalader, Wickersham & Taft, New
York, New York; 10:00 a.m. New York
City Time.

Purchase Price for the Certificates: [ ]% of the initial aggregate
principal amount of the Offered
Certificates plus accrued interest
thereon.

Date of Pooling and Servicing Agreement: The Closing Date.

<PAGE>

CERTIFICATE OF INCORPORATION
OF
NORWEST STRUCTURED ASSETS, INC.

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

ADOPTED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 101 OF THE
DELAWARE GENERAL CORPORATION LAW

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

The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:

1. The name of the corporation is Norwest Structured Assets, Inc. (the
"Corporation").

2. The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle
19801. The name of the registered agent at such registered office is The
Corporation Trust Company.

3. The purpose for which the Corporation is organized is (a) to purchase
or otherwise acquire, own, hold, sell, transfer, assign, pledge, finance,
refinance and otherwise deal with (i) mortgage loans, certificates or other
securities issued or guaranteed by the Government National Mortgage Association,
(ii) mortgage loans, certificates or securities issued or guaranteed by the
Federal National Mortgage Association, (iii) mortgage loans, certificates or
other securities issued or guaranteed by the Federal Home Loan Mortgage
Corporation, (iv)

<PAGE>

deeds of trust, mortgage loans, mortgage participations, mortgage pass-through
certificates or collateralized mortgage obligations issued by any person or
entity or other types of mortgage-related securities including residual
interests, (v) direct obligations of, and obligations fully guaranteed by, the
United States of America or any agency or instrumentality of the United States
the obligations of which are backed by the full faith and credit of the United
States of America, (vi) certificates representing interests in the principal
and/or interest payable on any of the foregoing and (vii) such other securities
and investments as may be permitted by or acceptable to the applicable
nationally-recognized statistical rating agency or agencies referred to in
subsection (b) of this Article 3; and (b) to issue, offer, sell and own one or
more series of mortgage pass-through certificates, collateralized mortgage
obligations, mortgage-backed bonds or other debt or equity securities (the
"Securities") representing ownership interests in, or collateralized by, any of
the foregoing, related property and/or collections and proceeds in respect
thereof; PROVIDED, HOWEVER, that the acts and activities and exercise of any
powers permitted in subsections (a) and (b) of this Article 3 shall be limited
solely to matters (1) related to the Securities or (2) related to such other
similar transactions which do not result in a downgrade by the nationally-
recognized statistical rating agency or agencies which will rate, upon issuance,
each series of the Securities of the ratings accorded to such series of the
Securities; and (c) to engage in any activity and to exercise any powers
permitted to corporations under the laws of the State of Delaware that are
incident to the foregoing and necessary or convenient to accomplish the
foregoing.

4. The total number of shares of stock that the Corporation shall have
authority to issue is 1,000 shares of Common Stock, $.01 par value.

<PAGE>

5. Election of directors need not be by ballot unless the By-Laws of the
Corporation shall so provide. The books of the Corporation may (subject to any
statutory requirements) be kept at such place whether within or outside the
State of Delaware as may be designated by the Board of Directors or in the By-
Laws of the Corporation.

6. (a) The affairs of the Corporation shall be managed by a Board of
Directors. The number of directors of the Corporation shall be from time to
time fixed by, or in the manner provided in, the By-Laws of the Corporation with
the initial Board of Directors consisting of three members.

(b) At least one director of the Corporation (the "Outside Director")
shall not be, and for at least five years prior thereto shall not have been, a
director, officer or employee of, or direct or indirect beneficial owner of 5%
or more of the voting securities of, Norwest Mortgage, Inc. ("Norwest
Mortgage"), or any corporate affiliate of Norwest Mortgage. Notwithstanding the
foregoing, the Outside Director may be a director or officer of one or more
other corporations that is an affiliate or are affiliates of Norwest Mortgage
provided that (i) each such corporation is or was formed with limited purposes
similar to the Corporation and (ii) such person does not earn, in the aggregate,
material compensation for serving in such positions. For the purposes of the
foregoing, an "affiliate" of an entity is an entity controlling, controlled by,
or under common control with such entity. Notwithstanding any other provision
of this Certificate of Incorporation or any other provision of law that so
empowers the Corporation, in the event of the death, incapacity, or resignation
of the Outside Director, or if such position is otherwise vacated, a successor
Outside Director shall be appointed by the remaining directors of the
Corporation and no action requiring the unanimous affirmative vote of the Board
of

<PAGE>

ors of the Corporation shall be taken until a successor Outside Director is
elected and qualified and approves such action.

(c) The Corporation shall maintain a separate principal office
through which its business shall be conducted, which office may be located in
identifiable space within the headquarters of Norwest Mortgage or any affiliate
thereof pursuant to a lease on commercially reasonable terms.

(d) The Corporation shall maintain corporate records and books of
account and shall not commingle its corporate records and books of account with
the corporate records and books of account of Norwest Mortgage or any other
entity.

(e) The Board of Directors of the Corporation shall hold appropriate
meetings to authorize all of its corporate actions.

(f) The funds and other assets of the Corporation shall not be
commingled with those of any other entity.

(g) The Corporation shall pay its own expenses, including salaries
for its employees, if any, and shall not guarantee or hold itself out as being
liable for the

(h) The Corporation shall not form, or cause to be formed, any
subsidiaries.

(i) The Corporation shall act solely in its corporate name and
through its duly authorized officers or agents in the conduct of its business,
and shall conduct its business so as not to mislead others as to the identity of
the entity with which they are concerned.

Meetings of the stockholders of the Corporation shall be held not less
frequently than one time per annum.

<PAGE>

(k) The Corporation shall operate in such a manner that it would not
be substantively consolidated with any other entity.

7. In furtherance and not in limitation of the powers conferred upon the
Board of Directors by law, the Board of Directors shall have the power to adopt,
amend and repeal from time to time By-Laws of the Corporation.

8. Notwithstanding any other provision of this Certificate of
Incorporation and any provision of law that otherwise so empowers the
Corporation, the Corporation shall not, without the unanimous approval of the
Board of Directors of the Corporation, being comprised of at least one Outside
Director, do any of the following:

(i) dissolve or liquidate, in whole or in part;

(ii) merge or consolidate with any other corporation other
than a corporation wholly owned, directly or indirectly, by any
entity owning 100% of the stock of the Corporation and having a
certificate of incorporation containing provisions substantially
identical to the provisions of Articles 3 and 6 and this
Article 8;

(iii) sell all or substantially all of the assets of the
Corporation;

(iv) institute proceedings to be adjudicated a bankrupt or
insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against it, or file a petition or answer
or consent seeking reorganization or relief under the Federal
bankruptcy laws, or consent to the filing of any such petition or
to the appointment of a receiver, liquidator, assignee, trustee,
conservator, sequestrator (or other similar official) of the
Corporation or

<PAGE>

of any substantial part of the Corporation's property, or make an
assignment for the benefit of creditors, or admit in writing its
inability to pay its debts generally as they become due, or take
corporate action in furtherance of any such action; or

(v) amend this Certificate of Incorporation to alter in any
manner or delete Article 3, Article 6 or this Article 8.

9. The Corporation is to have perpetual existence.

10. Subject to the limitation in Article 8 of this Certificate of
Incorporation, the Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

11. No director shall have any personal liability to the Corporation or
its stockholders for any monetary damages for breach of fiduciary duty as a
director, except that this Article 11 shall not eliminate or limit the liability
of each director (i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which such director derived an improper personal benefit.

12. The incorporator of the Corporation is Stephen D. Morrison, Esq.,
whose mailing address is Norwest Mortgage, Inc., 405 S.W. 5th Street, Des
Moines, Iowa 50309.

<PAGE>

IN WITNESS WHEREOF, the undersigned, being the sole incorporator of the
Corporation, does now make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 10th Day of December, 1996.

/s/ Stephen D. Morrison
----------------------------------------
Incorporator

<PAGE>

BY-LAWS

NORWEST STRUCTURED ASSETS, INC.

(A Delaware Corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK.

(a) Every holder of stock in Norwest Structured Assets, Inc. (the
"Corporation") shall be entitled to have a certificate signed by, or in the name
of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Chief Financial
Officer or an Assistant Financial Officer or the Secretary or an Assistant
Secretary of the Corporation representing the number of shares owned by such
person in the Corporation. If such certificate is countersigned by a transfer
agent other than the Corporation or its employee or by a registrar other than
the Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

<PAGE>

(b) Whenever the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
Delaware General Corporation Law. Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.

(c) The Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board of Directors may require the owner of any lost, stolen
or destroyed certificate, or such person's legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a
share.

3. STOCK TRANSFERS.

Upon compliance with provisions restricting the transfer or registration of
transfer of shares of stock, if any, transfers or registration of transfer of
shares of stock of the Corporation shall be made only on the stock ledger of the
Corporation by the registered holder thereof, or by such person's attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer agent or a registrar, if any,

-2-

<PAGE>

and on surrender of the certificate or certificates for such shares of stock
properly endorsed and the payment of all taxes due thereon.

4. RECORD DATE FOR STOCKHOLDERS.

(a) In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than sixty
nor less than ten days before the date of such meeting. If no record date has
been fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; PROVIDED, HOWEVER, that the Board of
Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date has been fixed, the record date for determining
stockholders for any such purpose

-3-

<PAGE>

shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

5. MEANING OF CERTAIN TERMS.

As used herein in respect of the right to notice of a meeting of
stockholders or a waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case may be, the term "share"
or "shares" or "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the Corporation is
authorized to issue only one class of shares of stock, and said reference is
also intended to include any outstanding share or shares of stock and any holder
or holders of record of outstanding shares of stock of any class upon which or
upon whom the Certificate of Incorporation confers such rights where there are
two or more classes or series of shares of stock or upon which or upon whom the
Delaware General Corporation Law confers such rights notwithstanding that the
Certificate of Incorporation may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such rights
thereunder; PROVIDED, HOWEVER, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock of any class
or series which is otherwise denied voting rights under the provisions of the
Certificate of Incorporation, including any preferred stock which is denied
voting rights under the provisions of the resolution or resolutions adopted by
the Board of Directors with respect to the issuance thereof.

-4-

<PAGE>

6. STOCKHOLDER MEETINGS.

(a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the Board of Directors. A special meeting shall be
held on the date and at the time fixed by the Board of Directors.

(b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the Board of Directors may,
from time to time, fix. Whenever the Board of Directors shall fail to fix such
place, the meeting shall be held at the registered office of the Corporation in
the State of Delaware.

(c) CALL. Annual meetings and special meetings may be called by the Board
of Directors or by any officer instructed by the Board of Directors to call the
meeting.

(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date and hour of the meeting. The notice of an annual
meeting shall state that the meeting is called for the election of Directors and
for the transaction of other business which may properly come before the
meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting), state such other action or
actions as are known at the time of such notice. The notice of a special
meeting shall in all instances state the purpose or purposes for which the
meeting is called. If any action is proposed to be taken which would, if taken,
entitle stockholders to receive payment for their shares of stock, the notice
shall include a statement of that purpose and to that effect. Except as
otherwise provided by the Delaware General Corporation Law, a copy of the notice
of any meeting shall be given, personally or by mail, not less than ten days nor
more than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have

-5-

<PAGE>

been waived, and directed to each stockholder at such person's address as it
appears on the records of the Corporation. Notice by mail shall be deemed to be
given when deposited, with postage thereon prepaid, in the United States mail.
If a meeting is adjourned to another time, not more than thirty days hence,
and/or to another place, and if an announcement of the adjourned time and place
is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the Board of Directors, after adjournment, fixes a new
record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice before or after the time
stated therein. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice.

(e) STOCKHOLDER LIST. There shall be prepared and made, at least ten days
before every meeting of stockholders, a complete list of the stockholders,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected

-6-

<PAGE>

by any stockholder who is present. The stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the Corporation, or to vote at any
meeting of stockholders.

(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice President, a chairman for the meeting chosen by
the Board of Directors or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the stockholders. The Secretary of the
Corporation or, in such person's absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman for the meeting shall appoint a secretary of
the meeting.

(g) PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
person's authorized officer, director, employee or agent. No proxy shall be
voted or acted upon after three years from its date unless such proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and, if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.

-7-

<PAGE>

(h) INSPECTORS AND JUDGES. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election or judges
of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If an inspector or inspectors or judge or judges are not appointed by
the Board of Directors, the person presiding at the meeting may, but need not,
appoint one or more inspectors or judges. In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be
filled by appointment made by the person presiding thereat. Each inspector or
judge, if any, before entering upon the discharge of such person's duties, shall
take and sign an oath faithfully to execute the duties of inspector or judge at
such meeting with strict impartiality and according to the best of his ability.
The inspectors or judges, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum and the validity and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such other acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspector or inspectors or
judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by such person or persons and execute a
certificate of any fact so found.

(i) QUORUM. Except as the Delaware General Corporation Law or these By-
Laws may otherwise provide, the holders of a majority of the outstanding shares
of stock entitled to vote shall constitute a quorum at a meeting of stockholders
for the transaction of any business. The stockholders present may adjourn the
meeting despite the absence of a

-8-

<PAGE>

quorum. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

(j) VOTING. Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation and of these By-Laws, or, with respect
to the issuance of preferred stock, in accordance with the terms of a resolution
or resolutions of the Board of Directors, shall be entitled to one vote, in
person or by proxy, for each share of stock entitled to vote held by such
stockholder. In the election of Directors, a plurality of the votes present at
the meeting shall elect. Any other action shall be authorized by a majority of
the votes cast except where the Certificate of Incorporation or the Delaware
General Corporation Law prescribes a different percentage of votes and/or a
different exercise of voting power.

Voting by ballot shall not be required for corporate action except as
otherwise provided by the Delaware General Corporation Law.

7. STOCKHOLDER ACTION WITHOUT MEETINGS.

Any action required to be taken, or any action which may be taken, at any
annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of the
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office shall be by

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<PAGE>

hand or by certified or registered mail, return receipt requested. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION.

The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors of the Corporation. The use of the
phrase "whole Board" herein refers to the total number of Directors which the
Corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER.

A Director need not be a stockholder, a citizen of the United States, or a
resident of the State of Delaware. The initial Board of Directors shall consist
of three persons. Thereafter the number of Directors constituting the whole
Board shall be at least one. Subject to the foregoing limitation and except for
the first Board of Directors, such number may be fixed from time to time by
action of the stockholders or of the Board of Directors, or, if the number is
not fixed, the number shall be three. The number of Directors may be increased
or decreased by action of the stockholders or of the Board of Directors. At
least one director of the Corporation (the "Outside Director") shall not be, and
for at least five years prior thereto shall not have been, a director, officer
or employee of, or direct or indirect beneficial owner of 5% or more of the
voting securities of, Norwest Mortgage, Inc. ("Norwest Mortgage"), or

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<PAGE>

any corporate affiliate of Norwest Mortgage. Notwithstanding the foregoing, an
Outside Director may be a director of one or more other corporations that is an
affiliate or are affiliates of Norwest Mortgage, provided that (i) each such
corporation is or was formed with limited purposes similar to the Corporation
and (ii) such person does not earn, in the aggregate, material compensation for
serving in such positions. For the purposes of the foregoing, an "affiliate" of
an entity is an entity controlling, controlled by, or under common control with
such entity.

3. ELECTION AND TERM.

The first Board of Directors, unless the members thereof shall have been
named in the Certificate of Incorporation, shall be elected by the incorporator
or incorporators and shall hold office until the first annual meeting of
stockholders and until their successors have been elected and qualified or until
their earlier resignation or removal. Any Director may resign at any time upon
written notice to the Corporation. Thereafter, Directors who are elected at an
annual meeting of stockholders and Directors who are elected in the interim to
fill vacancies and newly created Directorships, shall hold office until the next
annual meeting of stockholders and until their successors have been elected and
qualified or until their earlier resignation or removal. In the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of Directors and/or for the removal of one or more Directors
and for the filling of any vacancies in the Board of Directors, including
vacancies resulting from the removal of Directors for cause or without cause,
any vacancy in the Board of Directors may be filled by the vote of a majority of
the remaining Directors then in office, although less than a quorum, or by the
sole remaining Director. Should any Outside

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Director resign, die, become disabled or incapacitated, or be prevented from
acting, the affairs of the Corporation shall and may be managed by the remaining
directors, who shall promptly replace the aforementioned Outside Director with a
person meeting the requirement set forth above.

4. MEETINGS.

(a) TIME. Regular meetings shall be held at such time as the Board shall
fix. Special meetings may be called upon notice.

(b) FIRST MEETING. The first meeting of each newly elected Board may be
held immediately after each annual meeting of the stockholders at the same place
at which the meeting is held, and no notice of such meeting shall be necessary
to call the meeting, provided a quorum shall be present. In the event such first
meeting is not so held immediately after the annual meeting of the stockholders,
it may be held at such time and place as shall be specified in the notice given
as provided for special meetings of the Board of Directors, or at such time and
place as shall be fixed by the consent in writing of all of the Directors.

(c) PLACE. Meetings, both regular and special, shall be held at such
place within or without the State of Delaware as shall be fixed by the Board.

(d) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, or the President, or of a majority of the Directors.

(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written, oral

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or any other mode of notice of the time and place shall be given for special
meetings at least twenty-four hours prior to the meeting; notice may be given by
telephone or telecopy (in which case it is effective when given) or by mail (in
which case it is effective seventy-two hours after mailing by prepaid first
class mail). The notice of any meeting need not specify the purpose of the
meeting. Any requirement of furnishing a notice shall be waived by any Director
who signs a written waiver of such notice before or after the time stated
therein. Attendance of a Director at a meeting of the Board shall constitute a
waiver of notice of such meeting, except when the Director attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

(f) QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevent such majority, whereupon a
majority of the Directors in office shall constitute a quorum, provided that
such majority shall constitute at least one-third (1/3) of the whole Board. Any
Director may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment by means of which all Directors
participating in the meeting can hear each other, and such participation in a
meeting of the Board shall constitute presence in person at such meeting. A
majority of the Directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the Delaware General Corporation
Law, the act of the Board shall be the act by vote of a majority of the
Directors present at a meeting, a quorum being present. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the

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Delaware General Corporation Law and these By-Laws which govern a meeting of
Directors held to fill vacancies and newly created Directorships in the Board.

(g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other Director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by
the stockholders.

6. COMMITTEES.

The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one or
more of the Directors of the Corporation. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it. In the absence or disqualification of any
member of any such committee or committees, the members thereof present at any
meeting and not disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

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<PAGE>

7. ACTION IN WRITING.

Any action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.

ARTICLE III

OFFICERS

1. EXECUTIVE OFFICERS.

The Board of Directors may elect or appoint a Chairman of the Board of
Directors, a President, one or more Vice Presidents (which may be denominated
with additional descriptive titles), a Secretary, one or more Assistant
Secretaries, a Chief Financial Officer, one or more Assistant Financial Officers
and such other officers as it may determine. Any number of offices may be held
by the same person.

2. TERM OF OFFICE; REMOVAL.

Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of stockholders and until such officer's
successor has been elected and qualified or until the earlier resignation or
removal of such officer. The Board of Directors may remove any officer for
cause or without cause.

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<PAGE>

3. AUTHORITY AND DUTIES.

All officers, as between themselves and the Corporation, shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these By-Laws, or, to the extent not so provided, by the Board of
Directors.

4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.

The Chairman of the Board of Directors, if present and acting, shall
preside at all meetings of the Board of Directors, otherwise, the President, if
present, shall preside, or if the President does not so preside, any other
Director chosen by the Board shall preside.

5. THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

6. VICE PRESIDENTS.

Any Vice President that may have been appointed, in the absence or
disability of the President, shall perform the duties and exercise the powers of
the President, in the order of their seniority, and shall perform such other
duties as the Board of Directors shall prescribe.

7. THE SECRETARY.

The Secretary shall keep in safe custody the seal of the Corporation and
shall perform such other duties as may be prescribed by the Board of Directors.
The Secretary (or in such officer's absence, an Assistant Secretary, but if
neither is present another person selected by the Chairman for the meeting)
shall have the duty to record the proceedings of the meetings of the
stockholders and Directors in a book to be kept for that purpose and shall affix
the seal of the Corporation to any instrument when authorized by the Board of
Directors.

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8. THE CHIEF FINANCIAL OFFICER.

The Chief Financial Officer shall have the care and custody of the
corporate funds, and other valuable effects, including securities, and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Chief Financial Officer shall
disburse the funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
Directors, at the regular meetings of the Board, or whenever they may require
it, an account of all transactions as Chief Financial Officer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Chief Financial Officer shall give the Corporation a bond for such term, in
such sum and with such surety or sureties as shall be satisfactory to the Board
for the faithful performance of the duties of such office and for the
restoration to the Corporation, in case of such person's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in such person's possession or under such
person's control belonging to the Corporation.

ARTICLE IV

CORPORATE SEAL AND

CORPORATE BOOKS

The corporate seal shall be in such form as the Board of Directors shall
prescribe. The books of the Corporation may be kept within or without the State
of Delaware, at such place or places as the Board of Directors may, from time to
time, determine.

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ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

ARTICLE VI

INDEMNITY

(a) Any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she is or was a
Director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including employee benefit plans) (hereinafter an "indemnitee"), shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
than permitted prior thereto), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such indemnitee in connection with such action, suit or proceeding, if the
indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe such
conduct was unlawful. The termination of the action, suit or

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proceeding, whether by judgment, order, settlement, conviction or upon a plea of
NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe such conduct was unlawful.

(b) Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or
other enterprise (including employee benefit plans) shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification than permitted prior
thereto), against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court in which
such suit or action was brought, shall determine, upon application, that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

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<PAGE>

(c) All reasonable expenses incurred by or on behalf of the indemnitee in
connection with any suit, action or proceeding, may be advanced to the
indemnitee by the Corporation.

(d) The rights to indemnification and to advancement of expenses conferred
in this article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, the Certificate of Incorporation, a
By-Law of the Corporation, agreement, vote of stockholders or disinterested
Directors or otherwise.

(e) The indemnification and advancement of expenses provided by this
article shall continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.

ARTICLE VII

MISCELLANEOUS

Any capitalized terms not defined herein shall have the meaning ascribed to
them in Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof
and supplemental thereto, and known, identified and referred to as the Delaware
General Corporation Law.

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[FORM OF POOLING AND SERVICING AGREEMENT]

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

NORWEST STRUCTURED ASSETS, INC.

(Seller)

and

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

(Master Servicer)

and

[TRUSTEE]

(Trustee)
POOLING AND SERVICING AGREEMENT

Dated as of _______________, 199_

$[________________________]

Mortgage Asset-Backed Pass-Through Certificates
Series 199_ -

- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS
Page
----

ARTICLE

DEFINITIONS

Section 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 1.02. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . .49
Section 1.03. Effect of Headings and Table of Contents.. . . . . . . . . . .50
Section 1.04. Benefits of Agreement. . . . . . . . . . . . . . . . . . . . .50

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans.. . . . . . . . . . . . . . . . .1
Section 2.02. Acceptance by Trustee. . . . . . . . . . . . . . . . . . . . .2
Section 2.03. Representations and Warranties of the Master Servicer and
the Seller. . . . . . . . . . . . . . . . . . . . . . . . . .3
Section 2.04. Execution and Delivery of Certificates.. . . . . . . . . . . .9
Section 2.05. Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date.. . . . . . . . . . . . . . . .9

ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE:
SERVICING OF THE MORTGAGE LOANS1

Section 3.01. Certificate Account. . . . . . . . . . . . . . . . . . . . . .1
Section 3.02. Permitted Withdrawals from the Certificate Account.. . . . . .2
Section 3.03. Advances by Master Servicer and Trustee. . . . . . . . . . . .3
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage Loan Files. .4
Section 3.05. Reports to the Trustee; Annual Compliance Statements.. . . . .6
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.. .6
Section 3.07. Amendments to Servicing Agreements, Modification of
Standard Provisions.. . . . . . . . . . . . . . . . . . . . .7
Section 3.08. Oversight of Servicing.. . . . . . . . . . . . . . . . . . . .8
Section 3.09. Termination and Substitution of Servicing Agreements.. . . . .10
Section 3.10. 1934 Act Reports.. . . . . . . . . . . . . . . . . . . . . . .11

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<PAGE>
Page
----

ARTICLE IV

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

Section 4.01. Distributions. . . . . . . . . . . . . . . . . . . . . . . . .1
Section 4.02. Allocation of Realized Losses. . . . . . . . . . . . . . . . .9
Section 4.03. Paying Agent.. . . . . . . . . . . . . . . . . . . . . . . . .11
Section 4.04. Statements to Certificateholders; Report to the Trustee and
the Seller. . . . . . . . . . . . . . . . . . . . . . . . . .12
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.. . . .16

ARTICLE V

THE CERTIFICATES

Section 5.01. The Certificates.. . . . . . . . . . . . . . . . . . . . . . .1
Section 5.02. Registration of Transfer and Exchange of Certificates. . . . .3
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. . . . . . .6
Section 5.04. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . .6
Section 5.05. Access to List of Certificateholders' Names and Addresses. . .7
Section 5.06. Maintenance of Office or Agency. . . . . . . . . . . . . . . .7
Section 5.07. Definitive Certificates. . . . . . . . . . . . . . . . . . . .7
Section 5.08. Notices to Clearing Agency.. . . . . . . . . . . . . . . . . .8

ARTICLE VI

THE SELLER AND THE MASTER SERVICER

Section 6.01. Liability of the Seller and the Master Servicer. . . . . . . .1
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer..1
Section 6.03. Limitation on Liability of the Seller, the Master Servicer
and Others. . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 6.04. Resignation of the Master Servicer.. . . . . . . . . . . . . .2
Section 6.05. Compensation to the Master Servicer. . . . . . . . . . . . . .2
Section 6.06. Assignment or Delegation of Duties by Master Servicer. . . . .2

ARTICLE VII

DEFAULT

Section 7.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . .1
Section 7.02. Other Remedies of Trustee. . . . . . . . . . . . . . . . . . .2
Section 7.03. Directions by Certificateholders and Duties of Trustee
During Event of Default.. . . . . . . . . . . . . . . . . . .3
Section 7.04. Action upon Certain Failures of the Master Servicer and
upon Event of Default.. . . . . . . . . . . . . . . . . . . .3
Section 7.05. Trustee to Act; Appointment of Successor.. . . . . . . . . . .3

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<PAGE>
Page
----

Section 7.06. Notification to Certificateholders.. . . . . . . . . . . . . .5

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01. Duties of Trustee. . . . . . . . . . . . . . . . . . . . . . .1
Section 8.02. Certain Matters Affecting the Trustee. . . . . . . . . . . . .2
Section 8.03. Trustee not Required to Make Investigation.. . . . . . . . . .2
Section 8.04. Trustee not Liable for Certificates or Mortgage Loans. . . . .3
Section 8.05. Trustee May Own Certificates.. . . . . . . . . . . . . . . . .3
Section 8.06. The Master Servicer to Pay Fees and Expenses.. . . . . . . . .3
Section 8.07. Eligibility Requirements.. . . . . . . . . . . . . . . . . . .3
Section 8.08. Resignation and Removal. . . . . . . . . . . . . . . . . . . .4
Section 8.09. Successor. . . . . . . . . . . . . . . . . . . . . . . . . . .5
Section 8.10. Merger or Consolidation. . . . . . . . . . . . . . . . . . . .5
Section 8.11. Authenticating Agent.. . . . . . . . . . . . . . . . . . . . .6
Section 8.12. Separate Trustees and Co-Trustees. . . . . . . . . . . . . . .6
Section 8.13. Appointment of Custodians. . . . . . . . . . . . . . . . . . .8
Section 8.14. Tax Matters; Compliance with REMIC Provisions. . . . . . . . .8
Section 8.15. Monthly Advances.. . . . . . . . . . . . . . . . . . . . . . .10

ARTICLE IX

TERMINATION

Section 9.01. Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans. . . . . . . . . . . . . . . . . . . . . .1
Section 9.02. Additional Termination Requirements. . . . . . . . . . . . . .3

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01. Amendment.. . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 10.02. Recordation of Agreement. . . . . . . . . . . . . . . . . . .3
Section 10.03. Limitation on Rights of Certificateholders. . . . . . . . . .3
Section 10.04. Governing Law; Jurisdiction.. . . . . . . . . . . . . . . . .4
Section 10.05. Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . .4
Section 10.06. Severability of Provisions. . . . . . . . . . . . . . . . . .4
Section 10.07. Special Notices to Rating Agencies. . . . . . . . . . . . . .5
Section 10.08. Covenant of Seller. . . . . . . . . . . . . . . . . . . . . .5
Section 10.09. Recharacterization. . . . . . . . . . . . . . . . . . . . . .6

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Page
----

ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01. Class A Fixed Pass-Through Rate.. . . . . . . . . . . . . . .1
Section 11.02. Cut-Off Date. . . . . . . . . . . . . . . . . . . . . . . . .1
Section 11.03. Cut-Off Date Aggregate Principal Balance. . . . . . . . . . .1
Section 11.04. Original Class A Percentage.. . . . . . . . . . . . . . . . .1
Section 11.05. Original Class A Subclass Principal Balances. . . . . . . . .1
Section 11.06. Original Class A Non-PO Principal Balance.. . . . . . . . . .1
Section 11.07. Original Subordinated Percentage. . . . . . . . . . . . . . .2
Section 11.08. Original Class M Percentage.. . . . . . . . . . . . . . . . .2
Section 11.09. Original Class M Principal Balance. . . . . . . . . . . . . .2
Section 11.10. Original Class M Fractional Interest. . . . . . . . . . . . .2
Section 11.11. Original Class B-1 Percentage.. . . . . . . . . . . . . . . .2
Section 11.12. Original Class B-2 Percentage.. . . . . . . . . . . . . . . .2
Section 11.13. Original Class B-3 Percentage.. . . . . . . . . . . . . . . .2
Section 11.14. Original Class B-4 Percentage.. . . . . . . . . . . . . . . .2
Section 11.15. Original Class B-5 Percentage.. . . . . . . . . . . . . . . .2
Section 11.16. Original Class B Principal Balance. . . . . . . . . . . . . .2
Section 11.17. Original Class B Subclass Principal Balances. . . . . . . . .3
Section 11.18. Original Class B-1 Fractional Interest. . . . . . . . . . . .3
Section 11.19. Original Class B-2 Fractional Interest. . . . . . . . . . . .3
Section 11.20. Original Class B-3 Fractional Interest. . . . . . . . . . . .3
Section 11.21. Original Class B-4 Fractional Interest. . . . . . . . . . . .3
Section 11.22. Closing Date. . . . . . . . . . . . . . . . . . . . . . . . .3
Section 11.23. Right to Purchase.. . . . . . . . . . . . . . . . . . . . . .3
Section 11.24. Wire Transfer Eligibility.. . . . . . . . . . . . . . . . . .3
Section 11.25. Single Certificate. . . . . . . . . . . . . . . . . . . . . .4
Section 11.26. Servicing Fee Rate. . . . . . . . . . . . . . . . . . . . . .4
Section 11.27. Master Servicing Fee Rate.. . . . . . . . . . . . . . . . . .4

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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-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
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 C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 199_ -_ Certificates
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage from
locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
Frederick Maryland
EXHIBIT F-3 - 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 [B-3] [B-4] [B-5] Certificates)
EXHIBIT K - Transferee's Letter (Class [M] [B-1] [B-2] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement

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This Pooling and Servicing Agreement, dated as of ________________,
199_ executed by NORWEST STRUCTURED ASSETS, INC., as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and [TRUSTEE], 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.

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.

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ADJUSTED PRINCIPAL BALANCE: As to any Distribution Date and the Class
M Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance or, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.

ADJUSTMENT AMOUNT: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance, Class M 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, Class M 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 M Optimal Principal Amount, Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount and Class B-5 Optimal Principal Amount.

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.

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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.

BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$[______________] minus the aggregate amount of Bankruptcy Losses allocated
solely to the Class B Certificates or, following the reduction of the Class B
Principal Balance to zero, solely to the Class M 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 or, following the reduction of the Class B Principal Balance to
zero, solely to the Class M 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 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-7 Certificates, Class A-8
Certificates, Class A-9 Certificates or Class A-

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10 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 Missouri or (iii) a day on which banking institutions
in the City of New York, or the State of Maryland, State of Iowa, State of
Minnesota or State of Missouri are authorized or obligated by law or executive
order to be closed.

CERTIFICATE: Any one of the Class A Certificates, Class M
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 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.

CLASS: All certificates whose form is identical except for (i)
variations in the Percentage Interest evidenced thereby and (ii) in the case of
the Class A Certificates and Class B Certificates, variations in Subclass
designation and other Subclass characteristics.

CLASS A CERTIFICATE: Any one of 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-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 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, the
aggregate amount distributable to the Subclasses of Class A Certificates
pursuant to Paragraphs FIRST, SECOND, THIRD 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.

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CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum
of the Class A Subclass Interest Accrual Amounts with respect to such
Distribution Date.

CLASS A LOSS DENOMINATOR: As to any Determination Date, an amount
equal to the Class A Non-PO Principal Balance.

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
sum of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass
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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan.

CLASS A NON-PO PRINCIPAL BALANCE: As of any date, an amount equal to
the Class A Principal Balance less the Class A Subclass Principal Balance of the
Class A-PO Certificates.

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

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<PAGE>

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 ________________ 200_, 100%. As to any
Distribution Date subsequent to ____________ 200_ to and including the
Distribution Date in _____________ 200_, 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 ___________ 200_
to and including the Distribution Date in __________ 200_, 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
200 to and including the Distribution Date in _______ 200_, 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
200 to and including the Distribution Date in ______ 200_, 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 _______
200_, 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 ______ 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 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 M Principal Balance
and the current Class B Principal Balance and (b) cumulative Realized Losses
shall not exceed (1) 30% of the Original Subordinated Principal Balance if such
Distribution Date occurs between and including _______ 200_ and_______ 200_, (2)
35% of the Original Subordinated Principal Balance if such Distribution Date
occurs between and including _________ 200_ and ______ 200_, (3) 40% of the
Original Subordinated Principal Balance if such Distribution Date occurs between
and including __________ 200_ and _______ 200_, (4) 45% of the Original
Subordinated Principal Balance

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if such Distribution Date occurs between and including _________ 200_ and ______
200_, and (5) 50% of the Original Subordinated Principal Balance if such
Distribution Date occurs during or after _________ 200_. 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 NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date, the aggregate amount distributed in respect of the Class A Subclasses
pursuant to Paragraph THIRD clause (A) of Section 4.01(a).

CLASS A PRINCIPAL BALANCE: As of any date, an amount equal to the sum
of the Class A Subclass 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-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-PO
Certificates and Class A-R Certificate.

CLASS A SUBCLASS: Any of the Subclasses of Class A Certificates
consisting 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-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-PO Certificates and Class A-R
Certificate.

CLASS A SUBCLASS DISTRIBUTION AMOUNT: As to any Distribution Date and
any Class A Subclass, the amount distributable to such Class A Subclass pursuant
to Paragraphs FIRST, SECOND, THIRD and FOURTH of Section 4.01(a).

CLASS A SUBCLASS INTEREST ACCRUAL AMOUNT: As to any Distribution Date
and any Class A Subclass (other than the Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A Subclass Pass-Through Rate for such Class A
Subclass and (b) the Class A Subclass Principal Balance of such Class A Subclass
as of the Determination Date preceding such Distribution Date minus (ii) the
Class A Subclass Interest Percentage of such Class A Subclass of (x) any Non-
Supported Interest Shortfall allocated to the Class A Certificates with respect
to such Distribution Date, (y) 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 (z) 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 Class A Subclass
Interest Accrual Amount.

CLASS A SUBCLASS INTEREST PERCENTAGE: As to any Distribution Date and
any Class A Subclass (other than the Class A-PO Certificates), the percentage
calculated by dividing the Class A Subclass Interest Accrual Amount of such
Class A Subclass (determined

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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 Class A Subclass Interest Accrual Amount).

CLASS A SUBCLASS INTEREST SHORTFALL AMOUNT: As to any Distribution
Date and any Subclass of Class A Certificates (other than the Class A-PO
Certificates), any amount by which the Class A Subclass Interest Accrual Amount
of such Class A Subclass with respect to such Distribution Date exceeds the
amount distributed in respect of such Class A Subclass on such Distribution Date
pursuant to Paragraph FIRST of Section 4.01(a).

CLASS A SUBCLASS LOSS PERCENTAGE: As to any Determination Date and
any Subclass of Class A Certificates (other than the Class A-PO Certificates)
then outstanding, the percentage calculated by dividing the Class A Subclass
Principal Balance of such Subclass by the Class A Loss Denominator (determined
without regard to any Class A Subclass Principal Balance of any such Class A
Subclass not then outstanding), in each case determined as of the preceding
Determination Date.

CLASS A SUBCLASS PASS-THROUGH RATE: As to each Class A Subclass,
other than the Class A-PO Certificates, the Class A Fixed Pass-Through Rate.
The Class A-PO Certificates are not entitled to interest and have no Class A
Subclass Pass-Through Rate.

CLASS A SUBCLASS PRINCIPAL BALANCE: As of the first Determination
Date and as to any Class A Subclass, the Original Class A Subclass Principal
Balance of such Class A Subclass. As of any subsequent Determination Date prior
to the Cross-Over Date and as to any Class A Subclass (other than the Class A-PO
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass less the sum of (a) all amounts previously distributed in respect of
such Class A Subclass on prior Distribution Dates (A) pursuant to Paragraph
THIRD clause (A) of Section 4.01(a) and (B) as a result of a Principal
Adjustment and (b) the Realized Losses previously allocated to such Class A
Subclass with respect to prior Distribution Dates pursuant to Section 4.02(b).
After the Cross-Over Date, each such Class A Subclass Principal Balance will
also be reduced on each Determination Date by an amount equal to the product of
the Class A Subclass Loss Percentage of such Class A Subclass 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 Class A Subclass Principal Balance of such Class
A Subclass less the sum of (i) 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 (ii) the Realized Losses
previously allocated to the Class A-PO Certificates pursuant to Section 4.02(b).
On or after the Cross-Over Date, such Class A Subclass Principal Balance will
also be reduced on each Determination Date by an amount equal to the difference,
if any, between such Class A Subclass Principal Balance as of such Determination
Date without regard to this sentence and the Adjusted Pool Amount (PO Portion)
for the preceding Distribution Date.

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CLASS A SUBCLASS UNPAID INTEREST SHORTFALL: As to any Distribution
Date and Class A Subclass, the amount, if any, by which the aggregate of the
Class A Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass on prior Distribution Dates pursuant to Paragraph SECOND of
Section 4.01(a).

CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date, an
amount equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for
all the Class A Subclasses.

CLASS A VOTING INTEREST: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).

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 D 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 D 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 D hereto.

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

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 D 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 D 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 D hereto.

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

CLASS A-7 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-7 and Exhibit D hereto.

CLASS A-7 CERTIFICATEHOLDER: The registered holder of a Class A-7
Certificate.

CLASS A-8 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-8 and Exhibit D hereto.

CLASS A-8 CERTIFICATEHOLDER: The registered holder of a Class A-8
Certificate.

CLASS A-9 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-9 and Exhibit D hereto.

CLASS A-9 CERTIFICATEHOLDER: The registered holder of a Class A-9
Certificate.

CLASS A-10 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-10 and Exhibit D hereto.

CLASS A-10 CERTIFICATEHOLDER: The registered holder of a Class A-10
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 D 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 (i) 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 (ii) 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

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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 DISTRIBUTION AMOUNT: As to any Distribution Date, the
aggregate 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-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;

(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 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 D 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 or Class B-5
Certificates.

CLASS B CERTIFICATEHOLDER: The registered holder of a Class B
Certificate.

CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum
of the Class B Subclass Interest Accrual Amounts with respect to such
Distribution Date.

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<PAGE>

CLASS B PASS-THROUGH RATE: As to any Distribution Date, % per
annum.

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 and Class B-5 Principal Balance.

CLASS B SUBCLASS: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.

CLASS B SUBCLASS DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-
2, Class B-3, Class B-4 or Class B-5 Distribution Amounts.

CLASS B SUBCLASS INTEREST ACCRUAL AMOUNT: As to any Distribution Date
and any Class B Subclass, an amount equal to (i) the product of 1/12th of the
Class B Pass-Through Rate and the Class B Subclass Principal Balance of such
Class B Subclass as of the Determination Date preceding such Distribution Date
minus (ii) the Class B Subclass Interest Percentage of such Class B Subclass 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).

CLASS B SUBCLASS INTEREST PERCENTAGE: As to any Distribution Date and
any Class B Subclass, the percentage calculated by dividing the Class B Subclass
Interest Accrual Amount of such Class B Subclass (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 Class B
Subclass Interest Accrual Amount).

CLASS B SUBCLASS 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 or Class B-5
Interest Shortfall Amount.

CLASS B SUBCLASS LOSS PERCENTAGE: As to any Determination Date and
any Class B Subclass then outstanding, the percentage calculated by dividing the
Class B Subclass Principal Balance of such Class B Subclass by the Class B
Principal Balance (determined without regard to any Class B Subclass Principal
Balance of any Class B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.

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

CLASS B SUBCLASS 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 or Class B-5 Prepayment Percentage.

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<PAGE>

CLASS B SUBCLASS PRINCIPAL BALANCE: Any of the Class B-1 Principal
Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal Balance or Class B-5 Principal Balance.

CLASS B SUBCLASS 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 or Class B-5 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 D 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 EIGHTH, NINTH and TENTH of Section 4.01(a).

CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Class B Subclass 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 EIGHTH 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;

(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

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<PAGE>

portion of any unreimbursed Periodic Advances previously made by the
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 Subclass 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, 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-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses 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-1 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-1 Percentage for such Distribution Date will be zero.

CLASS B-1 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-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses 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-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.

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 TENTH of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses previously
allocated 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 sum of the
Class A Principal Balance and the Class M Principal Balance as of such
Determination Date.

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 NINTH of Section 4.01(a).

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<PAGE>

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 D 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 ELEVENTH, TWELFTH and THIRTEENTH of Section 4.01(a).

CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Class B Subclass 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 ELEVENTH 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 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 Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the 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.

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<PAGE>

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 Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses 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 Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses 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 THIRTEENTH of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
previously allocated 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, the Class M 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 TWELFTH 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 D hereto.

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

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<PAGE>

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 FOURTEENTH, FIFTEENTH and SIXTEENTH of Section 4.01(a).

CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Class B Subclass 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 FOURTEENTH 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 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 Subclass 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 Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses 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

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<PAGE>

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 Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses 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 SIXTEENTH of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
previously allocated 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 M 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 FIFTEENTH 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 D 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 SEVENTEENTH, EIGHTEENTH, AND NINETEENTH of Section 4.01(a).

CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Class B Subclass 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 SEVENTEENTH of Section 4.01(a).

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<PAGE>

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 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 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 Subclass 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 Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses 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 Class M Principal Balance and the Class B Subclass

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<PAGE>

Principal Balances of the Class B Subclasses 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 NINETEENTH of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
previously allocated 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
sum of the Class A Principal Balance, the Class M 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 EIGHTEENTH 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 D 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 TWENTIETH, TWENTY-FIRST, AND TWENTY-SECOND of Section 4.01(a).

CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Class B Subclass 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 TWENTIETH 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;

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<PAGE>

(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 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 Subclass 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 Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses 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 Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses 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

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<PAGE>

respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph TWENTY-SECOND of Section 4.01(a) and (b) the Realized Losses
previously allocated 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 M 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 TWENTY-FIRST of Section 4.01(a).

CLASS M 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 C and Exhibit D hereto.

CLASS M CERTIFICATEHOLDER: The registered holder of a Class M
Certificate.

CLASS M DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
FIFTH, SIXTH and SEVENTH of Section 4.01(a).

CLASS M INTEREST ACCRUAL AMOUNT: As to any Distribution Date, an
amount equal to (i) the product of 1/12th of the Class M Pass-Through Rate and
the Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M 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 M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).

CLASS M INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any
amount by which the Class M Interest Accrual Amount with respect to such
Distribution Date exceeds the amount distributed in respect of the Class M
Certificates on such Distribution Date pursuant to Paragraph FIFTH of Section
4.01(a).

CLASS M 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 M 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 M Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during

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<PAGE>

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

(iii) the Class M 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 M 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 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 M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.

CLASS M PASS-THROUGH RATE: As to any Distribution Date, % per
annum.

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

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

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<PAGE>

CLASS M PRINCIPAL BALANCE: As to the first Determination Date, the
Original Class M Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class M Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class M 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 previously
allocated to the Class M 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.

CLASS M UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class M Interest Shortfall Amounts
for prior Distribution Dates is in excess of the amounts distributed in respect
of the Class M Certificates on prior Distribution Dates pursuant to Paragraph
SIXTH 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 11.22.

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.

CO-OP SHARES: Shares issued by private non-profit housing
corporations.

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

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
[_______________________________________________________].

CROSS-OVER DATE: The first Distribution Date with respect to which
the Class A Percentage (determined pursuant to clause (ii) of the definition
thereof) equals or exceeds 100%.

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<PAGE>

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 Class A Subclasses 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 Class B Certificates pursuant to
Paragraphs 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 Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.

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 Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M 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 Class B

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<PAGE>

Subclass Principal Balances of the Class B-4 and Class B-5 Certificates by the
sum of the Class A Non-PO Principal Balance, the Class M 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 Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original
Class B-4 Fractional Interest.

CURRENT CLASS M FRACTIONAL INTEREST: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class M Fractional Interest.

CURRENT CLASS M INTEREST DISTRIBUTION AMOUNT: As to any Distribution
Date, the amount distributed in respect of the Class M Certificates pursuant to
Paragraph FIFTH of Section 4.01(a) on such Distribution Date.

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, a 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 with it. 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.

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<PAGE>

CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE: The aggregate of the Cut-
Off Date Principal Balances of the Mortgage Loans 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.

[DCR: Duff & Phelps Credit Rating Co., or its successor in interest.]

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 _____%.

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

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<PAGE>

(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 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

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<PAGE>

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;

(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).

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<PAGE>

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
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 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

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substitution pursuant to Section 2.02, which Mortgage Loan is serviced under the
Norwest Servicing Agreement.

EXHIBIT F-3 MORTGAGE LOAN: Any of the Mortgage Loans identified in
Exhibit F-3 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.

[FITCH: Fitch Investors Service, L.P., 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) %,
(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) _____%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.

FNMA: The Federal National Mortgage Association 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 $ _______________

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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 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.

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

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day of the month 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 11.27.

MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date,
the one month period beginning on the Determination 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.

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

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amortization schedule, other than for Deficient Valuations, by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period).

MONTH END INTEREST: As defined in each Servicing Agreement.

[MOODY'S: Moody's Investors Service, Inc., or its successor in
interest.]

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 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, F-2 and F-3, 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;

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

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(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) whether such Mortgage Loan is a T.O.P. Mortgage Loan;

(xv) Fixed Retained Yield, if applicable;

(xvi) the Master Servicing Fee; and

(xvii) for Mortgage Loans identified on Exhibit F-3, 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.

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 Liquidated Loan, Liquidation
Proceeds net of Liquidation Expenses. For all purposes of this Agreement, Net
Liquidation Proceeds shall be allocated first to accrued and unpaid interest on
the related Mortgage Loan and then to the unpaid principal balance thereof.

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 11.26 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.27 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any

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regular monthly computation of interest at such rate shall be based upon annual
interest at such rate on the applicable amount divided by twelve.

NET PARTIAL LIQUIDATION PROCEEDS: Partial Liquidation Proceeds with
respect to a Mortgage Loan net of unreimbursed Liquidation Expenses incurred
with respect to such Mortgage Loan. For all purposes of this Agreement, Net
Partial Liquidation Proceeds shall be allocated first to accrued and unpaid
interest on the related Mortgage Loan and then to the unpaid principal balance
thereof.

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 quotient
obtained by dividing the Net Mortgage Interest Rate for such Mortgage Loan by
______%.

NON-PO VOTING INTEREST: The ratio obtained by dividing the Pool
Balance (Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).

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 or 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 or Trustee determination, an Officer's Certificate of the
Master Servicer or the Trustee 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, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) the Class B Certificates according to the percentage

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obtained by dividing the Class B Principal Balance by the sum of the Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.

NON-U.S. PERSON: As defined in Section 4.01(g).

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

NORWEST MORTGAGE CORRESPONDENTS: The entities, other than PHMC,
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 and Exhibit F-2 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.

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; 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 the Class M Certificates or
any Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass 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) any Class A Subclass Principal Balance
would be subject to further reduction as a result of the third or fifth
sentences of the definition of Class A Subclass Principal Balance or, with
respect to any Class B Subclass, the Class M Principal Balance or the Class B
Subclass Principal Balance of a Class B Subclass 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 M Principal
Balance, Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance or Class B-5 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
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and
Class A-R Certificates.

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ORIGINAL CLASS A SUBCLASS PRINCIPAL BALANCE: Any of the Original
Class A Subclass Principal Balances as set forth in Section 11.05.

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 and Original Class B-5
Principal Balance, as set forth in Section 11.16.

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 and the Original Class B-5 Principal Balance by the sum of
the Original Class A Non-PO Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.18.

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 and the Original
Class B-5 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance, the Original Class M Principal Balance and the Original Class B
Principal Balance. The Original Class B-2 Fractional Interest is specified in
Section 11.19.

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 and the Original Class B-5 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.20.

ORIGINAL CLASS B-4 FRACTIONAL INTEREST: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-5 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance, the
Original Class M Principal Balance and the Original Class B Principal Balance.
The Original Class B-4 Fractional Interest is specified in Section 11.21.

ORIGINAL CLASS B-1 PERCENTAGE: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.

ORIGINAL CLASS B-2 PERCENTAGE: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.

ORIGINAL CLASS B-3 PERCENTAGE: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.

ORIGINAL CLASS B-4 PERCENTAGE: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.14.

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ORIGINAL CLASS B-5 PERCENTAGE: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.15.

ORIGINAL CLASS B-1 PRINCIPAL BALANCE: The Class B-1 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.17.

ORIGINAL CLASS B-2 PRINCIPAL BALANCE: The Class B-2 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.17.

ORIGINAL CLASS B-3 PRINCIPAL BALANCE: The Class B-3 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.17.

ORIGINAL CLASS B-4 PRINCIPAL BALANCE: The Class B-4 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.17.

ORIGINAL CLASS B-5 PRINCIPAL BALANCE: The Class B-5 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.17.

ORIGINAL CLASS M FRACTIONAL INTEREST: As to the first Distribution
Date, the percentage obtained by dividing the Original Class M Principal Balance
by the sum of the Original Class A Non-PO Principal Balance, the Original Class
M Principal Balance and the Original Class B Principal Balance. The Original
Class M Fractional Interest is specified in Section 11.10.

ORIGINAL CLASS M PERCENTAGE: The Class M Percentage as of the Cut-Off
Date, as set forth in Section 11.08.

ORIGINAL CLASS M PRINCIPAL BALANCE: The Class M Principal Balance as
of the Cut-Off Date, as set forth in Section 11.09.

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

ORIGINAL SUBORDINATED PRINCIPAL BALANCE: The sum of the Original
Class M Principal Balance and the Original Class B Principal Balance.

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.

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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.

PAC CERTIFICATES: The Class A-5 Certificates, Class A-6 Certificates
and Class A-7 Certificates.

PAC PRINCIPAL AMOUNT: As defined in Section 4.01(b).

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).

PERCENTAGE INTEREST: With respect to a Class A Certificate, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the aggregate original principal balance of all
Certificates of such Class A Subclass. With respect to a Class M Certificate,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the aggregate original principal balance of all
Certificates of such Class. With respect to a Class B Certificate, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the aggregate original principal balance of all
Certificates of such Class B Subclass.

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

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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 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 Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;

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(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable 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 or any unpaid
Fixed Retained Yield;

(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

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.

PREMIUM MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest
Rate of greater than _____%.

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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.

PRINCIPAL ADJUSTMENT: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass 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 or Subclass.

PRINCIPAL BALANCE: Each of the Class A Subclass Principal Balances,
the Class M 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.

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.

PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F of the
Code.

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 Agenc[y][ies] for the Class A Certificates and Class M
Certificates [is] [are] [Fitch][S&P][DCR][Moody's]. The Rating Agenc[y][ies]
for the Class B-1, Class B-2, Class B-3 and Class B-4 Certificates [is] [are]

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[Fitch][S&P][DCR][Moody's]. 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 [P-1 in the
case of Moody's], [D-1+ in the case of DCR], [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.

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.

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

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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 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 related 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 Structured Assets, Inc., or its successor in interest.

SENIOR OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class A-
PO Optimal Principal Amount.

SERVICER MORTGAGE LOAN FILE: As defined in each of the Servicing
Agreements.

SERVICERS: Each of Norwest Mortgage [and other Servicers], as
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.

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 11.26.

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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(e).

SINGLE CERTIFICATE: A Certificate of any Class or Subclass that
evidences the smallest permissible Denomination for such Class or Subclass, as
set forth in Section 11.25.

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, 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 a Servicing Agreement.

SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount
equal to $________________ 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 or after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.

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

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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.

SUBCLASS: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-
6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-PO and Class A-R and
each subdivision of the Class B Certificates, denominated respectively as Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5.

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.

T.O.P. MORTGAGE LOAN: Any Mortgage Loan that was originated by
Norwest Mortgage or an affiliate thereof in connection with the "Title Option
Plus" program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.

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), and 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, property which
secured a Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure.

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TRUSTEE: [TRUSTEE], or any successor trustee appointed as herein
provided.

UNPAID INTEREST SHORTFALLS: Each of the Class A Subclass Unpaid
Interest Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid
Interest Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3
Unpaid Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class
B-5 Unpaid Interest Shortfall.

UNSCHEDULED PRINCIPAL RECEIPT: Any Mortgagor payment or other recovery
of principal 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, including, without limitation, Principal
Prepayments, 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 and excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.

UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.

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, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class M Certificates will collectively be entitled to the
then applicable percentage of the aggregate Voting Interest represented by all
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and (c) the Holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 199 - Certificates. The aggregate Voting Interests
of each Subclass of Class A Certificates (other than the Class A-PO
Certificates) on any date will be equal to the product of (a) the Class A Voting
Interest represented by clause (A) of the definition thereof and (b) the
fraction obtained by dividing the Class A Subclass Principal Balance of such
Class A Subclass by the Class A Non-PO Principal Balance on such date. The
aggregate Voting Interest of the Class A-PO Certificates on any date will be
equal to the Class A Voting Interest represented by clause (B) of the definition
thereof. The aggregate Voting Interest of each Subclass of Class B Certificates
will equal such Subclass's pro rata portion of the Voting Interest allocated to
the Class B Certificates based on such Subclass's outstanding principal balance.
Each Certificateholder of a Class or Subclass will have a Voting Interest equal
to the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class or Subclass of
Certificates or specified Classes or Subclasses of Certificates, each
Certificateholder of a Class or Subclass will have a Voting Interest in such
Class or Subclass equal to such Holder's Percentage Interest in such Class or
Subclass.

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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 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.

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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, the Holders of the Certificates any benefit or any legal
or equitable right, power, remedy or claim under this Agreement.

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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. 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.

In lieu of recording an assignment of any Mortgage the Seller may, to
the extent set forth in any 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, together with an Opinion of
Counsel (of which S&P will be an addressee or with respect to which S&P shall be
delivered a reliance letter) to the effect that recording is not required to
protect the Trustee's right, title and interest in and to the related Mortgage
Loan or, in case a court should recharacterize the sale of the Mortgage Loans as
a financing, to perfect a first priority security interest in favor of the
Trustee in the related Mortgage Loan. In the event 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.

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SECTION 2.02. ACCEPTANCE BY TRUSTEE.

The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages,
the assignments and other documents referred to in 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 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, Master Servicer
or Trustee with respect to such Mortgage Loan, shall be deposited in the
Certificate Account. The

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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, 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 Servicer or
any of its assets;

(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,

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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
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;

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(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, 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;

II-5
<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 13 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 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 identified on the
Mortgage Loan Schedule as a T.O.P. Mortgage Loan and any Mortgage Loan
secured by Mortgaged Property located in Iowa, as to which an opinion of
counsel of the type customarily rendered in such State 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

II-6
<PAGE>

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 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 Flood Disaster Protection Act of 1973; 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

II-7
<PAGE>

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, 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; and

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

Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the absence or effect of hazardous wastes or hazardous
substances on any of the Mortgaged Properties or on the lien of any Mortgage.
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 that
such breach materially and adversely

II-8
<PAGE>

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 Trustee 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.

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 Subclasses of Class A Certificates
(other than the Class A-R Certificate), the Class M Certificates and the
Subclasses 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 ________________, 20__ for purposes of Code
Section 860G(a)(1).

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<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

(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 REMIC to be subject to
Prohibited Transactions Tax, otherwise subject the REMIC 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.

III-1
<PAGE>

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 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

III-2
<PAGE>

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 Net
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to such Servicer's
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

III-3
<PAGE>

Advance is due, the Trustee shall, to the extent required by Section 8.15, make
such Periodic Advance to the 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, (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 (a)(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

III-4
<PAGE>

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 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
such 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.

III-5
<PAGE>

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 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,

III-6
<PAGE>

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 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 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 an adverse effect on Certificateholders may be
established through various means, including 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. 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)

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<PAGE>

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).

(ii) 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).

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 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

III-8
<PAGE>

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.

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.

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, at its option, to repurchase 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; PROVIDED, HOWEVER, that the Cut-Off
Date Principal Balances of the Mortgage Loans repurchased pursuant to this
provision shall not exceed 2.5% of the Cut-Off Date Aggregate Principal Balance
of the Mortgage Loans. 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, less any Fixed Retained Yield 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

III-9
<PAGE>

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 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 B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage asset-backed 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

III-10
<PAGE>

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 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. 1934 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, the
Class M Certificates and the Class B-1 and Class B-2 Certificates pursuant to
the Securities Exchange Act of 1934, as amended.

III-11
<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 Subclasses of Class A Certificates (other than the Class
A-PO Certificates), pro rata, based upon their respective Class A Subclass
Interest Accrual Amounts, in an aggregate amount up to the sum of the Class A
Subclass Interest Accrual Amounts with respect to such Distribution Date;

SECOND, to the Subclasses of Class A Certificates (other than the
Class A-PO Certificates), pro rata, based upon their respective Class A Subclass
Unpaid Interest Shortfalls, in an aggregate amount up to the sum of the
previously unpaid Class A Subclass Unpaid Interest Shortfalls;

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 Subclasses 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
Subclasses 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-5 Certificates pursuant to Paragraph
TWENTY-SECOND, below, second to the Class B-4 Certificates pursuant to Paragraph
NINETEENTH, below, third to the Class B-3 Certificates pursuant to Paragraph
SIXTEENTH, below, fourth to the Class B-2 Certificates pursuant to Paragraph
THIRTEENTH, below, fifth to the Class B-1 Certificates pursuant to Paragraph
TENTH below, and sixth to the Class M Certificates pursuant to Paragraph SEVENTH
below;

FIFTH, to the Class M Certificates in an amount up to the Class M
Interest Accrual Amount with respect to such Distribution Date;

SIXTH, to the Class M Certificates in an amount up to the Class M
Unpaid Interest Shortfall;
<PAGE>

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

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

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

TENTH, 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 TENTH 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;

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

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

THIRTEENTH, 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 THIRTEENTH 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;

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

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

SIXTEENTH, 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 SIXTEENTH 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;

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

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<PAGE>

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

NINETEENTH, 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 NINETEENTH 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; and

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

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

TWENTY-SECOND, 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 TWENTY-
SECOND 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; and

TWENTY-THIRD, to the Holder of the Class A-R Certificate.

Notwithstanding the foregoing, after the Principal Balance of any
Class or Subclass (other than the Class A-R Certificate) has been reduced to
zero, such Subclass 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 B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-PO Certificates), the Class M Certificates and any Class B Subclass with
a lower numerical designation and the amount of the Principal Adjustment, if
any, attributable to the Class M Certificates will be allocated to the
Subclasses of Class A Certificates (other than the Class A-PO Certificates) pro
rata based on the Class A Subclass Principal Balances.

(b) On each Distribution Date prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount will be allocated among and distributed
in reduction of the Class A Subclass Principal Balances (other than the Class A
Subclass Principal Balance of the Class A-PO Certificates) as follows:

IV-3
<PAGE>

[INSERT DISTRIBUTION PRIORITIES

As used above, the "PAC Principal Amount" for any Distribution Date
and for any Subclass of PAC Certificates means the amount, if any, that would
reduce the Class A Subclass Principal Balance of such Subclass to the percentage
of its initial Class A Subclass Principal Balance shown in the following tables
with respect to such Distribution Date.

The following tables set forth for each Distribution Date the planned
Class A Subclass Principal Balance for each Subclass of PAC Certificates
expressed as a percentage of the initial Class A Subclass Principal Balance.

IV-4
<PAGE>

Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance

Class A-5 Certificates

Percentage of Initial Percentage of Initial
Distribution Class A Subclass Distribution Class A Subclass
Date Principal Balance Date Principal Balance
- ------------- --------------------- ------------ ---------------------

Up to and
including and thereafter 0.00000000

Class A-6 Certificates

Up to and
including and thereafter 0.00000000

IV-5
<PAGE>

Class A-7 Certificates

Percentage of Initial
Distribution Class A Subclass
Date Principal Balance
- ------------ ---------------------

Up to and
including
and thereafter 0.00000000

IV-6
<PAGE>

(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Principal
Distribution Amount shall be distributed among the Subclasses of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Class A Subclass 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 Subclasses 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 M Fractional Interest is less than the
Original Class M Fractional Interest and the Class M Principal Balance is
greater than zero, the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates shall not be eligible to receive distributions of
principal; or

(B) 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 and Class B-5
Certificates shall not be eligible to receive distributions of principal;
or

(C) 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 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or

(D) 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 and Class B-5 Certificates shall not be
eligible to receive distributions of principal; or

(E) 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 Certificates shall not be eligible to
receive distributions of principal.

(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Class M Principal Balance and/or the Class B Subclass
Principal Balances of the Subclasses of Class B Certificates entitled to receive
distributions of principal below zero, first the Class M Prepayment Percentage
and/or the Class B Subclass Prepayment Percentage of any affected Class B
Subclass for such Distribution Date beginning with the affected Subclass with
the lowest numerical Subclass designation and then, if necessary, the Class M
Percentage and/or the Class B Subclass Percentage of such Subclass of the Class
B Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Class M Principal Balance and/or the Class B
Subclass Principal Balance of such Class B Subclass to

IV-7
<PAGE>

zero. The Class B Subclass Prepayment Percentages and the Class B Subclass
Percentages of the remaining Class B Subclasses 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
Class M Principal Balance and/or the Class B Subclass Principal Balance of the
affected Class B Subclasses to zero; provided, however, that if the Class B
Subclass Principal Balances of all the Class B Subclasses eligible to receive
distributions of principal shall be reduced to zero on such Distribution Date,
the Class B Subclass Prepayment Percentage and the Class B Subclass Percentage
of the Class B Subclass with the lowest numerical Subclass 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 M
Prepayment Percentage and the Class B Subclass Prepayment Percentages of the
Class B Subclasses having lower numerical Subclass designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class M Percentage and the Class B Subclass Percentages of the Class
B Subclasses having lower numerical Subclass designations, if any, respectively.
Any entitlement of any Class B Subclass to principal payments solely pursuant to
this clause (ii) shall not cause such Subclass to be regarded as being eligible
to receive principal distributions for the purpose of applying the definition of
its Class B Subclass Percentage or Class B Subclass 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 or Subclass) 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 11.24, 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 (based on, with respect to each
Class or Subclass, the aggregate of the Percentage Interests represented by
Certificates of the applicable Class or Subclass of Certificates held by such
Holder) of the Class A Subclass Distribution Amount with respect to each
Subclass of Class A Certificates, the Class M Distribution Amount with respect
to the Class M Certificates and the Class B Subclass Distribution Amount with
respect to each such Subclass of Class B Certificates.

In the event that, on any Distribution Date prior to the Final
Distribution Date, the Class A Subclass Principal Balance of any Subclass of
Class A Certificates (other than the

IV-8
<PAGE>

Class A-R Certificate), the Class M Principal Balance of the Class M
Certificates or the Class B Subclass Principal Balance of any Subclass 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 or Subclass with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Class or
Subclass 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
Non-U.S. Persons. Amounts withheld pursuant to this Section 4.01(g) shall be
treated as having been distributed to the related Certificateholder for all
purposes of this Agreement. For the purposes of this Paragraph, a "Non-U.S.
Person" is an individual, corporation, partnership or other person other than a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, or an estate or trust that is subject to U.S.
federal income tax regardless of the source of its income.

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

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

THIRD, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;

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

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

IV-9
<PAGE>

SIXTH, to the Class M Certificates until the Class M 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 or Subclass'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), Class M Certificates and Class B
Certificates based on the Class A Non-PO Principal Balance, Class M 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 Subclasses of Class A Certificates
(other than the Class A-PO Certificates) in accordance with the Class A Subclass
Loss Percentages as of such Determination Date. Any such loss allocated to the
Class B Certificates shall be allocated pro rata among the outstanding
Subclasses of Class B Certificates based on their Class B Subclass Principal
Balances.

(c) Any Realized Losses allocated to a Subclass of Class A
Certificates or Class B Certificates or to the Class M Certificates pursuant to
Section 4.02(a) or Section 4.02(b) shall be allocated among the Certificates of
such Subclass or 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 Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass 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), Class M 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 or Subclass on the Distribution Date in the month following the month in
which such recovery is received. When the Principal Balance of a Class or
Subclass of Certificates has been reduced to zero, such Class or Subclass 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 or Subclass in accordance with the preceding provisions, each outstanding
Class or Subclass shall be

IV-10
<PAGE>

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 or Subclass.

(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated among the Class A
Certificates, Class M Certificates and Class B Certificates, pro rata based on
the Class A Interest Accrual Amount, the Class M 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 Subclasses of
Class A Certificates (other than the Class A-PO Certificates) based on their
Class A Subclass Interest Percentages. Any such loss allocated to the Class B
Certificates will be allocated among the outstanding Subclasses of Class B
Certificates based on their Class B Subclass Interest Percentages. In addition,
after the Class M Principal Balance and the Class B Principal Balance have 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 Subclasses of Class A Certificates (other than
the Class A-PO Certificates) based on their Class A Subclass 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.

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.

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<PAGE>

(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:

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

IV-12
<PAGE>

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

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

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

(vi) (a) the amount of such distribution to Holders of each Class B
Subclass allocable to interest, (b) the amount of the Current Class B
Interest Distribution Amount allocated to each Class B Subclass and the
Pass-Through Rate applicable to such Distribution Date, (c) any Class B
Subclass Interest Shortfall Amounts arising with respect to such
Distribution Date and any remaining Class B Subclass Unpaid Interest
Shortfall with respect to each Class B Subclass after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class B Subclass 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 B Subclass for such
Distribution Date;

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

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

(ix) the Class A Principal Balance, the Class A Subclass Principal
Balance of each Subclass of Class A Certificates, the Class M Principal
Balance, the Class B Principal Balance and the Class B Subclass Principal
Balance of each Subclass 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;

(x) 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;

IV-13
<PAGE>

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

(xii) 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);

(xiii) 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);

(xiv) the Class M 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);

(xv) the Class M 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);

(xvi) the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
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);

(xvii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
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);

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

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

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

IV-14
<PAGE>

(xxi) 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;

(xxii) 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;

(xxiii) the aggregate amount of Bankruptcy Losses allocated to each
Subclass of Class B Certificates or, following the reduction of the Class B
Principal Balance to zero, solely to the Class M Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary;

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

(xxv) 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;

(xxvi) 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;

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

(xxiii) 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 Subclass of
Class A Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than a Class A-PO or Class A-R Certificate) with a $1,000 Denomination, as a
dollar amount per Class A-R Certificate with a $____ Denomination and as a
dollar amount per Class A-PO Certificate with a $1 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

IV-15
<PAGE>

forth in clauses (i) and (ii)(a) above in the case of a Class A
Certificateholder, the information set forth in clauses (iii) and (iv)(a) above
in the case of a Class M Certificateholder and the information contained in
clauses (v) and (vi)(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.

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 Subclass Distribution Amount with respect to
each Class A Subclass, the Class M Distribution Amount and the Class B Subclass
Distribution Amount with respect to each Class B Subclass. 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.

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 M or Class B 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).

IV-16
<PAGE>

ARTICLE V

THE CERTIFICATES

SECTION 5.01. THE CERTIFICATES.

(a) The Class A, Class M and Class B Certificates shall be issued
only in minimum denominations of a Single Certificate and, except for the Class
A-R Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class or Subclass (other than the Class
A-R Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class or
Subclass to equal the aggregate Original Class A Subclass Principal Balance,
Original Class M Principal Balance or the aggregate Original Class B Subclass
Principal Balance of such Class or Subclass, as the case may be), 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-7, A-8, A-9, A-10, A-PO, A-R, B-1, B-2, B-3, B-4, B-5, C and D
(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, Class M 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 Trustee 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."

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<PAGE>

(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. 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.

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<PAGE>

SECTION 5.02. REGISTRATION OF TRANSFER AND EXCHANGE 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, 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 or Subclass.

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 or Subclass 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 B-3, Class B-4 or Class B-5 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 B-3, Class B-4 or
Class B-5 Certificateholder to deliver a written Opinion of

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<PAGE>

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 to execute an
investment letter in the form of Exhibit J hereto 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 B-3, Class B-4 or Class B-5 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 B-3, Class B-4 or Class B-5
Certificates under said Act or any other securities law.

(c) No transfer of a Class M or Class B Certificate shall be made
unless the Trustee shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class B-3, Class B-
4 or Class B-5 Certificate, or in the form of Exhibit K hereto, in the case of a
Class M, Class B-1 or Class B-2 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan subject to the fiduciary
responsibility provisions of ERISA or Code Section 4975, or a governmental plan
as defined in Section 3(32) of ERISA, or 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) if such transferee is an insurance company, the source of funds used to
purchase the Class M or Class B 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)) and
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 or (ii) in the case of any such Class M or Class B Certificate
presented for registration in the name of a Plan, or a trustee of any such Plan,
an Opinion of Counsel satisfactory to the Trustee and the Seller to the effect
that the purchase or holding of such Class M 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. The Class M 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

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<PAGE>

meaning of Code Section 860E(e)(5) or an agent of a disqualified organization
(including a broker, nominee, or middleman), to a Plan or a Person 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.

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<PAGE>

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, 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
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 or Subclass.
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,

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<PAGE>

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 or Subclass
as of the most recent Record Date.

(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

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<PAGE>

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 Subclass 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 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.

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<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, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross

VI-1
<PAGE>

negligence in the performance of his 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, Class M 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

VI-2
<PAGE>

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
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.

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<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;

VII-1
<PAGE>

(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 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 FHMLC, 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

VII-2
<PAGE>

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.

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 trusts 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

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<PAGE>

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 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,

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<PAGE>

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.

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.

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<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 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

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<PAGE>

(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 was negligent in ascertaining
the pertinent facts.

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 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;

(ii) The Trustee may consult with counsel, and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;

(iii) The Trustee shall not be personally liable for any action taken,
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; and

(iv) 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 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

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<PAGE>

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.

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 an
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)

VIII-3
<PAGE>

have a credit rating which could not cause either of the Rating Agencies to
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.

VIII-4
<PAGE>

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.

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.

SECTION3 8.10. MERGER OR CONSOLIDATION.

Any Person into which either 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 Trust Estate to fail to qualify as a REMIC, which Opinion of Counsel
shall be at the sole expense of the Trustee.

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<PAGE>

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
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,

VIII-6
<PAGE>

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.

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

VIII-7
<PAGE>

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.

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 the execution 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

VIII-8
<PAGE>

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 price
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
Forms SS-4 and 8811 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 Trust
Estate, including but not limited to the income, expenses, individual Mortgage
Loans (including REO Mortgage Loans, other assets and liabilities of the Trust
Estate, and the fair market value and adjusted basis of the Trust Estate
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) other than the interests
represented by the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-PO and Class A-R
Certificates, the Class M Certificates and the Class B-l, Class B-2, Class B-3,
Class B-4 and Class B-5 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 Trust Estate 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 Trust Estate) 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 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

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<PAGE>

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 and Subclass 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, 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 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.

VIII-10
<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 11.23. 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

IX-1
<PAGE>

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 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 Subclasses of Class A Certificates, the respective Class A Subclass
Principal Balance together with any related Class A Subclass Unpaid Interest
Shortfall and one month's interest in an amount equal to the respective Class A
Subclass Interest Accrual Amount, (ii) as to the Class M Certificates, the Class
M Principal Balance together with any related Class M Unpaid Interest Shortfall
and one month's interest at the Class M Pass-Through Rate on the Class M
Principal Balance, (iii) as to the Subclasses of Class B Certificates, the
respective Class B Subclass Principal Balance together with any related Class B
Subclass Unpaid Interest Shortfall and one month's interest in an amount equal
to the respective Class B Subclass Interest Accrual Amount and (iv) as to the
Class A-R Certificate, the amount, if any, which remains 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

IX-2
<PAGE>

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 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 either the Trust Estate or 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.

IX-3
<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 or Subclass 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 or Subclass; 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

X-1
<PAGE>

Holders of Certificates of any Class or Subclass in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class or Subclass evidencing, as to such Class or Subclass, Voting
Interests aggregating not less than 66-2/3% or (iii) reduce the aforesaid
percentage of Certificates of any Class or Subclass the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all Certificates of such Class or Subclass then outstanding.

Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless each shall have
first received an Opinion of Counsel to the effect that such amendment will not
subject either the Trust Estate or 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:

(a) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with
respect to all Unscheduled Principal Receipts; or

(b) 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.

X-2
<PAGE>

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.

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

X-3
<PAGE>

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 mail, return receipt requested (i) in the case of
the Seller, to Norwest Structured Assets, Inc., [_________________________],
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, 5325 Spectrum Drive, 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. 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.

X-4
<PAGE>

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;

(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.

(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.

X-5
<PAGE>

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.

X-6
<PAGE>

ARTICLE XI

TERMS FOR CERTIFICATES

SECTION 11.01. CLASS A FIXED PASS-THROUGH RATE.

The Class A Fixed Pass-Through Rate is ____% per annum.

SECTION 11.02. CUT-OFF DATE.

The Cut-Off Date for the Certificates is ___________, 199_.

SECTION 11.03. CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.

The Cut-Off Date Aggregate Principal Balance is $_________________.

SECTION 11.04. ORIGINAL CLASS A PERCENTAGE.

The Original Class A Percentage is _______________%.

SECTION 11.05. ORIGINAL CLASS A SUBCLASS PRINCIPAL BALANCES.

As to the following Subclasses of Class A Certificates, the Class A
Subclass Principal Balance of such Subclass as of the Cut-Off Date, as follows:

Original Class A
Class A Subclass Subclass Principal Balance
---------------- --------------------------

Class A-1 $
Class A-2 $
Class A-3 $
Class A-4 $
Class A-5 $
Class A-6 $
Class A-7 $
Class A-8 $
Class A-9 $
Class A-10 $
Class A-PO $
Class A-R $

SECTION 11.06. ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.

The Original Class A Non-PO Principal Balance is $________________.

XI-1
<PAGE>

SECTION 11.07. ORIGINAL SUBORDINATED PERCENTAGE.

The Original Subordinated Percentage is ___________________%.

SECTION 11.08. ORIGINAL CLASS M PERCENTAGE.

The Original Class M Percentage is _______________%.

SECTION 11.09. ORIGINAL CLASS M PRINCIPAL BALANCE.

The Original Class M Principal Balance is $_________________.

SECTION 11.10. ORIGINAL CLASS M FRACTIONAL INTEREST.

The Original Class M Fractional Interest is __________________%.

SECTION 11.11. ORIGINAL CLASS B-1 PERCENTAGE.

The Original Class B-1 Percentage is ____________________%.

SECTION 11.12. ORIGINAL CLASS B-2 PERCENTAGE.

The Original Class B-2 Percentage is _____________________%.

SECTION 11.13. ORIGINAL CLASS B-3 PERCENTAGE.

The Original Class B-3 Percentage is ___________________%.

SECTION 11.14. ORIGINAL CLASS B-4 PERCENTAGE.

The Original Class B-4 Percentage is ____________________%.

SECTION 11.15. ORIGINAL CLASS B-5 PERCENTAGE.

The Original Class B-5 Percentage is _______________________%.

SECTION 11.16. ORIGINAL CLASS B PRINCIPAL BALANCE.

The Original Class B Principal Balance is $_____________________.

XI-2
<PAGE>

SECTION 11.17. ORIGINAL CLASS B SUBCLASS PRINCIPAL BALANCES.

As to any Class B Certificate, the Class B Subclass Principal Balance
of such Subclass as of the Cut-Off Date, is as follows:

Original Class B
Class B Subclass Subclass Principal Balance
---------------- --------------------------

Class B-1 $
Class B-2 $
Class B-3 $
Class B-4 $
Class B-5 $

SECTION 11.18. ORIGINAL CLASS B-1 FRACTIONAL INTEREST.

The Original Class B-1 Fractional Interest is ____________________%.

SECTION 11.19. ORIGINAL CLASS B-2 FRACTIONAL INTEREST.

The Original Class B-2 Fractional Interest is ____________________%.

SECTION 11.20. ORIGINAL CLASS B-3 FRACTIONAL INTEREST.

The Original Class B-3 Fractional Interest is _____________________%.

SECTION 11.21. ORIGINAL CLASS B-4 FRACTIONAL INTEREST.

The Original Class B-4 Fractional Interest is _____________________%.

SECTION 11.22. CLOSING DATE.

The Closing Date is ________________, 199_.

SECTION 11.23. 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 $__________________ (10% of the
Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.

SECTION 11.24. WIRE TRANSFER ELIGIBILITY.

With respect to the Certificates (other than the Class A-PO, Class A-
R, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates), the minimum Denomination eligible for wire transfer on each
Distribution Date is $5,000,000. The Class

XI-3
<PAGE>

A-PO, Class A-R, Class M Class B-1, Class B-2, Class B-3, Class B-4 and Class B-
5 Certificates are not eligible for wire transfer.

SECTION 11.25. SINGLE CERTIFICATE.

A Single Certificate for each Subclass of Class A Certificates (other
than Class A-R Certificate),the Class M Certificates and the Class B-1 and Class
B-2 Certificates represents a $100,000 Denomination. A Single Certificate for
the Class B-3, Class B-4 and Class B-5 Certificates represents a $250,000
Denomination. A Single Certificate for the Class A-R Certificate represents a
$____ Denomination.

SECTION 11.26. SERVICING FEE RATE.

The rate used to calculate the Servicing Fee is equal to _____% per
annum.

SECTION 11.27. MASTER SERVICING FEE RATE.

The rate used to calculate the Master Servicing Fee for each Mortgage
Loan is _____% per annum.

XI-4
<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 STRUCTURED ASSETS, INC.
as Seller

By:
-------------------------------
Name:
Title:

NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer

By:
-------------------------------
Name:
Title:

[TRUSTEE]
as Trustee

By:
-------------------------------
Name:
Title:

Attest:
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

-Signature Page-
<PAGE>

STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )

On this __th day of ________, 199_, before me, a notary public in and
for the State of New York, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at ________,
_________; that he is a ______________ of Norwest Structured Assets, Inc., 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 __th day of _________, 199_, 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 a Vice President 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 __th day of __________, 199_, 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 she resides at
_________________, ______________; that she is a ____________________ of
[Trustee], 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 )
ss.:
COUNTY OF )

On this __th day of ____________, 199_, 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 a _____________________ of
[Trustee], 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>

December 13, 1996

Norwest Structured Assets, Inc.
5325 Spectrum Drive
Frederick, Maryland 21703

Re: MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES

Gentlemen:

We have acted as your counsel in connection with the Registration
Statement filed with the Securities and Exchange Commission (the "Commission")
on the date hereof, pursuant to the Securities Act of 1933, as amended (the
"Registration Statement"). The Registration Statement covers Mortgage Asset-
Backed Pass-Through Certificates ("Certificates") to be sold by Norwest
Structured Assets, Inc. (the "Company") in one or more series (each, a "Series")
of Certificates. Each Series of Certificates will be issued under a separate
pooling and servicing agreement (each, a "Pooling and Servicing Agreement")
among the Company, a trustee to be identified in the Prospectus Supplement for
such Series of Certificates (a "Trustee"), and Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"). A form of Pooling and
Servicing Agreement is included as an Exhibit to the Registration Statement.
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Registration Statement.

We have examined originals or copies certified or otherwise identified
to our satisfaction of such documents and records of the Company, and such
public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.

Based on the foregoing, we are of the opinion that:

1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the

<PAGE>

Norwest Structured Assets, Inc. -2- December 13, 1996

Company, a Trustee and the Master Servicer, such Pooling and
Servicing Agreement will constitute a valid and legally binding
agreement of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting
the enforcement of rights of creditors generally and to general
principles of equity and the discretion of the court (regardless
of whether enforceability is considered in a proceeding in equity
or at law); and

2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the Company, a Trustee and the Master Servicer, and
the Certificates of such Series have been duly executed,
authenticated, delivered and sold as contemplated in the
Registration Statement, such Certificates will be legally and
validly issued, fully paid and nonassessable, and the holders of
such Certificates will be entitled to the benefits of such
Pooling and Servicing Agreement.

We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.

Very truly yours,

<PAGE>

December 13, 1996

Norwest Structured Assets, Inc.
5325 Spectrum Drive
Frederick, Maryland 21703

Re: MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES

Gentlemen:

In rendering the opinion set forth below, we have examined and relied
upon the following: (1) the Registration Statement, the Prospectus and the form
of Prospectus Supplement constituting a part thereof, each substantially in the
form being filed with the Commission; (2) the form of the Pooling and Servicing
Agreement, substantially in the form being filed with the Commission; and (3)
such other documents, materials, and authorities as we have deemed necessary in
order to enable us to render our opinion set forth below.

As counsel to Norwest Structured Assets, Inc. (the "Company"), we have
advised the Company with respect to certain federal income tax aspects of the
proposed issuance of the Certificates. Such advice has formed the basis for the
description of material federal income tax consequences for holders of the
Certificates that appears under the heading "Certain Federal Income Tax
Consequences" in the Prospectus and under the headings "Summary Information --
Federal Income Tax Status" and "Federal Income Tax Considerations" in the form
of Prospectus Supplement. Such descriptions do not purport to discuss all
possible federal income tax ramifications of the proposed issuance of the

<PAGE>

Norwest Structured Assets, Inc. -2- December 13, 1996

Certificates, but, with respect to those federal income tax consequences that
are discussed, in our opinion, the description is accurate in all material
respects.

This opinion is based on the facts and circumstances set forth in the
Prospectus and the Prospectus Supplement and in the other documents reviewed by
us. Our opinion as to the matters set forth herein could change with respect to
a particular Series of Certificates as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. As the Registration Statement
contemplates Series of Certificates with numerous different characteristics, the
particular characteristics of each Series of Certificates must be considered in
determining the applicability of this opinion to a particular Series of
Certificates. The opinion contained in each Prospectus Supplement and
Prospectus prepared pursuant to the Registration Statement is, accordingly,
deemed to be incorporated herein.

We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to our firm under the heading
"Certain Federal Income Tax Consequences" in the Prospectus. This consent is
not to be construed as an admission that we are a person whose consent is
required to be filed with the Registration Statement under the provisions of the
Act.

Very truly yours,

<PAGE>

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

[FORM OF SERVICING AGREEMENT]

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

(Master Servicer)

and

NORWEST MORTGAGE, INC.

(Servicer)

SERVICING AGREEMENT

Dated as of , 199_

- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

ARTICLE 1
Page
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .1
ACH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Adjusted Tangible Net Worth. . . . . . . . . . . . . . . . . . . . . . . . . .1
Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Amounts Held for Future Distribution . . . . . . . . . . . . . . . . . . . . .2
Applicable Unscheduled Principal Receipt Period. . . . . . . . . . . . . . . .2
Appraisal Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
ARM Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Assumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Balloon Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Balloon Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Bankruptcy Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
BIF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Buydown Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Buydown Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Certificate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Condominium Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Condominium Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Converted Mortgage Loan. . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Co-op Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Current Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Curtailment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Custodial Buydown Account. . . . . . . . . . . . . . . . . . . . . . . . . . .4
Custodial Principal and Interest (P&I) Account . . . . . . . . . . . . . . . .4
Custodial Subsidy Account. . . . . . . . . . . . . . . . . . . . . . . . . . .4
Custodial Taxes and Insurance (T&I) Account. . . . . . . . . . . . . . . . . .4
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Cut-Off Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Debt Service Reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Deficient Valuation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Delinquency/Delinquent . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

-ii-
<PAGE>

Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Directly Operate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Due-On-Sale Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Eligible Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Eligible Custodial P&I Account . . . . . . . . . . . . . . . . . . . . . . . .5
Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Errors and Omissions Policy. . . . . . . . . . . . . . . . . . . . . . . . . .6
Escrow Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Escrow Item. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
FHA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Fidelity Bond. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Final Title Condition Report . . . . . . . . . . . . . . . . . . . . . . . . .6
Flood Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Full Unscheduled Principal Receipt . . . . . . . . . . . . . . . . . . . . . .6
GNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
GPM (or GPARM) Loan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Gross Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Group I Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Group II Mortgage Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Hazard Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
HUD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Interest Adjustment Date . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Liquidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Loan Originator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Loan-to-Value (LTV). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Master Servicer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Master Servicer Loan Number. . . . . . . . . . . . . . . . . . . . . . . . . .8
Maximum Lifetime Mortgage Interest Rate. . . . . . . . . . . . . . . . . . . .8
Maximum Negative Amortization Amount . . . . . . . . . . . . . . . . . . . . .8
Mid-Month Receipt Period . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Minimum Lifetime Mortgage Interest Rate. . . . . . . . . . . . . . . . . . . .8
Month End Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Month End Interest Shortfall . . . . . . . . . . . . . . . . . . . . . . . . .9

-iii-
<PAGE>

Monthly Accounting Reports . . . . . . . . . . . . . . . . . . . . . . . . . .9
Monthly Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Monthly Remittance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Mortgage Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Mortgage Loan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Mortgage Loan Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Mortgage Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Mortgage Note Assumption Rider . . . . . . . . . . . . . . . . . . . . . . . 10
Mortgage Asset-Backed Pass-Through Certificates. . . . . . . . . . . . . . . 10
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Mortgagee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Net Mortgage Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . 10
Non-Recoverable Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Notice of Periodic Adjustment. . . . . . . . . . . . . . . . . . . . . . . . 10
Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
P&I Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Partial Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 11
Partial Liquidation Receipt Period . . . . . . . . . . . . . . . . . . . . . 11
Partial Unscheduled Principal Receipt. . . . . . . . . . . . . . . . . . . . 11
Payment Adjustment Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Periodic Payment Cap . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Periodic Rate Cap. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Pool Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Pool Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Pooling and Servicing Agreement. . . . . . . . . . . . . . . . . . . . . . . 12
Preliminary Title Report . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Prepayment In Full . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Primary Mortgage Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 12
Primary Mortgage Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Prior Month Receipt Period . . . . . . . . . . . . . . . . . . . . . . . . . 12
Property Inspection Report . . . . . . . . . . . . . . . . . . . . . . . . . 12
Prudent Servicing Practices. . . . . . . . . . . . . . . . . . . . . . . . . 13
PUD (Planned Unit Development) . . . . . . . . . . . . . . . . . . . . . . . 13
PUD Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Real Estate Owned (REO). . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Realized Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Reference Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
REMIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

-iv-
<PAGE>

REMIC Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Remittance Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Rents from Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . 14
REO Disposition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Representing Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
S&P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SAIF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Scheduled Principal Balance. . . . . . . . . . . . . . . . . . . . . . . . . 14
Security Instrument. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Servicer Loan Mortgage Number. . . . . . . . . . . . . . . . . . . . . . . . 15
Servicer Mortgage Loan File. . . . . . . . . . . . . . . . . . . . . . . . . 15
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Servicing Fee Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Single Family Property . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Subsidy Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Subsidy Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
T&I Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Threshold Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Title Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Transfer of Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Trust Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Unpaid Principal Balance . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Unscheduled Principal Receipt. . . . . . . . . . . . . . . . . . . . . . . . 16
Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 2

CONSTRUCTION

Section 2.1 Legal Construction . . . . . . . . . . . . . . . . . . . . 18
2.1.1 Compliance with Applicable Law . . . . . . . . . . . . . . 18
2.1.2 Potential Conflict . . . . . . . . . . . . . . . . . . . . 18
2.1.3 Consistent Legal Compliance. . . . . . . . . . . . . . . . 18
2.1.4 General Interpretive Rules . . . . . . . . . . . . . . . . 18
2.1.5 Construction of Provisions . . . . . . . . . . . . . . . . 18

Section 2.2 Servicer Practices . . . . . . . . . . . . . . . . . . . . 18
2.2.1 Prudent Servicing Practices. . . . . . . . . . . . . . . . 19

-v-
<PAGE>

2.2.2 Non-Discrimination Practices . . . . . . . . . . . . . . . 19

Section 2.3 General Provisions . . . . . . . . . . . . . . . . . . . . 19
2.3.1 Servicer's Agreement . . . . . . . . . . . . . . . . . . . 19
2.3.2 Term of Agreement. . . . . . . . . . . . . . . . . . . . . 19
2.3.3 Amended Mortgage Loan Schedule . . . . . . . . . . . . . . 19
2.3.4 Assignment and Replacement . . . . . . . . . . . . . . . . 20
2.3.5 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.3.6 Change of Accountants . . . . . . . . . . . . . . . . . . 21

ARTICLE 3

REMIC COMPLIANCE

Section 3.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.1.1 Applicability. . . . . . . . . . . . . . . . . . . . . . . 22
3.1.2 Modifications of Mortgage Loans. . . . . . . . . . . . . . 22
3.1.3 Indemnification with Respect to Certain Taxes and Loss
of REMIC Status . . . . . . . . . . . . . . . . . . . . . 22

Section 3.2 REO Qualification. . . . . . . . . . . . . . . . . . . . . 23
3.2.1 Foreclosure Property Qualification . . . . . . . . . . . . 23
3.2.2 Foreclosure Property Qualification Restrictions. . . . . . 23
3.2.3 REO Disposition Accounting . . . . . . . . . . . . . . . . 24

Section 3.3 Prohibited Transactions and Activities . . . . . . . . . . 25
3.3.1 Mortgage Loan Disposition Restriction. . . . . . . . . . . 25
3.3.2 Personal Property. . . . . . . . . . . . . . . . . . . . . 25

Section 3.4 Eligible Investments . . . . . . . . . . . . . . . . . . . 25
3.4.1 Custodial Account Investments. . . . . . . . . . . . . . . 25
3.4.2 Escrow Account Investments . . . . . . . . . . . . . . . . 26

ARTICLE 4

SERVICER CONSIDERATIONS

Section 4.1 Servicer Eligibility Standards . . . . . . . . . . . . . . 27
4.1.1 Regulatory Approvals and Licensing . . . . . . . . . . . . 27
4.1.2 Net Worth and Portfolio Requirements . . . . . . . . . . . 27
4.1.3 Auditor's Opinion and Other Annual Reports . . . . . . . . 27
4.1.4 Servicing Experience . . . . . . . . . . . . . . . . . . . 28
4.1.5 Material Changes . . . . . . . . . . . . . . . . . . . . . 29

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Section 4.2 Errors and Omissions Insurance . . . . . . . . . . . . . . 29
4.2.1 E & O Requirement. . . . . . . . . . . . . . . . . . . . . 29
4.2.2 E & O Scope. . . . . . . . . . . . . . . . . . . . . . . . 30
4.2.3 E & O Policy Maintenance . . . . . . . . . . . . . . . . . 30
4.2.4 E & O Deductible . . . . . . . . . . . . . . . . . . . . . 30
4.2.5 E & O Qualifications . . . . . . . . . . . . . . . . . . . 30
4.2.6 Notice of Claim. . . . . . . . . . . . . . . . . . . . . . 30

Section 4.3 Fidelity Bond Coverage . . . . . . . . . . . . . . . . . . 30
4.3.1 Fidelity Bond Requirement. . . . . . . . . . . . . . . . . 30
4.3.2 Fidelity Bond Coverage . . . . . . . . . . . . . . . . . . 30
4.3.3 Fidelity Bond Scope. . . . . . . . . . . . . . . . . . . . 30
4.3.4 Fidelity Bond Maintenance. . . . . . . . . . . . . . . . . 30
4.3.5 Fidelity Bond Deductible . . . . . . . . . . . . . . . . . 31
4.3.6 Fidelity Bond Rating Requirement . . . . . . . . . . . . . 31
4.3.7 Notice of Event. . . . . . . . . . . . . . . . . . . . . . 31

Section 4.4 Servicer's Liability . . . . . . . . . . . . . . . . . . . 31
4.4.1 Liability Exposure . . . . . . . . . . . . . . . . . . . . 31
4.4.2 Scope of Liability . . . . . . . . . . . . . . . . . . . . 31

Section 4.5 Indemnification. . . . . . . . . . . . . . . . . . . . . . 32
4.5.1 Scope of Indemnity . . . . . . . . . . . . . . . . . . . . 32
4.5.2 Survival of Indemnity. . . . . . . . . . . . . . . . . . . 32

Section 4.6 Servicer's Compensation. . . . . . . . . . . . . . . . . . 32
4.6.1 Servicing Fee Amount . . . . . . . . . . . . . . . . . . . 32
4.6.2 Servicing Fee Source . . . . . . . . . . . . . . . . . . . 33

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

Section 5.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.1.1 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.1.2 Survival of Representations and Warranties . . . . . . . . 34
5.1.3 Breach of Representation or Warranty . . . . . . . . . . . 34
5.1.4 Assignment of Representations and Warranties . . . . . . . 34
Section 5.2 Servicer Representations and Warranties. . . . . . . . . . 35
5.2.1 Qualification of Servicer. . . . . . . . . . . . . . . . . 35
5.2.2 Requisite. . . . . . . . . . . . . . . . . . . . . . . . . 35

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5.2.3 No Conflicts . . . . . . . . . . . . . . . . . . . . . . . 35
5.2.4 Enforceable Agreement. . . . . . . . . . . . . . . . . . . 36
5.2.5 No Consents. . . . . . . . . . . . . . . . . . . . . . . . 36
5.2.6 Agency Approval. . . . . . . . . . . . . . . . . . . . . . 36
5.2.7 Financial Condition. . . . . . . . . . . . . . . . . . . . 36
5.2.8 Servicing. . . . . . . . . . . . . . . . . . . . . . . . . 36
5.2.9 No Impairment. . . . . . . . . . . . . . . . . . . . . . . 36
5.2.10 No Inquiries . . . . . . . . . . . . . . . . . . . . . . . 37
5.2.11 Custodial and Escrow Accounts Current. . . . . . . . . . . 37
5.2.12 Insurance Maintenance. . . . . . . . . . . . . . . . . . . 37

ARTICLE 6

CUSTODIAL ACCOUNTING

Section 6.1 In General . . . . . . . . . . . . . . . . . . . . . . . . 38
6.1.1 Custodial Account Establishment. . . . . . . . . . . . . . 38
6.1.2 Custodial Account Separateness . . . . . . . . . . . . . . 38
6.1.3 Custodial Account Maintenance. . . . . . . . . . . . . . . 38
6.1.4 Escrow Investment. . . . . . . . . . . . . . . . . . . . . 40
6.1.5 Clearing Account . . . . . . . . . . . . . . . . . . . . . 40
6.1.6 Custodial Buydown Account. . . . . . . . . . . . . . . . . 41
6.1.7 Certificate Account. . . . . . . . . . . . . . . . . . . . 41
6.1.8 Custodial Subsidy Account. . . . . . . . . . . . . . . . . 41

Section 6.2 Custodial P&I Account. . . . . . . . . . . . . . . . . . . 41
6.2.1 Mandatory Deposits . . . . . . . . . . . . . . . . . . . . 41
6.2.2 Optional Deposits. . . . . . . . . . . . . . . . . . . . . 42
6.2.3 Permissible Withdrawals. . . . . . . . . . . . . . . . . . 42
6.2.4 Account Beneficiary. . . . . . . . . . . . . . . . . . . . 43
6.2.5 Use of Accounts. . . . . . . . . . . . . . . . . . . . . . 43

Section 6.3 Custodial T&I Account. . . . . . . . . . . . . . . . . . . 43
6.3.1 Mandatory Deposits . . . . . . . . . . . . . . . . . . . . 43
6.3.2 Permissible Withdrawals. . . . . . . . . . . . . . . . . . 44
6.3.3 Account Requirements . . . . . . . . . . . . . . . . . . . 44
6.3.4 Account Balance. . . . . . . . . . . . . . . . . . . . . . 44

Section 6.4 Eligible Account Investments . . . . . . . . . . . . . . . 44
6.4.1 Eligible Investments Permitted . . . . . . . . . . . . . . 44
6.4.2 Eligible Investment Restrictions . . . . . . . . . . . . . 45
6.4.3 Eligible Investment Income . . . . . . . . . . . . . . . . 45

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6.4.4 Eligible Investment Losses . . . . . . . . . . . . . . . . 45
6.4.5 Eligible Investments Reports . . . . . . . . . . . . . . . 45

ARTICLE 7

MORTGAGE LOAN ACCOUNTING

Section 7.1 In General . . . . . . . . . . . . . . . . . . . . . . . . 46
7.1.1 Mortgage Loan Accounting Practices . . . . . . . . . . . . 46
7.1. Record Keeping . . . . . . . . . . . . . . . . . . . . . . 46
7.1.3 Record Review. . . . . . . . . . . . . . . . . . . . . . . 46

Section 7.2 Mortgage Loan Records. . . . . . . . . . . . . . . . . . . 46
7.2.1 Account Records. . . . . . . . . . . . . . . . . . . . . . 46
7.2.2 Account Record Information . . . . . . . . . . . . . . . . 46
7.2.3 Accounting Practice. . . . . . . . . . . . . . . . . . . . 47
7.2.4 Access to Certain Documentation and Information Regarding
the Mortgage Loans . . . . . . . . . . . . . . . . . . . 47

Section 7.3 Accounting Procedures. . . . . . . . . . . . . . . . . . . 47
7.3.1 Principal and Interest Computation . . . . . . . . . . . . 47
7.3.2 Amortization Requirement . . . . . . . . . . . . . . . . . 48
7.3.3 Negative Amortization. . . . . . . . . . . . . . . . . . . 48
7.3.4 Interest Calculations. . . . . . . . . . . . . . . . . . . 48
7.3.5 Buydown Loans. . . . . . . . . . . . . . . . . . . . . . . 49

Section 7.4 Application Procedure. . . . . . . . . . . . . . . . . . . 49
7.4.1 Application Priority . . . . . . . . . . . . . . . . . . . 49
7.4.2 Reapplication of Prior Payments. . . . . . . . . . . . . . 49
7.4.3 Advance Payments . . . . . . . . . . . . . . . . . . . . . 49

Section 7.5 Curtailments . . . . . . . . . . . . . . . . . . . . . . . 49
7.5.1 Curtailment Amount . . . . . . . . . . . . . . . . . . . . 49
7.5.2 Curtailment Application. . . . . . . . . . . . . . . . . . 50
7.5.3 Effect of Curtailment. . . . . . . . . . . . . . . . . . . 50
7.5.4 Curtailment Transmission . . . . . . . . . . . . . . . . . 50

Section 7.6 Liquidations . . . . . . . . . . . . . . . . . . . . . . . 50
7.6.1 Month End Interest . . . . . . . . . . . . . . . . . . . . 50
7.6.2 Liquidation Reports. . . . . . . . . . . . . . . . . . . . 50
7.6.3 Deposit of Funds . . . . . . . . . . . . . . . . . . . . . 50
7.6.4 Document Request . . . . . . . . . . . . . . . . . . . . . 51

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Section 7.7 Realized Losses. . . . . . . . . . . . . . . . . . . . . . 51
7.7.1 Liquidation Realized Loss Determination. . . . . . . . . . 51
7.7.2 Bankruptcy Realized Loss Determination . . . . . . . . . . 52
7.7.3 Reporting Requirement. . . . . . . . . . . . . . . . . . . 52
7.7.4 Servicer's Liability . . . . . . . . . . . . . . . . . . . 52

ARTICLE 8

ARM LOANS

Section 8.1 ARM Loan Servicing . . . . . . . . . . . . . . . . . . . . 53
8.1.1 In General . . . . . . . . . . . . . . . . . . . . . . . . 53
8.1.2 Servicer's Liability . . . . . . . . . . . . . . . . . . . 53
8.1.3 Adjustment Reports . . . . . . . . . . . . . . . . . . . . 53
8.1.4 Substitute Index . . . . . . . . . . . . . . . . . . . . . 53

Section 8.2 Notice of Periodic Adjustment. . . . . . . . . . . . . . . 54
8.2.1 Notice Requirement . . . . . . . . . . . . . . . . . . . . 54
8.2.2 Notice Contents. . . . . . . . . . . . . . . . . . . . . . 54

Section 8.3 ARM Loan Conversion. . . . . . . . . . . . . . . . . . . . 54
8.3.1 Servicer's Determination . . . . . . . . . . . . . . . . . 54
8.3.2 Conversion Notification. . . . . . . . . . . . . . . . . . 54
8.3.3 Purchase by Servicer . . . . . . . . . . . . . . . . . . . 54

ARTICLE 9

MORTGAGE LOAN FILES

Section 9.1 Owner Mortgage Loan Files. . . . . . . . . . . . . . . . . 55
9.1.1 Owner Mortgage Loan File Requirements. . . . . . . . . . . 55
9.1.2 Custodian. . . . . . . . . . . . . . . . . . . . . . . . . 57
9.1.3 Release of Documents from Owner Mortgage Loan File . . . . 58
9.1.4 Execution by Trustee . . . . . . . . . . . . . . . . . . . 58
9.1.5 Representing Party Officers' Certificate . . . . . . . . . 59
9.1.6 Custodial Fees . . . . . . . . . . . . . . . . . . . . . . 59

Section 9.2 Servicer Mortgage Loan Files . . . . . . . . . . . . . . . 59
9.2.1 Servicer Mortgage Loan File Requirements . . . . . . . . . 59
9.2.2 Servicer Mortgage Loan File Access . . . . . . . . . . . . 60
9.2.3 Alternate Media. . . . . . . . . . . . . . . . . . . . . . 61

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Section 9.3 Requisite Form . . . . . . . . . . . . . . . . . . . . . . 62
9.3.1 Form of Endorsements . . . . . . . . . . . . . . . . . . . 62
9.3.2 Form of Assignment . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 10

ESCROWS

Section 10.1 Escrow Criteria. . . . . . . . . . . . . . . . . . . . . . 63
10.1.1 Escrow Requirement . . . . . . . . . . . . . . . . . . . . 63
10.1.2 Mortgage Loans without Escrow. . . . . . . . . . . . . . . 63

Section 10.2 Payment of Escrow Items. . . . . . . . . . . . . . . . . . 63
10.2.1 Escrow Payment Obligation. . . . . . . . . . . . . . . . . 63
10.2.2 Escrow Item Payments . . . . . . . . . . . . . . . . . . . 63
10.2.3 Escrow Fund Insufficiency. . . . . . . . . . . . . . . . . 63
10.2.4 Nonpayment Notice. . . . . . . . . . . . . . . . . . . . . 64

Section 10.3 Escrow Fund Determination. . . . . . . . . . . . . . . . . 64
10.3.1 Escrow Funds Analysis. . . . . . . . . . . . . . . . . . . 64
10.3.2 Escrow Fund Surplus. . . . . . . . . . . . . . . . . . . . 64
10.3.3 Escrow Fund Deficiency . . . . . . . . . . . . . . . . . . 64

Section 10.4 Records. . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.4.1 Escrow Funds Records . . . . . . . . . . . . . . . . . . . 64
10.4.2 Escrow Obligations Records . . . . . . . . . . . . . . . . 64

Section 10.5 Escrow Waiver. . . . . . . . . . . . . . . . . . . . . . . 64
10.5.1 Waiver Conditions. . . . . . . . . . . . . . . . . . . . . 64
10.5.2 Waiver Rescission. . . . . . . . . . . . . . . . . . . . . 65

ARTICLE 11

COLLECTION AND SERVICING PRACTICES

Section 11.1 General Servicing Requirements . . . . . . . . . . . . . . 66
11.1.1 Servicing Practices. . . . . . . . . . . . . . . . . . . . 66
11.1.2 Tax Returns and Other Reports. . . . . . . . . . . . . . . 66
11.1.3 Servicer Internal Controls . . . . . . . . . . . . . . . . 66
11.1.4 Pool Insurance Compliance. . . . . . . . . . . . . . . . . 66
11.1.5 Primary Mortgage Insurance Compliance. . . . . . . . . . . 66

Section 11.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . 67

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11.2.1 Permissible Delegations. . . . . . . . . . . . . . . . . . 67
11.2.2 Delegee's Qualifications . . . . . . . . . . . . . . . . . 68
11.2.3 Responsibility for Costs . . . . . . . . . . . . . . . . . 68
11.2.4 Servicer's Liability . . . . . . . . . . . . . . . . . . . 68

Section 11.3 Due-on-Sale Clause Enforcement . . . . . . . . . . . . . . 68
11.3.1 Enforcement Requirement. . . . . . . . . . . . . . . . . . 68
11.3.2 Litigation Considerations. . . . . . . . . . . . . . . . . 68
11.3.3 Approval Requirement . . . . . . . . . . . . . . . . . . . 69
11.3.4 Exempt Transactions. . . . . . . . . . . . . . . . . . . . 69

Section 11.4 Assumptions. . . . . . . . . . . . . . . . . . . . . . . . 71
11.4.1 Assumption Requirements. . . . . . . . . . . . . . . . . . 71
11.4.2 Approval and Release . . . . . . . . . . . . . . . . . . . 72
11.4.3 Notification of Assumption . . . . . . . . . . . . . . . . 72
11.4.4 Assumption Fees. . . . . . . . . . . . . . . . . . . . . . 72
11.4.5 Disclosure Requirement . . . . . . . . . . . . . . . . . . 72

Section 11.5 Partial Releases and Easements . . . . . . . . . . . . . . 72
11.5.1 Prerequisites. . . . . . . . . . . . . . . . . . . . . . . 72
11.5.2 Release or Modification of Lien. . . . . . . . . . . . . . 73
11.5.3 Master Servicer's Approval . . . . . . . . . . . . . . . . 73

Section 11.6 Recordation of Assignments . . . . . . . . . . . . . . . . 73
11.6.1 Recordation Requirement. . . . . . . . . . . . . . . . . . 73
11.6.2 Extension of Recording Period. . . . . . . . . . . . . . . 74
11.6.3 Delivery Requirement . . . . . . . . . . . . . . . . . . . 74
11.6.4 Waiver of Recordation. . . . . . . . . . . . . . . . . . . 74

Section 11.7 General Servicing Considerations . . . . . . . . . . . . . 74
11.7.1 Abandonment. . . . . . . . . . . . . . . . . . . . . . . . 74
11.7.2 Buydown Funds. . . . . . . . . . . . . . . . . . . . . . . 75
11.7.3 Notification Matters . . . . . . . . . . . . . . . . . . . 75
11.7.4 Eminent Domain . . . . . . . . . . . . . . . . . . . . . . 75
11.7.5 Late Charges . . . . . . . . . . . . . . . . . . . . . . . 76

Section 11.8 Borrower Bankruptcy. . . . . . . . . . . . . . . . . . . . 76
11.8.1 Servicer's Duty. . . . . . . . . . . . . . . . . . . . . . 76
11.8.2 Responsibility for Costs . . . . . . . . . . . . . . . . . 76
11.8.3 Challenge Bankruptcy Reductions. . . . . . . . . . . . . . 76
11.8.4 Bankruptcy Adjustments . . . . . . . . . . . . . . . . . . 76
11.8.5 Bankruptcy Plan Surveillance . . . . . . . . . . . . . . . 76

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ARTICLE 12

DELINQUENCY MANAGEMENT

Section 12.1 In General . . . . . . . . . . . . . . . . . . . . . . . . 77
12.1.1 Servicing Practices. . . . . . . . . . . . . . . . . . . . 77
12.1.2 Servicer's Capabilities. . . . . . . . . . . . . . . . . . 77
12.1.3 Servicing Objectives . . . . . . . . . . . . . . . . . . . 77
12.1.4 Servicer's Expenses. . . . . . . . . . . . . . . . . . . . 77

Section 12.2 Delinquency Servicing Procedures . . . . . . . . . . . . . 78
12.2.1 Late Notice. . . . . . . . . . . . . . . . . . . . . . . . 78
12.2.2 Telephonic Inquiry . . . . . . . . . . . . . . . . . . . . 78
12.2.3 Notice of Default. . . . . . . . . . . . . . . . . . . . . 78
12.2.4 Borrower Interview . . . . . . . . . . . . . . . . . . . . 78
12.2.5 Continuing Contacts. . . . . . . . . . . . . . . . . . . . 78
12.2.6 Property Inspection. . . . . . . . . . . . . . . . . . . . 78

Section 12.3 Relief of Borrowers. . . . . . . . . . . . . . . . . . . . 78
12.3.1 Servicer's Role. . . . . . . . . . . . . . . . . . . . . . 79
12.3.2 Servicer's Discretion. . . . . . . . . . . . . . . . . . . 79
12.3.3 Relief Requirement . . . . . . . . . . . . . . . . . . . . 79
12.3.4 Primary Mortgage Insurance Considerations. . . . . . . . . 79
12.3.5 Responsibility for Costs . . . . . . . . . . . . . . . . . 79
12.3.6 Forbearance Plan . . . . . . . . . . . . . . . . . . . . . 79
12.3.7 Accommodation Limitations. . . . . . . . . . . . . . . . . 80
12.3.8 Pool Insurance Considerations. . . . . . . . . . . . . . . 80

Section 12.4 Special Delinquency Servicing Considerations . . . . . . . 80
12.4.1 Advance Responsibility During Delinquency. . . . . . . . . 80
12.4.2 Primary Mortgage Insurance Compliance. . . . . . . . . . . 81
12.4.3 Pool Insurance Compliance. . . . . . . . . . . . . . . . . 81

ARTICLE 13

FORECLOSURE ADMINISTRATION

Section 13.1 Foreclosure Prerequisites. . . . . . . . . . . . . . . . . 82
13.1.1 Foreclosure/Alternative to Foreclosure Initiation. . . . . 82
13.1.2 Foreclosure Expenses . . . . . . . . . . . . . . . . . . . 82

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13.1.3 Hazardous Wastes . . . . . . . . . . . . . . . . . . . . . 83

Section 13.2 Deed-in-Lieu of Foreclosure. . . . . . . . . . . . . . . . 83
13.2.1 Conditions . . . . . . . . . . . . . . . . . . . . . . . . 83
13.2.2 Subsequent Actions . . . . . . . . . . . . . . . . . . . . 84

Section 13.3 Actions Prior to Foreclosure . . . . . . . . . . . . . . . 84
13.3.1 Notice Requirements. . . . . . . . . . . . . . . . . . . . 84
13.3.2 Initiation of Proceedings. . . . . . . . . . . . . . . . . 85
13.3.3 Short Sale of Defaulted Mortgage Loans in Lieu of
Foreclosure. . . . . . . . . . . . . . . . . . . . . . . 85

Section 13.4 Foreclosure Procedures . . . . . . . . . . . . . . . . . . 85
13.4.1 Foreclosure Expenses . . . . . . . . . . . . . . . . . . . 85
13.4.2 Bidding Instructions . . . . . . . . . . . . . . . . . . . 85
13.4.3 Buydown Funds Use. . . . . . . . . . . . . . . . . . . . . 86
13.4.4 Servicer's Responsibilities. . . . . . . . . . . . . . . . 86
13.4.5 Conveyance Documents . . . . . . . . . . . . . . . . . . . 86

Section 13.5 Mortgage Loan Reinstatement. . . . . . . . . . . . . . . . 87
13.5.1 Borrower's Full Payment. . . . . . . . . . . . . . . . . . 87
13.5.2 Borrower's Partial Payment . . . . . . . . . . . . . . . . 87
13.5.3 Obligations upon Reinstatement . . . . . . . . . . . . . . 87
13.5.4 Certain Assumptions Permitted. . . . . . . . . . . . . . . 87

ARTICLE 14

REO ADMINISTRATION

Section 14.1 General Provisions . . . . . . . . . . . . . . . . . . . . 88
14.1.1 REO Action Plan. . . . . . . . . . . . . . . . . . . . . . 88

Section 14.2 REO Servicing. . . . . . . . . . . . . . . . . . . . . . . 88
14.2.1 REO Servicing Requirements . . . . . . . . . . . . . . . . 88
14.2.2 Servicer's Responsibilities. . . . . . . . . . . . . . . . 88
14.2.3 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 89

Section 14.3 REO Records and Reports. . . . . . . . . . . . . . . . . . 89
14.3.1 Records Retention. . . . . . . . . . . . . . . . . . . . . 89
14.3.2 Evidence of Title. . . . . . . . . . . . . . . . . . . . . 89
14.3.3 REO Expenses . . . . . . . . . . . . . . . . . . . . . . . 90
14.3.4 REO Documents. . . . . . . . . . . . . . . . . . . . . . . 90

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Section 14.4 REO Marketing. . . . . . . . . . . . . . . . . . . . . . . 90
14.4.1 REO Marketing Efforts. . . . . . . . . . . . . . . . . . . 90
14.4.2 REO Sales. . . . . . . . . . . . . . . . . . . . . . . . . 91
14.4.3 Primary Mortgage Insurance Considerations. . . . . . . . . 91
14.4.4 Master Servicer Instructions . . . . . . . . . . . . . . . 91
14.4.5 Pool Insurance Considerations. . . . . . . . . . . . . . . 91

Section 14.5 REO Rehabilitation . . . . . . . . . . . . . . . . . . . . 91
14.5.1 REO Rehabilitation Requirement . . . . . . . . . . . . . . 91
14.5.2 Master Servicer Approval . . . . . . . . . . . . . . . . . 92
14.5.3 Written Contractor Bids. . . . . . . . . . . . . . . . . . 92
14.5.4 Primary Mortgage Insurance Considerations. . . . . . . . . 92

Section 14.6 REO Administration Failure . . . . . . . . . . . . . . . . 92
14.6.1 Servicer Removal . . . . . . . . . . . . . . . . . . . . . 92
14.6.2 Servicer's Continuing Obligations. . . . . . . . . . . . . 93
14.6.3 Servicer's Duty to Compensate. . . . . . . . . . . . . . . 93

ARTICLE 15

INSURANCE

Section 15.1 General Provisions . . . . . . . . . . . . . . . . . . . . 94
15.1.1 Insurance Requirements . . . . . . . . . . . . . . . . . . 94
15.1.2 Uninsured Losses . . . . . . . . . . . . . . . . . . . . . 94
15.1.3 Servicer's Obligation to Maintain Insurance. . . . . . . . 95
15.1.4 Insurance Notices. . . . . . . . . . . . . . . . . . . . . 95
15.1.5 Default by Insurer . . . . . . . . . . . . . . . . . . . . 95
15.1.6 Insurance Carrier Rating . . . . . . . . . . . . . . . . . 95
15.1.7 Insurance Carrier Licenses . . . . . . . . . . . . . . . . 95
15.1.8 Risk Exposure. . . . . . . . . . . . . . . . . . . . . . . 96
15.1.9 Evidence of Insurance. . . . . . . . . . . . . . . . . . . 96

Section 15.2 Primary Mortgage Insurance . . . . . . . . . . . . . . . . 97
15.2.1 Primary Mortgage Insurance Requirement. . . . . . . . . . . 97
15.2.2 Primary Mortgage Insurance Coverage. . . . . . . . . . . . 97
15.2.3 Primary Mortgage Insurer Downgrading . . . . . . . . . . . 97
15.2.4 Primary Mortgage Insurance Cancellation. . . . . . . . . . 97
15.2.5 Primary Mortgage Insurance Claims. . . . . . . . . . . . . 98

Section 15.3 Hazard Insurance . . . . . . . . . . . . . . . . . . . . . 98
15.3.1 Hazard Insurance Requirement . . . . . . . . . . . . . . . 98

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15.3.2 Hazard Insurance Coverage. . . . . . . . . . . . . . . . . 98
15.3.3 Hazard Insurance Deductible. . . . . . . . . . . . . . . . 99
15.3.4 Hazard Insurance Vacancy Coverage. . . . . . . . . . . . . 99
15.3.5 Hazard Insurance Mortgagee Provisions. . . . . . . . . . . 99

Section 15.4 Flood Insurance. . . . . . . . . . . . . . . . . . . . . . 99
15.4.1 Flood Insurance Requirement. . . . . . . . . . . . . . . . 99
15.4.2 Flood Insurance Coverage . . . . . . . . . . . . . . . . . 99
15.4.3 Flood Insurance Deductible . . . . . . . . . . . . . . . . 99

Section 15.5 Title Insurance. . . . . . . . . . . . . . . . . . . . . .100
15.5.1 Servicer's Obligations . . . . . . . . . . . . . . . . . .100
15.5.2 Policy Custody . . . . . . . . . . . . . . . . . . . . . .100
15.5.3 Title Insurance Claims . . . . . . . . . . . . . . . . . .100

Section 15.6 Insurance Loss Settlements . . . . . . . . . . . . . . . .100
15.6.1 Settlement Approval. . . . . . . . . . . . . . . . . . . .100
15.6.2 Settlement Disbursements . . . . . . . . . . . . . . . . .100
15.6.3 Settlement Funds . . . . . . . . . . . . . . . . . . . . .101
15.6.4 Settlement Notice. . . . . . . . . . . . . . . . . . . . .102
15.6.5 Continuing Coverage. . . . . . . . . . . . . . . . . . . .102
15.6.6 Property Inspections . . . . . . . . . . . . . . . . . . .102

ARTICLE 16

CONDOMINIUM AND PUD INSURANCE

Section 16.1 General Provisions . . . . . . . . . . . . . . . . . . . .103
16.1.1 Applicability. . . . . . . . . . . . . . . . . . . . . . .103
16.1.2 Premiums . . . . . . . . . . . . . . . . . . . . . . . . .103
16.1.3 Deductible Reserves. . . . . . . . . . . . . . . . . . . .103
16.1.4 Name of Insured. . . . . . . . . . . . . . . . . . . . . .103
16.1.5 Mortgagee Clause . . . . . . . . . . . . . . . . . . . . .103
16.1.6 Reconstruction Coverage. . . . . . . . . . . . . . . . . .103

Section 16.2 Common Area Multiple Peril Insurance . . . . . . . . . . .103
16.2.1 Common Area Multiple Peril Insurance Requirement . . . . .104
16.2.2 Common Area Multiple Peril Insurance Coverage. . . . . . .104
16.2.3 Common Area Multiple Peril Insurance Deductible. . . . . .104
16.2.4 Boiler and Machinery Coverage. . . . . . . . . . . . . . .104
Section 16.3 Blanket Hazard Insurance . . . . . . . . . . . . . . . . .104

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16.3.1 Blanket Hazard Insurance Requirement . . . . . . . . . . .104
16.3.2 Blanket Hazard Insurance Coverage. . . . . . . . . . . . .105
16.3.3 Blanket Hazard Insurance Deductible. . . . . . . . . . . .105

Section 16.4 Common Area Comprehensive General Liability (CGL)
Insurance. . . . . . . . . . . . . . . . . . . . . . . .105
16.4.1 Common Area CGL Insurance Requirement. . . . . . . . . . .105
16.4.2 Common Area CGL Insurance Coverage . . . . . . . . . . . .105

Section 16.5 Owners' Association Fidelity Insurance . . . . . . . . . .105
16.5.1 Owners' Association Fidelity Insurance Requirement . . . .105
16.5.2 Owners' Association Fidelity Insurance Coverage. . . . . .105

Section 16.6 Blanket Flood Insurance. . . . . . . . . . . . . . . . . .106
16.6.1 Blanket Flood Insurance Requirement. . . . . . . . . . . .106
16.6.2 Blanket Flood Insurance Coverage . . . . . . . . . . . . .106
16.6.3 Blanket Flood Insurance Deductible . . . . . . . . . . . .106

ARTICLE 17

ADVANCES

Section 17.1 Principal and Interest Advances. . . . . . . . . . . . . .107
17.1.1 P&I Advance Requirement. . . . . . . . . . . . . . . . . .107
17.1.2 P&I Advance Limitation . . . . . . . . . . . . . . . . . .107
17.1.3 P&I Advance Recovery . . . . . . . . . . . . . . . . . . .107
17.1.4 Advance During Bankruptcy and Foreclosure. . . . . . . . .107

Section 17.2 Foreclosure Advances . . . . . . . . . . . . . . . . . . .108
17.2. Foreclosure Advance Requirement. . . . . . . . . . . . . .108
17.2.2 Foreclosure Advance Limitation . . . . . . . . . . . . . .108
17.2.3 Foreclosure Advance Recovery . . . . . . . . . . . . . . .108
17.2.4 Foreclosure Advance Records. . . . . . . . . . . . . . . .108

Section 17.3 Tax & Insurance Advances . . . . . . . . . . . . . . . . .108
17.3.1 T&I Advance Requirement. . . . . . . . . . . . . . . . . .108
17.3.2 T&I Advance Recovery . . . . . . . . . . . . . . . . . . .109
17.3.3 T&I Advance Limitation . . . . . . . . . . . . . . . . . .109
17.3.4 Advance During Bankruptcy and Foreclosure. . . . . . . . .109

Section 17.4 Non-Recoverable Advances . . . . . . . . . . . . . . . . .109
17.4.1 Ordinary Recovery. . . . . . . . . . . . . . . . . . . . .109
17.4.2 Final Recovery . . . . . . . . . . . . . . . . . . . . . .109

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17.4.3 Non-Recoverable Advance Determination. . . . . . . . . . .109

Section 17.5 Failure to Advance . . . . . . . . . . . . . . . . . . . .110
17.5.1 Grounds for Termination. . . . . . . . . . . . . . . . . .110
17.5.2 Servicer Reimbursement . . . . . . . . . . . . . . . . . .110

Section 17.6 Rehabilitation Advance . . . . . . . . . . . . . . . . . .110
17.6.1 Rehabilitation Advance Requirement . . . . . . . . . . . .110
17.6.2 Rehabilitation Advance Limitation. . . . . . . . . . . . .110
17.6.3 Rehabilitation Advance Recovery. . . . . . . . . . . . . .110

ARTICLE 18

REPORTING REQUIREMENTS

Section 18.1 Monthly Accounting Reports . . . . . . . . . . . . . . . .112
18.1.1 Monthly Accounting Report Requirement. . . . . . . . . . .112
18.1.2 Monthly Accounting Report Elements . . . . . . . . . . . .112
18.1.3 Automated Reports. . . . . . . . . . . . . . . . . . . . .112
18.1.4 Electronic Reporting . . . . . . . . . . . . . . . . . . .112
18.1.5 Machine Readable Records . . . . . . . . . . . . . . . . .113

Section 18.2 Account Reconciliations. . . . . . . . . . . . . . . . . .113
18.2.1 Reconciliation Preparation . . . . . . . . . . . . . . . .113
18.2.2 Account Records. . . . . . . . . . . . . . . . . . . . . .113

Section 18.3 Monthly Remittance Requirements. . . . . . . . . . . . . .113
18.3.1 Remittance of Funds. . . . . . . . . . . . . . . . . . . .113
18.3.2 Servicer Compensation. . . . . . . . . . . . . . . . . . .114

ARTICLE 19

TRANSFERS AND TERMINATION OF SERVICING

Section 19.1 Transfer of Servicing. . . . . . . . . . . . . . . . . . .115
19.1.1 Transfer Prohibition . . . . . . . . . . . . . . . . . . .115
19.1.2 Transfer Request . . . . . . . . . . . . . . . . . . . . .115
19.1.3 Servicer Liability . . . . . . . . . . . . . . . . . . . .115
19.1.4 Master Servicer's Determination. . . . . . . . . . . . . .115

Section 19.2 Termination of Servicing . . . . . . . . . . . . . . . . .115
19.2.1 Grounds for Termination. . . . . . . . . . . . . . . . . .115
19.2.2 Trustee Notification . . . . . . . . . . . . . . . . . . .116

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19.2.3 Servicer Termination . . . . . . . . . . . . . . . . . . .117
19.2.4 Consequences of Termination. . . . . . . . . . . . . . . .117
19.2.5 Effect of Termination. . . . . . . . . . . . . . . . . . .117
19.2.6 Custodial Account Threshold Reduction. . . . . . . . . . .117

ARTICLE 20

MISCELLANEOUS PROVISIONS

Section 20.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . .118
20.1.1 Unilateral Authority . . . . . . . . . . . . . . . . . . .118
20.1.2 Consensual Amendment . . . . . . . . . . . . . . . . . . .118
20.1.3 Trustee Notification . . . . . . . . . . . . . . . . . . .118
20.1.4 Trustee Disapproval. . . . . . . . . . . . . . . . . . . .118

Section 20.2 General Construction . . . . . . . . . . . . . . . . . . .119
20.2.1 Binding Nature . . . . . . . . . . . . . . . . . . . . . .119
20.2.2 Entire Agreement . . . . . . . . . . . . . . . . . . . . .119
20.2.3 Governing Law. . . . . . . . . . . . . . . . . . . . . . .119
20.2.4 Indulgences Not Waivers. . . . . . . . . . . . . . . . . .119
20.2.5 Titles Not to Affect Interpretation. . . . . . . . . . . .119
20.2.6 Provisions Severable . . . . . . . . . . . . . . . . . . .119
20.2.7 Servicer an Independent Contractor . . . . . . . . . . . .119
20.2.8 Third Party Beneficiary. . . . . . . . . . . . . . . . . .120
20.2.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . .120

SCHEDULE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122

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This Servicing Agreement, made as of this __th day of ________, 199_ (the
"Agreement"), between Norwest Mortgage, Inc., a California corporation (the
"Servicer") and Norwest Bank Minnesota, National Association, a national banking
association, (the "Master Servicer"), recites and provides as follows:

RECITALS

WHEREAS, the Servicer is engaged in the business of servicing residential
mortgage loans and the Servicer desires to be retained to service the Mortgage
Loans identified on Schedule I hereto subject to and in accordance with the
terms of this Agreement; and

WHEREAS, the Servicer will service the Mortgage Loans identified on
Schedule I hereto as Group I Mortgage Loans from its mortgage loan servicing
facilities in locations other than Frederick, Maryland and will service the
Mortgage Loans identified on Schedule I hereto as Group II Mortgage Loans from
its mortgage loan servicing facilities located in Frederick, Maryland; and

WHEREAS, the Master Servicer, acting pursuant to the Pooling and Servicing
Agreement related to the Norwest Structured Assets, Inc., Mortgage Asset-Backed
Pass-Through Certificates, Series 199 - , will supervise, monitor and oversee
the performance of the Servicer under this Agreement.

NOW THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Servicer and the Master Servicer agree as follows:

ARTICLE 1

DEFINITIONS

ACH: Automated Clearing House.

ADJUSTED TANGIBLE NET WORTH: As of the date of determination thereof,
the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent (1%) of
the amount of Servicer's servicing portfolio, as determined by the Master
Servicer in the Master Servicer's reasonable discretion.

ADVANCE: Any payment made with respect to a Mortgage Loan or the
related Mortgaged Property by the Servicer from its own funds made in the nature
of an advance pursuant to the provisions of this Agreement.
<PAGE>

AFFILIATE: Any person or entity controlling, controlled by or under
common control with a specified entity. The term "control" means the power to
direct the management and policies of a person or entity, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise. "controlling" and "controlled" shall have meanings correlative to
the foregoing.

AMOUNTS HELD FOR FUTURE DISTRIBUTION: As to any Remittance Date,
amounts on account of (i) all Unscheduled Principal Receipts received after the
last day of the Applicable Unscheduled Principal Receipt Period ending in the
month of such Remittance Date and all related payments of interest on such
principal prepayments and amounts received from the Servicer or a Representing
Party in the month of such Remittance Date as the Purchase Price for any
repurchased Mortgage Loan and (ii) payments which represent early receipt of
scheduled payments of principal and interest due on a date or dates subsequent
to the related Due Date.

APPLICABLE UNSCHEDULED PRINCIPAL RECEIPT PERIOD: With respect to the
Group I Mortgage Loans and both Full Unscheduled Principal Receipts and Partial
Unscheduled Principal Receipts, the Prior Month Receipt Period. With respect to
the Group II Mortgage Loans and both Full Unscheduled Principal Receipts and
Partial Unscheduled Principal Receipts, the Mid-Month Receipt Period.

APPRAISAL REPORT: A report setting forth the fair market value of a
Mortgaged Property as determined by an appraiser who, at the time the appraisal
was conducted, met the minimum qualifications of FNMA and FHLMC for appraisers
of conventional residential mortgage loans.

ARM LOAN: A Mortgage Loan, if any, the Mortgage Interest Rate of
which is subject to periodic adjustment in accordance with the terms of the
related Mortgage Note.

ASSIGNMENT: The document which transfers all the rights of the
secured party pursuant to a Security Instrument to a transferee for valid
consideration.

ASSUMPTION: The process whereby, on sale or transfer of a legal or
beneficial interest in a Mortgaged Property, the new owner of such Mortgaged
Property becomes legally obligated under the terms of the related existing
Security Instrument, Mortgage Note and any addenda and riders to such Security
Instrument or Mortgage Note. Subsequent to the Assumption, the new owner of the
property shall be deemed to be the Borrower under the related Mortgage Loan
Documents.

BALLOON AMOUNT: The remaining principal balance to be paid at
maturity of a Balloon Loan by the related Borrower pursuant to the terms of the
related Mortgage Note.

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BALLOON LOAN: A Mortgage Loan, if any, which amortizes its principal
payments over a period which is longer than the stated maturity of such Mortgage
Loan pursuant to the terms of the related Mortgage Note so as to require the
payment of the Balloon Amount at maturity in order to retire the Mortgage Loan.

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

BIF: The Bank Insurance Fund.

BORROWER: The individual obligated to repay a Mortgage Loan. (The
Borrower may be the beneficiary or beneficiaries of an Illinois land trust when
the Mortgaged Property is located in Illinois.)

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 Maryland, State of Minnesota
or State of Iowa or (iii) a day on which banking institutions in the City of New
York, or the State of Maryland, State of Minnesota or State of Iowa are
authorized or obligated by law or executive order to be closed.

BUYDOWN AGREEMENT: An agreement governing the application of Buydown
Funds with respect to a Mortgage Loan.

BUYDOWN FUNDS: Money advanced by a builder, seller or other
interested party to reduce a Borrower's Monthly Payment during the initial years
of a Mortgage Loan.

CERTIFICATE ACCOUNT: A segregated custodial account established by
the Master Servicer into which the Servicer shall remit funds from the related
Custodial P&I Account.

CONDOMINIUM PROJECT: Real estate including the separate ownership in
fee, or on a satisfactory leasehold estate, of a particular residential unit
with an indivisible interest in the real estate designated for common ownership
strictly by unit owners.

CONDOMINIUM UNIT: A Single Family Property within a Condominium
Project.

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CONVERTED MORTGAGE LOAN: An ARM Loan with respect to which the
Borrower has complied with the applicable requirements of the related Mortgage
Note to convert the related Mortgage Interest Rate to a fixed rate of interest,
and the Servicer has processed such conversion.

CO-OP SHARES: Shares issued by private non-profit housing
corporations.

CURRENT VALUE: The appraised value of the related Mortgaged Property
from an Appraisal Report conducted within six (6) months of the use of such
value under this Agreement.

CURTAILMENT: A partial prepayment by the Borrower of principal on a
Mortgage Loan that otherwise is current, which prepayment is not accompanied by
an amount representing the full amount of scheduled interest due on the related
Mortgage Loan.

CUSTODIAL BUYDOWN ACCOUNT: An account maintained by the Servicer
specifically to hold all Buydown Funds to be applied to individual Mortgage
Loans.

CUSTODIAL PRINCIPAL AND INTEREST (P&I) ACCOUNT: An account
maintained by the Servicer, specifically for the collection of principal and
interest, Insurance Proceeds, Liquidation Proceeds and other amounts received
with respect to Mortgage Loans.

CUSTODIAL SUBSIDY ACCOUNT: An account maintained by the Servicer
specifically to hold all Subsidy Funds to be applied to individual Mortgage
Loans.

CUSTODIAL TAXES AND INSURANCE (T&I) ACCOUNT: An account maintained
by the Servicer, specifically for the payment of real estate tax assessments and
insurance premiums in respect of Mortgaged Property related to Mortgage Loans.

CUSTODIAN: Initially, either the Trustee or, if applicable, the Trust
Administrator, as specified in the Pooling and Servicing Agreement, and
thereafter the custodian, if any, hereafter appointed by the Trustee or, if
applicable, the Trust Administrator pursuant to Section 8.13 of the Pooling and
Servicing Agreement.

CUT-OFF DATE: As specified in Section 11.02 of the Pooling and
Servicing Agreement.

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DEFICIENT VALUATION: With respect to any Mortgage Loan the related
Mortgaged Property of which is involved in a bankruptcy proceeding, the
reduction by the bankruptcy court of the Unpaid Principal Balance of the
Mortgage Note.

DELINQUENCY/DELINQUENT: A Delinquency with respect to a Mortgage
Loan occurs, or a Mortgage Loan is Delinquent when all or part of a Borrower's
Monthly Payment or, where applicable, an Escrow Item is paid after the
applicable Due Date. For reporting purposes, a Delinquency that remains uncured
for 30 days or more, but less than 60 days, is considered a 30-day Delinquency.
A Delinquency that has been uncured for more than 60 days, but less than 90
days, is considered a 60-day Delinquency. A Delinquency that has been uncured
for 90 days or more is considered a 90-day Delinquency. The foregoing shall be
determined based on an assumption of a year comprised of twelve 30-day months.

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

DIRECTLY OPERATE: With respect to any REO, the direct or indirect
furnishing or rendering of services to the tenants thereof, management or
operation of such REO, the holding of such REO primarily for sale to customers,
performance of any construction work thereon or any use of such REO in a trade
or business, in each case other than with the approval of the Master Servicer;
provided, however, that the Servicer shall not be considered to Directly Operate
an REO solely because it establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to
repairs or capital expenditures with respect to such REO.

DUE DATE: With respect to a Mortgage Loan, the day of each month on
which a Monthly Payment and, where applicable, any Escrow Funds payment is due
as stated in the related Mortgage Note. The Due Date for all Mortgage Loans
shall be the first day of each month.

DUE-ON-SALE CLAUSE: The clause in a Security Instrument requiring
the payment of the Unpaid Principal Balance of the related Mortgage Loan upon
the sale of, or the transfer of an interest in, the related Mortgaged Property.

ELIGIBLE ACCOUNT: As defined in the Pooling and Servicing Agreement.

ELIGIBLE CUSTODIAL P&I ACCOUNT: As defined in Section 6.1.2.

ELIGIBLE INVESTMENTS: As defined in the Pooling and Servicing
Agreement.

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ERRORS AND OMISSIONS POLICY: An insurance policy naming the Trustee,
its successors and assigns as loss payees relative to losses caused by errors or
omissions of the Servicer and its personnel, including, but not limited to
losses caused by the failure to pay insurance premiums or taxes, to record or
perfect liens, to effect valid transfers of Mortgage Notes, or to properly
service Mortgage Loans.

ESCROW FUNDS: All funds collected with respect to a Mortgage Loan by
the Servicer to cover related Escrow Items according to the provisions of this
Agreement.

ESCROW ITEM: An expense required to be paid by a Borrower under the
related Security Instrument including, without limitation, taxes, special
assessments, ground rents, water, sewer and other governmental impositions or
charges that are or may become liens on the related Mortgaged Property prior to
that of the related Security Instrument, as well as Hazard Insurance, Flood
Insurance and Primary Mortgage Insurance premiums.

FDIC: Federal Deposit Insurance Corporation and its successors.

FHA: The Federal Housing Administration and its successors.

FHLMC: Federal Home Loan Mortgage Corporation and its successors.

FIDELITY BOND: An insurance policy naming the Trustee, its
successors and assigns as loss payees relative to losses caused by improper or
unlawful acts of the Servicer's personnel.

FINAL TITLE CONDITION REPORT. A title condition report issued by
American Land Title Company, Inc., a wholly-owned subsidiary of the Servicer,
evidencing that according to the records of the county in which the Mortgaged
Property is located, the Security Instrument is a valid first lien on the
related Mortgaged Property subject only to permitted encumbrances.

FLOOD INSURANCE: An insurance policy insuring against flood damage
to a Mortgaged Property, where required.

FNMA: Federal National Mortgage Association and its successors.

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<PAGE>

GNMA: Government National Mortgage Association and its successors.

GPM (OR GPARM) LOAN: A fixed rate Mortgage Loan or ARM Loan, if any,
that provides during a portion of its term that the interest portion of the
Monthly Payment on such Mortgage Loan shall be less than the full amount of
interest due on such Mortgage Loan based on the related Mortgage Interest Rate.

GROSS MARGIN: With respect to each ARM Loan, the fixed percentage
specified in the related Mortgage Note that is added to the applicable Index on
each Interest Adjustment Date to determine the new Mortgage Interest Rate for
such ARM Loan.

GROUP I MORTGAGE LOANS: The Mortgage Loans identified on Schedule I
as Group I Mortgage Loans.

GROUP II MORTGAGE LOANS: The Mortgage Loans identified on Schedule I
as Group II Mortgage Loans.

HAZARD INSURANCE: A fire and casualty extended coverage insurance
policy insuring against loss or damage from fire and other perils covered within
the scope of standard extended hazard coverage naming the Servicer, its
successors and assigns, as a mortgagee under a standard mortgagee clause,
together with all riders and endorsements thereto.

HUD: The United States Department of Housing and Urban Development
and its successors.

INDEX: With respect to each ARM Loan, the applicable index specified
in the related Mortgage Note that is added to the related Gross Margin on each
Interest Adjustment Date to determine the new Mortgage Interest Rate for such
ARM Loan.

INSURANCE POLICY: Any insurance policy for a Mortgage Loan required
hereunder, including, without limitation, Primary Mortgage Insurance, Hazard
Insurance, Flood Insurance, Pool Insurance and Title Insurance policies.

INSURANCE PROCEEDS: Proceeds from an Insurance Policy, other than
such proceeds which are applied by the Borrower or held to be applied by the
Borrower to the restoration of the related Mortgaged Property.

INTEREST ADJUSTMENT DATE: With respect to each ARM Loan, the date on
which the related Mortgage Interest Rate changes in accordance with the terms of
such Mortgage

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<PAGE>

Note, the first of which is set forth in such Mortgage Note and on the
respective Mortgage Loan Schedule.

LIQUIDATION: Application of full payment to a Mortgage Loan which
results in the release of the lien of the related Security Instrument on any
related Mortgaged Property, whether through foreclosure and sale of the related
REO, condemnation, prepayment in full or otherwise, or the realization of all
sums from the final disposition of the related REO.

LIQUIDATION PROCEEDS: The amount received by the Servicer which
ultimately relate to the Liquidation of a Mortgage Loan.

LOAN ORIGINATOR: The entity that closes a Mortgage Loan in its own
name.

LOAN-TO-VALUE (LTV): The ratio that results when the Unpaid
Principal Balance of a Mortgage Loan is divided by the Value of the related
Mortgaged Property.

MASTER SERVICER: Norwest Bank Minnesota, National Association, or
any successors or assigns.

MASTER SERVICER LOAN NUMBER: A unique number assigned by the Master
Servicer to each Mortgage Loan set forth in Schedule I.

MAXIMUM LIFETIME MORTGAGE INTEREST RATE: With respect to each ARM
(or GPARM) Loan, the interest rate set forth in the related Mortgage Note as the
maximum Mortgage Interest Rate thereunder.

MAXIMUM NEGATIVE AMORTIZATION AMOUNT: With respect to any Mortgage
Loan that provides for negative amortization, the maximum principal balance
which is permitted under the terms of the related Mortgage Note.
MID-MONTH RECEIPT PERIOD: With respect to each Remittance Date, the
one month period beginning on the Determination Date occurring in the calendar
month preceding the month in which such Remittance Date occurs and ending on the
day preceding the Determination Date immediately preceding such Remittance Date.

MINIMUM LIFETIME MORTGAGE INTEREST RATE: With respect to each ARM
Loan, the interest rate set forth in the related Mortgage Note as the minimum
Mortgage Interest Rate thereunder, if any.

MONTH END INTEREST: In the event that any Prepayments in Full of any
Mortgage Loans are received by the Servicer after the Applicable Unscheduled
Principal

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Receipt Period in the month in which such prepayments occurred, the lesser of
(i) the aggregate of the difference for each such Mortgage Loan between the
interest payment that would have been paid on such Mortgage Loan that was
prepaid through the last day of the month in which such prepayment occurred and
the interest payment actually received by the Servicer on such Mortgage Loan
that was prepaid and (ii) the product of 1/12th of _____% and the aggregate of
the Scheduled Principal Balance of all the Mortgage Loans serviced hereunder.

MONTH END INTEREST SHORTFALL: The excess of the amount described in
clause (i) of the definition of Month End Interest over the amount described in
clause (ii) of the definition thereof.

MONTHLY ACCOUNTING REPORTS: The reports due from the Servicer on a
monthly basis (in the case of Group I Mortgage Loans, due no later than the
tenth calender day of the month, or the preceding Business Day if the tenth day
is not a Business Day and, in the case of Group II Mortgage Loans, due no later
than the 18th calendar day of the month, or the preceding Business Day if the
18th day is not a Business Day) relative to all Mortgage Loans serviced by the
Servicer, which reports are required to be submitted to the Master Servicer.

MONTHLY PAYMENT: With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest due in the applicable month under the
terms of the related Mortgage Note.

MONTHLY REMITTANCE: The Servicer's aggregate payment due each month
to the Certificate Account as specified in Section 18.3.1.

MORTGAGE INTEREST RATE: The interest rate payable by the Borrower on
a Mortgage Loan according to the terms of the Mortgage Note which, in the case
of ARM Loans, may be adjusted periodically as provided in such Mortgage Note.

MORTGAGE LOAN: A mortgage loan identified on Schedule I. "Mortgage
Loan" includes all of the Trustee's right, title and interest in and to such
Mortgage Loan, including, without limitation, the related Mortgage Loan
Documents and all other material and information collected by the Servicer in
connection with the Mortgage Loan including Monthly Payments, Liquidation
Proceeds, Insurance Proceeds and all other rights, benefits and proceeds arising
from or in connection with such Mortgage Loan.

MORTGAGE LOAN DOCUMENTS: With respect to a Mortgage Loan, the
original related Mortgage Note with applicable addenda and riders, the original
related Security Instrument and the originals of any required addenda and
riders, the original related Assignment and any original intervening related
Assignments, the original related Title

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Insurance policy, related Primary Mortgage Insurance policy, if any, and the
related Appraisal Report made at the time such Mortgage Loan was originated, and
all other documents described in Article 9 hereof.

MORTGAGE NOTE: A manually executed written instrument evidencing the
related Borrower's promise to repay a stated sum of money, plus interest, to the
related Loan Originator by a specific date according to a schedule of monthly
principal and interest payments.

MORTGAGE NOTE ASSUMPTION RIDER: A rider attached to a Mortgage Note
which states the terms upon which an Assumption may occur, including, but not
limited to, consent in writing by the insurer under any Primary Mortgage
Insurance Policy with respect to the related Mortgage Loan.

MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES: The specific series
of Norwest Structured Assets, Inc. mortgage-backed certificates specified on
page 1 of this Agreement.

MORTGAGED PROPERTY: Land, improvements thereon and other property
subject to the lien of a Security Instrument, which may include Co-op Shares or
residential long-term leases, securing repayment of the debt evidenced by the
related Mortgage Note.

MORTGAGEE: The secured party to which a Security Instrument
initially grants a lien on the related Mortgaged Property.

NET MORTGAGE INTEREST RATE: With respect to a Mortgage Loan, the
difference between (a) the Mortgage Interest Rate on such Mortgage Loan and (b)
the Servicing Fee Percentage.

NON-RECOVERABLE ADVANCE: Any amount previously advanced by the
Servicer with respect to a Mortgage Loan which the Servicer has determined,
pursuant to the terms of this Agreement, not to be recoverable from Insurance
Proceeds, Liquidation Proceeds or other payments with respect to such Mortgage
Loan.

NOTICE OF PERIODIC ADJUSTMENT: With respect to each ARM Loan, a
notice provided to the Borrower of any changes or adjustments to the related
Mortgage Interest Rate or the related Monthly Payment.

OFFICER: An officer of a corporation or a principal of a
partnership, who is authorized to execute documents on behalf of his corporation
or partnership, respectively.

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OPINION OF COUNSEL: A written opinion of counsel, reasonably
acceptable in form and substance to the Master Servicer, and who may be in-house
or outside counsel to the Servicer but which must be Independent outside counsel
with respect to any such opinion of counsel concerning the taxation, or status
for tax purposes, of the Trustee.

OWNER MORTGAGE LOAN FILE: With respect to each Mortgage Loan, a file
maintained by the Trustee or the Custodian for such Mortgage Loan, which file
contains the documents specified in Section 9.1 hereof, as well as any other
documents that come into the Custodian's possession with respect to such
Mortgage Loan.

P&I ADVANCE: An advance by the Servicer of any principal and interest
payments not timely paid by the related Borrower (other than with respect to a
Balloon Loan, any amounts of principal payments in respect of Balloon Amounts)
to ensure that there are sufficient funds to cover the Monthly Remittance on
each Remittance Date.

PARTIAL LIQUIDATION PROCEEDS: As to any Remittance Date, Liquidation
Proceeds received by the Servicer on a Mortgage Loan during the related Partial
Liquidation Receipt Period other than those Liquidation Proceeds received during
such Partial Liquidation Receipt Period which result from the complete and final
Liquidation of such Mortgage Loan.

PARTIAL LIQUIDATION RECEIPT PERIOD: As to any Remittance Date, the
period from and including the Determination Date occurring in the month
preceding the month of such Remittance Date (or, in the case of the first
Remittance Date, from and including the Cut-off Date) to but not including the
Determination Date occurring in the month of such Remittance Date.
PARTIAL UNSCHEDULED PRINCIPAL RECEIPT: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.

PAYMENT ADJUSTMENT DATE: With respect to each ARM Loan, the date on
which the Borrower's Monthly Payment changes in accordance with the terms of the
related Mortgage Note.

PERIODIC PAYMENT CAP: With respect to an ARM Loan, the limit on the
percentage increase that may be made on the related Monthly Payment on any
Payment Adjustment Date, as set forth in the related Mortgage Note.

PERIODIC RATE CAP: With respect to an ARM Loan, the limit, expressed
as incremental percentage points, on the increase or decrease that may be made
to the related Mortgage Interest Rate on any Interest Adjustment Date from such
Mortgage Interest Rate immediately prior to such Interest Adjustment Date, as
set forth in the related Mortgage Note.

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PERSON: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust or unincorporated organization.

POOL INSURANCE: An insurance policy insuring against certain credit
risk losses on certain Mortgage Loans up to a certain amount.

POOL INSURER: With respect to any Mortgage Loan, the insurer under
the Pool Insurance policy relating to such Mortgage Loan.

POOLING AND SERVICING AGREEMENT: The pooling and servicing agreement
among Norwest Structured Assets, Inc., as seller, Norwest Bank Minnesota,
National Association, as master servicer, the Trustee, and, if applicable, the
Trust Administrator, relating to the issuance of the Mortgage Asset-Backed Pass-
Through Certificates.

PRELIMINARY TITLE REPORT: A report issued by a title insurance
company in anticipation of issuing a Title Insurance policy which evidences
existing liens and gives a preliminary opinion as to the absence of any
encumbrance on title to a Mortgaged Property, except liens to be removed on or
before purchase or refinance, as the case may be, by the Borrower and Permitted
Encumbrances.

PREPAYMENT IN FULL: With respect to any Mortgage Loan, any payment by
the Borrower in the amount of the outstanding principal balance of such 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.

PRIMARY MORTGAGE INSURANCE: Insurance obtained from a Primary
Mortgage Insurer which insures the holder of a Mortgage Note against loss in the
event the related Borrower defaults under such Mortgage Note or the related
Security Instrument, including all riders and endorsements thereto.

PRIMARY MORTGAGE INSURER: With respect to any Mortgage Loan, the
insurer under the Primary Mortgage Insurance policy relating to such Mortgage
Loan.

PRIOR MONTH RECEIPT PERIOD: With respect to each Remittance Date, the
calendar month preceding the month in which such Remittance Date occurs.

PROPERTY INSPECTION REPORT: A report, submitted by the Servicer to
the Master Servicer, describing the related Mortgaged Property.

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PRUDENT SERVICING PRACTICES: Such practices observed generally by
servicers in discharging their servicing obligations in a prudent manner in
accordance with industry standards for mortgage loans similar to the Mortgage
Loans.

PUD (PLANNED UNIT DEVELOPMENT): A parcel of real estate that
contains property and improvements owned and maintained by a homeowners'
association, corporation or trust for the enjoyment and use of individual PUD
Unit owners within that parcel of land. The shared portions of the parcel are
known as common property.

PUD UNIT: A single family residential property within a PUD.

PURCHASE PRICE: With respect to any Mortgage Loan required to be
purchased by the Servicer pursuant to Section 5.1.3 or Section 8.3.3 hereof, an
amount equal to (a) the Unpaid Principal Balance of the Mortgage Loan, plus (b)
accrued interest thereon at the Mortgage Interest Rate through the last day of
the month in which the purchase occurs, and, if the Servicer is the entity
paying the Purchase Price, minus (c) any unreimbursed advances of principal and
interest made by the Servicer on such Mortgage Loan and any outstanding
Servicing Fee owed with respect to such Mortgage Loan. Further, in connection
with any such purchase of a Mortgage Loan as a result of a breach of a
representation or warranty under this Agreement, the Servicer shall provide the
Trustee with an indemnity, in form and substance satisfactory to the Master
Servicer, against additional costs, expenses and taxes arising out of the
repurchase. With respect to any Mortgage Loan purchased or repurchased from the
Trustee pursuant to an agreement other than this Agreement, the purchase price
specified in such other agreement.

REAL ESTATE OWNED (REO): Any Mortgaged Property the title to which
is acquired on behalf of the Trustee through foreclosure, deed-in-lieu of
foreclosure, abandonment or reclamation from bankruptcy in connection with a
defaulted Mortgage Loan.

REALIZED LOSS: As to any defaulted Mortgage Loan, any loss realized
by the Trustee of such Mortgage Loan as calculated pursuant to Section 7.7
hereof.

REFERENCE BANK: Norwest Bank Minnesota, National Association or if
such entity is no longer lending money or no longer quoting a prime rate, such
other entity as the Master Servicer may specify by written notice to the
Servicer.

REMIC: The segregated pool or pools of assets designated as one or
more real estate mortgage investment conduits, within the meaning of the REMIC
Provisions, pursuant to the Pooling and Servicing Agreement.

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REMIC PROVISIONS: The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of the Code, and related provisions, and regulations and
rulings promulgated thereunder, as the foregoing may be in effect from time to
time and including any proposed legislation or regulations which, as proposed,
would have an effective date prior to enactment thereof.

REMITTANCE DATE: The 24th day of each month (or the preceding
Business Day if the 24th day is not a Business Day). Each month, the Servicer
must transfer all required funds from the Custodial P&I Account to the
Certificate Account on or before the Remittance Date.

RENTS FROM REAL PROPERTY: With respect to any REO, gross income of
the character described in Section 856(d) of the Code (generally, rent for the
use of real property, the amount of which is not dependent, in whole or in part,
upon the income or profit of any person, including certain payments for certain
services and personal property incidental to and customarily provided in
connection with the rental of such real property.)

REO DISPOSITION: The receipt by the Servicer of Liquidation Proceeds
and other payments and recoveries (including proceeds of a final sale) from the
sale or other disposition of the REO.

REPRESENTING PARTY: A Person that has transferred Mortgage Loans,
directly or through one or more intermediaries, to the Trustee pursuant to an
agreement for the sale of Mortgage Loans pursuant to which a Representing Party
has made representations and warranties with respect to certain Mortgage Loans,
and under which the Trustee, its successors and assigns has recourse against
such Representing Party for any breach thereunder with respect to such Mortgage
Loans.

SAIF: The Savings Association Insurance Fund.

SCHEDULED PRINCIPAL BALANCE: With respect to each Mortgage Loan (or
related REO), the principal balance of such Mortgage Loan as of the applicable
Due Date calculated by taking into account the application of any Monthly
Payments due on or before such Due Date (whether or not such Monthly Payments
were received from the Borrower), and Curtailments, Insurance Proceeds or
Liquidation Proceeds, and Realized Losses received or realized by the Servicer
prior to such Due Date.

SECURITY INSTRUMENT: A written instrument creating a valid first
lien on a Mortgaged Property. A Security Instrument may be in the form of a
mortgage, deed of trust, deed to secure debt or security deed, including any
riders and addenda thereto.

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SERVICER: Norwest Mortgage, Inc., the entity that has entered into
this Agreement with the Master Servicer and any successors or assigns of
Norwest Mortgage, Inc..

SERVICER LOAN MORTGAGE NUMBER: A unique number assigned by the
Servicer to a Mortgage Loan.

SERVICER MORTGAGE LOAN FILE: A file maintained by the Servicer for
each Mortgage Loan that contains the documents specified in Section 9.2 hereof,
as well as any other documents that come into the Servicer's possession with
respect to a Mortgage Loan.

SERVICING FEE: For each Mortgage Loan, the compensation due the
Servicer in an amount equal to the product of (i) one-twelfth of the Servicing
Fee Percentage and (ii) the Scheduled Principal Balance of the Mortgage Loan as
of the immediately preceding Due Date (without taking into account any payment
of principal due on such Due Date).

SERVICING FEE PERCENTAGE: With respect to each Mortgage Loan, the
percentage specified on Schedule I hereto.

SINGLE FAMILY PROPERTY: A one-unit residential property.

SUBSIDY FUNDS: Funds contributed by the employer of a Borrower in
order to reduce the payments required from the Borrower for a specified period
in specified amounts.

SUBSIDY LOAN: A Mortgage Loan, if any, subject to a temporary
interest subsidy agreement pursuant to which the monthly interest payments made
by the related Borrower 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 Borrower.

TANGIBLE NET WORTH: As of the date of determination thereof, the par
value (or value stated on the Servicer's books) of the capital stock of all
classes of the Servicer, plus, or minus in the case of a deficiency, the amount
of paid in capital and retained earnings of the Servicer, all determined in
accordance with generally accepted accounting principles as are then in effect.
The Master Servicer may exclude assets that are unacceptable, in the Master
Servicer's reasonable discretion, from the determination of the Servicer's
Tangible Net Worth.

T&I ADVANCE: An advance by the Servicer of any taxes and insurance
premiums due with respect to any Mortgage Loan.

THRESHOLD AMOUNT: With respect to any Custodial P&I Account, (i)
$100,000 or, in the case of any Eligible Custodial P&I Account, the aggregate
amount on deposit therein

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(I.E., an unlimited amount); or (ii) after any notice has been given pursuant to
Section 19.2.6, the amount specified in such notice.

TITLE INSURANCE: An American Land Title Association (ALTA) mortgage
loan title policy form 1970, or other form of Title Insurance Policy acceptable
to FNMA or FHLMC, including all riders and endorsements thereto, insuring that
the Security Instrument constitutes a valid first lien on the related Mortgaged
Property subject only to permitted encumbrances.

TRANSFER OF OWNERSHIP: Includes, but is not limited to, the
conveyance of a Mortgaged Property, whether legal or equitable, voluntary or
involuntary, by any of the following methods:

(a) outright sale;
(b) deed;
(c) installment sale contract;
(d) land contract;
(e) contract for deed;
(f) leasehold interest with the term greater than three years;
(g) lease with option to purchase;
(h) land trust; or
(i) any other conveyance of an interest in real property, including
those involving secondary financing.

TRUST ADMINISTRATOR: If applicable, the trust administrator specified
in the Pooling and Servicing Agreement, its successors and assigns.

TRUSTEE: The trustee specified in the Pooling and Servicing
Agreement, its successors and assigns.

UNPAID PRINCIPAL BALANCE: With respect to any Mortgage Loan, the
outstanding principal balance payable by the Borrower under the terms of the
Mortgage Note.

UNSCHEDULED PRINCIPAL RECEIPT: Any Mortgagor payment or other recovery
of principal 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, including, without limitation, prepayments
of principal (whether full or partial), Liquidation Proceeds, Partial
Liquidation Proceeds, Insurance Proceeds, proceeds of REO Dispositions 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

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with the terms of the Mortgage Loan Documents or Prudent Servicing Practices and
excluding any proceeds of a repurchase of a Mortgage Loan by the Servicer or a
Representing Party.

VALUE: The lesser of the appraised value or sales price of the
related Mortgaged Property at the time the Mortgage Loan is closed. For a
refinanced Mortgage Loan, the Value of the related Mortgaged Property is its
appraised value at the time the refinanced Mortgage Loan is closed.

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ARTICLE 2

CONSTRUCTION

Section 2.1 LEGAL CONSTRUCTION

2.1.1 COMPLIANCE WITH APPLICABLE LAW. The obligations of the Servicer
pursuant to this Agreement shall at all times be performed in compliance
with all applicable laws.

2.1.2 POTENTIAL CONFLICT. If any obligation of the Servicer pursuant
to this Agreement shall give rise to a potential conflict with applicable
law, such obligation shall be construed so as to (a) comply with all
applicable laws and (b) effectuate with respect to such obligations, to the
fullest extent permitted by law, the intention of the parties hereto as
expressed in this Agreement.

2.1.3 CONSISTENT LEGAL COMPLIANCE. The fact that certain provisions of
this Agreement contain language which expressly requires compliance with
all applicable laws, shall not give rise to an implication that other
provisions, which do not expressly include such language, operate in
derogation of the requirement for such legal compliance.

2.1.4 GENERAL INTERPRETIVE RULES. For purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise
requires, (i) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the
other gender; (ii) reference herein to "Article", "Section", "Clause", and
other subdivisions, and to "Exhibits", without reference to a document, are
to designated Articles, Sections, Clauses and other subdivisions of, and to
Exhibits to, this Agreement; (iii) reference to a Clause without further
reference to a Section is a reference to such Clause as contained in the
same Section in which the reference appears, and this rule shall also apply
to other subdivisions; (iv) "including" means "including but not limited
to"; and (v) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision.

2.1.5 CONSTRUCTION OF PROVISIONS. Although certain provisions of this
Agreement contain express language which precludes the Servicer's recovery
of, or reimbursement for, expenses incurred hereunder, no inference to the
contrary shall be drawn from absence of such, or similar, language in any
other provision hereof regarding expenses.

Section 2.2 SERVICER PRACTICES

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2.2.1 PRUDENT SERVICING PRACTICES. Where not inconsistent with the
provisions of this Agreement, the Servicer shall at all times perform its
obligations hereunder in accordance with Prudent Servicing Practices, which
shall not be less exacting than the Servicer employs and exercises in
servicing and administering mortgage loans for its own account, or for the
account of FNMA or FHLMC, including exploring alternatives to foreclosure
to mitigate Realized Losses.

2.2.2 NON-DISCRIMINATION PRACTICES. The Servicer shall at all times
perform its obligations under this Agreement so as to (a) treat Borrowers
on the basis of their individual merits and (b) not discriminate against
Borrowers on the basis of their race, creed or national origin.

Section 2.3 GENERAL PROVISIONS

2.3.1 SERVICER'S AGREEMENT. The Servicer agrees with the Master
Servicer to service the Mortgage Loans in accordance with the provisions of
this Agreement and, to the extent of any instructions of the Master
Servicer that are given, such instructions and, subject to the provisions
hereof and without any further instruction by the Master Servicer except as
shall be expressly provided for herein, shall have full power and authority
to do all things necessary in connection therewith.

2.3.2 TERM OF AGREEMENT. Except as otherwise provided herein, the
duties, responsibilities and obligations to be performed and carried out by
the Servicer under this Agreement shall commence upon the execution of this
Agreement and shall continue until (a) each Mortgage Loan is (i) liquidated
or (ii) otherwise paid in full, (b) all payments related thereto are
remitted in accordance with this Agreement, and (c) all obligations
hereunder related thereto are discharged.

2.3.3 AMENDED MORTGAGE LOAN SCHEDULE. From time to time as additional
Mortgage Loans are transferred to be serviced hereunder by the Servicer,
Schedule I shall be amended by the Master Servicer to include the new
Mortgage Loans. Due to defects in documentation and for other reasons,
certain Mortgage Loans referred to in the Mortgage Loan Schedule may be
deleted and other Mortgage Loans may be added. The Servicer hereby agrees
to any such addition and/or deletion of any Mortgage Loans and, in the
event any Mortgage Loans are added and/or deleted from the Mortgage Loan
Schedule, the Servicer authorizes the Master Servicer to amend and attach
hereto a corrected Mortgage Loan Schedule, as Schedule I, reflecting only
those Mortgage Loans that are serviced hereunder. The Master Servicer
shall provide the Servicer with the corrected and updated Mortgage Loan
Schedule.

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2.3.4 ASSIGNMENT AND REPLACEMENT. The Servicer acknowledges and agrees
that in the event that the Master Servicer resigns as Master Servicer under
this Agreement, any successor master servicer has the right to assume the
Master Servicer's rights and obligations and to enforce the Servicer's
obligations under this Agreement.

2.3.5 NOTICES. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received upon actual receipt of
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:

(a) if to the Master Servicer:

Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044 - 3562
Attention: Director of Master Servicing

(b) if to the Servicer:

Norwest Mortgage, Inc.
405 Southwest 5th Street
Des Moines, Iowa 50309
Attention: Senior Vice President, Servicing

[CUSTODIAN]
[STREET ADDRESS]
[ADDRESS]
ATTENTION:

(d) if to the Trustee:

[TRUSTEE]
[STREET ADDRESS]
[ADDRESS]
ATTENTION:

Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.

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2.3.6 CHANGE OF ACCOUNTANTS. During the term of this Agreement, the
Servicer shall not change, or make any substitution of, its certified
public accountants except upon written notice to the Master Servicer given
30 days prior to such change or substitution.

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ARTICLE 3

REMIC COMPLIANCE

Section 3.1 GENERAL

3.1.1 APPLICABILITY. The provisions of this Article 3 apply to all the
Mortgage Loans or Mortgaged Property unless the Mortgage Loan has not been
transferred (or been identified for a future transfer) to an entity with
respect to which an election to be characterized as a REMIC has been (or is
expected to be) made.

3.1.2 MODIFICATIONS OF MORTGAGE. With the prior written consent of the
Master Servicer, the Servicer may modify the terms of a Mortgage Loan which
is in default or a Mortgage Loan as to which default is reasonably
foreseeable; PROVIDED, however, that (i) such modification may not reduce
the amount of principal owed under the related Mortgage Note or permanently
reduce the Mortgage Interest Rate for such Mortgage Loan and (ii) the
Servicer and the Master Servicer have determined that such modification is
likely to increase the proceeds of such Mortgage Loan over the amount
expected to be collected pursuant to foreclosure. Notwithstanding anything
to the contrary in this Agreement, the Servicer shall not permit any
modification of any material term of a Mortgage Loan (including the
Mortgage Interest Rate, the principal balance, the amortization schedule,
or any other term affecting the amount or timing of payments on the
Mortgage Loan) where such modification is not the result of a default or as
to which default is reasonably foreseeable under the Mortgage Loan unless
the Master Servicer has consented thereto and the Servicer has received an
Opinion of Counsel or a ruling from the Internal Revenue Service (at the
expense of the Servicer or the party making the request of the Servicer 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 or a disposition of the modified Mortgage Loan and that such
modification is permitted under the REMIC Provisions.

3.1.3 INDEMNIFICATION WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC
STATUS. In the event that the REMIC fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or contribution subject to taxation under the REMIC
Provisions due to the negligent performance by the Servicer of its duties
and obligations set forth herein, the Servicer shall indemnify the Trustee,
the Trust Administrator (if applicable), the Master Servicer and the
holders of the related Certificates against any and all losses, claims,
damages, liabilities or expenses ("REMIC Failure Losses")

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resulting from such negligence; PROVIDED, HOWEVER, that the Servicer shall
not be liable for any such REMIC Failure Losses attributable to the action
or inaction of the Master Servicer or the holders of such Certificates nor
for any such REMIC Failure Losses resulting from misinformation provided by
the Master Servicer on which the Servicer has relied. The foregoing shall
not be deemed to limit or restrict the rights and remedies of the other
holders of the Certificates now or hereafter existing at law or in equity.

Section 3.2 REO QUALIFICATION

3.2.1 FORECLOSURE PROPERTY. Notwithstanding any other provision of
this Agreement, the Servicer, shall not rent, lease, or otherwise earn
income on behalf of the REMIC with respect to any REO which might cause
such REO to fail to qualify as "foreclosure" property within the meaning of
section 860G(a)(8) of the Code (E.G., rent based upon the earnings of the
lessee) or result in the receipt by the REMIC of any "income from non-
permitted assets" within the meaning of section 860F(a)(2) of the Code
(E.G., income attributable to any asset which is not a qualified mortgage,
a cash flow or reserve fund investment, or personal property not incidental
to the REO) or any "net income from foreclosure property" which is subject
to tax under the REMIC Provisions unless the Master Servicer has received
an Opinion of Counsel (at the Servicer's expense) to the effect that, under
the REMIC Provisions and (where appropriate, any relevant proposed
legislation) any income generated for the REMIC by the REO would not result
in the imposition of a tax upon the REMIC. In general, the purpose of this
Section 3.2 and the REMIC Provisions (which this section is intended to
implement) is to ensure that the income earned by the REMIC is passive type
income such as interest on mortgages and passive type rental income on real
property.

3.2.2 FORECLOSURE PROPERTY QUALIFICATION RESTRICTIONS. Without
limiting the generality of the foregoing, the Servicer shall not:

(i) permit the REMIC to enter into, renew or extend any lease
with respect to any REO, if the lease by its terms will give
rise to any income that does not constitute Rents from Real
Property;

(ii) permit any amount to be received or accrued under any lease
other than amounts that will constitute Rents from Real
Property;

(iii) authorize or permit any construction on any REO, other than
the completion of a building or other improvement thereon,
and then only if more than ten percent of the construction
of such building or other improvement was completed before
default on the related Mortgage

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Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or

(iv) Directly Operate or allow any other Person to Directly
Operate, any REO on any date more than 90 days after its
acquisition date, other than through an "independent
contractor," within the meaning of Section 856(e) of the
Code;

unless, in any such case, the Servicer has requested and received an
Opinion of Counsel (at the Servicer's expense) to the effect that such
action will not cause such REO to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code at any time that it is
held by the REMIC, in which case the Servicer may take such actions as are
specified in such Opinion of Counsel.

3.2.3 REO DISPOSITION. Within 30 days following an REO Disposition,
the Servicer shall provide to the Master Servicer a statement of accounting
for the related REO, including without limitation, (i) the loan number of
the related Mortgage Loan, (ii) the date such Mortgaged Property was
acquired in foreclosure or by deed in lieu of foreclosure, (iii) the date
of REO Disposition, (iv) the gross sales price and related selling and
other expenses, (v) accrued interest calculated from the date of
acquisition to the disposition date and (vi) such other information as the
related trustee may reasonably request.

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Section 3.3 PROHIBITED TRANSACTIONS AND ACTIVITIES

3.3.1 MORTGAGE LOAN DISPOSITION RESTRICTION. The Servicer shall not
permit the sale, disposition or substitution for any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of the REMIC, (iii) the
termination of the REMIC in a "qualified liquidation" or "clean-up" call as
defined in Section 860F of the Code or (iv) a substitution of a Qualifying
Substitution Mortgage Loan as permitted under the REMIC Provisions), nor
acquire any assets for the REMIC, after the startup day of the REMIC, nor
sell or dispose of any investments in any of the accounts established by
the Servicer for the REMIC for gain, nor accept any contributions to the
REMIC (other than certain cash contributions permitted by Section 860G(c)
of the Code) unless it has received an Opinion of Counsel (at the expense
of the Person requesting the Servicer to take such action) to the effect
that such disposition, acquisition, substitution, or acceptance will not
(a) affect adversely the status of the REMIC as a REMIC or of the
Certificates, other than the Certificates representing the residual
interest in the REMIC, as the regular interests therein within the meaning
of the REMIC Provisions, (b) affect the distribution of interest or
principal on the Certificates, (c) result in the encumbrance of the assets
transferred or assigned to the REMIC (except pursuant to the provisions of
this Agreement) or (d) cause the REMIC to be subject to a tax on
"prohibited transactions" or "prohibited contributions" pursuant to the
REMIC Provisions.

3.3.2 PERSONAL PROPERTY. The Servicer shall not acquire any personal
property relating to any Mortgage Loan unless either:

(a) such personal property is incident to real property (within
the meaning of Section 856(e)(1) of the Code) so acquired by the
Servicer; or

(b) the Servicer shall have requested and received an Opinion of
Counsel, at the expense of the Servicer, to the effect that the
holding of such personal property by the REMIC will not cause the
imposition of a tax on the REMIC under the REMIC Provisions or
cause the REMIC to fail to qualify as a REMIC at any time that
any Certificate is outstanding.

Section 3.4 ELIGIBLE INVESTMENTS

3.4.1 CUSTODIAL ACCOUNT. Funds in any custodial accounts established
by the Servicer and maintained in respect of the REMIC may be invested and,
if invested, shall be invested in Eligible Investments selected by the
Servicer which shall mature not later than the Business Day immediately
preceding the next Remittance Date, and any such Eligible Investment shall
not be sold or disposed of prior to its maturity. All such

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Eligible Investments shall be made in the name of the REMIC or its nominee.
All income and gain realized from any such investment shall be, as long as
the Servicer is servicing the Mortgage Loans held by the REMIC, for the
benefit of the Servicer as additional compensation 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
relevant account by the Servicer out of its own funds immediately as
realized. The foregoing requirements for deposit in such account are
exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments of interest on funds in such account
and, as long as the Servicer is servicing the Mortgage Loans held by the
REMIC, payments in the nature of prepayment fees, late payment charges,
assumption fees or any similar fees customarily associated with the
servicing mortgage loans paid by any mortgagor need not be deposited by the
Servicer in such account and may be retained by the Servicer as additional
servicing compensation. If the Servicer deposits in such account any
amount not required to be deposited therein, it may at any time withdraw
such amount, any provision herein to the contrary notwithstanding.

3.4.2 ESCROW ACCOUNT. Subject to the terms of the related Mortgage
Notes and Security Instrument, and further subject to applicable law, any
funds in any escrow account shall be invested in Eligible Investments that
mature prior to the date on which payments have to be made out of the
related escrow account and any such Eligible Investment shall not be sold
or disposed of prior to its maturity; provided that, if any loss is
incurred on any such investment, the Servicer shall cover such loss by
making a deposit into the appropriate escrow account out of its own funds
in the amount of such loss. Withdrawals from any escrow account may be
made (to the extent amounts have been escrowed for such purpose and to the
extent permitted by the related Security Interest and Mortgage Note) only
(i) to effect timely payment of Escrow Items in connection with the related
Mortgage Loan, (ii) to reimburse the Master Servicer or Servicer out of
related collections for advances with respect to Escrow Items, (iii) to
refund to any mortgagors any sums determined to be overages, (iv) to pay
interest, if any, owed to mortgagors on such account to the extent required
by law, (v) for application to restoration or repair of the Mortgaged
Property, (vi) to clear and terminate the escrow account on the termination
of this Agreement or (vii) to remove funds placed in such escrow account in
error. The Servicer shall be entitled to all investment income on any
escrow account not required to be paid to mortgagors pursuant to the
preceding sentence.

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ARTICLE 4

SERVICER CONSIDERATIONS

Section 4.1 SERVICER ELIGIBILITY STANDARDS

To service Mortgage Loans under this Agreement the Servicer must satisfy
the eligibility standards set forth in this Section 4.1 initially and at
all times thereafter.

4.1.1 REGULATORY APPROVALS AND LICENSING. The Servicer must be:

(a) FNMA or FHLMC approved and in good standing;

(b) a HUD approved mortgagee in good standing;

(c) in compliance with all applicable capital requirements and
other requirements from time to time specified by any
governmental agency or quasi-governmental authority having
jurisdiction over the Servicer; and

(d) properly licensed to service the Mortgage Loans in all
relevant jurisdictions where such licenses are required.

4.1.2 NET WORTH AND PORTFOLIO REQUIREMENTS.

(a) The Servicer must maintain a Tangible Net Worth of at least
$1,000,000.

(b) The Servicer must maintain an Adjusted Tangible Net Worth of
at least $1,000,000.

4.1.3 AUDITOR'S OPINION AND OTHER ANNUAL REPORTS. The Servicer must
provide the Master Servicer, as part of the application process (except as
to clause (c)) and annually thereafter within 120 days after the close of
the Servicer's fiscal year, with the following reports and opinions:

(a) financial statements for the most recently closed fiscal
year, together with an unqualified opinion thereon of an
independent certified public

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accountant who is a member of the American Institute of
Certified Public Accountants, unless the Master Servicer, in
its reasonable discretion, decides to waive this requirement
regarding qualification;

(b) a statement from the independent certified public accountant
who prepared the above-referenced financial statements for
the Servicer (i) certifying that, on the basis of an
examination of certain documents and records relating to the
mortgage loans being serviced by the Servicer conducted
substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers, the servicing of
such mortgage loans was conducted in compliance with the
provisions of this Agreement or other similar agreements,
except for (a) such exceptions as such firm believes to be
immaterial and (b) such other exceptions as are set forth in
such statement and (ii) including a management assertion
letter signed by an officer of the Servicer; and

(c) a certificate signed by any Officer of the Servicer involved
in, or responsible for, the administration and servicing of
the Mortgage Loans certifying that the Officer signing such
certificate has supervised a review of the activities of the
Servicer during the preceding fiscal year and of the
Servicer's performance during the most recently closed
fiscal year under this Agreement and that to the best of
such officer's knowledge, based on such review, the Servicer
has fulfilled its duties, responsibilities and obligations
under this Agreement throughout such year, or, if there has
been failure by the Servicer to fulfill any duty,
responsibility or obligation under this Agreement,
specifying the nature and status of each such failure.

4.1.4 SERVICING EXPERIENCE. The Servicer shall satisfactorily
demonstrate to the Master Servicer, in the Master Servicer's reasonable
discretion, the following experience:

(a) that it has at least three (3) years of conventional
mortgage loan servicing experience;

(b) that it has a staff knowledgeable in servicing of Mortgage
Loans and the administration of REO; and

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4.1.5 MATERIAL CHANGES. The Servicer shall promptly report to the
Master Servicer any change in its business operations, financial
condition, properties or assets since the date of the latest submitted
financial statements which could have a material adverse effect on the
Servicer's ability to perform its obligations hereunder. Events for which
the Master Servicer must receive notice include, but are not limited to,
the following:

(a) any change in the Servicer's business address and/or
telephone number;

(b) any merger, consolidation, or significant reorganization;

(c) any changes in the Servicer's ownership whether by direct or
indirect means. Indirect means include any change in
ownership of the Servicer's parent;

(d) any change in the Servicer's corporate name;

(e) if the Servicer is a savings and loan association, any
change in the Servicer's charter from federal to state or
vice versa;

(f) any decreases in capital, adverse alteration of debt/equity
ratios, or changes in management ordered or required by a
regulatory authority supervising or licensing the Servicer;

(g) any significant adverse change in the Servicer's financial
position;

(h) entry of any court judgment or regulatory order in which the
Servicer is or may be required to pay a claim or claims
which, in the Master Servicer's reasonable opinion, have a
material adverse effect on the Servicer's financial
condition; and

(i) the Servicer admits to committing, or is found to have
committed, a material, in the Master Servicer's reasonable
opinion, violation of any law, regulation, or order.

Section 4.2 ERRORS AND OMISSIONS INSURANCE

4.2.1 E & O REQUIREMENT. A Servicer must maintain, at all times and at
its own expense, an Errors and Omissions Policy in an amount and with an
insurer acceptable to FNMA or FHLMC.

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4.2.2 E & O SCOPE. The Errors and Omissions Policy must explicitly
insure the Servicer, its successors and assigns, against any losses
resulting from negligence, errors or omissions on the part of officers,
employees or other persons acting on behalf of the Servicer in the
performance of its duties as a Servicer pursuant to this Agreement.

4.2.3 E & O POLICY MAINTENANCE. The Servicer must maintain in effect
the Errors and Omissions Policy at all times and the Errors and Omissions
Policy may not be canceled, permitted to lapse or otherwise terminated
without thirty Business Days' prior written notice by registered mail to
the Master Servicer. Further, the Errors and Omissions Policy must provide
that, or the insurer must state in writing to the Master Servicer that, the
Errors and Omissions Policy shall not be cancelable without the giving of
notice as provided for in the prior sentence.

4.2.4 E & O DEDUCTIBLE. The terms of the Errors and Omissions Policy
must provide for a deductible amount that is acceptable to FNMA or FHLMC.

4.2.5 E & O QUALIFICATIONS. The Errors and Omissions Policy must be
obtained by the Servicer from an insurer which satisfies FNMA or FHLMC
standards in this regard.

4.2.6 NOTICE OF CLAIM. The Servicer must immediately report to the
Master Servicer all claims made against the insurer under the Errors and
Omissions Policy, and shall promptly follow such report with a written
notice to the Master Servicer.

Section 4.3 FIDELITY BOND COVERAGE

4.3.1 FIDELITY BOND REQUIREMENT. A Servicer must maintain, at all
times, at its own expense, a Fidelity Bond in an amount and with an insurer
acceptable to FNMA or FHLMC and having terms that are acceptable to FNMA
or FHLMC.

4.3.2 FIDELITY BOND COVERAGE. The amount of Fidelity Bond coverage
shall be an amount acceptable to FNMA or FHLMC.

4.3.3 FIDELITY BOND SCOPE. The coverage of the Fidelity Bond must
explicitly insure the Servicer, its successors and assigns, against any
losses resulting from dishonest, fraudulent or criminal acts on the part of
Officers, employees or other persons acting on behalf of the Servicer.

4.3.4 FIDELITY BOND MAINTENANCE. The Servicer must maintain in effect
the Fidelity Bond at all times and the Fidelity Bond may not be canceled,
permitted to lapse or

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otherwise terminated without thirty Business Days' prior written notice by
registered mail to the Master Servicer. Further, the Fidelity Bond must
provide that, or the insurer must state in writing to the Master Servicer
that, the Fidelity Bond shall not be cancelable without the giving of
notice as provided for in the prior sentence.

4.3.5 FIDELITY BOND DEDUCTIBLE. The terms of the Fidelity Bond must
provide for a deductible amount that does not exceed FNMA or FHLMC
requirements.

4.3.6 FIDELITY BOND RATING REQUIREMENT. The Fidelity Bond must be
obtained from a company which satisfies FNMA or FHLMC standards in this
regard.

4.3.7 NOTICE OF EVENT. The Servicer must promptly report to the Master
Servicer any and all occurrences against the Fidelity Bond of the Servicer.

Section 4.4 SERVICER'S LIABILITY

4.4.1 LIABILITY EXPOSURE. Any and all losses not covered under the
Fidelity Bond or Errors and Omissions Policy, as a result of (i) the
respective deductible provisions thereof, (ii) the limits of coverage of
the Fidelity Bond or Errors and Omissions Policy or (iii) any claim denied
which should have been covered by the Fidelity Bond or the Errors and
Omissions Policy, as the case may be, according to the terms of this
Agreement had the Fidelity Bond or Errors and Omissions Policy been
properly obtained and maintained and respective claim been properly
submitted for payment, shall be borne by the Servicer, where the Servicer
has acted in a manner in which the Servicer is not relieved from liability
as described in Section 4.4.2 hereof.

4.4.2 SCOPE OF LIABILITY. Neither the Servicer or any subservicer
appointed by it, nor any of their respective partners, directors, officers,
employees or agents, or its delegees pursuant to Section 11.2.1 hereof,
shall be under any liability to the Master Servicer, the Trustee or, if
applicable, the Trust Administrator 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 the Servicer, any subservicer or any of their respective partners,
directors, officers, employees or agents, or its delegees pursuant to
Section 11.2.1 hereof, against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in
the performance of his or its duties or by reason of reckless disregard of
his or its obligations and duties hereunder. The Servicer, any subservicer
and any of their respective partners, directors, officers, employees or
agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good
faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.

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Section 4.5 INDEMNIFICATION

4.5.1 SCOPE OF INDEMNITY. The Servicer hereby agrees to indemnify and
hold harmless (a) the Master Servicer, (b) the Trustee, (c) the Trust
Administrator (if applicable) and (d) the officers, directors, employees,
agents and Affiliates of any of the foregoing (any of the foregoing
hereinafter referred to as the "Indemnified Party"), from and against any
and all claims, losses, damages, liabilities, fines, settlements, awards,
offsets, defenses, counterclaims, actions, penalties, forfeitures, legal
fees, judgments and any other costs, fees and expenses (including, without
limitation, reasonable attorneys' fees and court costs) (any of the
foregoing which satisfy the criteria of this paragraph are collectively
referred to as "Claims"), either directly or indirectly arising out of,
based upon, or relating to (i) a breach by the Servicer, its officers,
directors, employees, or agents, or its delegees pursuant to Section 11.2.1
hereof, of any representation or warranty contained herein, or any failure
to disclose any matter that makes such representation and warranty
misleading or inaccurate, or any inaccuracy in material information
furnished by the Servicer regarding itself, (ii) a breach of any
representation or warranty made by any Indemnified Party in reliance upon
any such representation or warranty, failure to disclose, or inaccuracy in
information furnished by the Servicer regarding itself, (iii) any failure
of the Servicer, its officers, directors, employees, or agents, or its
delegees pursuant to Section 11.2.1 hereof, to perform any of its
obligations under this Agreement in a manner in which the Servicer is not
relieved from liability as described in Section 4.4.2 hereof and (iv) any
acts or omissions of the Servicer, its officers, directors, employees, or
agents, or its delegees pursuant to Section 11.2.1 hereof, in a manner in
which the Servicer is not relieved from liability as described in Section
4.4.2 hereof. Each Indemnified Party shall cooperate with the Servicer in
the defense of such Claims and shall not settle any such Claim without the
prior written consent of the Servicer.

4.5.2 SURVIVAL OF INDEMNITY. This indemnification shall survive
purchase, transfer of any interest in a Mortgage Loan by any indemnified
party, the Liquidation of such Mortgage Loan, termination of the Servicer's
servicing rights with respect to such Mortgage Loan and termination or
expiration of this Agreement between the Servicer and the Master Servicer
and its successors and assigns.

Section 4.6 SERVICER'S COMPENSATION

4.6.1 SERVICING FEE AMOUNT. In consideration of the services rendered
under this Agreement, absent default by the Servicer, the Servicer shall on
each Remittance Date be entitled to a monthly aggregate servicing
compensation (the "Monthly Servicing Compensation") for the preceding month
which shall equal the sum of (a) the Servicing

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Fee payable with respect to each Mortgage Loan serviced during such month
and (b) any interest earnings on each Custodial P&I Account with respect to
such month other than interest earnings thereon which are payable to the
Borrower pursuant to the Security Instrument or applicable law, subject to
any adjustment for Month End Interest as described in Section 7.6.1.
Absent default by the Servicer, the Servicer shall also be entitled to
retain in addition to the Monthly Servicing Compensation any late charges,
prepayment fees, penalty interest, assumption fees, modification fees or
deficiency recovery fees paid by the Borrower or any other customary income
or any payments of interest related to any Prepayment in Full received by
the Servicer prior to the Applicable Unscheduled Receipt Period, which
amounts are not required to be deposited into the Custodial P&I Account.
The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided for
herein.

4.6.2 SERVICING FEE SOURCE. The Servicing Fee for each Mortgage Loan
shall be payable solely from the interest portion of the related Monthly
Payment paid by the Borrower or other payment of interest paid with respect
to the Mortgage Loan, whether from the proceeds of foreclosure or any
judgment, writ of attachment or levy against the Borrower or his assets, or
from funds paid in connection with any prepayment in full or from Insurance
Proceeds or Liquidation Proceeds.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES

Section 5.1 GENERAL

5.1.1 RELIANCE. The Master Servicer relies upon the representations
and warranties contained in this Article 5 hereof, in the acceptance of the
Servicer. The representations and warranties contained herein shall inure
to the benefit of the Master Servicer, the Trustee and, if applicable, the
Trust Administrator.

5.1.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties made herein shall survive termination of this Agreement, and
shall inure to the benefit of the Master Servicer, its respective
successors, Affiliates and assigns and each indemnified party under Section
4.5.1, its respective successors, Affiliates and assigns, in each case,
regardless of any review or investigation made by or on behalf of such
parties with respect to any Mortgage Loan.

5.1.3 BREACH OF REPRESENTATION OR WARRANTY. Upon breach of any
requirement or representation or warranty included in this Agreement
relative to any Mortgage Loan, the Servicer must:

(a) Promptly notify the Master Servicer in writing of the nature
of the breach, the date on which the breach occurred or
began and the Servicer's plans, if any, for curing the
breach;

(b) Effect a cure of the breach within 30 days after its
occurrence or onset and a reasonable extension will be
granted if warranted and necessary to fully cure the breach
but in no event greater than 90 days; and

(c) If no complete cure has been effected within such period in
the Master Servicer's reasonable discretion, purchase any
Mortgage Loan in which the Trustee's interest has been
impaired or which, in the reasonable opinion of the Master
Servicer, has suffered a material impairment of Value;
provided that purchase shall be within five days after
receipt by the Servicer of written notice from the Master
Servicer requesting the Servicer's purchase of the Mortgage
Loan at the Purchase Price.

5.1.4 ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES. The Servicer
agrees that each of the Trustee and, if applicable, Trust Administrator
may, at any time, assign the representations and warranties given by the
Servicer as set forth in this Article 5 which

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it then possesses, in whole or in part, or an undivided interest therein,
to one or more Persons.

Section 5.2 SERVICER REPRESENTATIONS AND WARRANTIES

The Servicer represents and warrants, as of the date of this Agreement and,
except as otherwise provided, throughout the term of this Agreement, that
the statements set forth below in this Section 5.2 are true and accurate.

RELATIVE TO THE SERVICER:

5.2.1 QUALIFICATION OF SERVICER. The Servicer is duly incorporated,
validly existing and in good standing under the laws of the state of its
incorporation and is duly qualified to do business and is in good standing
under the laws of each jurisdiction that requires such qualification
wherein it owns or leases any material properties, or in which it conducts
any material business or in which the performance of its duties under this
Agreement would require such qualification, except where the failure to so
qualify would not have a material adverse effect on (a) the Servicer's
performance of its obligations under this Agreement, (b) the value or
marketability of the Mortgage Loans, or (c) the ability to foreclose on the
related Mortgaged Properties.

5.2.2 REQUISITE. The Servicer has the corporate power and authority to
own its properties and conduct any and all business required or
contemplated by this Agreement and to perform the covenants and obligations
to be performed by it under this Agreement. The Servicer holds all
material licenses, certificates and permits from all governmental
authorities necessary for conducting its business as it is presently
conducted.

5.2.3 NO CONFLICTS. The execution and delivery of this Agreement are
within the corporate power of the Servicer and have been duly authorized by
all necessary actions on the part of the Servicer; neither the execution
and delivery of this Agreement by the Servicer, nor the consummation by the
Servicer of the transactions herein contemplated, nor compliance with the
provisions hereof by the Servicer, will (i) conflict with or result in a
breach of, or constitute a default under, any of the provisions of the
articles of incorporation or bylaws of the Servicer or any law,
governmental rule or regulation, or any judgment, decree or order binding
on the Servicer or any of its properties, or any of the provisions of any
indenture, mortgage, deed of trust, contract or other instrument to which
it is a party or by which it is bound or (ii) result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, deed of trust,
contract or other instrument.

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5.2.4 ENFORCEABLE AGREEMENT. This Agreement, when duly executed and
delivered by the Servicer, will constitute a legal, valid and binding
agreement of the Servicer, enforceable in accordance with its terms,
subject, as to enforcement or remedies, to applicable bankruptcy,
reorganization, insolvency or other similar laws affecting creditors'
rights generally from time to time in effect, and to general principles of
equity.

5.2.5 NO CONSENTS. No consent, approval, order or authorization of
any governmental authority or registration, qualification or declaration
with any such authority is required in order for the Servicer to perform
its obligations under this Agreement.

5.2.6 AGENCY APPROVAL. The Servicer has been approved by FNMA or FHLMC
and will remain approved as an "eligible seller/servicer" of conventional,
residential mortgage loans as provided in FNMA or FHLMC guidelines and in
good standing. The Servicer has not received any notification from FNMA or
FHLMC that the Servicer is not in compliance with the requirements of the
approved seller/servicer status or that such agencies have threatened the
servicer with revocation of its approved seller/servicer status.

5.2.7 FINANCIAL CONDITION. The Servicer is not, and, with passage of
time, does not expect to become, insolvent or bankrupt. The Servicer shall
promptly notify the Master Servicer of any material adverse change of its
financial condition.

5.2.8 SERVICING. The servicing practices used by the Servicer under
this Agreement have been and are in all respects in compliance with all
federal, state and local laws, rules, regulations and requirements in
connection therewith and are in accordance with Prudent Servicing
Practices.

5.2.9 NO IMPAIRMENT. There is no action, suit, proceeding or
investigation pending or, to the best of the Servicer's knowledge after due
inquiry, threatened, against the Servicer which, either in any one instance
or in the aggregate, may result in any material adverse change in business
operations, financial condition, properties or assets of the Servicer, or
in any material impairment of the right or ability of the Servicer to carry
on its business substantially as now conducted, or in any material
liability on the part of the Servicer, or which if adversely determined
would affect the validity of this Agreement or of any action taken or to be
taken in connection with the obligations of the Servicer contemplated
herein, or which would be likely to impair materially the ability of the
Servicer to perform under the terms of this Agreement.

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5.2.10 NO INQUIRIES. The Servicer has not been the subject of an audit
by any of the Master Servicer, FHA, HUD, FDIC, FNMA, FHLMC, GNMA or any
Primary Mortgage Insurer, which audit included material allegations of
failure to comply with applicable loan origination, servicing or claims
procedures, or resulted in a request for repurchase of Mortgage Loans or
indemnification in connection with the Mortgage Loans.

RELATIVE TO THE MORTGAGE LOANS:

5.2.11 CUSTODIAL AND ESCROW ACCOUNTS CURRENT. All Custodial P&I
Accounts, Custodial T&I Accounts, Custodial Buydown Accounts and Escrow
Funds are maintained by the Servicer and have been maintained in accordance
with applicable law and the terms of the Mortgage Loans. The Escrow Items
required by the Mortgages which have been paid to the Servicer for the
account of the Borrower are on deposit in the appropriate Custodial
Account. All funds received by the Servicer in connection with the
Mortgage Loans, including, without limitation, foreclosure proceeds,
Insurance Proceeds, condemnation proceeds and principal reductions, have
promptly been deposited in the appropriate Custodial Account, and all such
funds have been applied to reduce the principal balance of the Mortgage
Loans in question, or for reimbursement of repairs to the Mortgaged
Property or as otherwise required by applicable law.

5.2.12 INSURANCE MAINTENANCE. Pursuant to the terms of the related
Security Instrument, all buildings or other improvements upon the related
Mortgaged Property are insured by an insurance policy or policies meeting
the requirements of Articles 15 and 16 hereof. The related Security
Instrument obligates the Borrower thereunder to maintain the hazard
insurance policy at the Borrower's cost and expense and, upon the
Borrower's failure to do so, authorizes the Mortgagee under the related
Security Instrument to obtain and maintain such insurance at the Borrower's
cost and expense and to seek reimbursement therefor from the Borrower. The
hazard insurance policy is the valid and binding obligation of the insurer,
is in full force and effect, and will be in full force and effect and inure
to the benefit of the Trustee. The Servicer and the Borrower have not
engaged in any act or omission that would impair the coverage of any such
policy, the benefits of the endorsement provided for herein, or the
validity and binding effect of either. The Mortgage Loan Documents permit
the maintenance of an escrow account to pay the premiums for the above
mentioned insurance, and the requirement for such escrows has not been
waived, unless otherwise required by applicable state law.

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ARTICLE 6

CUSTODIAL ACCOUNTING

Section 6.1 IN GENERAL

6.1.1 CUSTODIAL ACCOUNT ESTABLISHMENT. The Servicer must establish
appropriate custodial accounts for the benefit of the Trustee, its
successors and assigns for the deposit of funds collected in connection
with such Mortgage Loans. All custodial accounts and related records must
be maintained in accordance with sound and controlled accounting practices.
The custodial accounts maintained pursuant to this Agreement may be
custodial accounts for one or more other series of mortgage asset-backed
pass-through certificates issued by Norwest Structured Assets, Inc.;
PROVIDED, however, that (a) the trustee for such other series under the
related pooling and servicing agreement(s) is the Trustee and (b) the
master servicer for such other series under the related pooling and
servicing agreement(s) is the Master Servicer.

6.1.2 CUSTODIAL ACCOUNT SEPARATENESS. (a) At least one custodial
account for principal and interest (I.E., a Custodial P&I Account), one
custodial account for taxes and insurance (I.E., a Custodial T&I Account),
one custodial account for Subsidy Funds, if applicable (I.E., a Custodial
Subsidy Account) and one custodial account for Buydown Funds, if applicable
(I.E., a Custodial Buydown Account), shall be established and maintained
for the Mortgage Loans. Except as specified in 6.1.2(b), without the
written consent of the Master Servicer, funds in these accounts may not be
commingled with other funds held by the Servicer. Each Custodial P&I
Account shall be established as an Eligible Account ("Eligible Custodial
P&I Account").

(b) Notwithstanding anything to the contrary elsewhere in this Agreement,
the Servicer may employ the Custodial T&I Account as the Custodial Subsidy
Account and/or the Custodial Buydown Account to the extent that the
Servicer can separately identify any Subsidy Funds or Buydown Funds, as
applicable, deposited therein.

6.1.3 CUSTODIAL ACCOUNT MAINTENANCE. The Servicer must ensure that
each Custodial P&I Account, Custodial T&I Account, Custodial Subsidy
Account and Custodial Buydown Account (if applicable) meets the following
guidelines:

(a) the accounts must be Eligible Accounts;

(b) the name of each Custodial P&I Account, Custodial T&I
Account and Custodial Buydown Account shall include a
reference to the name of the Trustee and the designation of
the series of Mortgage Asset-Backed

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Pass-Through Certificates or, where such accounts are
accounts maintained for multiple series of mortgage asset-
backed pass-through certificates as described in Section
6.1.1, a reference to "[Trustee], as trustee for Norwest
Structured Assets, Inc., Mortgage Asset-Backed Pass-Through
Certificates;"

(c) the Servicer must transfer all funds on hand relating to
such Mortgage Loans, Monthly Payments due on or after the
related Cut-Off Date and any principal prepayments received
after the related Cut-Off Date, into the appropriate
custodial accounts meeting the requirements of Sections
6.1.1 and 6.1.2 hereof;

(d) beginning with any payment due on or after the related Cut-
Off Date, all collections on the Mortgage Loans must be
credited to the appropriate custodial account no later than
the first Business Day following receipt;

(e) (i) the Servicer shall not permit the balance of any
Custodial P&I Account to exceed the Threshold Amount or
include any amounts then required to be remitted to the
Certificate Account pursuant to Section 18.3.1, (ii) in the
event the Servicer collects amounts in excess of the
Threshold Amount prior to the next scheduled transfer of
funds to the respective Certificate Account, the Servicer
must transfer the excess funds directly to the related
Certificate Account by wire before the close of business on
any day on which the amount on deposit in such account
exceeds the Threshold Amount and (iii) in the event that the
Servicer fails to transfer the funds in excess of the
Threshold Amount to the related Certificate Account or to
remit to the Certificate Account the Monthly Remittance on
the Remittance Date pursuant to Section 18.3.1, the Master
Servicer is authorized to debit such Custodial P&I Account
and transfer such amounts to the related Certificate
Account;

(f) (i) the Servicer must file with the Master Servicer the
appropriate ACH Debit Form for each Custodial P&I Account;
(ii) the Master Servicer may monitor the principal balance
of each Custodial P&I Account and may issue an ACH debit for
amounts on deposit in any such account in excess of the
Threshold Amount or otherwise in violation of Section
6.1.3(e); (iii) such amounts will immediately be deposited
into the appropriate Certificate Account; and (iv) the
ability of the Master Servicer to withdraw and remit such
funds to the appropriate Certificate Account does not
relieve the Servicer of its obligations to remit such funds
to the related Certificate Account;

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(g) upon the establishment of a Custodial P&I Account, Custodial
T&I Account or Custodial Buydown Account, the Servicer shall
promptly advise the Master Servicer in writing of, or of any
change in, the name and address of the depository, the
individual employee of the depository who is responsible for
overseeing such account, the account number, the title of
the account and the individuals whose names appear on the
signature card; and

(h) (i) establishment and maintenance of the Custodial P&I
Account, Custodial T&I Account and Custodial Buydown Account
will be an expense of the Servicer; (ii) such custodial
accounts may be interest-bearing accounts provided that such
accounts comply with all local, state and federal laws and
regulations governing interest-bearing accounts and, in the
case of a Custodial T&I Account or Custodial Buydown
Account, governing Borrower escrow accounts; and (iii) the
Servicer must ensure that all interest credited to any
custodial account that is not due the Borrower is removed by
the Servicer within 30 days after receipt of such interest.

6.1.4 ESCROW INVESTMENT. If the Servicer elects or is required by law
to deposit the Borrower's Escrow Funds into an interest-bearing custodial
account, the Servicer shall either (a) deposit such funds into an account
which permits withdrawal on demand so as to pay Escrow Items as they come
due, or (b) invest such funds in an Eligible Account so that adequate funds
mature the Business Day prior to the date payment is due for each Escrow
Item.

6.1.5 CLEARING ACCOUNT. If the Servicer finds it necessary to use a
clearing account, the following guidelines must be followed:

(a) the titles of such accounts must reflect that they are
custodial in nature, and the depository in which the
accounts are maintained must be informed in writing that the
accounts are custodial accounts;

(b) a check drawn on or funds transferred from a Custodial P&I
Account or Custodial T&I Account must be deposited to a
disbursement clearing account before or at the same time as
any checks on the clearing account are issued;

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(d) the accounts must be held at depository institutions in
which accounts are insured by the FDIC, through either the
BIF or SAIF;

(e) the Servicer must maintain adequate records and audit trails
to support all debits and credits of each Borrower's payment
records and accounts; and

(f) collections deposited to a depository clearing account must
be credited to the appropriate custodial account no later
than one Business Day following receipt by the Servicer.

6.1.6 CUSTODIAL BUYDOWN ACCOUNT. The Servicer must establish a
separate custodial account to hold Buydown Funds on Mortgage Loans being
serviced for the Trustee, its successors and assigns. These accounts must
be clearly marked to indicate that the Servicer is a custodian for Buydown
Funds being held for the Trustee, its successors and assigns.

6.1.7 CERTIFICATE ACCOUNT. The Master Servicer shall establish a
segregated Certificate Account in accordance with Section 3.01 of the
Pooling and Servicing Agreement.

6.1.8 CUSTODIAL SUBSIDY ACCOUNT. The Servicer must establish a
separate custodial account to hold Subsidy Funds on Mortgage Loans being
serviced for the Trustee, its successors and assigns. These accounts must
be clearly marked to indicate that the Servicer is a custodian for Subsidy
Funds being held for the Trustee, its successors and assigns.

Section 6.2 CUSTODIAL P&I ACCOUNT

6.2.1 MANDATORY DEPOSITS. The following funds must be deposited into
each related Custodial P&I Account within one Business Day after the
Servicer's receipt of such amounts, or in the case of clause (d) hereof, on
the Remittance Date or, in the case of clause (f) hereof, on the Business
Day after the Servicer's receipt of the Borrower's required monthly payment
under the related subsidy agreement:

(a) Principal collections from related Mortgage Loans (including
Prepayments in Full and Curtailments), together with Month
End Interest, if applicable;

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(b) Interest collections from related Mortgage Loans (net of
Servicing Fees or other compensation of the Servicer as set
forth in Section 4.6.1);

(c) Liquidation Proceeds and Insurance Proceeds from related
Mortgage Loans other than proceeds held in an escrow account
and applied to the restoration and repair of the related
Mortgaged Property;

(d) related P&I Advances;

(e) the proceeds of any purchase, or substitution under a
purchase agreement, of a related Mortgage Loan by the
Servicer or a Representing Party, or sale of an REO; and

(f) an amount from the Custodial Subsidy Account that when added
to the Borrower's payment will equal the full monthly amount
due under the related Mortgage Note.

6.2.2 OPTIONAL DEPOSITS. The following funds may, but are not required
to, be deposited into each related Custodial P&I Account:

(a) late charges;

(b) prepayment fees;

(d) assumption fees; and

(e) unapplied funds if the Borrower that remitted such funds is
not required to maintain Escrow Funds.

The Servicer shall maintain separate accounting for each of the foregoing
types of funds. Provided that the Servicer is not in default of its
obligations hereunder, the Servicer may retain any late charges, prepayment
fees, penalty interest and assumption fees as additional servicing
compensation.

6.2.3 PERMISSIBLE WITHDRAWALS. The Servicer may make withdrawals from
each related Custodial P&I Account solely for the following:

(a) remittances to the related Certificate Account;

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(b) reimbursement to itself for advances which have been
recovered by subsequent collections including late payments,
Liquidation Proceeds or Insurance Proceeds, to the extent
funds on deposit recovered by such subsequent collections
relate to the Mortgage Loans as to which such advances were
made;

(c) interest earnings on deposits to the related Custodial P&I
Account, but only to the extent that such interest has been
credited;

(d) removal of amounts deposited in error;

(e) removal of charges or other such amounts deposited on a
temporary basis in the account;

(f) removal of Servicing Fees to the extent deposited therein;
and

(g) termination of the account.

6.2.4 ACCOUNT BENEFICIARY. Each Custodial P&I Account (other than any
Eligible Custodial P&I Account) must be titled to show the respective
interests of the Servicer as trustee and of the Master Servicer as
beneficiary.

6.2.5 USE OF ACCOUNTS. The Servicer shall not use the Custodial P&I
Account as a collection clearing account.

Section 6.3 CUSTODIAL T&I ACCOUNT

6.3.1 MANDATORY DEPOSITS. The following funds must be deposited into
each respective Custodial T&I Account:

(a) related Borrowers' Escrow Funds;

(b) related T&I Advances;

(d) rent receipts to offset any related T&I Advances by the
Servicer;

(e) unapplied funds; and

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(f) Liquidation Proceeds from a related Mortgage Loan that
offset a deficit balance in the related Borrower's Escrow
Funds.

6.3.2 PERMISSIBLE WITHDRAWALS. With respect to each related Borrower,
the Servicer may make withdrawals from each respective Custodial T&I
Account to the extent of the balance of such related Borrower's Escrow
Funds for the following:

(a) timely payment of such related Borrower's taxes and
insurance premiums;

(b) refunds to such related Borrower of excess Escrow Funds
collected from such Borrower;

(d) payment of interest, if required, to such related Borrower
on his Escrow Funds;

(e) removal of any deposits made in error; and

(f) termination of the account.

6.3.3 ACCOUNT REQUIREMENTS. Each Custodial T&I Account is to be
designated in the name of the Servicer acting as an agent for the
individual related Borrowers to make such Escrow Item payments in order to
show that the account is custodial in nature. The Servicer is required to
keep records identifying each Borrower's payment deposited into the
account.

6.3.4 ACCOUNT BALANCE. The Servicer must never allow any Custodial T&I
Account to become overdrawn as to any individual related Borrower. If
there are insufficient funds in the account, the Servicer must advance its
own funds to cure the overdraft.

Section 6.4 ELIGIBLE ACCOUNT INVESTMENTS

6.4.1 ELIGIBLE INVESTMENTS PERMITTED. Unless prevented or restricted
by written notice of the Master Servicer pursuant to Section 6.4.5 hereof,
the Servicer may, from time to time, withdraw funds from a Custodial P&I
Account, Custodial Subsidy Account or Custodial Buydown Account, and
immediately invest such funds in Eligible Investments in accordance with
this Agreement. Upon the maturity of such Eligible

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Investments, such funds shall be redeposited into the Eligible Account from
which they were drawn or into the Certificate Account.

6.4.2 ELIGIBLE INVESTMENT RESTRICTIONS. No Eligible Investment shall
be sold or disposed of at a gain prior to maturity unless the Servicer has
obtained the consent of the Master Servicer.

6.4.3 ELIGIBLE INVESTMENT INCOME. All income (other than any gain from
a sale or disposition of the type referred to in Section 6.4.2 hereof)
realized from any such Eligible Investment shall be for the benefit of the
Servicer as additional servicing compensation.

6.4.4 ELIGIBLE INVESTMENT LOSSES. The amount of any losses incurred in
respect of any investments permitted under this Section 6.4 shall be
deposited in the Certificate Account by the Servicer out of its own funds
immediately as realized. The Master Servicer may, in its reasonable
discretion, from time to time, require the Servicer to provide a reasonable
amount of security to cover the risk of such investment losses. To the
extent that the Servicer shall not immediately deposit the amount of such
losses in the Certificate Account, the Master Servicer may immediately act
against such security as well as pursue all other remedies permitted by
law.

6.4.5 ELIGIBLE INVESTMENTS REPORTS. The Servicer shall, at any time
provide such information and reports regarding its Eligible Investments
under this Agreement as the Master Servicer may request.

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ARTICLE 7

MORTGAGE LOAN ACCOUNTING

Section 7.1 IN GENERAL

7.1.1 MORTGAGE LOAN ACCOUNTING PRACTICES. The Servicer shall
administer the application and accounting of payments made on the Mortgage
Loans in accordance with the provisions of this Agreement.

7.1.2 RECORD KEEPING. The Servicer must maintain complete and accurate
records of all transactions affecting any Mortgage Loan. Each Mortgage
Loan must be clearly marked to indicate that it is being serviced for the
Trustee, its successors and assigns.

7.1.3 RECORD REVIEW. The Master Servicer and its designee have the
right to:

(a) conduct reviews and audits of the Servicer's records and
operating procedures during any Business Day; and

(b) examine the Servicer's financial records, the Borrowers'
Escrow Funds records and any and all other relevant
documents and materials, whether held by the Servicer or by
another on behalf of the Servicer, to ensure compliance with
terms and conditions of this Agreement and the Master
Servicer's standards.

Section 7.2 MORTGAGE LOAN RECORDS

7.2.1 ACCOUNT RECORDS. Permanent Mortgage Loan account records must be
maintained by the Servicer for each Mortgage Loan. Each account record
must be identifiable by the Servicer Loan Number.

7.2.2 ACCOUNT RECORD INFORMATION. The Servicer shall maintain the
following information for each Mortgage Loan in a readily accessible form:

(a) the Master Servicer Loan Number;

(b) the current Unpaid Principal Balance;

(c) the date of receipt, amount of payment and distribution of
such payment for each Monthly Payment received with respect
to such Mortgage Loan as to each related Due Date;

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(d) for ARM Loans, the current Mortgage Interest Rate, all
limitations contained in the Mortgage Note with respect to
periodic adjustments in the Mortgage Interest Rate, the
scheduled Interest Adjustment Dates, Payment Adjustment
Dates, the Gross Margin and the Index;

(e) other transactions affecting the amounts due from or payable
to the related Borrower;

(f) the current outstanding balances of principal and interest
deposits, advances, taxes and insurance deposits and
unapplied payments with respect to such Mortgage Loan;

(g) any overdraft of the Borrower's Escrow Funds;

(h) any servicing reports or loan histories; and

(i) any other information customarily maintained by a mortgage
loan servicer of one to four family residential mortgages.

7.2.3 ACCOUNTING PRACTICE. Except as otherwise provided herein, all
Mortgage Loan account records must be maintained according to (a) the
Uniform Single Attestation Program for Mortgage Bankers and (b) where
applicable, sound and generally accepted accounting practices.

7.2.4 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
MORTGAGE LOANS. At the request of the Master Servicer, the Servicer shall
provide to the Master Servicer, the Office of Thrift Supervision, the FDIC
and the supervisory agents and examiners of the Office of Thrift
Supervision and the examiners of the FDIC, as appropriate, access to the
documentation regarding the Mortgage Loans required by applicable
regulations of the Office of Thrift Supervision or the FDIC, such access
being afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Servicer designated by it. The
Servicer shall permit such representatives to photocopy any such
documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Servicer.

Section 7.3 ACCOUNTING PROCEDURES

7.3.1 PRINCIPAL AND INTEREST COMPUTATION. All Mortgage Loans must
amortize with interest calculated and paid in arrears. Under this method,
the interest due from a

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Borrower on a Due Date is calculated based on (a) the Unpaid Principal
Balance of the related Mortgage Loan prior to application of the principal
portion of the related current Monthly Payment, (b) thirty days interest at
the related Mortgage Interest Rate and (c) adjusted as herein provided for
the effects of Curtailments, Partial Liquidation Proceeds, Prepayments in
Full and Liquidations. The calculated interest portion is then subtracted
from the related Monthly Payment to obtain the principal portion. The
principal portion is then applied to the Unpaid Principal Balance of the
related Mortgage Loan. The amount to be applied to interest for a multiple
installment must be calculated using the Unpaid Principal Balance of the
related Mortgage Loan remaining after the previous interest calculation and
principal application.

7.3.2 AMORTIZATION REQUIREMENT. The amortization of each Mortgage Loan
must reduce to zero, or as to Balloon Loans, the respective Balloon Amount,
at the end of the Mortgage Loan term through the application of regular
monthly payments. Capitalization of interest is not permitted, except as
provided by the terms of any Mortgage Loan that provides for negative
amortization.

7.3.3 NEGATIVE AMORTIZATION. To the extent any Mortgage Loan provides
for negative amortization, such as a GPM or GPARM Loan, the Servicer must
assure that the Unpaid Principal Balance of such Mortgage Loan never
exceeds the related Maximum Negative Amortization Amount, and that the
related Monthly Payment is recast as provided for in the Mortgage Note such
that the balance fully amortizes within the remaining term of such Mortgage
Loan.

7.3.4 INTEREST CALCULATIONS. Monthly interest calculations for periods
of a full month must be based on a 30-day month and a 360-day year.
Factors used for such calculations should be carried to a minimum of three
decimal places. The dollar amount of any interest payment shall be carried
out to a minimum of three decimal places. Interest calculations for a
period of less than a full month must be based on a 365-day year.

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7.3.5 BUYDOWN LOANS. The Servicer must amortize a Mortgage Loan for
which Buydown Funds are applied at the Mortgage Interest Rate, not at the
buy-down rate, in order to ensure that payments are collected to amortize
properly the Mortgage Loan.

Section 7.4 APPLICATION PROCEDURE

7.4.1 APPLICATION PRIORITY. A payment from a Borrower will normally
consist of interest, principal, deposits for insurance and taxes and late
charges, if applicable. Payments received from Borrowers must be applied
in the order provided for in the related Security Instrument. To the
extent not inconsistent with the related Security Instrument, such payments
shall be applied in the following order:

(a) required monthly interest;

(b) required monthly principal;

(d) prepayment charges; and

(e) any fees which may be retained by the Servicer, including
late charges, returned check fees, and assumption fees.

7.4.2 REAPPLICATION OF PRIOR PAYMENTS. If the Servicer reapplies prior
prepayments or accumulated Curtailments for payment of subsequent
installments it shall promptly notify the Master Servicer of such
reapplication and shall follow any instructions of the Master Servicer in
respect of such reapplication.

7.4.3 ADVANCE PAYMENTS. Payments made by the Borrower to satisfy
future installments must be accounted for as prepaid installments of
principal and interest. The Servicer should contact the Borrower if there
is a question about the Borrower's intention in making any unscheduled
payment.

Section 7.5 CURTAILMENTS

7.5.1 CURTAILMENT AMOUNT. The Servicer may accept Curtailments at any
time. If a Mortgage Loan is delinquent, funds received must first be
applied to bring the Mortgage Loan current. If there are excess funds
after the application of amounts received from the Borrower to pay the
related Monthly Payment, the excess funds represent a Curtailment and may
be applied as a partial principal prepayment.

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7.5.2 CURTAILMENT APPLICATION. If a Curtailment is received on or
after the Due Date, the Servicer may either (i) retroactively apply the
Curtailment to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date, or (ii) to the extent permitted by law and the Mortgage
Loan, apply such Curtailment at the end of the current period. The
interest portion of the next installment due is then calculated based on
the Unpaid Principal Balance of the related Mortgage Loan after application
of the Curtailment.

7.5.3 EFFECT OF CURTAILMENT. A Curtailment may not be used to reduce
the related Monthly Payment or the related Mortgage Interest Rate for any
Mortgage Loan, or to postpone the Due Date of any payment.

7.5.4 CURTAILMENT TRANSMISSION. Each Curtailment must be deposited into
the related Custodial P&I Account within one Business Day after receipt and
must be remitted no later than the regularly scheduled Monthly Remittance
to the related Certificate Account.

Section 7.6 LIQUIDATIONS

7.6.1 MONTH END INTEREST. If a Prepayment in Full of a Mortgage Loan
occurs, such prepayment is received by the Servicer after the Applicable
Unscheduled Receipt Period ending in the month in which such prepayment
occurs, and the Servicer does not receive a full 30 days of interest
(calculated on a 30-day month, 360-day year basis) on the prepaid amount
for the month in which such Prepayment in Full occurs, the Servicer must
pay the Month End Interest on all such Mortgage Loans so prepaid in full on
the Remittance Date in the month following the month of such prepayment.
Any Month End Interest Shortfall for any month shall not be recoverable
from the Servicer or any other source in the future. The payment of Month
End Interest by the Servicer, as provided for above, shall not be an
"advance" and shall not be reimbursable from the proceeds of any Mortgage
Loan.

7.6.2 LIQUIDATION REPORTS. The Servicer will report information with
respect to Liquidations in the monthly reports delivered to the Master
Servicer by the eighteenth calendar day of each succeeding month.

7.6.3 DEPOSIT OF FUNDS. Within one day after the Liquidation of a
Mortgage Loan, the Servicer shall deposit the related Liquidation Proceeds
together with the related Month End Interest into the related Custodial P&I
Account.

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7.6.4 DOCUMENT REQUEST. After any Liquidation, the Servicer must
complete and send a Request for Release of Documents to the Master Servicer
to ensure the release of documents within the period required by applicable
state law.

Section 7.7 REALIZED LOSSES

7.7.1 LIQUIDATION REALIZED LOSS DETERMINATION. With respect to the
calculation of a Realized Loss suffered on the related Mortgage Loan on a
Liquidation of such Mortgage Loan, the amount of such Realized Loss is
equal to (a) the sum of:

(i) Unpaid Principal Balance;

(ii) unpaid interest accrued at the related Mortgage Interest
Rate;

(iii) attorneys' fees and other foreclosure and sale expenses;

(iv) unpaid taxes;

(v) unpaid property maintenance expenses;

(vi) unpaid insurance premiums; and

(vii) hazard loss expenses;

less (b) the sum of:

(i) the balance of Escrow Funds, if any;

(ii) any refund of any Hazard Insurance premium;

(iii) rental income receipts;

(iv) Insurance Proceeds;

(v) cash proceeds of any foreclosure sale;

(vi) proceeds from sale of a REO; and

(vii) any amounts received pursuant to bankruptcy or insolvency
proceedings.

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7.7.2 BANKRUPTCY REALIZED LOSS DETERMINATION. With respect to the
calculation of a Realized Loss on a Mortgage Loan subject to a Deficient
Valuation, the amount of the Realized Loss is the difference between the
Unpaid Principal Balance of the related Mortgage Loan immediately prior to
the Deficient Valuation and the Unpaid Principal Balance as reduced by the
Deficient Valuation.

7.7.3 REPORTING REQUIREMENT. As to any defaulted Mortgage Loan, the
Servicer must account to, and report in writing to, the Master Servicer as
to any Realized Loss (or gain) upon the Liquidation or Deficient Valuation
in respect of such Mortgage Loan.

7.7.4 SERVICER'S LIABILITY. Except in the case of a purchase by the
Servicer of a Mortgage Loan from the Trustee thereof due to a breach of a
representation or warranty by the Servicer or failure to perform the
servicing procedures as set forth in this Agreement, the Servicer is not
liable for any Realized Loss on any Mortgage Loan.

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ARTICLE 8

ARM LOANS

Section 8.1 ARM LOAN SERVICING

8.1.1 IN GENERAL. It is the Servicer's responsibility to enforce each
ARM Loan (and any other Mortgage Loan) according to its terms and in
conformity with all applicable law. The Servicer's records must, at all
times, reflect the then-current Mortgage Interest Rate and Monthly Payment
for such ARM Loan and the Servicer must timely notify the Borrower of any
changes to the Mortgage Interest Rate and/or the Borrower's Monthly
Payment.

8.1.2 SERVICER'S LIABILITY. If the Servicer fails to make either a
timely or accurate adjustment to the Mortgage Interest Rate or Monthly
Payment for an ARM Loan or to notify the Borrower of such adjustments, and
subsequently receives a short Monthly Payment, the Servicer must pay from
its own funds any shortage until the Servicer has made the necessary
corrections in conformance with applicable law so as to secure the correct
Monthly Payment from the Borrower. In the event that such error results in
the Borrower making a Monthly Payment in excess of the amount which he
should have made if such adjustment were properly calculated, then the
Servicer shall promptly (a) make the required adjustment to the Borrower's
Monthly Payment and Mortgage Interest Rate so that they reflect the amounts
as properly calculated as of the related Payment Adjustment Date, (b)
refund to the Borrower the amount of any such excess received by the
Servicer from the related Payment Adjustment Date and (c) deduct from the
respective Custodial P&I Account or the Certificate Account the amount of
such refund to reimburse the Servicer for making such refund. If the
Servicer's failure to make a scheduled change affects the Trustee's or
Servicer's rights to make future adjustments under the terms of the ARM
Loan, the Servicer shall be required to purchase the ARM Loan. Any amounts
paid by the Servicer pursuant to this Section shall not be an advance and
shall not be reimbursable from the proceeds of any Mortgage Loan.

8.1.3 ADJUSTMENT REPORTS. All Mortgage Interest Rate and Monthly
Payment adjustments must be reported to the Master Servicer in a ARM Loan
change report.

8.1.4 SUBSTITUTE INDEX. If the Index required to be used to determine
the Mortgage Interest Rate for a Mortgage Loan is not available on an
Interest Adjustment Date, the Servicer, will select an index that is based
on comparable information, over which the Servicer has no control and that
is readily verifiable.

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Section 8.2 NOTICE OF PERIODIC ADJUSTMENT

8.2.1 NOTICE REQUIREMENT. The Notice of Periodic Adjustment is the
legal and official announcement to the Borrower of an ARM Loan of a change
in the Mortgage Interest Rate or the Monthly Payment. The Servicer must
send this notice to the Borrower, as stated in the related Mortgage Note
and in accordance with applicable law, and at least 25 days before each
Payment Adjustment Date.

8.2.2 NOTICE CONTENTS. Each Notice of Periodic Adjustment pertaining to
an ARM Loan shall meet the requirements and specifications of the Security
Instrument, the Mortgage Loan, and applicable federal or state laws or
regulations.

Section 8.3 ARM LOAN CONVERSION

8.3.1 SERVICER'S DETERMINATION. In the event a Borrower with a
convertible ARM Loan exercises its option to convert such Mortgage Loan to
a fixed interest rate, the Servicer will determine whether the conditions
and qualifications for conversion have been met and determine the fixed
rate to be applied to such Mortgage Loan pursuant to the terms of the
related Mortgage Note.

8.3.2 CONVERSION NOTIFICATION. Upon any such conversion, the Servicer
shall prepare an ARM Loan conversion notification and send such
notification to the Master Servicer within three Business Days after the
conversion.

8.3.3 PURCHASE BY SERVICER. The Servicer shall purchase such Converted
Mortgage Loan from the applicable Trustee at the Purchase Price by
depositing the Purchase Price into the Custodial P&I Account.

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ARTICLE 9

MORTGAGE LOAN FILES

Section 9.1 OWNER MORTGAGE LOAN FILES

9.1.1 OWNER MORTGAGE LOAN FILE REQUIREMENTS. For each Mortgage Loan,
the Servicer shall ensure that an appropriate Custodian will maintain an
Owner Mortgage Loan File on behalf of the Trustee that contains each of the
following documents:

(a) the original related Mortgage Note pertaining to such
Mortgage Loan endorsed by the respective prior owner of such
Mortgage Loan to the Trustee or, if applicable, to the Trust
Administrator, in the manner described in Section 9.3.1
hereof (which may be endorsed in blank); the Servicer shall
assure that the related Mortgage Note shall include all
prior and intervening endorsements as are necessary to show
a complete chain of endorsements from the respective Loan
Originator to the respective prior owner of such Mortgage
Loan;

(b) either the recorded original related Security Instrument
pertaining to such Mortgage Loan, together with any addenda
and riders, certified by the recording office, or, if the
related Security Instrument is in the process of being
recorded, a photocopy of the related Security Instrument,
certified by an Officer of the respective prior owner of
such Mortgage Loan or by the applicable title insurance
company, closing/settlement/escrow agent or company or
closing attorney to be a true and correct copy of the
related Security Instrument transmitted for recordation;

(c) either a recorded original Assignment of the related
Security Instrument from the respective prior owner of such
Mortgage Loan assigning the related Security Instrument to
the Trustee or, if applicable, to the Trust Administrator,
on behalf of the Trustee, in the manner described in Section
9.3.2 hereof (which may be assigned in blank), certified by
the recording office, or, if such Assignment is in the
process of being recorded, a photocopy of the related
Security Instrument transmitted for recordation certified by
an Officer of the respective prior owner of such Mortgage
Loan to be a true and correct copy of such Assignment
submitted for recordation; if recordation is waived by the
Servicer pursuant to the provisions of Section 11.6.4
hereof, the Custodian will hold such an Assignment in
recordable form (which may be assigned in blank);

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(d) each recorded original intervening Assignment of the
Security Instrument as is necessary to show a complete chain
of title from the respective Loan Originator to the
respective prior owner of such Mortgage Loan or, if any such
original is unavailable because it is in the process of
being recorded, a photocopy of such intervening Assignment
certified by an Officer of the prior owner of such Mortgage
Loan to be a true and correct copy of such intervening
Assignment submitted for recordation;

(e) either an original Title Insurance policy or a Final Title
Condition Report pertaining to such Mortgage Loan or, with
respect to loans secured by properties in jurisdictions
where title policies are not available, the original
attorney's opinion of title; in the event that the policy
has not been issued or is not otherwise available, (i) a
written binding ALTA commitment for such a policy (or a
photocopy thereof) issued by the respective title insurance
company or (ii) a Preliminary Title Report (or a photocopy
thereof) if the Mortgaged Property are in a state designated
by the Master Servicer as a Preliminary Title Report state;

(f) for each Mortgage Loan listed on Schedule I to this
Agreement which is required to have Primary Mortgage
Insurance pursuant to this Agreement or the related Mortgage
Loan Documents, a Primary Mortgage Insurance policy or a
certificate of Primary Mortgage Insurance (or a photocopy
thereof) issued by the respective insurer or its agent
indicating that such a policy is in effect;

(g) for each Mortgage Loan listed on Schedule I to this
Agreement which is required to have Pool Insurance pursuant
to this Agreement or the related Mortgage Loan Documents, a
Pool Insurance certificate (or a photocopy thereof) issued
by the respective insurer or its agent indicating the
eligibility of such Mortgage Loan for such Pool Insurance;

(h) originals of each assumption agreement, modification,
written assurance or substitution agreement pertaining to
such Mortgage Loan, if any, or, if any such document is in
the process of being recorded, a photocopy of such document,
certified by an Officer of the respective prior owner of
such Mortgage Loan or by the applicable title insurance
company, closing/settlement/escrow agent or company or
closing attorney to be a true and correct copy of such
document transmitted for recordation;

(i) for each Mortgage Loan which is secured by a residential
long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the
process of being recorded, a photocopy of the

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lease, certified by an Officer of the respective prior owner
of such Mortgage Loan or by the applicable title insurance
company, closing/settlement/escrow agent or company or
closing attorney to be a true and correct copy of the lease
transmitted for recordation; and

(j) for each Mortgage Loan secured by Co-op Shares, the
originals of the following documents or instruments:

(i) The stock certificate;
(ii) The stock power executed in blank;
(iii) The executed proprietary lease;
(iv) The executed recognition agreement;
(iv) The executed assignment of recognition agreement;
(v) The executed UCC-1 financing statement with evidence of
recording thereon; and
(vi) Executed UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken line from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).

9.1.2 CUSTODIAN. The Custodian shall hold originals of all documents
included in each Owner Mortgage Loan File charged to his custody except
that copies of recorded Security Instruments or Assignments will be held if
the originals are held by the recording office. If the original Security
Instrument, Assignment from the respective prior owner of the related
Mortgage Loan to the Trustee or, if applicable, to the Trust Administrator,
on behalf of the Trustee, or any prior Assignment of the Security
Instrument has not been delivered to the Custodian on the date of the
transfer of ownership of such Mortgage Loan to the Trustee because it is in
the process of being recorded, the Servicer shall, within five Business
Days after its receipt of the original recorded document, deliver it to the
Custodian. The Servicer shall promptly deliver to the Custodian any other
Mortgage Loan Document to be included in an Owner Mortgage Loan File,
charged to the custody of the Custodian, that comes into Servicer's
possession.

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9.1.3 RELEASE OF DOCUMENTS FROM OWNER MORTGAGE LOAN FILE. In the event
any document contained in an Owner Mortgage Loan File is needed by the
Servicer for the proper servicing of a Mortgage Loan, the Servicer must
send to the Trustee or the Custodian, as the case may be, a request for
release of documents. The Master Servicer hereby authorizes the Trustee or
the Custodian, as the case may be, to release such Mortgage Loan Documents
after receipt of such Servicer's request (i) upon payment in full of such
Mortgage Loan, (ii) when necessary for foreclosure or (iii) for such other
cause as the Master Servicer deems appropriate, in its reasonable
discretion. The Servicer shall be responsible for such Mortgage Loan
Documents while they are in its possession and will be deemed to hold such
Mortgage Loan Documents in trust for the benefit of the Trustee. If such
Mortgage Loan has not been paid in full or otherwise liquidated, the
Servicer shall promptly return such Mortgage Loan Documents when they are
no longer required. Notwithstanding the foregoing, unless such Mortgage
Loan has been liquidated or the related Mortgage Loan Documents have been
delivered to an attorney, a public trustee or other public official in
order to foreclose on the related Mortgaged Property, all such Mortgage
Loan Documents released by the Trustee or the respective Custodian, as the
case may be, must be returned within 21 calendar days after their release.

9.1.4 EXECUTION BY TRUSTEE. In the event the Trustee's signature is
required on any document with respect to a Mortgage Loan for any reason,
including payment in full, assumption or foreclosure, the Servicer shall
deliver to the Master Servicer a written notice requesting that the Trustee
execute such documents and certifying as to the reason such documents are
required. Upon receipt of such executed documents, the Servicer shall
record, file or deliver such documents as appropriate for the proper
servicing of such Mortgage Loan.

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9.1.5 REPRESENTING PARTY OFFICERS' CERTIFICATE. If it is necessary for
the respective Representing Party to deliver an Officers' certificate with
respect to the existence of a Title Insurance policy or a Primary Mortgage
Insurance policy for several Mortgage Loans, the Master Servicer may
consent to the delivery of a single Officers' certificate of the respective
Representing Party for a schedule of mortgage loans in lieu of a separate
Officers' certificate for each such Mortgage Loan.

9.1.6 CUSTODIAL FEES. The Servicer is responsible for the related ongoing
fees of each Custodian. Each Custodian shall bill the Servicer directly
for its fees. If for any reason at any time the Master Servicer pays
custodial fees, the Servicer will promptly reimburse the Master Servicer
for such payments.

Section 9.2 SERVICER MORTGAGE LOAN FILES

9.2.1 SERVICER MORTGAGE LOAN FILE REQUIREMENTS. The Servicer must
maintain a Servicer Mortgage Loan File for each Mortgage Loan, which may be
distributed among several different files, each of which shall be clearly
marked with the Servicer Loan Number and shall be readily accessible to the
Master Servicer during regular business hours, that includes the following:

(a) copies of each of the documents listed in Section 9.1.1 that
are held by the Custodian;

(b) where such coverage is not provided under a blanket policy
maintained by the Servicer, an original Hazard Insurance
policy, or a copy thereof, or a certificate of insurance
issued by the applicable insurer or its agent indicating
such a policy is in effect for the related Mortgaged
Property;

(c) a Flood Insurance policy or a certificate of insurance
issued by the insurer or its agent indicating that such a
policy is in effect with respect to the related Mortgaged
Property, if Flood Insurance is required pursuant to the
provisions of Section 15.4 or Section 16.6 hereof for such
Mortgaged Property;

(d) originals or copies of all documents submitted to a Primary
Mortgage Insurer for credit and property underwriting
approval with respect to the related Mortgaged Property, if
Primary Mortgage Insurance is required pursuant to the
provisions of Section 15.2 hereof for such Mortgaged
Property;

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(e) the originals of all RESPA and Regulation Z disclosure
statements executed by the Borrower with respect to such
Mortgage Loan;

(f) the related Appraisal Report made at the time such Mortgage
Loan was originated;

(g) the HUD-1 or other settlement statement for the purchase or
refinance, as the case may be, of the Mortgaged Property by
the Borrower and mortgagor under the related Mortgage Note
and Security Instrument with respect to such Mortgage Loan;

(h) evidence of any tax service contract, if any;

(i) copies of documentation, including the appropriate approval
by the Master Servicer, relating to any modifications to the
related original Mortgage Loan Documents;

(j) documentation, including the appropriate approval by the
Master Servicer, relating to any releases of any collateral
supporting such Mortgage Loan;

(k) collection letters or form notices sent to the Borrower with
respect to such Mortgage Loan, but only if the Servicer does
not maintain separate collection files, including all
collection letters or notices, indexed by Borrower;

(l) foreclosure correspondence, bankruptcy correspondence and
legal notifications, if applicable with respect to the
related Mortgaged Property; and

(m) all other related Mortgage Loan Documents which are
customarily maintained in accordance with Prudent Servicing
Practices in a mortgage loan file in order to properly
service a mortgage loan including, without limitation,
documents regarding title claims.

9.2.2 SERVICER MORTGAGE LOAN FILE ACCESS. The Servicer acknowledges
that each Servicer Mortgage Loan File shall be held in trust for the Trustee.
The Servicer further acknowledges that the Master Servicer may, from time-to-
time, request immediate delivery of any or all Mortgage Loan records and
documents to the Master Servicer, the Trustee, the Custodian or another entity
designated by the Master Servicer, and the Servicer shall thereupon immediately
deliver such records and

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documents, at the expense of the Servicer. The Servicer agrees to permit the
Master Servicer, from time to time to conduct audits or inspections of any
Servicer Mortgage Loan Files at one or more of the Servicer's offices during
normal business hours with advance notice. The Servicer must grant the Master
Servicer access to all books, records and files relating to the Servicer's
systems and procedures for servicing Mortgage Loans as to all Servicer Mortgage
Loan Files or to the Servicer's compliance with the terms and conditions of this
Agreement.

9.2.3 ALTERNATE MEDIA. Subject to any applicable law concerning
document retention requirements, the Servicer may maintain any Servicer
Mortgage Loan File, or any portion thereof, on microfilm, microfiche,
optical storage or magnetic media and may retain the microfilm, microfiche,
optical storage or magnetic media in lieu of hard copies of the documents
required to be maintained in such Servicer Mortgage Loan Files. The
following requirements must be met:

(a) the process must accurately reproduce originals onto a
durable medium;

(b) unless the Master Servicer provides otherwise by notice to
the Servicer, the Master Servicer Loan Number must be
clearly marked on the copies or optical storage or magnetic
media;

(c) the copies or optical storage or magnetic media must be
easily transferable to legible hard copies of the material
relating to the Mortgage Loans; and

(d) backup copies of the microfilm, microfiche, optical storage
or magnetic media must be made by the Servicer and retained
off-site to protect against fire and other hazard losses.

If the copies, optical storage or magnetic media become damaged or lost for
any reason, the Servicer must bear the entire cost of restoring each Servicer
Mortgage Loan File and any other related documents which had been transferred to
microfilm, microfiche, optical storage or magnetic media. The Servicer also
must bear all costs of reproducing legible hard copies reasonably requested by
the Master Servicer. The Master Servicer may reasonably request copies of any
Servicer Mortgage Loan File in optical storage or magnetic media which the
Servicer has previously transferred to magnetic media or optical storage, as the
case may be. The Servicer shall furnish to the Master Servicer optical storage
or magnetic media copies of the requested Servicer Mortgage Loan File in such
format as maintained by the Servicer at the Servicer's expense.

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Section 9.3 REQUISITE FORM

9.3.1 FORM OF ENDORSEMENTS. Except where endorsements in blank are
authorized by the Master Servicer, the Servicer shall require that endorsements
of any Mortgage Notes comply with the following format:

WITHOUT RECOURSE
PAY TO THE ORDER OF
[Trustee or, if applicable, Trust Administrator], AS
[TRUSTEE][TRUST ADMININSTRATOR] under the pooling and servicing
agreement dated as of [date],
and its successors and assigns,

Norwest Mortgage Inc.
[Signature of Officer]
[Officer's Name and Title]

9.3.2 FORM OF ASSIGNMENT. Except where assignments in blank are
authorized by the Master Servicer, the Servicer shall require that assignments
of any Security Instrument comply with the following format:

[Trustee or, if applicable, Trust Administrator], , AS
[TRUSTEE] [TRUST ADMINISTRATOR] under the pooling and servicing
agreement dated [date],
and its successors and assigns

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ARTICLE 10

ESCROWS

Section 10.1 ESCROW CRITERIA

10.1.1 ESCROW REQUIREMENT. Unless, (a) at the origination of a Mortgage
Loan the Borrower is not required to make Escrow Item payments thereafter,
(b) Escrow Funds collection has been waived pursuant to Section 10.5.1
hereof, or (c) the collection of Escrow Funds is precluded by applicable
law, the Servicer must continue to collect 1/12th of the annual total for
all Escrow Items with each Monthly Payment on such Mortgage Loan, as
determined pursuant to Section 10.3.1 hereof.

10.1.2 MORTGAGE LOANS WITHOUT ESCROW. If the Servicer is not required
to collect Escrow Funds on a Mortgage Loan, the Servicer shall require
proof of payment of all taxes, ground rents, assessments, insurance or
other charges, or use other means commonly used in the mortgage industry to
ascertain that such items are paid on a timely basis.

Section 10.2 PAYMENT OF ESCROW ITEMS

10.2.1 ESCROW PAYMENT OBLIGATION. Where the Servicer is responsible for
the collection of Escrow Funds with respect to a Mortgage Loan, the
Servicer shall promptly pay all bills for any Escrow Items in such a manner
as to avoid late charges or penalties and to take advantage of any
available discount.

10.2.2 ESCROW ITEM PAYMENTS. Where (a) the Servicer has been collecting
Escrow Funds with respect to a Mortgage Loan, or (b) the Borrower has not
been obliged to make Escrow Funds payments or such payments have been
waived and such Borrower has failed to timely pay obligations which
otherwise would be Escrow Items, the Servicer must pay any obligation (i)
which could become a first lien on the related Mortgaged Property, or (ii)
to maintain in force the applicable Insurance Policies. Where Escrow
Funds are maintained by the Servicer, such obligations should be paid from
the Borrower's Escrow Funds, or in accordance with Section 10.2.3 hereof.

10.2.3 ESCROW FUND INSUFFICIENCY. When a Borrower's Escrow Funds are
insufficient to pay taxes, assessments and premiums, when due, subject to
applicable law, the Servicer must attempt to obtain the additional funds
from such Borrower. If sufficient additional funds have not been recovered
by the time the payment is due, the Servicer must advance its own funds to
ensure prompt payment. The Servicer may elect to advance funds prior to
attempting to obtain the additional funds from such

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Borrower; however, to the extent permitted by applicable law, the Servicer
shall thereafter attempt to obtain the advanced funds from the Borrower or
collect such advanced funds as described in Section 10.3.3.

10.2.4 NONPAYMENT NOTICE. The Servicer must notify the Master Servicer
immediately of any Escrow Item that does not conform to either FNMA or
FHLMC standards.

Section 10.3 ESCROW FUND DETERMINATION

10.3.1 ESCROW FUNDS ANALYSIS. Subject to all applicable Federal, State
and local laws, the Servicer must conduct an analysis of each Borrower's
Escrow Funds at least annually to determine the monthly deposits which must
be made by such Borrower. The analysis shall be performed based upon (a)
reasonable projections of the expenses to be paid from the Escrow Funds and
(b) that as such expenses come due, the Escrow Funds balance shall at all
times be sufficient to effect the payment of such expenses, unless a lower
amount is required by applicable law. Each Borrower must receive a
statement of this analysis. The analysis also must determine whether there
is a surplus or deficiency in such Borrower's Escrow Funds.

10.3.2 ESCROW FUND SURPLUS. A surplus in a Borrower's Escrow Funds shall
be refunded to such Borrower or taken into consideration in determining the
amount to be collected for Escrow Funds.

10.3.3 ESCROW FUND DEFICIENCY. Where it is determined that a deficiency
exists in such Borrower's Escrow Funds, such Borrower may be requested to
pay the shortage in full or the deficiency may be taken into consideration
in determining the amount to be collected for Escrow Funds during the next
twelve months.

Section 10.4 RECORDS

10.4.1 ESCROW FUNDS RECORDS. The Servicer shall keep records of Escrow
Funds collected from each Borrower.

10.4.2 ESCROW OBLIGATIONS RECORDS. The Servicer must maintain accurate
records of the imposition of Escrow Item obligations and the payment of
Escrow Items.

Section 10.5 ESCROW WAIVER

10.5.1 WAIVER CONDITIONS. For any Mortgage Loan (other than a GPM or
GPARM Loan which provides for negative amortization in the future) that has
amortized down

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so that its current LTV is 80% or less, the Servicer may waive the
Borrower's future obligation to make Escrow Funds payments provided:

(a) the Unpaid Principal Balance of such Mortgage Note divided
by the value of the Mortgaged Property based on an appraisal
made within 60 days of the date of determination is 80% or
less;

(b) such Mortgage Loan is at least 12 months old; and

10.5.2 WAIVER RESCISSION. The Servicer shall enforce the Escrow Funds
requirements with respect to any Mortgage Loan if the related Borrower fails to
act responsibly in making the required payments.

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ARTICLE 11

COLLECTION AND SERVICING PRACTICES

Section 11.1 GENERAL SERVICING REQUIREMENTS

11.1.1 SERVICING PRACTICES. The Servicer agrees to service Mortgage
Loans in accordance with the requirements of this Agreement. In general,
where not otherwise expressly required by the provisions of this Agreement,
the Servicer shall service the Mortgage Loans in accordance with Prudent
Servicing Practices and generally in accordance with FNMA guidelines. As
to each Mortgage Loan, the Servicer shall take all such actions as may be
necessary to preserve the lien of the related Security Instrument upon the
related Mortgaged Property.

11.1.2 TAX RETURNS AND OTHER REPORTS. Unless otherwise instructed by
notice from the Master Servicer, the Servicer shall forward to each
Mortgagor such forms and furnish such information within the control of the
Servicer as are required by the Code to be furnished to them and shall
prepare and file annual reports required by the state authorities. By way
of example, the Servicer shall provide the Mortgagors with the reports
required under Code Sections 6050H (E.G., reporting on Form 1098 any
mortgage interest, including points, received and any reimbursements of
qualified mortgage interest) and 6050J (Abandonments and Foreclosure of
Real Property, Form 1099-A).

11.1.3 SERVICER INTERNAL CONTROLS. The Servicer shall maintain at all
times an adequate system of audit and internal controls in accordance with
Prudent Servicing Practices.

11.1.4 POOL INSURANCE COMPLIANCE. Notwithstanding any other provision
of this Agreement, the Servicer shall at all times comply with all
applicable Pool Insurance policy requirements so as to assure the full
benefit of such Pool Insurance policy to the Trustee.

11.1.5 PRIMARY MORTGAGE INSURANCE COMPLIANCE. Notwithstanding any other
provision of this Agreement, the Servicer shall at all times comply with
all applicable Primary Mortgage Insurance policy requirements so as to
assure the full benefit of such Primary Mortgage Insurance policy to the
Trustee.

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Section 11.2 DELEGATION OF DUTIES

11.2.1 PERMISSIBLE DELEGATIONS. Without the written consent of the
Master Servicer authorizing further delegations, the only servicing duties
which the Servicer may elect to delegate, by agency, subcontract or
otherwise, and the only categories of such delegees, are as follows:

(a) professional collection agencies to perform those duties and
functions for the collection of delinquent amounts due on
any Mortgage Loan that are customarily performed by such
agencies in the locality where the related Mortgaged
Property are located;

(b) title insurance companies, escrow companies and trust
companies to issue or provide reports reflecting the
condition of title to any Mortgaged Property and services
incidental to the foreclosure or acquisition in lieu of
foreclosure of any Mortgaged Property, or the sale or
disposition of any Mortgaged Property acquired by the
Servicer;

(c) attorneys licensed to practice in the state where the
related Mortgaged Property is located to perform customary
legal services in connection with the foreclosure or
acquisition of such Mortgaged Property or the sale or
disposition of such Mortgaged Property acquired by the
Servicer at or in lieu of foreclosure, or for the collection
of delinquent sums owed on any Mortgage Loan;

(d) professional property inspection companies and appraisers to
conduct routine inspections of, and provide written
inspection reports on, any Mortgaged Property as required by
this Agreement;

(e) title companies, escrow companies and real estate tax
service companies to provide periodic reports as to the
amount of real estate taxes due on any Mortgaged Property
and the due date or dates of each required installment;

(f) credit bureaus or credit reporting companies to provide
credit reports on Borrowers or persons who have applied to
assume any Mortgage Loans;

(g) construction companies, contractors and laborers to provide
labor, materials and supplies necessary to protect, preserve
and repair any Mortgaged Property as required by this
Agreement;

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(h) lock box providers or payment processing administrators to
provide payment processing services;

(i) hazard insurance servicing companies to provide periodic
reports as to the amount of hazard insurance premiums due on
any Mortgaged Property and the Due Date or Due Dates of each
required premium payment; and

(j) such other third party service providers as the Servicer, in
accordance with Prudent Servicing Practices, may deem
appropriate.

11.2.2 DELEGEE'S QUALIFICATIONS. The Servicer shall assure that each
Person retained to provide any of the services set forth in Section 11.2.1
hereof is fully licensed and holds all required Federal, State or local
governmental franchises, certificates and permits necessary to conduct the
business in which he is engaged and that such Person is reputable,
knowledgeable, skilled and experienced and has the necessary personnel,
facilities and equipment required to provide the services for which he is
retained.

11.2.3 RESPONSIBILITY FOR COSTS. Any Person retained in accordance with
Section 11.2.1 hereof shall be retained solely for the Servicer's account
and at the Servicer's sole expense and shall not be deemed to be an agent
or representative of the Trustee, its successors or assigns, or the Master
Servicer or its successors or assigns.

11.2.4 SERVICER'S LIABILITY. The Servicer shall remain liable to the
Master Servicer for the performance of the Servicer's duties and
obligations under this Agreement, notwithstanding the delegation of any
servicing function pursuant to this Section 11.2.

Section 11.3 DUE-ON-SALE CLAUSE ENFORCEMENT

11.3.1 ENFORCEMENT REQUIREMENT. The Servicer is required to enforce the
Due-on-Sale Clause on any Mortgage Loan to the extent permitted by
applicable law upon the transfer of title of the related Mortgaged Property
unless (a) a Mortgage Loan is assumable pursuant to the terms of the
related Mortgage Note Assumption Rider, or (b) enforcement of the Due-on-
Sale Clause will jeopardize the Primary Mortgage Insurance coverage on such
Mortgage Loan.

11.3.2 LITIGATION CONSIDERATIONS. Where, in the Servicer's judgment,
the issue of enforceability is reasonably expected to be litigated, the
Servicer shall obtain the written consent of the Master Servicer before
enforcing any Due-on-Sale Clause.

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11.3.3 APPROVAL REQUIREMENT. In all circumstances of an unapproved
transfer of a Mortgaged Property initiated by the Borrower, the Servicer is
required to promptly notify the Master Servicer and, where applicable, the
respective Primary Mortgage Insurer and/or the respective Pool Insurer, of
such transfer and obtain written approval before initiating enforcement
proceedings.

11.3.4 EXEMPT TRANSACTIONS. (a) The Servicer shall not be required to
enforce the due-on-sale (or transfer) provision of this Agreement for
certain types of property transfers or related transactions. The Servicer
shall process these exempt transactions without the approval or
notification of the Master Servicer. In each case, the Mortgaged Property
shall remain subject to the lien of the related Mortgage Loan, and each
transferee or grantee described below shall take subject to such lien. The
following transactions shall be deemed to be exempt transactions and shall
require the review and approval of the Servicer only prior to transfer:

(i) a transfer of the Mortgaged Property to the surviving party on
the death of a joint tenant or a tenant by the entirety;

(ii) a transfer of the Mortgaged Property to a junior lienholder as
the result of a foreclosure or the acceptance of a deed in lieu
of foreclosure for the subordinate mortgage;

(iii) a transfer of the Mortgaged Property (or, if the Borrower is an
INTER VIVOS revocable trust, a transfer of a beneficial interest
in such trust) to a relative of a deceased Borrower (or, in the
case of an INTER VIVOS revocable trust Borrower, to a relative of
the individual who established the trust), provided that the
transferee will occupy the Mortgaged Property;

(iv) a transfer of the Mortgaged Property (or, if the Borrower is an
INTER VIVOS revocable trust, a transfer of a beneficial interest
in such trust) to the spouse, child(ren), parent(s), brother(s),
or sister(s), grandparent(s), or grandchild(ren) of the Borrower
(or, in the case of an INTER VIVOS revocable trust Borrower, of
the individual who established the trust), provided that the
transferee will occupy the Mortgaged Property;

(v) a transfer of the Mortgaged Property (or, if the Borrower is an
INTER VIVOS revocable trust, a transfer of a beneficial interest
in such trust) to a spouse of the Borrower (or, in the case of an
INTER VIVOS revocable trust Borrower, of the individual who
established the trust) under a divorce decree or legal separation
agreement or from an incidental property

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settlement agreement, provided that the transferee will occupy
the Mortgaged Property;

(vi) a transfer of a Mortgaged Property that is jointly owned by
unrelated co-borrowers from one of the Borrowers to the other,
provided that the Borrower who is gaining full ownership of the
Mortgaged Property shall continue to occupy it and the transfer
occurs after at least 12 months have elapsed since the Mortgage
Loan was closed;

(vii) a transfer of the Mortgaged Property (or, if the Borrower is an
INTER VIVOS revocable trust, a transfer of a beneficial interest
in such trust) into an INTER VIVOS revocable trust (or, if the
Borrower is an INTER VIVOS revocable trust, into a new trust), so
long as the Borrower (or the individual who established the
original INTER VIVOS revocable trust) will be the beneficiary of
the trust and the occupant of the Mortgaged Property;

(viii) the granting of a leasehold interest in the Mortgaged Property
that has a term of three or fewer years and does not provide an
option to purchase the Mortgaged Property, or a renewal option
that would allow the term to extend beyond three years;

(ix) the creation of a subordinate lien upon the Mortgaged Property,
provided that there is no transfer of occupancy rights therein;
or

(x) the creation of a purchase money security interest for household
appliances which are situated in or upon the Mortgaged Property.

(b) If the individual or entity transferring the Mortgaged Property
requests a release of liability, the Servicer must review the credit and
financial capacity of the individual or entity receiving the Mortgaged
Property. The Servicer may approve the release of liability if it believes
the recipient is capable of assuming the mortgage obligations and, where
applicable, with the consent of the respective Primary Mortgage Insurer
and/or the respective Pool Insurer. If the Servicer does not believe that
the recipient is credit worthy or if the consent of the respective Primary
Mortgage Insurer and/or the respective Pool Insurer is required but not
obtained, the Servicer shall deny the request for the release of liability,
although the transfer may still be processed without the release. If the
request is denied based solely on the Primary Mortgage Insurer's or the
respective Pool Insurer's decision, the denial letter should state that
fact.

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(c) The Servicer shall advise (i) each insurance company providing Hazard
Insurance and Flood Insurance, where applicable, (ii) the relevant tax
authorities, where applicable, (iii) the respective Primary Mortgage
Insurer and/or the respective Pool Insurer and (iv) other interested
parties when it processes transactions under this Section 11.3.4. The
Master Servicer does not need to be notified about such a transaction
unless the Servicer agrees to a release of liability under Section
11.3.4(b).

Section 11.4 ASSUMPTIONS

11.4.1 ASSUMPTION REQUIREMENTS. Any Assumption permitted under this
Agreement shall be performed in accordance with Prudent Servicing
Practices. In connection with an Assumption of an assumable Mortgage Loan,
the Servicer shall process such Assumption as provided for in the Mortgage
Note or the Mortgage Note Assumption Rider and shall verify that:

(a) no material term of the Mortgage Note (including, but not
limited to, the Mortgage Interest Rate, the remaining term
to maturity, the Gross Margin, the Index, the Maximum
Lifetime Mortgage Interest Rate, the Minimum Lifetime
Mortgage Interest Rate, and any Periodic Rate Cap or any
Periodic Payment Cap) may be changed in connection with such
Assumption;

(b) that the new Borrower qualifies for credit under the Master
Servicer's criteria and standards for similar loans;

(c) where applicable, the respective Primary Mortgage Insurer,
and/or the respective Pool Insurer has in advance approved
in writing such Assumption of such Mortgage Loan by the new
Borrower and such Mortgage Loan will continue to be insured
by such Primary Mortgage Insurer and/or such Pool Insurer;

(d) the documents relating to such Assumption (i) create a valid
and enforceable promise to pay the Unpaid Principal Balance
of the related Mortgage Loan, together with interest thereon
in accordance with the related Mortgage Note by the new
Borrower and (ii) the related Security Instrument continues
to evidence a valid and perfected first lien on the related
Mortgaged Property; and

(e) such Mortgage Loan will continue to be a valid first
priority security interest upon the related Mortgaged
Property.

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11.4.2 APPROVAL AND RELEASE. In connection with an Assumption of an
assumable Mortgage Loan and in accordance with the provisions of the
related Mortgage Loan Documents, upon such verification, (a) the Servicer
may approve such Assumption and (b) only with the prior written approval
of, where applicable, the Primary Mortgage Insurer and/or the Pool Insurer,
unless such approval is precluded by the terms of the Mortgage Loan
Documents, release the previous Borrower from liability.

11.4.3 NOTIFICATION OF ASSUMPTION. The Servicer shall notify the Master
Servicer of any Assumption by the eighteenth calendar day of the month
following the month in which the Assumption took place using the Assumption
Report and shall provide to the Custodian the original assumption
agreement.

11.4.4 ASSUMPTION FEES. Subject to applicable law or regulation and the
provisions of the related Mortgage Note, the Servicer may charge the
Borrower and retain a reasonable and customary assumption fee. Such fee is
receivable only from the Borrower directly and may not be withdrawn from
any of the custodial accounts maintained hereunder.

11.4.5 DISCLOSURE REQUIREMENT. In connection with an Assumption of an
assumable Mortgage Loan, the Servicer shall make all disclosures required
by applicable law.

Section 11.5 PARTIAL RELEASES AND EASEMENTS

11.5.1 PREREQUISITES. The Servicer must take the following actions
prior to permitting the grant of a partial release of a Mortgaged Property
from the lien of the related Security Instrument, easement, consent to
substantial alterations and any other changes affecting the related
Mortgage Loan or such Mortgaged Property:

(a) where applicable, obtain the respective Primary Mortgage
Insurer's and/or the respective Pool Insurer's prior written
approval;

(b) if the value of the released property is more than five
thousand ($5,000) dollars, obtain an acceptable Appraisal
Report showing the current market value of such Mortgaged
Property before and after the release and showing
individually both the value of the land and of the
improvements thereon;

(c) ensure that any and all cash consideration received at least
equals the current market value of property or rights to be
released regarding such Mortgaged Property;

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(d) ensure that any and all cash consideration received is
applied to the Unpaid Principal Balance of such Mortgage
Loan to the extent of the diminution of the value of such
Mortgaged Property;

(e) cause all legal documents for the transaction to be
reviewed;

(f) ensure that such Mortgaged Property, following such release
or change, adequately secures the Unpaid Principal Balance
of the Mortgage Loan and accrued interest thereon and that
the related Loan-to-Value ratio will not be greater than
80%, after giving effect to clause (d) hereof; and

(g) obtain written notification from the respective Title
Insurer that the related Title Insurance policy remains
fully in effect with respect to such Mortgaged Property, as
modified, following such release or change.

11.5.2 RELEASE OR MODIFICATION OF LIEN. With the consent, where
applicable, of the respective Primary Mortgage Insurer, and/or the
respective Pool Insurer, the Servicer may approve applications for partial
release of a Mortgaged Property from the lien of the related Security
Instrument, easements, consent to substantial alterations and any other
changes affecting the related Mortgage Loan or such Mortgaged Property if
the perquisites in Section 11.5.1 have been satisfied. The Servicer shall
promptly notify the Master Servicer of any approval under Section 11.5.1.
and this Section 11.5.2 affecting the lien upon a Mortgaged Property.

11.5.3 MASTER SERVICER'S APPROVAL. If the Servicer is not able to meet
the prerequisites specified in Section 11.5.1 or if the amount of
consideration received is less than the reduction in the value of the
Mortgaged Property due to the partial release or other changes, the
Servicer must obtain the approval of the Master Servicer prior to
permitting an application described in Section 11.5.2. The Servicer shall
furnish such information as the Master Servicer shall request in connection
with an application under this Section 11.5.3.

Section 11.6 RECORDATION OF ASSIGNMENTS

11.6.1 RECORDATION REQUIREMENT. Regarding the initial acquisition of
the Mortgage Loans pursuant to the Sales Agreement, the Servicer must, at
its own expense, record the Assignment of each Security Instrument to the
Trustee or, if applicable, to the Trust Administrator on behalf of the
Trustee, as well as any previously unrecorded intervening Assignments. If
any such Security Instrument or Assignment is not recorded within the later
to occur of (i) the date 120 days after the acquisition of the a Mortgage
Loan by the Trustee or, if applicable, the Trust Administrator on behalf of

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the Trustee, if the Servicer has been servicing such Mortgage Loan from the
Trustee's or, if applicable, the Trust Administrator's date of acquisition
or (ii) the date 120 days after the date the Servicer began servicing such
Mortgage Loan, the Master Servicer shall have the right to so effect such
recordation at the Servicer's expense.

11.6.2 EXTENSION OF RECORDING PERIOD. The time to record an Assignment
of a Security Instrument may be extended from the end of permissible
recordation period set forth in Section 11.6.1 if the Servicer provides an
Officer's certificate acceptable to the Master Servicer certifying that the
Servicer has used its best efforts to complete the recordation process for
the Security Instrument and/or Assignment, as applicable, and that the
factors preventing completion of the recordation process are beyond the
Servicer's control.

11.6.3 DELIVERY REQUIREMENT. Promptly following the recordation of any
Security Instrument or an Assignment, the Servicer shall deliver to the
Custodian, unless otherwise directed in writing by the Master Servicer,
such Security Instrument or Assignment bearing evidence of recordation or,
if the original Security Instrument or Assignment is retained by the
recording office, a certified copy of the original recorded Security
Instrument or Assignment.

11.6.4 WAIVER OF RECORDATION. The Master Servicer shall generally
require the Servicer to record an Assignment of the Security Instrument for
each Mortgage Loan to the Trustee or, if applicable, to the Trust
Administrator on behalf of the Trustee. However, the recordation
requirement with respect to an Assignment may be waived for a Mortgage Loan
if (a) the related Mortgaged Property is in a state in which recordation of
such an Assignment is not required to protect the Trustee's right, title
and interest in and to the related Mortgage Loan and (b) the Seller or the
Servicer has delivered to the Master Servicer an Opinion of Counsel,
acceptable to the Master Servicer, to that effect.

Section 11.7 GENERAL SERVICING CONSIDERATIONS

11.7.1 ABANDONMENT. If the Servicer discovers that any Mortgaged
Property is not occupied, the Servicer must immediately attempt to contact
the Borrower in order to determine the reason for the vacancy. If the
Servicer determines that such Mortgaged Property has been abandoned, the
Servicer, at its own expense, must take all necessary actions to protect
such Mortgaged Property from waste, damage and vandalism. Such expenses
shall be recoverable by the Servicer solely from the Liquidation Proceeds
of the related Mortgage Loan, if any, or directly from the Borrower.

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11.7.2 BUYDOWN FUNDS. The Servicer must distribute any Buydown Funds in
each Custodial Buydown Account in accordance with the terms of the
applicable Buydown Agreement.

11.7.3 NOTIFICATION MATTERS. Based upon information obtained pursuant
to its obligations under Section 12.2.6, the Servicer shall (i) maintain
accurate records of and (ii) except in the case of paragraph (f) hereof
involving a monetary default of the Borrower addressed by Article 12
hereof, immediately notify the Master Servicer upon discovering any of the
following:

(a) deterioration of, waste of, or lack of repair to, any
Mortgaged Property, which materially and adversely affects
the Value of such Mortgaged Property and the Borrower
refuses or is not financially able to make the necessary
repairs;

(b) sale or transfer of any Mortgaged Property in a manner not
approved by the Servicer pursuant to the provisions of this
Agreement;

(d) abandonment of any Mortgaged Property;

(e) a material default, determined in accordance with Prudent
Servicing Practices, under the terms of any Security
Instrument, Mortgage Note, Condominium Project or PUD
constituent document or similar obligations of a Borrower;
or

(f) any other situation that may materially and adversely affect
the value of any Mortgage Loan.

11.7.4 EMINENT DOMAIN. The Servicer must submit appropriate
recommendations and documentation to the Master Servicer and, where
applicable the respective Primary Mortgage Insurer and/or the respective
Pool Insurer, of any taking by eminent domain if:

(a) the Mortgaged Property will be taken in whole and the consideration to
be paid to the Borrower will be insufficient to satisfy the Unpaid
Principal Balance (plus any unreimbursed Advances) of the related
Mortgage Loan, or

(b) the Mortgaged Property will be taken in part and (i) the ratio of the
(A) Unpaid Principal Balance (plus any unreimbursed Advances) of the
Mortgage Loan to

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(B) the Current Value of the remaining Mortgaged Property is higher
than (ii) the LTV ratio of the Mortgage Loan immediately before the
taking, even after applying any consideration to the Unpaid Principal
Balance of the Mortgage Loan.

The Servicer must take all steps necessary to prevent loss of any Primary
Mortgage Insurance or Pool Insurance benefits due to any taking by eminent
domain.

11.7.5 LATE CHARGES. Late charges may not be assessed unless a Borrower
failed to make payments in accordance with the Mortgage Note.

Section 11.8 BORROWER BANKRUPTCY

11.8.1 SERVICER'S DUTY. The Servicer shall be responsible for
representing the interests of the Trustee in any bankruptcy proceedings
involving a Borrower.

11.8.2 RESPONSIBILITY FOR COSTS. The costs of protecting the interests
of the Trustee shall be advanced by the Servicer and are not (a) chargeable
to the related Borrower's Escrow Funds or (b) reimbursable from the Master
Servicer.

11.8.3 CHALLENGE BANKRUPTCY REDUCTIONS. If the bankruptcy judge or
trustee should propose to (a) reduce the Unpaid Principal Balance of a
Mortgage Note, (b) reduce the related Mortgage Interest Rate, (c) extend
the final maturity of such Mortgage Note, or (d) reduce the level of any
monthly payment on such Mortgage Note, the Servicer shall (i) challenge any
such modification on a timely basis, (ii) notify the Master Servicer
immediately and (iii) follow the Master Servicer's instructions regarding
the bankruptcy proceedings, and in the absence of explicit instructions,
exercise reasonable judgment to protect the interests of the Trustee.

11.8.4 BANKRUPTCY ADJUSTMENTS. If the action of any court results in a
Deficient Valuation or Debt Service Reduction, the Servicer shall provide a
calculation of the effects of such modification notifying the Master
Servicer of the new principal balance, Mortgage Interest Rate, new final
maturity, or monthly payment level, as the case may be, of such Mortgage
Loan.

11.8.5 BANKRUPTCY PLAN SURVEILLANCE. With respect to each Mortgage Loan
which is the subject of a Deficient Valuation or a Debt Service Reduction,
the Servicer shall verify that payments are being made in accordance with
the plan approved in the related bankruptcy proceedings.

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ARTICLE 12

DELINQUENCY MANAGEMENT

Section 12.1 IN GENERAL

12.1.1 SERVICING PRACTICES. The provisions set forth in this Article
constitute the minimum guidelines and procedures for servicing Delinquent
Mortgage Loans. The Servicer must use collection procedures which meet or
exceed these guidelines. The Servicer's procedures must be sufficient for
promptly dealing with delinquencies. The Master Servicer retains the right
to require the Servicer to perform additional collection procedures which
the Master Servicer deems, in its reasonable discretion, necessary to
realize the objectives set forth herein or otherwise to protect the
interests of the Trustee.

12.1.2 SERVICER'S CAPABILITIES. The Servicer's collection staff must be
sufficiently skilled in financial counseling and mortgage servicing
techniques to assist a Borrower to bring his Mortgage Loan current and to
protect his equity and credit rating, while at the same time protecting the
interests of the Trustee and of the Master Servicer.

12.1.3 SERVICING OBJECTIVES. The purpose of any collection effort is to
cure a Delinquency in the shortest possible time. The Servicer should
treat each Delinquency individually. Discussions with the Borrower must
cover the cause of such Delinquency and the time frame in which such
Delinquency shall be cured. The Servicer should use notices, letters,
telegrams, telephone calls, face-to-face contact and other responsible
collection techniques consistent with Prudent Servicing Practices. The
Servicer is required to maintain all collection records. The Servicer must
vary its collection techniques to fit individual circumstances, avoiding a
fixed collection pattern which may be ineffective in dealing with
particular Borrowers. The Servicer should recognize the importance of
telephone and face-to-face contact in any collection program. As part of
its collection procedures, the Servicer shall closely monitor all newly
originated Mortgage Loans.

12.1.4. SERVICER'S EXPENSES. Unless otherwise specified, the cost of any
of the servicing procedures detailed in this Agreement shall be borne
solely by the Servicer. The Servicer may not charge such expenses against
the Borrower's Escrow Funds. The foregoing shall not preclude the Servicer
from recovering such expenses from the Borrower to the extent permitted by
applicable law and the related Mortgage Loan Documents.

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Section 12.2 DELINQUENCY SERVICING PROCEDURES

12.2.1 LATE NOTICE. A late notice shall be mailed by the Servicer to
the Borrower by the 18th day of such Delinquency.

12.2.2 TELEPHONIC INQUIRY. The Servicer shall use best efforts to make
telephone contact with the Borrower by the 22nd day of such Delinquency.

12.2.3 NOTICE OF DEFAULT. Notification of default of such Mortgage Loan
shall be mailed by the Servicer to the Borrower by the 35th day of such
Delinquency.

12.2.4 BORROWER INTERVIEW. The Servicer shall comply with applicable
FNMA and FHLMC requirements with regard to Borrower interviews.

12.2.5 CONTINUING CONTACTS. If satisfactory arrangements have not been
made to cure such Delinquency by the 90th day, the Servicer must continue
to contact the Borrower until either the related Mortgage Loan has been
brought current or the Servicer has made a recommendation in writing to the
Master Servicer for foreclosure of such Mortgaged Property or other action.

12.2.6 PROPERTY INSPECTION. The Servicer is required to inspect each
Mortgaged Property no later than the 60th day of the Delinquency if no
satisfactory arrangements have been made to cure such Delinquency of the
related Mortgage Loan. The inspection should determine the physical
condition and the occupancy status of such Mortgaged Property. The
Servicer is required to inspect such Mortgaged Property monthly after the
60th day of such Delinquency until such Delinquency is cured or the related
Mortgage Loan is Liquidated. The results of any inspection should be used
in determining whether a recommendation for foreclosure or for the transfer
of deed-in-lieu of foreclosure is necessary. The Servicer must prepare a
Property Inspection Report following each inspection. All Property
Inspection Reports must be retained by the Servicer and copies thereof must
be forwarded to the Master Servicer promptly upon request. All expenses
related to the foregoing shall be borne by the Servicer and such expenses
shall not be recoverable by the Servicer from the Master Servicer or the
Principal or from Liquidation Proceeds, Insurance Proceeds, payments on the
related Mortgage Loan or any other source relating to the related Mortgage
Loan or the related Mortgaged Property. The foregoing shall not preclude
the Servicer from recovering such expenses from the Borrower to the extent
permitted by applicable law and the related Mortgage Loan Documents.

Section 12.3 RELIEF OF BORROWERS

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12.3.1 SERVICER'S ROLE. The Servicer shall be readily available to
Borrowers to offer skilled financial counsel and advice and shall make
personal contact with delinquent Borrowers as often as possible to achieve
a solution that will bring the Mortgage Loan current as soon as possible.
The Servicer shall be fully familiar with the form of relief to Borrowers
provided for herein and shall employ such relief.

12.3.2 SERVICER'S DISCRETION. The Servicer shall have reasonable
discretion to extend appropriate relief to Borrowers who encounter hardship
and who are cooperative and demonstrate proper regard for their
obligations. However, no such relief shall be granted to any Borrower
under a Mortgage Loan unless the Servicer reasonably believes that there is
a reasonable expectation that such Borrower shall bring his Mortgage Loan
current within 180 days following the onset of Delinquency. Further,
without the consent of the Master Servicer, no such relief shall be granted
other than with respect to a Mortgage Loan that has at least a 31-day
Delinquency.

12.3.3 RELIEF REQUIREMENT. Prior to granting relief with respect to a
delinquent Mortgage Loan as herein provided, the Servicer shall ascertain
that (i) the reasons for the default and (ii) the attitude and
circumstances of such Borrower justify the relief to be granted.

12.3.4 PRIMARY MORTGAGE INSURANCE CONSIDERATIONS. Where applicable, the
Servicer shall satisfy all requirements under the applicable Primary
Mortgage Insurance policy regarding the relief granted with respect to a
delinquent Mortgage Loan.

12.3.5 RESPONSIBILITY FOR COSTS. The Servicer is responsible for
collection from such Borrower of any recording or similar costs or expenses
incidental to the granting of relief with respect to a delinquent Mortgage
Loan.

12.3.6 FORBEARANCE PLAN. (a) Where relief is appropriate, the Servicer
shall arrange with a Borrower a "Forbearance Plan" giving such Borrower a
definite period in which to reinstate his Mortgage Loan by immediately
commencing payments in excess of the regular Monthly Payments. Without the
prior written consent of the Master Servicer, special forbearance relief
agreements reducing or suspending the regular Monthly Payment of the
related Mortgage Loan for a specified period of time are not permitted. To
the extent that (i) the priority of the lien represented by such Mortgage
Loan remains in effect and is not adversely affected, (ii) where
applicable, the related Primary Mortgage Insurance policy remains in full
force and effect and (iii) where applicable, the related Pool Insurance
policy remains in full force and effect, the Servicer, in its discretion,
may enter into a Forbearance Plan that provides that the total amount owed
during such Delinquency, including costs and expenses, will be repaid
within the shortest period practicable, commencing immediately. With
respect to such

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Mortgage Loan, the Forbearance Plan shall provide that such Delinquency
will be cured within 180 days after the Due Date of the earliest unpaid
installment, unless the Master Servicer and, where applicable, the
respective Pool Insurer and/or the respective Primary Mortgage Insurer,
consent to a longer period of time. The Forbearance Plan for such Mortgage
Loan shall be set forth in writing and executed by the Borrower and by the
Servicer in the form of a letter agreement if the earliest unpaid
installment is more than 60 days past due.

(b) With the consent of the Master Servicer, the Servicer may modify the
payment terms of Mortgage Loans that are in default, or as to which default
is reasonably foreseeable; provided that no such modification shall reduce
the Unpaid Principal Balance of such Mortgage Loan or permanently reduce
the Mortgage Interest Rate of such Mortgage Loan; and provided further that
prior to entering into any such modification the Servicer and the Master
Servicer shall determine that such modification is likely to increase the
proceeds of such Mortgage Loan over the amount expected to be collected
pursuant to a foreclosure or other similar procedure.

12.3.7 ACCOMMODATION LIMITATIONS. No modification, recast, extension,
or capitalization of delinquent payments of a Mortgage Loan other than as
provided in Section 12.3.6 hereof shall be permitted with respect to a
Mortgage Loan.

12.3.8 POOL INSURANCE CONSIDERATIONS. Where applicable, the Servicer
shall satisfy all requirements under the applicable Pool Insurance policy
regarding the relief granted with respect to a delinquent Mortgage Loan,
including, without limitation, securing the prior written consent of the
respective Pool Insurer regarding (a) any change in any term of such
Mortgage Loan, (b) the release of the related Borrower from any liability
related to such Mortgage Loan, or (c) the release of any portion of, or
interest in, the Mortgaged Property from the lien of the related Security
Instrument.

Section 12.4 SPECIAL DELINQUENCY SERVICING CONSIDERATIONS

12.4.1 ADVANCE RESPONSIBILITY DURING DELINQUENCY. In the event of a
Delinquency with respect to a Mortgage Loan, the Servicer agrees to advance
from its own funds the full amount of Monthly Payments (which may be net of
the related Servicing Fee) for such Mortgage Loan. These advances shall
provide the Trustee with a regular flow of funds on such delinquent
Mortgage Loan. The advance obligation stated above is in addition to any
other advance obligations which the Servicer has pursuant to the provisions
of this Agreement. The Servicer must still advance funds in accordance
with the provisions of this Agreement even if a forbearance has been
granted.

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12.4.2 PRIMARY MORTGAGE INSURANCE COMPLIANCE. Where applicable, the
Servicer shall be familiar with and shall satisfy all requirements of the
applicable Primary Mortgage Insurance policy with respect to a delinquent
Borrower. The Servicer shall have adequate controls to assure timely
filing of all notices to the appropriate Primary Mortgage Insurer. The
Servicer shall prepare and file all appropriate claims with respect to the
applicable Primary Mortgage Insurance policy, and the Servicer shall
prepare and deliver to the Master Servicer copies of all claims forms and
other papers received from or presented to any Primary Mortgage Insurer in
connection with any claims presented under any such policy, unless the
Servicer is otherwise instructed by the Master Servicer.

12.4.3 POOL INSURANCE COMPLIANCE. Where applicable, the Servicer shall
be familiar with and shall satisfy all requirements of the applicable Pool
Insurance policy with respect to a delinquent Borrower. The Servicer shall
have adequate controls to assure timely filing of all notices to the
appropriate Pool Insurer. Copies of all such notices shall be sent to the
Master Servicer upon request. The Servicer shall prepare and file all
appropriate claims with respect to the applicable Pool Insurance policy,
and the Servicer shall prepare and deliver to the Master Servicer copies of
all claims forms and other papers received from or presented to any Pool
Insurer in connection with any claims presented under any such policy,
unless the Servicer is otherwise instructed by the Master Servicer.

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ARTICLE 13

FORECLOSURE ADMINISTRATION

Section 13.1 FORECLOSURE PREREQUISITES

13.1.1 FORECLOSURE/ALTERNATIVE TO FORECLOSURE INITIATION. (a) When a
Borrower reaches the 90th day of Delinquency and the Servicer has exhausted
all reasonable means of curing the Delinquency, the Servicer shall either
begin the foreclosure process or suggest an alternative to foreclosure in
accordance with Prudent Servicing Practices. In conjunction with the
Servicer's decision to begin the foreclosure action or seek an alternative
to foreclosure, the Servicer shall provide written notice to the Master
Servicer and, where applicable, the respective Primary Mortgage Insurer
and/or the respective Pool Insurer no later than ten days after the
initiation of foreclosure proceedings or the alternative to foreclosure.
Notwithstanding anything to the contrary in this Section 13.1.1, the Master
Servicer may direct the Servicer to stop the foreclosure action or to
modify any alternative to foreclosure. The Servicer shall prepare all
necessary documentation to initiate the foreclosure proceedings.

(b) Notwithstanding anything to the contrary in this Section 13.1, if the
Master Servicer has entered into a special servicing agreement pursuant to
Section 3.08 of the Pooling and Servicing Agreement, the Master Servicer
may direct the Servicer to commence foreclosure proceedings as contemplated
by such special servicing agreement.

13.1.2 FORECLOSURE EXPENSES. All fees and expenses shall be consistent
with FNMA standards and, where applicable, shall not exceed those permitted
under the respective Pool Insurance policy and/or the respective Primary
Mortgage Insurance policy. Fees in excess of the amount permitted by FNMA
guidelines or extraordinary legal services must be approved in writing in
advance by the Master Servicer, and, where applicable, by the respective
Primary Mortgage Insurer or the respective Pool Insurer, as the case may
be, if required by the applicable policy. All attorneys' fees, and other
costs in excess of FNMA's standards in respect of any foreclosure or
acquisition in lieu of foreclosure shall be identified in advance and a
detailed estimate of the amounts thereof shall be set forth in the
Servicer's written recommendation. The billing by a foreclosure attorney
must demonstrate the appropriateness of any extraordinary fees by the
services required. In cases of full or partial reinstatement of the
related Mortgage Loan, the fees shall be reasonable and in proportion to
the authorized fee for services rendered for a completed foreclosure.
Unless otherwise expressly agreed in writing, neither the Master Servicer,
any of its Affiliates, their respective officers, directors,

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employees, agents, successors or assigns, the Trustee nor, if applicable,
the Trust Administrator shall be liable for any attorneys' fees, trustees'
fees, witness fees, title search fees, court costs or other expenses
incurred by the Servicer in respect of any foreclosure or acquisition in
lieu of foreclosure, except to the extent that such fees, costs and
expenses are fully reimbursable under a Primary Mortgage Insurance policy
and in fact are reimbursed.

13.1.3 HAZARDOUS WASTES. In the event that the Mortgaged Property,
related to a Mortgage Loan which is being considered for liquidation by
foreclosure or the transfer of a deed-in-lieu of foreclosure, contains, and
the Servicer has reason to believe that it contains, hazardous or regulated
substances which may impose liability, for damages, remediation or
otherwise, upon the owner of such Mortgaged Property pursuant to Federal,
State or local law, the Servicer shall not, except with the express prior
written approval of the Master Servicer, which approval makes specific
reference to the presence of such hazardous or regulated substances,
undertake or continue the process of foreclosure with respect to such
Mortgaged Property.

Section 13.2 DEED-IN-LIEU OF FORECLOSURE

13.2.1 CONDITIONS. If the Master Servicer and the respective Primary
Mortgage Insurer and/or the respective Pool Insurer, if applicable, have
approved the liquidation of a Mortgage Loan by accepting a deed-in-lieu of
foreclosure of the related Mortgaged Property, the Servicer may accept such
deed without any further action or approval by the Master Servicer or,
where applicable, the respective Primary Mortgage Insurer and/or the
respective Pool Insurer, provided that:

(a) the Servicer determines that the pursuit of a deficiency
judgment is not practical or warranted;

(b) the Mortgaged Property has been listed for sale at a market
value for three months or more without a reasonable sales
offer;

(d) the acceptance of the deed-in-lieu of foreclosure will
enable the Trustee to acquire the Mortgaged Property earlier
than under a foreclosure action;

(e) the Borrower acknowledges in writing that the deed is being
accepted as an accommodation to him or her;

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(f) where applicable, the respective Primary Mortgage Insurer
and/or the respective Pool Insurer has agreed to the
acceptance of a deed-in-lieu;

(g) the Borrower has not received cash consideration to deed the
Mortgaged Property over to the Trustee, unless the Master
Servicer otherwise approves;

(h) the Borrower can convey acceptable marketable title,
evidenced by a Title Insurance policy;

(i) the Mortgaged Property is vacant (unless, where applicable,
the respective Primary Mortgage Insurer and/or the
respective Pool Insurer has agreed to accept an occupied
property);

(j) the Mortgaged Property is not subject to liens (held by
others), judgments, or attachments; and

(k) the Borrower agrees to assign and transfer to the benefit of
the Trustee, where applicable, any rents if the Mortgaged
Property is rented, and the Servicer agrees to collect any
rental income.

13.2.2 SUBSEQUENT ACTIONS. Upon acquisition by the Trustee, the
Servicer shall promptly notify the Master Servicer and, if applicable, the
respective Primary Mortgage Insurer and/or the respective Pool Insurer,
indicating the details of the transaction and reasons for the conveyance
and providing such other information as is required under a Primary
Inspection Report to the Master Servicer and, if applicable, to the Primary
Mortgage Insurer and/or the Pool Insurer. Title shall be conveyed directly
from the Borrower to the Trustee or to such other Person designated by the
Master Servicer.

Section 13.3 ACTIONS PRIOR TO FORECLOSURE

13.3.1 NOTICE REQUIREMENTS. The Servicer shall send the Borrower a
letter, not less than 30 days before the commencement of foreclosure
proceedings, setting out (i) the nature of the default, (ii) the steps that
must be taken by the Borrower to cure the default and (iii) the date when
foreclosure proceedings will begin. If the Servicer has reason to believe
that the related Mortgaged Property has been abandoned or if the Borrower
has displayed an obvious disregard for his obligations under such Mortgage
Loan, the foregoing notice shall be forwarded at the earliest possible date
following the Borrower's default.

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13.3.2 INITIATION OF PROCEEDINGS. If foreclosure approval has not been
withheld by the Master Servicer and, where applicable, by the respective
Primary Mortgage Insurer and/or the respective Pool Insurer, with respect
to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless
it arranges for the sale by the Borrower of the Mortgaged Property to a
third party pursuant to Section 13.3.3, initiate or cause to be initiated
such foreclosure actions as are authorized by law and consistent with
practices in the locality where the Mortgaged Property is located,
including, in the case where such Mortgaged Property includes a residential
long-term lease, the succession by the Servicer to the rights of the
Borrower under the lease by foreclosure, assignment in lieu of foreclosure
or other comparable means. If such Mortgaged Property has been abandoned
or vacated by the Borrower and the Borrower has evidenced no intention of
honoring his obligations under the related Mortgage Loan, the foreclosure
process shall be expedited to the fullest extent permitted by law.

13.3.3 SHORT SALE OF DEFAULTED MORTGAGE LOANS IN LIEU OF FORECLOSURE.
With respect to any defaulted Mortgage Loan for which the Servicer would
otherwise be required to initiate foreclosure proceedings, the Servicer may
arrange for the sale of the Mortgaged Property by the Borrower to a third
party if, in the good faith judgment of the Servicer, the net proceeds from
such sale would be equal to or greater than the net proceeds of a bid
conducted in accordance with Section 13.4.2(b).

Section 13.4 FORECLOSURE PROCEDURES

13.4.1 FORECLOSURE EXPENSES. During the period in which the Mortgaged
Property related to a Mortgage Loan is being foreclosed, remaining Escrow
Funds, if any, as well as any rent receipts, shall be used to pay all taxes
and insurance premiums that become due with respect to such Mortgaged
Property to the extent permitted by law. Except where other arrangements
have been made with the applicable Primary Mortgage Insurer, the Servicer
shall, with respect to each Mortgaged Property undergoing foreclosure,
advance payment of attorneys' fees, trustees' fees and other foreclosure
costs from the commencement of foreclosure proceedings pertaining to such
Mortgaged Property.

13.4.2 BIDDING INSTRUCTIONS. (a) The Servicer shall issue bidding
instructions to the attorney or trustee in a foreclosure proceeding. Where
applicable, the Servicer shall incorporate any bidding requirements issued
by the respective Primary Mortgage Insurer and/or the respective Pool
Insurer. Any proceeds received from an insurance loss settlement shall be
included as part of the bid amount. Where a claim or claim settlement
under a Hazard Insurance or Flood Insurance policy is pending, the Servicer
shall contact the Hazard Insurance or Flood Insurance carrier to verify
that the proposed bid will not invalidate the claim, in that, in certain
jurisdictions, a bid for the

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total indebtedness will be considered as satisfaction of the debt and would
thus bar the Hazard Insurance or Flood Insurance claim.

(b) The Servicer's bidding instructions to the attorney or trustee in a
foreclosure proceeding shall be to enter a bid amount which is the lesser
of (i) the total amount of indebtedness, which shall include the Unpaid
Principal Balance, unpaid accrued interest up to, and including, the date
of the sale (calculated using the interest rate in effect for each payment
on the date it became due), any T&I Advances and other servicing Advances
including, without limitation, foreclosure costs and any reimbursable
property inspection fees or (ii) the fair market value of the related
Mortgaged Property established by a current broker's price opinion.

(c) If the Servicer is not able to comply with the bidding instructions
outlined in subsection (b) hereof, the Servicer shall request from the
Master Servicer an initial bid amount and bidding instructions for the
Servicer to follow at the applicable foreclosure sale. In no event shall
the bidding instructions from the Master Servicer supersede or invalidate
the bidding instructions provided by the respective Primary Mortgage
Insurer and/or respective Pool Insurer, where applicable.

13.4.3 BUYDOWN FUNDS USE. Unless the related Buydown Agreement provides
otherwise, the Servicer may not use Buydown Funds relating to a Mortgage
Loan to cure a Delinquency with respect to such Mortgage Loan. Any Buydown
Funds remaining in the associated Custodial Buydown Account of a Mortgage
Loan in foreclosure must be disposed of in accordance with the terms of the
related Buydown Agreement.

13.4.4 SERVICER'S RESPONSIBILITIES. Subject to the provisions of
Article Three hereof, after acquisition of a Mortgaged Property, through
foreclosure or a deed-in-lieu of foreclosure, or after the Servicer shall
have taken possession of the Mortgaged Property, whichever occurs first,
the Servicer shall be responsible for the management of such Mortgaged
Property. The Servicer shall remain responsible until possession has been
assumed by the applicable Primary Mortgage Insurer or the applicable Pool
Insurer or until such Mortgaged Property are otherwise disposed of, as the
case may be. The Servicer shall take such action as is necessary to
protect the Trustee's security or, after acquisition thereof, ownership
interest in such Mortgaged Property. Such action shall include, without
limitation, (i) management of such Mortgaged Property, (ii) maintenance of
such Mortgaged Property and (iii) if such Mortgaged Property are vacant,
protection of such Mortgaged Property against vandals and the elements.

13.4.5 CONVEYANCE DOCUMENTS. Where applicable, any conveyance by the
Servicer to the respective Primary Mortgage Insurer or the respective Pool
Insurer of a

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Mortgaged Property shall be made by the form of deed commonly used in the
particular jurisdiction where such Mortgaged Property is located. The
Servicer shall prepare the necessary documents within two weeks after the
date of sale at foreclosure or confirmation of sale, if applicable, or
within a reasonable time frame. The documents shall be forwarded to the
Master Servicer for approval and execution. After execution by the
Trustee, such documents will be returned to the Servicer for delivery to
the respective Primary Mortgage Insurer or the respective Pool Insurer
which is acquiring such Mortgaged Property.

Section 13.5 MORTGAGE LOAN REINSTATEMENT

13.5.1 BORROWER'S FULL PAYMENT. If a Borrower offers to fully reinstate
his Mortgage Loan during the foreclosure process, the Servicer shall accept
the offer. To achieve full reinstatement of his Mortgage Loan, a Borrower
shall make payment of all (i) payments due to bring such Mortgage Loan
current, (ii) attorneys' fees, (iii) trustees' fees, (iv) any additional
legal costs, (v) all applicable late fees and (vi) any other expenditures
or Advances made by the Servicer during the foreclosure process.

13.5.2 BORROWER'S PARTIAL PAYMENT. Except where otherwise required by
applicable law, the Servicer may not accept an amount in payment from a
Borrower which is less than the amount required for full reinstatement
pursuant to Section 13.5.1 hereof toward reinstatement of a Mortgage Loan
during the foreclosure process without the prior written approval from the
Master Servicer and, where applicable, the respective Primary Mortgage
Insurer and/or the respective Pool Insurer.

13.5.3 OBLIGATIONS UPON REINSTATEMENT. Upon accepting the reinstatement
of a Mortgage Loan, the Servicer shall immediately contact the appropriate
foreclosure attorney or trustee to avoid incurring additional legal costs
or fees. The Servicer must apply the reinstatement Funds upon receipt from
a Borrower in payment of the expenses enumerated in Section 13.5.1 hereof.
Upon receipt of the reinstatement funds from a Borrower the Servicer must
(i) notify the Master Servicer of the reinstatement of the related Mortgage
Loan and (ii) return to the Master Servicer, the related Mortgage Note and
other related Mortgage Loan Documents for reinclusion in the related
Mortgage Loan File.

13.5.4 CERTAIN ASSUMPTIONS PERMITTED. The Servicer is authorized,
notwithstanding the other provisions of this Article 13, to permit the
assumption of a defaulted Mortgage Loan rather than to foreclose or accept
a deed-in-lieu of foreclosure if, in the Servicer's judgment, the default
is unlikely to be cured and the assuming borrower meets the underwriting
guidelines that originally applied to such Mortgage Loan.

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ARTICLE 14

REO ADMINISTRATION

Section 14.1 GENERAL PROVISIONS

14.1.1 REO ACTION PLAN. With regard to each REO which is acquired, the
Servicer shall prepare a plan of action within 30 Business Days after the
date on which the Trustee acquires marketable title to such REO. Each plan
of action shall set forth (i) a recommendation for the most effective
manner to dispose of the REO, based on a current appraisal report, a
broker's price opinion and a market analysis; (ii) the steps to be taken by
the Servicer to secure such REO; and (iii) an estimate of the amount of
time that is required to dispose of such REO. The Servicer shall promptly
submit copies of each plan of action to the Master Servicer and, where
applicable, to the respective Primary Mortgage Insurer, and/or the
respective Pool Insurer. Unless otherwise directed by the Master Servicer,
the Servicer shall implement each plan of action in an expeditious manner.
Further, the Master Servicer may instruct the Servicer to modify any plan
of action as the Master Servicer shall direct. The Servicer shall provide
the Master Servicer with monthly progress reports with regard to each plan
of action detailing the status of the related REO and the progress achieved
in implementing the plan of action.

Section 14.2 REO SERVICING

14.2.1 REO SERVICING REQUIREMENTS. The Servicer shall service each REO
from its acquisition through its disposition and shall ensure that all
funds received with respect to such REO are deposited to the appropriate
Custodial P&I Account for remittance to the Trustee, unless the Master
Servicer has relieved the Servicer of these responsibilities by written
notification.

14.2.2 SERVICER'S RESPONSIBILITIES. In addition to any other
obligations set forth herein, upon acquisition of each REO, the Servicer
shall be responsible for:

(a) managing, maintaining, securing and, where applicable,
renting such REO until it is conveyed or sold;

(b) inspecting such REO at least once every 30 days and promptly
sending the Master Servicer an updated Property Inspection
Report upon request;

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(d) submitting recommendations for listing and soliciting offers
on such REO;

(e) marketing such REO;

(f) completing the sale of such REO;

(g) depositing sales proceeds relating to such REO into the
appropriate Custodial P&I Account for remittance to the
Trustee;

(h) where applicable, satisfying all of the Primary Mortgage
Insurer's procedural requirements and filing all required
forms and claims;

(i) where applicable, depositing Primary Mortgage Insurance or
Pool Insurance proceeds relating to such REO into the
applicable Custodial P&I Account for remittance to the
Trustee;

(j) processing the conveyance of such REO to the Primary
Mortgage Insurer, where applicable; and

(k) reporting (1) all changes in status of such REO and (2) all
material expenses relating to such REO to the Master
Servicer on a monthly basis.

14.2.3 NOTICE. The Servicer shall notify the Master Servicer in writing
as soon as each REO is acquired.

Section 14.3 REO RECORDS AND REPORTS

14.3.1 RECORDS RETENTION. The Servicer shall retain in its files copies
of all documents, reports and invoices described in this Section.

14.3.2 EVIDENCE OF TITLE. Evidence that title to a REO is held by the
Trustee shall be submitted by the Servicer to the Master Servicer and, if
applicable, to the Primary Mortgage Insurer and/or the Pool Insurer, within
ten Business Days after marketable title to such REO has been acquired.

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14.3.3 REO EXPENSES. At the request of the Master Servicer, Primary
Mortgage Insurer and/or the Pool Insurer, the Servicer shall send a report
listing all expenses in administering each REO. The Servicer shall retain
such invoices in its records and shall, by request, (i) produce any such
invoices for inspection or (ii) at its own expense, provide copies of any
such invoices to the Master Servicer and, if applicable, to the Primary
Mortgage Insurer and/or the Pool Insurer, as directed. The foregoing
expense invoices shall include, without limitation, the following:

(a) insurance premiums;

(b) real estate tax bills;

(d) owners' association dues; and

(e) utility bills.

14.3.4 REO DOCUMENTS. Upon request, the Servicer shall send copies to
the Master Servicer and, where applicable, to the respective Primary
Mortgage Insurer and/or the respective Pool Insurer, of the following
documents relating to each REO:

(a) any forced placed Hazard Insurance policy or Flood Insurance
policy, if applicable;

(b) any maintenance contracts;

(d) an updated Title Insurance policy which reflects the
occurrence of foreclosure; and

(e) plat map or house location survey, if already available.

Section 14.4 REO MARKETING

14.4.1 REO MARKETING EFFORTS. The Servicer shall begin efforts to
market a REO as soon as marketable title is acquired by the Trustee.

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14.4.2 REO SALES. (a) The Servicer shall obtain the best market price
for a REO for the Trustee while disposing of such REO in a timely and
efficient manner. Unless otherwise directed by the Master Servicer, the
Servicer, acting on behalf of the Trustee, shall dispose or cooperate with
the Trustee in disposing of such REO within 24 months after its acquisition
by the Trustee or, if an extension has been obtained from the Internal
Revenue Service pursuant to Section 14.4.2(b), within such period. If the
Servicer is otherwise unable to sell such REO, unless otherwise directed by
the Master Servicer, the Servicer shall before the end of the 24-month
period or, if an extension has been obtained from the Internal Revenue
Service pursuant to Section 14.4.2(b), before the end of such period,
following the acquisition of such REO, auction such REO to the highest
bidder in an auction reasonably designed to bring a fair price. The
Servicer shall consult with the Master Servicer prior to holding such
auction. The Servicer is eligible to bid in such an auction.

(b) The Master Servicer may apply to the Internal Revenue Service, in the
manner contemplated by Code Section 856(e)(3), for an extension of the 24-
month disposition period with respect to an REO.

14.4.3 PRIMARY MORTGAGE INSURANCE CONSIDERATIONS. The Servicer must
ensure that any action taken with respect to the sale of a REO does not
jeopardize the maximum benefits available under the related Primary
Mortgage Insurance Policy, if any, with respect to the related Mortgage
Loan. The Servicer must inform the related Primary Mortgage Insurer of any
listing agreements or purchase offers that are received before the related
Primary Mortgage Insurer has finalized the disposition of the claim.

14.4.4 MASTER SERVICER INSTRUCTIONS. Where the Servicer receives
instructions from the Master Servicer regarding the marketing and sale of a
REO, either with respect to a specific property or generally, such
instructions shall govern the Servicer's actions, notwithstanding any
provision herein.

14.4.5 POOL INSURANCE CONSIDERATIONS. The Servicer must ensure that any
action taken with respect to the sale of a REO does not jeopardize the
maximum benefits available under the related Pool Insurance Policy, if any,
with respect to the related Mortgage Loan. The Servicer must inform the
related Pool Insurer of any listing agreements or purchase offers that are
received before the Primary Mortgage Insurer has finalized the disposition
of the claim.

Section 14.5 REO REHABILITATION

14.5.1 REO REHABILITATION REQUIREMENT. Unless the Master Servicer shall
otherwise direct, and subject to Section 3.2.2(ii) and Section 17.6.2, the
Servicer must ensure

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that any rehabilitation work (which shall not include the cleaning of a
recently acquired REO property) to any REO which is necessary to restore
such REO to a marketable condition is performed and that such work is
performed in a professional and workmanlike manner.

14.5.2 MASTER SERVICER APPROVAL. The Servicer must obtain the Master
Servicer's prior written approval for rehabilitation work (which shall not
include the cleaning of a recently acquired REO property) when the
aggregate rehabilitation expenses with regard to a REO exceeds seven
thousand five hundred dollars ($7,500.00).

14.5.3 WRITTEN CONTRACTOR BIDS. The Servicer shall solicit detailed
written bids from independent contractors when the value of a contract for
rehabilitation of a REO exceeds five hundred dollars ($500.00) (which shall
not include the cleaning of a recently acquired REO property). Where the
value of a contract exceeds five thousand dollars ($5,000.00) (which shall
not include the cleaning of a recently acquired REO property), the Servicer
shall receive bids from a minimum of two independent and unrelated
contractors and, upon request, forward copies of such bids to the Master
Servicer. Where the value of a contract exceeds fifty thousand dollars
($50,000.00) (which shall not include the cleaning of a recently acquired
REO property), the Servicer shall receive bids from a minimum of three
independent and unrelated contractors and, upon request, forward copies of
such bids to the Master Servicer.

14.5.4 PRIMARY MORTGAGE INSURANCE CONSIDERATIONS. If a Mortgaged
Property which has become a REO and the related Mortgage Loan is covered by
a policy of Primary Mortgage Insurance, the Servicer shall notify the
related Primary Mortgage Insurer of such rehabilitation plans before the
completion of the Primary Mortgage Insurance claim to ensure reimbursement
from the Primary Mortgage Insurer. If the related Primary Mortgage Insurer
elects not to reimburse all rehabilitation expenses, work should be
postponed until after final disposition of the Primary Mortgage Insurance
claim.

Section 14.6 REO ADMINISTRATION FAILURE.

14.6.1 SERVICER REMOVAL. The Master Servicer may in its reasonable
discretion, in the event that the Servicer's actions or omissions result in
damage to any REO or a failure to sell any REO property within a reasonable
time, the Master Servicer may remove the servicing of such REO from the
Servicer and assume responsibility for management, control, maintenance,
security, rehabilitation and disposition of such REO.

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14.6.2 SERVICER'S CONTINUING OBLIGATIONS. In the event that the
Servicer is removed from servicing a REO by virtue of the provisions of
Section 14.6.1, the Servicer, as to such REO, shall nevertheless remain
responsible to (a) pay when due all insurance premiums, property taxes and
assessments; (b) file when due all claims for Primary Mortgage Insurance,
Pool Insurance, Hazard Insurance and, if applicable, Flood Insurance
benefits; and (c) fulfill any other related responsibilities required by
the Master Servicer.

14.6.3 SERVICER'S DUTY TO COMPENSATE. Whether or not a Servicer is
removed from servicing with respect to a particular REO, the Servicer must
compensate the Master Servicer for any damages caused as a result of the
Servicer's breach of its obligation to service efficiently each REO. The
Servicer acknowledges that any damages suffered as a result of the
Servicer's inefficiency in managing a REO may not be quantified in advance
of the Master Servicer assuming responsibility for such REO.

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ARTICLE 15

INSURANCE

Section 15.1 GENERAL PROVISIONS

15.1.1 INSURANCE REQUIREMENTS

The Servicer must verify that each Mortgage Loan has the insurance coverage
required pursuant to Article 15 and 16. All claims arising under Insurance
Policies maintained hereunder must be settled or otherwise disposed of by
the Servicer, and all such Insurance Policies must be maintained,
including, without limitation, the payment of premiums on a timely basis,
by the Servicer at no expense to the Trustee, the Trust Administrator (if
applicable) or the Master Servicer.

If the Insurance Proceeds paid in respect of any Mortgage Loan are not used
to repair the related Mortgaged Property due to the particular
circumstances of the loss, and instead such Insurance Proceeds are applied
to reduce the Unpaid Principal Balance of such Mortgage Loan and such
application causes the Unpaid Principal Balance of such Mortgage Loan to
reduce to zero, the Servicer must treat the application of such proceeds as
a Liquidation, and notify the Master Servicer of such Liquidation.

15.1.2 UNINSURED LOSSES. The Servicer must take the following actions
in the event of loss or damage to any Mortgaged Property caused by an
earthquake, flood, tornado or other natural disaster immediately following,
the earlier to occur of (x) its notification or discovery of such loss or
damage or (y) the time at which the Servicer reasonably should have known
of such loss or damage in the exercise of Prudent Servicing Practices:

(a) determine the extent of the losses or damages;

(b) secure any abandoned Mortgaged Property from vandalism and
the elements;

(c) communicate with and counsel the respective Borrower on any
disaster relief programs or other assistance which is
available; and

(d) notify the Master Servicer and recommend appropriate action
to protect the interests of the Trustee and the respective
Borrower.

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15.1.3 SERVICER'S OBLIGATION TO MAINTAIN INSURANCE. If the Servicer
discovers that a Borrower does not have adequate insurance coverage as
required pursuant to the provisions of this Article, the Servicer must
obtain and maintain at its own expense the required insurance coverage on
the related Mortgaged Property. The Servicer may, in its discretion, cause
the required coverage to be maintained through a blanket insurance policy.
Such expenses shall not be recoverable by the Servicer from the Master
Servicer or from payments on the Mortgage Loan or any other source relating
to the related Mortgage Loan or the related Mortgaged Property, other than
from Liquidation Proceeds or Insurance Proceeds from the related Mortgage
Loan. To the extent permitted by applicable law and the related Mortgage
Loan Documents, the Servicer may initiate forced placed coverage with
respect to such Mortgaged Property and thereafter attempt to recover such
expenses from the related Borrower.

15.1.4 INSURANCE NOTICES. The Servicer must arrange for all insurance
drafts, notices, policies, invoices, or other correspondence to be
delivered directly to the Servicer. The Servicer, its successors and
assigns must be named as the Mortgagee, the endorsement must show the
Servicer's address as shown in the following example:

Norwest Mortgage, Inc.
405 Southwest 5th Street
Des Moines, Iowa 50309

15.1.5 DEFAULT BY INSURER. If the Servicer knows or has reasonable
cause to suspect that an insurer under any applicable insurance policy
required pursuant to the provisions of this Article will, for any reason,
be unable to pay a valid claim, the Servicer shall immediately notify the
Master Servicer upon receipt of such information or formulation of such
belief. The Servicer shall then (i) find a substitute insurer and (ii) pay
any premiums to the insurer. In any case, the Servicer shall not be liable
in any way for the financial inability of any insurer under any insurance
policy required herein to pay a valid claim so long as the provisions of
Article 15 and 16 hereof are complied with.

15.1.6 INSURANCE CARRIER RATING. Each Insurance Policy must be
underwritten by an insurance carrier that is a FNMA or FHLMC approved
Mortgage Insurer.

15.1.7 INSURANCE CARRIER LICENSES. Each insurance carrier must be
licensed or otherwise authorized by law to conduct business in each state
in which a related Mortgaged Property is located.

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15.1.8 RISK EXPOSURE. If any Mortgaged Property is exposed to hazards
not fully covered by Hazard Insurance or Flood Insurance, the Servicer must
notify the Master Servicer immediately with a recommendation for additional
coverage.

15.1.9 EVIDENCE OF INSURANCE. (a) The Servicer must maintain the
following documentation with respect to insurance coverage on each Mortgage
Loan:

(i) if Primary Mortgage Insurance is required, a copy of the
Primary Mortgage Insurance policy and any related
endorsements;

(ii) for one- to four-unit dwellings where such coverage is not
provided under a blanket policy maintained by the Servicer,
an original of the Hazard Insurance policy, if applicable,
and any related endorsements;

(iii) a copy of the Title Insurance policy and any related
endorsements, unless a Final Title Condition Report was
obtained;

(iv) For properties covered under a blanket policy, an original
of any blanket policy, and any related endorsements; and

(v) an original of any Flood Insurance policy, if Flood
Insurance is required, and any related endorsements.

(b) A certificate of insurance is acceptable in lieu of any of the
foregoing policies if it contains the following information:

(i) named insured and Mortgagee or, for PUD or Condominium
Units, named insured association, unit owner and unit owner
Mortgagee;

(ii) address of the Mortgaged Property;

(iii) type, amount and effective dates of coverage;

(iv) deductible amount;

(v) any endorsement or optional coverage obtained and made part
of the original policy;

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(vi) insurer's agreement to provide at least ten day's prior
written notice to the Servicer and Borrower (or applicable
unit owner Mortgagee if for a PUD or Condominium Unit)
before any reduction in coverage or cancellation of the
policy; and

(vii) signature of an authorized representative of the insurer, if
required by applicable law.

Section 15.2 PRIMARY MORTGAGE INSURANCE

15.2.1 PRIMARY MORTGAGE INSURANCE REQUIREMENT. Unless Primary Mortgage
Insurance coverage with respect to a Mortgage Loan is canceled as provided
in Section 15.2.4 herein, the Servicer must maintain at all times Primary
Mortgage Insurance on any Mortgage Loan with an original LTV ratio in
excess of 80%.

15.2.2 PRIMARY MORTGAGE INSURANCE COVERAGE. As to each Mortgage Loan
which is required to have Primary Mortgage Insurance, pursuant to this
Agreement or the related Mortgage Loan Documents, Primary Mortgage
Insurance must at least provide coverage which insures against loss of that
portion of the Unpaid Principal Balance of the Mortgage Loan that exceeds
75% of the Value of the Mortgaged Property. If the Mortgage Loan provides
for negative amortization or for the potential of negative amortization,
the Primary Mortgage Insurance policy must also insure any increase in the
Unpaid Principal Balance from the original principal balance of the related
Mortgage Note.

15.2.3 PRIMARY MORTGAGE INSURER DOWNGRADING. In the event that the
rating assigned by a Rating Agency to the claims paying ability of any
Primary Mortgage Insurer is reduced below the level permitted under Section
15.1.6, the Servicer shall use its best efforts to replace each Primary
Mortgage Insurance Policy issued by such Primary Mortgage Insurer with a
new Primary Mortgage Insurance policy issued by an insurer whose claims
paying ability is acceptable to the Master Servicer. The premium for any
replacement Primary Mortgage Insurance policy shall not exceed the premium
for the discontinued Primary Mortgage Insurance policy.

15.2.4 PRIMARY MORTGAGE INSURANCE CANCELLATION. If a Borrower requests
cancellation of the Primary Mortgage Insurance policy with respect to his
Mortgaged Property, the following requirements must be met:

(a) The current LTV ratio must be 80% or less. The current LTV
ratio must be calculated by dividing the Unpaid Principal
Balance of the related Mortgage Loan by the Current Value of
the Mortgaged Property;

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(b) The related Mortgage Loan may not have been 30 days or more
delinquent within the preceding twelve months; and

(c) There may not have been any other default under the terms of
the related Mortgage Loan at any time during the preceding
twelve months.

If the foregoing requirements are met, the Servicer may request the
cancellation of such Primary Mortgage Insurance policy by submitting to the
Master Servicer a Request for Primary Mortgage Insurance Cancellation. If
there are indications that the Current Value of the Mortgaged Property has
declined, the Servicer shall obtain an Appraisal Report with respect to
such Mortgaged Property that is not more than 60 days old. The expense of
such an Appraisal Report shall not be borne by the Master Servicer. The
Current Value of such Mortgaged Property set forth the Appraisal Report
shall be used as the divisor in clause (a) hereof to determine whether the
recalculated current LTV is 80% or less. If the recalculated current LTV
is greater, the Primary Mortgage Insurance cancellation request will be
denied. In addition, the Master Servicer may deny such a request if it
determines, in its reasonable discretion, that the interests of the Trustee
may be harmed by such cancellation.

15.2.5 PRIMARY MORTGAGE INSURANCE CLAIMS. The Servicer must take all
steps to ensure the payment of the maximum benefits payable under the terms
of any Primary Mortgage Insurance policy. The Servicer must work
diligently with each Primary Mortgage Insurer to determine whether such
insurer will settle the claim by taking title to the Mortgaged Property in
question or in some other manner. The Servicer also must notify the Master
Servicer immediately in writing of any decision made by the applicable
Primary Mortgage Insurer relative to a claim. Upon receipt of any Primary
Mortgage Insurance proceeds, the Servicer must deposit such amounts in the
appropriate Custodial P&I Account. The Servicer shall promptly notify the
Master Servicer in writing if any Primary Mortgage Insurer at any time
denies any or all of a claim filed under its Primary Mortgage Insurance
policy.

Section 15.3 HAZARD INSURANCE

15.3.1 HAZARD INSURANCE REQUIREMENT. Unless alternative coverage is
provided pursuant to Section 16.3 hereunder, the Servicer must ensure that
each Mortgaged Property is covered at all times by Hazard Insurance.

15.3.2 HAZARD INSURANCE COVERAGE. As to each Mortgaged Property, the
amount of Hazard Insurance must be at least equal to the lesser of (a) the
Unpaid Principal Balance of the related Mortgage Loan or (b) 100% of the
insurable value of the

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improvements on the Mortgaged Property; provided, however, that in no case
shall the amount of Hazard Insurance be less than the amount required to
fully compensate for any damage to the improvements on the Mortgaged
Property on a replacement cost basis.

15.3.3 HAZARD INSURANCE DEDUCTIBLE. Except as a greater amount may be
required by an applicable law, each Hazard Insurance deductible may not
exceed FNMA or FHLMC's required deductible.

15.3.4 HAZARD INSURANCE VACANCY COVERAGE. The Servicer must ensure that
each Mortgaged Property is adequately covered even when vacant and, where
available, must obtain a vacancy permit endorsement.

15.3.5 HAZARD INSURANCE MORTGAGEE PROVISIONS. Each Hazard Insurance
Policy must contain or have attached a standard mortgagee clause in the
form customarily used by or required by private institutional mortgage loan
investors. Such clause must provide that the Hazard Insurance carrier
shall notify the named Mortgagee at least ten days before any reduction in
coverage or cancellation of the policy. All mortgagee clauses must be
properly endorsed, necessary notices of transfer must be given and any
other action must be taken that is necessary in order to protect the
interests of the Trustee, its successors and/or assigns. The standard
mortgagee clause should read as follows: "Insuring Norwest Mortgage, Inc.,
as agent for [Trustee], its successors and/or assigns."

Section 15.4 FLOOD INSURANCE

15.4.1 FLOOD INSURANCE REQUIREMENT. Unless alternate coverage is
provided pursuant to Section 16.6 hereunder, the Servicer must ensure that
Flood Insurance is maintained at all times on Mortgaged Property that are
in a special flood hazard area identified by the Secretary of HUD or the
Director of the Federal Emergency Management Agency.

15.4.2 FLOOD INSURANCE COVERAGE. As to each Mortgaged Property, the
amount of Flood Insurance must be at least equal to the lesser of (a) the
maximum amount available under the National Flood Insurance Program's
regular program or its emergency program, (b) the Unpaid Principal Balance
of the related Mortgage Loan or (c) 100% of the replacement cost of the
improvements on the Mortgaged Property.

15.4.3 FLOOD INSURANCE DEDUCTIBLE. Except as a greater amount may be
required by applicable law, each Flood Insurance deductible may not exceed
the lesser of (a) $1,000 or (b) one percent of the applicable amount of
coverage.

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Section 15.5 TITLE INSURANCE

15.5.1 SERVICER'S OBLIGATIONS. The Servicer shall perform and comply
with all requirements and conditions of each Title Insurance policy for
each Mortgage Loan and the related Mortgaged Property that are to be
performed or observed by the "Insured" or obligee thereunder as a condition
to maintaining and keeping it in force, or making a claim under, such Title
Insurance policy. The Servicer shall be named as a payee on all Title
Insurance policy loss drafts, and upon receipt thereof, the funds shall be
credited to the extent of the sum of (i) the Unpaid Principal Balance of
such Mortgage Loan and any interest accrued thereon, (ii) any outstanding
advances thereon and (iii) any expenses owed by such Borrower which are due
the Trustee, the Master Servicer or the Servicer, whether for its own
account or others, to the appropriate Custodial P&I Account and the balance
of such funds, if any, shall be credited to the appropriate Custodial T&I
Account.

15.5.2 POLICY CUSTODY. The Servicer shall cause the original of such
Title Insurance policy to be sent directly to the Custodian.

15.5.3 TITLE INSURANCE CLAIMS. The Master Servicer must be notified
contemporaneously with the making of any claim under the Title Insurance
policy. The Servicer shall disburse the proceeds of any such settlement in
accordance with the instructions and requirements of the Master Servicer.

Section 15.6 INSURANCE LOSS SETTLEMENTS

15.6.1 SETTLEMENT APPROVAL. The approval of the Master Servicer need
not be requested for disposition of insurance loss settlements where
property damage is $10,000 or less, and the Servicer may disburse the loss
proceeds as provided herein. The Master Servicer must be notified before
disposition of any insurance loss settlement involving property damage over
$10,000.

15.6.2 SETTLEMENT DISBURSEMENTS. For each Mortgage Loan, including a
Mortgage Loan secured by Mortgaged Property located in a Condominium
Project or PUD, the Servicer is fully responsible for the disbursement of
insurance loss settlements under each Hazard Insurance policy and each
Flood Insurance policy where property damage is $10,000 or more, including
but not limited to:

(a) arranging for and authorizing the restoration and
rehabilitation of the related damaged Mortgaged Property in
cooperation with the Borrower;

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(b) subject to applicable law, applying the Insurance Proceeds
to reduction of the Unpaid Principal Balance of such
Mortgage Loan, provided that the Servicer (i) shall have
determined that such proceeds are insufficient to repair and
restore the related Mortgaged Property, or that the repair
and restoration of such Mortgaged Property is not feasible;
and (ii) shall have obtained authorization of the Master
Servicer to make such application of the Insurance Proceeds;

(c) collecting, endorsing and disbursing the Insurance Proceeds
and arranging for progress inspections and payments, if
necessary;

(d) complying with all requirements of any Primary Mortgage
Insurance policy pertaining to the filing of claims and the
settlement of insurance losses to assure that the security
of such Mortgage Loan is not impaired and that the coverage
of such Primary Mortgage Insurance policy is not jeopardized
or otherwise adversely affected;

(e) assuring, through the receipt of Borrower's affidavits,
repair contract copies, lien waivers and the like, that the
priority of the lien of the Security Instrument is
preserved, and that the Insurance Proceeds are applied to
the restoration or repair of the related Mortgaged Property
if not applied in payment of such Mortgage Loan;

(f) obtain releases or waivers of liens and taking such other
actions as are necessary to avoid the filing of laborers',
materialmen's or mechanic's liens against the related
Mortgaged Property; and

(g) maintaining procedures and practices acceptable to the
Master Servicer and in conformity with Prudent Servicing
Practices for the control and disposition of insurance loss
drafts.

15.6.3 SETTLEMENT FUNDS. The Servicer shall be named as a payee on all
insurance loss drafts and upon receipt thereof, the funds shall be credited
to the Borrower's Insurance Proceeds balance and deposited into (a) where
such funds will be applied to the repair and restoration of the related
Mortgaged Property and where required by applicable state law, one or more
separate escrow accounts, so that the balance on deposit in such accounts
is fully insured at all times by the FDIC through either the BIF or SAIF or
(b) where such funds will not be applied to the repair and restoration of
the related Mortgaged Property, the respective Custodial P&I Account.

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15.6.4 SETTLEMENT NOTICE. The Servicer shall report any such settlement
to the Master Servicer on a Hazard Insurance Loss Draft Notification,
together with a summary of the disposition of the proceeds.

15.6.5 CONTINUING COVERAGE. If a letter of assurance is obtained from
any insurer under a Hazard Insurance policy or a Flood Insurance policy
that the insurance coverage shall continue in full force and effect, the
Servicer shall deposit such letter in the appropriate Servicer Mortgage
Loan File.

15.6.6 PROPERTY INSPECTIONS. The Servicer shall conduct property
inspections in accordance with the milestones of the repair and
rehabilitation plan for such Mortgaged Property and prepare Property
Inspection Reports on any Mortgaged Property involving property damage over
$15,000. The Servicer shall furnish a copy of the repair and
rehabilitation plan for such Mortgaged Property to the Master Servicer upon
request.

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ARTICLE 16

CONDOMINIUM AND PUD INSURANCE

Section 16.1 GENERAL PROVISIONS

16.1.1 APPLICABILITY. The provisions of this Article pertain solely to
Mortgage Loans secured by Condominium Units or PUD Units.

16.1.2 PREMIUMS. The premiums for insurance policies required pursuant
to this Article must be paid as a common expense by the Owners'
Association.

16.1.3 DEDUCTIBLE RESERVES. Funds for each of the deductibles
associated with the insurance policies required pursuant to this Article
must be included in the Owners' Association's reserves and must be so
designated.

16.1.4 NAME OF INSURED. The name of the insured stated under each
Insurance Policy required pursuant to the provisions of this Article must
be similar in form and substance to the following:

"Association of Owners of the [Name of Condominium Project or PUD] for
use and benefit of the individual Condominium or PUD Unit owners"
(designated by name, if required).

16.1.5 MORTGAGEE CLAUSE. Each insurance policy required pursuant to the
provisions of this Article must contain the standard mortgagee clause
endorsed to provide that any disbursements shall be paid to the Owners'
Association for the use and benefit of Mortgagees as their interests may
appear, or otherwise endorsed to fully protect the interest of (a) the
Trustee and (b) the holders of a beneficial interest therein, if any.

16.1.6 RECONSTRUCTION COVERAGE. If, with respect to a PUD or
Condominium Project in which a Mortgaged Property is located, there is a
construction code provision that would require changes to undamaged
portions of the PUD or Condominium Project's building(s) even when only
part of a building is destroyed by an insured hazard, then the Servicer
must ensure that each insurance policy required by this Article contains
the necessary construction code endorsements to cover this exposure.

Section 16.2 COMMON AREA MULTIPLE PERIL INSURANCE

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16.2.1 COMMON AREA MULTIPLE PERIL INSURANCE REQUIREMENT. The Servicer
must ensure that the Owner's Association maintains, with respect to the PUD
or Condominium Project in which a Mortgaged Property is located, a policy
of Common Area Multiple Peril Insurance, with premiums being paid as a
common expense. The Common Area Multiple Peril Insurance policy must at
least protect against loss or damage by fire and all other hazards that are
normally covered by the standard extended coverage endorsement, and all of
the perils customarily covered for similar types of projects, including
those covered by the standard "all risk" endorsement.

16.2.2 COMMON AREA MULTIPLE PERIL INSURANCE COVERAGE. As to each
Condominium Project or PUD in which a Mortgaged Property is located, a
Common Area Multiple Peril Insurance policy must cover 100% of the current
replacement cost of all of the common areas (other than the land and
foundation), common elements including fixtures and building service
equipment, as well as common personal property and supplies.

16.2.3 COMMON AREA MULTIPLE PERIL INSURANCE DEDUCTIBLE. Except as a
greater amount may be required by applicable law, each Common Area Multiple
Peril Insurance deductible may not exceed the lesser of (a) $10,000 or (b)
one percent of the applicable amount of coverage.

16.2.4 BOILER AND MACHINERY COVERAGE. If a steam boiler is operating
within the Condominium Project or PUD in which a Mortgaged Property is
located, then the Servicer must ensure that boiler and machinery coverage
is in force at all times. This coverage must be evidenced by the standard
form of boiler and machinery endorsement. The minimum liability coverage
per accident under boiler and machinery coverage must equal the insurable
value of the boiler and equipment and the building housing such boiler or
machinery, based upon current replacement cost, or $2 million, whichever is
less.

Section 16.3 BLANKET HAZARD INSURANCE

16.3.1 BLANKET HAZARD INSURANCE REQUIREMENT. Unless alternative
coverage is provided pursuant to Section 16.3 hereunder, the Servicer must
verify that each such Mortgaged Property is covered at all times by Hazard
Insurance policy which provides blanket coverage for the individual units
in the Condominium Project or PUD.

16.3.2 BLANKET HAZARD INSURANCE COVERAGE. As to each Condominium
Project or PUD which contains a Mortgaged Property for which its Hazard
Insurance coverage is provided through a blanket policy, the amount of
Hazard Insurance for a blanket policy a Condominium Project or PUD must be
at least equal to the lesser of (a) the aggregate

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of the outstanding principal balances of all mortgage notes secured by
units within the Condominium Project or PUD (including the Mortgage Notes
secured by Mortgaged Properties) or (b) 100% of the replacement cost of the
improvements on the Condominium Project or PUD Unit site.

16.3.3 BLANKET HAZARD INSURANCE DEDUCTIBLE. Except as a greater amount
may be required by an applicable law, each Hazard Insurance deductible for
a blanket policy covering a Condominium Project or PUD may not exceed the
lesser of (a) $10,000 or (b) one percent of the applicable amount of
coverage.

Section 16.4 COMMON AREA COMPREHENSIVE GENERAL LIABILITY (CGL) INSURANCE

16.4.1 COMMON AREA CGL INSURANCE REQUIREMENT. The Servicer must ensure
that the Owners' Association maintains a Comprehensive General Liability
Insurance policy covering all of the common areas, common elements,
commercial spaces and public ways in the Condominium Project or PUD in
which a Mortgaged Property is located.

16.4.2 COMMON AREA CGL INSURANCE COVERAGE. As to each Condominium
Project or PUD in which a Mortgaged Property is located, a CGL Insurance
policy should provide coverage of at least $1,000,000 for personal injury,
bodily injury or property damage for any single occurrence. Each CGL
Insurance policy must contain a severability of interest endorsement
preventing the insurer from denying the claim of a Condominium or PUD Unit
owner because of negligent acts of the Owners' Association or other unit
owners. Each CGL Insurance policy must include all other types of coverage
and endorsements in the types and amounts required by private institutional
mortgage loan investors for developments similar in construction, location
and use.

Section 16.5 OWNERS' ASSOCIATION FIDELITY INSURANCE

16.5.1 OWNERS' ASSOCIATION FIDELITY INSURANCE REQUIREMENT. The Servicer
must ensure that the Owners' Association maintains a fidelity bond or
insurance against dishonest and fraudulent acts on the part of directors,
managers, trustees, employees or volunteers responsible for handling funds
belonging to or administered by the association.

16.5.2 OWNERS' ASSOCIATION FIDELITY INSURANCE COVERAGE. The Owners'
Association fidelity bond or insurance must name the Owners' Association as
the insured and must be written in an amount sufficient to provide
protection at least 150% of the insured's estimated annual operating
expenses and reserves. An appropriate endorsement to the policy to cover
any persons who serve without remuneration must be added if the

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policy would not otherwise cover volunteers. Owners' Association fidelity
insurance coverage must be in an amount equal to at least 3 months
assessments on all units in the Condominium Project or PUD. Owners'
Association fidelity insurance coverage is not required if the Condominium
Project or the PUD have fewer than 20 units.

Section 16.6 BLANKET FLOOD INSURANCE

16.6.1 BLANKET FLOOD INSURANCE REQUIREMENT. Where a Mortgaged Property
is a Condominium Unit or PUD Unit and is not individually covered by a
Flood Insurance policy in accordance with the provisions of Section 15.4
hereof, the Servicer must verify that a Flood Insurance policy which
provides blanket coverage for the individual units in the Condominium
Project or PUD, is maintained at all times on Mortgaged Property that are
in a special flood hazard area identified by the Secretary of HUD or the
Director of the Federal Emergency Management Agency.

16.6.2 BLANKET FLOOD INSURANCE COVERAGE. As to each Condominium Project
or PUD which contains a Mortgaged Property for which its Flood Hazard
Insurance coverage is provided through a blanket policy, the amount of
Flood Insurance must be at least equal to the lesser of (a) the maximum
amount available under the National Flood Insurance Program's regular
program or the its emergency program, (b) the aggregate of the outstanding
principal balances of all mortgage notes secured by units within the
Condominium Project or PUD (including the Mortgage Notes secured by
Mortgaged Properties), or (c) 100% of the replacement cost of the
improvements on the Condominium Project or PUD Unit site.

16.6.3 BLANKET FLOOD INSURANCE DEDUCTIBLE. Except as a greater amount
may be required by applicable law, each Flood Insurance deductible for a
blanket policy covering a Condominium Project or PUD may not exceed the
lesser of (a) $5,000 or (b) one percent of the applicable amount of
coverage.

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ARTICLE 17

ADVANCES

Section 17.1 PRINCIPAL AND INTEREST ADVANCES

17.1.1 P&I ADVANCE REQUIREMENT. The Servicer shall advance P&I Advances
and deposit to the respective Custodial P&I Account on or before each
Remittance Date an amount equal to the aggregate of the difference between
(a) the Monthly Payment that each Borrower was required to pay to the
Servicer on the immediately preceding Due Date (excluding the amount of the
related Servicing Fee) and (b) the amount actually received with respect to
the related Monthly Payment by the Servicer (excluding the amount of the
related Servicing Fee), which deposit may be made in whole or in part from
any Amounts Held for Future Distribution. Any Amount Held for Future
Distribution so used shall be replaced by the Servicer from its own funds
by deposit in the Custodial P&I Account on or before the Business Day
preceding any future Remittance Date to the extent that funds in the
Custodial P&I Account on such Remittance Date shall be less than the amount
required to be remitted on such date

The Servicer shall designate on its records the specific Mortgage Loans and
related installments (or portions thereof) as to which such P&I Advance
shall be deemed to have been made, such determination and related
reimbursement allocations pursuant to the following paragraphs being
conclusive for purposes of Section 17.1.3.

17.1.2 P&I ADVANCE LIMITATION. The Servicer is required to make P&I
Advances with respect to a Mortgage Loan unless a P&I Advance is reasonably
determined by the Servicer to be eventually non-recoverable from any
Insurance Proceeds, Liquidation Proceeds, or the Borrower.

17.1.3 P&I ADVANCE RECOVERY. The Servicer's P&I Advance shall be
recoverable from subsequent Borrower Monthly Payments, Insurance Proceeds,
Liquidation Proceeds related to the Mortgage Loan as to which such P&I
Advance was made or, if the Representing Party is obligated to purchase
such Mortgage Loan from the Trustee, from the price paid for such Mortgage
Loan or pursuant to Section 17.4.

17.1.4 ADVANCE DURING BANKRUPTCY AND FORECLOSURE. During litigation,
bankruptcy proceedings or foreclosure proceedings pertaining to any
Mortgage Loan or while REO transferred to the Trustee through foreclosure
or a deed-in-lieu of foreclosure is held by the Trustee or its successors,
the Servicer must continue to make monthly P&I Advances in respect of each
such Mortgage Loan or REO to the respective Custodial

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P&I Account. Subject to the provisions of Section 17.1.2 hereof, these P&I
Advances must be made until the (i) Liquidation of each Mortgage Loan
subject to such proceedings or (ii) in the case of REO transferred to the
Trustee through foreclosure or a deed-in-lieu of foreclosure, the
Liquidation of such REO. Advances with respect to REO shall be made as if
the related Mortgage Loan and Mortgage Note remained in effect.

Section 17.2 FORECLOSURE ADVANCES

17.2.1 FORECLOSURE ADVANCE REQUIREMENT. During foreclosure proceedings,
the Servicer must advance from its own funds all foreclosure expenses as
they occur in accordance with the terms of this Agreement. Such advances
must be made by the Servicer up to the time of final disposition of the
related Mortgaged Property.

17.2.2 FORECLOSURE ADVANCE LIMITATION. The Servicer is required to make
advances pursuant to Section 17.2.1 with respect to a Mortgage Loan unless
the Servicer reasonably determines (i) that such foreclosure will not
increase the proceeds to the Trustee of liquidation of such Mortgage Loan
after reimbursement of the Servicer for its expenses or (ii) that such
expenses will be eventually non-recoverable from any Insurance Proceeds,
Liquidation Proceeds or the Borrower.

17.2.3 FORECLOSURE ADVANCE RECOVERY. If foreclosure proceedings are
terminated, the Servicer must collect all legal fees and costs from the
Borrower. Otherwise, the Servicer's advances for reasonable foreclosure
expenses shall be recoverable from Insurance Proceeds, Liquidation Proceeds
or, if the Representing Party is obligated to purchase a Mortgage Loan from
the Trustee, from the price paid for such Mortgage Loan.

17.2.4 FORECLOSURE ADVANCE RECORDS. All foreclosure advances by the
Servicer and reimbursements to the Servicer must be clearly identifiable in
the respective Custodial T & I Account.

Section 17.3 TAX & INSURANCE ADVANCES

17.3.1 T&I ADVANCE REQUIREMENT. If a Borrower's Escrow Funds are
insufficient to pay taxes or insurance premiums, the Servicer must advance
from its own funds to the respective Custodial T&I Account an amount
sufficient to cover the shortage and so as to assure the maintenance of a
first lien position of the related Security Instrument on the related
Mortgaged Property.

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17.3.2 T&I ADVANCE RECOVERY. T&I Advances may be recovered from the
Borrower's subsequent monthly escrow payments, Insurance Proceeds,
Liquidation Proceeds or the Borrower, but must never be recovered from
scheduled principal or interest collections. The Servicer may not recover
T&I Advances from another Borrower's Escrow Funds.

17.3.3 T&I ADVANCE LIMITATION. The Servicer is required to make a T&I
Advance with respect to a Mortgage Loan unless such T&I Advance is
reasonably determined by the Servicer to be eventually non-recoverable from
any Insurance Proceeds, Liquidation Proceeds, or the Borrower.

17.3.4 ADVANCE DURING BANKRUPTCY AND FORECLOSURE. During litigation,
bankruptcy proceedings or foreclosure proceedings pertaining to any
Mortgage Loan or while REO transferred to the Trustee through foreclosure
or a deed-in-lieu of foreclosure is held by the Trustee, the Servicer must
continue to make required T&I Advances in respect of each such Mortgage
Loan or REO to the respective Custodial T&I Account. These T&I Advances
must be made until each Mortgage Loan subject to such proceedings is
liquidated or in the case of REO transferred to the Trustee through
foreclosure or a deed-in-lieu of foreclosure is liquidated. Advances with
respect to REO shall be made as if the related Mortgage Loan and Mortgage
Note remained in effect.

Section 17.4 NON-RECOVERABLE ADVANCES

17.4.1 ORDINARY RECOVERY. If at any time an advance made by a Servicer
hereunder is determined by the Servicer to be a Non-Recoverable Advance,
then the Servicer shall be entitled to be reimbursed for such advance by
withdrawing from the Custodial P&I Account an amount equal to the Non-
Recoverable Advance.

17.4.2 FINAL RECOVERY. If the amounts on deposit in the related
Custodial P&I Account are insufficient to reimburse the Servicer, then
prior to any distribution to the Trustee, the Servicer shall be entitled to
reimbursement from the payments made and the proceeds received with respect
to such Mortgage Loan.

17.4.3 NON-RECOVERABLE ADVANCE DETERMINATION. To determine whether an
Advance is a Non-Recoverable Advance, the Servicer shall employ a broker's
price opinion, which is no more than twelve months old when so employed, of
the fair market value of the Mortgaged Property related to the Mortgage
Loan which is subject to such Advance, and calculate the difference between
(a) the fair market value of such Mortgaged Property and (b) the sum of (i)
a reasonable estimate of foreclosure costs which may be incurred in the
foreclosure of such Mortgaged Property, and (ii) the amount of unreimbursed
Advances made by the Servicer with respect to the related

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Mortgage Loan pursuant to the terms of this Agreement, is greater than
zero. If such a difference is greater than zero, then such difference
represents the maximum amount of additional Advances which the Servicer
shall make before determining that any additional Advances in excess of
such amount are Non-Recoverable Advances. If such difference is negative,
then the magnitude of such difference is the amount of previously made
unreimbursed Advances which the Servicer may now regard as Non-Recoverable
Advances. The Servicer shall provide the Master Servicer with an Officer's
certificate upon the determination that any Advance is a Non-Recoverable
Advance.

Section 17.5 FAILURE TO ADVANCE

17.5.1 GROUNDS FOR TERMINATION. The failure of the Servicer to advance
any funds required to be advanced by the Servicer under this Article 17 is
cause for termination of Servicer under this Agreement.

17.5.2 SERVICER REIMBURSEMENT. To the extent the Master Servicer or the
respective trustee, if any, must advance their respective funds due to the
failure of the Servicer to advance as provided for in this Agreement or to
remit funds to the Certificate Account as required by Section 18.3.1, the
Servicer shall reimburse the advancing party for such amounts, on demand,
together with all costs and expenses incurred by the advancing party,
including, but not limited to, interest on the funds advanced. Such
interest shall be calculated at the lesser of the "prime rate" publicly
announced in effect from time to time at the Reference Bank plus one
percentage point and the maximum interest rate permitted by law.

Section 17.6 REHABILITATION ADVANCE

17.6.1 REHABILITATION ADVANCE REQUIREMENT. The Servicer must advance
from its own funds such amounts as are necessary to restore any damaged REO
not covered by Hazard Insurance or Special Hazard Insurance in accordance
with Section 14.5.

17.6.2 REHABILITATION ADVANCE LIMITATION. The Servicer is required to
make advances pursuant to Sections 17.6.1 and 14.5 with respect to a
Mortgage Loan unless the Servicer reasonably determines (i) that such
rehabilitation will not increase the proceeds to the Trustee on liquidation
of such Mortgage Loan after reimbursement of the Servicer for its expenses
or (ii) that such expenses will be eventually non-recoverable from any
Insurance Proceeds, Liquidation Proceeds or the Borrower.

17.6.3 REHABILITATION ADVANCE RECOVERY. The Servicer's advances for
reasonable rehabilitation expenses shall be recoverable from Insurance
Proceeds, Liquidation

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Proceeds, or, if the Representing Party is obligated to purchase a Mortgage
Loan from the Trustee, from the price paid for such Mortgage Loan.

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ARTICLE 18

REPORTING REQUIREMENTS

Section 18.1 MONTHLY ACCOUNTING REPORTS

18.1.1 MONTHLY ACCOUNTING REPORT REQUIREMENT. With respect to any
Remittance Date, the period for monthly accounting reports shall be from
the first Business Day of the prior month through the last Business Day of
the prior month, provided that (I) the reporting period for Prepayments in
Full, Curtailments and Partial Liquidation Proceeds shall be from the
Determination Date in the month of such Remittance Date, and (ii) such
report shall include only (a) Monthly Payments received by the Servicer by
the close of business on the Business Day preceding the Determination Date
in the month of such Remittance Date which relate to the Due Date in such
month, or in prior months to the extent not previously remitted and
reported, and (b) any P&I Advances made in respect of such Monthly
Payments. With respect to Group I Mortgage Loans, all monthly reports
prepared by the Servicer must be complete and must be received by the
Master Servicer by the tenth calendar day of the following month. With
respect to Group II Mortgage Loans, all monthly reports prepared by the
Servicer must be complete and must be received by the Master Servicer by
the eighteenth calendar day of the following month. All monthly accounting
reports must show information in, and must be submitted in, a sequence
according to Servicer Loan Number order.

18.1.2 MONTHLY ACCOUNTING REPORT ELEMENTS. The Servicer shall forward
to the Master Servicer a Monthly Accounting Report setting forth
substantially the information required by FNMA Form 2010.

The Servicer must also complete and forward to the Master Servicer any
other form or report as provided for in this Agreement, or as reasonably
requested by the Master Servicer.

18.1.3 AUTOMATED REPORTS. The Servicer may submit to the Master
Servicer for review the Servicer's automated reports which include all of
the information required by the provisions of Section 18.1.2 hereof. Upon
approval by the Master Servicer, the Servicer may submit approved automated
reports to the Master Servicer instead of the Forms listed in Section
18.1.2 hereof.

18.1.4 ELECTRONIC REPORTING. With the prior written consent of the
Master Servicer, all reports to be made by the Servicer to the Master
Servicer may be transmitted electronically in lieu of written reporting.
If the Servicer services more than one

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hundred Mortgage Loans for the Master Servicer, it shall arrange for
electronic transmission of the required reports. Any expenses occasioned
by the electronic transmission of reports shall be borne by the Servicer.

18.1.5 MACHINE READABLE RECORDS. At the request of the Master Servicer,
the Servicer shall provide to the Master Servicer, in a mutually agreed
machine readable format, the current names and mailing addresses of each
Borrower. The Master Servicer shall utilize such information solely for
audit purposes, or in the event the Servicer is terminated hereunder.

Section 18.2 ACCOUNT RECONCILIATIONS

18.2.1 RECONCILIATION PREPARATION. The Servicer shall prepare
reconciliations for each Custodial P&I Account, Custodial T&I Account and
Custodial Buydown Account on a monthly basis and shall forward the same to
the Master Servicer upon request.

18.2.2 ACCOUNT RECORDS. Upon request of the Master Servicer, the
Servicer shall also cause the depository for each of the accounts described
in Section 18.2.1 hereof to forward directly to the Master Servicer, copies
of all monthly account statements for the preceding monthly reporting
period.

Section 18.3 MONTHLY REMITTANCE REQUIREMENTS

18.3.1 REMITTANCE OF FUNDS. On each Remittance Date the Servicer shall
transfer, to the extent not previously transferred as required pursuant to
Section 6.1.3(e), from the funds in (or required hereunder to be in) the
respective Custodial P&I Account as of the close of the Business Day
immediately preceding the Determination Date in the month of such
Remittance Date to the related Certificate Account, the following (other
than any Amounts Held for Future Distribution in respect of such Remittance
Date not exceeding the Threshold Amount and any amounts permitted to be
retained by the Servicer or withdrawn from such account by the Servicer
pursuant to the terms of this Agreement):

(i) all payments on account of principal (including Prepayments
in Full and Curtailments received during the Applicable
Unscheduled Principal Receipt Period) and interest (other
than payments of interest related to any Unscheduled
Principal Receipt as to which the Applicable Unscheduled
Principal Receipt Period is a Mid-Month Receipt Period
received by the Servicer on or before the last day of the
Applicable Unscheduled Principal Receipt Period ending in
the month in which such prepayment occurs), all net REO
Disposition proceeds and proceeds

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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 Loan Documents or Prudent Servicing Practices;

(ii) all net Liquidation Proceeds, all net Partial Liquidation
Proceeds and Insurance Proceeds, other than any portion of
Insurance Proceeds to be applied to the restoration or
repair of the related Mortgaged Property or released to the
Borrower in accordance with the requirements of law or
Prudent Servicing Practices;

(iii) all P&I Advances made by the Servicer;

(iv) the Purchase Price, or portion thereof, paid for any
Mortgage Loans or property acquired in respect thereof
repurchased or substituted by the Servicer or a Representing
Party; and

(v) all other amounts required to be deposited in the Custodial
P&I Account or the Certificate Account pursuant to this
Agreement.

Notwithstanding Section 18.3.1, the Servicer shall be entitled to withhold
and to pay to itself the applicable Servicing Fee (as adjusted pursuant to
Section 7.6.1) from any payment on account of interest or other recovery
(including Net REO Proceeds) as received and prior to deposit of such
payments in the Certificate Account; PROVIDED FURTHER that with respect to
any payment of interest received by the 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 that bears the same relationship to the total amount of such
payment of interest as the per annum rate used to calculate the Servicing
Fee, as set forth in Section 4.6, bears to the Mortgage Interest Rate borne
by such Mortgage Loan shall be allocated to the Servicing Fee with respect
to such Mortgage Loan.

18.3.2 SERVICER COMPENSATION. The Servicer shall withdraw its Servicing
Fee for each Mortgage Loan net of any Month End Interest payable pursuant
to Section 7.6.1 from the related Custodial P&I Account prior to the
remittance of such amounts to the Certificate Account with all other
payments received with respect to the Mortgage Loans.

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ARTICLE 19

TRANSFERS AND TERMINATION OF SERVICING

Section 19.1 TRANSFER OF SERVICING

19.1.1 TRANSFER PROHIBITION. The Servicer may not sell or transfer its
portfolio serviced hereunder without the prior written consent of the
Master Servicer, which consent cannot be unreasonably withheld. Further,
the Servicer may not subcontract any of its servicing duties, except as set
forth in Section 11.2.1.

19.1.2 TRANSFER REQUEST. Any request for sale or transfer of servicing
shall be reviewed on an individual basis. For a request to be considered,
however, the transferor must submit a written request to the Master
Servicer. The transferee must agree to enter into a servicing agreement
with the Master Servicer substantially in the form of this Agreement and
must be approved by the Master Servicer, and, if applicable, any rating
agency with respect Mortgage Loans which are owned by a trust which has
issued mortgage-backed securities, securitized by such Mortgage Loans,
which have been rated at the request of such trust by such rating agency.
The Master Servicer must receive this documentation at least 45 days prior
to the requested date of transfer. The transferor shall be notified in
writing of the Master Servicer's approval or denial. Such transfer shall
be denied if the transferee does not meet the approval requirements of the
Master Servicer, or any such rating agency.

19.1.3 SERVICER LIABILITY. The transferor of servicing shall be liable
to the Master Servicer and the Trustee for any servicing obligation
violations that occur before, during, and up to and including the day the
portfolio is actually transferred. The transferee of servicing shall be
liable for any breach of servicing obligations that occurs after the
transfer of the servicing portfolio.

19.1.4 MASTER SERVICER'S DETERMINATION. If the transferor and
transferee disagree about liability for violations of representations and
warranties and servicing requirements hereunder, the Master Servicer has
the right, in its reasonable discretion, to determine which party or
parties are liable for such violations.

Section 19.2 TERMINATION OF SERVICING

19.2.1 GROUNDS FOR TERMINATION. The Trustee shall have the right to
terminate for cause the servicing privileges of the Servicer under this
Agreement, either with respect to certain Mortgage Loans serviced hereunder
or with respect to all Mortgage Loans

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serviced hereunder in the event that (i) any of the following occur, (ii)
the Trustee or the Master Servicer on its behalf has given the Servicer
prior written notice of the occurrence of such event and (iii) with respect
to clauses (a), (b) or (f) hereof, the Servicer has failed to cure such
event within a reasonable time, which shall in all cases be no less than
ninety (90) days:

(a) the Servicer has breached any material obligation set forth
or incorporated by reference in this Agreement or any Sales
Agreement, including, without limitation, the Servicer's
failure to maintain the requisite Fidelity Bond and Errors
and Omissions Policy in the amounts specified herein;

(b) the Servicer has made one or more false or misleading
representations or warranties in this Agreement or any Sales
Agreement, or in any documents relating to the foregoing
agreements;

(d) the execution by the Servicer of an assignment for the
benefit of its creditors;

(e) any material change in the financial status of the Servicer
that, in the opinion of the Master Servicer, could
materially adversely affect the Trustee, the Master Servicer
or the Servicer's ability to service the Mortgage Loans;

(f) the Servicer's placement on probation or suspension by a
federal or state government agency, including, without
limitation, FHLMC, FNMA or GNMA;

(g) the Servicer's assignment or attempted assignment of any of
its interests, rights, or obligations set forth herein
without the Master Servicer's prior written consent; or

(h) the Servicer has been terminated for cause pursuant to the
terms of another servicing agreement with the Master
Servicer.

19.2.2 TRUSTEE NOTIFICATION. The Master Servicer shall notify the
Trustee of the occurrence of any of the events set forth in Section 19.2.1,
together with the Master Servicer's recommended course of action regarding
the termination of the Servicer.

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19.2.3 SERVICER TERMINATION. (a) Following the occurrence of any of the
events set forth in Section 19.2.1, the Trustee may elect, at its
reasonable discretion, to terminate the Servicer under this Agreement with
respect to the Mortgage Loans. The Trustee shall provide a written
termination notice to the Servicer.

(b) Notwithstanding anything to the contrary in this Agreement, the
Trustee or, if applicable, the Trust Administrator may terminate the
Servicer following the occurrence of any of the events set forth in Section
3.09 of the Pooling and Servicing Agreement, in accordance with the
procedure for termination set forth therein.

19.2.4 CONSEQUENCES OF TERMINATION. If this Agreement with the Servicer
is terminated pursuant to Section 19.2.3 hereof, the Servicer shall deliver
all Servicer Mortgage Loan Files, in their entirety, for those Mortgage
Loans serviced under this Agreement, as well as any other documents or
reports held by the Servicer concerning such Mortgage Loans, to the
transferee designated by the Master Servicer, which may be the Master
Servicer, and shall assist in the efficient and timely transfer of the
servicing to such transferee. The Servicer shall not be entitled to
compensation for servicing following its termination.

19.2.5 EFFECT OF TERMINATION. In the event of the termination of this
Agreement, the Servicer is not released from its obligations under this
Agreement. If its servicing is terminated for cause, the Servicer must pay
the expenses of the Master Servicer incurred in connection with transfer of
the servicing and any actual and direct damages, including, without
limitation, actual and direct damages or losses of the Trustee and the
Master Servicer resulting from such termination.

19.2.6 CUSTODIAL ACCOUNT THRESHOLD REDUCTION. In the event that any of
the events specified in clauses (a) through (h) of Section 19.2.1 or in
clauses (g), (h) or (i) of Section 4.1.5 occur, the Master Servicer, in its
reasonable discretion, may notify the Servicer in writing that the
applicable Threshold Amount has been reduced to such amount not less than
$1,000 as shall be specified in such notice.

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ARTICLE 20

MISCELLANEOUS PROVISIONS

Section 20.1 AMENDMENTS

20.1.1 UNILATERAL AUTHORITY. The Servicer acknowledges that the Master
Servicer may, upon written notice, supplement or amend the provisions of
this Agreement from time to time, without the need to obtain the Servicer's
consent to (a) correct ambiguous or erroneous provisions in this Agreement;
(b) make changes necessary or helpful to maintain compliance with
applicable law; (c) conform to evolving industry standards regarding the
servicing of residential mortgage loans generally; (d) modify Schedule I to
reflect the purchase of any Mortgage Loan pursuant to this Agreement or
another agreement or to change the applicable loan group for any Mortgage
Loan; (e) to change the definition of Applicable Unscheduled Receipt Period
with respect to any Mortgage Loan and any type of Unscheduled Principal
Receipt from a Mid-Month Receipt Period to a Prior Month Receipt Period or
from a Prior Month Receipt Period to a Mid-Month Receipt Period; or (f)
make such other modifications or amendments thereto, which the Master
Servicer deems advisable, provided that no such modification or amendment
shall have a material adverse impact so as to materially increase the
obligations of, or to materially decrease the benefits to, the Servicer.

20.1.2 CONSENSUAL AMENDMENT. Except as provided for in Section 20.1.1
hereof, the Master Servicer must obtain the written consent of the Servicer
to any amendment hereto that would either increase materially the
obligations of the Servicer or decrease materially the benefits to the
Servicer.

20.1.3 TRUSTEE NOTIFICATION. The Trustee shall be provided with notice
of the substance of any amendments or modifications made to this Servicing
Agreement pursuant to the provisions of this Section 20.1.

20.1.4 TRUSTEE DISAPPROVAL. With regard to any proposed modification or
amendment to this Agreement which shall have a material adverse impact upon
the beneficial rights enjoyed hereunder by the Trustee, the Trustee shall
receive written notice of the substance of any proposed amendments or
modifications at least ten business days prior to the proposed date of
enactment of such amendment or modification which shall also state therein
the proposed date of enactment. If the Trustee notifies the Master
Servicer in writing, prior to the proposed date of enactment, of its
opposition to the adoption of such an amendment or modifications, the
Master Servicer shall not proceed with such modification or amendment.

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Section 20.2 GENERAL CONSTRUCTION

20.2.1 BINDING NATURE. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.

20.2.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding between the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous servicing
agreements, understandings, inducements and conditions, expressed or
implied, oral or written, of any nature whatsoever with respect to the
subject matter thereof. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of
the terms hereof.

20.2.3 GOVERNING LAW. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement shall be governed by,
construed, interpreted and enforced in accordance with the laws of the
State of New York, notwithstanding any New York or other choice-of-law
rules to the contrary.

20.2.4 INDULGENCES NOT WAIVERS. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power
or privilege, nor shall any waiver of any right, remedy, power or
privilege, with respect to any occurrence be construed as a waiver of such
right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the
party asserted to have granted such waiver.

20.2.5 TITLES NOT TO AFFECT INTERPRETATION. The titles of the articles
and sections contained in this Agreement are for convenience only, and they
neither form a part of this Agreement nor are they to be used in the
construction or interpretation hereof.

20.2.6 PROVISIONS SEVERABLE. The provisions of this Agreement are
independent of and severable from each other, and no provision shall be
affected or rendered invalid or unenforceable by virtue of the fact that
for any reason any other or others of them may be invalid or unenforceable
in whole or in part.

20.2.7 SERVICER AN INDEPENDENT CONTRACTOR. All services, duties and
responsibilities of the Servicer under this Agreement shall be performed
and carried out by the Servicer as an independent contractor, and none of
the provisions of this Agreement

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shall be deemed to make, authorize or appoint the Servicer as agent or
representative of any Trustee of any Mortgage Loans or of the Master
Servicer.

20.2.8 THIRD PARTY BENEFICIARY. The parties agree that the Trustee and,
if applicable, the Trust Administrator are intended third party
beneficiaries of the representations, warranties, covenants and agreements
of the Servicer set forth in this Agreement. The Trustee shall have full
authorization to enforce directly against the Servicer any of the
obligations of the Servicer provided for herein.

20.2.9 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and such counterparts shall
constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date set forth above.

NORWEST MORTGAGE, INC.

as Servicer

By:
-------------------------------------
Name:
Title: Vice President

NORWEST BANK MINNESOTA;
NATIONAL ASSOCIATION

as Master Servicer

By:
-------------------------------------
Name:
Title: Vice President

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SCHEDULE I

MORTGAGE LOAN SCHEDULE

Cut-Off Date
Cut-Off Date Regarding
Unpaid initial coverage
Master Servicer Principal under this Servicing Fee Loan
Loan Number Balance Agreement Percentage Group Custodian
----------- -------- --------- --------- ----- ---------

<PAGE>

[LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

--------

We consent to the incorporation by reference in the Form S-3 Registration
Statement of Norwest Structured Assets, Inc. of our report dated January 17,
1996 on our audits of the consolidated financial statements of Financial
Security Assurance Inc. and Subsidiaries as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995. We also
consent to the reference to our Firm under the caption "Experts".

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

New York, New York
December 12, 1996