NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1997-16 TRUST
8-K, 1997-12-16
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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



Date of Report:  September 29, 1997
(Date of earliest event reported)

Commission File No. 333-21263




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



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



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




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




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


<PAGE>


ITEM 5.  Other Events

     On September 29, 1997,  Norwest Asset  Securities  Corporation,  a Delaware
corporation (the "Registrant"),  sold Mortgage Pass-Through Certificates, Series
1997-16,  Class A-1,  Class A-2, Class A-3, Class A-4, Class A-R, Class M, Class
B-1 and Class B-2 (the  "Offered  Certificates"),  having an aggregate  original
principal balance of $198,826,000. The Offered Certificates were issued pursuant
to a Pooling and Servicing Agreement,  dated as of September 29, 1997, among the
Registrant,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the "Master  Servicer" or "Norwest  Bank") and First Union  National  Bank,  as
trustee  (the  "Agreement"),  a copy of which is  filed  as an  exhibit  hereto.
Mortgage  Pass-Through  Certificates,  Series 1997-16,  Class A-PO  Certificates
having an aggregate  initial  principal  balance of  $313,535.15  and Class B-3,
Class B-4 and Class B-5  Certificates,  having an  aggregate  initial  principal
balance of $1,102,150.72  (the "Private Class B Certificates" and, together with
the Class A-PO Certificates and the Offered  Certificates,  the "Certificates"),
were also issued pursuant to the Agreement.

     As of the date of initial issuance,  the Offered Certificates  evidenced an
approximate  99.29%  undivided  interest in a trust fund (the  "Trust  Estate"),
consisting principally of a pool of fixed interest rate,  conventional,  monthly
pay,  fully-amortizing,  one-to  four-family  residential  first mortgage loans,
other than the Fixed  Retained  Yield (as defined in the  Agreement),  which may
include  loans  secured by shares issued by  cooperative  housing  corporations,
originated in connection  with the relocation of employees by various  corporate
employers that participated in the relocation program of Norwest Mortgage,  Inc.
and of employees of various non-participant  employees.  The remaining undivided
interests in the Trust Estate are  evidenced by the Class A-PO and Private Class
B  Certificates.   Distributions   on  the  Private  Class  B  Certificates  are
subordinated to distributions on the Offered Certificates.

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

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


<PAGE>


ITEM 7.  Financial Statements and Exhibits

          (c) Exhibits

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

         (EX-4)                                      Pooling    and    Servicing
                                                     Agreement,   dated   as  of
                                                     September  29, 1997,  among
                                                     Norwest  Asset   Securities
                                                     Corporation,  Norwest  Bank
                                                     Minnesota,         National
                                                     Association and First Union
                                                     National Bank, as trustee.


<PAGE>


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    NORWEST ASSET SECURITIES
                                     CORPORATION

September 29, 1997

                                    /s/ Patrick Greene
                                    -------------------------------
                                    Patrick Greene
                                    Assistant Vice President


<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


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


  (EX-4)              Pooling and Servicing                          E
                      Agreement, dated as of September 29, 1997
                      among Norwest Asset Securities
                      Corporation, Norwest Bank Minnesota,
                      National Association and First Union
                      National Bank, as trustee.

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





                      NORWEST ASSET SECURITIES CORPORATION

                                    (Seller)

                                       and

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                (Master Servicer)

                                       and

                            FIRST UNION NATIONAL BANK

                                    (Trustee)


                         POOLING AND SERVICING AGREEMENT

                         Dated as of September 29, 1997

                                 $200,241,685.87

                       Mortgage Pass-Through Certificates
                                 Series 1997-16


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


<PAGE>


                               TABLE OF CONTENTS

                                                                           Page

                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF THE CERTIFICATES

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

                                   ARTICLE III

                       ADMINISTRATION OF THE TRUST ESTATE:
                         SERVICING OF THE MORTGAGE LOANS

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

                                   ARTICLE IV

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

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

                                    ARTICLE V

                                THE CERTIFICATES

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

                                   ARTICLE VI

                       THE SELLER AND THE MASTER SERVICER

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

                                   ARTICLE VII

                                     DEFAULT

Section 7.01. Events of Default................................................
Section 7.02. Other Remedies of Trustee........................................
Section 7.03. Directions by Certificateholders and  Duties of Trustee
                 During Event of Default.......................................
Section 7.04. Action upon Certain Failures of the  Master Servicer and
                 upon Event of Default.........................................
Section 7.05. Trustee to Act; Appointment of Successor.........................
Section 7.06. Notification to Certificateholders...............................

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

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

                                   ARTICLE XI

                             TERMS FOR CERTIFICATES

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


<PAGE>


                                    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-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 1997-16 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 [A-PO] [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


<PAGE>


     This  Pooling  and  Servicing  Agreement,  dated as of  September  29, 1997
executed  by NORWEST  ASSET  SECURITIES  CORPORATION,  as Seller,  NORWEST  BANK
MINNESOTA,  NATIONAL ASSOCIATION,  as Master Servicer,  and FIRST UNION NATIONAL
BANK, as Trustee.


                                WITNESSETH THAT:

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

ARTICLE I

DEFINITIONS

Section 1.01.     Definitions.

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

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

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

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

     Adjusted  Principal  Balance:  As to any Distribution  Date and 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.

     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 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 $100,000
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 one of the Class A-1 Certificates,  Class A-2
Certificates,  Class A-3  Certificates  and Class A-4  Certificates,  beneficial
ownership and  transfers of which shall be evidenced by, and made through,  book
entries by the Clearing Agency as described in Section 5.01(b).

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

     Certificate:  Any one of the Class A Certificates,  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-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.

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

     Class A Prepayment Percentage: As to any Distribution Date to and including
the  Distribution  Date in September  2002,  100%. As to any  Distribution  Date
subsequent to September 2002 to and including the Distribution Date in September
2003,  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 September  2003 to and including  the  Distribution  Date in
September 2004, 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 September  2004 to and including  the  Distribution  Date in
September 2005, 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 September  2005 to and including  the  Distribution  Date in
September 2006, 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  September  2006,  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 September  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  October 2002 and September 2003
(2) 35% of the Original Subordinated Principal Balance if such Distribution Date
occurs  between and including  October 2003 and September  2004,  (3) 40% of the
Original Subordinated Principal Balance if such Distribution Date occurs between
and  including  October  2004  and  September  2005,  (4)  45% of  the  Original
Subordinated  Principal  Balance if such  Distribution  Date occurs  between and
including  October  2005  and  September  2006,  and  (5)  50% of  the  Original
Subordinated  Principal Balance if such Distribution Date occurs during or after
October  2006.  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 a Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in the preceding sentence are met.

     Class A Principal  Balance:  As of any date,  an amount equal to the sum of
the 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-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-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  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,  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 such  Class A Subclass  Principal  Balance of any 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 allocated through such Determination Date
to such Class A Subclass 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 (a) all amounts previously  distributed
in respect of the Class A-PO Certificates on prior  Distribution  Dates pursuant
to  Paragraphs  third  clause  (B) and  fourth of  Section  4.01(a)  and (b) the
Realized  Losses  allocated  through such  Determination  Date to the Class A-PO
Certificates pursuant to Section 4.02(b).  After the Cross-Over Date, such 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.

     Class A Subclass  Shortfall  Percentage:  As to any  Distribution  Date and
Class A Subclass,  the  percentage  calculated  by dividing the Class A Subclass
Unpaid  Interest  Shortfall  for such  Class A  Subclass  by the  Class A Unpaid
Interest  Shortfall,  in  each  case  determined  as of the  day  preceding  the
applicable Distribution Date.

     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-4 Percentage:  The Class A Subclass  Principal Balance of the Class
A-4 Certificates divided by the Pool Balance (Non-PO Portion).

     Class A-4 Prepayment Shift  Percentage:  As to any  Distribution  Date, the
percentage indicated below:

Distribution Date Occurring In            Class A-4 Prepayment Shift Percentage

October 1997 through September 2002....                   0%
October 2002 through September 2003....                  30%
October 2003 through September 2004....                  40%
October 2004 through September 2005....                  60%
October 2005 through September 2006....                  80%
October 2006 and thereafter............                 100%

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

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

     Class A-PO 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 a  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.

     Class B Pass-Through Rate: As to any Distribution Date, 6.75% 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.

     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
         portion of any  unreimbursed  Periodic  Advances  previously  made by a
         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 allocated
through  such  Determination  Date to the Class  B-1  Certificates  pursuant  to
Section  4.02(b)  and  (ii)  the  Adjusted  Pool  Amount  as  of  the  preceding
Distribution  Date less the 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).

     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 a
         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.

     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
allocated through such Determination Date to the Class B-2 Certificates pursuant
to  Section  4.02(b)  and (ii) the  Adjusted  Pool  Amount  as of the  preceding
Distribution  Date less the sum of the Class A  Principal  Balance,  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.

     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 a
         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  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
through such Determination Date 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).

     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 a
         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  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
allocated through such Determination Date to the Class B-4 Certificates pursuant
to  Section  4.02(b)  and (ii) the  Adjusted  Pool  Amount  as of the  preceding
Distribution  Date less the 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;

                  (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 a
         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 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  allocated  through such  Determination  Date to the
Class B-5  Certificates  pursuant to Section  4.02(b) and (ii) the Adjusted Pool
Amount  as of the  preceding  Distribution  Date  less  the  sum of the  Class A
Principal  Balance,  the Class 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 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 a
         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, 6.75% 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.

     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  allocated
through such Determination Date 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.

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

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

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

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

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

               (A)  in the  case  where  the  Applicable  Unscheduled  Principal
                    Receipt  Period is the  Mid-Month  Receipt  Period  and such
                    Unscheduled  Principal  Receipt is received by the Servicers
                    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  Servicers  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 Servicers
                    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 Servicers  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 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,  the Seller, the Master Servicer and
the Trustee,  substantially in the form of Exhibit E hereto,  as the same may be
amended or modified from time to time in accordance with the terms thereof.

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

     Custodian:  Initially,  the Trustee, and thereafter the Custodian,  if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement.  The Custodian may (but need not) be the
Trustee or any Person  directly or  indirectly  controlling  or controlled by or
under common control of the Trustee.  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.

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

     Cut-Off  Date  Principal  Balance:  As to each  Mortgage  Loan,  its unpaid
principal  balance as of the close of business on the Cut-Off  Date (but without
giving effect to any Unscheduled  Principal  Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled  monthly payments of principal due
after the Cut-Off  Date but  received by the  Servicers 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 6.75%.

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

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

     Eligible  Account:  One or more  accounts  (i) that are  maintained  with a
depository  institution  (which may be the Master Servicer) whose long-term debt
obligations  (or,  in the case of a  depository  institution  which is part of a
holding company structure, the long-term debt obligations of such parent holding
company)  at the  time of  deposit  therein  are  rated  at  least  "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured  by the FDIC  through  either  the Bank  Insurance  Fund or the  Savings
Association  Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the  limit  established  by the FDIC) and the  uninsured  deposits  in which
accounts are otherwise secured,  as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected  first  security
interest  against any collateral  securing such funds that is superior to claims
of any other  depositors or creditors of the depository  institution  with which
such accounts are maintained,  (iv) that are trust accounts  maintained with the
trust department of a federal or state chartered depository institution or trust
company  acting in its  fiduciary  capacity  or (v) such other  account  that is
acceptable  to each of the Rating  Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the  imposition of any federal tax on
the REMIC.

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

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

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

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

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

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

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

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

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

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

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

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

     Errors and Omissions Policy: As defined in 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 a
Servicing Agreement.

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

     Fixed  Retained  Yield:  The fixed  percentage of interest on each Mortgage
Loan with a Mortgage  Interest  Rate greater than the sum of (a) 6.75%,  (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) 6.75%,  (ii) the Servicing Fee Rate and (iii)
the Master Servicing Fee Rate.

     FNMA:  Fannie Mae or any successor thereto.

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

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

     Fraud Loss Amount:  As of any  Distribution  Date after the Cut-Off Date an
amount  equal to:  (X) prior to the first  anniversary  of the  Cut-Off  Date an
amount  equal to  $4,004,833.72  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 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 (or, in the case of the first
Distribution  Date,  from  and  including  the  Cut-Off-Date)  occurring  in the
calendar month  preceding the month in which such  Distribution  Date occurs and
ending on the day preceding the  Determination  Date immediately  preceding such
Distribution Date.

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

     Month End Interest:  As defined in each Servicing Agreement.

     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;

                   (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)    for each  Exhibit F-3  Mortgage  Loan,  the
                           name of the Servicer with respect thereto;

                  (xvi)    Fixed Retained Yield, if applicable; and

                 (xvii)    the Master Servicing Fee.

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

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

     Mortgage Note: The note or other  evidence of  indebtedness  evidencing the
indebtedness  of a Mortgagor  under a Mortgage  Loan  together  with any related
Mortgage Loan Riders, if applicable.

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

     Mortgagor:  The obligor on a Mortgage Note.

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

     Net Liquidation Proceeds:  As to any 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 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 applicable Servicer.

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

     Non-PO Fraction:  With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient  obtained by dividing the Net Mortgage  Interest  Rate for
such Mortgage Loan by 6.75%.

     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,  the Master  Servicer  or the  Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately  recoverable from Liquidation Proceeds or other recoveries in respect
of the related  Mortgage Loan.  The  determination  by the Servicer,  the Master
Servicer or the Trustee  (i) that it has made a  Nonrecoverable  Advance or (ii)
that any proposed Periodic  Advance,  if made, would constitute a Nonrecoverable
Advance,  shall  be  evidenced  by an  Officer's  Certificate  of  the  Servicer
delivered to the Master  Servicer for  redelivery to the Trustee or, in the case
of a Master  Servicer  determination,  an  Officer's  Certificate  of the Master
Servicer  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
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(f).

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

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

     Norwest  Servicing  Agreement:  The Servicing  Agreement  providing for the
servicing  of the Exhibit F-1  Mortgage  Loans 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) (a) 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 (b) 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
and Class A-R Certificates, as set forth in Section 11.06.

     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.

     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 B 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.

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

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

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

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

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

     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 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 a 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;

               (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

               (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
          pursuant  to Section  4.02 other than  Recoveries  covered by the last
          sentence of Section 4.02(d).

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

     Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate of
6.75% or greater.

     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  Agencies for the Class A Certificates  and Class M Certificates  are
DCR and S&P. The Rating Agency for the Class B-1, Class B-2, Class B-3 and Class
B-4  Certificates  is DCR.  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 D-1+ in the
case of DCR and  A-1+ in the  case of S&P and in the  case of any  other  Rating
Agency  shall mean its  equivalent  of such  ratings.  References  herein to the
highest long-term rating categories of a Rating Agency shall mean AAA and in the
case of any other Rating Agency shall mean its equivalent of such rating without
any plus or minus.

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

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

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

     Relevant Anniversary:  See "Bankruptcy Loss Amount."

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

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

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

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

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

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

     Responsible Officer: When used with respect to the Trustee, the Chairman or
Vice-Chairman   of  the  Board  of  Directors  or  Trustees,   the  Chairman  or
Vice-Chairman  of the Executive or Standing  Committee of the Board of Directors
or Trustees, the President,  the Chairman of the Committee on Trust Matters, any
Vice  President,  the Secretary,  any Assistant  Secretary,  the Treasurer,  any
Assistant  Treasurer,  the Cashier,  any Assistant Cashier, any Trust Officer or
Assistant  Trust Officer,  the  Controller  and any Assistant  Controller or any
other officer of the Trustee customarily  performing  functions similar to those
performed by any of the  above-designated  officers and also,  with respect to a
particular  matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

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

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

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

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

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

     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, Citicorp Mortgage Inc., The Huntington
Mortgage  Company  and FT  Mortgage  Companies  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 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.

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

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

     Single  Certificate:  A Certificate of any Class 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 the applicable  Servicing  Agreement and (b) any
loss caused by or resulting from:

               (1)  normal wear and tear;

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

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

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

     Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$2,002,416.86 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  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-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 Servicing  Agreements,  property which secured a Mortgage
Loan and which has been acquired by foreclosure or deed in lieu of foreclosure.

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

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

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

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

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

     Voting  Interest:  With respect to any provisions  hereof providing for the
action,  consent  or  approval  of the  Holders of all  Certificates  evidencing
specified Voting  Interests in the Trust Estate,  (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 1997-16  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  Interests 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 Interests 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.

     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.

Section 1.03. Effect of Headings and Table of Contents.

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

Section 1.04. Benefits of Agreement.

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


<PAGE>


ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans.

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

     In connection with such assignment,  the Seller shall, with respect to each
Mortgage Loan,  deliver,  or cause to be delivered,  to the Trustee,  as initial
custodian,  on or before the Closing Date,  an Owner  Mortgage Loan File. If any
Mortgage or an assignment  of a Mortgage to the Trustee or any prior  assignment
is in the  process of being  recorded  on the  Closing  Date,  the Seller  shall
deliver a copy thereof,  certified by Norwest Mortgage or the applicable Norwest
Mortgage  Correspondent  to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded  document or  certified  copy  thereof to be  delivered  to the Trustee
promptly  following  its  recordation,  but in no event  later than one (1) year
following the Closing  Date.  The Seller shall also cause to be delivered to the
Trustee any other  original  mortgage  loan document to be included in the Owner
Mortgage  Loan File if a copy thereof has been  delivered.  The Seller shall pay
from its own funds, without any right of reimbursement  therefor,  the amount of
any costs,  liabilities  and expenses  incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original  Mortgage or assignment of Mortgage
not delivered to the Trustee on the Closing Date.

     In lieu of recording an  assignment  of any Mortgage the Seller may, to the
extent  set forth in the  related  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 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.

Section 2.02. Acceptance by Trustee.

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

     In the case of a repurchased Mortgage Loan or property,  the purchase price
shall be deposited by the Seller in the  Certificate  Account  maintained by the
Master Servicer  pursuant to Section 3.01. In the case of a Substitute  Mortgage
Loan,  the Owner  Mortgage Loan File relating  thereto shall be delivered to the
Trustee and the  Substitution  Principal  Amount,  together with (i) interest on
such Substitution  Principal Amount at the applicable Net Mortgage Interest Rate
to the following Due Date of such Mortgage Loan which is being  substituted  for
and (ii) an  amount  equal to the  aggregate  amount  of  unreimbursed  Periodic
Advances  in respect of interest  previously  made by the  Servicer,  the Master
Servicer or the Trustee with respect to such Mortgage  Loan,  shall be deposited
in the Certificate  Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the  month of  substitution  shall  not be part of the Trust
Estate. Upon receipt by the Trustee of written  notification of any such deposit
signed by an officer of the Seller,  or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner  Mortgage
Loan  File and  shall  execute  and  deliver  such  instrument  of  transfer  or
assignment,  in each case without recourse, as shall be necessary to vest in the
Seller  legal  and  beneficial  ownership  of such  substituted  or  repurchased
Mortgage Loan or property.  It is understood  and agreed that the  obligation of
the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan
or property as to which such a material defect in a constituent  document exists
shall  constitute  the sole  remedy  respecting  such  defect  available  to the
Certificateholders  or the  Trustee  on  behalf of the  Certificateholders.  The
failure of the Trustee to give any notice  contemplated herein within forty-five
(45) days after the execution of this Agreement  shall not affect or relieve the
Seller's  obligation  to  repurchase  any Mortgage Loan pursuant to this Section
2.02.

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

Section 2.03.  Representations  and  Warranties  of the Master  Servicer and the
               Seller.

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

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

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

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

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

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

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

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

               (i) The  information  set forth in the Mortgage Loan Schedule was
          true  and  correct  in all  material  respects  at the  date or  dates
          respecting  which such  information  is  furnished as specified in the
          Mortgage Loan Schedule;

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

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

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

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

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

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

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

               (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 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 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
          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;

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

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

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

               (xxvi) If the Mortgage Loan is secured by a long-term residential
          lease,  (1) the lessor under the lease holds a fee simple  interest in
          the land; (2) the terms of such lease expressly  permit the mortgaging
          of the  leasehold  estate,  the  assignment  of the lease  without the
          lessor's  consent and the acquisition by the holder of the Mortgage of
          the rights of the lessee upon  foreclosure  or  assignment  in lieu of
          foreclosure  or provide the holder of the Mortgage with  substantially
          similar protections;  (3) the terms of such lease do not (a) allow the
          termination  thereof upon the lessee's  default  without the holder of
          the  Mortgage  being  entitled  to  receive  written  notice  of,  and
          opportunity to cure,  such default,  (b) allow the  termination of the
          lease in the event of damage or destruction as long as the Mortgage is
          in  existence,  (c)  prohibit  the holder of the  Mortgage  from being
          insured  (or  receiving   proceeds  of  insurance)  under  the  hazard
          insurance policy or policies relating to the Mortgaged Property or (d)
          permit any increase in rent other than  pre-established  increases set
          forth in the lease;  (4) the  original  term of such lease is not less
          than 15 years;  (5) the term of such lease does not terminate  earlier
          than five years after the maturity date of the Mortgage  Note; and (6)
          the Mortgaged  Property is located in a jurisdiction  in which the use
          of  leasehold   estates  in  transferring   ownership  in  residential
          properties is a widely accepted practice;

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

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

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

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  October  25,  2027  for  purposes  of Code  Section
860G(a)(1).


<PAGE>


ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE:  SERVICING
OF THE MORTGAGE LOANS

Section 3.01. Certificate Account.

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

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

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

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

     (c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible  Investments.  No such Eligible Investments will be sold
or  disposed  of at a gain prior to  maturity  unless the  Master  Servicer  has
received an Opinion of Counsel or other  evidence  satisfactory  to it that such
sale or disposition  will not cause the Trust Estate to be subject to Prohibited
Transactions Tax,  otherwise subject the Trust Estate to tax, or cause the REMIC
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.

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 a 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
          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 the
          related  Servicing  Agreement) and any unpaid  assumption  fees,  late
          payment  charges or other  Mortgagor  charges on the related  Mortgage
          Loan;

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

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

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

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

Section 3.03. Advances by Master Servicer and Trustee.

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

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,
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
reasonable  expectation  of an  adverse  effect  on  Certificateholders  may  be
established  through the delivery to the Trustee of (i) an Opinion of Counsel to
such effect or (ii) written  notification  from each Rating Agency to the effect
that such  amendment or  supplement  will not result in reduction of the current
rating assigned by that Rating Agency to the Certificates.  Notwithstanding  the
two immediately preceding sentences, the Trustee may, in its discretion, decline
to enter into or consent to any such  supplement or amendment if its own rights,
duties or immunities shall be adversely affected.

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

     (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 be
approved  unless (i) the modified  Mortgage  Loan would  qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification  that
occurs more than three  months after the Closing Date and is not the result of a
default or a reasonably  foreseeable  default under the Mortgage Loan,  there is
delivered  to the  Trustee an Opinion  of Counsel  (at the  expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification  would
not be treated as giving rise to a new debt  instrument  for federal  income tax
purposes as described in the preceding sentence.

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

     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 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 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 such
Servicer acted in accordance with its normal procedures.

Section 3.09. Termination and Substitution of Servicing Agreement.

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


<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,  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,  pro rata,  based upon
their  respective  Class A Subclass Unpaid Interest  Shortfall,  in an aggregate
amount up to the sum of the Class A Subclass Unpaid Interest Shortfall;

     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;

     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;

     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;

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

     first, to the Class A-4 Certificates, up to the Class A-4 Priority Amount;

     second, to the Class A-1 Certificates, until the Class A Subclass Principal
Balance thereof has been reduced to zero;

     third, concurrently, to the Class A-2 and Class A-R Certificates, pro rata,
until the Class A  Subclass  Principal  Balance of each such  Subclass  has been
reduced to zero;

     fourth, to the Class A-3 Certificates, until the Class A Subclass Principal
Balance thereof has been reduced to zero; and

     fifth,  to the  Class  A-4  Certificates,  without  regard to the Class A-4
Priority Amount,  until the Class A Subclass  Principal Balance thereof has been
reduced to zero.

     (c) Notwithstanding  the foregoing,  on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal  Distribution
Amount shall be distributed among the 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 Class M Certificates  and/or 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 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
Balances 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 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 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
persons other than U.S. Persons ("Non-U.S.  Persons"). Amounts withheld pursuant
to this  Section  4.01(f)  shall be treated as having  been  distributed  to the
related  Certificateholder for all purposes of this Agreement.  For the purposes
of this  paragraph,  a "U.S.  Person"  is a citizen  or  resident  of the United
States,  a  corporation,  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 (i) 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 U.S. Persons have the authority to control all substantial decisions
of such  trust or (ii) for all other  taxable  years,  such  trust is subject to
United States 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;

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

     (e) The interest  portion of Excess  Special  Hazard  Losses,  Excess Fraud
Losses and Excess  Bankruptcy  Losses shall be  allocated  among (i) the Class A
Certificates,  (ii) the Class M Certificates and (iii) the 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  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 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.

     (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;

               (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;

               (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;

               (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

               (xxviii) 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 the  Class A-R  Certificate)  with a $1,000  Denomination,  and as a dollar
amount per Class A-R Certificate with a $100 Denomination.

     Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time  during the  calendar  year was the  Holder of a  Certificate  a  statement
containing  the  information  set forth in clauses (i) and (ii)(a)  above in the
case of a Class A Certificateholder,  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 from time to time in force.

     Prior to the close of business on the third  Business  Day  preceding  each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the  information  in such  statement to be made
available  to  Certificateholders  by the Master  Servicer  on written  request)
setting  forth the Class A 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 B-3,  Class B-4 or Class B-5  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 such Servicer shall be in form and substance sufficient
to meet the reporting  requirements  imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with  sufficient  information to
allow the Master  Servicer  to, for each year  ending  after the  Cut-Off  Date,
provide,  or cause to be  provided,  to the  Internal  Revenue  Service  and the
Mortgagors such  information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).

Section 4.06.  Calculation  of Amounts;  Binding Effect of  Interpretations  and
               Actions of Master Servicer.

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


<PAGE>


ARTICLE V

THE CERTIFICATES

Section 5.01. The Certificates.

     (a) The Class A, 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  Certificates)  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-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."

     (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.

Section 5.02. Registration of Certificates.

     (a) The Trustee shall cause to be kept at one of the offices or agencies to
be maintained in  accordance  with the  provisions of Section 5.06 a Certificate
Register in which,  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  A-PO,  Class  B-3,  Class  B-4 or  Class  B-5
Certificate   shall  be  made  (other  than  the  transfer  of  the  Class  A-PO
Certificates  to an  affiliate  of the Seller on the  Closing  Date)  unless the
registration  requirements  of the Securities  Act of 1933, as amended,  and any
applicable  State  securities laws are complied with, or such transfer is exempt
from the registration  requirements under said Act and laws. In the event that a
transfer is to be made in reliance upon an exemption  from said Act or laws, (i)
unless such transfer is made in reliance on Rule 144A, the Trustee or the Seller
may, if such  transfer  is to be made within  three years after the later of (i)
the date of the initial sale of  Certificates or (ii) the last date on which the
Seller or any affiliate thereof was a Holder of the Certificates  proposed to be
transferred,   require  a  Class  A-PO,  Class  B-3,  Class  B-4  or  Class  B-5
Certificateholder  to deliver a written Opinion of Counsel  acceptable to and in
form and  substance  satisfactory  to the Trustee and the Seller,  to the effect
that  such  transfer  may be  made  pursuant  to an  exemption,  describing  the
applicable exemption and the basis therefor,  from said Act and laws or is being
made  pursuant to said Act and laws,  which  Opinion of Counsel  shall not be an
expense of the Trustee, the Seller or the Master Servicer,  and (ii) the Trustee
shall  require  the  transferee  (other than an  affiliate  of the Seller on the
Closing  Date) to execute an  investment  letter in the form of Exhibit J hereto
certifying to the Seller and the Trustee the facts  surrounding  such  transfer,
which  investment  letter shall not be an expense of the Trustee,  the Seller or
the Master  Servicer.  The Holder of a Class A-PO, Class B-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 A-PO,  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 A-PO (other than to an  affiliate  of the Seller
on the Closing  Date),  Class M or Class B Certificate  shall be made unless the
Trustee and Seller  shall have  received  (i) a  representation  letter from the
transferee in the form of Exhibit J hereto,  in the case of a Class A-PO,  Class
B-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 or other  retirement
arrangement  subject to Title I of ERISA or Code Section 4975, or a governmental
plan,  as defined in Section  3(32) of ERISA,  subject to any federal,  state or
local law ("Similar Law") which is to a material extent similar to the foregoing
provisions  of ERISA or the Code  (collectively,  a "Plan")  and is not a person
acting on behalf of or using the assets of any such Plan,  which  representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) with  respect  to the  Class M and  Class B  Certificates  only,  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  A-PO,  Class M or Class B
Certificate  presented for  registration  in the name of a Plan, or a trustee of
any such Plan,  (A) an Opinion of Counsel  satisfactory  to the  Trustee and the
Seller to the effect that the purchase or holding of such Class A-PO, 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 and (B) such other opinions of counsel,  officer's
certificates  and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trustee,  the Seller or the Master
Servicer.  The Class A-PO, 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 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  acting on behalf of or investing the assets of a Plan (such Plan or
Person,  an  "ERISA  Prohibited  Holder")  or  to  an  individual,  corporation,
partnership or other person unless such transferee (i) is not a Non-U.S.  Person
or (ii) is a Non-U.S.  Person that holds the Class A-R Certificate in connection
with the  conduct  of a trade or  business  within  the  United  States  and has
furnished  the  transferor  and the Trustee with an effective  Internal  Revenue
Service Form 4224 or (iii) is a Non-U.S.  Person that has  delivered to both the
transferor and the Trustee an opinion of a nationally  recognized tax counsel to
the effect that the transfer of the Class A-R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
that such  transfer of the Class A-R  Certificate  will not be  disregarded  for
federal  income tax purposes (any such person who is not covered by clauses (i),
(ii) or (iii)  above  being  referred  to  herein  as a  "Non-permitted  Foreign
Holder"),  and any such purported transfer shall be void and have no effect. The
Trustee  shall  not  execute,   and  shall  not   authenticate   (or  cause  the
Authenticating  Agent to authenticate) and deliver,  a new Class A-R Certificate
in connection  with any such transfer to a  disqualified  organization  or agent
thereof (including a broker,  nominee or middleman),  an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or  registration  of transfer,  or
register the transfer of, the Class A-R Certificate, unless the transferor shall
have provided to the Trustee an affidavit, substantially in the form attached as
Exhibit H hereto, signed by the transferee, to the effect that the transferee is
not such a disqualified organization,  an agent (including a broker, nominee, or
middleman)  for any  entity  as to  which  the  transferee  has not  received  a
substantially  similar affidavit,  an ERISA Prohibited Holder or a Non-permitted
Foreign  Holder,  which affidavit shall contain the consent of the transferee to
any such  amendments of this Agreement as may be required to further  effectuate
the  foregoing  restrictions  on  transfer  of  the  Class  A-R  Certificate  to
disqualified  organizations,  ERISA Prohibited Holders or Non-permitted  Foreign
Holders.  Such affidavit shall also contain the statement of the transferee that
(i) the  transferee  has  historically  paid its debts as they have come due and
intends to do so in the  future,  (ii) the  transferee  understands  that it may
incur  liabilities in excess of cash flows  generated by the residual  interest,
(iii) the transferee  intends to pay taxes  associated with holding the residual
interest as they become due and (iv) the transferee  will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.

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

     Upon notice to the Master Servicer that any legal or beneficial interest in
any  portion of the Class A-R  Certificate  has been  transferred,  directly  or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions,  (i) such
transferee  shall be deemed to hold the Class A-R  Certificate  in  constructive
trust for the last  transferor who was not a disqualified  organization or agent
thereof,  and such  transferor  shall be  restored as the owner of the Class A-R
Certificate as completely as if such transfer had never occurred,  provided that
the Master Servicer may, but is not required to, recover any distributions  made
to such  transferee  with  respect  to the Class A-R  Certificate,  and (ii) the
Master  Servicer  agrees to furnish to the Internal  Revenue  Service and to any
transferor  of the Class A-R  Certificate  or such agent  (within 60 days of the
request therefor by the transferor or agent) such  information  necessary to the
application  of Code Section  860E(e) as may be required by the Code,  including
but not limited to the present value of the total anticipated  excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer.  At the election of the Master  Servicer,  the cost to the Master
Servicer of computing  and  furnishing  such  information  may be charged to the
transferor or such agent referred to above;  however,  the Master Servicer shall
in no event be excused from furnishing such information.

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

     If (i) any  mutilated  Certificate  is  surrendered  to the  Trustee or the
Authenticating  Agent,  or the  Trustee  or the  Authenticating  Agent  receives
evidence  to  its  satisfaction  of  the  destruction,  loss  or  theft  of  any
Certificate,  and (ii) there is delivered  to the Trustee or the  Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless,  then,  in the absence of notice to the Trustee or the  Authenticating
Agent that such  Certificate  has been  acquired by a bona fide  purchaser,  the
Trustee shall execute and  authenticate  (or cause the  Authenticating  Agent to
authenticate)  and deliver,  in exchange  for or in lieu of any such  mutilated,
destroyed,  lost or stolen  Certificate,  a new  Certificate  of like  tenor and
principal portion or Percentage Interest and of the same Class 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,  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
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.


<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 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
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.

Section 6.07. Indemnification of Trustee and Seller by Master Servicer.

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


<PAGE>


ARTICLE VII

DEFAULT

Section 7.01. Events of Default.

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

               (i) any failure by the Master  Servicer (a) to remit any funds to
          the Paying Agent as required by Section 4.03 or (b) to  distribute  or
          cause to be distributed to Certificateholders  any payment required to
          be made by the  Master  Servicer  under  the  terms of this  Agreement
          which,  in either  case,  continues  unremedied  for a period of three
          business  days  after  the date  upon  which  written  notice  of such
          failure,  requiring the same to be remedied,  shall have been given to
          the Master  Servicer by the Trustee or to the Master  Servicer and the
          Trustee by the holders of Certificates evidencing in the aggregate not
          less than 25% of the  aggregate  Voting  Interest  represented  by all
          Certificates; or

               (ii) any  failure  on the  part of the  Master  Servicer  duly to
          observe or perform in any material  respect any other of the covenants
          or agreements on the part of the Master  Servicer in the  Certificates
          or in this  Agreement  which  continues  unremedied for a period of 60
          days after the date on which written notice of such failure, requiring
          the same to be remedied,  shall have been given to the Master Servicer
          by the  Trustee,  or to the  Master  Servicer  and the  Trustee by the
          holders of Certificates  evidencing in the aggregate not less than 25%
          of the aggregate Voting Interest represented by all Certificates; or

               (iii) a  decree  or order of a court  or  agency  or  supervisory
          authority having jurisdiction in the premises for the appointment of a
          trustee,  conservator,  receiver  or  liquidator  in  any  bankruptcy,
          insolvency, readjustment of debt, marshaling of assets and liabilities
          or similar  proceedings,  or for the  winding-up or liquidation of its
          affairs,  shall have been entered against the Master Servicer and such
          decree or order shall have remained in force undischarged and unstayed
          for a period of 60 days; or

               (iv) the Master  Servicer  shall consent to the  appointment of a
          trustee, conservator,  receiver or liquidator or liquidating committee
          in any bankruptcy,  insolvency,  readjustment  of debt,  marshaling of
          assets and liabilities,  voluntary  liquidation or similar proceedings
          of or  relating  to the Master  Servicer,  or of or relating to all or
          substantially all of its property; or

               (v) the Master  Servicer  shall admit in writing its inability to
          pay its debts  generally  as they become due,  file a petition to take
          advantage of any applicable  insolvency,  bankruptcy or reorganization
          statute,  make an  assignment  for the  benefit  of its  creditors  or
          voluntarily suspend payment of its obligations;

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


<PAGE>


ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01. Duties of Trustee.

     The Trustee,  prior to the  occurrence of an Event of Default and after the
curing of all Events of Default which may have  occurred,  undertakes to perform
such  duties  and  only  such  duties  as are  specifically  set  forth  in this
Agreement.  In case an Event of Default has occurred (which has not been cured),
the Trustee,  subject to the provisions of Sections 7.01,  7.03,  7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same  degree of care and  skill in its  exercise  as a prudent  investor
would exercise or use under the  circumstances in the conduct of such investor's
own affairs.

     The Trustee,  upon receipt of all  resolutions,  certificates,  statements,
opinions,  reports,  documents,  orders or other  instruments  furnished  to the
Trustee  which  are  specifically  required  to be  furnished  pursuant  to  any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement;  provided,  however, that the Trustee shall
not be responsible  for the accuracy or content of any  certificate,  statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.

     No  provision of this  Agreement  shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:

               (i) Prior to the  occurrence of an Event of Default and after the
          curing of all such  Events of  Default  which may have  occurred,  the
          duties and  obligations  of the Trustee shall be determined  solely by
          the express  provisions  of this  Agreement,  the Trustee shall not be
          liable except for the  performance  of such duties and  obligations as
          are specifically set forth in this Agreement,  no implied covenants or
          obligations shall be read into this Agreement against the Trustee and,
          in the  absence of bad faith on the part of the  Trustee,  the Trustee
          may  conclusively  rely,  as to the  truth of the  statements  and the
          correctness of the opinions expressed  therein,  upon any certificates
          or  opinions   furnished  to  the  Trustee  and   conforming   to  the
          requirements of this Agreement;

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

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

     None of the  provisions  contained  in this  Agreement  shall  require  the
Trustee or 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 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  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
association  having its principal  office in a state and city  acceptable to the
Seller,  organized and doing business under the laws of such state or the United
States of  America,  authorized  under  such laws to  exercise  corporate  trust
powers, having a combined capital and surplus of at least $50,000,000,  or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section  310(a)(2) of the
Trust  Indenture Act of 1939,  (ii) be subject to  supervision or examination by
federal  or state  authority  and (iii)  have a credit  rating  or be  otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce  their  respective  then  current  ratings of the  Certificates  (or have
provided  such  security  from  time to  time as is  sufficient  to  avoid  such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining  authority,  then
for the  purposes  of this  Section  the  combined  capital  and surplus of such
corporation  or  association  shall be deemed  to be its  combined  capital  and
surplus as set forth in its most recent  report of  condition so  published.  In
case at any time the Trustee shall cease to be eligible in  accordance  with the
provisions of this Section,  the Trustee shall resign  immediately in the manner
and with the effect specified in Section 8.08.

Section 8.08. Resignation and Removal.

     The Trustee may at any time resign and be discharged  from the trust hereby
created by giving written notice of  resignation  to the Master  Servicer,  such
resignation to be effective upon the  appointment of a successor  trustee.  Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a  successor  trustee by written  instrument,  in  duplicate,  one copy of which
instrument  shall  be  delivered  to the  resigning  entity  and one copy to its
successor.  If no successor  trustee shall have been appointed and have accepted
appointment  within 30 days after the giving of such notice of resignation,  the
resigning  Trustee may  petition  any court of  competent  jurisdiction  for the
appointment of a successor trustee.

     If at any time the Trustee  shall cease to be eligible in  accordance  with
the  provisions of Section 8.07 and shall fail to resign after  written  request
for its resignation by the Master Servicer,  or if at any time the Trustee shall
become  incapable  of acting,  or an order for relief shall have been entered in
any  bankruptcy  or  insolvency  proceeding  with respect to such  entity,  or a
receiver of such entity or of its  property  shall be  appointed,  or any public
officer  shall  take  charge or control of the  Trustee  or of the  property  or
affairs  of the  Trustee  for  the  purpose  of  rehabilitation,  conversion  or
liquidation,  or the Master  Servicer shall deem it necessary in order to change
the situs of the Trust  Estate for state tax reasons,  then the Master  Servicer
shall remove the Trustee and appoint a successor trustee by written  instrument,
in duplicate,  one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.

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

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

Section 8.09. Successor.

     Any successor  trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment  hereunder,  and thereupon the resignation
or  removal  of  the  predecessor  trustee  shall  become  effective,  and  such
successor,  without any further act,  deed or  reconveyance,  shall become fully
vested with all the rights,  powers,  duties and  obligations of its predecessor
hereunder,  with like  effect as if  originally  named as  trustee  herein.  The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related  documents and statements held by it hereunder (other than any Owner
Mortgage  Loan  Files at the time held by a  Custodian,  which  Custodian  shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor  entity shall execute and deliver such  instruments
and do such  other  things as may  reasonably  be  required  for more  fully and
certainly  vesting and  confirming  in the  successor  trustee all such  rights,
powers,  duties and  obligations.  No  successor  shall  accept  appointment  as
provided in this Section  unless at the time of such  acceptance  such successor
shall be eligible under the provisions of Section 8.07

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

Section 8.10. Merger or Consolidation.

     Any Person into which the Trustee may be merged or  converted or with which
it may be  consolidated,  to which it may sell or transfer its  corporate  trust
business  and  assets  as a whole  or  substantially  as a whole  or any  Person
resulting from any merger, sale, transfer,  conversion or consolidation to which
the Trustee shall be a party,  or any Person  succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07,  without
the  execution  or filing of any paper or any  further act on the part of any of
the parties hereto,  anything herein to the contrary  notwithstanding,  and (ii)
the  Trustee  shall  deliver  an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger,  consolidation,  sale or transfer  will
not subject  the REMIC to federal,  state or local tax or cause the REMIC to not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee.

Section 8.11. Authenticating Agent.

     The Trustee may appoint an Authenticating  Agent, which shall be authorized
to act on  behalf  of  the  Trustee  in  authenticating  Certificates.  Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's  countersignature,  such  reference  shall be deemed to
include  authentication on behalf of the Trustee by the Authenticating Agent and
a  certificate  of  authentication  executed  on  behalf of the  Trustee  by the
Authenticating  Agent. The Authenticating Agent must be acceptable to the Seller
and the Master  Servicer and must be a corporation  organized and doing business
under  the laws of the  United  States  of  America  or of any  state,  having a
principal  office and place of  business in a state and city  acceptable  to the
Seller and the Master  Servicer,  having a combined  capital  and  surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.

     Any  corporation  into  which  the  Authenticating  Agent  may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which the Authenticating  Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the  Authenticating  Agent,  shall be the  Authenticating  Agent  without the
execution  or filing of any paper or any  further act on the part of the Trustee
or the Authenticating Agent.

     The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee,  the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the  Authenticating  Agent, the Seller
and the Master  Servicer.  Upon receiving a notice of resignation or upon such a
termination,  or in case at any time the Authenticating  Agent shall cease to be
eligible in accordance  with the  provisions  of this Section 8.11,  the Trustee
promptly  shall  appoint  a  successor  Authenticating  Agent,  which  shall  be
acceptable  to the  Master  Servicer,  and  shall  give  written  notice of such
appointment  to the  Seller,  and shall mail notice of such  appointment  to all
Certificateholders.  Any successor  Authenticating  Agent upon acceptance of its
appointment  hereunder shall become vested with all the rights,  powers,  duties
and  responsibilities  of its  predecessor  hereunder,  with  like  effect as if
originally named as  Authenticating  Agent herein.  No successor  Authenticating
Agent shall be appointed  unless  eligible  under the provisions of this Section
8.11.

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

Section 8.12. Separate Trustees and Co-Trustees.

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

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

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

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

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

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

     Any notice,  request or other  writing given to the Trustee shall be deemed
to have been given to each of the then  separate  trustees and  co-trustees,  as
effectively  as if  given  to each of  them.  Every  instrument  appointing  any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions  of this  Article.  Each separate  trustee and  co-trustee,  upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment,  either jointly with the Trustee, or
separately,  as may be provided  therein,  subject to all the provisions of this
Agreement,  specifically including every provision of this Agreement relating to
the conduct of,  affecting  the liability  of, or affording  protection  to, the
Trustee. Every such instrument shall be furnished to the Trustee.

     Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee,  its agent or attorney-in-fact,  with full power and authority,  to
the extent not  prohibited  by law,  to do any lawful act under or in respect of
this  Agreement  on its  behalf  and in its name.  If any  separate  trustee  or
co-trustee shall die, become incapable of acting,  resign or be removed,  all of
its  estates,  properties,  rights,  remedies  and  trusts  shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.

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

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

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

Section 8.13. Appointment of Custodians.

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

Section 8.14. Tax Matters; Compliance with REMIC Provisions.

     (a) Each of the Trustee and the Master  Servicer  covenants and agrees that
it shall  perform its duties  hereunder  in a manner  consistent  with the REMIC
Provisions  and shall not  knowingly  take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal,  state or local income,  prohibited
transaction,  contribution or other tax on either the REMIC or the Trust Estate.
The  Master  Servicer,  or,  in the  case of any  action  required  by law to be
performed directly by the Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual  federal  and  applicable  state and local  income  tax  returns  using a
calendar  year as the  taxable  year for the  REMIC  and the  accrual  method of
accounting;  (ii) in the first such  federal  tax return,  make,  or cause to be
made, elections  satisfying the requirements of the REMIC Provisions,  on behalf
of the  Trust  Estate,  to treat the Trust  Estate  as a REMIC;  (iii)  prepare,
execute and forward,  or cause to be prepared,  executed and  forwarded,  to the
Certificateholders  all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the  Internal  Revenue  Service and any other  relevant  governmental  taxing
authority  in  accordance  with the REMIC  Provisions  and any other  applicable
federal,  state or local laws, including without limitation  information reports
relating to "original  issue  discount" and "market  discount" as defined in the
Code based upon the issue prices,  prepayment assumption and cash flows provided
by the Seller to the  Trustee  and  calculated  on a monthly  basis by using the
issue prices of the Certificates;  (iv) make available information necessary for
the  application  of any tax imposed on  transferors  of residual  interests  to
"disqualified  organizations"  (as  defined in the REMIC  Provisions);  (v) file
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 REMIC,
including but not limited to the income,  expenses,  individual  Mortgage  Loans
(including REO Mortgage Loans,  other assets and  liabilities of the REMIC,  and
the fair market value and adjusted  basis of the REMIC  property  determined  at
such  intervals  as may be required by the Code,  as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests  represented by the Class A-1, Class
A-2, Class A-3, Class A-4,  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 REMIC
to receive income from the  performance of services or from assets not permitted
under  the REMIC  Provisions  to be held by a REMIC;  (x) pay (on  behalf of the
REMIC) the amount of any federal  income  tax,  including,  without  limitation,
prohibited transaction taxes, taxes on net income from foreclosure property, and
taxes on certain  contributions to a REMIC after the Startup Day, imposed on the
REMIC when and as the same shall be due and payable (but such  obligation  shall
not prevent the Master Servicer or any other appropriate  Person from contesting
any such tax in  appropriate  proceedings  and  shall  not  prevent  the  Master
Servicer from  withholding  or  depositing  payment of such tax, if permitted by
law, pending the outcome of such proceedings); and (xi) if required or permitted
by the Code and applicable law, act as "tax matters person" for the REMIC within
the meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer
is  hereby  designated  as agent of the  Class  A-R  Certificateholder  for such
purpose (or if the Master Servicer is not so permitted,  the Holder of the Class
A-R  Certificate  shall be tax  matters  person  in  accordance  with the  REMIC
Provisions).  The Master Servicer shall be entitled to be reimbursed pursuant to
Section  3.02 for any taxes paid by it pursuant  to clause (x) of the  preceding
sentence,  except to the extent  that such taxes are  imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee shall sign the tax returns
referred to in clause (i) of the second preceding sentence.

     In order to enable the Master Servicer or the Trustee,  as the case may be,
to perform its duties as set forth above, the Seller shall provide,  or cause to
be provided,  to the Master  Servicer within ten days after the Closing Date all
information or data that the Master  Servicer  determines to be relevant for tax
purposes to the valuations and offering prices of the  Certificates,  including,
without limitation,  the price, yield,  prepayment assumption and projected cash
flows of each Class 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
and the Trustee 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.


<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 the applicable  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  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  amounts,  if any,  which  remain on deposit in the
Certificate   Account  (other  than  amounts  retained  to  meet  claims)  after
application  pursuant  to clauses  (i),  (ii) and (iii) above and payment to the
Master  Servicer of any amounts it is entitled  as  reimbursement  or  otherwise
hereunder.  Notwithstanding the foregoing,  if the price paid pursuant to clause
(i) of the first  paragraph of this Section  9.01,  after  reimbursement  to the
Servicers,  the Master  Servicer  and the Trustee of any Periodic  Advances,  is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph,  then any shortfall in the amount  available for distribution
to  Certificateholders  shall be allocated in reduction of the amounts otherwise
distributable  on the Final  Distribution  Date in the same  manner as  Realized
Losses are  allocated  pursuant to Sections  4.02(b)  and 4.02(g)  hereof.  Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.

     In the event that all of the  Certificateholders  shall not surrender their
Certificates  for final payment and  cancellation  within three months following
the Final  Distribution Date, the Trustee shall on such date cause all funds, if
any,  in the  Certificate  Account  not  distributed  in final  distribution  to
Certificateholders  to be  withdrawn  therefrom  and  credited to the  remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase  the assets of the Trust  Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining  Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect  thereto.  If within  three months after the second  notice all the
Certificates  shall not have been surrendered for cancellation,  the Trustee may
take appropriate  steps, or may appoint an agent to take  appropriate  steps, to
contact  the  remaining   Certificateholders   concerning   surrender  of  their
Certificates,  and the cost thereof shall be paid out of the funds on deposit in
such escrow account.

Section 9.02. Additional Termination Requirements.

     In the event of a termination  of the Trust Estate upon the exercise by the
Seller of its  purchase  option as provided in Section  9.01,  the Trust  Estate
shall be terminated in accordance  with the following  additional  requirements,
unless the  Trustee  has  received  an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section  860F(a)(4)(A) and (ii) will not
subject the REMIC to federal tax or cause the Trust Estate to fail to qualify as
a REMIC at any time that any Certificates are outstanding:

               (i) The notice given by the Master  Servicer  under  Section 9.01
          shall provide that such notice  constitutes  the adoption of a plan of
          complete  liquidation  of the REMIC as of the date of such notice (or,
          if  earlier,  the date on which  the  first  such  notice is mailed to
          Certificateholders).  The Master Servicer shall also specify such date
          in a statement attached to the final tax return of the REMIC; and

               (ii) At or after the time of  adoption of such a plan of complete
          liquidation  and at or  prior  to the  Final  Distribution  Date,  the
          Trustee shall sell all of the assets of the Trust Estate to the Seller
          for cash at the  purchase  price  specified  in Section 9.01 and shall
          distribute  such cash  within 90 days of such  adoption  in the manner
          specified in Section 9.01.


<PAGE>


ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01. Amendment.

     (a) This  Agreement or any Custodial  Agreement may be amended from time to
time by the Seller, the Master Servicer and the Trustee,  without the consent of
any of the  Certificateholders,  (i) to cure any  ambiguity or mistake,  (ii) to
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein,  (iii) to modify,  eliminate or add
to any of its  provisions  to such extent as shall be  necessary to maintain the
qualification  of the Trust Estate as a REMIC at all times that any Certificates
are  outstanding  or to avoid or  minimize  the  risk of the  imposition  of any
federal tax on the Trust Estate or the REMIC  pursuant to the Code that would be
a claim against the Trust Estate,  provided that (a) the Trustee has received an
Opinion of Counsel to the effect that such action is  necessary  or desirable to
maintain such  qualification  or to avoid or minimize the risk of the imposition
of any such tax and (b) such action  shall not, as  evidenced by such Opinion of
Counsel,  adversely  affect  in  any  material  respect  the  interests  of  any
Certificateholder,  (iv) to change the timing and/or nature of deposits into the
Certificate  Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel,  adversely  affect in any material  respect the interests of
any  Certificateholder  and (b) such  change  shall  not  adversely  affect  the
then-current  rating of the  Certificates  as  evidenced  by a letter  from each
Rating Agency to such  effect,(v) to modify,  eliminate or add to the provisions
of Section  5.02 or any other  provisions  hereof  restricting  transfer  of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such  modifications to this Agreement
will neither  adversely affect the rating on the Certificates nor give rise to a
risk that either the Trust Estate or the REMIC or any of the  Certificateholders
will be subject to a tax caused by a transfer to a non-permitted  transferee and
(vi) to make any other  provisions with respect to matters or questions  arising
under this Agreement or such Custodial  Agreement  which shall not be materially
inconsistent  with the provisions of this  Agreement,  provided that such action
shall  not,  as  evidenced  by an Opinion of  Counsel,  adversely  affect in any
material respect the interests of any Certificateholder.

     This Agreement or any Custodial  Agreement may also be amended from time to
time by the Seller,  the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the
aggregate  Voting  Interests of each Class 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 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 it shall  have first
received  an  Opinion of Counsel  to the  effect  that such  amendment  will not
subject the REMIC to tax or cause the Trust Estate to fail to qualify as a REMIC
at any time that any Certificates are outstanding.

     Promptly  after the  execution of any  amendment  requiring  the consent of
Certificateholders,  the  Trustee  shall  furnish  written  notification  of the
substance of such amendment to each Certificateholder.

     It shall not be necessary for the consent of Certificateholders  under this
Section 10.01(a) to approve the particular form of any proposed  amendment,  but
it shall be sufficient if such consent shall approve the substance thereof.  The
manner of obtaining  such consents and of evidencing  the  authorization  of the
execution  thereof by  Certificateholders  shall be  subject to such  reasonable
regulations as the Trustee may prescribe.

     (b)  Notwithstanding  any contrary provision of this Agreement,  the Master
Servicer may, from time to time,  amend Schedule I hereto without the consent of
any Certificateholder or the Trustee; provided, however, (i) that such amendment
does not conflict with any provisions of the related Servicing  Agreement,  (ii)
that the related Servicing Agreement provides for the remittance of each type of
Unscheduled  Principal  Receipts received by such Servicer during the Applicable
Unscheduled   Principal   Receipt  Period  (as  so  amended)   related  to  each
Distribution Date to the Master Servicer no later than the 24th day of the month
in which such  Distribution Date occurs and (iii) that such amendment is for the
purpose of:

          (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.

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 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  Asset  Securities  Corporation,   7485  New  Horizon  Way,
Frederick,  Maryland 21703,  Attention:  Chief Executive Officer,  or such other
address as may hereafter be furnished to the Master  Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer,  to Norwest Bank
Minnesota,  National  Association,  7485 New Horizon  Way,  Frederick,  Maryland
21703,  Attention:  Vice  President  or such other  address as may  hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer, (iii)
in the case of the Trustee, to the Corporate Trust Office, or such other address
as may  hereafter be furnished to the Seller and the Master  Servicer in writing
by the Trustee, in each case Attention:  Corporate Trust Department.  Any notice
required  or  permitted  to be mailed to a  Certificateholder  shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate  Register.   Any  notice  mailed  or  transmitted  within  the  time
prescribed in this Agreement  shall be  conclusively  presumed to have been duly
given,  whether or not the addressee  receives such notice,  provided,  however,
that any  demand,  notice or  communication  to or upon the  Seller,  the Master
Servicer or the Trustee shall not be effective until received.

     For all purposes of this Agreement,  in the absence of actual  knowledge by
an officer of the Master  Servicer,  the Master  Servicer shall not be deemed to
have  knowledge  of any act or failure to act of any  Servicer  unless  notified
thereof in writing by the Trustee, a Servicer or a Certificateholder.

Section 10.06. Severability of Provisions.

     If any one or more of the  covenants,  agreements,  provisions  or terms of
this  Agreement  shall be for any  reason  whatsoever  held  invalid,  then such
covenants,  agreements,  provisions or terms shall be deemed  severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or  enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

Section 10.07. Special Notices to Rating Agencies.

     (a) The  Trustee  shall give  prompt  notice to each  Rating  Agency of the
occurrence of any of the following events of which it has notice:

               (i) any amendment to this Agreement pursuant to Section 10.01(a);

               (ii) any sale or transfer of the Class B Certificates pursuant to
          Section 5.02 to an affiliate of the Seller;

               (iii) any  assignment  by the Master  Servicer  of its rights and
          delegation of its duties pursuant to Section 6.06;

               (iv) any resignation of the Master  Servicer  pursuant to Section
          6.04;

               (v) the  occurrence of any of the Events of Default  described in
          Section 7.01;

               (vi) any  notice  of  termination  given to the  Master  Servicer
          pursuant to Section 7.01;

               (vii) the  appointment  of any  successor to the Master  Servicer
          pursuant to Section 7.05; or

               (viii) the making of a final payment pursuant to Section 9.01.

     (b) The Master  Servicer  shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:

               (i) the appointment of a Custodian pursuant to Section 2.02;

               (ii) the  resignation  or  removal  of the  Trustee  pursuant  to
          Section 8.08;

               (iii) the appointment of a successor  trustee pursuant to Section
          8.09; or

               (iv)  the  sale,  transfer  or  other  disposition  in  a  single
          transaction  of 50% or  more of the  equity  interests  in the  Master
          Servicer.

     (c) The Master Servicer shall deliver to each Rating Agency:

               (i) reports prepared pursuant to Section 3.05; and

               (ii) statements prepared pursuant to Section 4.04.

Section 10.08. Covenant of Seller.

     The  Seller  shall  not  amend   Article  Third  of  its   Certificate   of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.

Section 10.09. Recharacterization.

     The Parties  intend the  conveyance  by the Seller to the Trustee of all of
its right,  title and  interest in and to the  Mortgage  Loans  pursuant to this
Agreement to constitute a purchase and sale and not a loan.  Notwithstanding the
foregoing,  to the extent that such  conveyance is held not to constitute a sale
under  applicable  law, it is intended that this  Agreement  shall  constitute a
security  agreement under  applicable law and that the Seller shall be deemed to
have  granted to the Trustee a first  priority  security  interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.


<PAGE>


ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01. Class A Fixed Pass-Through Rate.

     The Class A Fixed Pass-Through Rate is 6.75% per annum.

Section 11.02. Cut-Off Date.

     The Cut-Off Date for the Certificates is September 1, 1997.

Section 11.03. Cut-Off Date Aggregate Principal Balance.

     The Cut-Off Date Aggregate Principal Balance is $200,241,685.87.

Section 11.04. Original Class A Percentage.

     The Original Class A Percentage is 96.79477317%

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                           $ 85,259,000.00
              Class A-2                           $ 75,360,900.00
              Class A-3                           $  2,900,000.00
              Class A-4                           $ 30,000,000.00
              Class A-PO                          $    313,535.15
              Class A-R                           $        100.00

Section 11.06. Original Class A Non-PO Principal Balance.

     The Original Class A Non-PO Principal Balance is $193,520,000.00.

Section 11.07. Original Subordinated Percentage.

     The Original Subordinated Percentage is 3.20522683%.

Section 11.08. Original Class M Percentage.

     The Original Class M Percentage is 1.20193179%.

Section 11.09. Original Class M Principal Balance.

     The Original Class M Principal Balance is $2,403,000.00.

Section 11.10. Original Class M Fractional Interest.

     The Original Class M Fractional Interest is 2.00329503%.

Section 11.11. Original Class B-1 Percentage.

     The Original Class B-1 Percentage is 1.10139567%.

Section 11.12. Original Class B-2 Percentage.

     The Original Class B-2 Percentage is 0.35062596%.

Section 11.13. Original Class B-3 Percentage.

     The Original Class B-3 Percentage is 0.30060799%.

Section 11.14. Original Class B-4 Percentage.

     The Original Class B-4 Percentage is 0.10003594%.

Section 11.15. Original Class B-5 Percentage.

     The Original Class B-5 Percentage is 0.15062947%.

Section 11.16. Original Class B Principal Balance.

     The Original Class B Principal Balance is $4,005,150.72.

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                        $ 2,202,000.00
              Class B-2                        $   701,000.00
              Class B-3                        $   601,000.00
              Class B-4                        $   200,000.00
              Class B-5                        $   301,150.72

Section 11.18. Original Class B-1 Fractional Interest.

     The Original Class B-1 Fractional Interest is 0.90189936%.

Section 11.19. Original Class B-2 Fractional Interest.

     The Original Class B-2 Fractional Interest is 0.55127340%.

Section 11.20. Original Class B-3 Fractional Interest.

     The Original Class B-3 Fractional Interest is 0.25066541%.

Section 11.21. Original Class B-4 Fractional Interest.

     The Original Class B-4 Fractional Interest is 0.15062947%.

Section 11.22. Closing Date.

     The Closing Date is September 29, 1997.

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 $20,024,168.59 (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 Class A, Class M and Class B Certificates,  the minimum
Denomination  eligible for wire transfer on each  Distribution Date is $500,000.
The Class A-PO, Class A-R, 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
the Class A-R Certificate), the Class M and the Class B Certificates (other than
the Class  B-3,  Class B-4 and Class B-5  Certificates)  represents  a  $100,000
Denomination.  A Single  Certificate for the Class A-R Certificate  represents a
$100  Denomination.  The  Class  B-3  Certificates  will be  issued  in  minimum
denominations  of $250,000 and integral  multiples of $1,000 in excess  thereof.
The  Class  B-4 and  Class  B-5  Certificates  will  each be  issued as a single
Certificate with a denomination equal to its initial principal balance.

Section 11.26. Servicing Fee Rate.

     The rate used to calculate the Servicing Fee is equal to 0.250% per annum.

Section 11.27. Master Servicing Fee Rate.

     The rate used to calculate the Master  Servicing Fee for each Mortgage Loan
is 0.016% per annum.


<PAGE>


     IN WITNESS  WHEREOF,  the Seller,  the Master Servicer and the Trustee have
caused their names to be signed hereto by their  respective  officers  thereunto
duly authorized, all as of the day and year first above written.


                                    NORWEST ASSET SECURITIES
                                    CORPORATION
                                      as Seller

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

                                    NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION
                                      as Master Servicer

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

                                    FIRST UNION NATIONAL BANK
                                      as Trustee

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

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


<PAGE>


STATE OF NEW YORK  )
                    ss.:
COUNTY OF NEW YORK )

     On this 29th day of September,  1997, before me, a notary public in and for
the State of New York,  personally Patrick Greene,  known to me who, being by me
duly sworn, did depose and say that he resides at Frederick,  Maryland;  that he
is an  Assistant  Vice  President of Norwest  Asset  Securities  Corporation,  a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name  thereto by order of the Board of  Directors of said
corporation.


- -------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>


STATE OF NEW YORK  )
                    ss.:
COUNTY OF NEW YORK )

     On this 29th day of September,  1997, before me, a notary public in and for
the State of New York,  personally  appeared  Edward M. Frere,  Jr., known to me
who,  being by me duly sworn,  did depose and say that he resides at  Frederick,
Maryland;  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 NORTH CAROLINA  )
                          ss.:
COUNTY OF                )

     On this ---th day of September, 1997, before me, a notary public in and for
the State of North Carolina, personally appeared  -------------------,  known to
me who,  being by me duly  sworn,  did  depose  and say  that  s/he  resides  at
- -----------------,  North Carolina; that s/he is a -------------------- of First
Union National  Bank, a national  banking  association,  one of the parties that
executed the foregoing instrument;  and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.


- -------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>


STATE OF NORTH CAROLINA  )
                          ss.:
COUNTY OF                )

     On this ---th day of September, 1997, before me, a notary public in and for
the State of North Carolina, personally appeared ---------------------, known to
me  who,  being  by me duly  sworn,  did  depose  and say  that  he  resides  at
- ------------------,  North Carolina; that he is a --------------------- of First
Union National  Bank, a national  banking  association,  one of the parties that
executed  the  foregoing  instrument;  and that s/he signed his name  thereto by
order of the Board of Directors of said corporation.


- -------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>


                                   SCHEDULE I

    Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
                                 Series 1997-16
                 Applicable Unscheduled Principal Receipt Period

                                          Full Unscheduled  Partial Unscheduled
     Servicer                            Principal Receipts Principal Receipts
     --------                            ------------------ -------------------

     Norwest Mortgage, Inc. (Exhibit F-1)    Prior Month        Prior Month
     Norwest Mortgage, Inc. (Exhibit F-2)     Mid-Month          Mid-Month
     Citicorp Mortgage Inc.                  Prior Month        Prior Month
     The Huntington Mortgage Company         Prior Month        Prior Month
     FT Mortgage Companies                    Mid-Month         Prior Month


<PAGE>


                                   EXHIBIT A-1
                     [FORM OF FACE OF CLASS A-1 CERTIFICATE]

    [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
  THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16 CLASS A-1

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                    include loans secured by shares issued by
                    cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                   Cut-Off Date:   September 1, 1997

CUSIP No.:                        First Distribution Date:  October 27, 1997


Percentage Interest evidenced     Denomination: $
by this Certificate:  %


<PAGE>


     THIS CERTIFIES THAT  --------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-1  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage Loans"),  formed by Norwest Asset Securities Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement, dated as of September 29, 1997 (the "Agreement"), among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders  of  Class  A-1  Certificates  on such  Distribution  Date,  subject  to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-1 Certificates  applicable to each  Distribution  Date will be 6.75% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                     First Union National Bank,
                                      Trustee

                                     By----------------------------
                                           Authorized Officer


Countersigned:

First Union National Bank,
  Trustee

By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT A-2
                     [FORM OF FACE OF CLASS A-2 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
       NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
         CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
               OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16 CLASS A-2

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                    include loans secured by shares issued by
                    cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                     Cut-Off Date:   September 1, 1997

CUSIP No.:                          First Distribution Date:  October 27, 1997

Percentage Interest evidenced       Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT  --------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-2  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage Loans"),  formed by Norwest Asset Securities Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders  of  Class  A-2  Certificates  on such  Distribution  Date,  subject  to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-2 Certificates  applicable to each  Distribution  Date will be 6.75% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                           Authorized Officer


Countersigned:

First Union National Bank,
  Trustee

By ------------------------
   Authorized Officer


<PAGE>


                                    EXHIBIT A-3
                     [FORM OF FACE OF CLASS A-3 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
       NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE
        TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
               OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16 CLASS A-3

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                    include loans secured by shares issued by
                    cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                     Cut-Off Date:   September 1, 1997

CUSIP No.:                          First Distribution Date:  October 27, 1997

Percentage Interest evidenced       Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT  --------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-3  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage Loans"),  formed by Norwest Asset Securities Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders  of  Class  A-3  Certificates  on such  Distribution  Date,  subject  to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-3 Certificates  applicable to each  Distribution  Date will be 6.75% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                           Authorized Officer


Countersigned:

First Union National Bank,
  Trustee

By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT A-4
                     [FORM OF FACE OF CLASS A-4 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
       NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE
        TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
               OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16 CLASS A-4

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                    include loans secured by shares issued by
                    cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                      Cut-Off Date:  September 1, 1997

CUSIP No.:                           First Distribution Date:  October 27, 1997

Percentage Interest evidenced        Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT  --------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-4  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage Loans"),  formed by Norwest Asset Securities Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders  of  Class  A-4  Certificates  on such  Distribution  Date,  subject  to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-4 Certificates  applicable to each  Distribution  Date will be 6.75% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                           Authorized Officer


Countersigned:

First Union National Bank,
  Trustee

By ------------------------
   Authorized Officer


<PAGE>


                                  EXHIBIT A-PO
                    [FORM OF FACE OF CLASS A-PO CERTIFICATE]


THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING  AGREEMENT  REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON  THAT HAS NOT  DELIVERED A  REPRESENTATION  LETTER  STATING  THAT THE
TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN OR OTHER  RETIREMENT  ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974, AS
AMENDED  ("ERISA")  OR SECTION 4975 OF THE  INTERNAL  REVENUE  CODE OF 1986,  AS
AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL LAW  WHICH  IS, TO A  MATERIAL
EXTENT,  SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                           SERIES 1997-16, CLASS A-PO

            evidencing an interest in a pool of fixed interest rate,
        conventional, monthly pay, fully amortizing, first lien, one- to
         four-family residential mortgage loans, which may include loans
          secured by shares issued by cooperative housing corporations,
                                     sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                     Cut-Off Date:  September 1, 1997

CUSIP No.:                          First Distribution Date:  October 27, 1997

Percentage Interest evidenced       Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the Holders of the Class A-PO  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage  Loans") formed by Norwest Asset Securities  Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the  Percentage  Interest  evidenced  by this  Certificate  and the  Class  A-PO
Distribution  Amount  required  to be  distributed  to  Holders  of  Class  A-PO
Certificates on such Distribution  Date, subject to adjustment in certain events
as specified in the Agreement.  The Class A-PO Certificates will not be entitled
to distributions in respect of interest.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate  Register.  Notwithstanding the
above,  the final  distribution  in reduction of the  principal  balance of this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  specified  by the  Trustee  for  that  purpose  in the  notice  of final
distribution.

     No transfer of a Class A-PO  Certificate  will be made unless such transfer
is exempt from the  registration  requirements of the Securities Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a  transfer  is desired to be made by
the Holder hereof,  (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within  three  years from the later of (a) the date of initial  issuance of
the  Certificates  or (b) the last  date on which the  Seller  or any  affiliate
thereof was a Holder of the Certificates proposed to be transferred,  and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended,  the Trustee or the Seller may require the Holder to deliver an opinion
of counsel  acceptable to and in form and substance  satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis  therefor)  from or is being  made  pursuant  to the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state.  The Holder hereof desiring to effect such transfer shall,
and does  hereby  agree to,  indemnify  the  Trustee,  the  Seller,  the  Master
Servicer,  and any Paying  Agent  acting on behalf of the  Trustee  against  any
liability  that may  result if the  transfer  is not so exempt or is not made in
accordance  with  such  Federal  and state  laws.  In  connection  with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement,  stating that the transferee is not a Plan and is
not  acting on behalf  of a Plan or using  the  assets of a Plan to effect  such
purchase or (ii) if such  transferee is a Plan, or is acting on behalf of a Plan
or using the assets of a Plan,  (a) an opinion of counsel  acceptable  to and in
form and  substance  satisfactory  to the Trustee and the Seller with respect to
certain  matters  and (b) such other  documentation  as the Seller or the Master
Servicer may require, as described in the Agreement.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  is issued on September  29,  1997,  at an issue price of
65.58730%  and a stated  redemption  price  at  maturity  equal  to its  initial
principal  balance,  and is issued  with  original  issue  discount  ("OID") for
federal income tax purposes.  Assuming that this  Certificate pays in accordance
with projected cash flows  reflecting the Prepayment  Assumption of 325% SPA (as
defined in the Prospectus  Supplement  dated  September 23, 1997 with respect to
the offering of the Class A-1, A-2,  Class A-3,  Class A-4,  Class A-R, Class M,
Class B-1 and Class B-2 Certificates)  used to price this  Certificate:  (i) the
amount  of  OID as a  percentage  of  the  initial  principal  balance  of  this
Certificate is approximately 34.41270000%;  (ii) the annual yield to maturity of
this  Certificate,  compounded  monthly,  is approximately  8.84%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1997 to
October  25,  1997) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.41835009%.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee by manual  signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                           Authorized Officer


Countersigned:

First Union National Bank,
  Trustee


By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT A-R
                     [Form of Face of Class A-R Certificate]

FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE  TERMS ARE  DEFINED,
RESPECTIVELY,  IN SECTIONS  860G(a)(2) AND 860D OF THE INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE "CODE").  A TRANSFEREE OF THIS CERTIFICATE,  BY ACCEPTANCE
HEREOF,  IS  DEEMED  TO  HAVE  ACCEPTED  THIS  CERTIFICATE  SUBJECT  TO  CERTAIN
RESTRICTIONS ON TRANSFERABILITY,  AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND  SERVICING  AGREEMENT,  AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT,  AMONG OTHER THINGS,  IT IS NOT A
DISQUALIFIED  ORGANIZATION,  AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT  (INCLUDING A BROKER,  NOMINEE OR OTHER  MIDDLEMAN)  FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND  SERVICING  AGREEMENT AS MAY BE REQUIRED TO FURTHER  EFFECTUATE  THE
RESTRICTIONS  ON  TRANSFERS TO  DISQUALIFIED  ORGANIZATIONS,  AGENTS  THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.

THE HOLDER OF THIS CLASS A-R  CERTIFICATE,  BY ACCEPTANCE  HEREOF,  IS DEEMED TO
HAVE  AGREED TO THE  DESIGNATION  OF THE MASTER  SERVICER AS ITS AGENT TO ACT AS
"TAX  MATTERS  PERSON" OF THE REMIC TO PERFORM THE  FUNCTIONS  OF A "TAX MATTERS
PARTNER" FOR  PURPOSES OF  SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER,  TO ACT AS TAX MATTERS PERSON OF THE
REMIC.

THIS  CERTIFICATE  MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT  ARRANGEMENT  SUBJECT TO TITLE I OF
THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL  PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR  TO THE  FOREGOING  PROVISIONS  OF ERISA OR THE  CODE  (COLLECTIVELY,  A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.

PURCHASERS  OF THIS  CLASS A-R  CERTIFICATE  SHOULD BE AWARE  THAT ON JANUARY 3,
1995,  THE INTERNAL  REVENUE  SERVICE  ISSUED  PROPOSED  REGULATIONS  UNDER CODE
SECTION  475 THAT,  IF  ADOPTED  IN FINAL  FORM,  WOULD  APPLY TO THIS CLASS A-R
CERTIFICATE  AND WOULD NOT  PERMIT  THIS CLASS A-R  CERTIFICATE  TO BE MARKED TO
MARKET.


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16, CLASS A-R


                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                    include loans secured by shares issued by
                    cooperative housing corporations, sold by


                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                    Cut-Off Date:  September 1, 1997

CUSIP No.:                         First Distribution Date:  October 27, 1997

Percentage Interest evidenced      Denomination:  $
by this Certificate: 100%


<PAGE>


     THIS CERTIFIES THAT  --------------------------  is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holder of the Class  A-R  Certificate  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage Loans"),  formed by Norwest Asset Securities Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-R Certificate  required to be distributed to
the Holders of the Class A-R Certificate on such Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-R  Certificate  applicable to each  Distribution  Date will be 6.75% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate  Register.  Notwithstanding the
above, the final  distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this  Certificate  at the office or agency  specified  by the  Trustee  for that
purpose in the notice of final distribution.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee


                                    By----------------------------
                                           Authorized Officer


Countersigned:

First Union National Bank,
  Trustee

By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT B-1
                     [FORM OF FACE OF CLASS B-1 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16, CLASS B-1

     evidencing an interest in a pool of fixed interest rate, conventional,
         monthly pay, fully amortizing, first lien, one- to four-family
         residential mortgage loans, which may include loans secured by
           shares issued by cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                   Cut-Off Date:  September 1, 1997

CUSIP No.:                        First Distribution Date:  October 27, 1997

Percentage Interest evidenced     Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-1  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage  Loans") formed by Norwest Asset Securities  Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates  and the Class M Certificates as specified in
the Agreement,  any Class B-1 Distribution  Amount required to be distributed to
Holders  of  Class  B-1  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-1 Certificates  applicable to each Distribution Date will be
6.75% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-1 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     No  transfer  of a Class B-1  Certificate  will be made  unless  the Holder
hereof  desiring to make any such  transfer  shall  deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the  transferee  is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect  such  purchase  or (b)  subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this  Certificate  is an "insurance  company  general  account," or (ii) if such
transferee  is a Plan, or is acting on behalf of a Plan or using the assets of a
Plan,  (a) an  opinion  of  counsel  acceptable  to and in  form  and  substance
satisfactory  to the Trustee and the Seller with respect to certain  matters and
(b) such other  documentation  as the Seller or the Master Servicer may require,
as described in the Agreement.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  is issued on September 29, 1997,  and based on its issue
price of 95.47813%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  Pass-Through  Rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the Prepayment  Assumption of
325% SPA (as defined in the Prospectus  Supplement dated September 23, 1997 with
respect to the offering of the Class A-1, A-2,  Class A-3, Class A-4, Class A-R,
Class M, Class B-1 and Class B-2  Certificates)  used to price this Certificate:
(i) the amount of OID as a percentage of the initial  principal  balance of this
Certificate is approximately  4.59687500%;  (ii) the annual yield to maturity of
this  Certificate,  compounded  monthly,  is approximately  7.42%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1997 to
October  25,  1997) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.02406074%.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                      Authorized Officer


Countersigned:

First Union National Bank,
  Trustee


By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT B-2
                     [FORM OF FACE OF CLASS B-2 CERTIFICATE]

THIS   CERTIFICATE  IS   SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES,  THE  CLASS M  CERTIFICATES  AND THE  CLASS  B-1  CERTIFICATES  AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16, CLASS B-2

     evidencing an interest in a pool of fixed interest rate, conventional,
         monthly pay, fully amortizing, first lien, one- to four-family
         residential mortgage loans, which may include loans secured by
           shares issued by cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                    Cut-Off Date:  September 1, 1997

CUSIP No.:                         First Distribution Date:  October 27, 1997

Percentage Interest evidenced      Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-2  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage  Loans") formed by Norwest Asset Securities  Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-2 Distribution  Amount required to be distributed to
Holders  of  Class  B-2  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-2 Certificates  applicable to each Distribution Date will be
6.75% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-2 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     No  transfer  of a Class B-2  Certificate  will be made  unless  the Holder
hereof  desiring to make any such  transfer  shall  deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the  transferee  is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect  such  purchase  or (b)  subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this  Certificate  is an "insurance  company  general  account," or (ii) if such
transferee  is a Plan, or is acting on behalf of a Plan or using the assets of a
Plan,  (a) an  opinion  of  counsel  acceptable  to and in  form  and  substance
satisfactory  to the Trustee and the Seller with respect to certain  matters and
(b) such other  documentation  as the Seller or the Master Servicer may require,
as described in the Agreement.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  is issued on September 29, 1997,  and based on its issue
price of 94.52500%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  Pass-Through  Rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the Prepayment  Assumption of
325% SPA (as defined in the Prospectus  Supplement dated September 23, 1997 with
respect to the offering of the Class A-1, A-2,  Class A-3, Class A-4, Class A-R,
Class M, Class B-1 and Class B-2  Certificates)  used to price this Certificate:
(i) the amount of OID as a percentage of the initial  principal  balance of this
Certificate is approximately  5.55000000%;  (ii) the annual yield to maturity of
this  Certificate,  compounded  monthly,  is approximately  7.57%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1997 to
October  25,  1997) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.02884163%.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                          Authorized Officer


Countersigned:

First Union National Bank,
  Trustee


By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT B-3
                     [FORM OF FACE OF CLASS B-3 CERTIFICATE]

THIS   CERTIFICATE  IS   SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS
B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING  AGREEMENT  REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16, CLASS B-3

     evidencing an interest in a pool of fixed interest rate, conventional,
         monthly pay, fully amortizing, first lien, one- to four-family
         residential mortgage loans, which may include loans secured by
           shares issued by cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                     Cut-Off Date:   September 1, 1997

CUSIP No.:                          First Distribution Date:  October 27, 1997

Percentage Interest evidenced       Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-3  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage  Loans") formed by Norwest Asset Securities  Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-3 Distribution  Amount required to be distributed to
Holders  of  Class  B-3  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-3 Certificates  applicable to each Distribution Date will be
6.75% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-3 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     No transfer of a Class B-3 Certificate will be made unless such transfer is
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a  transfer  is desired to be made by
the Holder hereof,  (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within  three  years from the later of (a) the date of initial  issuance of
the  Certificates  or (b) the last  date on which the  Seller  or any  affiliate
thereof was a Holder of the Certificates proposed to be transferred,  and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended,  the Trustee or the Seller may require the Holder to deliver an opinion
of counsel  acceptable to and in form and substance  satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis  therefor)  from or is being  made  pursuant  to the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state.  The Holder hereof desiring to effect such transfer shall,
and does  hereby  agree to,  indemnify  the  Trustee,  the  Seller,  the  Master
Servicer,  and any Paying  Agent  acting on behalf of the  Trustee  against  any
liability  that may  result if the  transfer  is not so exempt or is not made in
accordance  with  such  Federal  and state  laws.  In  connection  with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the  Agreement,  stating either (a) that the transferee is not a
Plan and is not  acting on  behalf  of a Plan or using  the  assets of a Plan to
effect  such  purchase  or (b) subject to certain  conditions  described  in the
Agreement,  that the source of funds used to  purchase  this  Certificate  is an
"insurance company general account," or (ii) if such transferee is a Plan, or is
acting  on behalf of a Plan or using the  assets of a Plan,  (a) an  opinion  of
counsel acceptable to and in form and substance  satisfactory to the Trustee and
the Seller with respect to certain matters and (b) such other  documentation  as
the Seller or the Master Servicer may require, as described in the Agreement.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  is issued on September 29, 1997,  and based on its issue
price of 88.79063%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  Pass-Through  Rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the Prepayment  Assumption of
325% SPA (as defined in the Prospectus  Supplement dated September 23, 1997 with
respect to the offering of the Class A-1, A-2,  Class A-3, Class A-4, Class A-R,
Class M, Class B-1 and Class B-2  Certificates)  used to price this Certificate:
(i) the amount of OID as a percentage of the initial  principal  balance of this
Certificate is approximately 11.28437500%;  (ii) the annual yield to maturity of
this  Certificate,  compounded  monthly,  is approximately  8.48%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1997 to
October  25,  1997) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.05630248%.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                          Authorized Officer


Countersigned:

First Union National Bank,
  Trustee


By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT B-4
                     [FORM OF FACE OF CLASS B-4 CERTIFICATE]

THIS   CERTIFICATE  IS   SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES,  THE CLASS M CERTIFICATES,  THE CLASS B-1 CERTIFICATES,  THE CLASS
B-2  CERTIFICATES AND THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING  AGREEMENT  REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE").  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16, CLASS B-4

     evidencing an interest in a pool of fixed interest rate, conventional,
         monthly pay, fully amortizing, first lien, one- to four-family
         residential mortgage loans, which may include loans secured by
           shares issued by cooperative housing corporations, sold by
                                                 

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                     Cut-Off Date:  September 1, 1997

CUSIP No.:                          First Distribution Date:  October 27, 1997

Percentage Interest evidenced       Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-4  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage  Loans") formed by Norwest Asset Securities  Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-4 Distribution  Amount required to be distributed to
Holders  of  Class  B-4  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-4 Certificates  applicable to each Distribution Date will be
6.75% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-4 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate  Register.  Notwithstanding the
above,  the final  distribution  in reduction of the  principal  balance of this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  specified  by the  Trustee  for  that  purpose  in the  notice  of final
distribution.

     No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a  transfer  is desired to be made by
the Holder hereof,  (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within  three  years from the later of (a) the date of initial  issuance of
the  Certificates  or (b) the last  date on which the  Seller  or any  affiliate
thereof was a Holder of the Certificates proposed to be transferred,  and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended,  the Trustee or the Seller may require the Holder to deliver an opinion
of counsel  acceptable to and in form and substance  satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis  therefor)  from or is being  made  pursuant  to the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state.  The Holder hereof desiring to effect such transfer shall,
and does  hereby  agree to,  indemnify  the  Trustee,  the  Seller,  the  Master
Servicer,  and any Paying  Agent  acting on behalf of the  Trustee  against  any
liability  that may  result if the  transfer  is not so exempt or is not made in
accordance  with  such  Federal  and state  laws.  In  connection  with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the  Agreement,  stating either (a) that the transferee is not a
Plan and is not  acting on  behalf  of a Plan or using  the  assets of a Plan to
effect  such  purchase  or (b) subject to certain  conditions  described  in the
Agreement,  that the source of funds used to  purchase  this  Certificate  is an
"insurance company general account," or (ii) if such transferee is a Plan, or is
acting  on behalf of a Plan or using the  assets of a Plan,  (a) an  opinion  of
counsel acceptable to and in form and substance  satisfactory to the Trustee and
the Seller with respect to certain matters and (b) such other  documentation  as
the Seller or the Master Servicer may require, as described in the Agreement.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  is issued on September 29, 1997,  and based on its issue
price of 76.61875%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  Pass-Through  Rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the Prepayment  Assumption of
325% SPA (as defined in the Prospectus  Supplement dated September 23, 1997 with
respect to the offering of the Class A-1, A-2,  Class A-3, Class A-4, Class A-R,
Class M, Class B-1 and Class B-2  Certificates)  used to price this Certificate:
(i) the amount of OID as a percentage of the initial  principal  balance of this
Certificate is approximately 23.45625000%;  (ii) the annual yield to maturity of
this Certificate,  compounded  monthly,  is approximately  10.74%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1997 to
October  25,  1997) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.10658019%.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                          Authorized Officer


Countersigned:

First Union National Bank,
  Trustee


By ------------------------
   Authorized Officer


<PAGE>


                                   EXHIBIT B-5
                     [FORM OF FACE OF CLASS B-5 CERTIFICATE]

THIS   CERTIFICATE  IS   SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES,  THE CLASS M CERTIFICATES,  THE CLASS B-1 CERTIFICATES,  THE CLASS
B-2  CERTIFICATES,  THE CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING  AGREEMENT  REFERRED
TO HEREIN.

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1997-16, CLASS B-5

     evidencing an interest in a pool of fixed interest rate, conventional,
         monthly pay, fully amortizing, first lien, one- to four-family
         residential mortgage loans, which may include loans secured by
           shares issued by cooperative housing corporations, sold by

                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                     Cut-Off Date:  September 1, 1997

CUSIP No.:                          First Distribution Date:  October 27, 1997

Percentage Interest evidenced       Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-5  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage loans, other
than the Fixed  Retained  Yield,  if any,  with respect  thereto,  and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage  Loans") formed by Norwest Asset Securities  Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-5 Distribution  Amount required to be distributed to
Holders  of  Class  B-5  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-5 Certificates  applicable to each Distribution Date will be
6.75% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-5 Certificates, as described in the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate  Register.  Notwithstanding the
above,  the final  distribution  in reduction of the  principal  balance of this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  specified  by the  Trustee  for  that  purpose  in the  notice  of final
distribution.

     No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a  transfer  is desired to be made by
the Holder hereof,  (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within  three  years from the later of (a) the date of initial  issuance of
the  Certificates  or (b) the last  date on which the  Seller  or any  affiliate
thereof was a Holder of the Certificates proposed to be transferred,  and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended,  the Trustee or the Seller may require the Holder to deliver an opinion
of counsel  acceptable to and in form and substance  satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis  therefor)  from or is being  made  pursuant  to the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state.  The Holder hereof desiring to effect such transfer shall,
and does  hereby  agree to,  indemnify  the  Trustee,  the  Seller,  the  Master
Servicer,  and any Paying  Agent  acting on behalf of the  Trustee  against  any
liability  that may  result if the  transfer  is not so exempt or is not made in
accordance  with  such  Federal  and state  laws.  In  connection  with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the  Agreement,  stating either (a) that the transferee is not a
Plan and is not  acting on  behalf  of a Plan or using  the  assets of a Plan to
effect  such  purchase  or (b) subject to certain  conditions  described  in the
Agreement,  that the source of funds used to  purchase  this  Certificate  is an
"insurance company general account," or (ii) if such transferee is a Plan, or is
acting  on behalf of a Plan or using the  assets of a Plan,  (a) an  opinion  of
counsel acceptable to and in form and substance  satisfactory to the Trustee and
the Seller with respect to certain matters and (b) such other  documentation  as
the Seller or the Master Servicer may require, as described in the Agreement.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  is issued on September 29, 1997,  and based on its issue
price of 38.52500%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  Pass-Through  Rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the Prepayment  Assumption of
325% SPA (as defined in the Prospectus  Supplement dated September 23, 1997 with
respect to the offering of the Class A-1, A-2,  Class A-3, Class A-4, Class A-R,
Class M, Class B-1 and Class B-2  Certificates)  used to price this Certificate:
(i) the amount of OID as a percentage of the initial  principal  balance of this
Certificate is approximately 61.55000000%;  (ii) the annual yield to maturity of
this Certificate,  compounded  monthly,  is approximately  23.65%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1997 to
October  25,  1997) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.16954085%.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                          Authorized Officer


Countersigned:

First Union National Bank,
  Trustee


By ------------------------
   Authorized Officer


<PAGE>


                                    EXHIBIT C

                      [Form of Face of Class M Certificate]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                             SERIES 1997-16, CLASS M


                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                four-family residential mortgage loans, which may
                    include loans secured by shares issued by
                    cooperative housing corporations, sold by


                      NORWEST ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                     Cut-Off Date:  September 1, 1997

CUSIP No.:                          First Distribution Date:  October 27, 1997

Percentage Interest evidenced       Denomination:  $
by this Certificate: %


<PAGE>


     THIS CERTIFIES THAT ------------------------------- is the registered owner
of  the   Percentage   Interest   evidenced  by  this   Certificate  in  monthly
distributions to the Holders of the Class M Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate,  conventional,  monthly pay,
fully amortizing,  first lien, one- to four-family  residential  mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing  corporations (the
"Mortgage  Loans") formed by Norwest Asset Securities  Corporation  (hereinafter
called  the  "Seller",  which  term  includes  any  successor  entity  under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing  Agreement dated as of September 29, 1997 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates  as specified in the  Agreement,  any Class M
Distribution   Amount   required  to  be  distributed  to  Holders  of  Class  M
Certificates  on such  Distribution  Date,  subject  to  adjustment,  in certain
events, as specified in the Agreement.  The Class M Pass-Through Rate applicable
to each  Distribution Date will be 6.75% per annum. The amount of interest which
accrues on this  Certificate  in any month will be  subject  to  reduction  with
respect to any  Non-Supported  Interest  Shortfall  and the interest  portion of
certain Realized Losses  allocated to the Class M Certificates,  as described in
the Agreement.

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.

     No transfer of a Class M Certificate  will be made unless the Holder hereof
desiring  to  make  any  such  transfer  shall  deliver  to  the  Trustee  (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the  transferee  is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect  such  purchase  or (b)  subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this  Certificate  is an "insurance  company  general  account," or (ii) if such
transferee  is a Plan, or is acting on behalf of a Plan or using the assets of a
Plan,  (a) an  opinion  of  counsel  acceptable  to and in  form  and  substance
satisfactory  to the Trustee and the Seller with respect to certain  matters and
(b) such other  documentation  as the Seller or the Master Servicer may require,
as described in the Agreement.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     This  Certificate  is issued on September 29, 1997,  and based on its issue
price of 96.58750%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  Pass-Through  Rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the Prepayment  Assumption of
325% SPA (as defined in the Prospectus  Supplement dated September 23, 1997 with
respect to the offering of the Class A-1, A-2,  Class A-3, Class A-4, Class A-R,
Class M, Class B-1 and Class B-2  Certificates)  used to price this Certificate:
(i) the amount of OID as a percentage of the initial  principal  balance of this
Certificate is approximately  3.48750000%;  (ii) the annual yield to maturity of
this  Certificate,  compounded  monthly,  is approximately  7.26%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1997 to
October  25,  1997) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.01842169%.

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>


     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.


Dated:

                                    First Union National Bank,
                                     Trustee

                                    By----------------------------
                                           Authorized Officer


Countersigned:

First Union National Bank,
  Trustee


By ------------------------
   Authorized Officer


<PAGE>


                                    EXHIBIT D


                [Form of Reverse of Series 1997-16 Certificates]


                      NORWEST ASSET SECURITIES CORPORATION
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1997-16

     This Certificate is one of a duly authorized  issue of Certificates  issued
in  several   Classes  and  Subclasses   designated  as  Mortgage   Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

     The Certificates are limited in right of payment to certain collections and
recoveries  respecting the Mortgage Loans,  all as more  specifically  set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer,  the Master Servicer or the Trustee,  such advances
are  reimbursable  to such Servicer,  the Master  Servicer or the Trustee to the
extent provided in the Agreement,  from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.

     As provided in the  Agreement,  withdrawals  from the  Certificate  Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than  distributions to  Certificateholders,
such purposes including  reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable,  of advances made by such Servicer,  the Master Servicer
or the Trustee.

     The  Agreement  permits,  with certain  exceptions  therein  provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Seller,  the  Master  Servicer,  and  the  Trustee  and the  rights  of the
Certificateholders  under the  Agreement  at any time by the Seller,  the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the  aggregate  not less than 66 2/3% of the Voting  Interests of
each Class or Subclass of Certificates affected thereby. Any such consent by the
Holder of this  Certificate  shall be conclusive  and binding on such Holder and
upon all future holders of this  Certificate and of any Certificate  issued upon
the  transfer  hereof or in  exchange  hereof or in lieu  hereof  whether or not
notation  of such  consent  is made upon the  Certificate.  The  Agreement  also
permits the amendment  thereof in certain  circumstances  without the consent of
the Holders of any of the Certificates.

     As provided in the Agreement and subject to certain limitations therein set
forth,  the  transfer of this  Certificate  is  registrable  in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
office or agency  appointed by the Trustee,  duly endorsed by, or accompanied by
an assignment in the form below or other written  instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar,  duly executed by the
Holder  hereof  or such  Holder's  attorney  duly  authorized  in  writing,  and
thereupon one or more new  Certificates of authorized  Denominations  evidencing
the same Class and Subclass and aggregate  Percentage Interest will be issued to
the designated transferee or transferees.

     The  Certificates  are issuable  only as  registered  Certificates  without
coupons in Classes and Denominations  specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage  Interest,  as requested by the
Holder surrendering the same.

     No service  charge  will be made for any such  registration  of transfer or
exchange,  but the Trustee or the Certificate Registrar may require payment of a
sum  sufficient  to  cover  any tax or  other  governmental  charge  payable  in
connection therewith.

     The Seller, the Master Servicer, the Trustee and the Certificate Registrar,
and any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar,  may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,  and neither the Seller, the Master Servicer,
the Trustee,  the Certificate  Registrar nor any such agent shall be affected by
notice to the contrary.

     The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created  thereby shall  terminate upon the last action required
to be taken by the  Trustee  on the  Final  Distribution  Date  pursuant  to the
Agreement  following  the  earlier of (i) the payment or other  liquidation  (or
advance with respect  thereto) of the last Mortgage Loan subject  thereto or the
disposition  of all  property  acquired  upon  foreclosure  or  deed  in lieu of
foreclosure  of any Mortgage  Loan, and (ii) the purchase by the Seller from the
Trust  Estate of all  remaining  Mortgage  Loans and all  property  acquired  in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event  continue  beyond the expiration of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United  States to the Court of St. James,  living on the date of the  Agreement.
The  Agreement  permits,  but does not  require,  the  Seller  to  purchase  all
remaining  Mortgage  Loans and all property  acquired in respect of any Mortgage
Loan at a price  determined as provided in the  Agreement.  The exercise of such
option will effect early retirement of the  Certificates,  the Seller's right to
exercise such option being subject to the Pool  Scheduled  Principal  Balance of
the Mortgage Loans as of the  Distribution  Date upon which the proceeds of such
repurchase  are  distributed  being less than ten  percent of the  Cut-Off  Date
Aggregate Principal Balance.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED,  the undersigned  hereby sell(s),  assign(s) and transfer(s)
unto ---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
          (Please print or typewrite name and address including postal
                              zip code of assignee)

the  beneficial   interest   evidenced  by  the  within  Mortgage   Pass-Through
Certificate and hereby  authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.

     I (We) further direct the Certificate  Registrar to issue a new Certificate
of a like  Denomination  or  Percentage  Interest and Class or Subclass,  to the
above named assignee and deliver such Certificate to the following address:

Social Security or other Identifying Number of Assignee:

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

Dated:

                                     -----------------------------------
                                     Signature by or on behalf of assignor

                                     -----------------------------------
                                     Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions  shall  be made,  if the  assignee  is  eligible  to  receive
distributions in immediately available funds, by wire transfer or otherwise,  in
immediately   available   funds  to   ------------------------------------------
- --------------------------------------------------------   for  the  account  of
- -----------------------------------------------  account  number  -------------,
or,  if  mailed   by  check,   to   --------------------------------------------
- ----------------------------------.  Applicable  statements  should be mailed to
- -------------------------------------------------------------------------------.

     This information is provided by ----------------------,  the assignee named
above, or -----------------------------------, as its agent.


<PAGE>


                                    EXHIBIT E

                               CUSTODIAL AGREEMENT

     THIS CUSTODIAL  AGREEMENT (as amended and  supplemented  from time to time,
the "Agreement"),  dated as of -------------,  by and among FIRST UNION NATIONAL
BANK, not  individually,  but solely as Trustee  (including its successors under
the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST ASSET
SECURITIES  CORPORATION (together with any successor in interest, the "Seller"),
NORWEST BANK  MINNESOTA,  NATIONAL  ASSOCIATION  (together with any successor in
interest or  successor  under the Pooling and  Servicing  Agreement  referred to
below, the "Master Servicer") and --------------------------- (together with any
successor in interest or any successor appointed hereunder, the "Custodian").


                         W I T N E S S E T H    T H A T

     WHEREAS,  the Seller,  the Master Servicer,  and the Trustee,  have entered
into a Pooling and Servicing  Agreement  dated as of September 29, 1997 relating
to the issuance of Mortgage  Pass-Through  Certificates,  Series  1997-16 (as in
effect  on the date of this  Agreement,  the  "Original  Pooling  and  Servicing
Agreement",  and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and

     WHEREAS,  the  Custodian has agreed to act as agent for the Trustee for the
purposes  of  receiving  and holding  certain  documents  and other  instruments
delivered by the Seller under the Pooling and Servicing Agreement,  all upon the
terms and conditions and subject to the limitations hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  hereinafter  set forth,  the  Trustee,  the Seller,  the Master
Servicer and the Custodian hereby agree as follows:

                                    ARTICLE I

                                   Definitions

     Capitalized  terms used in this Agreement and not defined herein shall have
the meanings  assigned in the Original Pooling and Servicing  Agreement,  unless
otherwise required by the context herein.

                                   ARTICLE II

                          Custody of Mortgage Documents

     Section 2.1. Custodian to Act as Agent;  Acceptance of Custodial Files. The
Custodian,  as the duly  appointed  agent of the  Trustee  for  these  purposes,
acknowledges  receipt of the Mortgage Notes, the Mortgages,  the assignments and
other  documents  relating to the  Mortgage  Loans  identified  on the  schedule
attached  hereto and declares that it holds and will hold such  Mortgage  Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee  subsequent to the date hereof (the "Custodial  Files") as agent for
the  Trustee,  in trust,  for the use and  benefit  of all  present  and  future
Certificateholders.

     Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trustee of Mortgage Notes and related  Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the  appropriate  public office
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such  assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.

     Section 2.3.  Review of Custodial  Files.  The  Custodian  agrees,  for the
benefit of  Certificateholders,  to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement,  each Custodial File. If in
performing  the review  required  by this  Section 2.3 the  Custodian  finds any
document or documents  constituting  a part of a Custodial File to be missing or
defective in any material  respect,  the Custodian  shall promptly so notify the
Seller, the Master Servicer and the Trustee.

     Section 2.4.  Notification of Breaches of  Representations  and Warranties.
Upon  discovery by the Custodian of a breach of any  representation  or warranty
made by the  Seller  or the  Master  Servicer  as set forth in the  Pooling  and
Servicing  Agreement,  the  Custodian  shall give prompt  written  notice to the
Seller, the Master Servicer and the Trustee.

     Section 2.5.  Custodian to Cooperate;  Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification  that  payment in full will be escrowed in a manner  customary  for
such purposes,  the Master Servicer shall immediately  notify the Custodian by a
certification  (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate  Account pursuant to Section 3.02 of
the Pooling and  Servicing  Agreement  have been or will be so  deposited)  of a
Servicing  Officer and shall request  delivery to it of the Custodial  File. The
Custodian agrees,  upon receipt of such  certification and request,  promptly to
release the related Custodial File to the Master Servicer.

     From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master  Servicer shall deliver to the Custodian a certificate
of a Servicing  Officer  requesting  that  possession  of all,  or any  document
constituting  part of, the Custodial File be released to the Master Servicer and
certifying  as to the reason for such  release  and that such  release  will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such  certificate,  the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the  foregoing,  the  Custodian  shall  deliver  the  Custodial  File or such
document to the Master Servicer.  The Master Servicer shall cause each Custodial
File or any document  therein so released to be returned to the  Custodian  when
the need  therefor  by the  Master  Servicer  no longer  exists,  unless (i) the
Mortgage Loan has been liquidated and the Liquidation  Proceeds  relating to the
Mortgage  Loan have been  deposited  in the  Certificate  Account  to the extent
required by the Pooling and Servicing  Agreement or (ii) the  Custodial  File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially  or  non-judicially,  and the Master  Servicer  has  delivered to the
Custodian a  certificate  of a Servicing  Officer  certifying as to the name and
address  of the  Person  to which  such  Custodial  File or such  document  were
delivered  and the  purpose or purposes  of such  delivery.  In the event of the
liquidation of a Mortgage  Loan,  the Custodian  shall deliver such receipt with
respect thereto to the Master  Servicer upon deposit of the related  Liquidation
Proceeds in the  Certificate  Account to the extent  required by the Pooling and
Servicing Agreement.

     Section  2.6.  Assumption  Agreements.  In the  event  that any  assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage  Loan subject to this  Agreement in  accordance  with the terms and
provisions of the Pooling and Servicing  Agreement,  the Master  Servicer  shall
notify the Custodian  that such  assumption or  substitution  agreement has been
completed by  forwarding  to the  Custodian  the original of such  assumption or
substitution agreement,  which copy shall be added to the related Custodial File
and, for all purposes,  shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.

                                   ARTICLE III

                            Concerning the Custodian

     Section 3.1.  Custodian a Bailee and Agent of the Trustee.  With respect to
each Mortgage Note,  Mortgage and other  documents  constituting  each Custodian
File which are  delivered to the  Custodian,  the Custodian is  exclusively  the
bailee  and agent of the  Trustee,  holds  such  documents  for the  benefit  of
Certificateholders and undertakes to perform such duties and only such duties as
are  specifically  set forth in this Agreement.  Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document  constituting  a part of a  Custodial  File shall be  delivered  by the
Custodian to the Seller or the Master  Servicer or otherwise  released  from the
possession of the Custodian.

     Section 3.2.  Indemnification.  The Seller  hereby  agrees to indemnify and
hold the Custodian  harmless from and against all claims,  liabilities,  losses,
actions,  suits or proceedings at law or in equity, or any other expenses,  fees
or charges of any  character or nature,  which the  Custodian  may incur or with
which the  Custodian  may be  threatened  by reasons of its acting as  custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses,  including  attorney's  fees if counsel for the Custodian has been
approved  by the  Seller,  and  the  cost  of  defending  any  action,  suit  or
proceedings  or  resisting  any  claim.  Notwithstanding  the  foregoing,  it is
specifically  understood and agreed that in the event any such claim, liability,
loss,  action,  suit or proceeding or other expense,  fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct  on the part of the  Custodian,  or which shall  constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.

     Section  3.3.  Custodian  May  Own  Certificates.   The  Custodian  in  its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.

     Section 3.4.  Master  Servicer to Pay  Custodian's  Fees and Expenses.  The
Master Servicer  covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and  performance  of any of the powers and duties
hereunder of the  Custodian,  and the Master  Servicer will pay or reimburse the
Custodian  upon its  request  for all  reasonable  expenses,  disbursements  and
advances  incurred  or made  by the  Custodian  in  accordance  with  any of the
provisions of this  Agreement  (including the  reasonable  compensation  and the
expenses and  disbursements  of its counsel and of all persons not  regularly in
its employ), except any such expense,  disbursement or advance as may arise from
its negligence or bad faith.

     Section  3.5.  Custodian  May  Resign;  Trustee May Remove  Custodian.  The
Custodian may resign from the  obligations  and duties hereby imposed upon it as
such  obligations  and duties  relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation,  the Trustee shall either take
custody of the  Custodial  Files  itself and give prompt  notice  thereof to the
Seller,  the Master  Servicer and the Custodian or promptly  appoint a successor
Custodian by written  instrument,  in  duplicate,  one copy of which  instrument
shall be  delivered to the  resigning  Custodian  and one copy to the  successor
Custodian.  If the Trustee shall not have taken  custody of the Custodial  Files
and no  successor  Custodian  shall  have been so  appointed  and have  accepted
resignation,  the  resigning  Custodian  may  petition  any  court of  competent
jurisdiction for the appointment of a successor Custodian.

     The  Trustee  may remove the  Custodian  at any time.  In such  event,  the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian  hereunder.  Any successor Custodian shall be a depository
institution  subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.

     Any  resignation or removal of the Custodian and appointment of a successor
Custodian  pursuant to any of the  provisions  of this  Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall  give  prompt  notice  to  the  Seller  and  the  Master  Servicer  of the
appointment of any successor  Custodian.  No successor Custodian shall have been
appointed and accepted  appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.

     Section 3.6. Merger or  Consolidation  of Custodian.  Any Person into which
the Custodian  may be merged or converted or with which it may be  consolidated,
or any Person  resulting from any merger,  conversion or  consolidation to which
the Custodian shall be a party, or any Person  succeeding to the business of the
Custodian,  shall be the  successor  of the  Custodian  hereunder,  without  the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

     Section  3.7.  Representations  of  the  Custodian.  The  Custodian  hereby
represents  that  it is a  depository  institution  subject  to  supervision  or
examination by a federal or state authority,  has a combined capital and surplus
of at least  $10,000,000 and is qualified to do business in the  jurisdiction in
which it will hold any Custodian File.

                                   ARTICLE IV

                            Miscellaneous Provisions

     Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or  document  delivered  hereunder  shall be in writing  and,  unless  otherwise
specifically provided, may be delivered personally,  by telegram or telex, or by
registered or certified mail, postage prepaid,  return receipt requested, at the
addresses  specified  on  the  signature  page  hereof  (unless  changed  by the
particular  party whose address is stated herein by similar  notice in writing),
in which case the notice will be deemed delivered when received.

     Section 4.2.  Amendments.  No modification or amendment of or supplement to
this  Agreement  shall be valid or  effective  unless the same is in writing and
signed by all parties  hereto,  and neither the Seller,  the Master Servicer nor
the Trustee  shall enter into any  amendment  hereof  except as permitted by the
Pooling and  Servicing  Agreement.  The Trustee  shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing  Agreement
and furnish the Custodian with written copies thereof.

     Section 4.3.  Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be  construed  and enforced in
accordance with and governed by the laws of the State of New York.

     Section  4.4.  Recordation  of  Agreement.   To  the  extent  permitted  by
applicable  law, this  Agreement is subject to  recordation  in all  appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated,  and in any other  appropriate  public  recording office or elsewhere,
such  recordation  to be effected by the Master  Servicer  and at its expense on
direction by the Trustee,  but only upon direction  accompanied by an Opinion of
Counsel to the effect that such recordation  materially and beneficially affects
the interests of the Certificateholders.

     For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes,  this Agreement may be executed  simultaneously
in any number of counterparts,  each of which counterparts shall be deemed to be
an  original,  and  such  counterparts  shall  constitute  but one and the  same
instrument.

     Section  4.5.  Severability  of  Provisions.  If  any  one or  more  of the
covenants,  agreements,  provisions or terms of this Agreement  shall be for any
reason whatsoever held invalid, then such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.


<PAGE>


     IN WITNESS  WHEREOF,  this Agreement is executed as of the date first above
written.

Address:                                 FIRST UNION NATIONAL BANK

230 South Tryon Street                   By:
Charlotte, North Carolina,  28288        Name:
                                         Title:



Address:                                 NORWEST ASSET SECURITIES
                                         CORPORATION
7485 New Horizon Way
Frederick, Maryland  21703               By:
                                         Name:
                                         Title:



Address:                                 NORWEST BANK MINNESOTA, NATIONAL
                                           ASSOCIATION
7485 New Horizon Way
Frederick, Maryland  21703               By:
                                         Name:
                                         Title:


Address:                                 [CUSTODIAN]

                                         By:
                                         Name:
                                         Title:


<PAGE>


STATE OF          )
                  :  ss.:
COUNTY OF         )

     On this ---- day of ---------,  19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being   by  me  duly   sworn,   did   depose   and  say  that  he   resides   at
- --------------------------;   that  he  is  the   ----------  of  Norwest  Asset
Securities Corporation a Delaware corporation,  one of the parties that executed
the  foregoing  instrument;  and that he signed his name thereto by order of the
Board of Directors of said corporation.


                                   ---------------------------------
                                              Notary Public



[NOTARIAL SEAL]


<PAGE>


STATE OF          )
                  :  ss.:
COUNTY OF         )

     On this ---- day of ---------,  19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being   by  me  duly   sworn,   did   depose   and  say  that  he   resides   at
- --------------------------; that he is the ---------- of Norwest Bank Minnesota,
National  Association,  a national banking association,  one of the parties that
executed the foregoing instrument;  and that he signed his name thereto by order
of the Board of Directors of said corporation.


                                   -----------------------------------
                                              Notary Public



[NOTARIAL SEAL]


<PAGE>


STATE OF          )
                  :  ss.:
COUNTY OF         )

     On this --- day of --------,  19--,  before me, a notary  public in and for
the State of ------------, personally appeared ---------- ---------, known to me
who,  being  by  me  duly  sworn,   did  depose  and  say  that  he  resides  at
- --------------------------;  that he is the  -------------------- of First Union
National Bank, a national banking association,  one of the parties that executed
the  foregoing  instrument;  and that he signed his name thereto by order of the
Board of Directors of said association.


                                   -----------------------------------
                                              Notary Public



[NOTARIAL SEAL]


<PAGE>


STATE OF          )
                  :  ss.:
COUNTY OF         )

     On this ---- day of --------,  19-- , before me, a notary public in and for
the State of ----------,  personally appeared ---------- ----------, known to me
who,  being  by  me  duly  sworn,   did  depose  and  say  that  he  resides  at
- --------------------------;   that   he  is   the   -----------------------   of
- ----------------------,  a  -------------------------,  one of the parties  that
executed the foregoing instrument;  and that he signed his name thereto by order
of the Board of Directors of said association.


                                   -----------------------------------
                                             Notary Public

 [NOTARIAL SEAL]


<PAGE>


                                   EXHIBIT F-1


            [Schedule of Mortgage Loans Serviced by Norwest Mortgage
                 from locations other than Frederick, Maryland]

NASCOR
NMI / 1997-16 Exhibit F-1
20 & 30 YEAR FIXED RATE RELOCATION LOANS

<TABLE>
<CAPTION>



                                                                      NET                                              CUT-OFF
 MORTGAGE                                     MORTGAGE   MORTGAGE    CURRENT    ORIGINAL    SCHEDULED                  DATE
 LOAN                                 ZIP    PROPERTY   INTEREST    INTEREST     MONTHLY     TERM TO     MATURITY     PRINCIPAL
 NUMBER          CITY         STATE   CODE     TYPE       RATE        RATE       PAYMENT    MATURITY       DATE        BALANCE
 ------          ----         -----   ----     ----       ----        ----       -------    --------       ----        -------
<S>     <C>                  <C>     <C>       <C>       <C>         <C>       <C>            <C>       <C>         <C>
6212203 LOS ANGELES          CA      90020     SFD       8.125       6.750     $4,157.98      360       1-Jun-27    $558,893.61
6229482 LIBERTY              MO      64068     SFD       7.625       6.750     $1,415.59      360       1-Aug-27    $199,770.83
6344816 PALM DESERT          CA      92211     SFD       7.875       6.750     $2,755.26      360       1-Jul-27    $379,475.26
6383146 LAKE ELMO            MN      55042     SFD       8.250       6.750     $1,954.04      360       1-Aug-27    $259,934.15
6419664 SAN DIEGO            CA      92103     SFD       7.875       6.750     $3,076.47      360       1-Jul-27    $423,714.08
6423279 SAN JOSE             CA      95135     SFD       7.625       6.750     $1,735.51      360       1-Aug-27    $245,022.53
6993595 RANCHO PALOS VERD    CA      90275     SFD       7.625       6.750     $4,600.66      360       1-Nov-26    $643,052.00
        
                                                                                                                  $2,709,862.46
        

</TABLE>

COUNT:                     7
WAC:                       7.86217181
WAM:                      356.1554111
WALTV:                    80.79140541

                       $200,241,685.87
<TABLE>
<CAPTION>

MORTGAGE                                                                       MORTGAGE                T.O.P.    MASTER      FIXED
 LOAN                                 ZIP   PROPERTY                           INSURANCE    SERVICE   MORTGAGE  SERVICE    RETAINED
NUMBER          CITY         STATE   CODE     TYPE        LTV       SUBSIDY      CODE         FEE       LOAN      FEE        YIELD
- ------          ----         -----   ----     ----        ---       -------      ----         ---       ----      ---        -----
<S>     <C>                  <C>     <C>       <C>       <C>         <C>          <C>        <C>                 <C>         <C>
6212203 LOS ANGELES          CA      90020     SFD       80.00                               0.250               0.016       1.109
6229482 LIBERTY              MO      64068     SFD       50.88                               0.250               0.016       0.609
6344816 PALM DESERT          CA      92211     SFD       89.94                    33         0.250               0.016       0.859
6383146 LAKE ELMO            MN      55042     SFD       90.00                    12         0.250               0.016       1.234
6419664 SAN DIEGO            CA      92103     SFD       89.80                    11         0.250               0.016       0.859
6423279 SAN JOSE             CA      95135     SFD       79.99                               0.250               0.016       0.609
6993595 RANCHO PALOS VERD    CA      90275     SFD       76.02                               0.250               0.016       0.609
</TABLE>

<PAGE>


                                   EXHIBIT F-2


            [Schedule of Mortgage Loans Serviced by Norwest Mortgage
                             in Frederick, Maryland]

NASCOR
NMI / 1997-16 Exhibit F-2
20 & 30 YEAR FIXED RATE RELOCATION
LOANS




<TABLE>
<CAPTION>
                                                                      NET                                            CUT-OFF
 MORTGAGE                                               MORTGAGE   MORTGAGE     CURRENT     ORIGINAL    SCHEDULED      DATE
   LOAN                                ZIP   PROPERTY   INTEREST   INTEREST     MONTHLY     TERM TO     MATURITY    PRINCIPAL
  NUMBER          CITY         STATE   CODE    TYPE       RATE       RATE       PAYMENT     MATURITY      DATE       BALANCE
<S>        <C>                  <C>   <C>       <C>      <C>         <C>       <C>            <C>       <C>        <C>
4539880    ASHBURN              VA    20147     SFD      7.375       6.750     $2,006.42      360       1-May-27   $289,607.59
4546326    WOODBURY             MN    55125     SFD      7.875       6.750     $2,233.22      360       1-May-27   $307,143.74
4548386    ORONO                MN    55356     SFD      7.125       6.750     $4,042.32      360       1-May-27   $598,063.56
4554692    MANDEVILLE           LA    70471     SFD      7.750       6.750     $1,839.04      360       1-Aug-27   $256,518.81
4566358    DOYLESTOWN           PA    18901     SFD      7.875       6.750     $1,957.69      360       1-Jul-27   $269,426.50
4567569    TUCSON               AZ    85718     SFD      7.375       6.750     $1,933.90      360       1-Sep-27   $280,000.00
4569378    MEDINA               MN    55340     SFD      7.750       6.750     $2,426.85      360       1-Jul-27   $338,270.28
4569893    SAINT CHARLES        IL    60175     SFD      7.250       6.750     $2,264.83      360       1-Sep-27   $332,000.00
4570762    REDMOND              WA    98053     SFD      7.625       6.750     $1,815.14      360       1-Jul-27   $256,077.60
4570816    JACKSONVILLE         FL    32225     SFD      7.625       6.750     $2,548.06      360       1-Jun-27   $354,940.92
4572053    BASKING RIDGE        NJ    07920     SFD      7.375       6.750     $2,099.66      360       1-Sep-27   $304,000.00
4572580    FREEHOLD             NJ    07728     SFD      7.500       6.750     $2,272.45      360       1-Sep-27   $325,000.00
4573522    APPLE VALLEY         MN    55124     SFD      7.250       6.750     $1,951.03      360       1-Aug-27   $285,776.89
4573731    HOPKINTON            MA    01748     SFD      7.250       6.750     $2,796.93      360       1-Sep-27   $410,000.00
4573833    PARKLAND             FL    33076     SFD      7.750       6.750     $1,749.48      360       1-Sep-27   $244,200.00
4573999    WICHITA              KS    67230     SFD      7.500       6.750     $2,819.24      360       1-Jul-27   $402,599.65
4574838    GLEN ALLEN           VA    23060     SFD      7.875       6.750     $2,092.92      360       1-Aug-27   $288,451.35
4574862    PARADISE VALLEY      AZ    85253     SFD      7.625       6.750     $2,083.04      360       1-Sep-27   $294,300.00
4575991    WRENTHAM             MA    02093     SFD      7.750       6.750     $1,587.57      360       1-Aug-27   $221,443.60
4578739    EVERGREEN            CO    80439     SFD      7.250       6.750     $1,589.82      360       1-Sep-27   $233,050.00
4578832    ALPHARETTA           GA    30202     SFD      7.750       6.750     $1,770.62      360       1-May-27   $244,119.28
4579072    WESTFORD             MA    01886     SFD      7.750       6.750     $1,707.93      360       1-Aug-27   $238,231.74
4579746    BRANCHBURG           NJ    08876     SFD      7.875       6.750     $1,631.41      360       1-Aug-27   $224,845.15
4579893    WESTBORO             MA    01581     SFD      7.250       6.750     $2,053.36      360       1-Aug-27   $300,765.18
4580075    MONTGOMERY           NJ    08558     SFD      7.375       6.750     $1,795.76      360       1-Sep-27   $260,000.00
4580101    WILDWOOD             MO    63038     SFD      7.750       6.750     $1,594.02      360       1-Aug-27   $222,342.96
4580184    GIG HARBOR           WA    98335     SFD      7.750       6.750     $1,934.32      360       1-Aug-27   $269,809.43
4582552    CUMMING              GA    30131     SFD      7.750       6.750     $2,077.60      360       1-Sep-27   $290,000.00
4582560    RANDOLPH             NJ    07869     SFD      7.500       6.750     $2,272.45      360       1-Sep-27   $325,000.00
4583474    LAKE OSWEGO          OR    97035     SFD      7.375       6.750     $2,099.66      360       1-Sep-27   $304,000.00
4583678    PHOENIX              AZ    85048     SFD      7.250       6.750     $1,637.23      360       1-Sep-27   $240,000.00
4583960    SHREWSBURY           MA    01545     SFD      8.000       6.750     $2,290.08      360       1-Aug-27   $311,890.59
4584119    DEVON                PA    19333     SFD      7.750       6.750     $2,349.84      360       1-Jul-27   $327,535.49
4584263    MAPLE GROVE          MN    55311     SFD      7.625       6.750     $1,681.72      360       1-Sep-27   $237,600.00
4584388    BELLE MEAD           NJ    08502     SFD      7.625       6.750     $2,493.21      360       1-Jul-27   $351,614.76
4584636    WESTPORT             CT    06880     SFD      7.250       6.750     $3,615.54      360       1-Sep-27   $530,000.00
4585468    CHESTER              NJ    07930     SFD      7.625       6.750     $2,618.84      360       1-Jul-27   $369,462.70
4585716    WALNUT CREEK         CA    94596     SFD      7.750       6.750     $1,919.99      360       1-Sep-27   $268,000.00
4585861    ALPHARETTA           GA    30202     SFD      7.375       6.750     $1,938.04      360       1-Sep-27   $280,600.00
4586488    EL DORADO HILLS      CA    95762     SFD      8.250       6.750     $1,680.59      360       1-Sep-27   $223,700.00
4587328    THOUSAND OAKS        CA    91360     SFD      8.000       6.750     $2,707.60      360       1-Jun-27   $368,252.24
4587403    STILLWATER           MN    55082     SFD      7.250       6.750     $1,569.01      360       1-Sep-27   $230,000.00
4587449    SPARTA               NJ    07871     SFD      7.375       6.750     $2,324.82      360       1-Sep-27   $336,600.00
4588669    LAFAYETTE            CO    80026     SFD      7.250       6.750     $1,693.85      360       1-Sep-27   $248,300.00
4589076    SUGAR LAND           TX    77479     SFD      7.875       6.750     $1,776.43      360       1-Jun-27   $244,490.82
4589542    TROY                 MI    48098     SFD      7.625       6.750     $1,741.18      360       1-Sep-27   $246,000.00
4590186    RANDOLPH             NJ    07869     SFD      8.000       6.750     $1,797.36      360       1-Sep-27   $244,950.00
4590662    EVANSTON             IL    60201     SFD      8.000       6.750     $2,348.05      360       1-Aug-27   $319,785.28
4591057    WYCKOFF              NJ    07481     SFD      7.500       6.750     $4,251.23      360       1-Sep-27   $608,000.00
4591857    SUDBURY              MA    01776     SFD      7.250       6.750     $3,410.89      360       1-Sep-27   $500,000.00
4592559    LENEXA               KS    66200     SFD      7.375       6.750     $1,872.77      360       1-Aug-27   $270,943.67
4592736    RIDGEFIELD           CT    06877     SFD      7.625       6.750     $4,600.66      360       1-Aug-27   $649,529.55
4592923    CINCINNATI           OH    45243     SFD      7.750       6.750     $4,217.52      360       1-Jun-27   $587,445.44
4593059    MIDLAND PARK         NJ    07432     SFD      8.000       6.750     $1,637.77      360       1-Sep-27   $223,200.00
4593108    OAK RIDGE            NC    27310     SFD      8.000       6.750     $2,384.74      360       1-Jul-27   $324,446.37
4593559    BASKING RIDGE        NJ    07920     SFD      7.625       6.750     $2,908.33      360       1-Sep-27   $410,900.00
4593582    AURORA               CO    80015     SFD      7.750       6.750     $2,579.09      360       1-Jul-27   $359,490.18
4593850    MISSION VIEJO        CA    92692     SFD      8.000       6.750     $1,849.09      360       1-Sep-27   $252,000.00
4593962    LONGMONT             CO    80501     SFD      7.625       6.750     $2,831.18      360       1-Aug-27   $399,710.49
4594142    REDDING              CT    06896     SFD      7.000       6.734     $1,995.91      360       1-Sep-27   $300,000.00
4594630    BRIDGEWATER          NJ    08807     SFD      7.250       6.750     $2,694.60      360       1-Aug-27   $394,691.86
4594689    YORKTOWN HEIGHTS     NY    10598     SFD      8.125       6.750     $2,292.09      360       1-Sep-27   $308,700.00
4594723    COLORADO SPRINGS     CO    80919     SFD      7.500       6.750     $1,528.49      360       1-Sep-27   $218,600.00
4594736    ACTON                MA    01720     SFD      7.875       6.750     $1,677.09      360       1-Sep-27   $231,300.00
4594885    ARLINGTON            VA    22207     SFD      7.750       6.750     $2,167.15      360       1-Jul-27   $302,071.62
4595269    LITTLETON            CO    80121     SFD      7.500       6.750     $1,509.61      360       1-Aug-27   $215,739.77
4595669    BRIDGEWATER          NJ    08807     SFD      7.875       6.750     $1,614.73      360       1-Sep-27   $222,700.00
4595976    WOODINVILLE          WA    98072     SFD      7.875       6.750     $1,696.67      360       1-Aug-27   $233,838.96
4596180    SAN DIEGO            CA    92130     SFD      7.625       6.750     $2,353.07      360       1-Aug-27   $332,209.37
4596637    WILMETTE             IL    60091     SFD      7.250       6.750     $1,841.88      360       1-Sep-27   $270,000.00
4596881    SARATOGA             CA    95070     SFD      7.375       6.750     $3,943.41      360       1-Sep-27   $570,950.00
4597142    STUDIO CITY          CA    91604     SFD      7.250       6.750     $2,380.80      360       1-Sep-27   $349,000.00
4597186    CUMMING              GA    30131     SFD      8.000       6.750     $1,943.75      360       1-Aug-27   $264,722.25
4597473    SOUTHLAKE            TX    76092     SFD      7.375       6.750     $3,177.11      360       1-Jul-27   $459,297.79
4597531    FLEMINGTON           NJ    08822     SFD      7.000       6.734     $1,756.40      360       1-Sep-27   $264,000.00
4597844    LAKE FOREST          IL    60045     SFD      7.750       6.750     $4,325.34      360       1-Aug-27   $603,323.88
4597970    AURORA               IL    60504     SFD      8.000       6.750     $1,841.75      360       1-Sep-27   $251,000.00
4597978    LA CANADA            CA    91011     SFD      8.000       6.750     $6,551.06      360       1-Jul-27   $891,597.89
4598163    BROOKFIELD           CT    06804     SFD      7.875       6.750     $2,029.47      360       1-Aug-27   $279,707.37
4598265    DANA POINT           CA    92629     SFD      7.500       6.750     $1,900.47      360       1-Aug-27   $271,598.28
4598584    GOLDEN               CO    80403     SFD      6.875       6.609     $1,700.79      360       1-Sep-27   $258,900.00
4598772    PLANO                TX    75093     SFD      7.125       6.750     $2,182.85      360       1-Aug-27   $323,740.90
4598841    BIRMINGHAM           PA    19382     SFD      7.625       6.750     $1,769.49      360       1-Jul-27   $249,636.96
           TOWNSHIP
4598846    SUCCASUNNA           NJ    07876     SFD      7.875       6.750     $1,905.49      360       1-Aug-27   $262,619.14
4598936    CALABASAS            CA    91302     SFD      7.375       6.750     $3,453.38      360       1-Aug-27   $499,619.54
4599212    SUMMERVILLE          SC    29483     SFD      7.750       6.750     $2,095.51      360       1-Aug-27   $292,293.55
4599332    HOPEWELL JUNCTION    NY    12533     SFD      8.000       6.750     $1,617.96      360       1-Sep-27   $220,500.00
4599360    FAIRFIELD            CT    06430     SFD      7.250       6.750     $2,435.37      360       1-Aug-27   $356,721.51
4599689    PLYMOUTH             MN    55441     SFD      8.250       6.750     $2,019.79      360       1-Aug-27   $268,678.55
4600559    GLEN COVE            NY    11542     SFD      8.125       6.750     $2,084.94      360       1-Sep-27   $280,800.00
4601247    HOPKINS              MN    55305     SFD      7.875       6.750     $2,247.72      360       1-Aug-27   $309,086.66
4601265    WEST CHESTER         PA    19382     SFD      7.000       6.734     $1,428.41      360       1-Sep-27   $214,700.00
4601291    PRINCETON            NJ    08540     SFD      7.250       6.750     $2,173.54      240       1-Aug-17   $274,487.92
4601293    NORTH READING        MA    01864     SFD      7.625       6.750     $2,868.34      360       1-Sep-27   $405,250.00
4601297    MAPLEWOOD            NJ    07040     SFD      7.000       6.734     $1,570.12      360       1-Aug-27   $235,806.55
4601384    MAHWAH               NJ    07430     SFD      7.250       6.750     $4,000.97      360       1-Aug-27   $586,042.47
4601492    NEW FAIRFIELD        CT    06812     SFD      7.375       6.750     $2,139.72      360       1-Aug-27   $309,564.26
4601590    EDINA                MN    55424     SFD      7.250       6.750     $1,666.22      360       1-Aug-27   $244,059.46
4601624    MENDHAM              NJ    07945     SFD      7.125       6.750     $2,223.28      360       1-Sep-27   $330,000.00
4601635    RIDGEFIELD           CT    06877     SFD      7.250       6.750     $2,685.73      360       1-Sep-27   $393,700.00
4601668    NEW ALBANY           OH    43054     SFD      7.750       6.750     $2,493.12      360       1-Sep-27   $348,000.00
4601907    SCOTCH PLAINS        NJ    07076     SFD      7.750       6.750     $1,837.60      360       1-Sep-27   $256,500.00
4601922    CALIFON              NJ    07830     SFD      7.250       6.750     $1,569.01      360       1-Sep-27   $230,000.00
4601956    NAPERVILLE           IL    60564     SFD      7.500       6.750     $1,602.60      360       1-Aug-27   $229,029.90
4602013    DARIEN               CT    06820     SFD      7.375       6.750     $2,417.37      360       1-Aug-27   $349,733.67
4602149    VALPARAISO           IN    46385     SFD      7.500       6.750     $1,571.14      360       1-Sep-27   $224,700.00
4602151    NAPERVILLE           IL    60564     SFD      7.500       6.750     $1,986.12      360       1-Sep-27   $284,050.00
4602532    ALPHARETTA           GA    30201     SFD      7.250       6.750     $2,385.23      360       1-Aug-27   $349,377.24
4602661    LOVELAND             OH    45140     SFD      7.375       6.750     $1,525.02      360       1-Sep-27   $220,800.00
4602756    RALEIGH              NC    27613     SFD      7.250       6.750     $1,896.46      360       1-Sep-27   $278,000.00
4603078    BASKING RIDGE        NJ    07920     SFD      7.375       6.750     $2,348.30      360       1-Sep-27   $340,000.00
4603295    PALM HARBOR          FL    34685     SFD      7.125       6.750     $2,075.06      360       1-Aug-27   $307,753.69
4603305    WESTON               MA    02193     SFD      6.875       6.609     $2,627.72      360       1-Jul-27   $399,325.97
4603332    CANTON               MI    48187     SFD      7.500       6.750     $1,580.23      360       1-Sep-27   $226,000.00
4603588    CRYSTAL LAKE         IL    60012     SFD      7.500       6.750     $1,608.20      360       1-Aug-27   $229,829.30
4603699    NAPERVILLE           IL    60564     SFD      7.750       6.750     $2,181.48      360       1-Aug-27   $304,285.08
4603761    GLEN ELLYN           IL    60137     SFD      7.375       6.750     $2,956.09      360       1-Sep-27   $428,000.00
4603889    CYPRESS              TX    77429     SFD      7.750       6.750     $1,718.68      360       1-Sep-27   $239,900.00
4603947    ALPHARETTA           GA    30202     SFD      7.500       6.750     $1,973.89      360       1-Aug-27   $282,090.49
4604051    JACKSON              MO    63755     SFD      7.500       6.750     $1,650.15      360       1-Aug-27   $235,824.85
4604076    FRESNO               CA    93711     SFD      7.750       6.750     $1,593.31      360       1-Aug-27   $222,243.02
4604140    NEW FAIRFIELD        CT    06812     SFD      7.375       6.750     $1,864.83      360       1-Aug-27   $269,794.54
4604192    SUFFERN              NY    10901     SFD      7.750       6.750     $1,597.60      360       1-Aug-27   $222,796.97
4604277    RIVER FOREST         IL    60305     SFD      7.500       6.750     $1,643.16      360       1-Sep-27   $235,000.00
4604421    BEDMINSTER           NJ    07921     SFD      7.500       6.750     $2,761.90      360       1-Sep-27   $395,000.00
4604465    GLADWYNE             PA    19035     SFD      7.125       6.750     $1,886.42      360       1-Aug-27   $279,776.08
4604600    COPPELL              TX    75019     SFD      7.750       6.750     $1,749.13      360       1-Sep-27   $244,150.00
4604622    VANCOUVER            WA    98684     SFD      7.500       6.750     $1,601.21      360       1-Sep-27   $229,000.00
4604794    HERNDON              VA    20170     SFD      7.750       6.750     $1,834.02      360       1-Sep-27   $256,000.00
4604834    KINNELON             NJ    07405     SFD      7.125       6.750     $2,576.98      360       1-Aug-27   $382,194.11
4604997    SANDY HOOK           CT    06482     SFD      7.875       6.750     $2,466.69      360       1-Aug-27   $339,965.87
4605030    CAMBRIDGE            MA    02138     LCO      7.750       6.750     $2,758.19      360       1-Aug-27   $384,728.27
4605034    LITTLETON            CO    80124     SFD      7.500       6.750     $2,447.26      360       1-Aug-27   $349,740.24
4605097    ALPHARETTA           GA    30202     SFD      7.750       6.750     $2,299.69      360       1-Sep-27   $321,000.00
4605142    ALPHARETTA           GA    30202     SFD      7.750       6.750     $1,805.36      360       1-Jul-27   $251,643.13
4605407    RICHMOND             VA    23075     SFD      7.750       6.750     $1,791.04      360       1-Aug-27   $249,823.54
4605808    MENDHAM              NJ    07926     SFD      7.375       6.750     $2,051.31      360       1-Sep-27   $297,000.00
4605826    ROCHESTER HILLS      MI    48306     SFD      7.125       6.750     $3,031.74      360       1-Aug-27   $449,640.14
4605899    MEDFIELD             MA    02052     SFD      7.500       6.750     $2,223.51      360       1-Aug-27   $317,763.99
4605941    RANCHO PALOS         CA    90275     SFD      7.500       6.750     $2,097.65      360       1-Aug-27   $299,777.35
           VERDES
4605960    ALPHARETTA           GA    30202     SFD      7.750       6.750     $2,149.24      360       1-Aug-27   $299,788.26
4606002    WILTON               CT    06897     SFD      7.125       6.750     $3,115.28      360       1-Sep-27   $462,400.00
4606064    WASHINGTON           NJ    07830     SFD      7.875       6.750     $1,631.41      360       1-Jul-27   $224,689.29
           TOWNSHIP
4606148    CLIFTON              VA    22024     SFD      7.375       6.750     $1,751.55      360       1-Jul-27   $253,212.88
4606371    MILFORD              CT    06460     SFD      7.750       6.750     $1,905.66      360       1-Aug-27   $265,812.26
4606464    AMBLER               PA    19002     SFD      7.125       6.750     $2,290.65      360       1-Sep-27   $340,000.00
4606600    GREAT FALLS          VA    22066     SFD      7.125       6.750     $1,616.93      360       1-Aug-27   $239,808.07
4606634    MIDLOTHIAN           VA    23113     SFD      7.250       6.750     $1,687.71      360       1-Sep-27   $247,400.00
4606688    BEDFORD              NH    03110     SFD      7.500       6.750     $1,918.65      360       1-Sep-27   $274,400.00
4606729    SUMMIT               NJ    07901     SFD      7.125       6.750     $1,785.36      360       1-Aug-27   $264,788.08
4606770    PARKVILLE            MO    64152     SFD      7.125       6.750     $1,825.45      360       1-Aug-27   $270,733.32
4606964    LEBANON              NJ    08833     SFD      7.500       6.750     $1,658.54      360       1-Aug-27   $237,023.96
4607096    MAHWAH               NJ    07430     SFD      7.375       6.750     $3,729.65      360       1-Sep-27   $540,000.00
4607124    STRONGSVILLE         OH    44136     SFD      8.000       6.750     $1,671.52      360       1-Sep-27   $227,800.00
4607189    WOODINVILLE          WA    98072     SFD      7.625       6.750     $2,052.61      360       1-Sep-27   $290,000.00
4607342    WICHITA              KS    67230     SFD      7.375       6.750     $2,732.32      360       1-Aug-27   $395,298.97
4607372    CORAL GABLES         FL    33134     SFD      7.625       6.750     $1,624.39      360       1-Aug-27   $229,333.89
4607405    TOWN OF SMITHTOWN    NY    11768     SFD      7.375       6.750     $1,484.96      360       1-Aug-27   $214,836.40
4607538    DOWNINGTOWN          PA    19335     SFD      7.375       6.750     $2,244.70      360       1-Sep-27   $325,000.00
4607710    LITITZ               PA    17543     SFD      7.000       6.734     $1,955.99      360       1-Aug-27   $293,759.01
4607716    LONG VALLEY          NJ    07853     SFD      7.750       6.750     $2,120.23      360       1-Aug-27   $295,741.11
4607816    PLANO                TX    75093     SFD      7.625       6.750     $2,264.94      360       1-Aug-27   $319,768.39
4607952    SHREWSBURY           MA    01545     SFD      7.250       6.750     $2,032.89      360       1-Aug-27   $297,767.53
4608025    WHEATON              IL    60187     SFD      7.125       6.750     $3,277.65      360       1-Sep-27   $486,500.00
4608038    BOXBORO              MA    01719     SFD      7.625       6.750     $2,420.66      360       1-Aug-27   $341,752.47
4608044    BERNARDS             NJ    07920     SFD      7.500       6.750     $1,755.03      360       1-Sep-27   $251,000.00
4608227    MORRIS PLAINS        NJ    07950     SFD      7.250       6.750     $2,046.53      360       1-Aug-27   $299,765.97
4608243    BOULDER              CO    80303     SFD      7.625       6.750     $2,033.14      240       1-Aug-17   $249,555.41
4608313    SALINAS              CA    93908     SFD      7.500       6.750     $1,642.81      360       1-Sep-27   $234,950.00
4608322    SPARTA               NJ    07871     SFD      7.750       6.750     $1,537.78      360       1-Aug-27   $214,456.85
4608465    MONTPELIER           VA    23192     SFD      7.750       6.750     $1,647.75      360       1-Aug-27   $229,837.67
4608528    KATY                 TX    77450     SFD      7.500       6.750     $2,015.49      360       1-Jul-27   $287,820.81
4608659    MARIETTA             GA    30066     SFD      7.375       6.750     $1,693.54      360       1-Sep-27   $245,200.00
4608665    NAPERVILLE           IL    60540     SFD      7.250       6.750     $1,636.54      360       1-Aug-27   $239,712.86
4608716    SONOMA               CA    95476     SFD      7.875       6.750     $5,492.41      360       1-Sep-27   $757,500.00
4608723    CLARENDON HILLS      IL    60514     SFD      7.250       6.750     $2,558.17      360       1-Sep-27   $375,000.00
4608791    ANDOVER              MA    01810     SFD      7.625       6.750     $1,642.09      360       1-Sep-27   $232,000.00
4608824    TRUMBULL             CT    06611     SFD      7.375       6.750     $1,574.74      360       1-Aug-27   $227,826.51
4609025    ROSWELL              GA    30076     SFD      7.250       6.750     $1,534.90      360       1-Sep-27   $225,000.00
4609033    FOX ISLAND           WA    98333     SFD      7.750       6.750     $2,070.44      360       1-Aug-27   $288,796.02
4609034    HIGH BRIDGE          NJ    08829     SFD      7.500       6.750     $1,636.17      360       1-Sep-27   $234,000.00
4609039    BROOKFIELD           CT    06804     SFD      7.500       6.750     $1,678.12      360       1-Aug-27   $239,821.88
4609041    FLORHAM PARK         NJ    07932     SFD      7.250       6.750     $2,633.89      360       1-Sep-27   $386,100.00
4609052    NEWTOWN              CT    06470     SFD      8.000       6.750     $2,069.59      360       1-Aug-27   $281,860.74
4609054    SCOTCH PLAINS        NJ    07076     SFD      7.750       6.750     $1,727.99      360       1-Aug-27   $241,029.76
4609067    YORBA LINDA          CA    92887     SFD      7.625       6.750     $1,557.15      360       1-Aug-27   $219,840.77
4609207    HAMILTON             OH    45011     SFD      7.375       6.750     $1,878.64      360       1-Aug-27   $271,793.03
4609318    WEST CHESTER         PA    19382     SFD      7.500       6.750     $1,810.97      360       1-Aug-27   $258,807.78
4609375    NEEDHAM              MA    02192     SFD      7.625       6.750     $4,600.66      360       1-Sep-27   $650,000.00
4609378    JAMISON              PA    18929     SFD      7.625       6.750     $1,700.83      360       1-Sep-27   $240,300.00
4609393    BASKING RIDGE        NJ    07920     SFD      7.250       6.750     $1,930.56      360       1-Aug-27   $282,779.23
4609439    STAMFORD             CT    06903     SFD      7.375       6.750     $2,308.59      360       1-Aug-27   $333,995.65
4609449    NEWCASTLE            WA    98059     SFD      7.250       6.750     $2,387.62      360       1-Aug-27   $349,726.96
4609503    DALLAS               TX    75230     SFD      7.250       6.750     $1,582.65      360       1-Aug-27   $231,819.02
4609524    CRANBURY             NJ    08512     SFD      7.250       6.750     $1,773.66      360       1-Sep-27   $260,000.00
4609595    FARMINGTON HILLS     MI    48335     SFD      7.375       6.750     $2,072.03      360       1-Sep-27   $300,000.00
4609643    DULUTH               GA    30155     SFD      7.625       6.750     $2,013.32      360       1-Aug-27   $284,244.12
4609935    ARLINGTON            VA    22209     SFD      7.375       6.750     $2,233.65      360       1-Aug-27   $323,153.91
4609941    NAPERVILLE           IL    60564     SFD      7.750       6.750     $1,766.68      360       1-Aug-27   $246,425.94
4610142    CARY                 IL    60013     SFD      7.000       6.734     $1,836.24      360       1-Aug-27   $275,773.76
4610145    HENDERSON            NV    89014     SFD      6.750       6.484     $3,891.59      360       1-Sep-27   $600,000.00
4610445    WALNUT CREEK         CA    94596     SFD      7.250       6.750     $2,586.82      360       1-Sep-27   $379,200.00
4610449    WESTPORT             CT    06883     SFD      7.375       6.750     $2,369.02      360       1-Sep-27   $343,000.00
4610450    LOUISVILLE           KY    40241     SFD      7.250       6.750     $1,981.04      360       1-Sep-27   $290,400.00
4610452    HOLLISTON            MA    01746     SFD      7.750       6.750     $2,005.96      360       1-Sep-27   $280,000.00
4610493    CHASKA               MN    55318     SFD      7.500       6.750     $1,864.81      360       1-Aug-27   $266,502.07
4610512    EAST SANDWICH        MA    02537     SFD      7.625       6.750     $1,627.93      360       1-Aug-27   $229,833.53
4610671    BURNSVILLE           MN    55306     SFD      7.625       6.750     $2,032.79      360       1-Aug-27   $286,992.13
4610686    KETTERING            OH    45429     SFD      7.625       6.750     $3,397.41      360       1-Sep-27   $480,000.00
4610704    CONCORD              NC    28027     SFD      7.250       6.750     $1,910.10      360       1-Aug-27   $279,781.57
4610760    ONALASKA             WI    54650     SFD      8.250       6.750     $1,962.69      360       1-Aug-27   $261,083.40
4610895    VIENNA               VA    22182     SFD      7.250       6.750     $1,603.12      360       1-Aug-27   $234,816.67
4610920    ALPHARETTA           GA    30202     SFD      7.750       6.750     $2,311.51      360       1-Aug-27   $322,422.27
4611020    AGOURA HILLS         CA    91301     SFD      7.125       6.750     $1,448.50      360       1-Aug-27   $214,828.06
4611221    AURORA               IL    60504     SFD      7.125       6.750     $2,376.55      360       1-Aug-27   $352,467.90
4611230    GREAT FALLS          VA    22066     SFD      6.875       6.609     $2,232.91      360       1-Sep-27   $339,900.00
4611442    BERKELEY HEIGHTS     NJ    07922     SFD      7.250       6.750     $1,705.45      360       1-Aug-27   $249,804.97
4611493    OVIEDO               FL    32765     SFD      7.750       6.750     $1,755.93      360       1-Sep-27   $245,100.00
4611510    SOLEBURY             PA    18938     SFD      7.875       6.750     $2,088.20      360       1-Aug-27   $287,801.80
4611532    RIVA                 MD    21140     SFD      7.500       6.750     $1,534.78      360       1-Sep-27   $219,500.00
4611551    SHERMAN              CT    06784     SFD      8.000       6.750     $2,129.41      240       1-Aug-17   $254,147.79
4611631    HUDSON               OH    44236     SFD      7.500       6.750     $1,517.30      360       1-Sep-27   $217,000.00
4611739    WALNUT CREEK         CA    94598     SFD      7.125       6.750     $2,366.10      360       1-Sep-27   $351,200.00
4611799    READINGTON           NJ    08889     SFD      7.250       6.750     $1,954.44      360       1-Sep-27   $286,500.00
4611862    LOVELAND             OH    45140     SFD      7.375       6.750     $1,775.04      360       1-Sep-27   $257,000.00
4611881    ANAHEIM HILLS        CA    92808     SFD      7.375       6.750     $2,045.09      360       1-Aug-27   $295,874.69
4611895    ENGLEWOOD            CO    80111     SFD      7.375       6.750     $2,890.48      360       1-Aug-27   $418,181.55
4611909    HUDSON               OH    44236     SFD      7.250       6.750     $1,910.10      360       1-Sep-27   $280,000.00
4611915    ALPHARETTA           GA    30005     SFD      7.625       6.750     $2,027.83      360       1-Sep-27   $286,500.00
4612155    ACTON                MA    01720     SFD      7.125       6.750     $2,425.39      360       1-Sep-27   $360,000.00
4612192    GREEN OAKS           IL    60048     SFD      7.250       6.750     $1,671.34      360       1-Aug-27   $244,808.87
4612220    TEXAS                MI    49009     SFD      7.750       6.750     $1,769.54      360       1-Sep-27   $247,000.00
4612332    HINSDALE             IL    60521     SFD      7.375       6.750     $2,486.44      360       1-Aug-27   $359,726.06
4612523    GREENVILLE           DE    19807     SFD      6.875       6.609     $2,397.80      360       1-Sep-27   $365,000.00
4612538    IRVING               TX    75038     SFD      7.625       6.750     $2,955.75      360       1-Aug-27   $417,297.75
4612579    BRANCHBURG           NJ    08876     SFD      7.250       6.750     $1,549.91      360       1-Aug-27   $227,022.76
4612713    HATFIELD             PA    19440     SFD      7.875       6.750     $1,576.67      360       1-Sep-27   $217,450.00
4612718    SCOTTSDALE           AZ    85259     SFD      7.625       6.750     $1,835.67      360       1-Sep-27   $259,350.00
4612724    MADISON              NJ    07940     SFD      7.250       6.750     $2,826.94      360       1-Sep-27   $414,400.00
4612771    CHAPEL HILL          NC    27516     SFD      7.500       6.750     $1,887.88      360       1-Sep-27   $270,000.00
4612801    CLIFTON              VA    20124     SFD      7.000       6.734     $1,496.94      360       1-Aug-27   $224,815.56
4612824    WOODINVILLE          WA    98072     SFD      7.375       6.750     $1,768.13      360       1-Aug-27   $255,805.20
4612929    HOUSTON              TX    77041     SFD      7.875       6.750     $2,227.42      360       1-Aug-27   $306,988.58
4612948    ALLENDALE            NJ    07401     SFD      7.875       6.750     $2,871.28      360       1-Sep-27   $396,000.00
4612972    GLENDORA             CA    91741     SFD      7.250       6.750     $2,046.53      360       1-Sep-27   $300,000.00
4613011    DUBLIN               CA    94568     SFD      7.125       6.750     $1,852.73      360       1-Aug-27   $274,780.08
4613049    FRANKLIN             TN    37064     SFD      8.125       6.750     $2,079.00      360       1-Sep-27   $280,000.00
4613102    RANDOLPH             NJ    07869     SFD      7.250       6.750     $1,705.45      360       1-Sep-27   $250,000.00
4613103    BROOKFIELD           WI    53045     SFD      7.125       6.750     $1,549.56      360       1-Aug-27   $229,816.07
4613144    BASKING RIDGE        NJ    07920     LCO      7.625       6.750     $2,010.14      360       1-Aug-27   $283,794.44
4613170    LEBANON              PA    17042     SFD      6.750       6.484     $1,660.42      360       1-Sep-27   $256,000.00
4613343    CHAPEL HILL          NC    27516     SFD      7.875       6.750     $2,041.08      360       1-Sep-27   $281,500.00
4613344    MUNDELEIN            IL    60060     SFD      7.250       6.750     $1,527.40      360       1-Sep-27   $223,900.00
4613352    WALPOLE              MA    02081     SFD      7.750       6.750     $2,063.27      360       1-Sep-27   $288,000.00
4613560    SOUTHLAKE            TX    76092     SFD      7.375       6.750     $1,768.13      360       1-Aug-27   $255,805.20
4613561    BOULDER              CO    80301     SFD      7.250       6.750     $1,691.80      360       1-Sep-27   $248,000.00
4613570    AMHERST              NH    03031     SFD      7.125       6.750     $4,716.03      360       1-Sep-27   $700,000.00
4613605    WEST CHESTER         PA    19382     SFD      7.500       6.750     $2,629.05      360       1-Sep-27   $376,000.00
4613625    PORTOLA HILLS        CA    92679     SFD      8.125       6.750     $1,869.24      360       1-Aug-27   $251,585.32
4613712    SUWANEE              GA    30174     SFD      7.500       6.750     $1,887.88      360       1-Sep-27   $270,000.00
4613723    WOODINVILLE          WA    98072     SFD      7.375       6.750     $2,011.25      360       1-Sep-27   $291,200.00
4613740    BOULDER              CO    80303     SFD      7.375       6.750     $2,072.03      360       1-Aug-27   $299,771.72
4613806    SAN RAMON            CA    94583     SFD      7.250       6.750     $1,582.65      360       1-Sep-27   $232,000.00
4613820    YARDLEY              PA    19067     SFD      7.500       6.750     $1,852.92      360       1-Aug-27   $264,803.33
4613831    CHAPEL HILL          NC    27514     SFD      7.125       6.750     $1,920.10      360       1-Aug-27   $284,772.09
4613869    UPLAND               CA    91784     SFD      7.875       6.750     $2,352.86      360       1-Sep-27   $324,500.00
4613870    PARKER               CO    80134     SFD      7.125       6.750     $2,379.58      360       1-Sep-27   $353,200.00
4613882    WALNUT CREEK         CA    94504     SFD      7.375       6.750     $1,574.74      360       1-Sep-27   $228,000.00
4613921    FLORENCE             SC    29501     SFD      7.375       6.750     $1,933.90      360       1-Aug-27   $279,786.93
4613957    DAVIDSON             NC    28036     SFD      6.875       6.609     $1,970.79      360       1-Sep-27   $300,000.00
4614064    WESTLAKE VILLAGE     CA    91361     SFD      7.250       6.750     $1,762.75      360       1-Aug-27   $258,198.42
4614176    CHARLOTTE            NC    28207     PUD      7.375       6.750     $1,953.23      360       1-Aug-27   $282,584.81
4614199    LAKE JACKSON         TX    77566     SFD      7.750       6.750     $1,602.98      360       1-Sep-27   $223,750.00
4614252    CHESTER              NJ    07930     SFD      7.250       6.750     $2,728.71      360       1-Sep-27   $400,000.00
4614330    BOYDS                MD    20841     SFD      7.500       6.750     $2,237.49      360       1-Sep-27   $320,000.00
4614365    COTO DE CAZA         CA    92679     SFD      7.375       6.750     $2,624.57      360       1-Sep-27   $380,000.00
4614375    WHITE PLAINS         NY    10605     SFD      7.125       6.750     $2,418.65      360       1-Aug-27   $358,712.91
4614402    CRYSTAL LAKE         IL    60014     SFD      6.875       6.609     $2,233.56      360       1-Sep-27   $340,000.00
4614430    SUWANEE              GA    30174     SFD      7.375       6.750     $2,581.74      360       1-Aug-27   $373,515.58
4614436    MEDIA                PA    19063     SFD      7.875       6.750     $2,714.66      360       1-Aug-27   $374,142.34
4614439    NORCROSS             GA    30092     SFD      7.750       6.750     $2,127.75      360       1-Aug-27   $296,790.37
4614452    ATLANTA              GA    30342     SFD      7.875       6.750     $1,812.68      360       1-Sep-27   $250,000.00
4614513    SCOTTSDALE           AZ    85251     SFD      7.625       6.750     $1,911.05      360       1-Aug-27   $269,804.58
4614523    FORT WAYNE           IN    46804     SFD      7.500       6.750     $2,097.65      360       1-Sep-27   $300,000.00
4614625    GERMANTOWN           TN    38139     SFD      7.375       6.750     $1,552.64      360       1-Aug-27   $224,628.94
4614628    VIENNA               VA    22182     SFD      7.250       6.750     $4,037.80      360       1-Aug-27   $591,438.27
4614630    FAIRFAX STATION      VA    22039     SFD      7.250       6.750     $1,835.05      360       1-Aug-27   $268,790.16
4614676    ATLANTA              GA    30341     SFD      6.875       6.609     $1,412.40      360       1-Sep-27   $215,000.00
4614721    SPARTA               NJ    07871     SFD      7.250       6.750     $1,493.97      360       1-Sep-27   $219,000.00
4614752    OAK PARK HEIGHTS     MN    55082     SFD      7.625       6.750     $1,533.79      360       1-Aug-27   $216,543.16
4614766    BOONTON TOWNSHIP     NJ    07005     SFD      7.875       6.750     $2,712.85      360       1-Sep-27   $374,150.00
4615016    COLLIERVILLE         TN    38017     SFD      7.875       6.750     $1,696.67      360       1-Aug-27   $233,838.96
4615017    BROOKLINE            MA    02167     SFD      7.375       6.750     $2,735.08      360       1-Sep-27   $396,000.00
4615215    WOODLANDS            TX    77380     SFD      7.625       6.750     $2,349.88      360       1-Aug-27   $331,759.70
4615235    SOQUEL               CA    95073     SFD      7.875       6.750     $1,917.81      360       1-Aug-27   $264,317.97
4615292    DOYLESTOWN           PA    18901     SFD      6.875       6.609     $1,412.40      360       1-Sep-27   $215,000.00
4615298    BROOKLINE            MA    02146     LCO      7.500       6.750     $1,633.37      360       1-Sep-27   $233,600.00
4615303    CHATHAM              NJ    07928     SFD      7.500       6.750     $2,097.65      360       1-Sep-27   $300,000.00
4615323    SAN JOSE             CA    95124     SFD      7.375       6.750     $2,508.54      360       1-Sep-27   $363,200.00
4615326    WINTER HAVEN         FL    33884     SFD      7.125       6.750     $1,595.37      360       1-Sep-27   $236,800.00
4615355    TURLOCK              CA    95382     SFD      7.500       6.750     $1,608.20      360       1-Sep-27   $230,000.00
4615439    WASHOUGAL            WA    98671     SFD      7.625       6.750     $2,760.40      360       1-Aug-27   $389,717.73
4615489    COPPELL              TX    75019     SFD      7.500       6.750     $2,202.53      360       1-Sep-27   $315,000.00
4615491    WALNUT CREEK         CA    94596     PUD      7.875       6.750     $2,102.71      360       1-Aug-27   $289,800.42
4615520    NAPERVILLE           IL    60564     SFD      7.500       6.750     $1,678.11      360       1-Aug-27   $239,821.89
4615555    DANVILLE             CA    94526     SFD      7.375       6.750     $2,659.10      360       1-Sep-27   $385,000.00
4615576    SWAMPSCOTT           MA    01907     SFD      7.375       6.750     $2,097.93      360       1-Sep-27   $303,750.00
4615587    RANDOLPH             NJ    07869     SFD      7.375       6.750     $1,487.03      360       1-Sep-27   $215,300.00
4615648    BLUE BELL            PA    19422     SFD      7.125       6.750     $1,722.03      360       1-Aug-27   $255,395.60
4615692    ASHBURN              VA    20147     SFD      7.250       6.750     $2,455.84      360       1-Aug-27   $359,719.16
4615724    SLEEPY HOLLOW        NY    10591     SFD      7.750       6.750     $2,127.75      360       1-Sep-27   $297,000.00
4615732    PARSIPPANY           NJ    07054     SFD      7.375       6.750     $1,541.59      360       1-Sep-27   $223,200.00
4615768    SCOTTSDALE           AZ    85260     SFD      7.625       6.750     $1,544.76      360       1-Aug-27   $218,092.04
4615875    SIMSBURY             CT    06070     SFD      7.250       6.750     $1,582.65      360       1-Sep-27   $232,000.00
4615879    NORTH ANDOVER        MA    01845     SFD      7.250       6.750     $2,783.28      360       1-Aug-27   $407,681.72
4615940    FLEMINGTON           NJ    08822     SFD      7.000       6.734     $1,862.85      360       1-Sep-27   $280,000.00
4616037    VIENNA               VA    22181     SFD      7.625       6.750     $2,066.76      360       1-Aug-27   $291,788.66
4616051    VANCOUVER            WA    98683     SFD      7.375       6.750     $1,851.01      360       1-Sep-27   $268,000.00
4616099    RACINE               WI    53406     SFD      7.500       6.750     $2,097.65      360       1-Sep-27   $300,000.00
4616219    DUXBURY              MA    02332     SFD      7.250       6.750     $1,841.88      360       1-Aug-27   $269,789.37
4616228    WELLESLEY            MA    02181     SFD      7.250       6.750     $2,046.53      360       1-Aug-27   $299,765.97
4616233    SAINT CHARLES        IL    60174     SFD      7.375       6.750     $1,856.54      360       1-Aug-27   $268,595.46
4616275    WAYLAND              MA    01778     SFD      7.250       6.750     $2,237.54      360       1-Sep-27   $328,000.00
4616317    PLANO                TX    75093     SFD      7.250       6.750     $2,387.62      360       1-Aug-27   $349,726.96
4616457    LAKE FOREST          IL    60045     SFD      7.250       6.750     $2,373.98      360       1-Sep-27   $348,000.00
4616479    PLANO                TX    75025     SFD      8.500       6.750     $1,676.24      360       1-Aug-27   $217,867.93
4616485    CARY                 NC    27511     SFD      7.250       6.750     $1,500.79      360       1-Sep-27   $220,000.00
4616487    SAN DIEGO            CA    92129     SFD      7.250       6.750     $1,691.80      360       1-Sep-27   $248,000.00
4616496    SOUTHBURY            CT    06488     SFD      7.125       6.750     $2,142.43      360       1-Sep-27   $318,000.00
4616515    TRABUCO CANYON       CA    92679     SFD      8.125       6.750     $1,622.36      360       1-Sep-27   $218,500.00
4616516    RIDGEFIELD           CT    06877     SFD      7.125       6.750     $2,358.02      360       1-Aug-27   $349,720.11
4616586    CENTREVILLE          VA    22020     SFD      6.875       6.609     $1,689.63      360       1-Aug-27   $256,983.91
4616589    BRIDGEVILLE          PA    15017     SFD      7.375       6.750     $1,585.10      360       1-Sep-27   $229,500.00
4616624    RIDGEFIELD           CT    06877     SFD      7.250       6.750     $1,671.34      360       1-Sep-27   $245,000.00
4616647    BRANCHBURG           NJ    08876     SFD      7.125       6.750     $1,517.22      360       1-Aug-27   $225,019.91
4616869    CHARLOTTE            NC    28277     SFD      7.250       6.750     $2,728.71      360       1-Sep-27   $400,000.00
4616882    OMAHA                NE    68124     SFD      6.875       6.609     $2,298.93      360       1-Sep-27   $349,950.00
4616916    EDINA                MN    55410     SFD      7.000       6.734     $1,909.42      360       1-Sep-27   $287,000.00
4617026    THOUSAND OAKS        CA    91362     SFD      6.875       6.609     $1,970.79      360       1-Sep-27   $300,000.00
4617174    ARMONK               NY    10504     SFD      6.875       6.609     $1,773.71      360       1-Sep-27   $270,000.00
4617198    WAYNE                NJ    07470     SFD      7.000       6.734     $1,946.68      360       1-Sep-27   $292,600.00
4617211    TUSTIN               CA    92782     SFD      7.375       6.750     $2,077.56      360       1-Sep-27   $300,800.00
4617230    ENGLEWOOD            CO    80112     SFD      7.625       6.750     $1,522.82      360       1-Sep-27   $215,150.00
4617233    BURLINGTON           CT    06013     SFD      7.125       6.750     $2,122.22      360       1-Sep-27   $315,000.00
4617292    PITTSFORD            NY    14534     SFD      7.250       6.750     $1,691.80      360       1-Sep-27   $248,000.00
4617298    HOUSTON              TX    77057     SFD      7.125       6.750     $1,980.74      360       1-Sep-27   $294,000.00
4617336    SCOTTSDALE           AZ    85259     SFD      8.000       6.750     $1,878.44      360       1-Aug-27   $255,828.23
4617349    AUSTIN               TX    78733     SFD      7.250       6.750     $1,780.49      360       1-Aug-27   $260,796.39
4617359    MANDEVILLE           LA    70448     SFD      7.375       6.750     $1,710.12      360       1-Aug-27   $247,411.59
4617399    REDMOND              WA    98053     SFD      7.375       6.750     $1,628.61      360       1-Aug-27   $235,620.58
4617730    SHOREVIEW            MN    55126     SFD      7.000       6.734     $1,910.75      360       1-Sep-27   $287,200.00
4617745    WALNUT CREEK         CA    94507     SFD      7.375       6.750     $2,849.38      360       1-Jul-27   $411,920.23
4617894    SIOUX CITY           IA    51105     SFD      7.875       6.750     $1,694.85      360       1-Sep-27   $233,750.00
4617911    CINCINNATI           OH    45227     SFD      7.250       6.750     $1,933.97      360       1-Aug-27   $283,278.84
4617925    LEAWOOD              KS    66224     SFD      7.125       6.750     $1,482.19      360       1-Aug-27   $219,824.06
4617970    PLEASANT VIEW        UT    84414     SFD      7.375       6.750     $1,830.29      360       1-Aug-27   $264,798.36
4617976    PUEBLO WEST          CO    81007     SFD      7.625       6.750     $1,798.51      360       1-Aug-27   $253,916.08
4618006    ROCHESTER HILLS      MI    48306     SFD      7.250       6.750     $1,896.46      360       1-Aug-27   $277,051.81
4618125    CHADDS FORD          PA    19317     SFD      7.375       6.750     $1,623.09      360       1-Sep-27   $235,000.00
4618136    OCEANSIDE            CA    92056     PUD      7.250       6.750     $1,657.69      360       1-Aug-27   $242,810.44
4618145    THOUSAND OAKS        CA    91362     SFD      7.125       6.750     $1,773.23      360       1-Sep-27   $263,200.00
4618171    SCOTTSDALE           AZ    85259     SFD      7.000       6.734     $2,827.54      360       1-Aug-27   $424,651.63
4618225    PRINCETON            NJ    08540     SFD      7.125       6.750     $2,526.45      360       1-Sep-27   $375,000.00
4618270    GILBERT              AZ    85233     SFD      7.250       6.750     $2,009.01      360       1-Sep-27   $294,500.00
4618308    LONG VALLEY          NJ    07853     SFD      7.875       6.750     $1,945.73      360       1-Aug-27   $268,165.32
4618365    PARKLAND             FL    33076     SFD      7.250       6.750     $1,839.15      360       1-Aug-27   $269,389.68
4618376    OMAHA                NE    68130     SFD      7.375       6.750     $1,850.67      360       1-Sep-27   $267,950.00
4618390    BRADENTON            FL    34202     SFD      7.375       6.750     $1,657.63      360       1-Sep-27   $240,000.00
4618394    BRANCHBURG           NJ    08876     SFD      7.625       6.750     $2,006.60      360       1-Sep-27   $283,500.00
4618443    ROCHESTER            MN    55901     SFD      7.875       6.750     $2,009.90      360       1-Sep-27   $277,200.00
4618504    ELLICOTT CITY        MD    21042     SFD      7.125       6.750     $2,358.02      360       1-Sep-27   $350,000.00
4618575    MARIETTA             GA    30066     SFD      7.625       6.750     $1,724.90      360       1-Aug-27   $243,523.62
4618616    KENNET               PA    19348     SFD      7.000       6.734     $1,513.57      360       1-Sep-27   $227,500.00
4618641    BARRINGTON           IL    60010     SFD      7.125       6.750     $2,273.81      360       1-Sep-27   $337,500.00
4618741    MANDEVILLE           LA    70471     SFD      7.250       6.750     $1,596.30      360       1-Sep-27   $234,000.00
4618765    ALPHARETTA           GA    30202     SFD      7.000       6.734     $2,793.61      360       1-Sep-27   $419,900.00
4618786    GRAPEVINE            TX    76051     SFD      7.375       6.750     $1,799.63      360       1-Sep-27   $260,560.00
4618797    WEST HOLLYWOOD       CA    90069     SFD      7.625       6.750     $1,847.35      360       1-Aug-27   $260,811.09
4618958    MONTVALE             NJ    07645     SFD      7.500       6.750     $1,943.82      360       1-Sep-27   $278,000.00
4618987    MENDHAM              NJ    07945     SFD      7.250       6.750     $2,139.31      360       1-Aug-27   $313,355.36
4618988    SOUTHLAKE            TX    76092     SFD      7.750       6.750     $3,582.07      360       1-Aug-27   $499,647.10
4619023    BLOOMINGTON          IL    61701     SFD      7.625       6.750     $1,941.84      360       1-Sep-27   $274,350.00
4619068    MERCER ISLAND        WA    98040     SFD      7.000       6.734     $4,524.06      360       1-Sep-27   $680,000.00
4619069    SALT LAKE CITY       UT    84117     SFD      7.875       6.750     $1,729.29      360       1-Aug-27   $238,335.87
4619129    SIMPSONVILLE         SC    29681     SFD      7.500       6.750     $1,713.08      360       1-Aug-27   $244,818.17
4619186    BERWYN               PA    19312     SFD      7.250       6.750     $2,653.67      360       1-Sep-27   $389,000.00
4619192    RIDGEFIELD           CT    06877     SFD      7.375       6.750     $2,762.71      360       1-Aug-27   $399,695.62
4619208    NEWARK               DE    19711     SFD      7.375       6.750     $2,038.88      360       1-Aug-27   $294,975.37
4619218    SCOTCH PLAINS        NJ    07076     SFD      7.625       6.750     $1,946.44      360       1-Sep-27   $275,000.00
4619237    MADISON              WI    53705     SFD      7.625       6.750     $1,681.02      360       1-Aug-27   $237,328.09
4619253    PLANO                TX    75093     SFD      7.750       6.750     $2,829.83      360       1-Aug-27   $394,721.22
4619295    LEAWOOD              KS    66209     SFD      7.250       6.750     $1,500.79      360       1-Sep-27   $220,000.00
4619357    OAK RIDGE            NC    27310     SFD      7.500       6.750     $1,594.21      360       1-Sep-27   $228,000.00
4619362    CHAPPAQUA            NY    10514     SFD      6.750       6.484     $3,243.00      360       1-Sep-27   $500,000.00
4619390    LEXINGTON            KY    40515     SFD      7.375       6.750     $1,726.69      360       1-Aug-27   $249,809.77
4619542    STEVENSON RANCH      CA    91381     SFD      7.500       6.750     $1,566.25      360       1-Aug-27   $223,833.75
4620039    PLYMOUTH             MN    55446     SFD      7.625       6.750     $1,688.09      360       1-Sep-27   $238,500.00
4620042    SOUTH ORANGE         NJ    07079     SFD      7.250       6.750     $1,887.93      360       1-Aug-27   $276,534.10
4620206    FORT LAUDERDALE      FL    33304     SFD      7.500       6.750     $4,894.51      360       1-Sep-27   $700,000.00
4620222    JACKSONVILLE         FL    32225     SFD      7.500       6.750     $2,468.23      360       1-Sep-27   $353,000.00
4620277    KATY                 TX    77450     SFD      7.875       6.750     $1,625.61      360       1-Sep-27   $224,200.00
4620429    SUMMIT               NJ    07901     SFD      7.000       6.734     $2,162.24      360       1-Sep-27   $325,000.00
4620510    ST PETERSBURG        FL    33704     SFD      7.875       6.750     $1,986.70      360       1-Aug-27   $273,811.43
4620588    NORTH ANDOVER        MA    01845     SFD      7.500       6.750     $1,834.74      360       1-Sep-27   $262,400.00
4620636    BOONTON TOWNSHIP     NJ    07005     SFD      8.000       6.750     $3,169.21      360       1-Aug-27   $431,620.19
4620645    BRANFORD             CT    06405     SFD      7.000       6.734     $3,991.82      360       1-Sep-27   $600,000.00
4620758    RALEIGH              NC    27608     SFD      7.500       6.750     $2,866.78      360       1-Aug-27   $409,695.72
4620864    WOODSTOCK            GA    30189     SFD      8.000       6.750     $1,602.55      360       1-Sep-27   $218,400.00
4620873    FRENCHTOWN           NJ    08825     SFD      7.375       6.750     $1,523.63      360       1-Sep-27   $220,600.00
4620884    COLLEYVILLE          TX    76034     SFD      7.500       6.750     $2,863.99      360       1-Sep-27   $409,600.00
4620891    ROSWELL              GA    30076     SFD      7.125       6.750     $3,442.71      360       1-Sep-27   $511,000.00
4620907    DALLAS               TX    75230     SFD      7.250       6.750     $2,121.57      360       1-Aug-27   $310,757.39
4620916    PARKLAND             FL    33067     SFD      7.250       6.750     $2,046.53      360       1-Aug-27   $299,765.97
4620939    ANNANDALE            NJ    08801     SFD      7.375       6.750     $1,933.90      360       1-Sep-27   $280,000.00
4620945    REDMOND              WA    98053     SFD      7.000       6.734     $1,447.70      360       1-Sep-27   $217,600.00
4620961    WAUKEE               IA    50263     SFD      7.375       6.750     $2,117.61      360       1-Aug-27   $306,366.70
4620966    HANOVER              PA    17331     SFD      7.500       6.750     $1,706.09      360       1-Sep-27   $244,000.00
4621064    WESTERVILLE          OH    43082     SFD      7.375       6.750     $1,709.43      360       1-Aug-27   $247,311.66
4621070    DODGINGTOWN          CT    06470     SFD      7.875       6.750     $2,032.01      360       1-Sep-27   $280,250.00
4621115    APEX                 NC    27502     SFD      7.500       6.750     $1,688.95      360       1-Aug-27   $241,114.86
4621237    SIERRA MADRE         CA    91024     LCO      7.875       6.750     $1,594.43      360       1-Sep-27   $219,900.00
4621248    TORRANCE             CA    90505     SFD      7.125       6.750     $1,657.35      360       1-Sep-27   $246,000.00
4621349    LIVINGSTON           NJ    07039     SFD      7.250       6.750     $2,012.43      360       1-Sep-27   $295,000.00
4621373    ARVADA               CO    80007     SFD      7.500       6.750     $1,557.50      360       1-Aug-27   $222,584.69
4621394    LIVERMORE            CA    94550     SFD      7.250       6.750     $1,663.15      360       1-Aug-27   $243,609.81
4621396    DANVILLE             CA    94526     SFD      7.125       6.750     $2,964.37      360       1-Sep-27   $440,000.00
4621403    LOUDON               TN    37774     SFD      7.750       6.750     $2,374.91      360       1-Sep-27   $331,500.00
4621431    WEST BLOOMFIELD      MI    48322     SFD      7.500       6.750     $2,485.01      360       1-Sep-27   $355,400.00
4621442    MARIETTA             GA    30066     SFD      6.750       6.484     $1,751.22      360       1-Sep-27   $270,000.00
4621448    POUND RIDGE          NY    10576     SFD      7.250       6.750     $2,865.15      360       1-Sep-27   $420,000.00
4621449    DANVILLE             CA    94506     SFD      7.125       6.750     $3,233.85      360       1-Sep-27   $480,000.00
4621484    ATLANTA              GA    30327     SFD      6.500       6.234     $1,801.40      360       1-Aug-27   $284,742.35
4621509    WESTCHESTER          PA    19382     SFD      7.625       6.750     $2,484.36      360       1-Aug-27   $350,745.95
4621540    DAKOTA DUNES         SD    57049     SFD      7.500       6.750     $1,810.97      360       1-Sep-27   $259,000.00
4621558    SOUTHLAKE            TX    76092     SFD      7.125       6.750     $3,807.53      360       1-Aug-27   $564,698.05
4621565    HOPKINTON            MA    01748     SFD      7.375       6.750     $1,899.36      360       1-Sep-27   $275,000.00
4621573    LOS GATOS            CA    95030     SFD      7.375       6.750     $2,707.45      360       1-Sep-27   $392,000.00
4621577    SHELBY TOWNSHIP      MI    48316     SFD      6.875       6.609     $1,445.25      360       1-Aug-27   $219,815.17
4621587    TAMPA                FL    33629     SFD      7.875       6.750     $1,735.82      360       1-Sep-27   $239,400.00
4621647    CHESTERFIELD         MO    63017     SFD      7.625       6.750     $2,477.28      360       1-Sep-27   $350,000.00
4621723    GRAND RAPIDS         MI    49546     SFD      7.375       6.750     $1,657.63      360       1-Sep-27   $240,000.00
4621724    CARY                 NC    27511     SFD      7.125       6.750     $2,694.88      360       1-Sep-27   $400,000.00
4621748    NAPERVILLE           IL    60564     SFD      6.750       6.484     $2,474.41      360       1-Aug-27   $381,171.53
4621781    HOUSTON              TX    77024     SFD      7.375       6.750     $2,590.04      360       1-Aug-27   $374,714.65
4621937    NEWTON               MA    02162     SFD      7.125       6.750     $1,643.88      360       1-Sep-27   $244,000.00
4621977    DUNWOODY             GA    30338     SFD      7.375       6.750     $1,892.45      360       1-Sep-27   $274,000.00
4622043    EASTON               PA    18045     SFD      7.875       6.750     $1,957.69      360       1-Aug-27   $269,814.19
4622047    LANCASTER            PA    17601     SFD      7.000       6.734     $1,755.74      360       1-Sep-27   $263,900.00
4622096    TEQUESTA             FL    33469     SFD      7.125       6.750     $1,940.31      360       1-Sep-27   $288,000.00
4622120    MCKINNEY             TX    75070     SFD      7.125       6.750     $1,994.21      360       1-Aug-27   $295,763.29
4622166    LEXINGTON            MA    02173     SFD      7.125       6.750     $2,290.65      360       1-Sep-27   $340,000.00
4622234    TUMWATER             WA    98501     SFD      7.125       6.750     $1,751.67      360       1-Sep-27   $260,000.00
4622355    WADSWORTH            IL    60083     SFD      7.125       6.750     $1,757.06      360       1-Sep-27   $260,800.00
4622419    MENDHAM              NJ    07945     SFD      7.125       6.750     $1,713.94      360       1-Sep-27   $254,400.00
4622482    LOS GATOS            CA    95032     SFD      7.000       6.734     $1,430.41      360       1-Sep-27   $215,000.00
4622607    ALPHARETTA           GA    30202     SFD      6.875       6.609     $1,698.82      360       1-Sep-27   $258,600.00
4622615    CASTLE ROCK          CO    80104     SFD      7.250       6.750     $1,851.43      360       1-Aug-27   $271,188.28
4622655    FOUNTAIN HILLS       AZ    85268     SFD      7.375       6.750     $1,519.49      360       1-Sep-27   $220,000.00
4622673    CINCINNATI           OH    45230     SFD      7.250       6.750     $2,046.53      360       1-Aug-27   $299,765.97
4622765    CARLSBAD             CA    92009     SFD      7.125       6.750     $2,349.26      360       1-Aug-27   $348,421.15
4622924    BELVIDERE            IL    61008     SFD      7.625       6.750     $1,581.92      360       1-Sep-27   $223,500.00
4622975    HOUSTON              TX    77069     SFD      7.375       6.750     $1,574.05      360       1-Aug-27   $227,726.59
4622987    MOORESTOWN           NJ    08057     SFD      6.875       6.609     $2,791.95      360       1-Sep-27   $425,000.00
4623060    RANCHO CUCAMONGA     CA    91701     SFD      7.375       6.750     $1,650.72      360       1-Sep-27   $239,000.00
4623124    NORTH POTOMAC        MD    20878     SFD      6.875       6.609     $1,524.08      360       1-Aug-27   $231,805.09
4623132    CLIFTON              VA    20124     SFD      7.250       6.750     $1,841.88      360       1-Aug-27   $269,789.37
4623135    HINCKLEY             OH    44233     SFD      7.500       6.750     $1,852.92      360       1-Sep-27   $265,000.00
4623172    MIDLAND              MI    48642     SFD      7.000       6.734     $1,827.26      360       1-Sep-27   $274,650.00
4623181    SAN DIEGO            CA    92130     PUD      7.875       6.750     $3,625.35      360       1-Aug-27   $499,655.90
4623200    NORTHFIELD           IL    60093     SFD      7.000       6.734     $2,395.09      360       1-Sep-27   $360,000.00
4623204    SIOUX FALLS          SD    57110     SFD      7.375       6.750     $1,554.02      360       1-Sep-27   $225,000.00
4623205    BEDMINSTER           NJ    07921     SFD      7.500       6.750     $1,856.42      360       1-Sep-27   $265,500.00
4623210    NAPERVILLE           IL    60565     SFD      6.875       6.609     $1,533.93      360       1-Sep-27   $233,500.00
4623215    NAPERVILLE           IL    60565     SFD      7.125       6.750     $1,816.35      360       1-Sep-27   $269,600.00
4623257    MORGAN HILL          CA    95037     SFD      7.625       6.750     $1,714.64      360       1-Sep-27   $242,250.00
4623273    VALENCIA             CA    91354     SFD      7.500       6.750     $1,749.09      360       1-Aug-27   $249,964.35
4623284    ACTON                MA    01720     SFD      7.125       6.750     $2,031.94      360       1-Aug-27   $301,358.81
4623337    EAST LYME            CT    06333     SFD      7.375       6.750     $1,601.68      360       1-Sep-27   $231,900.00
4623389    ALPHARETTA           GA    30202     SFD      7.500       6.750     $1,840.34      360       1-Sep-27   $263,200.00
4623640    WASHINGTON           DC    20015     SFD      7.750       6.750     $1,669.96      360       1-Aug-27   $232,935.48
4623655    GREENWICH            CT    06830     SFD      7.375       6.750     $5,180.07      360       1-Sep-27   $750,000.00
4623664    MINNETONKA           MN    55345     SFD      7.375       6.750     $2,007.80      360       1-Sep-27   $290,700.00
4623713    AUSTIN               TX    78750     SFD      7.375       6.750     $1,721.17      360       1-Sep-27   $249,200.00
4623735    HACKETTSTOWN         NJ    07840     SFD      7.125       6.750     $1,859.47      360       1-Sep-27   $276,000.00
4623769    BETHESDA             MD    20816     SFD      7.125       6.750     $1,859.46      360       1-Aug-27   $275,779.29
4623826    ISSAQUAH             WA    98029     SFD      7.625       6.750     $2,223.19      360       1-Aug-27   $313,872.65
4623892    DOYLESTOWN           PA    18901     SFD      7.000       6.734     $2,208.81      360       1-Sep-27   $332,000.00
4623925    COLLEYVILLE          TX    76034     SFD      7.125       6.750     $1,967.26      360       1-Sep-27   $292,000.00
4623949    TULSA                OK    74137     SFD      7.750       6.750     $2,286.79      360       1-Aug-27   $318,974.71
4623958    THE WOODLANDS        TX    77381     SFD      7.875       6.750     $1,625.61      360       1-Aug-27   $224,045.70
4624032    BELLAIRE             TX    77401     SFD      7.125       6.750     $1,684.30      360       1-Sep-27   $250,000.00
4624044    LUTZ                 FL    33549     PUD      7.500       6.750     $2,209.52      360       1-Sep-27   $316,000.00
4624158    ORINDA               CA    94563     SFD      7.250       6.750     $2,865.15      360       1-Aug-27   $419,672.35
4624221    MASON                OH    45040     SFD      7.125       6.750     $1,559.66      360       1-Sep-27   $231,500.00
4624225    WESTON               CT    06883     SFD      7.375       6.750     $2,579.68      360       1-Sep-27   $373,500.00
4624242    HAWTHORN WOODS       IL    60047     SFD      7.250       6.750     $1,743.31      360       1-Sep-27   $255,550.00
4624248    DULUTH               GA    30155     SFD      7.625       6.750     $1,733.39      360       1-Aug-27   $244,722.75
4624291    PALOS VERDES         CA    90274     SFD      7.000       6.734     $3,246.68      360       1-Sep-27   $488,000.00
           ESTATES
4624346    DOVE CANYON          CA    92679     SFD      7.250       6.750     $1,875.99      360       1-Sep-27   $275,000.00
4624363    BROOKFIELD           WI    53045     SFD      7.375       6.750     $1,899.36      360       1-Sep-27   $275,000.00
4624372    DUBLIN               OH    43017     SFD      7.500       6.750     $1,692.10      360       1-Sep-27   $242,000.00
4624377    ORLANDO              FL    32826     SFD      7.250       6.750     $1,866.44      360       1-Aug-27   $273,386.56
4624386    CHESTERFIELD         MO    63005     SFD      7.125       6.750     $1,610.19      360       1-Sep-27   $239,000.00
4624422    VANCOUVER            WA    98686     SFD      7.375       6.750     $1,864.83      360       1-Sep-27   $270,000.00
4624423    CAREFREE             AZ    85331     SFD      7.000       6.734     $2,262.03      360       1-Sep-27   $340,000.00
4624430    HIGHLANDS RANCH      CO    80126     SFD      7.500       6.750     $1,922.84      360       1-Aug-27   $274,795.91
4624450    PARKLAND             FL    33067     SFD      7.750       6.750     $2,934.43      360       1-Aug-27   $409,310.90
4624574    MANHATTAN BEACH      CA    90266     SFD      7.375       6.750     $2,536.16      360       1-Sep-27   $367,200.00
4624607    WENHAM               MA    01984     SFD      7.125       6.750     $2,021.16      360       1-Sep-27   $300,000.00
4624747    SOUTHPORT            CT    06490     SFD      7.375       6.750     $3,548.35      360       1-Sep-27   $513,750.00
4624816    HERMOSA BEACH        CA    90254     LCO      7.250       6.750     $2,652.31      360       1-Sep-27   $388,800.00
4624819    PLANO                TX    75093     SFD      7.000       6.734     $1,862.85      360       1-Aug-27   $279,770.48
4624848    KIRKLAND             WA    98034     SFD      7.625       6.750     $2,195.58      360       1-Sep-27   $310,200.00
4624917    SUPERIOR             CO    80027     SFD      7.500       6.750     $1,618.68      360       1-Aug-27   $231,328.20
4625016    PASADENA             CA    91106     SFD      8.000       6.750     $2,126.09      360       1-Sep-27   $289,750.00
4625109    NORTH BARRINGTON     IL    60010     SFD      6.875       6.609     $3,941.58      360       1-Sep-27   $600,000.00
4625184    LOUISVILLE           CO    80027     SFD      7.750       6.750     $1,927.87      360       1-Sep-27   $269,100.00
4625229    MAHWAH               NJ    07430     SFD      7.500       6.750     $2,097.65      360       1-Aug-27   $299,777.35
4625241    LIBERTYVILLE         IL    60048     SFD      7.125       6.750     $2,021.16      360       1-Aug-27   $299,760.09
4625256    EVERETT              WA    98203     SFD      7.250       6.750     $1,749.44      360       1-Aug-27   $256,249.95
4625282    FARMINGTON           CT    06032     SFD      7.250       6.750     $1,534.90      360       1-Sep-27   $225,000.00
4625355    CONCORD              CA    94521     SFD      7.875       6.750     $2,632.01      360       1-Sep-27   $363,000.00
4625360    PASADENA             CA    91103     SFD      7.375       6.750     $4,144.06      360       1-Sep-27   $600,000.00
4625366    SEVERNA PARK         MD    21146     SFD      8.000       6.750     $2,146.26      360       1-Aug-27   $292,303.74
4625462    DARLINGTON           PA    16115     SFD      7.625       6.750     $1,528.84      360       1-Sep-27   $216,000.00
4625481    ROYERSFORD           PA    19468     SFD      7.875       6.750     $1,566.15      360       1-Sep-27   $216,000.00
4625485    RESTON               VA    20191     SFD      7.250       6.750     $1,882.81      360       1-Aug-27   $275,784.69
4625493    MORGAN HILL          CA    95037     SFD      7.375       6.750     $2,008.49      360       1-Sep-27   $290,800.00
4625499    PARKVILLE            MO    64152     SFD      7.500       6.750     $1,957.81      360       1-Sep-27   $280,000.00
4625524    HIGH POINT           NC    27265     SFD      7.875       6.750     $1,566.88      360       1-Sep-27   $216,100.00
4625569    LIBERTYVILLE         IL    60048     SFD      7.250       6.750     $1,978.32      360       1-Sep-27   $290,000.00
4625603    BETHEL               CT    06801     SFD      7.250       6.750     $1,835.06      360       1-Sep-27   $269,000.00
4625625    SANDY                UT    84092     SFD      8.000       6.750     $1,749.30      360       1-Aug-27   $238,240.03
4625636    HOUSTON              TX    77005     SFD      7.750       6.750     $2,269.60      360       1-Sep-27   $316,800.00
4625767    TREDYFFRIN           PA    19333     SFD      7.750       6.750     $1,690.74      360       1-Aug-27   $235,833.43
           TOWNSHIP
4625816    GERMANTOWN           TN    38139     SFD      7.875       6.750     $1,687.60      360       1-Aug-27   $232,589.82
4625875    AUSTIN               TX    78733     SFD      7.000       6.734     $1,665.92      360       1-Aug-27   $250,194.75
4626157    ALAMO                CA    94507     SFD      7.000       6.734     $2,607.99      360       1-Aug-27   $391,678.68
4626233    BOCA RATON           FL    33431     SFD      7.375       6.750     $2,212.93      360       1-Sep-27   $320,400.00
4626242    ALPHARETTA           GA    30201     SFD      7.250       6.750     $1,806.41      360       1-Sep-27   $264,800.00
4626264    COPPELL              TX    75019     SFD      6.875       6.609     $1,642.33      360       1-Sep-27   $250,000.00
4626320    BRENTWOOD            TN    37027     SFD      7.250       6.750     $1,642.00      360       1-Sep-27   $240,700.00
4626476    PENNINGTON           NJ    08534     SFD      7.375       6.750     $1,849.63      360       1-Sep-27   $267,800.00
4626496    GRAYSLAKE            IL    60030     SFD      6.875       6.609     $1,610.79      360       1-Sep-27   $245,200.00
4626671    ALPHARETTA           GA    30202     SFD      6.875       6.609     $1,609.48      360       1-Sep-27   $245,000.00
4626711    PENN VALLEY          PA    19072     SFD      7.500       6.750     $1,651.90      360       1-Sep-27   $236,250.00
4626856    AURORA               CO    80015     SFD      6.750       6.484     $1,711.66      360       1-Sep-27   $263,900.00
4626872    JAMESTOWN            NC    27282     SFD      6.875       6.609     $1,471.53      360       1-Sep-27   $224,000.00
4626894    STERLING             VA    20165     SFD      6.875       6.609     $1,917.58      360       1-Sep-27   $291,900.00
4626916    CLIVE                IA    50325     SFD      7.500       6.750     $1,947.67      360       1-Sep-27   $278,550.00
4626929    BERWYN               PA    19312     SFD      7.000       6.734     $2,162.24      360       1-Sep-27   $325,000.00
4626945    ALPHARETTA           GA    30201     SFD      7.375       6.750     $2,138.34      360       1-Sep-27   $309,600.00
4627000    LAKE FOREST          IL    60045     SFD      7.375       6.750     $2,417.37      360       1-Sep-27   $350,000.00
4627005    BELLEVUE             WA    98006     PUD      7.375       6.750     $2,362.11      360       1-Aug-27   $341,739.76
4627155    RIVERSIDE            IL    60546     SFD      7.250       6.750     $2,387.62      360       1-Sep-27   $350,000.00
4627165    HAWTHORNE LAKE       IL    60047     SFD      7.375       6.750     $1,909.72      360       1-Sep-27   $276,500.00
4627223    SANTA CLARA          CA    95051     SFD      7.125       6.750     $2,526.45      360       1-Sep-27   $375,000.00
4627233    LOS ALTOS            CA    94024     SFD      7.625       6.750     $6,370.15      360       1-Sep-27   $900,000.00
4627249    FOSTER CITY          CA    94404     PUD      7.375       6.750     $3,425.75      360       1-Aug-27   $495,622.58
4627374    APEX                 NC    27502     SFD      7.500       6.750     $1,666.93      360       1-Sep-27   $238,400.00
4627541    AUBURNDALE           FL    33823     SFD      6.875       6.609     $1,786.85      360       1-Sep-27   $272,000.00
4627669    COLUMBUS             OH    43235     SFD      7.000       6.734     $1,472.65      360       1-Sep-27   $221,350.00
4627705    SAN JOSE             CA    95118     SFD      7.250       6.750     $1,875.99      360       1-Sep-27   $275,000.00
4627778    COPPELL              TX    75019     SFD      7.250       6.750     $1,596.30      360       1-Sep-27   $234,000.00
4627816    MUKILTEO             WA    98275     PUD      7.250       6.750     $1,816.98      360       1-Sep-27   $266,350.00
4627932    STOW                 MA    01775     SFD      7.250       6.750     $1,708.86      360       1-Sep-27   $250,500.00
4627960    FAIRFIELD            CT    06430     SFD      6.750       6.484     $1,650.04      360       1-Sep-27   $254,400.00
4628115    AUSTIN               TX    78735     SFD      7.125       6.750     $1,886.42      360       1-Sep-27   $280,000.00
4628135    MONTEREY             CA    93940     SFD      7.000       6.734     $1,896.12      360       1-Sep-27   $285,000.00
4628185    EVERGREEN            CO    80439     SFD      7.875       6.750     $1,940.29      360       1-Aug-27   $267,415.84
4628237    AUSTIN               TX    78746     SFD      7.125       6.750     $2,344.54      360       1-Sep-27   $348,000.00
4628397    ALEXANDRIA           VA    22302     PUD      7.375       6.750     $1,759.15      360       1-Sep-27   $254,700.00
4628569    FLOWER MOUND         TX    75028     SFD      7.125       6.750     $1,482.19      360       1-Sep-27   $220,000.00
4628683    DULUTH               GA    33097     SFD      6.875       6.609     $2,036.48      360       1-Sep-27   $310,000.00
4628838    MAUMEE               OH    43537     SFD      7.000       6.734     $1,862.85      360       1-Sep-27   $280,000.00
4628924    LAKE VILLA           IL    60046     SFD      7.375       6.750     $1,692.16      360       1-Sep-27   $245,000.00
4629013    BOCA RATON           FL    33496     SFD      7.375       6.750     $4,351.26      360       1-Sep-27   $630,000.00
4629032    THE WOODLANDS        TX    77382     SFD      7.250       6.750     $2,015.84      360       1-Sep-27   $295,500.00
4629138    ALPHARETTA           GA    30005     SFD      7.625       6.750     $2,019.34      360       1-Sep-27   $285,300.00
4629260    ROSWELL              GA    30075     SFD      7.125       6.750     $1,536.08      360       1-Sep-27   $228,000.00
4629270    ATLANTA              GA    30327     SFD      7.375       6.750     $5,166.26      360       1-Sep-27   $748,000.00
4629441    TULSA                OK    74114     SFD      7.375       6.750     $1,899.36      360       1-Sep-27   $275,000.00
4629679    GOLDEN               CO    80401     SFD      7.125       6.750     $1,704.51      360       1-Sep-27   $253,000.00
4629822    LAKE BLUFF           IL    60044     SFD      7.125       6.750     $1,576.84      360       1-Sep-27   $234,050.00
4629886    ELBURN               IL    60119     SFD      7.250       6.750     $1,923.74      360       1-Sep-27   $282,000.00
4630013    ROSWELL              GA    30075     SFD      6.875       6.609     $1,477.44      360       1-Sep-27   $224,900.00
4630261    SANTA MONICA         CA    90403     LCO      7.250       6.750     $2,319.40      360       1-Sep-27   $340,000.00
4630294    OMAHA                NE    68154     SFD      7.250       6.750     $2,046.53      360       1-Sep-27   $300,000.00
4630321    LITTLETON            CO    80123     SFD      6.875       6.609     $1,632.14      360       1-Sep-27   $248,450.00
4630382    CARY                 NC    27513     SFD      7.250       6.750     $1,807.77      360       1-Sep-27   $265,000.00
4630438    BROOKFIELD           CT    06804     SFD      7.250       6.750     $1,678.16      360       1-Sep-27   $246,000.00
4630593    SOUTHLAKE            TX    76092     SFD      7.625       6.750     $1,521.76      360       1-Sep-27   $215,000.00
4630839    SOUTHLAKE            TX    76092     SFD      7.125       6.750     $1,616.93      360       1-Sep-27   $240,000.00
4631066    BELLINGHAM           WA    98226     SFD      7.250       6.750     $1,623.58      360       1-Sep-27   $238,000.00
4631150    CLIFTON PARK         NY    12065     SFD      7.250       6.750     $1,724.55      360       1-Sep-27   $252,800.00
4631169    EDMOND               OK    73034     SFD      7.125       6.750     $1,740.89      360       1-Sep-27   $258,400.00
4631294    PLANO                TX    75093     SFD      7.000       6.734     $2,168.89      360       1-Sep-27   $326,000.00
4631464    CARY                 NC    27511     SFD      7.125       6.750     $3,045.21      360       1-Sep-27   $452,000.00
4631739    DANVILLE             CA    94526     SFD      7.875       6.750     $2,502.22      360       1-Sep-27   $345,100.00
4631978    MANKATO              MN    56001     SFD      8.000       6.750     $1,794.79      360       1-Sep-27   $244,600.00
4632898    WESTMINSTER          MD    21157     SFD      8.125       6.750     $1,868.12      360       1-Aug-27   $251,235.45
4633433    ISSAQUAH             WA    98029     PUD      7.500       6.750     $2,699.61      360       1-Sep-27   $386,091.00
4633459    THOUSAND OAKS        CA    91360     LCO      7.250       6.750     $1,841.88      360       1-Sep-27   $270,000.00
4633571    BEN LOMOND           CA    95005     SFD      7.125       6.750     $3,206.91      360       1-Sep-27   $476,000.00
4633708    KIRKLAND             WA    98033     LCO      7.375       6.750     $1,712.88      360       1-Sep-27   $248,000.00
4633992    DANVILLE             CA    94526     SFD      7.000       6.734     $1,630.00      360       1-Sep-27   $245,000.00
4634261    LIBERTYVILLE         IL    60048     SFD      7.875       6.750     $2,465.24      360       1-Sep-27   $340,000.00
4635275    DEL MAR              CA    92014     SFD      7.250       6.750     $1,875.99      360       1-Sep-27   $275,000.00
4637760    KNOXVILLE            TN    37922     SFD      7.875       6.750     $2,460.17      360       1-Sep-27   $339,300.00

                                                                                                               $185,730,009.29
</TABLE>
COUNT:                    609
WAC:              7.406978294
WAM:              359.0061781
WALTV:            77.66709781


<TABLE>
<CAPTION>

 MORTGAGE                                                                      MORTGAGE                T.O.P.       MASTER    FIXED
   LOAN                                ZIP   PROPERTY                          INSURANCE    SERVICE   MORTGAGE     SERVICE  RETAINED
  NUMBER          CITY         STATE   CODE    TYPE       LTV       SUBSIDY      CODE         FEE       LOAN         FEE      YIELD
  ------          ----         -----   ----    ----       ---       -------      ----         ---       ----         ---      -----
<S>        <C>                  <C>   <C>       <C>      <C>        <C>           <C>        <C>         <C>        <C>        <C>
4539880    ASHBURN              VA    20147     SFD      89.56                    06         0.250                  0.016      0.359
4546326    WOODBURY             MN    55125     SFD      80.00                               0.250                  0.016      0.859
4548386    ORONO                MN    55356     SFD      78.86                               0.250                  0.016      0.109
4554692    MANDEVILLE           LA    70471     SFD      79.99                               0.250                  0.016      0.734
4566358    DOYLESTOWN           PA    18901     SFD      75.00                               0.250                  0.016      0.859
4567569    TUCSON               AZ    85718     SFD      80.00                               0.250                  0.016      0.359
4569378    MEDINA               MN    55340     SFD      72.81                               0.250                  0.016      0.734
4569893    SAINT CHARLES        IL    60175     SFD      68.88      GD 3YR                   0.250                  0.016      0.234
4570762    REDMOND              WA    98053     SFD      79.89                               0.250                  0.016      0.609
4570816    JACKSONVILLE         FL    32225     SFD      78.26                               0.250                  0.016      0.609
4572053    BASKING RIDGE        NJ    07920     SFD      80.00                               0.250                  0.016      0.359
4572580    FREEHOLD             NJ    07728     SFD      84.42                               0.250                  0.016      0.484
4573522    APPLE VALLEY         MN    55124     SFD      80.00                               0.250                  0.016      0.234
4573731    HOPKINTON            MA    01748     SFD      62.60      GD 3YR                   0.250                  0.016      0.234
4573833    PARKLAND             FL    33076     SFD      80.00                               0.250                  0.016      0.734
4573999    WICHITA              KS    67230     SFD      80.00                               0.250                  0.016      0.484
4574838    GLEN ALLEN           VA    23060     SFD      79.99                               0.250                  0.016      0.859
4574862    PARADISE VALLEY      AZ    85253     SFD      90.00                               0.250                  0.016      0.609
4575991    WRENTHAM             MA    02093     SFD      80.00                               0.250                  0.016      0.734
4578739    EVERGREEN            CO    80439     SFD      80.00                               0.250                  0.016      0.234
4578832    ALPHARETTA           GA    30202     SFD      90.00                               0.250                  0.016      0.734
4579072    WESTFORD             MA    01886     SFD      90.00                               0.250                  0.016      0.734
4579746    BRANCHBURG           NJ    08876     SFD      90.00      GD 5YR                   0.250                  0.016      0.859
4579893    WESTBORO             MA    01581     SFD      70.00                               0.250                  0.016      0.234
4580075    MONTGOMERY           NJ    08558     SFD      67.03                               0.250                  0.016      0.359
4580101    WILDWOOD             MO    63038     SFD      74.41                               0.250                  0.016      0.734
4580184    GIG HARBOR           WA    98335     SFD      67.51                               0.250                  0.016      0.734
4582552    CUMMING              GA    30131     SFD      64.10                               0.250                  0.016      0.734
4582560    RANDOLPH             NJ    07869     SFD      88.53                               0.250                  0.016      0.484
4583474    LAKE OSWEGO          OR    97035     SFD      66.09                               0.250                  0.016      0.359
4583678    PHOENIX              AZ    85048     SFD      75.47                               0.250                  0.016      0.234
4583960    SHREWSBURY           MA    01545     SFD      79.28                               0.250                  0.016      0.984
4584119    DEVON                PA    19333     SFD      80.00                               0.250                  0.016      0.734
4584263    MAPLE GROVE          MN    55311     SFD      80.00                               0.250                  0.016      0.609
4584388    BELLE MEAD           NJ    08502     SFD      78.74      GD 3YR                   0.250                  0.016      0.609
4584636    WESTPORT             CT    06880     SFD      78.94                               0.250                  0.016      0.234
4585468    CHESTER              NJ    07930     SFD      74.75                               0.250                  0.016      0.609
4585716    WALNUT CREEK         CA    94596     SFD      89.93                               0.250                  0.016      0.734
4585861    ALPHARETTA           GA    30202     SFD      79.99                               0.250                  0.016      0.359
4586488    EL DORADO HILLS      CA    95762     SFD      89.99      GD 6YR                   0.250                  0.016      1.234
4587328    THOUSAND OAKS        CA    91360     SFD      90.00                               0.250                  0.016      0.984
4587403    STILLWATER           MN    55082     SFD      43.24                               0.250                  0.016      0.234
4587449    SPARTA               NJ    07871     SFD      90.00      GD 3YR                   0.250                  0.016      0.359
4588669    LAFAYETTE            CO    80026     SFD      69.99                               0.250                  0.016      0.234
4589076    SUGAR LAND           TX    77479     SFD      83.90                    06         0.250                  0.016      0.859
4589542    TROY                 MI    48098     SFD      80.00                               0.250                  0.016      0.609
4590186    RANDOLPH             NJ    07869     SFD      63.69                               0.250                  0.016      0.984
4590662    EVANSTON             IL    60201     SFD      80.00      GD 3YR                   0.250                  0.016      0.984
4591057    WYCKOFF              NJ    07481     SFD      80.00                               0.250                  0.016      0.484
4591857    SUDBURY              MA    01776     SFD      70.65                               0.250                  0.016      0.234
4592559    LENEXA               KS    66200     SFD      80.00                               0.250                  0.016      0.359
4592736    RIDGEFIELD           CT    06877     SFD      59.63                               0.250                  0.016      0.609
4592923    CINCINNATI           OH    45243     SFD      80.00                               0.250                  0.016      0.734
4593059    MIDLAND PARK         NJ    07432     SFD      90.00                               0.250                  0.016      0.984
4593108    OAK RIDGE            NC    27310     SFD      72.22                               0.250                  0.016      0.984
4593559    BASKING RIDGE        NJ    07920     SFD      80.00      GD 3YR                   0.250                  0.016      0.609
4593582    AURORA               CO    80015     SFD      90.00                               0.250                  0.016      0.734
4593850    MISSION VIEJO        CA    92692     SFD      90.00                               0.250                  0.016      0.984
4593962    LONGMONT             CO    80501     SFD      67.57                               0.250                  0.016      0.609
4594142    REDDING              CT    06896     SFD      69.78                               0.250                  0.016      0.000
4594630    BRIDGEWATER          NJ    08807     SFD      69.91      GD 3YR                   0.250                  0.016      0.234
4594689    YORKTOWN HEIGHTS     NY    10598     SFD      90.00                               0.250                  0.016      1.109
4594723    COLORADO SPRINGS     CO    80919     SFD      94.98                    06         0.250                  0.016      0.484
4594736    ACTON                MA    01720     SFD      90.00                               0.250                  0.016      0.859
4594885    ARLINGTON            VA    22207     SFD      79.92                               0.250                  0.016      0.734
4595269    LITTLETON            CO    80121     SFD      90.00                               0.250                  0.016      0.484
4595669    BRIDGEWATER          NJ    08807     SFD      94.99                               0.250                  0.016      0.859
4595976    WOODINVILLE          WA    98072     SFD      90.00                               0.250                  0.016      0.859
4596180    SAN DIEGO            CA    92130     SFD      95.26      GD 4YR                   0.250                  0.016      0.609
4596637    WILMETTE             IL    60091     SFD      34.18                               0.250                  0.016      0.234
4596881    SARATOGA             CA    95070     SFD      71.64                               0.250                  0.016      0.359
4597142    STUDIO CITY          CA    91604     SFD      77.73      GD30YR                   0.250                  0.016      0.234
4597186    CUMMING              GA    30131     SFD      80.00                               0.250                  0.016      0.984
4597473    SOUTHLAKE            TX    76092     SFD      80.00                               0.250                  0.016      0.359
4597531    FLEMINGTON           NJ    08822     SFD      62.86                               0.250                  0.016      0.000
4597844    LAKE FOREST          IL    60045     SFD      75.00                               0.250                  0.016      0.734
4597970    AURORA               IL    60504     SFD      92.01                               0.250                  0.016      0.984
4597978    LA CANADA            CA    91011     SFD      80.00      GD 5YR                   0.250                  0.016      0.984
4598163    BROOKFIELD           CT    06804     SFD      90.00      GD 5YR                   0.250                  0.016      0.859
4598265    DANA POINT           CA    92629     SFD      90.00                               0.250                  0.016      0.484
4598584    GOLDEN               CO    80403     SFD      74.99                               0.250                  0.016      0.000
4598772    PLANO                TX    75093     SFD      80.00                               0.250                  0.016      0.109
4598841    BIRMINGHAM           PA    19382     SFD      69.44                               0.250                  0.016      0.609
           TOWNSHIP
4598846    SUCCASUNNA           NJ    07876     SFD      90.00                    01         0.250                  0.016      0.859
4598936    CALABASAS            CA    91302     SFD      59.67                               0.250                  0.016      0.359
4599212    SUMMERVILLE          SC    29483     SFD      90.00                    11         0.250                  0.016      0.734
4599332    HOPEWELL JUNCTION    NY    12533     SFD      90.00                               0.250                  0.016      0.984
4599360    FAIRFIELD            CT    06430     SFD      70.00                               0.250                  0.016      0.234
4599689    PLYMOUTH             MN    55441     SFD      95.00                               0.250                  0.016      1.234
4600559    GLEN COVE            NY    11542     SFD      90.00      GD 5YR                   0.250                  0.016      1.109
4601247    HOPKINS              MN    55305     SFD      62.00                               0.250                  0.016      0.859
4601265    WEST CHESTER         PA    19382     SFD      44.73                               0.250                  0.016      0.000
4601291    PRINCETON            NJ    08540     SFD      45.83                               0.250                  0.016      0.234
4601293    NORTH READING        MA    01864     SFD      83.31      GD 3YR                   0.250                  0.016      0.609
4601297    MAPLEWOOD            NJ    07040     SFD      68.21                               0.250                  0.016      0.000
4601384    MAHWAH               NJ    07430     SFD      75.00                               0.250                  0.016      0.234
4601492    NEW FAIRFIELD        CT    06812     SFD      80.00                               0.250                  0.016      0.359
4601590    EDINA                MN    55424     SFD      80.00      GD 3YR                   0.250                  0.016      0.234
4601624    MENDHAM              NJ    07945     SFD      42.05                               0.250                  0.016      0.109
4601635    RIDGEFIELD           CT    06877     SFD      79.94                               0.250                  0.016      0.234
4601668    NEW ALBANY           OH    43054     SFD      80.00                               0.250                  0.016      0.734
4601907    SCOTCH PLAINS        NJ    07076     SFD      90.00                               0.250                  0.016      0.734
4601922    CALIFON              NJ    07830     SFD      39.32                               0.250                  0.016      0.234
4601956    NAPERVILLE           IL    60564     SFD      80.00                               0.250                  0.016      0.484
4602013    DARIEN               CT    06820     SFD      55.12                               0.250                  0.016      0.359
4602149    VALPARAISO           IN    46385     SFD      84.86                               0.250                  0.016      0.484
4602151    NAPERVILLE           IL    60564     SFD      77.40                               0.250                  0.016      0.484
4602532    ALPHARETTA           GA    30201     SFD      73.20                               0.250                  0.016      0.234
4602661    LOVELAND             OH    45140     SFD      80.00                               0.250                  0.016      0.359
4602756    RALEIGH              NC    27613     SFD      80.00                               0.250                  0.016      0.234
4603078    BASKING RIDGE        NJ    07920     SFD      61.82      GD 4YR                   0.250                  0.016      0.359
4603295    PALM HARBOR          FL    34685     SFD      80.00                               0.250                  0.016      0.109
4603305    WESTON               MA    02193     SFD      50.13                               0.250                  0.016      0.000
4603332    CANTON               MI    48187     SFD      80.00                               0.250                  0.016      0.484
4603588    CRYSTAL LAKE         IL    60012     SFD      73.02      GD 8YR                   0.250                  0.016      0.484
4603699    NAPERVILLE           IL    60564     SFD      75.00      GD 3YR                   0.250                  0.016      0.734
4603761    GLEN ELLYN           IL    60137     SFD      80.00                               0.250                  0.016      0.359
4603889    CYPRESS              TX    77429     SFD      89.99                    06         0.250                  0.016      0.734
4603947    ALPHARETTA           GA    30202     SFD      79.99                               0.250                  0.016      0.484
4604051    JACKSON              MO    63755     SFD      80.00                               0.250                  0.016      0.484
4604076    FRESNO               CA    93711     SFD      80.00                               0.250                  0.016      0.734
4604140    NEW FAIRFIELD        CT    06812     SFD      64.29                               0.250                  0.016      0.359
4604192    SUFFERN              NY    10901     SFD      89.92                               0.250                  0.016      0.734
4604277    RIVER FOREST         IL    60305     SFD      63.69                               0.250                  0.016      0.484
4604421    BEDMINSTER           NJ    07921     SFD      84.95                    06         0.250                  0.016      0.484
4604465    GLADWYNE             PA    19035     SFD      60.87                               0.250                  0.016      0.109
4604600    COPPELL              TX    75019     SFD      95.00                               0.250                  0.016      0.734
4604622    VANCOUVER            WA    98684     SFD      88.42                               0.250                  0.016      0.484
4604794    HERNDON              VA    20170     SFD      75.62                               0.250                  0.016      0.734
4604834    KINNELON             NJ    07405     SFD      90.00                    06         0.250                  0.016      0.109
4604997    SANDY HOOK           CT    06482     SFD      90.00                               0.250                  0.016      0.859
4605030    CAMBRIDGE            MA    02138     LCO      88.51                               0.250                  0.016      0.734
4605034    LITTLETON            CO    80124     SFD      67.33                               0.250                  0.016      0.484
4605097    ALPHARETTA           GA    30202     SFD      76.25                               0.250                  0.016      0.734
4605142    ALPHARETTA           GA    30202     SFD      80.00                               0.250                  0.016      0.734
4605407    RICHMOND             VA    23075     SFD      55.58                               0.250                  0.016      0.734
4605808    MENDHAM              NJ    07926     SFD      90.00                    06         0.250                  0.016      0.359
4605826    ROCHESTER HILLS      MI    48306     SFD      56.60                               0.250                  0.016      0.109
4605899    MEDFIELD             MA    02052     SFD      74.82                               0.250                  0.016      0.484
4605941    RANCHO PALOS         CA    90275     SFD      93.46                               0.250                  0.016      0.484
           VERDES
4605960    ALPHARETTA           GA    30202     SFD      74.44                               0.250                  0.016      0.734
4606002    WILTON               CT    06897     SFD      80.00                               0.250                  0.016      0.109
4606064    WASHINGTON           NJ    07830     SFD      76.27                               0.250                  0.016      0.859
           TOWNSHIP
4606148    CLIFTON              VA    22024     SFD      80.00                               0.250                  0.016      0.359
4606371    MILFORD              CT    06460     SFD      95.00                               0.250                  0.016      0.734
4606464    AMBLER               PA    19002     SFD      73.12      GD 5YR                   0.250                  0.016      0.109
4606600    GREAT FALLS          VA    22066     SFD      76.80                               0.250                  0.016      0.109
4606634    MIDLOTHIAN           VA    23113     SFD      90.00                               0.250                  0.016      0.234
4606688    BEDFORD              NH    03110     SFD      80.00                               0.250                  0.016      0.484
4606729    SUMMIT               NJ    07901     SFD      64.63                               0.250                  0.016      0.109
4606770    PARKVILLE            MO    64152     SFD      79.99                               0.250                  0.016      0.109
4606964    LEBANON              NJ    08833     SFD      69.79                               0.250                  0.016      0.484
4607096    MAHWAH               NJ    07430     SFD      80.00                               0.250                  0.016      0.359
4607124    STRONGSVILLE         OH    44136     SFD      84.56                               0.250                  0.016      0.984
4607189    WOODINVILLE          WA    98072     SFD      77.34                               0.250                  0.016      0.609
4607342    WICHITA              KS    67230     SFD      84.89                    06         0.250                  0.016      0.359
4607372    CORAL GABLES         FL    33134     SFD      90.00                               0.250                  0.016      0.609
4607405    TOWN OF SMITHTOWN    NY    11768     SFD      74.14                               0.250                  0.016      0.359
4607538    DOWNINGTOWN          PA    19335     SFD      79.27                               0.250                  0.016      0.359
4607710    LITITZ               PA    17543     SFD      79.89                               0.250                  0.016      0.000
4607716    LONG VALLEY          NJ    07853     SFD      90.00                               0.250                  0.016      0.734
4607816    PLANO                TX    75093     SFD      80.00                               0.250                  0.016      0.609
4607952    SHREWSBURY           MA    01545     SFD      78.84      GD 3YR                   0.250                  0.016      0.234
4608025    WHEATON              IL    60187     SFD      70.00                               0.250                  0.016      0.109
4608038    BOXBORO              MA    01719     SFD      89.88                    06         0.250                  0.016      0.609
4608044    BERNARDS             NJ    07920     SFD      64.19                               0.250                  0.016      0.484
4608227    MORRIS PLAINS        NJ    07950     SFD      82.64      GD 3YR        06         0.250                  0.016      0.234
4608243    BOULDER              CO    80303     SFD      45.45                               0.250                  0.016      0.609
4608313    SALINAS              CA    93908     SFD      78.71                               0.250                  0.016      0.484
4608322    SPARTA               NJ    07871     SFD      90.00                               0.250                  0.016      0.734
4608465    MONTPELIER           VA    23192     SFD      76.67                               0.250                  0.016      0.734
4608528    KATY                 TX    77450     SFD      79.99                               0.250                  0.016      0.484
4608659    MARIETTA             GA    30066     SFD      88.68                               0.250                  0.016      0.359
4608665    NAPERVILLE           IL    60540     SFD      70.58                               0.250                  0.016      0.234
4608716    SONOMA               CA    95476     SFD      75.00                               0.250                  0.016      0.859
4608723    CLARENDON HILLS      IL    60514     SFD      66.96                               0.250                  0.016      0.234
4608791    ANDOVER              MA    01810     SFD      80.00                               0.250                  0.016      0.609
4608824    TRUMBULL             CT    06611     SFD      80.00                               0.250                  0.016      0.359
4609025    ROSWELL              GA    30076     SFD      72.58                               0.250                  0.016      0.234
4609033    FOX ISLAND           WA    98333     SFD      85.00                               0.250                  0.016      0.734
4609034    HIGH BRIDGE          NJ    08829     SFD      90.00      GD 3YR                   0.250                  0.016      0.484
4609039    BROOKFIELD           CT    06804     SFD      37.80                               0.250                  0.016      0.484
4609041    FLORHAM PARK         NJ    07932     SFD      90.00                               0.250                  0.016      0.234
4609052    NEWTOWN              CT    06470     SFD      90.00                               0.250                  0.016      0.984
4609054    SCOTCH PLAINS        NJ    07076     SFD      90.00                               0.250                  0.016      0.734
4609067    YORBA LINDA          CA    92887     SFD      84.29                    12         0.250                  0.016      0.609
4609207    HAMILTON             OH    45011     SFD      77.71                               0.250                  0.016      0.359
4609318    WEST CHESTER         PA    19382     SFD      57.68                               0.250                  0.016      0.484
4609375    NEEDHAM              MA    02192     SFD      81.35                               0.250                  0.016      0.609
4609378    JAMISON              PA    18929     SFD      90.00                               0.250                  0.016      0.609
4609393    BASKING RIDGE        NJ    07920     SFD      61.79                               0.250                  0.016      0.234
4609439    STAMFORD             CT    06903     SFD      69.27      GD 3YR                   0.250                  0.016      0.359
4609449    NEWCASTLE            WA    98059     SFD      63.06                               0.250                  0.016      0.234
4609503    DALLAS               TX    75230     SFD      80.00                               0.250                  0.016      0.234
4609524    CRANBURY             NJ    08512     SFD      80.00      GD 4YR                   0.250                  0.016      0.234
4609595    FARMINGTON HILLS     MI    48335     SFD      80.00                               0.250                  0.016      0.359
4609643    DULUTH               GA    30155     SFD      90.00                               0.250                  0.016      0.609
4609935    ARLINGTON            VA    22209     SFD      70.00                               0.250                  0.016      0.359
4609941    NAPERVILLE           IL    60564     SFD      90.00                               0.250                  0.016      0.734
4610142    CARY                 IL    60013     SFD      75.44                               0.250                  0.016      0.000
4610145    HENDERSON            NV    89014     SFD      75.00                               0.250                  0.016      0.000
4610445    WALNUT CREEK         CA    94596     SFD      80.00      GD 6YR                   0.250                  0.016      0.234
4610449    WESTPORT             CT    06883     SFD      64.11      GD 3YR                   0.250                  0.016      0.359
4610450    LOUISVILLE           KY    40241     SFD      80.00                               0.250                  0.016      0.234
4610452    HOLLISTON            MA    01746     SFD      84.91                               0.250                  0.016      0.734
4610493    CHASKA               MN    55318     SFD      79.92                               0.250                  0.016      0.484
4610512    EAST SANDWICH        MA    02537     SFD      79.15                               0.250                  0.016      0.609
4610671    BURNSVILLE           MN    55306     SFD      80.00                               0.250                  0.016      0.609
4610686    KETTERING            OH    45429     SFD      80.00                               0.250                  0.016      0.609
4610704    CONCORD              NC    28027     SFD      76.71                               0.250                  0.016      0.234
4610760    ONALASKA             WI    54650     SFD      95.00                               0.250                  0.016      1.234
4610895    VIENNA               VA    22182     SFD      64.38                               0.250                  0.016      0.234
4610920    ALPHARETTA           GA    30202     SFD      90.00                               0.250                  0.016      0.734
4611020    AGOURA HILLS         CA    91301     SFD      68.25      GD 2YR                   0.250                  0.016      0.109
4611221    AURORA               IL    60504     SFD      85.00      GD 3YR        06         0.250                  0.016      0.109
4611230    GREAT FALLS          VA    22066     SFD      70.83                               0.250                  0.016      0.000
4611442    BERKELEY HEIGHTS     NJ    07922     SFD      73.53                               0.250                  0.016      0.234
4611493    OVIEDO               FL    32765     SFD      95.00                               0.250                  0.016      0.734
4611510    SOLEBURY             PA    18938     SFD      90.00                    06         0.250                  0.016      0.859
4611532    RIVA                 MD    21140     SFD      61.92                               0.250                  0.016      0.484
4611551    SHERMAN              CT    06784     SFD      89.46                               0.250                  0.016      0.984
4611631    HUDSON               OH    44236     SFD      89.67                               0.250                  0.016      0.484
4611739    WALNUT CREEK         CA    94598     SFD      80.00                               0.250                  0.016      0.109
4611799    READINGTON           NJ    08889     SFD      83.04                               0.250                  0.016      0.234
4611862    LOVELAND             OH    45140     SFD      79.74                               0.250                  0.016      0.359
4611881    ANAHEIM HILLS        CA    92808     SFD      90.00                               0.250                  0.016      0.359
4611895    ENGLEWOOD            CO    80111     SFD      75.00                               0.250                  0.016      0.359
4611909    HUDSON               OH    44236     SFD      73.68                               0.250                  0.016      0.234
4611915    ALPHARETTA           GA    30005     SFD      90.00                               0.250                  0.016      0.609
4612155    ACTON                MA    01720     SFD      59.45                               0.250                  0.016      0.109
4612192    GREEN OAKS           IL    60048     SFD      70.00                               0.250                  0.016      0.234
4612220    TEXAS                MI    49009     SFD      95.00                               0.250                  0.016      0.734
4612332    HINSDALE             IL    60521     SFD      59.26                               0.250                  0.016      0.359
4612523    GREENVILLE           DE    19807     SFD      66.97                               0.250                  0.016      0.000
4612538    IRVING               TX    75038     SFD      80.00                               0.250                  0.016      0.609
4612579    BRANCHBURG           NJ    08876     SFD      80.00                               0.250                  0.016      0.234
4612713    HATFIELD             PA    19440     SFD      95.00                               0.250                  0.016      0.859
4612718    SCOTTSDALE           AZ    85259     SFD      95.00                               0.250                  0.016      0.609
4612724    MADISON              NJ    07940     SFD      80.00                               0.250                  0.016      0.234
4612771    CHAPEL HILL          NC    27516     SFD      62.92                               0.250                  0.016      0.484
4612801    CLIFTON              VA    20124     SFD      62.85                               0.250                  0.016      0.000
4612824    WOODINVILLE          WA    98072     SFD      80.00                               0.250                  0.016      0.359
4612929    HOUSTON              TX    77041     SFD      79.77                               0.250                  0.016      0.859
4612948    ALLENDALE            NJ    07401     SFD      80.00                               0.250                  0.016      0.859
4612972    GLENDORA             CA    91741     SFD      62.76                               0.250                  0.016      0.234
4613011    DUBLIN               CA    94568     SFD      64.71                               0.250                  0.016      0.109
4613049    FRANKLIN             TN    37064     SFD      89.92                               0.250                  0.016      1.109
4613102    RANDOLPH             NJ    07869     SFD      62.50                               0.250                  0.016      0.234
4613103    BROOKFIELD           WI    53045     SFD      67.25                               0.250                  0.016      0.109
4613144    BASKING RIDGE        NJ    07920     LCO      80.00                               0.250                  0.016      0.609
4613170    LEBANON              PA    17042     SFD      80.00                               0.250                  0.016      0.000
4613343    CHAPEL HILL          NC    27516     SFD      94.99                               0.250                  0.016      0.859
4613344    MUNDELEIN            IL    60060     SFD      79.97      GD 3YR                   0.250                  0.016      0.234
4613352    WALPOLE              MA    02081     SFD      80.00                               0.250                  0.016      0.734
4613560    SOUTHLAKE            TX    76092     SFD      80.00                               0.250                  0.016      0.359
4613561    BOULDER              CO    80301     SFD      69.96                               0.250                  0.016      0.234
4613570    AMHERST              NH    03031     SFD      63.64                               0.250                  0.016      0.109
4613605    WEST CHESTER         PA    19382     SFD      84.49                               0.250                  0.016      0.484
4613625    PORTOLA HILLS        CA    92679     SFD      95.00      GD 3YR                   0.250                  0.016      1.109
4613712    SUWANEE              GA    30174     SFD      74.69                               0.250                  0.016      0.484
4613723    WOODINVILLE          WA    98072     SFD      80.00                               0.250                  0.016      0.359
4613740    BOULDER              CO    80303     SFD      80.00                               0.250                  0.016      0.359
4613806    SAN RAMON            CA    94583     SFD      79.45      GD 5YR                   0.250                  0.016      0.234
4613820    YARDLEY              PA    19067     SFD      86.89      GD 3YR                   0.250                  0.016      0.484
4613831    CHAPEL HILL          NC    27514     SFD      69.34                               0.250                  0.016      0.109
4613869    UPLAND               CA    91784     SFD      91.54                               0.250                  0.016      0.859
4613870    PARKER               CO    80134     SFD      79.98                               0.250                  0.016      0.109
4613882    WALNUT CREEK         CA    94504     SFD      80.00                               0.250                  0.016      0.359
4613921    FLORENCE             SC    29501     SFD      80.00                               0.250                  0.016      0.359
4613957    DAVIDSON             NC    28036     SFD      68.18                               0.250                  0.016      0.000
4614064    WESTLAKE VILLAGE     CA    91361     SFD      80.00                               0.250                  0.016      0.234
4614176    CHARLOTTE            NC    28207     PUD      80.00                               0.250                  0.016      0.359
4614199    LAKE JACKSON         TX    77566     SFD      89.99                               0.250                  0.016      0.734
4614252    CHESTER              NJ    07930     SFD      73.39                               0.250                  0.016      0.234
4614330    BOYDS                MD    20841     SFD      80.00                               0.250                  0.016      0.484
4614365    COTO DE CAZA         CA    92679     SFD      71.03                               0.250                  0.016      0.359
4614375    WHITE PLAINS         NY    10605     SFD      79.99                               0.250                  0.016      0.109
4614402    CRYSTAL LAKE         IL    60014     SFD      77.71                               0.250                  0.016      0.000
4614430    SUWANEE              GA    30174     SFD      80.00                               0.250                  0.016      0.359
4614436    MEDIA                PA    19063     SFD      80.00                               0.250                  0.016      0.859
4614439    NORCROSS             GA    30092     SFD      89.73                               0.250                  0.016      0.734
4614452    ATLANTA              GA    30342     SFD      74.63                               0.250                  0.016      0.859
4614513    SCOTTSDALE           AZ    85251     SFD      90.00                               0.250                  0.016      0.609
4614523    FORT WAYNE           IN    46804     SFD      69.44                               0.250                  0.016      0.484
4614625    GERMANTOWN           TN    38139     SFD      80.00                               0.250                  0.016      0.359
4614628    VIENNA               VA    22182     SFD      80.00                               0.250                  0.016      0.234
4614630    FAIRFAX STATION      VA    22039     SFD      76.42                               0.250                  0.016      0.234
4614676    ATLANTA              GA    30341     SFD      68.25                               0.250                  0.016      0.000
4614721    SPARTA               NJ    07871     SFD      87.95                    06         0.250                  0.016      0.234
4614752    OAK PARK HEIGHTS     MN    55082     SFD      80.26                               0.250                  0.016      0.609
4614766    BOONTON TOWNSHIP     NJ    07005     SFD      85.00                               0.250                  0.016      0.859
4615016    COLLIERVILLE         TN    38017     SFD      90.00                               0.250                  0.016      0.859
4615017    BROOKLINE            MA    02167     SFD      80.00      FX 1YR                   0.250                  0.016      0.359
4615215    WOODLANDS            TX    77380     SFD      80.00                               0.250                  0.016      0.609
4615235    SOQUEL               CA    95073     SFD      67.39                               0.250                  0.016      0.859
4615292    DOYLESTOWN           PA    18901     SFD      51.19      GD 3YR                   0.250                  0.016      0.000
4615298    BROOKLINE            MA    02146     LCO      80.00                               0.250                  0.016      0.484
4615303    CHATHAM              NJ    07928     SFD      69.77                               0.250                  0.016      0.484
4615323    SAN JOSE             CA    95124     SFD      80.00      GD 3YR                   0.250                  0.016      0.359
4615326    WINTER HAVEN         FL    33884     SFD      80.00                               0.250                  0.016      0.109
4615355    TURLOCK              CA    95382     SFD      88.46                    06         0.250                  0.016      0.484
4615439    WASHOUGAL            WA    98671     SFD      85.71                    06         0.250                  0.016      0.609
4615489    COPPELL              TX    75019     SFD      90.00                               0.250                  0.016      0.484
4615491    WALNUT CREEK         CA    94596     PUD      69.05                               0.250                  0.016      0.859
4615520    NAPERVILLE           IL    60564     SFD      68.57                               0.250                  0.016      0.484
4615555    DANVILLE             CA    94526     SFD      57.04                               0.250                  0.016      0.359
4615576    SWAMPSCOTT           MA    01907     SFD      90.00                    12         0.250                  0.016      0.359
4615587    RANDOLPH             NJ    07869     SFD      94.85                               0.250                  0.016      0.359
4615648    BLUE BELL            PA    19422     SFD      89.99                    06         0.250                  0.016      0.109
4615692    ASHBURN              VA    20147     SFD      80.00                               0.250                  0.016      0.234
4615724    SLEEPY HOLLOW        NY    10591     SFD      90.00                               0.250                  0.016      0.734
4615732    PARSIPPANY           NJ    07054     SFD      80.00                               0.250                  0.016      0.359
4615768    SCOTTSDALE           AZ    85260     SFD      90.00                               0.250                  0.016      0.609
4615875    SIMSBURY             CT    06070     SFD      80.00                               0.250                  0.016      0.234
4615879    NORTH ANDOVER        MA    01845     SFD      80.00                               0.250                  0.016      0.234
4615940    FLEMINGTON           NJ    08822     SFD      68.29                               0.250                  0.016      0.000
4616037    VIENNA               VA    22181     SFD      80.00                               0.250                  0.016      0.609
4616051    VANCOUVER            WA    98683     SFD      84.28      GD 4YR                   0.250                  0.016      0.359
4616099    RACINE               WI    53406     SFD      48.48                               0.250                  0.016      0.484
4616219    DUXBURY              MA    02332     SFD      63.53                               0.250                  0.016      0.234
4616228    WELLESLEY            MA    02181     SFD      44.78                               0.250                  0.016      0.234
4616233    SAINT CHARLES        IL    60174     SFD      80.00                               0.250                  0.016      0.359
4616275    WAYLAND              MA    01778     SFD      80.00                               0.250                  0.016      0.234
4616317    PLANO                TX    75093     SFD      59.32                               0.250                  0.016      0.234
4616457    LAKE FOREST          IL    60045     SFD      80.00                               0.250                  0.016      0.234
4616479    PLANO                TX    75025     SFD      94.99                               0.250                  0.016      1.484
4616485    CARY                 NC    27511     SFD      63.95                               0.250                  0.016      0.234
4616487    SAN DIEGO            CA    92129     SFD      80.00                               0.250                  0.016      0.234
4616496    SOUTHBURY            CT    06488     SFD      83.03      GD 3YR        06         0.250                  0.016      0.109
4616515    TRABUCO CANYON       CA    92679     SFD      95.00      GD 3YR                   0.250                  0.016      1.109
4616516    RIDGEFIELD           CT    06877     SFD      58.82      GD 3YR                   0.250                  0.016      0.109
4616586    CENTREVILLE          VA    22020     SFD      80.00                               0.250                  0.016      0.000
4616589    BRIDGEVILLE          PA    15017     SFD      90.00                               0.250                  0.016      0.359
4616624    RIDGEFIELD           CT    06877     SFD      65.33                               0.250                  0.016      0.234
4616647    BRANCHBURG           NJ    08876     SFD      80.43                               0.250                  0.016      0.109
4616869    CHARLOTTE            NC    28277     SFD      88.89                               0.250                  0.016      0.234
4616882    OMAHA                NE    68124     SFD      70.00                               0.250                  0.016      0.000
4616916    EDINA                MN    55410     SFD      70.00                               0.250                  0.016      0.000
4617026    THOUSAND OAKS        CA    91362     SFD      58.25                               0.250                  0.016      0.000
4617174    ARMONK               NY    10504     SFD      46.15                               0.250                  0.016      0.000
4617198    WAYNE                NJ    07470     SFD      70.00                               0.250                  0.016      0.000
4617211    TUSTIN               CA    92782     SFD      88.28                               0.250                  0.016      0.359
4617230    ENGLEWOOD            CO    80112     SFD      94.99      GD 3YR                   0.250                  0.016      0.609
4617233    BURLINGTON           CT    06013     SFD      70.00                               0.250                  0.016      0.109
4617292    PITTSFORD            NY    14534     SFD      80.00                               0.250                  0.016      0.234
4617298    HOUSTON              TX    77057     SFD      70.00                               0.250                  0.016      0.109
4617336    SCOTTSDALE           AZ    85259     SFD      80.00                               0.250                  0.016      0.984
4617349    AUSTIN               TX    78733     SFD      80.00                               0.250                  0.016      0.234
4617359    MANDEVILLE           LA    70448     SFD      80.00                               0.250                  0.016      0.359
4617399    REDMOND              WA    98053     SFD      90.00                    06         0.250                  0.016      0.359
4617730    SHOREVIEW            MN    55126     SFD      80.00                               0.250                  0.016      0.000
4617745    WALNUT CREEK         CA    94507     SFD      79.96                               0.250                  0.016      0.359
4617894    SIOUX CITY           IA    51105     SFD      85.00                               0.250                  0.016      0.859
4617911    CINCINNATI           OH    45227     SFD      90.00                    06         0.250                  0.016      0.234
4617925    LEAWOOD              KS    66224     SFD      73.33                               0.250                  0.016      0.109
4617970    PLEASANT VIEW        UT    84414     SFD      86.89                    17         0.250                  0.016      0.359
4617976    PUEBLO WEST          CO    81007     SFD      94.99                    06         0.250                  0.016      0.609
4618006    ROCHESTER HILLS      MI    48306     SFD      73.54                               0.250                  0.016      0.234
4618125    CHADDS FORD          PA    19317     SFD      65.28                               0.250                  0.016      0.359
4618136    OCEANSIDE            CA    92056     PUD      90.00                               0.250                  0.016      0.234
4618145    THOUSAND OAKS        CA    91362     SFD      80.00                               0.250                  0.016      0.109
4618171    SCOTTSDALE           AZ    85259     SFD      65.38                               0.250                  0.016      0.000
4618225    PRINCETON            NJ    08540     SFD      56.82                               0.250                  0.016      0.109
4618270    GILBERT              AZ    85233     SFD      80.00                               0.250                  0.016      0.234
4618308    LONG VALLEY          NJ    07853     SFD      94.99                               0.250                  0.016      0.859
4618365    PARKLAND             FL    33076     SFD      80.00      GD 3YR                   0.250                  0.016      0.234
4618376    OMAHA                NE    68130     SFD      89.99                               0.250                  0.016      0.359
4618390    BRADENTON            FL    34202     SFD      80.00                               0.250                  0.016      0.359
4618394    BRANCHBURG           NJ    08876     SFD      90.00                               0.250                  0.016      0.609
4618443    ROCHESTER            MN    55901     SFD      90.00                               0.250                  0.016      0.859
4618504    ELLICOTT CITY        MD    21042     SFD      64.81                               0.250                  0.016      0.109
4618575    MARIETTA             GA    30066     SFD      79.99                               0.250                  0.016      0.609
4618616    KENNET               PA    19348     SFD      79.13                               0.250                  0.016      0.000
4618641    BARRINGTON           IL    60010     SFD      90.00                    06         0.250                  0.016      0.109
4618741    MANDEVILLE           LA    70471     SFD      90.00                    06         0.250                  0.016      0.234
4618765    ALPHARETTA           GA    30202     SFD      80.00                               0.250                  0.016      0.000
4618786    GRAPEVINE            TX    76051     SFD      90.00                    06         0.250                  0.016      0.359
4618797    WEST HOLLYWOOD       CA    90069     SFD      94.91      GD 3YR                   0.250                  0.016      0.609
4618958    MONTVALE             NJ    07645     SFD      80.00      GD 3YR                   0.250                  0.016      0.484
4618987    MENDHAM              NJ    07945     SFD      80.00                               0.250                  0.016      0.234
4618988    SOUTHLAKE            TX    76092     SFD      72.89                               0.250                  0.016      0.734
4619023    BLOOMINGTON          IL    61701     SFD      93.00                               0.250                  0.016      0.609
4619068    MERCER ISLAND        WA    98040     SFD      80.00                               0.250                  0.016      0.000
4619069    SALT LAKE CITY       UT    84117     SFD      90.00                    01         0.250                  0.016      0.859
4619129    SIMPSONVILLE         SC    29681     SFD      76.56                               0.250                  0.016      0.484
4619186    BERWYN               PA    19312     SFD      66.04                               0.250                  0.016      0.234
4619192    RIDGEFIELD           CT    06877     SFD      36.36                               0.250                  0.016      0.359
4619208    NEWARK               DE    19711     SFD      90.28                               0.250                  0.016      0.359
4619218    SCOTCH PLAINS        NJ    07076     SFD      88.71                               0.250                  0.016      0.609
4619237    MADISON              WI    53705     SFD      95.00                               0.250                  0.016      0.609
4619253    PLANO                TX    75093     SFD      67.99                               0.250                  0.016      0.734
4619295    LEAWOOD              KS    66209     SFD      74.58                               0.250                  0.016      0.234
4619357    OAK RIDGE            NC    27310     SFD      80.00                               0.250                  0.016      0.484
4619362    CHAPPAQUA            NY    10514     SFD      61.35                               0.250                  0.016      0.000
4619390    LEXINGTON            KY    40515     SFD      59.81                               0.250                  0.016      0.359
4619542    STEVENSON RANCH      CA    91381     SFD      80.00                               0.250                  0.016      0.484
4620039    PLYMOUTH             MN    55446     SFD      90.00                    06         0.250                  0.016      0.609
4620042    SOUTH ORANGE         NJ    07079     SFD      90.00                               0.250                  0.016      0.234
4620206    FORT LAUDERDALE      FL    33304     SFD      80.00                               0.250                  0.016      0.484
4620222    JACKSONVILLE         FL    32225     SFD      73.74                               0.250                  0.016      0.484
4620277    KATY                 TX    77450     SFD      95.00                               0.250                  0.016      0.859
4620429    SUMMIT               NJ    07901     SFD      48.15                               0.250                  0.016      0.000
4620510    ST PETERSBURG        FL    33704     SFD      89.11                    06         0.250                  0.016      0.859
4620588    NORTH ANDOVER        MA    01845     SFD      80.00      GD 1YR                   0.250                  0.016      0.484
4620636    BOONTON TOWNSHIP     NJ    07005     SFD      90.00                    12         0.250                  0.016      0.984
4620645    BRANFORD             CT    06405     SFD      80.00                               0.250                  0.016      0.000
4620758    RALEIGH              NC    27608     SFD      77.21                               0.250                  0.016      0.484
4620864    WOODSTOCK            GA    30189     SFD      95.00                               0.250                  0.016      0.984
4620873    FRENCHTOWN           NJ    08825     SFD      79.93                               0.250                  0.016      0.359
4620884    COLLEYVILLE          TX    76034     SFD      80.00                               0.250                  0.016      0.484
4620891    ROSWELL              GA    30076     SFD      70.48                               0.250                  0.016      0.109
4620907    DALLAS               TX    75230     SFD      46.77                               0.250                  0.016      0.234
4620916    PARKLAND             FL    33067     SFD      56.29                               0.250                  0.016      0.234
4620939    ANNANDALE            NJ    08801     SFD      88.05                    06         0.250                  0.016      0.359
4620945    REDMOND              WA    98053     SFD      80.00                               0.250                  0.016      0.000
4620961    WAUKEE               IA    50263     SFD      70.00                               0.250                  0.016      0.359
4620966    HANOVER              PA    17331     SFD      80.00                               0.250                  0.016      0.484
4621064    WESTERVILLE          OH    43082     SFD      75.57                               0.250                  0.016      0.359
4621070    DODGINGTOWN          CT    06470     SFD      95.00                               0.250                  0.016      0.859
4621115    APEX                 NC    27502     SFD      80.00                               0.250                  0.016      0.484
4621237    SIERRA MADRE         CA    91024     LCO      94.78      GD 6YR                   0.250                  0.016      0.859
4621248    TORRANCE             CA    90505     SFD      76.88                               0.250                  0.016      0.109
4621349    LIVINGSTON           NJ    07039     SFD      72.84                               0.250                  0.016      0.234
4621373    ARVADA               CO    80007     SFD      90.00                    01         0.250                  0.016      0.484
4621394    LIVERMORE            CA    94550     SFD      89.99                               0.250                  0.016      0.234
4621396    DANVILLE             CA    94526     SFD      77.19      GD 3YR                   0.250                  0.016      0.109
4621403    LOUDON               TN    37774     SFD      85.00                    06         0.250                  0.016      0.734
4621431    WEST BLOOMFIELD      MI    48322     SFD      90.00      GD 3YR                   0.250                  0.016      0.484
4621442    MARIETTA             GA    30066     SFD      79.27                               0.250                  0.016      0.000
4621448    POUND RIDGE          NY    10576     SFD      73.68                               0.250                  0.016      0.234
4621449    DANVILLE             CA    94506     SFD      70.59      GD 5YR                   0.250                  0.016      0.109
4621484    ATLANTA              GA    30327     SFD      69.64                               0.250                  0.016      0.000
4621509    WESTCHESTER          PA    19382     SFD      90.00                    06         0.250                  0.016      0.609
4621540    DAKOTA DUNES         SD    57049     SFD      77.54                               0.250                  0.016      0.484
4621558    SOUTHLAKE            TX    76092     SFD      80.00                               0.250                  0.016      0.109
4621565    HOPKINTON            MA    01748     SFD      78.59                               0.250                  0.016      0.359
4621573    LOS GATOS            CA    95030     SFD      80.00                               0.250                  0.016      0.359
4621577    SHELBY TOWNSHIP      MI    48316     SFD      65.11                               0.250                  0.016      0.000
4621587    TAMPA                FL    33629     SFD      95.00                               0.250                  0.016      0.859
4621647    CHESTERFIELD         MO    63017     SFD      73.68                               0.250                  0.016      0.609
4621723    GRAND RAPIDS         MI    49546     SFD      75.95                               0.250                  0.016      0.359
4621724    CARY                 NC    27511     SFD      75.76                               0.250                  0.016      0.109
4621748    NAPERVILLE           IL    60564     SFD      90.00                    01         0.250                  0.016      0.000
4621781    HOUSTON              TX    77024     SFD      57.96                               0.250                  0.016      0.359
4621937    NEWTON               MA    02162     SFD      80.00                               0.250                  0.016      0.109
4621977    DUNWOODY             GA    30338     SFD      78.51                               0.250                  0.016      0.359
4622043    EASTON               PA    18045     SFD      72.00                               0.250                  0.016      0.859
4622047    LANCASTER            PA    17601     SFD      79.27                               0.250                  0.016      0.000
4622096    TEQUESTA             FL    33469     SFD      80.00                               0.250                  0.016      0.109
4622120    MCKINNEY             TX    75070     SFD      80.00                               0.250                  0.016      0.109
4622166    LEXINGTON            MA    02173     SFD      71.58                               0.250                  0.016      0.109
4622234    TUMWATER             WA    98501     SFD      73.76                               0.250                  0.016      0.109
4622355    WADSWORTH            IL    60083     SFD      80.00                               0.250                  0.016      0.109
4622419    MENDHAM              NJ    07945     SFD      80.00      GD 3YR                   0.250                  0.016      0.109
4622482    LOS GATOS            CA    95032     SFD      36.01                               0.250                  0.016      0.000
4622607    ALPHARETTA           GA    30202     SFD      69.99                               0.250                  0.016      0.000
4622615    CASTLE ROCK          CO    80104     SFD      89.99      GD 3YR                   0.250                  0.016      0.234
4622655    FOUNTAIN HILLS       AZ    85268     SFD      80.00                               0.250                  0.016      0.359
4622673    CINCINNATI           OH    45230     SFD      73.53                               0.250                  0.016      0.234
4622765    CARLSBAD             CA    92009     SFD      80.00                               0.250                  0.016      0.109
4622924    BELVIDERE            IL    61008     SFD      88.17                               0.250                  0.016      0.609
4622975    HOUSTON              TX    77069     SFD      94.96                    06         0.250                  0.016      0.359
4622987    MOORESTOWN           NJ    08057     SFD      74.56                               0.250                  0.016      0.000
4623060    RANCHO CUCAMONGA     CA    91701     SFD      94.09                               0.250                  0.016      0.359
4623124    NORTH POTOMAC        MD    20878     SFD      72.50                               0.250                  0.016      0.000
4623132    CLIFTON              VA    20124     SFD      63.53                               0.250                  0.016      0.234
4623135    HINCKLEY             OH    44233     SFD      75.71                               0.250                  0.016      0.484
4623172    MIDLAND              MI    48642     SFD      79.99                               0.250                  0.016      0.000
4623181    SAN DIEGO            CA    92130     PUD      79.37                               0.250                  0.016      0.859
4623200    NORTHFIELD           IL    60093     SFD      70.59                               0.250                  0.016      0.000
4623204    SIOUX FALLS          SD    57110     SFD      79.51                               0.250                  0.016      0.359
4623205    BEDMINSTER           NJ    07921     SFD      90.00                               0.250                  0.016      0.484
4623210    NAPERVILLE           IL    60565     SFD      57.87                               0.250                  0.016      0.000
4623215    NAPERVILLE           IL    60565     SFD      80.00                               0.250                  0.016      0.109
4623257    MORGAN HILL          CA    95037     SFD      94.26                               0.250                  0.016      0.609
4623273    VALENCIA             CA    91354     SFD      89.99                               0.250                  0.016      0.484
4623284    ACTON                MA    01720     SFD      80.00                               0.250                  0.016      0.109
4623337    EAST LYME            CT    06333     SFD      79.99                               0.250                  0.016      0.359
4623389    ALPHARETTA           GA    30202     SFD      80.00                               0.250                  0.016      0.484
4623640    WASHINGTON           DC    20015     SFD      90.00      GD 3YR                   0.250                  0.016      0.734
4623655    GREENWICH            CT    06830     SFD      51.72                               0.250                  0.016      0.359
4623664    MINNETONKA           MN    55345     SFD      79.99                               0.250                  0.016      0.359
4623713    AUSTIN               TX    78750     SFD      80.00                               0.250                  0.016      0.359
4623735    HACKETTSTOWN         NJ    07840     SFD      80.00      GD 4YR                   0.250                  0.016      0.109
4623769    BETHESDA             MD    20816     SFD      80.00                               0.250                  0.016      0.109
4623826    ISSAQUAH             WA    98029     SFD      90.00                    06         0.250                  0.016      0.609
4623892    DOYLESTOWN           PA    18901     SFD      80.00                               0.250                  0.016      0.000
4623925    COLLEYVILLE          TX    76034     SFD      80.00                               0.250                  0.016      0.109
4623949    TULSA                OK    74137     SFD      80.00                               0.250                  0.016      0.734
4623958    THE WOODLANDS        TX    77381     SFD      95.00                               0.250                  0.016      0.859
4624032    BELLAIRE             TX    77401     SFD      43.48                               0.250                  0.016      0.109
4624044    LUTZ                 FL    33549     PUD      80.00                               0.250                  0.016      0.484
4624158    ORINDA               CA    94563     SFD      75.00                               0.250                  0.016      0.234
4624221    MASON                OH    45040     SFD      89.99                    06         0.250                  0.016      0.109
4624225    WESTON               CT    06883     SFD      90.00                               0.250                  0.016      0.359
4624242    HAWTHORN WOODS       IL    60047     SFD      95.00                    06         0.250                  0.016      0.234
4624248    DULUTH               GA    30155     SFD      89.99                    06         0.250                  0.016      0.609
4624291    PALOS VERDES         CA    90274     SFD      80.00      GD 3YR                   0.250                  0.016      0.000
           ESTATES
4624346    DOVE CANYON          CA    92679     SFD      88.71                               0.250                  0.016      0.234
4624363    BROOKFIELD           WI    53045     SFD      78.57                               0.250                  0.016      0.359
4624372    DUBLIN               OH    43017     SFD      80.00                               0.250                  0.016      0.484
4624377    ORLANDO              FL    32826     SFD      80.00                               0.250                  0.016      0.234
4624386    CHESTERFIELD         MO    63005     SFD      71.13                               0.250                  0.016      0.109
4624422    VANCOUVER            WA    98686     SFD      76.06                               0.250                  0.016      0.359
4624423    CAREFREE             AZ    85331     SFD      80.00                               0.250                  0.016      0.000
4624430    HIGHLANDS RANCH      CO    80126     SFD      77.46                               0.250                  0.016      0.484
4624450    PARKLAND             FL    33067     SFD      80.00                               0.250                  0.016      0.734
4624574    MANHATTAN BEACH      CA    90266     SFD      80.00                               0.250                  0.016      0.359
4624607    WENHAM               MA    01984     SFD      57.69                               0.250                  0.016      0.109
4624747    SOUTHPORT            CT    06490     SFD      75.00                               0.250                  0.016      0.359
4624816    HERMOSA BEACH        CA    90254     LCO      80.00                               0.250                  0.016      0.234
4624819    PLANO                TX    75093     SFD      80.00                               0.250                  0.016      0.000
4624848    KIRKLAND             WA    98034     SFD      80.00                               0.250                  0.016      0.609
4624917    SUPERIOR             CO    80027     SFD      89.90                    11         0.250                  0.016      0.484
4625016    PASADENA             CA    91106     SFD      95.00      GD 3YR                   0.250                  0.016      0.984
4625109    NORTH BARRINGTON     IL    60010     SFD      63.16                               0.250                  0.016      0.000
4625184    LOUISVILLE           CO    80027     SFD      90.00                               0.250                  0.016      0.734
4625229    MAHWAH               NJ    07430     SFD      46.15                               0.250                  0.016      0.484
4625241    LIBERTYVILLE         IL    60048     SFD      67.42                               0.250                  0.016      0.109
4625256    EVERETT              WA    98203     SFD      79.99                               0.250                  0.016      0.234
4625282    FARMINGTON           CT    06032     SFD      29.80                               0.250                  0.016      0.234
4625355    CONCORD              CA    94521     SFD      82.88                    06         0.250                  0.016      0.859
4625360    PASADENA             CA    91103     SFD      75.00      GD 3YR                   0.250                  0.016      0.359
4625366    SEVERNA PARK         MD    21146     SFD      90.00                    12         0.250                  0.016      0.984
4625462    DARLINGTON           PA    16115     SFD      80.00                               0.250                  0.016      0.609
4625481    ROYERSFORD           PA    19468     SFD      90.00                               0.250                  0.016      0.859
4625485    RESTON               VA    20191     SFD      80.00                               0.250                  0.016      0.234
4625493    MORGAN HILL          CA    95037     SFD      79.67                               0.250                  0.016      0.359
4625499    PARKVILLE            MO    64152     SFD      68.29                               0.250                  0.016      0.484
4625524    HIGH POINT           NC    27265     SFD      94.57                               0.250                  0.016      0.859
4625569    LIBERTYVILLE         IL    60048     SFD      80.00                               0.250                  0.016      0.234
4625603    BETHEL               CT    06801     SFD      72.90      GD 3YR                   0.250                  0.016      0.234
4625625    SANDY                UT    84092     SFD      89.96                    11         0.250                  0.016      0.984
4625636    HOUSTON              TX    77005     SFD      90.00                               0.250                  0.016      0.734
4625767    TREDYFFRIN           PA    19333     SFD      80.00                               0.250                  0.016      0.734
           TOWNSHIP
4625816    GERMANTOWN           TN    38139     SFD      95.00                               0.250                  0.016      0.859
4625875    AUSTIN               TX    78733     SFD      80.00                               0.250                  0.016      0.000
4626157    ALAMO                CA    94507     SFD      80.00                               0.250                  0.016      0.000
4626233    BOCA RATON           FL    33431     SFD      90.00                               0.250                  0.016      0.359
4626242    ALPHARETTA           GA    30201     SFD      80.00                               0.250                  0.016      0.234
4626264    COPPELL              TX    75019     SFD      79.11                               0.250                  0.016      0.000
4626320    BRENTWOOD            TN    37027     SFD      79.99                               0.250                  0.016      0.234
4626476    PENNINGTON           NJ    08534     SFD      79.91                               0.250                  0.016      0.359
4626496    GRAYSLAKE            IL    60030     SFD      80.00                               0.250                  0.016      0.000
4626671    ALPHARETTA           GA    30202     SFD      75.38                               0.250                  0.016      0.000
4626711    PENN VALLEY          PA    19072     SFD      70.00                               0.250                  0.016      0.484
4626856    AURORA               CO    80015     SFD      79.99                               0.250                  0.016      0.000
4626872    JAMESTOWN            NC    27282     SFD      80.00                               0.250                  0.016      0.000
4626894    STERLING             VA    20165     SFD      79.56      GD 4YR                   0.250                  0.016      0.000
4626916    CLIVE                IA    50325     SFD      90.00      GD 3YR        06         0.250                  0.016      0.484
4626929    BERWYN               PA    19312     SFD      59.09                               0.250                  0.016      0.000
4626945    ALPHARETTA           GA    30201     SFD      80.00                               0.250                  0.016      0.359
4627000    LAKE FOREST          IL    60045     SFD      77.95                               0.250                  0.016      0.359
4627005    BELLEVUE             WA    98006     PUD      90.00                    06         0.250                  0.016      0.359
4627155    RIVERSIDE            IL    60546     SFD      69.31                               0.250                  0.016      0.234
4627165    HAWTHORNE LAKE       IL    60047     SFD      70.00      GD 5YR                   0.250                  0.016      0.359
4627223    SANTA CLARA          CA    95051     SFD      68.81                               0.250                  0.016      0.109
4627233    LOS ALTOS            CA    94024     SFD      75.00                               0.250                  0.016      0.609
4627249    FOSTER CITY          CA    94404     PUD      80.00                               0.250                  0.016      0.359
4627374    APEX                 NC    27502     SFD      80.00      GD 2YR                   0.250                  0.016      0.484
4627541    AUBURNDALE           FL    33823     SFD      80.00                               0.250                  0.016      0.000
4627669    COLUMBUS             OH    43235     SFD      80.00      GD 5YR                   0.250                  0.016      0.000
4627705    SAN JOSE             CA    95118     SFD      52.38                               0.250                  0.016      0.234
4627778    COPPELL              TX    75019     SFD      90.00                               0.250                  0.016      0.234
4627816    MUKILTEO             WA    98275     PUD      80.00                               0.250                  0.016      0.234
4627932    STOW                 MA    01775     SFD      75.79                               0.250                  0.016      0.234
4627960    FAIRFIELD            CT    06430     SFD      80.00                               0.250                  0.016      0.000
4628115    AUSTIN               TX    78735     SFD      65.12                               0.250                  0.016      0.109
4628135    MONTEREY             CA    93940     SFD      47.11                               0.250                  0.016      0.000
4628185    EVERGREEN            CO    80439     SFD      80.00                               0.250                  0.016      0.859
4628237    AUSTIN               TX    78746     SFD      77.42                               0.250                  0.016      0.109
4628397    ALEXANDRIA           VA    22302     PUD      90.00                               0.250                  0.016      0.359
4628569    FLOWER MOUND         TX    75028     SFD      80.00                               0.250                  0.016      0.109
4628683    DULUTH               GA    33097     SFD      68.40                               0.250                  0.016      0.000
4628838    MAUMEE               OH    43537     SFD      80.00                               0.250                  0.016      0.000
4628924    LAKE VILLA           IL    60046     SFD      88.51                               0.250                  0.016      0.359
4629013    BOCA RATON           FL    33496     SFD      71.03                               0.250                  0.016      0.359
4629032    THE WOODLANDS        TX    77382     SFD      79.89                               0.250                  0.016      0.234
4629138    ALPHARETTA           GA    30005     SFD      89.97                               0.250                  0.016      0.609
4629260    ROSWELL              GA    30075     SFD      79.17                               0.250                  0.016      0.109
4629270    ATLANTA              GA    30327     SFD      80.00                               0.250                  0.016      0.359
4629441    TULSA                OK    74114     SFD      78.57                               0.250                  0.016      0.359
4629679    GOLDEN               CO    80401     SFD      70.28                               0.250                  0.016      0.109
4629822    LAKE BLUFF           IL    60044     SFD      79.99                               0.250                  0.016      0.109
4629886    ELBURN               IL    60119     SFD      64.09                               0.250                  0.016      0.234
4630013    ROSWELL              GA    30075     SFD      90.00                    06         0.250                  0.016      0.000
4630261    SANTA MONICA         CA    90403     LCO      80.00                               0.250                  0.016      0.234
4630294    OMAHA                NE    68154     SFD      80.00                               0.250                  0.016      0.234
4630321    LITTLETON            CO    80123     SFD      69.99                               0.250                  0.016      0.000
4630382    CARY                 NC    27513     SFD      63.86                               0.250                  0.016      0.234
4630438    BROOKFIELD           CT    06804     SFD      71.10                               0.250                  0.016      0.234
4630593    SOUTHLAKE            TX    76092     SFD      68.25                               0.250                  0.016      0.609
4630839    SOUTHLAKE            TX    76092     SFD      73.85                               0.250                  0.016      0.109
4631066    BELLINGHAM           WA    98226     SFD      74.03                               0.250                  0.016      0.234
4631150    CLIFTON PARK         NY    12065     SFD      80.00                               0.250                  0.016      0.234
4631169    EDMOND               OK    73034     SFD      80.00                               0.250                  0.016      0.109
4631294    PLANO                TX    75093     SFD      80.00                               0.250                  0.016      0.000
4631464    CARY                 NC    27511     SFD      80.00                               0.250                  0.016      0.109
4631739    DANVILLE             CA    94526     SFD      93.52      GD 5YR                   0.250                  0.016      0.859
4631978    MANKATO              MN    56001     SFD      94.99                               0.250                  0.016      0.984
4632898    WESTMINSTER          MD    21157     SFD      94.98                    17         0.250                  0.016      1.109
4633433    ISSAQUAH             WA    98029     PUD      90.00                               0.250                  0.016      0.484
4633459    THOUSAND OAKS        CA    91360     LCO      77.14                               0.250                  0.016      0.234
4633571    BEN LOMOND           CA    95005     SFD      80.00                               0.250                  0.016      0.109
4633708    KIRKLAND             WA    98033     LCO      80.00                               0.250                  0.016      0.359
4633992    DANVILLE             CA    94526     SFD      49.49                               0.250                  0.016      0.000
4634261    LIBERTYVILLE         IL    60048     SFD      77.27                               0.250                  0.016      0.859
4635275    DEL MAR              CA    92014     SFD      68.75                               0.250                  0.016      0.234
4637760    KNOXVILLE            TN    37922     SFD      90.00                               0.250                  0.016      0.859
</TABLE>


<PAGE>


                                   EXHIBIT F-3


            [Schedule of Mortgage Loans Serviced by Other Servicers]

NASCOR
NMI / 1997-16 Exhibit F-3
20 & 30 YEAR FIXED RATE
RELOCATION LOANS


<TABLE>
<CAPTION>


                                                                              NET                                         CUT-OFF
  MORTGAGE                                                     MORTGAGE    MORTGAGE     CURRENT   ORIGINAL  SCHEDULED       DATE
    LOAN                                      ZIP   PROPERTY   INTEREST    INTEREST     MONTHLY    TERM TO   MATURITY    PRINCIPAL
   NUMBER            CITY           STATE    CODE     TYPE       RATE        RATE       PAYMENT   MATURITY     DATE       BALANCE
   ------            ----           -----    ----     ----       ----        ----       -------   --------     ----       -------
<S>          <C>                      <C>    <C>       <C>       <C>         <C>       <C>           <C>     <C>        <C>
4608640      MOUNT OLIVE TOWNSHIP     NJ     07828     SFD       7.625       6.750     $1,911.05     360     1-Aug-27   $269,804.58
4616086      SAN JOSE                 CA     95133     SFD       7.250       6.750     $1,946.25     360     1-Aug-27   $285,077.44
4618560      WASHINGTON TOWNSHIP      NJ     07853     SFD       7.500       6.750     $1,778.81     360     1-Aug-27   $254,211.19
4619550      HAWTHORN WOODS           IL     60047     SFD       7.750       6.750     $1,934.32     360     1-Sep-27   $270,000.00
4622289      COLUMBUS                 OH     43221     SFD       7.375       6.750     $3,121.86     360     1-Aug-27   $451,656.06
4626124      FRANKLIN                 TN     37067     SFD       7.125       6.750     $1,849.36     360     1-Sep-27   $274,500.00
4632935      SALT LAKE CITY           UT     84093     SFD       7.625       6.750     $1,919.54     360     1-Jun-27   $270,607.38
4632942      PRINCETON JUNCTION       NJ     08550     SFD       7.625       6.750     $2,385.27     360     1-Jul-27   $336,510.61
4633232      NEW HOPE                 PA     18938     SFD       7.750       6.750     $1,977.30     360     1-Jun-27   $275,214.49
4633250      EAST LYME                CT     06333     SFD       7.125       6.750     $1,509.13     360     1-Jan-27   $222,536.78
4633272      BLUE BELL                PA     19422     SFD       7.625       6.750     $2,187.08     360     1-May-27   $308,096.82
4633677      HAGERSTOWN               MD     21742     SFD       7.625       6.750     $2,337.85     360     1-Jun-27   $329,578.22
4633850      SANDY                    UT     84092     SFD       7.500       6.750     $1,573.24     360     1-Aug-27   $224,833.01
4633896      PLEASANTON               CA     94566     SFD       7.375       6.750     $1,839.96     360     1-Aug-27   $266,197.29
4633925      ROCHESTER                MI     48306     SFD       7.375       6.750     $2,624.57     360     1-Aug-27   $379,710.85
4634340      CHAGRIN FALLS            OH     44022     SFD       7.375       6.750     $1,657.63     360     1-Jul-27   $239,633.62
4634355      SARASOTA                 FL     34242     SFD       7.375       6.750     $1,933.90     360     1-Jul-27   $279,572.55
4634387      ALAMO                    CA     94507     SFD       8.125       6.750     $3,363.52     360     1-Jun-27   $452,104.97
4634395      CHESTERFIELD             MO     63005     SFD       7.625       6.750     $3,170.92     360     1-Jul-27   $447,349.44
4634410      PRINCETON                NJ     08540     SFD       7.500       6.750     $3,845.68     360     1-Jul-27   $549,181.09
4634455      CHAPPAQUA                NY     10514     SFD       7.250       6.750     $4,093.06     360     1-Jul-27   $599,061.05
4634652      KENNETT SQUARE           PA     19348     SFD       7.500       6.750     $2,097.65     360     1-Jul-27   $299,098.21
4634669      SUGAR LAND               TX     77479     SFD       7.625       6.750     $1,834.61     360     1-Jul-27   $258,823.59
4634687      SAN RAMON                CA     94583     SFD       7.875       6.750     $1,993.95     360     1-Jul-27   $274,620.24
4634695      HOUSTON                  TX     77024     SFD       7.625       6.750     $2,378.19     360     1-Jun-27   $335,265.78
4634708      CORRALES                 NM     87048     SFD       7.750       6.750     $1,570.38     360     1-Jun-27   $218,732.86
4634746      VENICE                   CA     90291     LCO       8.375       6.750     $2,005.84     360     1-Jul-27   $263,570.78
4636842      SCOTTSDALE               AZ     85259     SFD       7.750       6.750     $1,791.03     360     1-Aug-27   $249,823.55
4637881      TOWNSHIP OF BRIGHTON     MI     48116     SFD       7.250       6.750     $1,828.24     360     1-Aug-27   $267,790.93
4637889      RIDGEFIELD               CT     06877     SFD       7.750       6.750     $2,557.60     360     1-Aug-27   $356,748.02
4637911      SAN JOSE                 CA     95123     SFD       7.375       6.750     $1,906.26     360     1-Aug-27   $275,789.99
4637951      LAGUNA NIGUEL            CA     92677     SFD       7.500       6.750     $1,789.99     360     1-Aug-27   $255,810.01
4637960      DARIEN                   CT     06820     SFD       7.625       6.750     $1,840.27     360     1-Aug-27   $259,811.81
4637973      CHAPPAQUA                NY     10514     SFD       7.125       6.750     $2,273.81     360     1-Sep-27   $337,500.00
4637991      WILMINGTON               DE     19803     SFD       7.000       6.750     $1,546.83     360     1-Aug-27   $232,284.41
4638004      SCOTTSDALE               AZ     85260     SFD       7.000       6.750     $4,064.67     360     1-Sep-27   $610,950.00
4638009      WAUKEE                   IA     50263     SFD       7.375       6.750     $2,210.17     360     1-Aug-27   $319,756.50

                                                                                                                     $11,801,814.12
</TABLE>
COUNT:                          37
WAC:                   7.500990774
WAM:                   358.2967584
WALTV:                 77.28314827

<TABLE>
<CAPTION>


  MORTGAGE                                                                       MORTGAGE               T.O.P.     MASTER   FIXED
    LOAN                                      ZIP   PROPERTY                     INSURANCE   SERVICE   MORTGAGE   SERVICE  RETAINED
   NUMBER            CITY           STATE    CODE     TYPE     LTV    SUBSIDY      CODE        FEE       LOAN       FEE     YIELD
   ------            ----           -----    ----     ----     ---    -------      ----        ---       ----       ---     -----
<S>          <C>                      <C>    <C>       <C>    <C>      <C>        <C>         <C>        <C>       <C>      <C>
4608640      MOUNT OLIVE TOWNSHIP     NJ     07828     SFD    78.03                           0.250                0.016    0.859
4616086      SAN JOSE                 CA     95133     SFD    90.00                 13        0.250                0.016    0.484
4618560      WASHINGTON TOWNSHIP      NJ     07853     SFD    80.00                           0.250                0.016    0.734
4619550      HAWTHORN WOODS           IL     60047     SFD    72.97                           0.250                0.016    0.984
4622289      COLUMBUS                 OH     43221     SFD    80.00                           0.250                0.016    0.609
4626124      FRANKLIN                 TN     37067     SFD    90.00                 24        0.250                0.016    0.359
4632935      SALT LAKE CITY           UT     84093     SFD    80.00                           0.250                0.016    0.859
4632942      PRINCETON JUNCTION       NJ     08550     SFD    65.82                           0.250                0.016    0.859
4633232      NEW HOPE                 PA     18938     SFD    80.00                           0.250                0.016    0.984
4633250      EAST LYME                CT     06333     SFD    80.00                           0.250                0.016    0.359
4633272      BLUE BELL                PA     19422     SFD    71.37                           0.250                0.016    0.859
4633677      HAGERSTOWN               MD     21742     SFD    90.00                 11        0.250                0.016    0.859
4633850      SANDY                    UT     84092     SFD    92.98                 12        0.250                0.016    0.734
4633896      PLEASANTON               CA     94566     SFD    80.00                           0.250                0.016    0.609
4633925      ROCHESTER                MI     48306     SFD    80.00                           0.250                0.016    0.609
4634340      CHAGRIN FALLS            OH     44022     SFD    88.89                 01        0.250                0.016    0.609
4634355      SARASOTA                 FL     34242     SFD    80.00                           0.250                0.016    0.609
4634387      ALAMO                    CA     94507     SFD    76.13                           0.250                0.016    1.359
4634395      CHESTERFIELD             MO     63005     SFD    80.00                           0.250                0.016    0.859
4634410      PRINCETON                NJ     08540     SFD    73.33                           0.250                0.016    0.734
4634455      CHAPPAQUA                NY     10514     SFD    43.64                           0.250                0.016    0.484
4634652      KENNETT SQUARE           PA     19348     SFD    78.95                           0.250                0.016    0.734
4634669      SUGAR LAND               TX     77479     SFD    74.06                           0.250                0.016    0.859
4634687      SAN RAMON                CA     94583     SFD    74.32                           0.250                0.016    1.109
4634695      HOUSTON                  TX     77024     SFD    80.00                           0.250                0.016    0.859
4634708      CORRALES                 NM     87048     SFD    80.00                           0.250                0.016    0.984
4634746      VENICE                   CA     90291     LCO    79.99                           0.250                0.016    1.609
4636842      SCOTTSDALE               AZ     85259     SFD    72.46                           0.250                0.016    0.984
4637881      TOWNSHIP OF BRIGHTON     MI     48116     SFD    79.96                           0.250                0.016    0.484
4637889      RIDGEFIELD               CT     06877     SFD    79.87                           0.250                0.016    0.984
4637911      SAN JOSE                 CA     95123     SFD    80.00                           0.250                0.016    0.609
4637951      LAGUNA NIGUEL            CA     92677     SFD    80.00                           0.250                0.016    0.734
4637960      DARIEN                   CT     06820     SFD    66.33                           0.250                0.016    0.859
4637973      CHAPPAQUA                NY     10514     SFD    75.00                           0.250                0.016    0.359
4637991      WILMINGTON               DE     19803     SFD    87.08                 13        0.250                0.016    0.234
4638004      SCOTTSDALE               AZ     85260     SFD    80.00                           0.250                0.016    0.234
4638009      WAUKEE                   IA     50263     SFD    80.00                           0.250                0.016    0.609
</TABLE>

NASCOR
NMI / 1997-16 Exhibit F-3
20 & 30 YEAR FIXED RATE RELOCATION LOANS





MORTGAGE                                                    NMI
LOAN                                                       LOAN
NUMBER        SERVICER                                    SELLER

4608640       HUNTINGTON MORTGAGE COMPANY        HUNTINGTON MORTGAGE COMPANY
4616086       HUNTINGTON MORTGAGE COMPANY        HUNTINGTON MORTGAGE COMPANY
4618560       HUNTINGTON MORTGAGE COMPANY        HUNTINGTON MORTGAGE COMPANY
4619550       HUNTINGTON MORTGAGE COMPANY        HUNTINGTON MORTGAGE COMPANY
4622289       HUNTINGTON MORTGAGE COMPANY        HUNTINGTON MORTGAGE COMPANY
4626124       HUNTINGTON MORTGAGE COMPANY        HUNTINGTON MORTGAGE COMPANY
4632935       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4632942       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4633232       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4633250       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4633272       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4633677       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4633850       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4633896       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4633925       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634340       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634355       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634387       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634395       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634410       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634455       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634652       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634669       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634687       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634695       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634708       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4634746       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4636842       FT MORTGAGE COMPANIES              FT MORTGAGE COMPANIES
4637881       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4637889       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4637911       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4637951       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4637960       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4637973       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4637991       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4638004       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.
4638009       CITICORP MORTGAGE, INC.            CITICORP MORTGAGE, INC.

COUNT:                                        37
WAC:                                 7.500990774
WAM:                                 358.2967584
WALTV:                               77.28314827

<PAGE>


                                    EXHIBIT G


                               REQUEST FOR RELEASE
                             (for Trustee/Custodian)


Loan Information

         Name of Mortgagor:              -----------------------------

         Servicer
         Loan No.:                       -----------------------------

Custodian/Trustee

         Name:                           -----------------------------

         Address:                        -----------------------------

                                         -----------------------------
         Custodian/Trustee
         Mortgage File No.:              -----------------------------

Seller

         Name:                           -----------------------------

         Address:                        -----------------------------

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

         Certificates:                   Mortgage Pass-Through Certificates,
                                         Series 1997-16


     The undersigned  Master Servicer hereby  acknowledges  that it has received
from  First  Union  National  Bank,  as  Trustee  for the  Holders  of  Mortgage
Pass-Through Certificates,  Series 1997-16, the documents referred to below (the
"Documents").  All capitalized  terms not otherwise  defined in this Request for
Release  shall  have  the  meanings  given  them in the  Pooling  and  Servicing
Agreement dated as of September 29, 1997 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.

(  ) Promissory Note dated  --------------,  199--, in the original  principal
     sum of $-----------, made by --------------------,  payable to, or endorsed
     to the order of, the Trustee.

(  )  Mortgage   recorded   on   ---------------------   as   instrument   no.
     --------------   in  the  County   Recorder's   Office  of  the  County  of
     --------------------,  State of ----------------------- in book/reel/docket
     -------------------- of official records at page/image ------------.

(  )  Deed  of  Trust  recorded  on  --------------------  as  instrument  no.
     -----------------  in  the  County  Recorder's  Office  of  the  County  of
     -------------------,   State  of   -----------------   in  book/reel/docket
     -------------------- of official records at page/image ------------.

(  )  Assignment  of  Mortgage  or Deed of Trust to the  Trustee,  recorded on
     ------------------------------  as  instrument  no.  --------------  in the
     County Recorder's Office of the County of ----------------------,  State of
     --------------------- in book/reel/docket  -------------------- of official
     records at page/image ------------.

(  )  Other  documents,   including  any  amendments,   assignments  or  other
     assumptions of the Mortgage Note or Mortgage.

         (  )  ---------------------------------------------

         (  )  ---------------------------------------------

         (  )  ---------------------------------------------

         (  )  ---------------------------------------------

         The  undersigned  Master  Servicer  hereby  acknowledges  and agrees as
follows:

               (1) The Master  Servicer shall hold and retain  possession of the
          Documents  in trust for the  benefit  of the  Trustee,  solely for the
          purposes provided in the Agreement.

               (2) The Master  Servicer  shall not cause or permit the Documents
          to become  subject to, or encumbered  by, any claim,  liens,  security
          interest,  charges, writs of attachment or other impositions nor shall
          the Master  Servicer  assert or seek to assert any claims or rights of
          setoff to or against the Documents or any proceeds thereof.

               (3) The Master Servicer shall return the Documents to the Trustee
          when the need  therefor no longer  exists,  unless the  Mortgage  Loan
          relating to the Documents has been liquidated and the proceeds thereof
          have been remitted to the Certificate  Account and except as expressly
          provided in the Agreement.

               (4)  The  Documents  and  any  proceeds  thereof,  including  any
          proceeds of  proceeds,  coming into the  possession  or control of the
          Master Servicer shall at all times be earmarked for the account of the
          Trustee,  and the Master  Servicer  shall keep the  Documents  and any
          proceeds  separate and distinct from all other  property in the Master
          Servicer's possession, custody or control.

                                      NORWEST BANK MINNESOTA, NATIONAL
                                      ASSOCIATION

                                      By:  --------------------------

                                      Title: ------------------------
Date: ----------------, 19--


<PAGE>


                                    EXHIBIT H

                                                 AFFIDAVIT PURSUANT TO SECTION
                                                 860E(e)(4)  OF THE INTERNAL
                                                 REVENUE CODE OF 1986, AS
                                                 AMENDED, AND FOR NON-ERISA
                                                 INVESTORS

STATE OF          )
                  ) ss:
COUNTY OF         )

     [NAME OF OFFICER], being first duly sworn, deposes and says:

     1. That he is [Title of Officer] of [Name of Purchaser] (the  "Purchaser"),
a [description  of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.

     2. That the Purchaser's Taxpayer Identification Number is [ ].

     3. That the  Purchaser  is not a  "disqualified  organization"  within  the
meaning of Section  860E(e)(5),of  the Internal Revenue Code of 1986, as amended
(the "Code"),  or an ERISA  Prohibited  Holder,  and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer],  and that
the Purchaser is not acquiring  Norwest Asset  Securities  Corporation  Mortgage
Pass-Through Certificates, Series 1997-16, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker,  nominee,  or
other  middleman)  for,  any person or entity from which it has not  received an
affidavit  substantially  in the form of this affidavit.  For these purposes,  a
"disqualified  organization"  means the United  States,  any state or  political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its  activities  are  subject  to tax and a  majority  of its board of
directors  is  not  selected  by  such  governmental  entity),  any  cooperative
organization  furnishing  electric  energy or  providing  telephone  service  to
persons  in rural  areas as  described  in Code  Section  1381(a)(2)(C),  or any
organization (other than a farmers'  cooperative  described in Code Section 521)
that is exempt from taxation under the Code unless such  organization is subject
to the tax on unrelated  business  income imposed by Code Section 511. For these
purposes,  an "ERISA Prohibited  Holder" means an employee benefit plan or other
retirement  arrangement  subject to Title I of the  Employee  Retirement  Income
Security  Act  of  1974,  as  amended  ("ERISA"),  or  Code  Section  4975  or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a  material  extent,  similar  to the  foregoing
provisions of ERISA or the Code  (collectively,  a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.

     4. That the Purchaser historically has paid its debts as they have come due
and  intends to pay its debts as they come due in the  future and the  Purchaser
intends to pay taxes  associated  with holding the Class A-R Certificate as they
become due.

     5. That the Purchaser  understands  that it may incur tax liabilities  with
respect to the Class A-R  Certificate  in excess of cash flows  generated by the
Class A-R Certificate.

     6. That the Purchaser  will not transfer the Class A-R  Certificate  to any
person  or entity  from  which  the  Purchaser  has not  received  an  affidavit
substantially  in the form of this  affidavit  and as to which the Purchaser has
actual  knowledge that the  requirements set forth in paragraph 3, 4 or 7 hereof
are not  satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.

     7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a
U.S.  Person (a  "Non-U.S.  Person")  that  holds the Class A-R  Certificate  in
connection  with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective  Internal Revenue
Service  Form 4224 or successor  form at the time and in the manner  required by
the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally  recognized tax counsel to the effect
that the transfer of the Class A-R  Certificate to it is in accordance  with the
requirements  of the Code and the  regulations  promulgated  thereunder and that
such transfer of the Class A-R  Certificate  will not be disregarded for federal
income tax  purposes.  "U.S.  Person"  means a citizen or resident of the United
States,  a  corporation,  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 (i) for taxable years beginning after December 31, 1996
(or  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 U.S. Persons
have the  authority to control all  substantial  decisions of such trust or (ii)
for all other taxable  years,  such trust is subject to U.S.  federal income tax
regardless of the source of its income.

     8.  That  the  Purchaser  agrees  to such  amendments  of the  Pooling  and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified  organization," an
agent thereof,  an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.

     9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters  person" of the REMIC  pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable  law, to act as tax matters person if requested to do
so.


<PAGE>


     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this --- day of , 19 --.

                               [NAME OF PURCHASER]


                               By:--------------------------
                                  [Name of Officer]
                                  [Title of Officer]


     Personally  appeared before me the above-named [Name of Officer],  known or
proved to me to be the same person who executed the foregoing  instrument and to
be the [Title of Officer],  of the  Purchaser,  and  acknowledged  to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.


     Subscribed and sworn before me this -- day of ----------, 19--.


- -----------------------------
NOTARY PUBLIC

COUNTY OF -----------------

STATE OF ------------------

My commission expires the -- day of ----------, 19--.


<PAGE>


                                    EXHIBIT I




                [Letter from Transferor of Class A-R Certificate]





                                     [Date]




First Union National Bank
230 South Tryon Street
Charlotte, North Carolina  28288

                  Re:      Norwest Asset Securities Corporation,
                           Series 1997-16, Class A-R
                           -------------------------------------

Ladies and Gentlemen:
     [Transferor] has reviewed the attached  affidavit of [Transferee],  and has
no actual  knowledge  that such  affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
                                Very truly yours,
                                [Transferor]

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


<PAGE>


                                    EXHIBIT J



                      NORWEST ASSET SECURITIES CORPORATION


                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1997-16
                    CLASS [A-PO][B-3][B-4][B-5] CERTIFICATES


                               TRANSFEREE'S LETTER



                                                   ----------------- --, ----

First Union National Bank
230 South Tryon Street
Charlotte, North Carolina  28288


Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703

     The  undersigned  (the  "Purchaser")  proposes  to purchase  Norwest  Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-16, Class
[A-PO][B-3][B-4][B-5]    Certificates    (the    "Class    [A-PO][B-3][B-4][B-5]
Certificates")  in the  principal  amount  of  $-----------.  In doing  so,  the
Purchaser hereby acknowledges and agrees as follows:

     Section 1. Definitions. Each capitalized term used herein and not otherwise
defined  herein  shall  have  the  meaning  ascribed  to it in the  Pooling  and
Servicing Agreement,  dated as of September 29, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities  Corporation,  as seller  ("NASCOR"),
Norwest Bank Minnesota,  National  Association,  as master servicer (the "Master
Servicer") and First Union National Bank, as trustee (the "Trustee"), of Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-16.

     Section 2.  Representations and Warranties of the Purchaser.  In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:

          (a) The  Purchaser  is duly  organized,  validly  existing and in good
     standing  under  the laws of the  jurisdiction  in which the  Purchaser  is
     organized,  is  authorized  to invest  in the  Class  [A-PO][B-3][B-4][B-5]
     Certificates,  and to enter  into this  Agreement,  and duly  executed  and
     delivered this Agreement.

          (b)  The  Purchaser  is  acquiring  the  Class   [A-PO][B-3][B-4][B-5]
     Certificates  for its own account as  principal  and not with a view to the
     distribution thereof, in whole or in part.

          [(c) The Purchaser has knowledge of financial and business matters and
     is capable of evaluating the merits and risks of an investment in the Class
     [A-PO][B-3][B-4][B-5]   Certificates;   the   Purchaser   has  sought  such
     accounting,  legal and tax advice as it has considered necessary to make an
     informed  investment  decision;  and the  Purchaser  is  able  to bear  the
     economic  risk  of  an   investment  in  the  Class   [A-PO][B-3][B-4][B-5]
     Certificates and can afford a complete loss of such investment.]

          [(c) The  Purchaser is a "Qualified  Institutional  Buyer"  within the
     meaning of Rule 144A of the Act.]

          (d) The  Purchaser  confirms  that (a) it has  received and reviewed a
     copy  of the  Private  Placement  Memorandum  dated  ----------  --,  19--,
     relating to the Class  [A-PO][B-3][B-4][B-5]  Certificates and reviewed, to
     the  extent  it deemed  appropriate,  the  documents  attached  thereto  or
     incorporated  by reference  therein,  (b) it has had the opportunity to ask
     questions  of,  and  receive  answers  from  NASCOR  concerning  the  Class
     [A-PO][B-3][B-4][B-5]  Certificates and all matters relating  thereto,  and
     obtain any additional  information  (including  documents)  relevant to its
     decision  to purchase  the Class  [A-PO][B-3][B-4][B-5]  Certificates  that
     NASCOR possesses or can possess without  unreasonable effort or expense and
     (c) it has undertaken its own independent analysis of the investment in the
     Class  [A-PO][B-3][B-4][B-5]  Certificates.  The Purchaser  will not use or
     disclose any information it receives in connection with its purchase of the
     Class  [A-PO][B-3][B-4][B-5]  Certificates  other than in connection with a
     subsequent sale of Class [A-PO][B-3][B-4][B-5] Certificates.

          (e) Either (i) the Purchaser is not an employee  benefit plan or other
     retirement arrangement subject to Title I of the Employee Retirement Income
     Security  Act of  1974,  as  amended,  ("ERISA"),  or  Section  4975 of the
     Internal  Revenue Code of 1986, as amended (the "Code"),  or a governmental
     plan, as defined in Section 3(32) of ERISA subject to any federal, state or
     local law ("Similar  Law") which is, to a material  extent,  similar to the
     foregoing  provisions  of ERISA or the Code  (collectively,  a "Plan"),  an
     agent  acting on behalf of a Plan,  or a person  utilizing  the assets of a
     Plan or (ii) [for Class [B-3][B-4][B-5] Certificates only] if the Purchaser
     is an  insurance  company,  the source of funds used to purchase  the Class
     [B-3][B-4][B-5]  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 (iii) the Purchaser has provided
     (a) a "Benefit Plan Opinion"  satisfactory to NASCOR and the Trustee of the
     Trust Estate and (b) such other opinions of counsel, officers' certificates
     and  agreements  as NASCOR or the  Master  Servicer  may have  required.  A
     Benefit  Plan  Opinion is an  opinion  of  counsel  to the effect  that the
     proposed  transfer  will not  cause the  assets  of the Trust  Estate to be
     regarded  as  "plan  assets"  and  subject  to the  prohibited  transaction
     provisions  of ERISA,  the Code or  Similar  Law and will not  subject  the
     Trustee, the Seller or the Master Servicer to any obligation in addition to
     those  undertaken in the Pooling and  Servicing  Agreement  (including  any
     liability for civil  penalties or excise taxes  imposed  pursuant to ERISA,
     Section 4975 of the Code or Similar Law).

          (f)  If the  Purchaser  is a  depository  institution  subject  to the
     jurisdiction of the Office of the Comptroller of the Currency ("OCC"),  the
     Board of  Governors  of the Federal  Reserve  System  ("FRB"),  the Federal
     Deposit Insurance  Corporation  ("FDIC"),  the Office of Thrift Supervision
     ("OTS") or the National Credit Union Administration ("NCUA"), the Purchaser
     has reviewed the "Supervisory  Policy  Statement on Securities  Activities"
     dated January 28, 1992 of the Federal  Financial  Institutions  Examination
     Council and the April 15, 1994 Interim  Revision  thereto as adopted by the
     OCC,  FRB,  FDIC,  OTS and NCUA  (with  modifications  as  applicable),  as
     appropriate,  other applicable  investment  authority,  rules,  supervisory
     policies and guidelines of these  agencies and, to the extent  appropriate,
     state banking  authorities and has concluded that its purchase of the Class
     [A-PO][B-3][B-4][B-5] Certificates is in compliance therewith.

          Section 3. Transfer of Class [A-PO][B-3][B-4][B-5] Certificates.

          (a) The  Purchaser  understands  that the Class  [A-PO][B-3][B-4][B-5]
     Certificates have not been registered under the Securities Act of 1933 (the
     "Act") or any state securities laws and that no transfer may be made unless
     the Class  [A-PO][B-3][B-4][B-5]  Certificates are registered under the Act
     and  applicable  state law or  unless an  exemption  from  registration  is
     available.  The Purchaser  further  understands  that neither  NASCOR,  the
     Master  Servicer  nor the Trustee is under any  obligation  to register the
     Class [A-PO][B-3][B-4][B-5] Certificates or make an exemption available. In
     the event that such a transfer is to be made in reliance  upon an exemption
     from the Act or applicable  state  securities  laws,  (i) the Trustee shall
     require,   in  order  to  assure   compliance  with  such  laws,  that  the
     Certificateholder's  prospective  transferee  certify  to  NASCOR  and  the
     Trustee  as to the  factual  basis for the  registration  or  qualification
     exemption  relied  upon,  and (ii) unless the  transferee  is a  "Qualified
     Institutional  Buyer"  within  the  meaning  of Rule  144A of the Act,  the
     Trustee or NASCOR may, if such transfer is made within three years from the
     later of (a) the Closing  Date or (b) the last date on which  NASCOR or any
     affiliate  thereof  was  a  holder  of  the  Certificates  proposed  to  be
     transferred,  require an Opinion of Counsel that such  transfer may be made
     pursuant to an  exemption  from the Act and state  securities  laws,  which
     Opinion of  Counsel  shall not be an  expense  of the  Trustee,  the Master
     Servicer  or NASCOR.  Any such  Certificateholder  desiring  to effect such
     transfer shall, and does hereby agree to, indemnify the Trustee, the Master
     Servicer,  any  Paying  Agent  acting on behalf of the  Trustee  and NASCOR
     against any  liability  that may result if the transfer is not so exempt or
     is not made in accordance with such federal and state laws.

          (b) No transfer of a Class [A-PO][B-3][B-4][B-5]  Certificate shall be
     made  unless  the  transferee  provides  NASCOR  and  the  Trustee  with  a
     Transferee's Letter, substantially in the form of this Agreement.

          (c) The Purchaser  acknowledges  that its Class  [A-PO][B-3][B-4][B-5]
     Certificates  bear a legend  setting forth the applicable  restrictions  on
     transfer.


<PAGE>


     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized  representative as of the day and the year first
above written.

                                   [PURCHASER]



                                   By:  ------------------------------

                                   Its:  ------------------------------


<PAGE>


                                    EXHIBIT K



                      NORWEST ASSET SECURITIES CORPORATION


                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1997-16
                       CLASS [M] [B-1] [B-2] CERTIFICATES


                               TRANSFEREE'S LETTER




                                            ---------------- --, ----

First Union National Bank
230 South Tryon Street
Charlotte, North Carolina  28288


Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703

     The  undersigned  (the  "Purchaser")  proposes  to purchase  Norwest  Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-16, Class
[M] [B-1] [B-2]  Certificates (the "Class [M] [B-1] [B-2]  Certificates") in the
principal amount of $-----------. In doing so, the Purchaser hereby acknowledges
and agrees as follows:

     Section 1. Definitions. Each capitalized term used herein and not otherwise
defined  herein  shall  have  the  meaning  ascribed  to it in the  Pooling  and
Servicing Agreement,  dated as of September 29, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities  Corporation,  as seller  ("NASCOR"),
Norwest Bank Minnesota,  National  Association,  as master servicer (the "Master
Servicer") and First Union National Bank, as trustee (the  "Trustee") of Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-16.

     Section 2.  Representations and Warranties of the Purchaser.  In connection
with the proposed transfer, the Purchaser represents and warrants to the NASCOR,
the Master Servicer and the Trustee that:

          Either (i) the  Purchaser  is not an  employee  benefit  plan or other
     retirement arrangement subject to Title I of the Employee Retirement Income
     Security  Act of  1974,  as  amended,  ("ERISA"),  or  Section  4975 of the
     Internal  Revenue Code of 1986, as amended (the "Code"),  or a governmental
     plan, as defined in Section 3(32) of ERISA subject to any federal, state or
     local law ("Similar  Law") which is, to a material  extent,  similar to the
     foregoing  provisions  of ERISA or the Code  (collectively,  a "Plan"),  an
     agent  acting on behalf of a Plan,  or a person  utilizing  the assets of a
     Plan or (ii) if the Purchaser is an insurance company,  the source of funds
     used to purchase  the Class [M] [B-1] [B-2]  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,  exceed  10% of the  total  of all
     reserves  and  liabilities  of such  general  account (as such  amounts are
     determined  under Section I(a) of PTE 95-60) at the date of  acquisition or
     (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"  satisfactory
     to NASCOR and the Trustee of the Trust  Estate and (b) such other  opinions
     of counsel,  officers'  certificates and agreements as NASCOR or the Master
     Servicer may have required. A Benefit Plan Opinion is an opinion of counsel
     to the effect that the proposed  transfer  will not cause the assets of the
     Trust Estate to be regarded as "plan assets" and subject to the  prohibited
     transaction  provisions  of  ERISA,  the Code or  Similar  Law and will not
     subject the Trustee, the Seller or the Master Servicer to any obligation in
     addition  to  those  undertaken  in the  Pooling  and  Servicing  Agreement
     (including  any  liability  for civil  penalties  or excise  taxes  imposed
     pursuant to ERISA, Section 4975 of the Code or Similar Law).

         IN WITNESS  WHEREOF,  the  undersigned  has caused this Agreement to be
validly  executed by its duly  authorized  representative  as of the day and the
year first above written.

                                   [PURCHASER]



                                   By:  -----------------------------

                                   Its: -----------------------------

                                   [Reserved]


<PAGE>


                                    EXHIBIT L




                The Huntington Mortgage Corp. Servicing Agreement

                           FT Mortgage Companies, Inc.

                   Citicorp Mortgage Inc. Servicing Agreement

                   Norwest Mortgage, Inc. Servicing Agreement


<PAGE>


                                    EXHIBIT M
                      [FORM OF SPECIAL SERVICING AGREEMENT]

                 SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT

         This SPECIAL  SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement")
is made and  entered  into as of ,  between  Norwest  Bank  Minnesota,  National
Association (the "Company" and "Norwest Bank") and (the "Purchaser").

                              PRELIMINARY STATEMENT

     ------------------  is the holder of the entire  interest in Norwest  Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-16, Class
- ---- (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling  and  Servicing  Agreement  dated as of  September  29,  1997 among
Norwest  Asset  Securities  Corporation,  as  Seller  ("NASCOR"),  Norwest  Bank
Minnesota,  National  Association,  as Master  Servicer and First Union National
Bank, as Trustee.

     ------------------------- intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.

         In connection  with such sale,  the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements,  the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate  related  to the above  referenced  series  under the  related  servicing
agreements (each a related "Servicing Agreement"),  to engage in certain special
servicing  procedures relating to foreclosures for the benefit of the Purchaser,
and that the  Purchaser  will deposit  funds in a  collateral  fund to cover any
losses  attributable  to such  procedures  as well as all  advances and costs in
connection therewith, as set forth herein.

         In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged,  the Company and the Purchaser
agree that the following  provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:


                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01 Defined Terms

     Whenever used in this Agreement,  the following  words and phrases,  unless
the context otherwise requires, shall have the following meanings:

     Business  Day:  Any day other than (i) a Saturday or a Sunday or (ii) a day
on  which  banking  institutions  in the  State  of New  York  are  required  or
authorized by law or executive order to be closed.

     Collateral  Fund: The fund  established and maintained  pursuant to Section
3.01 hereof.

     Collateral  Fund  Permitted  Investments:  Either  (i)  obligations  of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality  thereof,  provided such obligations are backed
by the full faith and  credit of the United  States,  (ii) a money  market  fund
rated in the highest rating  category by a nationally  recognized  rating agency
selected by the Company,  (iii) cash,  (iv) mortgage  pass-through  certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both  non-interest-bearing  discount obligations
and interest-bearing  obligations payable on demand or on a specified date), the
issuer of which may be an affiliate  of the Company,  having at the time of such
investment a rating of at least A-1 by Standard  and Poor's  ("S&P") or at least
P-1 by Moody's  Investors  Service,  Inc.  ("Moody's")  or (vi)  demand and time
deposits in,  certificates  of deposit of, any  depository  institution or trust
company (which may be an affiliate of the Company)  incorporated  under the laws
of the United States of America or any state thereof and subject to  supervision
and examination by federal and/or state banking  authorities,  so long as at the
time of such  investment  either  (x) the  long-term  debt  obligations  of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured  short-term debt
obligations of such depository  institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the  depository  institution  or trust
company is one that is acceptable to either  Moody's or S&P and, for each of the
preceding  clauses (i), (iv),  (v) and (vi),  the maturity  thereof shall be not
later  than the  earlier  to occur of (A) 30 days  from the date of the  related
investment  and (B) the next  succeeding  Distribution  Date as  defined  in the
related Pooling and Servicing Agreement.

     Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust,  including  (i) in the case of a mortgage,  any filing or
service of process necessary to commence an action to foreclose,  or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale,  but not including in either case (x) any notice of default,  notice of
intent to  foreclose  or sell or any other  action  prerequisite  to the actions
specified  in (i) or  (ii)  above,  (y)  the  acceptance  of a  deed-in-lieu  of
foreclosure  (whether  in  connection  with a sale of the  related  property  or
otherwise) or (z) initiation and completion of a short pay-off.

     Current  Appraisal:  With  respect  to any  Mortgage  Loan as to which  the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged  Property  obtained  by the  Purchaser  at its  own  expense  from  an
independent  appraiser  (which  shall  not be an  affiliate  of  the  Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of  the  Purchaser's  election,   prepared  based  on  the  Company's  customary
requirements for such appraisals.

     Election to Delay  Foreclosure:  Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).

     Election to  Foreclose:  Any election by the  Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).

     Monthly Advances:  Principal and interest  advances and servicing  advances
including costs and expenses of foreclosure.

     Required  Collateral  Fund  Balance:  As of any date of  determination,  an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral  Fund pursuant to Section  2.02(d)  (after  adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all  withdrawals  and deposits  pursuant to Section  2.03(c)) and
Section  3.02 to be reduced by all  withdrawals  therefrom  pursuant  to Section
2.02(g) and Section 2.03(d).

     Section 1.02 Definitions Incorporated by Reference

     All  capitalized  terms not otherwise  defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.


                                   ARTICLE II

                          SPECIAL SERVICING PROCEDURES

     Section 2.01 Reports and Notices

     (a) In connection  with the performance of its duties under the Pooling and
Servicing  Agreement  relating to the realization upon defaulted Mortgage Loans,
the Company as Master  Servicer  shall  provide to the  Purchaser  the following
notices and reports:

          (i)  Within  five  Business  Days  after  each  Distribution  Date (or
     included in or with the monthly statements to  Certificateholders  pursuant
     to the Pooling and Servicing Agreement),  the Company, shall provide to the
     Purchaser a report,  using the same  methodology  and  calculations  in its
     standard servicing  reports,  indicating for the Trust Estate the number of
     Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
     more  delinquent  or (D) in  foreclosure,  and  indicating  for  each  such
     Mortgage Loan the loan number and outstanding principal balance.

          (ii) Prior to the  Commencement  of Foreclosure in connection with any
     Mortgage  Loan,  the Company shall cause (to the extent that the Company as
     Master  Servicer  is  granted  such  authority  in  the  related  Servicing
     Agreement)  the  Servicer to provide the  Purchaser  with a notice (sent by
     telecopier)  of such  proposed and imminent  foreclosure,  stating the loan
     number and the aggregate  amount owing under the Mortgage Loan. Such notice
     may be provided to the Purchaser in the form of a copy of a referral letter
     from  such  Servicer  to  an  attorney   requesting   the   institution  of
     foreclosure.

     (b) If requested by the Purchaser, the Company shall cause the Servicer (to
the extent that the Company as Master  Servicer is granted such authority in the
related Servicing  Agreement) to make its servicing  personnel available (during
their normal business hours) to respond to reasonable inquiries,  by phone or in
writing  by  facsimile,  electronic,  or  overnight  mail  transmission,  by the
Purchaser in  connection  with any Mortgage  Loan  identified  in a report under
subsection  (a) (i) (B),  (a) (i) (C),  (a) (i) (D),  or (a) (ii) which has been
given to the Purchaser;  provided,  that (1) the related  Servicer shall only be
required to provide  information  that is readily  accessible  to its  servicing
personnel and is  non-confidential  and (2) the related  Servicer  shall respond
within five Business Days orally or in writing by facsimile transmission.

     (c) In addition to the foregoing,  the Company shall cause the Servicer (to
the extent that the Company as Master  Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably  request  provided,  however,  that such information is
consistent with normal reporting  practices,  concerning each Mortgage Loan that
is at least ninety days  delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof;  provided, that the related
Servicer  shall  only  be  required  to  provide  information  that  is  readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will  reimburse the Company and the related  Servicer for any
out of pocket expenses.

     Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings

     (a) The  Purchaser  shall be deemed to direct the Company to direct (to the
extent that the  Company as Master  Servicer is granted  such  authority  in the
related  Servicing  Agreement)  the related  Servicer that in the event that the
Company does not receive written notice of the Purchaser's  election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening  non-Business
Days) of  transmission  of the notice provided by the Company under Section 2.01
(a) (ii)  subject to  extension  as set forth in Section  2.02(b),  the  related
Servicer may proceed with the  Commencement  of  Foreclosure  in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice  to the  Purchaser.  Any  foreclosure  that  has  been  initiated  may be
discontinued  (i) without  notice to the Purchaser if the Mortgage Loan has been
brought  current or if a refinancing  or  prepayment  occurs with respect to the
Mortgage  Loan  (including  by means of a short  payoff  approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement  with the  borrower.  In the latter  case,  the related  Servicer  may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.

     (b) In  connection  with any  Mortgage  Loan with respect to which a notice
under Section  2.01(a)(ii)  has been given to the  Purchaser,  the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted  such  authority  in the related  Servicing  Agreement,  the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of  Foreclosure.  Such  election  must be evidenced by written  notice  received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice  provided by the Company under Section  2.01(a)(ii).  Such 24 hour
period shall be extended for no longer than an  additional  four  Business  Days
after the  receipt  of the  information  if the  Purchaser  requests  additional
information related to such foreclosure;  provided,  however, that the Purchaser
will have at least one  Business  Day to  respond  to any  requested  additional
information.  Any such  additional  information  shall be  provided  only to the
extent  it (i) is not  confidential  in  nature  and (ii) is  obtainable  by the
related  Servicer  from  existing  reports,  certificates  or  statements  or is
otherwise readily  accessible to its servicing  personnel.  The Purchaser agrees
that it has no right to deal with the mortgagor during such period.  However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short  payoff,  the  Purchaser  will be notified and given two Business  Days to
respond.

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable,  but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.

     (d) Within two Business  Days of making any Election to Delay  Foreclosure,
the Purchaser  shall remit by wire  transfer to the Company,  for deposit in the
Collateral  Fund, an amount,  as calculated by the Company,  equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current  Appraisal  referred to in  subsection  (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof,  in which case the  required  deposit  under this  subsection  shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable  Mortgage  Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period  being  referred to herein as the "Excess  Period"),  within two Business
Days the  Purchaser  shall remit by wire  transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional  month's  interest,
as  calculated  by the Company,  equal to interest on the  Mortgage  Loan at the
applicable  Mortgage  Interest  Rate for the  Excess  Period.  The terms of this
Agreement  will no longer apply to the  servicing of any Mortgage  Loan upon the
failure of the  Purchaser  to deposit any of the above  amounts  relating to the
Mortgage Loan within two Business Days of the Election to Delay  Foreclosure  or
within two Business Days of the  commencement  of the Excess  Period  subject to
Section 3.01.

     (e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts  necessary to reimburse  the related  Servicer for all
related  Monthly  Advances  and  Liquidation  Expenses  thereafter  made by such
Servicer in accordance with the Pooling and Servicing  Agreement and the related
Servicing  Agreement.  To the  extent  that the  amount of any such  Liquidation
Expenses is determined by the Company based on estimated  costs,  and the actual
costs are  subsequently  determined  to be higher,  the Company may withdraw the
additional  amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure  action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited if and to
the extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited  pursuant  to the  Pooling  and  Servicing  Agreement  or the related
Servicing  Agreement,  applicable law or the related  mortgage  note.  Except as
provided in the preceding  sentence,  amounts withdrawn from the Collateral Fund
to cover Monthly  Advances and  Liquidation  Expenses  shall not be  redeposited
therein or otherwise reimbursed to the Purchaser.  If and when any such Mortgage
Loan  is  brought  current  by  the  mortgagor,  all  amounts  remaining  in the
Collateral  Fund in respect of such  Mortgage  Loan  (after  adjustment  for all
permitted  withdrawals  and  deposits  pursuant  to this  subsection)  shall  be
released to the Purchaser.

     (f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay  Foreclosure,  the related  Servicer shall continue to service
the Mortgage Loan in accordance  with its customary  procedures  (other than the
delay in  Commencement  of  Foreclosure  as  provided  herein).  If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related  Servicer may proceed with the  Commencement of Foreclosure.  In
any event,  if the Mortgage Loan is not brought  current by the mortgagor by the
time the loan becomes 6 months  delinquent,  the  Purchaser's  election shall no
longer be effective  and at the  Purchaser's  option,  either (i) the  Purchaser
shall  purchase  the Mortgage  Loan from the related  Trust Estate at a purchase
price equal to the fair market  value as shown on the Current  Appraisal,  to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency,  by wire transfer of immediately
available  funds from the  Purchaser  to the  Company for deposit in the related
Certificate  Account;  or (ii)  the  related  Servicer  shall  proceed  with the
Commencement of Foreclosure.

     (g) Upon the occurrence of a liquidation  with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay  Foreclosure and as to which
the  related  Servicer   proceeded  with  the  Commencement  of  Foreclosure  in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related  Mortgaged  Property
(net of  Liquidation  Expenses  and  accrued  interest  related to the  extended
foreclosure  period),  and the Company shall  withdraw the amount of such excess
from the  Collateral  Fund,  shall remit the same to the Trust Estate and in its
capacity as Master  Servicer  shall apply such amount as additional  Liquidation
Proceeds  pursuant to the Pooling and  Servicing  Agreement.  After  making such
withdrawal,  all amounts  remaining  in the  Collateral  Fund in respect of such
Mortgage  Loan (after  adjustment  for all  permitted  withdrawals  and deposits
pursuant to this Agreement) shall be released to the Purchaser.

     Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings

     (a) In  connection  with any  Mortgage  Loan  identified  in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master  Servicer is granted such  authority in
the  related  Servicing  Agreement,  the related  Servicer  to proceed  with the
Commencement  of  Foreclosure  as soon as  practicable.  Such  election  must be
evidenced by written notice  received by the Company by 5:00 p.m., New York City
time,  on the third  Business  Day  following  the delivery of such report under
Section 2.01(a)(i).

     (b) Within two  Business  Days of making any  Election  to  Foreclose,  the
Purchaser  shall remit to the Company,  for deposit in the  Collateral  Fund, an
amount,  as  calculated  by the  Company,  equal to 125% of the  current  unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the  applicable  Mortgage  Interest  Rate. If and when any such Mortgage
Loan is brought current by the mortgagor,  all amounts in the Collateral Fund in
respect of such Mortgage Loan (after  adjustment  for all permitted  withdrawals
and deposits  pursuant to this Agreement)  shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing  Agreement,  applicable law or the related mortgage note. The terms of
this  Agreement  will no longer apply to the servicing of any Mortgage Loan upon
the  failure of the  Purchaser  to deposit  the above  amounts  relating  to the
Mortgage Loan within two Business  Days of the Election to Foreclose  subject to
Section 3.01.

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election  to  Foreclose,  the  related  Servicer  shall  continue to service the
Mortgage  Loan  in  accordance  with  its  customary   procedures   (other  than
Commencement of Foreclosure as provided herein).  In connection  therewith,  the
Company shall have the same rights to make  withdrawals for Monthly Advances and
Liquidations  Expenses from the  Collateral  Fund as are provided  under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures.  The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted  such  authority  in the related  Servicing  Agreement,  the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the  mortgagor's  bankruptcy or is otherwise  barred by
applicable  law, or to the extent that all legal  conditions  precedent  thereto
have not yet been complied with, or (ii) the Company  believes there is a breach
of representations or warranties by the Company, a Servicer,  or a Seller, which
may result in a repurchase or  substitution  of such Mortgage Loan, or (iii) the
Company or related Servicer  reasonably  believes the Mortgaged  Property may be
contaminated with or affected by hazardous wastes or hazardous  substances (and,
without  limiting  the  related   Servicer's  right  not  to  proceed  with  the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting  such  belief).  Any  foreclosure  that  has  been  initiated  may be
discontinued  (x) without  notice to the Purchaser if the Mortgage Loan has been
brought  current or if a refinancing  or  prepayment  occurs with respect to the
Mortgage Loan  (including by means of a short payoff  approved by the Purchaser)
or (y) with  notice to the  Purchaser  if the related  Servicer  has reached the
terms of a forbearance  agreement unless  instructed  otherwise by the Purchaser
within two Business Days of such  notification.  Any such  instruction  shall be
based upon a decision that such forbearance  agreement is not in conformity with
reasonable servicing practices.

     (d) Upon the occurrence of a liquidation  with respect to any Mortgage Loan
as to which the  Purchaser  made an  Election to  Foreclose  and as to which the
related  Servicer  proceeded with the  Commencement of Foreclosure in accordance
with subsection (c) above,  the Company shall  calculate the amount,  if any, by
which  the  unpaid  principal  balance  of the  Mortgage  Loan  at the  time  of
liquidation  (plus  all  unreimbursed   interest  and  servicing   advances  and
Liquidation  Expenses  in  connection  therewith  other than those paid from the
Collateral  Fund)  exceeds  the actual  sales  price  obtained  for the  related
Mortgaged  Property,  and the Company  shall  withdraw the amount of such excess
from the  Collateral  Fund,  shall remit the same to the Trust Estate and in its
capacity as Master  Servicer  shall apply such amount as additional  Liquidation
Proceeds  pursuant to the Pooling and  Servicing  Agreement.  After  making such
withdrawal,  all amounts  remaining in the Collateral Fund (after adjustment for
all  withdrawals  and  deposits  pursuant to  subsection  (c) in respect of such
Mortgage Loan shall be released to the Purchaser.

     Section 2.04 Termination

     (a) With respect to all Mortgage  Loans  included in the Trust Estate,  the
Purchaser's  right to make any Election to Delay  Foreclosure or any Election to
Foreclose and the Company's  obligations  under Section 2.01 shall terminate (i)
at such  time as the  Principal  Balance  of the Class B  Certificates  has been
reduced  to  zero,  (ii) if the  greater  of (x) 43% (or such  lower  or  higher
percentage  that  represents  the  related  Servicer's  actual  historical  loss
experience  with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate  principal  balance of all Mortgage  Loans that
are in  foreclosure or are more than 90 days  delinquent on a contractual  basis
and REO  properties  or (y) the  aggregate  amount  that the  Company  estimates
through the normal servicing  practices of the related Servicer will be required
to be withdrawn  from the  Collateral  Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay  Foreclosure or an Election to
Foreclosure,  exceeds  (z) the  then-current  principal  balance  of the Class B
Certificates,  (iii) upon any transfer by the  Purchaser of any interest  (other
than the minority interest therein,  but only if the transferee provides written
acknowledgment  to the Company of the Purchaser's  right hereunder and that such
transferee will have no rights  hereunder) in the Class B Certificates  (whether
or not such transfer is registered  under the Pooling and Servicing  Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.

     (b)  Except as set forth in  2.04(a),  this  Agreement  and the  respective
rights,  obligations  and  responsibilities  of the  Purchaser  and the  Company
hereunder shall  terminate upon the later to occur of (i) the final  liquidation
of the last Mortgage  Loan as to which the Purchaser  made any Election to Delay
Foreclosure  or any Election to Foreclose  and the  withdrawal  of all remaining
amounts in the  Collateral  Fund as provided  herein and (ii) ten Business Days'
notice.  The Purchaser's  right to make an election  pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular  Mortgage Loan shall  terminate
if the Purchaser fails to make any deposit required  pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.


                                   ARTICLE III

                       COLLATERAL FUND; SECURITY INTEREST

     Section 3.01. Collateral Fund

     Upon  receipt  from the  Purchaser  of the  initial  amount  required to be
deposited  in the  Collateral  Fund  pursuant to Article  II, the Company  shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the  "Collateral  Fund"),  entitled  "Norwest Bank
Minnesota,  National  Association,  as  Master  Servicer,  for  the  benefit  of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-16. Amounts held in the Collateral Fund shall continue
to be the  property of the  Purchaser,  subject to the first  priority  security
interest  granted  hereunder  for the benefit of the  Certificateholders,  until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof.  The
Collateral  Fund shall be an "outside  reserve  fund"  within the meaning of the
REMIC  Provisions,  beneficially  owned by the Purchaser for federal  income tax
purposes.  All income,  gain,  deduction or loss with respect to the  Collateral
Fund shall be that of the Purchaser.  All  distributions  from the Trust Fund to
the  Collateral  Fund shall be treated as  distributed  to the  Purchaser as the
beneficial owner thereof.

     Upon the  termination of this Agreement and the liquidation of all Mortgage
Loans as to which the  Purchaser has made any Election to Delay  Foreclosure  or
any Election to Foreclose  pursuant to Section  2.04 hereof,  the Company  shall
distribute or cause to be distributed to the Purchaser all amounts  remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement)  together with any investment  earnings thereon.  In
the  event the  Purchaser  has made any  Election  to Delay  Foreclosure  or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral  Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.

     Section 3.02. Collateral Fund Permitted Investments.

     The Company shall,  at the written  direction of the Purchaser,  invest the
funds in the  Collateral  Fund in Collateral  Fund Permitted  Investments.  Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction,  the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.

     All income and gain  realized  from any  investment as well as any interest
earned  on  deposits  in  the  Collateral  Fund  (net  of  any  losses  on  such
investments)  and any  payments of principal  made in respect of any  Collateral
Fund  Permitted  Investment  shall be  deposited  in the  Collateral  Fund  upon
receipt.  All costs and realized losses associated with the purchase and sale of
Collateral  Fund Permitted  Investments  shall be borne by the Purchaser and the
amount  of net  realized  losses  shall be  deposited  by the  Purchaser  in the
Collateral Fund promptly upon realization.  The Company shall  periodically (but
not more  frequently  than monthly)  distribute to the Purchaser upon request an
amount of cash,  to the extent cash is  available  therefore  in the  Collateral
Fund,  equal to the amount by which the balance of the  Collateral  Fund,  after
giving effect to all other  distributions to be made from the Collateral Fund on
such  date,  exceeds  the  Required  Collateral  Fund  Balance.  Any  amounts so
distributed  shall be  released  from the lien  and  security  interest  of this
Agreement.

     Section 3.03. Grant of Security Interest

     The  Purchaser  hereby  grants  to  the  Company  for  the  benefit  of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the  Purchaser's  right,  title and interest,  whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral  Fund and Collateral  Fund Permitted  Investments in
which such  amounts are  invested  (and the  distributions  and proceeds of such
investments)  and (3) all cash and  non-cash  proceeds of any of the  foregoing,
including  proceeds of the  voluntary  conversion  thereof (all of the foregoing
collectively, the "Collateral").

     The  Purchaser  acknowledges  the lien on and the security  interest in the
Collateral for the benefit of the  Certificateholders.  The Purchaser shall take
all actions  requested by the Company as may be reasonably  necessary to perfect
the security  interest  created under this Agreement in the Collateral and cause
it to be  prior  to all  other  security  interests  and  liens,  including  the
execution  and  delivery  to the  Company  for filing of  appropriate  financing
statements in accordance with applicable law. The Company shall file appropriate
continuation  statements,  or  appoint  an  agent  on its  behalf  to file  such
statements, in accordance with applicable law.

     Section 3.04. Collateral Shortfalls.

     In the event that amounts on deposit in the Collateral Fund at any time are
insufficient  to  cover  any  withdrawals  therefrom  that the  Company  is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company  immediately  upon demand.  Such  obligation  shall  constitute a
general corporate  obligation of the Purchaser.  The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage  Loan  pursuant  to Sections  2.02(d)  and 2.03 (b)),  shall cause an
immediate  termination  of the  Purchaser's  right to make any Election to Delay
Foreclosure  or Election to Foreclose and the Company's  obligations  under this
Agreement  with  respect to all  Mortgage  Loans to which  such  insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.


                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS


     Section 4.01. Amendment.

     This  Agreement  may be amended  from time to time by the  Company  and the
Purchaser by written agreement signed by the Company and the Purchaser.

     Section 4.02. Counterparts.

     This   Agreement   may  be  executed   simultaneously   in  any  number  of
counterparts,  each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

     Section 4.03. Governing Law.

     This Agreement  shall be construed in accordance with the laws of the State
of New York and the  obligations,  rights and remedies of the parties  hereunder
shall be determined in accordance with such laws.

     Section 4.04. Notices.

     All  demands,  notices and  direction  hereunder  shall be in writing or by
telecopy and shall be deemed effective upon receipt to:

     (a) in the case of the Company,

         Norwest Bank Minnesota, National Association
         7485 New Horizon Way
         Frederick, MD  21703

         Attention:  Vice President, Master Servicing
         Phone:      301-696-7800
         Fax:        301-815-6365


     (b) in the case of the Purchaser,

          -------------------------
          -------------------------
          -------------------------
          Attention: --------------

     Section 4.05. Severability of Provisions.

     If any one or more of the covenants, agreements, provision or terms of this
Agreement  shall  be for  any  reason  whatsoever,  including  regulatory,  held
invalid, then such covenants, agreements,  provisions or terms of this Agreement
and  shall  in no way  affect  the  validity  or  enforceability  of  the  other
provisions of this Agreement.

     Section 4.06. Successors and Assigns.

     The  provisions  of this  Agreement  shall be binding upon and inure to the
benefit of the respective  successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders;  provided,
however,  that the  rights  under  this  Agreement  cannot  be  assigned  by the
Purchaser without the consent of the Company.

     Section 4.07. Article and Section Headings.

     The article and section  headings  herein are for  convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

     Section 4.08. Confidentiality.

     The Purchaser  agrees that all information  supplied by or on behalf of the
Company  pursuant  to  Sections  2.01  or  2.02,  including  individual  account
information,  is the  property of the Company and the  Purchaser  agrees to hold
such information confidential and not to disclose such information.

     Each party  hereto  agrees  that  neither  it, nor any  officer,  director,
employee,  affiliate or independent  contractor acting at such party's direction
will  disclose  the terms of  Section  4.09 of this  Agreement  to any person or
entity  other  than such  party's  legal  counsel  except  pursuant  to a final,
non-appealable  order of court,  the pendency of such order the other party will
have  received  notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.

     Section 4.09. Indemnification.

     The Purchaser  agrees to indemnify  and hold harmless the Company,  NASCOR,
and each  Servicer  and each  person who  controls  the  Company,  NASCOR,  or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's,  NASCOR's,  or a Servicer's direction (the "Indemnified
Parties")  against any and all losses,  claims,  damages or liabilities to which
they may be subject,  insofar as such losses, claims, damages or liabilities (or
actions in respect  thereof) arise out of, or are based upon,  actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in  accordance  with the  provisions  of this  Agreement  and (i) which  actions
conflict with the Company's,  NASCOR's,  or a Servicer's  obligations  under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities  law liability  under federal or state  securities  laws with
respect to the  Certificates.  The  Purchaser  hereby  agrees to  reimburse  the
Indemnified  Parties for the reasonable legal or other expenses incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action. The indemnification  obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.


<PAGE>


     IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized,  all
as of the day and year first above written.


                                         Norwest Bank Minnesota, National
                                          Association


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


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


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



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