NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1999-23
8-K, 1999-10-22
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, 1999
(Date of earliest event reported)

Commission File No. 333-65481



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




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



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




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





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



<PAGE>



ITEM 5. Other Events

On  September  29,  1999,  Norwest  Asset  Securities  Corporation,  a  Delaware
corporation (the "Registrant"),  sold Mortgage Pass-Through Certificates, Series
1999-23, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-R, Class B-1, Class B-2 and Class B-3 (the "Offered Certificates"),  having an
aggregate   original   principal   balance  of   $245,733,100.00.   The  Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of September 29, 1999,  among the Registrant,  Norwest Bank Minnesota,  National
Association,  as master  servicer (the "Master  Servicer" or "Norwest Bank") and
First Union  National  Bank,  as trustee (the  "Agreement"),  a copy of which is
filed as an exhibit hereto. Mortgage Pass-Through Certificates,  Series 1999-23,
Class  A-PO  Certificates,  having an  aggregate  initial  principal  balance of
$3,095,688.85,  and Class B-4, Class B-5 and Class B-6  Certificates,  having an
aggregate  initial  principal  balance of  $1,755,002.54  (the "Private  Class B
Certificates"  and,  together with the Class A-PO  Certificates  and the Offered
Certificates, the "Certificates"), were also issued pursuant to the Agreement.

As of the date of  initial  issuance,  the  Offered  Certificates  evidenced  an
approximate  98.06%  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.  The
remaining  undivided  interests in the Trust  Estate are  evidenced by the Class
A-PO and Private  Class B  Certificates.  Distributions  on the Private  Class B
Certificates are  subordinated to distributions on the Offered  Certificates and
the Class A-PO Certificates.

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

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



<PAGE>



ITEM 7. Financial Statements and Exhibits

        (c)    Exhibits


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

(EX-4)                        Pooling  and  Servicing  Agreement,  dated  as  of
                              September 29, 1999, among Norwest Asset Securities
                              Corporation,   Norwest  Bank  Minnesota,  National
                              Association  and First  Union  National  Bank,  as
                              trustee.



<PAGE>



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


                                            NORWEST ASSET SECURITIES CORPORATION

September 29, 1999

                                            /S/ ALAN S. MCKENNEY
                                            ------------------------------------
                                            Alan S. McKenney
                                            Vice President




<PAGE>



                                INDEX TO EXHIBITS

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

(EX-4)              Pooling and Servicing Agreement, dated           E
                    as of September 29, 1999 among Norwest
                    Asset Securities Corporation, Norwest
                    Bank Minnesota, National Association and
                    First Union National Bank, as trustee.




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




                      NORWEST ASSET SECURITIES CORPORATION


                                    (Seller)

                                       and

                 NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                (Master Servicer)

                                       and

                            FIRST UNION NATIONAL BANK

                                    (Trustee)

                         POOLING AND SERVICING AGREEMENT

                         Dated as of September 29, 1999

                               $250,583,791.39

                       Mortgage Pass-Through Certificates
                                 Series 1999-23




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




<PAGE>


                                TABLE OF CONTENTS




                                    ARTICLE I

                                   DEFINITIONS

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


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF THE CERTIFICATES

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


                                   ARTICLE III

                ADMINISTRATION OF THE TRUST ESTATE: SERVICING
                              OF THE MORTGAGE LOANS

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


                                   ARTICLE IV

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

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


                                    ARTICLE V

                                THE CERTIFICATES

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


                                   ARTICLE VI

                       THE SELLER AND THE MASTER SERVICER

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


                                   ARTICLE VII

                                     DEFAULT

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


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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


                                   ARTICLE IX

                                   TERMINATION

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


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

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


                                   ARTICLE XI

                             TERMS FOR CERTIFICATES

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


                                    EXHIBITS


EXHIBIT A-1       -     Form of Face of Class A-1 Certificate
EXHIBIT A-2       -     Form of Face of Class A-2 Certificate
EXHIBIT A-3       -     Form of Face of Class A-3 Certificate
EXHIBIT A-4       -     Form of Face of Class A-4 Certificate
EXHIBIT A-5       -     Form of Face of Class A-5 Certificate
EXHIBIT A-6       -     Form of Face of Class A-6 Certificate
EXHIBIT A-PO      -     Form of Face of Class A-PO Certificate
EXHIBIT A-R       -     Form of Face of Class A-R Certificate
EXHIBIT B-1       -     Form of Face of Class B-1 Certificate
EXHIBIT B-2       -     Form of Face of Class B-2 Certificate
EXHIBIT B-3       -     Form of Face of Class B-3 Certificate
EXHIBIT B-4       -     Form of Face of Class B-4 Certificate
EXHIBIT B-5       -     Form of Face of Class B-5 Certificate
EXHIBIT B-6       -     Form of Face of Class B-6 Certificate
EXHIBIT C         -     Form of Reverse of Series 1999-23 Certificates
EXHIBIT D         -     Reserved
EXHIBIT E         -     Custodial Agreement
EXHIBIT F-1       -     Schedule of Mortgage Loans Serviced by Norwest
                        Mortgage in locations other than Frederick, Maryland
EXHIBIT F-2       -     Schedule of Mortgage Loans Serviced by Norwest
                        Mortgage from 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-4][B-5][B-6]
                        Certificates)
EXHIBIT K         -     Transferee's Letter (Class [B-1][B-2][B-3]
                        Certificates)
EXHIBIT L         -     Servicing Agreements
EXHIBIT M         -     Form of Special Servicing Agreement
SCHEDULE I        -     Applicable Unscheduled Principal Receipt Period



<PAGE>

            This Pooling and Servicing Agreement, dated as of September 29, 1999
executed  by NORWEST  ASSET  SECURITIES  CORPORATION,  as Seller,  NORWEST  BANK
MINNESOTA,  NATIONAL  ASSOCIATION,  as Master  Servicer and FIRST UNION NATIONAL
BANK, as Trustee.


                                WITNESSETH THAT:

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



                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01      Definitions.

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

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

            Additional Collateral: As defined in the NOVUS Servicing Agreement.

            Additional  Collateral  Mortgage  Loans:  As  defined  in the  NOVUS
Servicing Agreement.

            Accretion Directed Certificates:  The Class A-2, Class A-3 and Class
A-4 Certificates.

            Accretion  Termination  Date:  The  earlier  to  occur  of  (i)  the
Distribution  Date  following  the  Distribution  Date on  which  the  Principal
Balances of the  Accretion  Directed  Certificates  have been reduced to zero or
(ii) the Cross-Over Date;

            Accrual Certificates:  The Class A-5 Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Certificate 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
variations in the Percentage Interest evidenced thereby.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Class A Prepayment  Percentage:  As to any Distribution  Date to and
including the Distribution  Date in September 2004, 100%. 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 70% 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 60% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date  subsequent to September  2006 to and including  the  Distribution  Date in
September 2007, the Class A Percentage as of such  Distribution Date plus 40% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date  subsequent to September  2007 to and including  the  Distribution  Date in
September 2008, the Class A Percentage as of such  Distribution Date plus 20% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date   subsequent  to  September  2008,  the  Class  A  Percentage  as  of  such
Distribution  Date.  The  foregoing  is  subject  to the  following:  (i) if the
aggregate  distribution to Holders of Class A Certificates  on any  Distribution
Date of the Class A  Prepayment  Percentage  provided  above of (a)  Unscheduled
Principal  Receipts  distributable  on such  Distribution  Date would reduce the
Class A Non-PO Principal  Balance below zero, the Class A Prepayment  Percentage
for such Distribution Date shall be the percentage  necessary to bring the Class
A  Non-PO  Principal  Balance  to zero and  thereafter  the  Class A  Prepayment
Percentage  shall  be  zero  and  (ii)  if  the  Class  A  Percentage  as of any
Distribution  Date is greater than the Original Class A Percentage,  the Class A
Prepayment Percentage for such Distribution Date shall be 100%.  Notwithstanding
the  foregoing,  with respect to any  Distribution  Date on which the  following
criteria  are not  met,  the  reduction  of the  Class A  Prepayment  Percentage
described in the second  through sixth  sentences of this  definition of Class A
Prepayment  Percentage shall not be applicable with respect to such Distribution
Date. In such event,  the Class A Prepayment  Percentage  for such  Distribution
Date will be determined  in accordance  with the  applicable  provision,  as set
forth in the first through  fifth  sentences  above,  which was actually used to
determine the Class A Prepayment  Percentage for the Distribution Date occurring
in the 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 B Principal  Balance and (b)
cumulative  Realized  Losses  shall not exceed (1) 30% of the  Original  Class B
Principal Balance if such Distribution Date occurs between and including October
2004 and September  2005, (2) 35% of the Original  Class B Principal  Balance if
such  Distribution  Date occurs between and including October 2005 and September
2006,  (3) 40% of the Original  Class B Principal  Balance if such  Distribution
Date occurs  between and including  October 2006 and September  2007, (4) 45% of
the Original Class B Principal  Balance if such Distribution Date occurs between
and including October 2007 and September 2008, and (5) 50% of the Original Class
B Principal  Balance if such  Distribution  Date occurs  during or after October
2008.  With  respect to any  Distribution  Date on which the Class A  Prepayment
Percentage  is reduced  below the Class A  Prepayment  Percentage  for the prior
Distribution Date, the Master Servicer shall certify to the Trustee,  based upon
information  provided by each Servicer as to the Mortgage  Loans  serviced by it
that the criteria set forth in the preceding sentence are met.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      (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; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

provided,  however,  that if an Optimal  Adjustment Event occurs with respect to
such Class and such  Distribution  Date, the Class B-2 Optimal  Principal Amount
will equal the lesser of (A) the Class B-2 Optimal  Principal Amount  calculated
as described in the preceding  provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      (ii) the Class B-4  Prepayment  Percentage  of all  Unscheduled  Principal
      Receipts  that were  received by a Servicer  with respect to such Mortgage
      Loan during the Applicable  Unscheduled  Principal Receipt Period relating
      to such Distribution Date for each applicable type of
      Unscheduled Principal Receipt;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Dual  Collateral  Pledge  Agreement:  As defined in the NOVUS Master
Servicing Agreement.

            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 each of the  Servicing
Agreements.

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

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

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

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

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

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

            Exhibit F-3 Mortgage Loan:  Any of the Mortgage Loans  identified in
Exhibit  F-3  hereto,  as  such  Exhibit  may be  amended  from  time to time in
connection with a substitution  pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.

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

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

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

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

            Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
the Class A-1,  Class A-2,  Class A-3,  Class A-4,  Class A-5,  Class A-6, Class
A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6  Certificates is October 25, 2029 which  corresponds to the "latest possible
maturity date" for purposes of Section  860G(a)(1) of the Internal  Revenue Code
of 1986, as amended.

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

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

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

            FNMA:  Fannie Mae or any successor thereto.

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

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

            Fraud Loss  Amount:  As of any  Distribution  Date after the Cut-Off
Date an amount equal to: (X) prior to the first  anniversary of the Cut-Off Date
an amount  equal to  $5,011,675.83  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.

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

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

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

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

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

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

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

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

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

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

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

            Month End Interest:  As defined in each Servicing Agreement.

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

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

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

            Mortgage  Loan  Purchase  Agreement:   The  mortgage  loan  purchase
agreement  dated as of September 29, 1999 between Norwest  Mortgage,  as seller,
and the Seller, as purchaser.

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

            Mortgage Loan Schedule:  The list of the Mortgage Loans  transferred
to the  Trustee on the  Closing  Date as part of the Trust  Estate and  attached
hereto as Exhibits  F-1, 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)  the Master Servicing Fee Rate;

      (xv)   Fixed Retained Yield, if applicable; and

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

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

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

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

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

            Mortgagor: The obligor on a Mortgage Note.

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

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

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

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

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

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

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

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

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

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

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

            Norwest Servicing  Agreement:  The Servicing Agreement providing for
the servicing of the Exhibit F-1 Mortgage  Loans and Exhibit F-2 Mortgage  Loans
initially by Norwest Mortgage.

            NOVUS  Servicing  Agreement:  The  Servicing  Agreement  executed by
NOVUS, as Servicer.

            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 if such opinion is to be delivered  to the Trustee;  provided,  however,
that with respect to REMIC matters,  matters  relating to the  determination  of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Owner  Mortgage Loan File: A file  maintained by the Trustee (or the
Custodian,  if any) for each Mortgage Loan that contains the documents specified
in the  Servicing  Agreements  or, in the case of each Mortgage Loan serviced by
Bank  United,  the  documents  specified in the Bank United  Mortgage  Loan Sale
Agreement  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  of a
Class,  the  undivided  percentage  interest  obtained by dividing  the original
principal balance of such Certificate by the Original  Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided  percentage  interest obtained by dividing the original  principal
balance of such Certificate by the Original  Principal  Balance of such Class of
Class B Certificates.

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

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

            Plan:  As defined in Section 5.02(c).

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

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

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

            Pool  Distribution  Amount:  As of any Distribution  Date, the funds
eligible  for   distribution  to  the  Holders  of  the   Certificates  on  such
Distribution  Date,  which shall be the sum of (i) all previously  undistributed
payments or other receipts on account of principal and interest on or in respect
of the  Mortgage  Loans  (including,  without  limitation,  the  proceeds of any
repurchase  of a  Mortgage  Loan by the Seller  and any  Substitution  Principal
Amount)  received  by  the  Master  Servicer  with  respect  to  the  applicable
Remittance  Date in the  month of such  Distribution  Date  and any  Unscheduled
Principal  Receipts  received by the Master Servicer on or prior to the Business
Day  preceding  such  Distribution  Date,  (ii) all Periodic  Advances made by a
Servicer pursuant to the related  Servicing  Agreement or Periodic Advances made
by the Master  Servicer  or the Trustee  pursuant to Section  3.03 and (iii) all
other amounts  required to be placed in the Certificate  Account by the Servicer
on or before the  applicable  Remittance  Date or by the Master  Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:

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

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

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

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

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

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

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

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

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

            (j)   Net Foreclosure Profits;

            (k)   Month End Interest; and

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

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

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

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

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

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

October 1999 through September 2004.............             0%

October  2004 through September 2005............             30%

October  2005 through September 2006............             40%

October  2006 through September 2007............             60%

October  2007 through September 2008............             80%

October 2008 and thereafter.....................            100%


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

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

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

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

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

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

            Priority Amount:  For any  Distribution  Date, the lesser of (i) the
Principal  Balance  of the  Class A-6  Certificates  and (ii) the sum of (A) the
product of (1) the Priority  Percentage,  (2) the Shift  Percentage  and (3) the
Scheduled  Principal Amount and (B) the product of (1) the Priority  Percentage,
(2) the Prepayment Shift Percentage and (3) the Unscheduled
Principal Amount.

            Priority  Percentage:  The lesser of (i) 100% or (ii) (a) the sum of
the Principal  Balance of the Class A-6 Certificates and $24,000,000  divided by
(b) the Pool Balance (Non-PO Portion).

            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  are Fitch and
S&P. The Rating Agency for the Class B-1,  Class B-2,  Class B-3,  Class B-4 and
Class B-5  Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person,  designated by the Seller,  notice of which designation
shall be given to the Trustee and the Master Servicer.  References herein to the
highest  short-term  rating  category of a Rating  Agency shall mean F-1+ in the
case of  Fitch,  A-1+ in the  case of S&P and in the  case of any  other  Rating
Agency  shall mean its  equivalent  of such  ratings.  References  herein to the
highest  long-term  rating  categories  of a Rating Agency shall mean AAA in the
case of Fitch and S&P, 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  such  amounts  being
multiplied by the Class A Percentage.

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

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

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

            Servicers: Each of Norwest Mortgage,  SunTrust Mortgage, Inc., NOVUS
Financial Corporation, Hibernia National Bank, HomeSide Lending and Charter Bank
for Savings, F.S.B. as a Servicer under the related Servicing Agreement.

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

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

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

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

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

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

October 1999 through September 2004.............             0%

October 2004 and thereafter.....................            100%


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

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

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

            (1)   normal wear and tear;

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

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

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

            Special Hazard Loss Amount:  As of any Distribution  Date, an amount
equal to  $2,747,244.90  minus the sum of (i) the  aggregate  amount of  Special
Hazard Losses  allocated  solely to the Class B Certificates  in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently  calculated.  For each  anniversary  of the Cut-Off  Date,  the
Special Hazard  Adjustment  Amount shall be calculated and shall be equal to the
amount,  if any, by which the amount calculated in accordance with the preceding
sentence  (without  giving  effect  to  the  deduction  of  the  Special  Hazard
Adjustment Amount for such  anniversary)  exceeds the greater of (A) the product
of  the  Special  Hazard  Percentage  for  such  anniversary  multiplied  by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately  preceding such  anniversary,  (B) twice the  outstanding  principal
balance  of the  Mortgage  Loan  in the  Trust  Estate  which  has  the  largest
outstanding  principal  balance on the Distribution  Date immediately  preceding
such  anniversary  and (C) that which is  necessary  to  maintain  the  original
ratings on the  Certificates as evidenced by letters to that effect delivered by
Rating  Agencies  to the  Master  Servicer  and the  Trustee.  On and  after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.

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

            Startup Day:  As defined in Section 2.05.

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

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

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

            Substitute Mortgage Loan:  As defined in Section 2.02.

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

            Surety Bond:  As defined in the NOVUS Master Servicing Agreement.

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

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

            Unpaid  Interest  Shortfalls:  Each of the  Class A Unpaid  Interest
Shortfalls,  the Class  B-1  Unpaid  Interest  Shortfall,  the Class B-2  Unpaid
Interest  Shortfall,  the Class B-3  Unpaid  Interest  Shortfall,  the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.

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

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

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

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

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

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

            Section 1.02      Acts of Holders.

            (a) Any request, demand, authorization,  direction, notice, consent,
waiver  or  other  action  provided  by this  Agreement  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly 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, (d)
all of the Seller's  right,  title and  interest in and to each Dual  Collateral
Pledge  Agreement with respect to each Additional  Collateral  Mortgage Loan and
(e) 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 a
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 applicable Servicing Agreement,  deliver or cause
to be delivered  to the Trustee the  assignment  of the  Mortgage  Loan from the
Seller to the  Trustee in a form  suitable  for  recordation,  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 escrow funds for the  completion  of
      swimming  pools);  and all costs,  fees and  expenses  incurred in making,
      closing or recording  the Mortgage Loan have been paid,  except  recording
      fees with respect to Mortgages not recorded as of the Closing Date;

               (xv) The Mortgage  Loan  (except any  Mortgage  Loan secured by a
      Mortgaged Property located in any jurisdiction,  as to which an opinion of
      counsel of the type customarily  rendered in such  jurisdiction in lieu of
      title insurance is instead  received) is covered by an American Land Title
      Association mortgagee title insurance policy or other generally acceptable
      form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
      insurer  acceptable  to  FNMA  or  FHLMC  insuring  the  originator,   its
      successors  and assigns,  as to the first priority lien of the Mortgage in
      the original principal amount of the Mortgage Loan and subject only to (A)
      the lien of current real property  taxes and  assessments  not yet due and
      payable,  (B)  covenants,  conditions  and  restrictions,  rights  of way,
      easements  and other  matters of public record as of the date of recording
      of such Mortgage  acceptable to mortgage lending  institutions in the area
      in which the Mortgaged Property is located or specifically  referred to in
      the appraisal  performed in connection with the origination of the related
      Mortgage Loan, (C) liens created  pursuant to any federal,  state or local
      law,  regulation or ordinance affording liens for the costs of clean-up of
      hazardous  substances  or  hazardous  wastes  or for  other  environmental
      protection  purposes and (D) such other  matters to which like  properties
      are  commonly  subject  which do not  individually,  or in the  aggregate,
      materially  interfere  with the  benefits of the  security  intended to be
      provided by the Mortgage; the Seller is the sole insured of such mortgagee
      title  insurance  policy,  the  assignment  to the Trustee of the Seller's
      interest in such  mortgagee  title  insurance  policy does not require any
      consent of or  notification  to the insurer which has not been obtained or
      made, such mortgagee  title  insurance  policy is in full force and effect
      and will be in full  force  and  effect  and inure to the  benefit  of the
      Trustee,  no claims have been made under such  mortgagee  title  insurance
      policy, and no prior holder of the related Mortgage, including the Seller,
      has done, by act or omission,  anything which would impair the coverage of
      such mortgagee title insurance policy;

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

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

               (xviii) No  Mortgage  Note or Mortgage is subject to any right of
      rescission,  set-off,  counterclaim  or defense,  including the defense of
      usury,  nor will the operation of any of the terms of the Mortgage Note or
      Mortgage,  or the  exercise of any right  thereunder,  render the Mortgage
      Note or Mortgage unenforceable,  in whole or in part, or subject it to any
      right of  rescission,  set-off,  counterclaim  or defense,  including  the
      defense of usury, and no such right of rescission,  set-off,  counterclaim
      or defense has been asserted with respect thereto;

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

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

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

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

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

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

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

               (xxvi) If the Mortgage Loan is secured by a long-term residential
      lease,  (1) the lessor under the lease holds a fee simple  interest in the
      land; (2) the terms of such lease  expressly  permit the mortgaging of the
      leasehold estate, the assignment of the lease without the lessor's consent
      and the  acquisition  by the holder of the  Mortgage  of the rights of the
      lessee upon  foreclosure  or assignment in lieu of  foreclosure or provide
      the holder of the Mortgage with substantially similar protections; (3) the
      terms of such  lease do not (a) allow  the  termination  thereof  upon the
      lessee's  default  without the holder of the  Mortgage  being  entitled to
      receive  written  notice of, and  opportunity to cure,  such default,  (b)
      allow the  termination  of the lease in the event of damage or destruction
      as long as the  Mortgage is in  existence,  (c) prohibit the holder of the
      Mortgage from being insured (or receiving proceeds of insurance) under the
      hazard insurance policy or policies relating to the Mortgaged  Property or
      (d) permit any increase in rent other than  pre-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 Classes of Class A  Certificates
(other than the Class A-R  Certificate)  and the Classes of Class B Certificates
as classes of "regular  interests"  and the Class A-R  Certificate as the single
class of  "residual  interest"  in the REMIC for the  purposes of Code  Sections
860G(a)(1) and 860G(a)(2),  respectively.  The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest  possible  maturity  date" of the regular  interests in the REMIC is
October 25, 2029 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 or any amounts  received by it upon
the  sale  of any  Additional  Collateral  pursuant  to the  terms  of the  Dual
Collateral Pledge Agreement or any amounts received pursuant to the Surety Bond,
and shall,  in addition,  deposit  into the  Certificate  Account the  following
amounts,  in the case of amounts  specified  in clause  (i),  not later than the
Distribution  Date on which such  amounts  are  required  to be  distributed  to
Certificateholders and, in the case of the amounts specified in clause (ii), not
later than the Business Day next following the day of receipt and posting by the
Master Servicer:

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

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

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

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

            Section 3.02   Permitted Withdrawals from the Certificate Account.

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

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

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

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

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

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

               (vi) to pay to the Seller or other purchaser with respect to each
      Mortgage  Loan or  property  acquired  in  respect  thereof  that has been
      repurchased  or  replaced  pursuant to Section  2.02 or 2.03 or  auctioned
      pursuant to Section 3.08 or to pay to the Master  Servicer with respect to
      each Mortgage Loan or property  acquired in respect  thereof that has been
      purchased  pursuant to Section 3.08 or 9.01, all amounts  received thereon
      and not  required  to be  distributed  as of the date on which the related
      repurchase  or  purchase   price  or  Scheduled   Principal   Balance  was
      determined;

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

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

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

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

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

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

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

            Section 3.03      Advances by Master Servicer and Trustee.

            (a) In the  event an  Other  Servicer  fails  to make  any  required
Periodic  Advances of principal  and interest on a Mortgage  Loan as required by
the related Other Servicing  Agreement prior to the Distribution  Date occurring
in the month during  which such  Periodic  Advance is due,  the Master  Servicer
shall make Periodic Advances to the extent provided hereby. In the event Norwest
Mortgage fails to make any required  Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest  Servicing  Agreement prior to the
Distribution  Date occurring in the month during which such Periodic  Advance is
due,  the  Trustee  shall,  to the extent  required by Section  8.15,  make such
Periodic  Advance to the extent provided  hereby,  provided that the Trustee has
previously  received the  certificate  of the Master  Servicer  described in the
following  sentence.  The Master  Servicer  shall  certify to the  Trustee  with
respect  to any such  Distribution  Date (i) the  amount  of  Periodic  Advances
required of Norwest  Mortgage or such Other  Servicer,  as the case may be, (ii)
the amount actually  advanced by Norwest Mortgage or such Other Servicer,  (iii)
the amount that the Trustee or Master Servicer is required to advance  hereunder
and (iv) whether the Master Servicer has determined that it reasonably  believes
that such Periodic Advance is a Nonrecoverable Advance.  Amounts advanced by the
Trustee or Master Servicer shall be deposited in the Certificate  Account on the
related  Distribution Date.  Notwithstanding  the foregoing,  neither the Master
Servicer nor the Trustee  will be  obligated to make a Periodic  Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trustee may conclusively
rely for any  determination to be made by it hereunder upon the determination of
the Master Servicer as set forth in its certificate.

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

            (c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed  from the  Certificate  Account for any  Periodic  Advance made by it
under Section  3.03(a) to the extent  described in Section  3.02(a).  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
a Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a  Mortgaged  Property  or to any legal  action  brought to obtain
judgment  against any  Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment,  or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise  available at law or in equity. Each such
certification  shall  include a request  that such  pleadings  or  documents  be
executed  by the Trustee and a  statement  as to the reason  such  documents  or
pleadings  are  required  and that the  execution  and  delivery  thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.

            Section 3.05    Reports  to  the  Trustee;  Annual  Compliance
                            Statements.

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

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

            Section 3.08      Oversight of Servicing.

            The  Master  Servicer  shall  supervise,  monitor  and  oversee  the
servicing of the Mortgage  Loans by each  Servicer and the  performance  by each
Servicer of all services,  duties,  responsibilities and obligations  (including
the  obligation  to maintain an Errors and Omissions  Policy and Fidelity  Bond)
that are to be  observed  or  performed  by the  Servicer  under its  respective
Servicing  Agreement.  In  performing  its  obligations  hereunder,  the  Master
Servicer  shall  act in a  manner  consistent  with  Accepted  Master  Servicing
Practices  and with the Trustee's  and the  Certificateholders'  reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance  policy  required  to be  maintained  by the  Master  Servicer  or any
Servicer  pursuant to this  Agreement  or any  Servicing  Agreement.  The Master
Servicer  acknowledges  that prior to taking certain actions required to service
the  Mortgage  Loans,  each  Servicing  Agreement  provides  that  the  Servicer
thereunder must notify,  consult with, obtain the consent of or otherwise follow
the  instructions  of the Master  Servicer.  The Master  Servicer  is also given
authority  to waive  compliance  by a Servicer  with certain  provisions  of its
Servicing Agreement.  In each such instance,  the Master Servicer shall promptly
instruct such Servicer or otherwise  respond to such Servicer's  request.  In no
event will the Master Servicer  instruct such Servicer to take any action,  give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's  Servicing Agreement if any resulting action or
failure  to act  would be  inconsistent  with  the  requirements  of the  Rating
Agencies that rated the  Certificates  or would otherwise have an adverse effect
on the Certificateholders.  Any such action or failure to act shall be deemed to
have an adverse  effect on the  Certificateholders  if such action or failure to
act either results in (i) the  downgrading of the rating  assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate 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 to  repurchase  at its option (i) any
defaulted  Mortgage  Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's  judgment,  the default is
not likely to be cured by the  Mortgagor or (ii) any Mortgage  Loan in the Trust
Estate  which,  pursuant  to  paragraph  5(b)  of  the  Mortgage  Loan  Purchase
Agreement,  Norwest  Mortgage  requests the Seller to repurchase  and to sell to
Norwest Mortgage to facilitate the exercise of Norwest Mortgage's rights against
the  originator or a prior holder of such Mortgage  Loan. The purchase price for
any such  Mortgage  Loan shall be 100% of the unpaid  principal  balance of such
Mortgage Loan plus accrued  interest  thereon at the Mortgage  Interest Rate for
such Mortgage Loan,  through the last day of the month in which such  repurchase
occurs.  Upon the receipt of such  purchase  price,  the Master  Servicer  shall
provide to the  Trustee  the  certification  required  by  Section  3.04 and the
Trustee and the  Custodian,  if any,  shall  promptly  release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.

            In the event that (i) the  Master  Servicer  determines  at any time
that,  notwithstanding  the  representations and warranties set forth in Section
2.03(b),  any Mortgage Loan is not a "qualified  mortgage" within the meaning of
Section  860G of the Code and (ii) the Master  Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such  determination,  the Master  Servicer shall cause such
Mortgage  Loan to be auctioned  to the highest  bidder and sold out of the Trust
Estate no later than the date 90 days after such determination.  In the event of
any such sale of a Mortgage Loan, the Trustee shall,  at the written  request of
the Master  Servicer and upon being supported with  appropriate  forms therefor,
within five Business Days of the deposit by the Master  Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity  identified by the Master  Servicer the related  Owner  Mortgage Loan
File and  Servicer  Mortgage  Loan  File and  shall  execute  and  deliver  such
instruments of transfer or assignment,  in each case without recourse,  as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further  responsibility with regard to such Owner Mortgage
Loan File or  Servicer  Mortgage  Loan File.  Neither  the  Trustee,  the Master
Servicer  nor any  Servicer,  acting  on behalf of the  Trustee,  shall  provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.

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

            Additional  Collateral may be liquidated and the proceeds applied to
cover any shortfalls  upon the  liquidation of a Mortgaged  Property;  provided,
however,  that the  Trust  Estate in no event  shall  acquire  ownership  of the
Additional  Collateral  unless the Trust  Administrator  shall have  received an
Opinion of Counsel that such ownership  shall not cause the Trust Estate to fail
to qualify as a REMIC or subject the REMIC to any tax.

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

            Section 3.09   Termination  and   Substitution  of  Servicing
                           Agreements.

            Upon  the  occurrence  of any  event  for  which a  Servicer  may be
terminated  pursuant  to its  Servicing  Agreement,  the Master  Servicer  shall
promptly  deliver  to the  Seller  and  the  Trustee  an  Officer's  Certificate
certifying  that an event has  occurred  which may justify  termination  of such
Servicing  Agreement,  describing the  circumstances  surrounding such event and
recommending  what action  should be taken by the Trustee  with  respect to such
Servicer.  If the Master Servicer  recommends  that such Servicing  Agreement be
terminated,  the Master Servicer's  certification  must state that the breach is
material  and not merely  technical  in nature.  Upon  written  direction of the
Master  Servicer,  based upon such  certification,  the Trustee  shall  promptly
terminate such Servicing Agreement.  Notwithstanding the foregoing, in the event
that (i) Norwest  Mortgage fails to make any advance,  as a consequence of which
the Trustee is  obligated  to make an advance  pursuant to Section 3.03 and (ii)
the Trustee provides Norwest Mortgage written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such  notice,  the Trustee  shall  terminate  the  Norwest  Servicing
Agreement without the recommendation of the Master Servicer. The Master Servicer
shall  indemnify  the Trustee and hold it harmless  from and against any and all
claims,  liabilities,   costs  and  expenses  (including,   without  limitation,
reasonable  attorneys'  fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing  Agreement at the direction of the
Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee
may enter into a substitute  Servicing Agreement with the Master Servicer or, at
the Master  Servicer's  nomination,  with another  mortgage loan service company
acceptable  to the Trustee,  the Master  Servicer  and each Rating  Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and  obligations  that are to be, or  otherwise  were to have  been,  satisfied,
performed  and  carried out by such  Servicer  under such  terminated  Servicing
Agreement.  Until such time as the Trustee  enters into a  substitute  servicing
agreement  with  respect  to the  Mortgage  Loans  previously  serviced  by such
Servicer, the Master Servicer shall assume,  satisfy,  perform and carry out all
obligations  which otherwise were to have been satisfied,  performed and carried
out by such Servicer under its terminated  Servicing  Agreement.  However, in no
event shall the Master  Servicer be deemed to have assumed the  obligations of a
Servicer to advance payments of principal and interest on a delinquent  Mortgage
Loan in excess of the Master Servicer's  independent Periodic Advance obligation
under Section 3.03 of this Agreement. As compensation for the Master Servicer of
any  servicing  obligations  fulfilled  or assumed by the Master  Servicer,  the
Master  Servicer  shall be entitled  to any  servicing  compensation  to which a
Servicer would have been entitled if the Servicing  Agreement with such Servicer
had not been terminated.

            Section 3.10    Application of Net Liquidation Proceeds.

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

            Section 3.11     Act Reports.

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


<PAGE>

                                   ARTICLE IV

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

            Section 4.01      Distributions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            I.  On each  Distribution  Date  occurring  prior  to the  Accretion
      Termination  Date,  the Accrual  Distribution  Amount  will be  allocated,
      sequentially,  to the  Class  A-2,  Class  A-3,  Class  A-4 and  Class A-5
      Certificates,  in that  order,  until the  Principal  Balance of each such
      Class has been reduced to zero; and

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

            first,  the lesser of (I) the Priority Amount for such  Distribution
      Date and (ii)  98.6% of the Class A Non-PO  Principal  Amount to the Class
      A-6 Certificates;

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

            third,  sequentially,  to the Class A-1, Class A-4, Class A-2, Class
      A-3 and Class A-5 Certificates, in that order, until the Principal Balance
      of each such Class has been reduced to zero; and

            fourth,  to  the  Class  A-6  Certificates,  until  the  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  Classes  of  Class  A
Certificates  (other than the Class A-PO  Certificates)  pro rata in  accordance
with  their  outstanding   Principal  Balances  without  regard  to  either  the
proportions or the priorities set forth in Section 4.01(b).

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

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

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

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

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

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

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

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

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

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

            Section 4.02      Allocation of Realized Losses.

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

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

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

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

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

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

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

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

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

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

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

            (d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had  previously  been allocated as a Realized
Loss  to any  Classes  of  Class  A  Certificates  or any  Classes  of  Class  B
Certificates,  each outstanding Class to which such Realized Loss had previously
been  allocated  shall be entitled to its share (with  respect to the Class A-PO
Certificates,  based on the PO Fraction of such  Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates,  based on their  pro rata  share of the  Non-PO  Fraction  of such
Mortgage  Loan)  of  such  Recovery  up to the  amount  of  such  Realized  Loss
previously  allocated  to such  Class  on the  Distribution  Date  in the  month
following  the month in which such  recovery  is  received.  When the  Principal
Balance of a Class of  Certificates  has been reduced to zero,  such Class shall
not be entitled to any share of such  Recovery.  In the event that the amount of
such Recovery exceeds the amount of such Recovery  allocated to each outstanding
Class in accordance with the preceding provisions,  each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered  Realized Loss previously  allocated to such
Class.  Notwithstanding the foregoing  provisions,  but subject to the following
proviso,  if such Recovery  occurs within two years of the  realization  of such
loss and (i) is the  result  of an  event  that  would  have  given  rise to the
repurchase of the related  Mortgage Loan by the Seller  pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had  received  in  respect  of a  Liquidated  Loan  but  failed  to remit to the
Certificate  Account on or prior to the Business Day preceding the  Distribution
Date following the Applicable  Unscheduled Principal Receipt Period in which the
Mortgage  Loan  became  a  Liquidated  Loan,  such  Recovery  may,  at the  sole
discretion of the Master Servicer,  be treated as a repurchase or an Unscheduled
Principal  Receipt with respect to such  Mortgage  Loan, as the case may be, the
Realized  Loss  previously  recognized  may be  reversed  and  treated  for  all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal  distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole  discretion  deems  necessary or desirable to effectuate
the  reversal  of the  Realized  Loss  and the  treatment  of such  amount  as a
repurchase or as an Unscheduled  Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate  distributions  made in respect
of each Class of Certificates  whose principal  balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been  deposited in the  Certificate  Account on or prior to
the Business Day  preceding  the  Distribution  Date  following  the  Applicable
Unscheduled  Principal  Receipt  Period  in which  the  Mortgage  Loan  became a
Liquidated Loan.

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

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

            Section 4.03      Paying Agent.

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

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

            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 of
      Class A Certificates  allocable to principal,  separately  identifying the
      aggregate amount of any Unscheduled Principal Receipts included therein;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 4.05   Reports to Mortgagors and the Internal  Revenue
                           Service.

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

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

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


<PAGE>

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01      The Certificates.

            (a)   The  Class A and Class B Certificates  shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO and
Class A-R Certificates,  integral multiples of $1,000 in excess thereof (except,
if necessary,  for one  Certificate of each Class (other than the Class A-PO and
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 to equal the aggregate Original Principal Balance of such Class), and
shall be  substantially  in the respective forms set forth as Exhibits A-1, A-2,
A-3, A-4, A-5, A-6, A-PO,  A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side
of Certificates)  hereto.  On original issue the Certificates  shall be executed
and  delivered by the Trustee to or upon the order of the Seller upon receipt by
the Trustee or the  Custodian of the documents  specified in Section  2.01.  The
aggregate  principal  portion  evidenced by the Class A and Class B Certificates
shall  be the  sum of the  amounts  specifically  set  forth  in the  respective
Certificates.  The  Certificates  shall  be  executed  by  manual  or  facsimile
signature  on  behalf  of  the  Trustee  by  any  Responsible  Officer  thereof.
Certificates  bearing the manual or facsimile signatures of individuals who were
at any  time  the  proper  officers  of  the  Trustee  shall  bind  the  Trustee
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such  offices at the date of such  Certificates.  No  Certificate  shall be
entitled  to any  benefit  under this  Agreement,  or be valid for any  purpose,
unless manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such  Certificate a certificate of  authentication  executed by
the  Authenticating  Agent by manual  signature,  and such  countersignature  or
certificate  upon a  Certificate  shall  be  conclusive  evidence,  and the only
evidence,  that such  Certificate  has been  duly  authenticated  and  delivered
hereunder. All Certificates shall be dated the date of their authentication.

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

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

            (b)   Upon original issuance,  the Book-Entry  Certificates shall be
issued in the form of one or more typewritten  certificates,  to be delivered to
The Depository Trust Company,  the initial Clearing Agency, by, or on behalf of,
the Seller.  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.

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

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

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

            (b)   No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended,  and any applicable  State securities laws are complied
with, or such transfer is exempt from the registration  requirements  under said
Act and laws.  In the event that a transfer  is to be made in  reliance  upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A,  the Trustee or the Seller may, if such transfer is to be made within
three years after the later of (A) the date of the initial sale of  Certificates
or (B) the last date on which the Seller or any  affiliate  thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of Counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Seller,  to the effect that such  transfer may be made pursuant to an exemption,
describing the applicable  exemption and the basis  therefor,  from said Act and
laws or is being made  pursuant to said Act and laws,  which  Opinion of Counsel
shall not be an expense of the Trustee,  the Seller or the Master Servicer,  and
(ii) the Trustee  shall require the  transferee  (other than an affiliate of the
Seller on the  Closing  Date) to  execute  an  investment  letter in the form of
Exhibit J hereto  certifying to the Seller and the Trustee the facts surrounding
such transfer,  which investment  letter shall not be an expense of the Trustee,
the Seller or the Master Servicer.  The Holder of a Class A-PO, Class B-4, Class
B-5 or Class B-6 Certificate  desiring to effect such transfer  shall,  and does
hereby agree to, indemnify the Trustee,  the Seller, the Master Servicer and any
Paying  Agent  acting on behalf of the Trustee  against any  liability  that may
result if the transfer is not so exempt or is not made in  accordance  with such
federal  and  state  laws.  Neither  the  Seller  nor the  Trustee  is  under an
obligation  to  register  the  Class  A-PO,  Class  B-4,  Class B-5 or Class B-6
Certificates under said Act or any other securities law.

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

            (d)   No  legal or beneficial  interest in all or any portion of the
Class  A-R  Certificate   may  be  transferred   directly  or  indirectly  to  a
"disqualified  organization" within the meaning of Code Section 860E(e)(5) or an
agent  of  a  disqualified   organization   (including  a  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.  Upon the
issuance  of  any  new  Certificate  under  this  Section,  the  Trustee  or the
Certificate  Registrar may require the payment of a sum  sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other  expense   (including  the  fees  and  expenses  of  the  Trustee  or  the
Authenticating Agent) in connection therewith.  Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible  evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.

            Section 5.04      Persons Deemed Owners.

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

            Section  5.05  Access  to  List  of  Certificateholders'  Names  and
                           Addresses.

            (a)   If  the Trustee is not acting as  Certificate  Registrar,  the
Certificate  Registrar  shall  furnish or cause to be  furnished to the Trustee,
within 15 days after  receipt by the  Certificate  Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably  require,
of the names and  addresses  of the  Certificateholders  of each Class as of the
most recent Record Date.

            (b)   If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee,  and such application states that
the applicants desire to communicate with other  Certificateholders with respect
to  their  rights  under  this  Agreement  or  under  the  Certificates  and  is
accompanied  by a copy of the  communication  which such  applicants  propose to
transmit,  then the Trustee  shall,  within five  Business  Days  following  the
receipt  of such  application,  afford  such  applicants  access  during  normal
business  hours  to the  most  recent  list  of  Certificateholders  held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such  applicants'  request  and the  Trustee  is not the  Certificate
Registrar,  the Trustee shall promptly request from the Certificate  Registrar a
current  list as  provided  in  paragraph  (a)  hereof,  and shall  afford  such
applicants access to such list promptly upon receipt.

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

            Section 5.06      Maintenance of Office or Agency.

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

            Section 5.07      Definitive Certificates.

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

            Section 6.08      Master Servicer Covenants  Concerning Year 2000
                              Compliance.

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


<PAGE>


                                   ARTICLE VII

                                     DEFAULT

            Section 7.01      Events of Default.

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

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

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

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

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

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

               (vi) the Master Servicer shall be dissolved,  or shall dispose of
      all or substantially  all of its assets; or consolidate with or merge into
      another entity or shall permit another entity to consolidate or merge into
      it,  such  that the  resulting  entity  does not meet the  criteria  for a
      successor servicer, as specified in Section 6.02 hereof; or

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

then, and in each and every such case,  subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of  Certificates  evidencing  in the  aggregate  not  less  than  66 2/3% of the
aggregate Voting Interest represented by all Certificates,  by notice in writing
to the Master  Servicer (and to the Trustee if given by the  Certificateholders)
may terminate all of the rights and  obligations  of the Master  Servicer  under
this Agreement and in and to the Mortgage  Loans,  but without  prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of  transfer  of the  Master  Servicer's  responsibilities
hereunder,  reimbursement of expenses to the extent permitted by this Agreement,
Periodic  Advances  and other  advances  of its own funds.  Upon  receipt by the
Master  Servicer of such written  notice,  all authority and power of the Master
Servicer under this Agreement,  whether with respect to the  Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this  Section,  subject to the  provisions  of Section  7.05;  and,
without  limitation,  the Trustee is hereby  authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other  instruments,  and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage  Loans and related  documents  or  otherwise.  The Master  Servicer
agrees to cooperate with the Trustee in effecting the  termination of the Master
Servicer's  responsibilities and rights hereunder and shall promptly provide the
Trustee all  documents  and records  reasonably  requested by it to enable it to
assume  the  Master  Servicer's  functions  hereunder  and shall  promptly  also
transfer to the  Trustee  all  amounts  which then have been or should have been
deposited  in the  Certificate  Account  by the  Master  Servicer  or which  are
thereafter received by the Master Servicer with respect to the Mortgage Loans.

            Section 7.02      Other Remedies of Trustee.

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

            Section 7.03      Directions by Certificateholders  and Duties of
                              Trustee During Event of Default.

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

            Section 7.04      Action  upon  Certain  Failures  of the  Master
                              Servicer and upon Event of Default.

            In the event that the Trustee shall have knowledge of any failure of
the Master  Servicer  specified in Section 7.01(i) or (ii) which would become an
Event of  Default  upon the Master  Servicer's  failure to remedy the same after
notice, the Trustee or 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,  as the case may be,
      was negligent in ascertaining the pertinent facts.

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

            Section 8.02      Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

               (i) The Trustee may request  and rely and shall be  protected  in
      acting  or  refraining   from  acting  upon  any   resolution,   Officers'
      Certificate,  certificate of auditors or any other certificate, statement,
      instrument,  opinion, report, notice, request,  consent, order, appraisal,
      bond or other paper or  document  believed by it to be genuine and to have
      been signed or  presented by the proper party or parties and the manner of
      obtaining  consents and  evidencing  the  authorization  of the  execution
      thereof shall be subject to such reasonable regulations as the Trustee may
      prescribe;

               (ii) The Trustee may consult with counsel, and any written advice
      of such  counsel  or any  Opinion of  Counsel  shall be full and  complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in  accordance  with such advice
      or Opinion of Counsel;

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

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

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

            Section 8.03      Trustee Not Required to Make Investigation.

            Prior to the  occurrence of an Event of Default  hereunder and after
the curing of all Events of Default which may have  occurred,  the Trustee shall
not be bound to make any  investigation  into the facts or matters stated in any
resolution,   certificate,   statement,  instrument,  opinion,  report,  notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the  Voting  Interest  represented  by all  Certificates;  provided,
however,  that if the  payment  within a  reasonable  time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee,  not reasonably  assured to the
Trustee  by the  security  afforded  to it by the terms of this  Agreement,  the
Trustee may require reasonable  indemnity against such expense or liability as a
condition to so proceeding.  The reasonable  expense of every such investigation
shall be paid by the Master  Servicer or, if paid by the Trustee shall be repaid
by the Master Servicer upon demand.

            Section 8.04      Trustee Not Liable for Certificates or Mortgage
Loans.

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

            Section 8.05      Trustee May Own Certificates.

            The Trustee,  and any agent thereof,  in its individual or any other
capacity,  may become the owner or pledgee of Certificates  with the same rights
it would  have if it were not  Trustee or such  agent and may  transact  banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.

            Section 8.06      The Master Servicer to Pay Fees and Expenses.

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

            Section 8.07      Eligibility Requirements.

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

            Section 8.11      Authenticating Agent.

            The  Trustee  may appoint an  Authenticating  Agent,  which shall be
authorized  to act on  behalf of the  Trustee  in  authenticating  Certificates.
Wherever   reference  is  made  in  this  Agreement  to  the  authentication  of
Certificates  by the Trustee or the Trustee's  countersignature,  such reference
shall be deemed to  include  authentication  on  behalf  of the  Trustee  by the
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee  by the  Authenticating  Agent.  The  Authenticating  Agent must be
acceptable  to the  Seller  and the Master  Servicer  and must be a  corporation
organized and doing  business  under the laws of the United States of America or
of any state,  having a  principal  office and place of  business in a state and
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 the Trust Estate. The Master Servicer,
or,  in the  case  of any tax  return  or  other  action  required  by law to be
performed directly by the Trustee,  the Trustee shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and  applicable  state and local income tax returns for the REMIC
using a calendar year as the taxable year and the accrual  method of accounting;
(ii) in the first such federal tax returns, make, or cause to be made, elections
satisfying  the  requirements  of the REMIC  Provisions,  on behalf of the Trust
Estate,  to treat  the Trust  Estate  as a REMIC;  (iii)  prepare,  execute  and
forward,   or  cause  to  be   prepared,   executed   and   forwarded,   to  the
Certificateholders  all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the  Internal  Revenue  Service and any other  relevant  governmental  taxing
authority  in  accordance  with the REMIC  Provisions  and any other  applicable
federal,  state or local laws, including without limitation  information reports
relating to "original  issue  discount" and "market  discount" as defined in the
Code based upon the issue prices,  prepayment assumption and cash flows provided
by the Seller to the  Trustee  and  calculated  on a monthly  basis by using the
issue prices of the Certificates;  (iv) make available information necessary for
the  application  of any tax imposed on  transferors  of residual  interests  to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file Form
8811 and apply for an  Employee  Identification  Number  with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning  information returns,  reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income,  expenses,  individual  Mortgage  Loans
(including REO Mortgage Loans,  other assets and  liabilities of the REMIC,  and
the fair market value and  adjusted  basis of the  property  determined  at such
intervals  as may be required by the Code,  as may be  necessary  to prepare the
foregoing returns or information reports;  (vii) exercise reasonable care not to
allow the  creation of any  "interests"  in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests  represented by the Class A-1, Class
A-2,  Class A-3,  Class  A-4,  Class  A-5,  Class A-6,  Class A-PO and Class A-R
Certificates  and the Class B-1,  Class B-2, Class B-3, Class B-4, Class B-5 and
Class  B-6  Certificates;  (viii)  exercise  reasonable  care not to  allow  the
occurrence of any "prohibited  transactions"  within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee that such  occurrence  would not (a) result in a taxable  gain,  (b)
otherwise  subject  either the Trust Estate or the REMIC to tax or (c) cause the
Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable care not to
allow the REMIC to receive  income  from the  performance  of  services  or from
assets not permitted under the REMIC  Provisions to be held by a REMIC;  (x) pay
(on  behalf of the  REMIC)  the amount of any  federal  income  tax,  including,
without  limitation,  prohibited  transaction  taxes,  taxes on net income  from
foreclosure  property,  and taxes on certain  contributions to a REMIC after the
Startup  Day,  imposed  on the REMIC,  as the case may be,  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 a tax matters  person in  accordance  with the REMIC  Provisions).  The
Master Servicer shall be entitled to be reimbursed  pursuant to Section 3.02 for
any taxes paid by it pursuant to clause (x) of the preceding sentence, except to
the  extent  that such taxes are  imposed as a result of the bad faith,  willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations  hereunder.  The Trustee  shall sign the tax returns  referred to in
clause (i) of the second preceding sentence.

            In order to enable the Master  Servicer or the Trustee,  as the case
may be, to perform its duties as set forth above,  the Seller shall provide,  or
cause to be provided,  to the Master  Servicer within ten days after the Closing
Date all information or data that the Master Servicer  determines to be relevant
for tax  purposes to the  valuations  and offering  prices of the  Certificates,
including,  without  limitation,  the price,  yield,  prepayment  assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate.  Thereafter,  the Seller shall provide to the Master  Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master  Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master  Servicer  or the Trustee  arising  from any errors or
miscalculations  by the Master Servicer or the Trustee  pursuant to this Section
that  result  from any  failure  of the  Seller  to  provide,  or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis.  The Master Servicer hereby  indemnifies the
Seller and the Trustee for any losses, liabilities,  damages, claims or expenses
of the  Seller  or the  Trustee  arising  from  the  Master  Servicer's  willful
misfeasance,  bad faith or gross  negligence  in  preparing  any of the federal,
state and local tax returns of the REMIC as described  above.  In the event that
the Trustee  prepares any of the federal,  state and local tax returns of either
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,  respectively,  perform its  obligations
under this Section 8.14.

            Section 8.15      Monthly Advances.

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

            Section 8.16   Trustee   Covenants   Concerning   Year   2000
                           Compliance.

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


<PAGE>

                                   ARTICLE IX

                                   TERMINATION


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

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

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

            Notice of any termination,  specifying the Final  Distribution  Date
(which shall be a date that would  otherwise be a Distribution  Date) upon which
the  Certificateholders  may  surrender  their  Certificates  to the Trustee for
payment of the final  distribution and cancellation,  shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust   Estate)  or  by  the   Trustee   (in  any  other   case)  by  letter  to
Certificateholders  mailed not earlier than the 15th day of the month  preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which  final  payment of the  Certificates  will be made upon  presentation  and
surrender  of  Certificates  at the  office  or agency  of the  Trustee  therein
designated,  (B) the  amount of any such final  payment  and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable,  payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the  Master  Servicer  is  obligated  to give  notice to  Certificateholders  as
aforesaid,  it  shall  give  such  notice  to the  Trustee  and the  Certificate
Registrar at the time such notice is given to  Certificateholders.  In the event
such notice is given by the Master  Servicer,  the Master Servicer shall deposit
in  the  Certificate  Account  on or  before  the  Final  Distribution  Date  in
immediately available funds an amount equal to the purchase price for the assets
of the Trust  Estate  computed  as above  provided.  Failure  to give  notice of
termination  as described  herein shall not entitle a  Certificateholder  to any
interest beyond the interest payable on the Final Distribution Date.

            Upon  presentation  and surrender of the  Certificates,  the Trustee
shall cause to be distributed to  Certificateholders  on the Final  Distribution
Date in proportion to their respective  Percentage  Interests an amount equal to
(i) as to the Classes of Class A Certificates,  the respective Principal Balance
together  with any related  Class A Unpaid  Interest  Shortfall  and one month's
interest in an amount equal to the respective  Interest Accrual Amount,  (ii) as
to the  Classes  of  Class B  Certificates,  the  respective  Principal  Balance
together  with any related  Class B Unpaid  Interest  Shortfall  and one month's
interest in an amount equal to the respective  Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the  Certificate  Account  (other than amounts  retained to meet  claims)  after
application  pursuant  to clauses  (i),  (ii) and (iii) above and payment to the
Master  Servicer of any amounts it is entitled  as  reimbursement  or  otherwise
hereunder.  Notwithstanding the foregoing,  if the price paid pursuant to clause
(i) of the first  paragraph of this Section  9.01,  after  reimbursement  to the
Servicers,  the Master  Servicer  and the Trustee of any Periodic  Advances,  is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph,  then any shortfall in the amount  available for distribution
to  Certificateholders  shall be allocated in reduction of the amounts otherwise
distributable  on the Final  Distribution  Date in the same  manner as  Realized
Losses are  allocated  pursuant to Sections  4.02(b)  and 4.02(g)  hereof.  Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.

            In the event that all of the Certificateholders  shall not surrender
their  Certificates  for final  payment and  cancellation  within  three  months
following the Final  Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate  Account not distributed in final distribution
to  Certificateholders  to be withdrawn  therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase  the assets of the Trust  Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining  Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect  thereto.  If within  three months after the second  notice all the
Certificates  shall not have been surrendered for cancellation,  the Trustee may
take appropriate  steps, or may appoint an agent to take  appropriate  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,  the REMIC  pursuant to the
Code that  would be a claim  against  the Trust  Estate,  provided  that (a) the
Trustee  has  received  an Opinion of Counsel to the effect  that such action is
necessary or desirable to maintain  such  qualification  or to avoid or minimize
the risk of the  imposition  of any such tax and (b) such  action  shall not, as
evidenced by such Opinion of Counsel,  adversely  affect in any material respect
the interests of any Certificateholder,  (iv) to change the timing and/or nature
of deposits  into the  Certificate  Account  provided that (a) such change shall
not, as  evidenced  by an Opinion of Counsel,  adversely  affect in any material
respect the  interests  of any  Certificateholder  and (b) such change shall not
adversely affect the  then-current  rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect,  (v) to modify,  eliminate or add
to the  provisions of Section 5.02 or any other  provisions  hereof  restricting
transfer of the Certificates,  provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion  that any such  modifications
to this Agreement will neither  adversely  affect the rating on the Certificates
nor give rise to a risk that either the Trust  Estate or the REMIC or any of the
Certificateholders  will  be  subject  to  a  tax  caused  by  a  transfer  to a
non-permitted  transferee and (vi) to make any other  provisions with respect to
matters or questions  arising under this Agreement or such  Custodial  Agreement
which  shall  not  be  materially  inconsistent  with  the  provisions  of  this
Agreement,  provided  that such action  shall not, as evidenced by an Opinion of
Counsel,  adversely  affect  in  any  material  respect  the  interests  of  any
Certificateholder.

            This  Agreement or any Custodial  Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the  purpose  of adding  any  provisions  to or  changing  in any  manner or
eliminating any of the provisions of this Agreement or such Custodial  Agreement
or of modifying in any manner the rights of the Holders of  Certificates of such
Class; provided,  however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be  distributed  on any  Certificate  without the consent of the
Holder of such  Certificate,  (ii) adversely  affect in any material respect the
interest of the Holders of  Certificates  of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing,  as to such Class, Voting Interests  aggregating not less
than 66-2/3% or (iii) reduce the  aforesaid  percentage of  Certificates  of any
Class the  Holders  of which are  required  to  consent  to any such  amendment,
without  the  consent  of the  Holders  of all  Certificates  of such Class then
outstanding.

            Notwithstanding  any  contrary  provision  of  this  Agreement,  the
Trustee  shall not consent to any  amendment to this  Agreement  unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject  the REMIC to tax or cause the Trust  Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

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

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

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

                  (I)  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

                  (II) 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 and
(iii) in the case of the Trustee,  to the Corporate Trust Office,  or such other
address as may  hereafter be furnished to the Seller and the Master  Servicer in
writing by the Trustee, in each case Attention:  Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder  shall be given
by first class mail, postage prepaid,  at the address of such Holder as shown in
the  Certificate  Register.  Any notice  mailed or  transmitted  within the time
prescribed in this Agreement  shall be  conclusively  presumed to have been duly
given,  whether or not the addressee  receives such notice,  provided,  however,
that any  demand,  notice or  communication  to or upon the  Seller,  the Master
Servicer or the Trustee shall not be effective until received.

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

            Section 10.06     Severability of Provisions.

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

            Section 10.07     Special Notices to Rating Agencies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               (i) reports prepared pursuant to Section 3.05; and

               (ii)  statements prepared pursuant to Section 4.04.

            Section 10.08     Covenant of Seller.

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

            Section 10.09     Recharacterization.

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


<PAGE>

                                   ARTICLE XI

                             TERMS FOR CERTIFICATES

            Section 11.01     Class A Fixed Pass-Through Rate.

            The Class A Fixed Pass-Through Rate is 7.000% per annum.

            Section 11.02     Cut-Off Date.

            The Cut-Off Date for the Certificates is September 1, 1999.

            Section 11.03     Cut-Off Date Aggregate Principal Balance.

            The Cut-Off Date Aggregate Principal Balance is $250,583,791.39.

            Section 11.04     Original Class A Percentage.

            The Original Class A Percentage is 95.94970326%.

            Section 11.05     Original  Principal  Balances of the Classes of
Class A Certificates.

            As to the following  Classes of Class A Certificates,  the Principal
Balance of such Class as of the Cut-Off Date, as follows:

                                            Original
                      Class             Principal Balance
                      -----             -----------------

                    Class A-1           $124,000,000.00
                    Class A-2            $11,710,000.00
                    Class A-3             $8,404,000.00
                    Class A-4            $36,000,000.00
                    Class A-5            $17,600,000.00
                    Class A-6            $39,750,000.00
                    Class A-PO            $3,095,688.85
                    Class A-R                   $100.00

            Section 11.06     Original Class A Non-PO Principal Balance.

            The Original Class A Non-PO Principal Balance is $237,464,100.00.

            Section 11.07     Original Subordinated Percentage.

            The Original Subordinated Percentage is 4.05029674%.

            Section 11.08     Original Class B-1 Percentage.

            The Original Class B-1 Percentage is 2.02514786%.

            Section 11.09     Original Class B-2 Percentage.

            The Original Class B-2 Percentage is 0.86064743%.

            Section 11.10     Original Class B-3 Percentage.

            The Original Class B-3 Percentage is 0.45537543%.

            Section 11.11     Original Class B-4 Percentage.

            The Original Class B-4 Percentage is 0.30344893%.

            Section 11.12     Original Class B-5 Percentage.

            The Original Class B-5 Percentage is 0.20243397%.

            Section 11.13     Original Class B-6 Percentage.

            The Original Class B-6 Percentage is 0.20324312%.

            Section 11.14     Original Class B Principal Balance.

            The Original Class B Principal Balance is $10,024,002.54.

            Section 11.15     Original  Principal  Balances of the Classes of
Class B Certificates.

            As to the following  Classes of Class B  Certificate,  the Principal
Balance of such Class as of the Cut-Off Date, is as follows:

                                    Original
              Class              Principal Balance
              -----              -----------------
            Class B-1             $5,012,000.00
            Class B-2             $2,130,000.00
            Class B-3             $1,127,000.00
            Class B-4               $751,000.00
            Class B-5               $501,000.00


            Section 11.16     Original Class B-1 Fractional Interest.

            The Original Class B-1 Fractional Interest is 2.02514888%.

            Section 11.17     Original Class B-2 Fractional Interest.

            The Original Class B-2 Fractional Interest is 1.16450144%.

            Section 11.18     Original Class B-3 Fractional Interest.

            The Original Class B-3 Fractional Interest is 0.70912602%.

            Section 11.19     Original Class B-4 Fractional Interest.

            The Original Class B-4 Fractional Interest is 0.40567709%.

            Section 11.20     Original Class B-5 Fractional Interest.

            The Original  B-5 Fractional Interest is 0.20324311%.

            Section 11.21     Closing Date.

            The Closing Date is September 29, 1999.

            Section 11.22     Right to Purchase.

            The  right of the  Seller  to  purchase  all of the  Mortgage  Loans
pursuant to Section 9.01 hereof  shall be  conditioned  upon the Pool  Scheduled
Principal Balance of the Mortgage Loans being less than  $25,058,379.14  (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.

            Section 11.23     Wire Transfer Eligibility.

            With respect to the Class A (other than the Class A-PO and Class A-R
Certificates) and the Class B Certificates,  the minimum  Denomination  eligible
for wire  transfer on each  Distribution  Date is $500,000.  With respect to the
Class A-PO Certificates,  the minimum Denomination eligible for wire transfer on
each Distribution Date is 100% Percentage Interest. The Class A-R Certificate is
not eligible for wire transfer.

            Section 11.24     Single Certificate.

            A Single  Certificate for each Class of Class A Certificates  (other
than the Class  A-PO and Class A-R  Certificates)  and each Class of the Class B
Certificates  (other than the Class B-4,  Class B-5 and Class B-6  Certificates)
represents  a  $100,000  Denomination.  A Single  Certificate  for the Class A-R
Certificate  represents a $100 Denomination.  A Single Certificate for the Class
B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination.  A
Single  Certificate for the Class A-PO  Certificates  represents a $3,095,688.85
Denomination.

            Section 11.25     Servicing Fee Rate.

            The rate used to calculate  the  Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.

            Section 11.26     Master Servicing Fee Rate.

            The  rate  used to  calculate  the  Master  Servicing  Fee for  each
Mortgage Loan is 0.017% per annum.


<PAGE>





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


                                    NORWEST ASSET SECURITIES
                                    CORPORATION
                                       as Seller



                                       By:____________________________________
                                          Name:   Alan S. McKenney
                                          Title:    Vice President




                                    NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION
                                       as Master Servicer



                                       By:____________________________________
                                          Name:   Nancy E. Burgess
                                          Title:    Vice President




                                    FIRST UNION NATIONAL BANK
                                       as Trustee



                                       By:____________________________________
                                          Name:
                                          Title:


Attest:
By:___________________________
Name:_________________________
Title:________________________


<PAGE>


STATE OF MARYLAND   )
                    )     ss.:
COUNTY OF FREDERICK )


            On this 29th day of September,  1999,  before me, a notary public in
and for the State of Maryland, personally appeared Alan S. McKenney, known to me
who,  being by me duly  sworn,  did  depose  and say that he  resides at McLean,
Virginia; that he is a Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name  thereto by order of the Board of  Directors of said
corporation.



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

[NOTARIAL SEAL]


<PAGE>





STATE OF MARYLAND       )
                        )  ss.:
COUNTY OF FREDERICK     )


            On this 29th day of September,  1999,  before me, a notary public in
and for the State of Maryland, personally appeared Nancy E. Burgess, known to me
who,  being by me duly sworn,  did depose and say that she resides at Frederick,
Maryland;  that she is a Vice  President  of Norwest  Bank  Minnesota,  National
Association,  a national banking  association,  one of the parties that executed
the foregoing  instrument;  and that she signed her name thereto by order of the
Board of Directors of said corporation.



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

[NOTARIAL SEAL]


<PAGE>






STATE OF NORTH CAROLINA )
                        )     ss.:
COUNTY OF               )


            On this 29th day of September,  1999,  before me, a notary public in
and for the State of North Carolina, personally appeared  _____________________,
known to me who,  being by me duly sworn,  did depose and say that he resides at
__________________,  North Carolina; that he is a _____________________ of First
Union National  Bank, a national  banking  association,  one of the parties that
executed  the  foregoing  instrument;  and that s/he signed his name  thereto by
order of the Board of Directors of said corporation.



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

[NOTARIAL SEAL]


<PAGE>


                                   SCHEDULE I


    Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
         Series 1999-23 Applicable Unscheduled Principal Receipt Period


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

Norwest Mortgage, Inc.                  Prior Month            Prior Month
(Exhibit F-1)
Norwest Mortgage, Inc.                   Mid Month              Mid Month
(Exhibit F-2)
SunTrust Mortgage, Inc.                  Mid Month             Prior Month
NOVUS Financial Corporation              Mid Month             Prior Month
Hibernia National Bank                   Mid Month             Prior Month
HomeSide Lending                         Mid Month             Prior Month
Charter Bank for Savings, FSB            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 SELLER OR
        ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
        ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
       SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
       DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
                TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
               OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23 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, 1999

CUSIP No.:                                     First Distribution Date:  October
                                               25, 1999

Percentage Interest evidenced                  Denomination: $
by this Certificate:   %

Final Scheduled Maturity Date:  October 25, 2029

            THIS  CERTIFIES THAT  ___________________________  is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  monthly
distributions  to the Holders of the Class A-1  Certificates  with  respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,  monthly
pay, fully  amortizing,  first lien,  one- to four-family  residential  mortgage
loans,  other than the Fixed Retained Yield, if any, with respect  thereto,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and  Servicing  Agreement  dated as of September  29, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1  Certificates  on such  Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the Principal  Balance of certain  Classes of Class A  Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal  will be  allocated  among the Classes of Class A  Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-1 Certificates  applicable to each  Distribution Date will be 7.000% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.

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

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

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 99.060070%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this  Certificate is approximately  1.01770333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  7.40%;  and (iii) the amount of OID  allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.023318910%.

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

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



<PAGE>



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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer



<PAGE>




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

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

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23 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, 1999

CUSIP No.:                                     First Distribution Date:  October
                                               25, 1999

Percentage Interest evidenced                  Denomination: $
by this Certificate:   %

Final Scheduled Maturity Date:  October 25, 2029







<PAGE>





            THIS  CERTIFIES THAT  ___________________________  is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  monthly
distributions  to the Holders of the Class A-2  Certificates  with  respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,  monthly
pay, fully  amortizing,  first lien,  one- to four-family  residential  mortgage
loans,  other than the Fixed Retained Yield, if any, with respect  thereto,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and  Servicing  Agreement  dated as of September  29, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2  Certificates  on such  Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the Principal  Balance of certain  Classes of Class A  Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal  will be  allocated  among the Classes of Class A  Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-2 Certificates  applicable to each  Distribution Date will be 7.000% per
annum.  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 SELLER OR
        ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
        ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
       SUCHOTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
       DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
                TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
               OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23 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, 1999

CUSIP No.:                                     First Distribution Date:  October
                                               25, 1999

Percentage Interest evidenced                  Denomination: $
by this Certificate:   %

Final Scheduled Maturity Date:  October 25, 2029


<PAGE>



            THIS  CERTIFIES THAT  ___________________________  is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  monthly
distributions  to the Holders of the Class A-3  Certificates  with  respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,  monthly
pay, fully  amortizing,  first lien,  one- to four-family  residential  mortgage
loans,  other than the Fixed Retained Yield, if any, with respect  thereto,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and  Servicing  Agreement  dated as of September  29, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3  Certificates  on such  Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the Principal  Balance of certain  Classes of Class A  Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal  will be  allocated  among the Classes of Class A  Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-3 Certificates  applicable to each  Distribution Date will be 7.000% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.

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

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

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 95.622570%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this  Certificate is approximately  4.45520333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  7.68%;  and (iii) the amount of OID  allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.024456260%.

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

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


<PAGE>




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

Dated:


                                          First Union National Bank,
                                            Trustee

                                          By____________________________
                                             Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By:________________________
   Authorized Officer




<PAGE>





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

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

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23 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, 1999

CUSIP No.:                                     First Distribution Date:  October
                                               25, 1999

Percentage Interest evidenced                  Denomination: $
by this Certificate:   %

Final Scheduled Maturity Date:  October 25, 2029


<PAGE>





            THIS  CERTIFIES THAT  ___________________________  is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  monthly
distributions  to the Holders of the Class A-4  Certificates  with  respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,  monthly
pay, fully  amortizing,  first lien,  one- to four-family  residential  mortgage
loans,  other than the Fixed Retained Yield, if any, with respect  thereto,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and  Servicing  Agreement  dated as of September  29, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4  Certificates  on such  Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the Principal  Balance of certain  Classes of Class A  Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal  will be  allocated  among the Classes of Class A  Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-4 Certificates  applicable to each  Distribution Date will be 7.000% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.

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

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

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 95.247570%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this  Certificate is approximately  4.83020333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  7.87%;  and (iii) the amount of OID  allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.035791280%.

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

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


<PAGE>




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

Dated:


                                          First Union National Bank,
                                            Trustee

                                          By____________________________
                                             Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By:________________________
   Authorized Officer




<PAGE>





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

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

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23 CLASS A-5

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

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

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

            UNTIL THE ACCRETION  TERMINATION  DATE, THE INTEREST THAT ACCRUES ON
THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL NOT BE PAYABLE.  BECAUSE SUCH
UNPAID  INTEREST  IS ADDED TO THE  PRINCIPAL  BALANCE  OF THIS  CERTIFICATE  AND
BECAUSE  DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE  OF THIS  CERTIFICATE  AT ANY TIME MAY BE MORE OR LESS THAN THE  INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.


Certificate No.                                Cut-Off Date:  September 1, 1999

CUSIP No.:                                     First Distribution Date:  October
                                               25, 1999

Percentage Interest evidenced                  Denomination: $
by this Certificate:   %

Final Scheduled Maturity Date:  October 25, 2029







<PAGE>





            THIS  CERTIFIES THAT  ___________________________  is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  monthly
distributions  to the Holders of the Class A-5  Certificates  with  respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,  monthly
pay, fully  amortizing,  first lien,  one- to four-family  residential  mortgage
loans,  other than the Fixed Retained Yield, if any, with respect  thereto,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and  Servicing  Agreement  dated as of September  29, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5  Certificates  on such  Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the Principal  Balance of certain  Classes of Class A  Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal  will be  allocated  among the Classes of Class A  Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-5 Certificates  applicable to each  Distribution Date will be 7.000% per
annum.  Prior to the Accretion  Termination Date, no distribution of interest on
this Certificate will be made. Prior to the Accretion Termination Date, interest
otherwise  available for  distribution on this  Certificate will be added to the
Principal Balance of the Class A-5 Certificates on each  Distribution  Date. The
amount of  interest  which  accrues  on this  Certificate  in any month  will be
subject to reduction with respect to any  Non-Supported  Interest  Shortfall and
the  interest  portion of certain  Realized  Losses  allocated  to the Class A-5
Certificates, as described in the Agreement.

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

            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, 1999, at an issue price
of 82.435070%,  including  accrued  interest,  and a stated  redemption price at
maturity  equal to the sum of its initial  principal  balance  and all  interest
distributions  hereon (whether current or accrued),  and is issued with original
issue  discount  ("OID") for federal  income tax  purposes.  Assuming  that this
Certificate  pays  in  accordance  with  projected  cash  flows  reflecting  the
prepayment assumption of 225% SPA (as defined in the Prospectus Supplement dated
September  22, 1999 with  respect to the  offering  of the Class A  Certificates
(except  the  Class  A-PO  Certificates),  Class  B-1,  Class  B-2 and Class B-3
Certificates)  used  to  price  this  Certificate:  (i) the  amount  of OID as a
percentage of the initial principal balance of this Certificate is approximately
222.97725101%; (ii) the annual yield to maturity of this Certificate, compounded
monthly,  is  approximately  8.27%; and (iii) the amount of OID allocable to the
short  first  accrual  period  (September  29,  1999 to October  25,  1999) as a
percentage  of the initial  principal  balance of this  Certificate,  calculated
using the exact method, is approximately 0.491915880%.

            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-6
                     [FORM OF FACE OF CLASS A-6 CERTIFICATE]

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

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23 CLASS A-6

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

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

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

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

Certificate No.                                Cut-Off Date:  September 1, 1999

CUSIP No.:                                     First Distribution Date:  October
                                               25, 1999

Percentage Interest evidenced                  Denomination: $
by this Certificate:   %

Final Scheduled Maturity Date:  October 25, 2029







<PAGE>





            THIS  CERTIFIES THAT  ___________________________  is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  monthly
distributions  to the Holders of the Class A-6  Certificates  with  respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,  monthly
pay, fully  amortizing,  first lien,  one- to four-family  residential  mortgage
loans,  other than the Fixed Retained Yield, if any, with respect  thereto,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and  Servicing  Agreement  dated as of September  29, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6  Certificates  on such  Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the Principal  Balance of certain  Classes of Class A  Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal  will be  allocated  among the Classes of Class A  Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-6 Certificates  applicable to each  Distribution Date will be 7.000% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.

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

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

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 97.810070%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this  Certificate is approximately  2.26770333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  7.35%;  and (iii) the amount of OID  allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.013448180%.

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

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


<PAGE>




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

Dated:


                                          First Union National Bank,
                                            Trustee

                                          By____________________________
                                             Authorized Officer

Countersigned:

First Union National Bank,
  Trustee

By:________________________
   Authorized Officer




<PAGE>





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

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                           SERIES 1999-23, 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, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029





<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, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

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

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

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

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

            This  Certificate is issued on September 29, 1999, at an issue price
of 62.625000%  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 225% SPA (as
defined in the Prospectus  Supplement  dated  September 22, 1999 with respect to
the offering of the Class A Certificates  (except the Class A-PO  Certificates),
Class B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial  principal  balance of this
Certificate is approximately 37.37500000%;  (ii) the annual yield to maturity of
this  Certificate,  compounded  monthly,  is approximately  7.96%; and (iii) the
amount of OID allocable to the short first accrual period (September 29, 1999 to
October  25,  1999) as a  percentage  of the initial  principal  balance of this
Certificate, calculated using the exact method, is approximately 0.359868210%.

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

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



<PAGE>



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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





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

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

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23, 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, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029




<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, 1999 (the "Agreement")  among
the Seller,  Norwest Bank Minnesota,  National  Association,  as master servicer
(the  "Master  Servicer")  and  First  Union  National  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereinafter.  To the extent not defined herein, the capitalized terms used
herein  have  the  meanings  ascribed  to  such  terms  in the  Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate  required to be distributed to
the Holder of the Class A-R Certificate on such  Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the Principal  Balance of certain  Classes of Class A  Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal  will be  allocated  among the Classes of Class A  Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-R Certificate  applicable to each  Distribution  Date will be 7.000% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.

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

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

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



<PAGE>



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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





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

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23, 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, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029





<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, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement,  any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution  Date,  subject to adjustment,  in certain
events,  as specified in the Agreement.  The pass-through  rate on the Class B-1
Certificates  applicable to each Distribution Date will be 7.000% per annum. The
amount of  interest  which  accrues  on this  Certificate  in any month  will be
subject to reduction with respect to any  Non-Supported  Interest  Shortfall and
the  interest  portion of certain  Realized  Losses  allocated  to the Class B-1
Certificates, as described in the Agreement.

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

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

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

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 95.044440%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this  Certificate is approximately  5.03333333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  7.69%;  and (iii) the amount of OID  allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.022338110%.

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

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



<PAGE>



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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





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

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23, 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, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029





<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, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the  prior  rights  of the  Class A  Certificates  and  each  Class  of  Class B
Certificates  bearing  a  lower  numerical   designation  as  specified  in  the
Agreement,  any Class B-2  Distribution  Amount  required to be  distributed  to
Holders of the Class B-2  Certificates  on such  Distribution  Date,  subject to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-2 Certificates  applicable to each Distribution Date will be
7.000% per annum.  The amount of interest  which accrues on this  Certificate in
any month  will be  subject  to  reduction  with  respect  to any  Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.

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

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

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

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 93.764440%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this  Certificate is approximately  6.31333333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  7.88%;  and (iii) the amount of OID  allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately  0.027747720%.This  Certificate  constitutes a "regular
interest"  in a "real  estate  mortgage  investment  conduit" as those terms are
defined in Section  860G(a)(1) and Section 860D,  respectively,  of the Internal
Revenue Code of 1986, as amended.

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

<PAGE>


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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





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

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23, 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, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029





<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, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the  prior  rights  of the  Class A  Certificates  and  each  Class  of  Class B
Certificates  bearing  a  lower  numerical   designation  as  specified  in  the
Agreement,  any Class B-3  Distribution  Amount  required to be  distributed  to
Holders of the Class B-3  Certificates  on such  Distribution  Date,  subject to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-3 Certificates  applicable to each Distribution Date will be
7.000% per annum.  The amount of interest  which accrues on this  Certificate in
any month  will be  subject  to  reduction  with  respect  to any  Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.

            Distributions  on this  Certificate  will be made on  behalf  of the
Trustee  either by the Master  Servicer or by a Paying  Agent  appointed  by the
Master Servicer by check mailed to the address of the Person  entitled  thereto,
as such name and address shall appear on the Certificate  Register,  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  the
Holder hereof  desiring to make any such  transfer  shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement,  stating
either  (a) that the  transferee  is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect  such  purchase  or (b)  subject to
certain conditions described in the Agreement,  that the source of funds used to
purchase this Certificate is an "insurance  company general account," or (ii) if
such  transferee is a Plan, (a) an opinion of counsel  acceptable to and in form
and substance satisfactory to the Trustee and the Seller with 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, 1999, and based on its
issue price of 85.794440%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this Certificate is approximately  14.28333333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  9.12%;  and (iii) the amount of OID  allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.059286250%.

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

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

<PAGE>


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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





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

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

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23, 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, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029




<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, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the  prior  rights  of the  Class A  Certificates  and  each  Class  of  Class B
Certificates  bearing  a  lower  numerical   designation  as  specified  in  the
Agreement,  any Class B-4  Distribution  Amount  required to be  distributed  to
Holders of the Class B-4  Certificates  on such  Distribution  Date,  subject to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-4 Certificates  applicable to each Distribution Date will be
7.000% per annum.  The amount of interest  which accrues on this  Certificate in
any month  will be  subject  to  reduction  with  respect  to any  Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.

            Distributions  on this  Certificate  will be made on  behalf  of the
Trustee  either by the Master  Servicer or by a Paying  Agent  appointed  by the
Master Servicer by check mailed to the address of the Person  entitled  thereto,
as such name and address shall appear on the Certificate  Register,  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-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,  (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  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.

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 70.574440%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this Certificate is approximately  29.50333333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  12.05%;  and (iii) the amount of OID allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.108059520%.

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



<PAGE>



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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





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

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

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23, 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, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029




<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, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the  prior  rights  of the  Class A  Certificates  and  each  Class  of  Class B
Certificates  bearing  a  lower  numerical   designation  as  specified  in  the
Agreement,  any Class B-5  Distribution  Amount  required to be  distributed  to
Holders of the Class B-5  Certificates  on such  Distribution  Date,  subject to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-5 Certificates  applicable to each Distribution Date will be
7.000% per annum.  The amount of interest  which accrues on this  Certificate in
any month  will be  subject  to  reduction  with  respect  to any  Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.

            Distributions  on this  Certificate  will be made on  behalf  of the
Trustee  either by the Master  Servicer or by a Paying  Agent  appointed  by the
Master Servicer by check mailed to the address of the Person  entitled  thereto,
as such name and address shall appear on the Certificate  Register,  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-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,  (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, 1999, and based on its
issue price of 45.634440%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this Certificate is approximately  54.44333333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  19.80%;  and (iii) the amount of OID allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.146350500%.

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

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



<PAGE>



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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





                                   EXHIBIT B-6
                     [FORM OF FACE OF CLASS B-6 CERTIFICATE]

THIS   CERTIFICATE  IS   SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES,  THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3  CERTIFICATES,  THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

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



<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 1999-23, CLASS B-6

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

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

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

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



Certificate No.                                Cut-Off Date: September 1, 1999

CUSIP No.:                                     First Distribution Date: October
                                               25, 1999

Percentage Interest evidenced by this          Denomination: $
Certificate:  %

Final Scheduled Maturity Date: October 25, 2029




<PAGE>



            THIS CERTIFIES THAT  ____________________________  is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  monthly
distributions  to the Holders of the Class B-6  Certificates  with  respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,  monthly
pay, fully  amortizing,  first lien,  one- to four-family  residential  mortgage
loans,  other than the Fixed Retained Yield, if any, with respect  thereto,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and  Servicing  Agreement  dated as of September  29, 1999
(the   "Agreement")   among  the  Seller,   Norwest  Bank  Minnesota,   National
Association, as master servicer (the "Master Servicer") and First Union National
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth hereinafter.  To the extent not defined herein,
the  capitalized  terms used herein have the meanings  ascribed to such terms in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement,  a distribution will be made
on the 25th day of each  month or, if such 25th day is not a Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last Business Day of
the month  preceding the month of such  distribution,  in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the  prior  rights  of the  Class A  Certificates  and  each  Class  of  Class B
Certificates  bearing  a  lower  numerical   designation  as  specified  in  the
Agreement,  any Class B-6  Distribution  Amount  required to be  distributed  to
Holders of the Class B-6  Certificates  on such  Distribution  Date,  subject to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-6 Certificates  applicable to each Distribution Date will be
7.000% per annum.  The amount of interest  which accrues on this  Certificate in
any month  will be  subject  to  reduction  with  respect  to any  Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.

            Distributions  on this  Certificate  will be made on  behalf  of the
Trustee  either by the Master  Servicer or by a Paying  Agent  appointed  by the
Master Servicer by check mailed to the address of the Person  entitled  thereto,
as such name and address shall appear on the Certificate  Register,  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-6  Certificate  will be made  unless such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof,  (i) the transferee will be required to execute
an  investment  letter in the form  described in the  Agreement and (ii) if such
transfer  is to be made  within  three  years  from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any  affiliate  thereof  was  a  Holder  of  the  Certificates  proposed  to  be
transferred,  and unless  such  transfer is made in reliance on Rule 144A of the
Securities  Act of 1933,  as amended,  the Trustee or the Seller may require the
Holder to deliver an opinion of counsel  acceptable to and in form and substance
satisfactory  to the  Trustee  and the  Seller  that  such  transfer  is  exempt
(describing  the applicable  exemption and the basis  therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended,  and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall,  and does hereby agree to, indemnify the Trustee,
the Seller,  the Master  Servicer,  and any Paying Agent acting on behalf of the
Trustee  against any liability  that may result if the transfer is not so exempt
or is not made in  accordance  with such Federal and state laws.  In  connection
with any such  transfer,  the Trustee  will also  require  (i) a  representation
letter,  in the form as described in the Agreement,  stating either (a) that the
transferee  is not a Plan and is not  acting  on  behalf  of a Plan or using the
assets of a Plan to effect such  purchase  or (b) subject to certain  conditions
described  in the  Agreement,  that the  source of funds used to  purchase  this
Certificate  is  an  "insurance  company  general  account,"  or  (ii)  if  such
transferee  is a Plan,  (a) an opinion of counsel  acceptable to and in form and
substance  satisfactory  to the Trustee  and the Seller with  respect to certain
matters and (b) such other  documentation  as the Seller or the Master  Servicer
may require, as described in the Agreement.

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

            This  Certificate  is issued on September 29, 1999, and based on its
issue price of 17.044440%,  including accrued interest,  and a stated redemption
price  at  maturity  equal  to its  initial  principal  balance  (plus 4 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 225% SPA (as defined in the Prospectus  Supplement dated September
22, 1999 with  respect to the offering of the Class A  Certificates  (except the
Class A-PO Certificates),  Class B-1, Class B-2 and Class B-3 Certificates) used
to price this Certificate:  (i) the amount of OID as a percentage of the initial
principal  balance of this Certificate is approximately  83.03333333%;  (ii) the
annual  yield  to  maturity  of  this  Certificate,   compounded   monthly,   is
approximately  49.13%;  and (iii) the amount of OID allocable to the short first
accrual  period  (September 29, 1999 to October 25, 1999) as a percentage of the
initial  principal  balance  of this  Certificate,  calculated  using  the exact
method, is approximately 0.97567750%.

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

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



<PAGE>



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

Dated:


                                       First Union National Bank,
                                          Trustee



                                       By_______________________________________
                                          Authorized Officer



Countersigned:

First Union National Bank,
  Trustee



By _________________________________
   Authorized Officer


<PAGE>





                                    EXHIBIT C

               [Form of Reverse of Series 1999-23 Certificates]

                      NORWEST ASSET SECURITIES CORPORATION
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1999-23

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

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

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

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

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

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

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

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

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



<PAGE>



                                   ASSIGNMENT

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

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

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

Social Security or other Identifying Number of Assignee:________________________

Dated:



                                       By_______________________________________
                                          Signature by or on behalf of assignor



                                       By ______________________________________
                                          Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The  assignee   should   include  the   following  for  purposes  of
distribution:

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


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

<PAGE>




                                    EXHIBIT D
                                    RESERVED

<PAGE>





                                    EXHIBIT E

                               CUSTODIAL AGREEMENT

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

                                 WITNESSETH THAT

            WHEREAS,  the Seller,  the Master  Servicer,  and the Trustee,  have
entered into a Pooling and  Servicing  Agreement  dated as of September 29, 1999
relating to the issuance of Mortgage Pass-Through  Certificates,  Series 1999-23
(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  2.01  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 2.02  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 2.03 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  2.04  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 2.05  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 2.06 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  3.01  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 2.05 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 3.02 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 3.03  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 3.04 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 3.05 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 3.07.

            Any  resignation  or removal of the Custodian and  appointment  of a
successor Custodian pursuant to any of the provisions of this Section 3.05 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 3.06 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 3.07 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 4.01 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  4.02  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  4.03  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 4.04  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 4.05  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                   By:______________________________________
Frederick, Maryland 21703              Name:____________________________________
                                       Title:___________________________________

Address:                               NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION

7485 New Horizon Way                   By:______________________________________
Frederick, Maryland 21703              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>

<TABLE>
                                                         EXHIBIT F-1

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


NASCOR
NMI/1999-23 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS

<CAPTION>
  (i)            (ii)                              (iii)         (iv)         (v)          (vi)        (vii)        (viii)
  ---            ----                              -----         ----         ---          ----        -----        ------
                                                                              NET
MORTGAGE                                                       MORTGAGE     MORTGAGE      CURRENT     ORIGINAL     SCHEDULED
  LOAN                                   ZIP      PROPERTY     INTEREST     INTEREST      MONTHLY     TERM TO      MATURITY
 NUMBER          CITY         STATE     CODE        TYPE         RATE         RATE        PAYMENT     MATURITY       DATE
- --------         ----         -----     ----      --------     --------     --------      -------     --------     ---------
<S>          <C>              <C>       <C>       <C>          <C>          <C>          <C>          <C>          <C>
6999676      KENDALL           WI       54638       SFD         7.750        7.000       $3,008.93      360        1-Jul-29
7534235      APPLE VALLEY      MN       55124       SFD         7.000        6.733       $1,788.34      360        1-Jan-29


NASCOR
NMI/1999-23 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
(continued)

<CAPTION>
  (i)           (ix)          (x)       (xi)         (xii)       (xiii)      (xiv)         (xv)        (xvi)
  ---           ----          ---       ----         -----       ------      -----         ----        -----
               CUT-OFF
MORTGAGE        DATE                               MORTGAGE                   T.O.P.      MASTER       FIXED
  LOAN        PRINCIPAL                            INSURANCE     SERVICE     MORTGAGE     SERVICE     RETAINED
 NUMBER        BALANCE        LTV      SUBSIDY       CODE          FEE         LOAN         FEE        YIELD
- --------      ---------       ---      -------     ---------     -------     --------     -------     --------
<S>          <C>             <C>       <C>         <C>           <C>         <C>          <C>         <C>
6999676      $419,405.23     42.00                                0.250                    0.017       0.483
7534235      $267,000.85     80.00                                0.250                    0.017       0.000

             $686,406.08
</TABLE>


COUNT:                 2
WAC:         7.458262145
WAM:         355.6660972
WALTV:       56.78138466

<PAGE>

<TABLE>
                                                       EXHIBIT F-2

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


NASCOR
NMI / 1999-23  Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION  LOANS

<CAPTION>
  (i)                  (ii)                                  (iii)         (iv)         (v)         (vi)         (vii)
  ---                  ----                                  -----         ----         ---         ----         -----
                                                                                        NET
MORTGAGE                                                                 MORTGAGE     MORTGAGE     CURRENT      ORIGINAL
  LOAN                                             ZIP      PROPERTY     INTEREST     INTEREST     MONTHLY      TERM TO
 NUMBER                CITY             STATE     CODE        TYPE         RATE         RATE       PAYMENT      MATURITY
- --------               ----             -----     ----      --------     --------     --------     -------      --------
<S>          <C>                        <C>       <C>       <C>          <C>          <C>         <C>           <C>
4802877      MYRTLE BEACH                SC       29572       SFD         7.250        6.983      $1,875.99       360
4846072      SAN LEANDRO                 CA       94577       SFD         7.375        7.000      $1,653.48       360
4861742      HUDSON                      WI       54016       SFD         7.625        7.000      $1,855.84       360
4867652      LONG GROVE                  IL       60047       SFD         7.125        6.858      $3,537.02       360
4886433      LITTLETON                   CO       80127       SFD         7.500        7.000      $2,286.43       360
4914795      MILL VALLEY                 CA       94941       SFD         8.125        7.000      $2,710.12       360
4923976      NEW HOPE                    PA       18938       SFD         7.875        7.000      $3,262.82       360
4926641      BOISE                       ID       83712       SFD         7.000        6.733      $3,647.85       360
4931762      MANTEO                      NC       27954       SFD         7.875        7.000      $2,392.73       360
4945950      WESLEY HILLS (Suffern)      NY       10901       SFD         8.000        7.000      $2,964.41       360
4966091      WAYNE                       NJ       07470       SFD         7.125        6.858      $3,301.22       360
4967622      RESTON                      VA       20194       SFD         7.000        6.733      $3,120.27       360
4969136      SHORT HILLS                 NJ       07078       SFD         7.750        7.000      $3,582.07       360
4971270      HALF MOON BAY               CA       94019       SFD         6.125        5.858      $1,610.17       360
4976550      SOUTHOLD                    NY       11971       SFD         7.875        7.000      $2,056.66       360
4979448      YORBA LINDA                 CA       92887       SFD         8.000        7.000      $3,888.96       360
4992256      MYRTLEBEACH                 SC       29572       SFD         7.500        7.000      $1,959.55       360
4995731      HILLSBORO                   OR       97123       SFD         7.000        6.733      $3,220.07       360
4997809      DAMASCUS                    MD       20872       SFD         7.000        6.733      $1,810.96       360
5001899      GREAT NECK                  NY       11021       SFD         7.375        7.000      $4,489.39       360
5002051      HARVARD                     MA       01451       SFD         7.625        7.000      $1,769.49       360
5004326      NUTLEY                      NJ       07110       SFD         8.250        7.000      $2,073.50       360
5004986      DOBBS FERRY                 NY       10522       SFD         7.500        7.000      $4,027.48       360
5005479      CHAPPAQUA                   NY       10514       SFD         7.875        7.000      $2,646.51       360
5007983      NEW YORK                    NY       10011       HCO         7.250        6.983      $2,579.31       360
5012224      BERKELEY HEIGHTS            NJ       07922       SFD         7.750        7.000      $2,397.17       240
5013401      HUNTINGTON                  NY       11743       SFD         7.000        6.733      $2,182.19       360
5013730      HILTON HEAD ISLAND          SC       29928       SFD         7.500        7.000      $1,859.91       360
5015454      MOUNTAINSIDE                NJ       07092       SFD         7.250        6.983      $2,043.12       360
5018666      HOUSTON                     TX       77007       SFD         6.875        6.608      $2,049.62       360
5020561      DARIEN                      CT       06820       SFD         7.250        6.983      $2,953.82       360
5021595      STEAMBOAT SPRINGS           CO       80477       SFD         7.250        6.983      $4,093.06       360
5022230      NANTUCKET                   MA       02554       SFD         7.500        7.000      $2,866.78       360
5028281      NEWTON                      MA       02159       SFD         6.750        6.483      $3,268.94       360
5028491      MERRICK                     NY       11566       SFD         7.625        7.000      $1,911.05       360
5028573      HEWLETT HARBOR              NY       11557       SFD         7.875        7.000      $2,900.28       360
5029461      CONCORD                     MA       01742       SFD         6.750        6.483      $3,372.72       360
5030829      BERTHOUD                    CO       80513       SFD         7.500        7.000      $2,287.89       240
5031326      APTOS                       CA       95003       SFD         7.250        6.983      $2,919.72       360
5031662      SYOSSET                     NY       11791       LCO         7.625        7.000      $1,868.58       360
5031855      DOBBS FERRY                 NY       10522       SFD         6.750        6.483      $3,891.59       360
5032142      CANTON                      GA       30115       SFD         7.000        6.733      $2,384.44       360
5033379      PORT WASHINGTON             NY       11050       SFD         7.125        6.858      $1,852.73       360
5034426      BRANCHBURG                  NJ       08876       SFD         8.000        7.000      $2,568.18       360
5034467      HERNDON                     VA       20171       SFD         6.875        6.608      $1,970.13       360
5035195      FLAGSTAFF                   AZ       86004       SFD         7.000        6.733      $2,281.99       360
5035864      HENDERSON                   NV       89014       SFD         6.500        6.233      $2,212.24       360
5037491      BROOKFIELD                  WI       53045       SFD         7.375        7.000      $3,306.96       360
5037496      UPPER MARLBORO              MD       20774       SFD         7.125        6.858      $1,829.48       360
5037837      ROCKVILLE CENTRE            NY       11570       SFD         6.375        6.108      $2,027.58       360
5040856      FLUSHING                    NY       11358       SFD         7.500        7.000      $1,835.44       360
5042060      DALLAS                      TX       75248       SFD         7.250        6.983      $4,434.15       360
5042193      DALLAS                      TX       75225       SFD         7.625        7.000      $3,185.08       360
5042648      KATONAH                     NY       10536       SFD         7.625        7.000      $2,300.33       360
5042816      RYE                         NY       10580       SFD         7.500        7.000      $6,992.15       360
5043399      WESTFIELD                   NJ       07090       SFD         7.500        7.000      $2,150.09       360
5043566      KINGWOOD                    TX       77339       SFD         7.000        6.733      $1,829.59       360
5044187      LODI                        CA       95240       SFD         7.250        6.983      $2,384.89       360
5044600      MADISON                     MS       39110       SFD         7.375        7.000      $2,161.82       360
5044691      SHOREWOOD                   WI       53211       SFD         7.625        7.000      $2,264.94       360
5044984      UPPER FREEHOLD              NJ       08501       SFD         8.000        7.000      $2,186.62       360
5046195      REDDING                     CA       96001       SFD         6.750        6.483      $1,777.16       360
5046381      HASTINGS-ON-HUDSON          NY       10706       SFD         7.000        6.733      $2,661.21       360
5046522      NEW YORK                    NY       10069       HCO         7.000        6.733      $2,469.94       360
5046637      NEW CASTLE                  NY       10562       SFD         8.000        7.000      $3,434.02       360
5049676      SAN CARLOS                  CA       94070       SFD         8.125        7.000      $2,482.92       360
5050301      NEW YORK                    NY       10019       HCO         8.250        7.000      $2,958.12       360
5050402      AUSTIN                      TX       78734       SFD         8.125        7.000      $3,712.49       360
5050481      SEATTLE                     WA       98109       LCO         7.375        7.000      $2,797.23       360
5050613      POTOMAC                     MD       20854       SFD         7.875        7.000      $2,726.27       360
5050856      RADNOR                      PA       19087       SFD         6.750        6.483      $2,270.10       360
5051535      WESTFIELD                   NJ       07090       SFD         7.625        7.000      $2,802.86       360
5051715      GRAPEVINE                   TX       76051       SFD         7.125        6.858      $1,748.64       360
5051838      REDDING                     CT       06896       SFD         7.375        7.000      $2,072.03       360
5052926      GLASTONBURY                 CT       06033       SFD         7.750        7.000      $2,435.81       360
5053502      SOUTH ORANGE                NJ       07079       SFD         8.125        7.000      $1,462.72       360
5053836      GARDEN CITY                 NY       11530       SFD         7.250        6.983      $2,182.97       360
5054060      CUPERTINO                   CA       95014       PUD         9.125        7.000      $2,343.27       360
5054693      JUPITOR                     FL       33477       SFD         7.875        7.000      $2,537.75       360
5054758      SAN RAMON                   CA       94583       LCO         7.750        7.000      $1,734.44       360
5055839      EAST NORTHPORT              NY       11731       SFD         7.625        7.000      $1,815.49       360
5055843      MERRICK                     NY       11566       SFD         7.500        7.000      $1,817.96       360
5055849      MELVILLE                    NY       11747       SFD         8.000        7.000      $2,304.02       360
5055856      EAST HILLS                  NY       11576       SFD         7.750        7.000      $2,399.98       360
5055913      BELLA VISTA                 AR       72715       SFD         7.375        7.000      $2,348.30       360
5056511      NEW HYDE PARK               NY       11040       SFD         7.000        6.733      $2,029.18       360
5056531      NORTH CALDWELL              NJ       07006       SFD         7.500        7.000      $2,447.26       360
5056664      CHEVY CHASE                 MD       20815       SFD         7.500        7.000      $2,517.18       360
5056715      PHOENIX                     AZ       85044       SFD         7.625        7.000      $2,656.00       360
5056972      ANNAPOLIS                   MD       21403       SFD         7.500        7.000      $2,097.65       360
5056985      GRANVILLE                   OH       43023       SFD         7.500        7.000      $1,957.80       360
5057173      HERNDON                     VA       20171       SFD         7.875        7.000      $1,993.94       360
5057400      NEW YORK                    NY       10016       HCO         7.500        7.000      $2,125.62       360
5057795      SAN FRANCISCO               CA       94107       SFD         6.875        6.608      $2,853.70       360
5057871      OAK HILL                    VA       20171       SFD         7.875        7.000      $2,392.73       360
5058165      SAN FRANCISCO               CA       94112       SFD         7.000        6.733      $1,763.06       360
5058223      EDMONDS                     WA       98026       SFD         7.250        6.983      $2,046.53       360
5058240      RENO                        NV       89509       SFD         7.000        6.733      $3,087.01       360
5058242      DENVER                      CO       80230       SFD         7.750        7.000      $2,086.55       360
5058278      WOODLAND                    WA       98674       SFD         6.750        6.483      $1,751.22       360
5058366      SANTA CLARITA               CA       91350       SFD         6.625        6.358      $1,652.00       360
5058399      HOUSTON                     TX       77019       HCO         7.875        7.000      $2,102.71       360
5058463      CARY                        IL       60013       SFD         8.000        7.000      $2,370.06       360
5058584      JACKSONVILLE                FL       32223       SFD         7.875        7.000      $2,871.28       360
5058722      SANTA CLARA                 CA       95054       SFD         6.875        6.608      $1,847.62       360
5058828      STATEN ISLAND               NY       10309       SFD         7.625        7.000      $2,548.06       360
5059075      FRISCO                      TX       75035       SFD         7.750        7.000      $1,970.13       360
5059421      WYNDMOOR                    PA       19038       SFD         7.250        6.983      $2,217.08       360
5059525      RIDGEFIELD                  CT       06877       SFD         8.000        7.000      $1,614.28       360
5059792      MONTICELLO PHASE I          TX       76092       SFD         8.000        7.000      $2,670.90       360
5060121      SUPERIOR                    CO       80027       SFD         7.375        7.000      $2,536.85       360
5060247      SAN JOSE                    CA       95148       SFD         7.250        6.983      $2,455.83       360
5060368      NORTH ANDOVER               MA       01845       SFD         7.750        7.000      $2,521.05       360
5060378      SUFFIELD                    CT       06093       SFD         7.875        7.000      $4,350.42       360
5060466      BRONXVILLE                  NY       10708       SFD         8.375        7.000      $2,090.20       360
5060570      SCIO                        MI       48103       SFD         7.625        7.000      $2,300.33       360
5060788      THOUSAND OAKS               CA       91360       SFD         7.500        7.000      $2,388.17       360
5060862      ARVADA                      CO       80004       SFD         7.250        6.983      $1,877.69       360
5060954      TEMECULA                    CA       92952       SFD         7.875        7.000      $1,943.19       360
5060972      SAN MATEO                   CA       94402       SFD         6.750        6.483      $2,724.11       360
5061016      POMPANO BEACH               FL       33060       SFD         7.250        6.983      $1,821.07       360
5061035      SIMI VALLEY                 CA       93065       SFD         6.875        6.608      $1,986.55       360
5061188      PINCKNEY                    MI       48169       SFD         7.000        6.733      $1,962.65       360
5061522      RALEIGH                     NC       27614       SFD         7.250        6.983      $1,904.64       360
5061646      CAVE CREEK                  AZ       85331       SFD         7.500        7.000      $2,017.93       360
5061709      EVERGREEN                   CO       80439       SFD         7.250        6.983      $2,455.83       360
5061738      THE WOODLANDS               TX       77381       SFD         7.625        7.000      $3,362.03       360
5061744      CALABASAS                   CA       91302       SFD         7.375        7.000      $1,795.76       360
5061952      TULSA                       OK       74137       SFD         7.750        7.000      $2,493.11       360
5062077      DENVER                      CO       80206       SFD         7.500        7.000      $3,300.29       360
5062135      COMMERCE TOWNSHIP           MI       48382       SFD         7.250        6.983      $1,860.98       360
5062479      RYE BROOK                   NY       10573       SFD         7.625        7.000      $2,337.13       360
5062760      HOPKINTON                   MA       01748       SFD         7.750        7.000      $1,848.35       360
5062816      HILTON HEAD ISL             SC       29926       SFD         7.750        7.000       $ 895.52       360
5063493      SAN JOSE                    CA       95138       LCO         8.125        7.000      $1,965.62       360
5063625      AURORA                      CO       80015       SFD         8.125        7.000      $3,483.80       360
5063937      VIRGINIA BEACH              VA       23456       SFD         7.250        6.983      $2,264.83       360
5063947      WEST LINN                   OR       97068       SFD         7.125        6.858      $2,021.16       360
5064025      ROCKVILLE                   MD       20850       SFD         7.250        6.983      $2,019.25       360
5064493      TUSTIN                      CA       92782       SFD         6.875        6.608      $2,181.00       360
5064602      LITTLETON                   CO       80122       SFD         8.125        7.000      $2,208.93       360
5065234      BETHESDA                    MD       20816       SFD         7.125        6.858      $2,296.03       360
5065254      RICHMOND                    VA       23229       SFD         7.125        6.858      $3,873.89       360
5065287      GIG HARBOR                  WA       98335       SFD         7.500        7.000      $2,622.05       360
5065467      SHELBY TOWNSHIP             MI       48316       SFD         8.375        7.000      $2,303.02       360
5065594      NORTH SALT LAKE CITY        UT       84054       SFD         7.250        6.983      $1,878.37       360
5065612      BLOOMFIELD HILLS            MI       48302       SFD         7.125        6.858      $4,716.03       360
5065630      CORNELIUS                   NC       28031       SFD         6.875        6.608      $2,233.56       360
5065651      ESCONDIDO                   CA       92029       SFD         6.750        6.483      $2,448.46       360
5065657      MECHANICSVILLE              VA       23116       SFD         6.875        6.608      $2,364.95       360
5066414      GREENWICH                   CT       06836       LCO         8.125        7.000      $3,341.24       360
5066458      ZIMMERMAN                   MN       55398       SFD         7.875        7.000      $1,906.94       360
5066469      WICHITA                     KS       67206       SFD         7.125        6.858      $2,021.16       360
5066801      FORT COLLINS                CO       80525       SFD         7.125        6.858      $1,819.04       360
5066807      WINCHESTER                  MA       01890       SFD         6.750        6.483      $1,472.32       360
5067358      SEATTLE                     WA       98136       SFD         8.125        7.000      $3,545.42       360
5067615      PORTLAND                    OR       97212       SFD         7.000        6.733      $1,687.87       360
5067645      ROWLEY                      MA       01969       SFD         7.250        6.983      $1,855.52       360
5067649      MONROE                      CT       06468       SFD         7.250        6.983      $1,959.90       360
5067672      SAN JOSE                    CA       95148       SFD         7.000        6.733      $2,411.06       360
5067718      CUPERTINO                   CA       95014       SFD         9.000        7.000      $2,381.69       360
5067766      WINTER PARK                 FL       32792       SFD         6.875        6.608      $1,970.79       360
5067786      SPRINGFIELD                 OR       97478       SFD         6.875        6.608      $1,872.25       360
5067826      NEWPORT BEACH               CA       92660       SFD         6.500        6.233      $2,275.44       360
5068049      HALF MOON BAY               CA       94019       SFD         6.875        6.608      $1,960.28       360
5068081      POTOMAC                     MD       20854       SFD         6.750        6.483      $1,997.69       360
5068116      NEEDHAM                     MA       02492       SFD         7.125        6.858      $1,803.89       360
5068171      NEW YORK                    NY       10022       HCO         8.125        7.000      $2,227.50       360
5068392      CRESWELL                    OR       97426       SFD         7.750        7.000      $1,855.51       360
5068560      CAMBRIDGE CITY              IN       47327       SFD         8.250        7.000       $ 360.61       360
5068638      KANSAS CITY                 MO       64112       HCO         8.250        7.000      $2,434.10       360
5069097      COLUMBIA                    MO       65203       SFD         7.625        7.000      $4,600.66       360
5069120      SAN JOSE                    CA       95136       SFD         7.125        6.858      $1,920.10       360
5069161      SAN JOSE                    CA       95148       SFD         7.000        6.733      $1,703.18       360
5069200      NORTH BARRINGTON            IL       60010       SFD         7.125        6.858      $1,918.76       360
5069211      ENGLEWOOD                   CO       80111       PUD         7.000        6.733      $1,995.91       360
5069225      FAIRFAX STATION             VA       22039       SFD         6.750        6.483      $1,971.74       360
5069249      NEW CASTLE                  NY       10549       LCO         6.500        6.233      $1,738.19       360
5069251      SAN JOSE                    CA       95131       SFD         6.875        6.608      $1,839.41       360
5069276      DESOTO                      KS       66018       SFD         7.000        6.733      $2,227.43       360
5069300      PORTLAND                    OR       97219       SFD         6.875        6.608      $3,140.12       360
5069569      OCEAN CITY                  MD       21842       SFD         7.375        7.000      $2,072.03       360
5069698      SUNRISE BEACH               MO       65079       SFD         7.375        7.000      $2,417.36       360
5069736      SIMSBURY                    CT       06070       SFD         6.500        6.233      $1,706.59       360
5069811      RARITAN TWP                 NJ       08551       SFD         6.375        6.108      $1,668.10       360
5069817      FLOSSMOOR                   IL       60422       SFD         7.125        6.858      $2,358.02       360
5069826      PALATINE                    IL       60067       SFD         7.375        7.000      $1,958.07       360
5069943      NAPERVILLE                  IL       60540       SFD         7.375        7.000      $1,911.79       360
5070019      BOSTON                      MA       02118       LCO         7.250        6.983      $2,046.53       360
5070046      WELDON SPRING               MO       63304       SFD         8.125        7.000      $4,157.98       360
5070101      DENVER                      CO       80220       SFD         7.500        7.000      $2,438.17       360
5070219      EAST WALPOLE                MA       02032       SFD         8.250        7.000      $3,230.45       360
5070280      DALWORTHINGTON GARDENS      TX       76016       SFD         7.750        7.000      $2,715.20       360
5070380      NORTHBROOK                  IL       60062       SFD         7.375        7.000      $1,771.59       360
5070383      HOUSTON                     TX       77079       SFD         7.125        6.858      $2,182.85       360
5070389      CUPERTINO                   CA       95014       SFD         7.000        6.733      $1,995.91       360
5070392      MONTGOMERY                  TX       77356       SFD         6.875        6.608      $2,318.96       360
5070396      MANCHESTER                  MD       21102       SFD         7.000        6.733      $2,262.03       360
5070521      LAKE GROVE                  NY       11755       SFD         8.250        7.000      $1,898.46       360
5070530      BETHESDA                    MD       20817       PUD         8.000        7.000      $2,113.25       360
5070711      BRYN MAWR                   PA       19010       SFD         8.000        7.000      $3,037.79       360
5071164      TORRANCE                    CA       90505       SFD         7.375        7.000      $1,942.52       360
5071173      PORTLAND                    OR       97267       SFD         7.875        7.000      $2,118.65       360
5071180      HOUSTON                     TX       77042       SFD         7.875        7.000      $2,381.13       360
5071183      BURKE                       VA       22015       SFD         7.500        7.000      $1,915.85       360
5071309      MEMPHIS                     TN       38111       SFD         7.750        7.000      $3,152.21       360
5071312      ELK GROVE                   CA       95758       SFD         7.625        7.000      $1,900.43       360
5071332      ASHBURN                     VA       20147       SFD         7.500        7.000      $2,023.53       360
5071336      HOUSTON                     TX       77027       SFD         8.000        7.000      $2,040.46       360
5071366      SAN JOSE                    CA       95135       SFD         9.375        7.000      $3,328.67       360
5071732      TIERRA VERDE                FL       33715       SFD         8.250        7.000      $2,886.74       360
5071797      BROOKLYN                    NY       11218       SFD         8.875        7.000      $2,052.77       360
5072049      AUSTIN                      TX       78746       SFD         7.875        7.000      $3,444.08       360
5072543      MEDFORD TWP                 NJ       08055       SFD         7.750        7.000      $2,127.74       360
5072552      POUND RIDGE                 NY       10576       SFD         8.500        7.000      $2,768.09       360
5072698      BELLINGHAM                  WA       98226       SFD         7.750        7.000      $2,235.21       360
5073082      DESTIN                      FL       32541       PUD         8.500        7.000       $ 499.79       360
5073223      SAN FRANCISCO               CA       94122       SFD         8.000        7.000      $1,900.46       360
5073365      WEST BLOOMFIELD             MI       48322       SFD         7.375        7.000      $2,209.82       360
5073410      BEDFORD                     NY       10506       SFD         7.375        7.000      $2,569.32       360
5073469      ROCKLEDGE                   FL       32955       SFD         8.000        7.000      $2,308.06       360
5073481      FAIRFAX                     VA       22032       SFD         7.500        7.000      $2,866.78       360
5073823      BURLINGAME                  CA       94010       SFD         7.250        6.983      $2,960.65       360
5073841      IRVINE                      CA       92604       SFD         8.375        7.000      $2,318.99       360
5073906      BURLINGAME                  CA       94010       SFD         7.000        6.733      $3,991.82       360
5074304      SANTA ANA                   CA       92705       SFD         7.375        7.000      $3,729.65       360
5074332      CARLSBAD                    CA       92008       SFD         7.875        7.000      $2,502.94       360
5074333      SUNNYVALE                   CA       94087       SFD         6.750        6.483      $2,516.57       360
5074361      EAST GREENWICH              RI       02818       SFD         6.500        6.233      $2,133.23       360
5074399      JOPLIN                      MO       64804       SFD         7.375        7.000      $2,101.03       360
5074415      PLEASANTON                  CA       94588       SFD         7.125        6.858      $1,913.37       360
5074481      RIDGEFIELD                  CT       06877       SFD         7.125        6.858      $2,250.22       360
5074520      MAHWAH                      NJ       07430       SFD         7.375        7.000      $2,175.63       360
5074583      SOQUEL                      CA       95073       SFD         7.375        7.000      $3,798.72       360
5074599      AMAGANSETT                  NY       11930       SFD         7.000        6.733      $2,215.46       360
5074605      SIMI VALLEY                 CA       93065       LCO         7.250        6.983      $1,583.68       360
5074648      SPRING VALLEY               TX       77055       SFD         6.750        6.483      $2,521.75       360
5074649      BERKELEY                    CA       94707       SFD         7.125        6.858      $2,075.06       360
5074666      NEWTON                      MA       02401       SFD         7.125        6.858      $2,560.13       360
5074689      GREAT NECK                  NY       11021       SFD         7.250        6.983      $2,558.17       360
5074710      DAVIDSONVILLE               MD       21035       SFD         7.000        6.733      $1,736.44       360
5074905      LONG BEACH                  CA       90808       SFD         7.625        7.000      $2,300.33       360
5074909      HUNTINGTON BEACH            CA       92648       SFD         7.625        7.000      $3,362.02       360
5074947      WHEATON                     IL       60187       SFD         8.000        7.000      $2,751.62       360
5075176      WINDSOR                     CA       95492       SFD         8.500        7.000      $2,775.01       360
5075640      KILAUEA                     HI       96754       SFD         8.250        7.000      $4,217.72       240
5075860      AUSTIN                      TX       78731       SFD         8.000        7.000      $2,688.51       360
5075990      NORFOLK                     VA       23508       SFD         7.000        6.733      $2,062.44       360
5076007      SUDBURY                     MA       01776       SFD         7.000        6.733      $2,561.41       360
5076018      GREENPORT                   NY       11944       SFD         8.000        7.000       $ 606.09       360
5076078      ATHERTON                    CA       94028       SFD         7.750        7.000      $6,961.74       360
5076334      WINCHESTER                  MA       01890       SFD         6.375        6.108      $2,495.48       360
5076349      RAYMORE                     MO       64083       SFD         7.375        7.000      $3,315.24       360
5076366      SOUTHINGTON                 CT       06489       SFD         6.750        6.483      $1,686.36       360
5076543      AVON                        CT       06001       SFD         6.625        6.358      $1,824.89       360
5076548      PITTSFIELD                  MA       01201       SFD         6.875        6.608      $1,839.41       360
5076563      IJAMSVILLE                  MD       21754       SFD         6.750        6.483      $1,697.06       360
5076577      SOQUEL                      CA       95073       SFD         7.000        6.733      $1,926.72       360
5076700      COTO DE CAZA AREA           CA       92679       SFD         7.625        7.000      $4,529.88       360
5076735      REDONDO BEACH               CA       90277       SFD         7.000        6.733      $2,553.60       360
5076860      QUEENSTOWN                  MD       21658       SFD         7.000        6.733      $2,978.56       360
5076905      WESTMINSTER                 CA       92683       SFD         7.500        7.000      $1,741.05       360
5076943      KATY                        TX       77450       SFD         6.750        6.483      $1,790.14       360
5076953      SAN DIEGO                   CA       92130       SFD         7.625        7.000      $2,406.50       360
5076976      NEWTON                      MA       02459       SFD         6.875        6.608      $2,496.33       360
5076992      BALTIMORE                   MD       21212       SFD         7.625        7.000      $1,949.98       360
5076998      ELBURN                      IL       60119       SFD         7.375        7.000      $2,502.32       360
5077030      LEXINGTON                   MA       02421       SFD         7.375        7.000      $2,072.03       360
5077241      BELMONT                     MA       02478       SFD         7.250        6.983      $1,800.95       360
5077267      WALPOLE                     MA       02081       SFD         6.500        6.233      $2,496.67       360
5077446      AVON                        CT       06001       SFD         7.250        6.983      $2,728.71       360
5077458      CONCORD                     MA       01742       SFD         7.250        6.983      $2,796.92       360
5077523      FOUNTAINTOWN                IN       46130       SFD         8.250        7.000      $2,129.84       360
5077562      CARNATION                   WA       98014       SFD         7.500        7.000      $2,720.64       360
5077644      DENVER                      CO       80220       SFD         7.875        7.000      $2,581.25       360
5077774      PONTE VEDRA BEACH           FL       32082       SFD         7.250        6.983      $2,314.63       360
5077831      WESTPORT                    CT       06880       SFD         6.500        6.233      $2,502.99       360
5077882      SUDBURY                     MA       01776       SFD         7.000        6.733      $1,729.79       360
5077895      LAWRENCEVILLE               NJ       08648       SFD         7.875        7.000      $2,175.21       360
5078116      MIDLOTHIAN                  VA       23113       SFD         7.125        6.858      $1,711.25       360
5078126      WILMINGTON                  NC       28403       SFD         8.000        7.000      $1,695.00       360
5078176      NAVARRE                     FL       32566       SFD         8.250        7.000      $3,005.07       360
5078279      MOULTONBOROUGH              NH       03254       SFD         8.375        7.000      $2,766.67       360
5078306      LOS GATOS                   CA       95030       SFD         7.875        7.000      $5,438.03       360
5078385      WOODSTOCK                   MD       21163       SFD         8.000        7.000      $2,025.19       360
5078578      GENEVA                      IL       60134       SFD         6.875        6.608      $1,970.79       360
5078594      SHAWNEE                     KS       66217       SFD         6.750        6.483      $2,153.35       360
5078655      IRVINE                      CA       92620       SFD         7.500        7.000      $2,265.46       360
5078666      PETERSBURG                  VA       23803       SFD         6.500        6.233      $1,611.77       360
5078681      HINGHAM                     MA       02043       SFD         7.250        6.983      $2,319.40       360
5078691      ROYAL OAK                   MI       48073       SFD         7.500        7.000      $1,759.92       360
5078807      WICHITA                     KS       67206       SFD         7.000        6.733      $1,663.26       360
5078851      ORLAND PARK                 IL       60462       SFD         7.500        7.000      $2,013.74       360
5078853      FULLERTON                   CA       92831       SFD         6.500        6.233      $1,977.11       360
5078896      SAN JOSE                    CA       95132       SFD         9.500        7.000      $2,616.74       360
5079157      MASSAPEQUA PARK             NY       11762       SFD         8.500        7.000       $ 384.46       360
5079182      IRVINE                      CA       92614       PUD         9.125        7.000      $3,303.35       360
5079537      DOVE CANYON                 CA       92679       SFD         7.750        7.000      $2,579.09       360
5080089      TOPSFIELD                   MA       01983       SFD         7.750        7.000      $2,306.85       360
5080104      AMBLER                      PA       19002       SFD         7.125        6.858      $1,777.94       360
5080251      SARATOGA                    CA       95070       SFD         9.375        7.000      $6,121.68       360
5080334      WOODBINE                    MD       21797       SFD         7.000        6.733      $1,929.38       360
5080430      VIRGINIA BEACH              VA       23452       SFD         7.500        7.000      $1,871.10       360
5080518      Q                           OK       74006       SFD         7.375        7.000      $2,762.70       360
5080548      NEW YORK                    NY       10016       HCO         8.125        7.000      $2,969.99       360
5081175      NEW YORK                    NY       10025       COP         7.750        7.000      $2,149.24       360
5081275      CLARKSVILLE                 MD       21029       SFD         8.375        7.000      $4,195.60       360
5081743      SAN JOSE                    CA       95125       PUD         9.500        7.000      $2,909.36       360
5082354      CUPERTINO                   CA       95014       SFD         9.500        7.000      $4,432.99       360
5082355      CUPERTINO                   CA       95014       SFD         9.500        7.000      $4,517.07       360
5082610      AUSTIN                      TX       78726       SFD         7.875        7.000      $2,029.62       360
5082975      HOUSTON                     TX       77025       SFD         7.625        7.000      $2,427.74       360
5083020      SAN JOSE                    CA       95129       SFD         9.500        7.000      $3,060.71       360
5083140      SAN JOSE                    CA       95129       SFD         9.500        7.000      $4,271.54       360
5083476      HIGHLAND PARK               TX       75205       SFD         7.375        7.000      $3,467.19       360
5083729      ORANGE                      CA       92667       SFD         7.625        7.000      $1,830.36       360
5083752      LOS ANGELES                 CA       91356       SFD         7.250        6.983      $1,787.31       360
5083763      SANTA BARBARA               CA       93105       SFD         7.250        6.983      $2,868.56       360
5083782      MORGAN HILL                 CA       95037       SFD         7.250        6.983      $2,865.15       360
5083784      RANCHO PALOS VERDES         CA       90275       SFD         7.250        6.983      $2,728.71       360
5083786      BOULDER                     CO       80303       SFD         7.625        7.000      $2,392.35       360
5083789      MENLO PARK                  CA       94025       SFD         7.625        7.000      $3,538.97       360
5083805      SAN MARINO                  CA       91108       SFD         7.250        6.983      $2,077.23       360
5083809      BLAINE COUNTY               ID       83340       SFD         7.000        6.733      $2,232.09       360
5083815      SAN JUAN CAPISTRANO         CA       92675       SFD         7.500        7.000      $2,447.26       360
5083823      YORBA LINDA                 CA       92887       SFD         7.750        7.000      $1,815.39       360
5083836      SAN CLEMENTE                CA       92672       SFD         7.250        6.983      $3,069.80       360
5083841      BERKELEY                    CA       94708       SFD         7.750        7.000      $2,058.26       360
5083847      PACIFIC PALISADES AREA      CA       90272       SFD         7.250        6.983      $2,380.80       360
5083858      FREMONT                     CA       94539       SFD         7.125        6.858      $3,537.03       360
5083864      LAKE FOREST                 CA       92630       SFD         7.250        6.983      $2,237.54       360
5083880      DRAIN                       OR       97435       SFD         8.625        7.000      $2,660.05       360
5083911      RANCHO PALOS VERDE          CA       90275       SFD         7.250        6.983      $1,998.78       360
5083919      NEWPORT BEACH               CA       92660       PUD         7.000        6.733      $1,995.91       360
5083926      THOUSAND OAKS               CA       91361       SFD         7.625        7.000      $2,264.94       360
5083938      SAN CLEMENTE                CA       92672       SFD         7.625        7.000      $1,854.42       360
5083941      PASADENA                    CA       91105       SFD         7.375        7.000      $2,152.15       360
5083949      CERRITOS                    CA       90703       SFD         7.375        7.000      $2,348.30       360
5083958      CULVER CITY                 CA       90230       SFD         7.375        7.000      $2,479.53       360
5084004      MISSION VIEJO               CA       92692       SFD         7.500        7.000      $2,027.73       360
5084010      SAN JOSE                    CA       95131       LCO         8.125        7.000      $2,018.85       360
5084015      SAN LUIS OBISPO             CA       93405       SFD         7.000        6.733      $1,862.85       360
5084019      FULLERTON                   CA       92835       SFD         7.125        6.858      $1,717.98       360
5084021      HAIKU                       HI       96708       SFD         7.250        6.983       $ 750.39       360
5084023      IRVINE                      CA       92620       SFD         7.250        6.983      $1,944.20       360
5084034      HARBOR CITY AREA            CA       90710       SFD         7.000        6.733      $1,643.30       360
5084036      LOS ANGELES                 CA       91367       SFD         7.375        7.000      $1,754.32       360
5084050      BERKELEY                    CA       94708       SFD         7.250        6.983      $2,721.88       360
5084053      MISSION VIEJO               CA       92691       SFD         7.250        6.983      $1,910.10       360
5084069      CAVE CREEK                  AZ       85331       SFD         7.875        7.000      $2,305.73       360
5084077      SUNNYVALE                   CA       94087       SFD         7.250        6.983      $2,510.41       360
5084103      SANPEDRO AREA LOS ANGEL     CA       90732       SFD         7.625        7.000      $1,946.44       360
5084125      SOLANA BEACH                CA       92075       SFD         7.625        7.000      $4,034.43       360
5084174      BURLINGAME                  CA       94010       SFD         7.500        7.000      $2,307.41       360
5084405      BURLINGAME                  CA       94010       SFD         7.250        6.983      $1,944.21       360
5084417      TRABUCO CANYON AREA         CA       92679       SFD         7.250        6.983      $2,188.43       360
5084437      RANCHO PALOS VERDES         CA       90275       SFD         7.750        7.000      $2,829.83       360
5084455      MAPLE BLUFF                 WI       53704       SFD         7.500        7.000      $2,272.45       360
5084463      MIRAMAR                     FL       33027       SFD         7.875        7.000      $3,567.35       360
5084471      RANCHO PALOS VERDES         CA       90275       SFD         7.375        7.000      $2,520.97       360
5084479      SARATOGA                    CA       95070       SFD         7.750        7.000      $3,295.50       360
5084491      SAN JOSE                    CA       95124       SFD         7.375        7.000      $2,417.37       360
5084752      YORBA LINDA                 CA       92887       SFD         7.375        7.000      $2,748.89       360
5084764      CUPERTINO                   CA       95014       SFD         7.250        6.983      $2,060.18       360
5084771      NEWPORT BEACH               CA       92660       SFD         7.375        7.000      $4,482.49       360
5084776      BURBANK                     CA       91501       SFD         7.375        7.000      $2,279.23       360
5084786      ARCADIA                     CA       91007       SFD         7.250        6.983      $2,363.75       360
5084798      GREENWICH                   CT       06831       SFD         7.750        7.000      $1,877.01       360
5084802      PLEASANTON                  CA       94566       SFD         7.250        6.983      $2,387.62       360
5085104      LIVONIA                     MI       48152       SFD         8.250        7.000      $1,863.14       360
5085293      ENCINITAS                   CA       92024       SFD         7.125        6.858      $3,368.60       360
5085308      REDONDO BEACH               CA       90278       SFD         7.750        7.000      $1,898.50       360
5085325      MADISON                     NJ       07940       SFD         8.125        7.000      $2,700.84       360
5085330      SAN CLEMENTE                CA       92672       SFD         7.750        7.000      $1,934.32       360
5085339      SIMI VALLEY                 CA       93065       SFD         8.125        7.000      $2,873.47       360
5085358      LOS ANGELES                 CA       90046       SFD         7.750        7.000      $2,041.78       360
5085370      REDONDO BEACH               CA       90277       SFD         7.625        7.000      $2,335.72       360
5085655      BEVERLY HILLS               CA       90210       LCO         7.625        7.000      $2,406.50       360
5085667      CARLSBAD                    CA       92009       LCO         7.250        6.983      $2,101.11       360
5085672      SAN DIEGO                   CA       92127       SFD         7.375        7.000      $2,189.45       360
5085680      ENCINO                      CA       91436       SFD         7.250        6.983      $2,728.03       360
5085692      CERRITOS                    CA       90703       SFD         7.750        7.000      $1,896.35       360
5085699      ARCADIA                     CA       91007       SFD         7.375        7.000      $2,762.36       360
5085723      CARLSBAD                    CA       92008       SFD         7.875        7.000      $2,102.71       360
5085728      BREA                        CA       92621       SFD         7.625        7.000      $2,335.72       360
5085730      FALLBROOK                   CA       92028       SFD         7.250        6.983      $1,760.02       360
5085737      SIMI VALLEY                 CA       93063       SFD         7.625        7.000      $1,826.11       360
5085743      CHINO                       CA       91710       SFD         7.250        6.983      $1,814.59       360
5085756      ANAHEIM                     CA       92807       SFD         7.500        7.000      $1,968.99       360
5085760      MISSION VIEJO               CA       92691       SFD         7.250        6.983      $1,742.97       360
5085848      CONCORD                     CA       94518       SFD         7.750        7.000      $1,819.69       360
5085853      LA MIRADA                   CA       90638       SFD         7.250        6.983      $1,937.39       360
5085855      RANCHO CUCAMONGA            CA       91739       SFD         8.000        7.000      $1,951.82       360
5085870      PLEASANTON                  CA       94588       SFD         8.125        7.000      $2,272.05       360
5085873      IRVINE                      CA       92602       SFD         7.500        7.000      $2,286.44       360
5085891      CAMARILLO                   CA       93010       SFD         7.625        7.000      $2,120.56       360
5085893      SANTA CLARITA               CA       91321       SFD         7.250        6.983      $1,680.21       360
5085912      DANA POINT                  CA       92629       SFD         7.250        6.983      $2,271.65       360
5085913      BROOKLYN                    NY       11230       SFD         8.375        7.000      $2,660.26       360
5085925      LAGUNA NIGUEL               CA       92677       PUD         7.500        7.000      $1,957.81       360
5085929      FOUNTAIN VALLEY             CA       92708       SFD         7.625        7.000      $2,452.51       360
5085938      ANAHEIM                     CA       92807       SFD         7.250        6.983      $2,865.15       360
5085948      BUELLTON                    CA       93427       SFD         7.250        6.983      $1,746.38       360
5085966      SAINT CHARLES               IL       60174       SFD         7.750        7.000      $2,493.12       360
5085976      CHINO HILLS                 CA       91709       SFD         7.500        7.000      $2,108.14       360
5085977      SANTA ANA AREA              CA       92705       SFD         7.625        7.000      $2,123.39       360
5085984      EL CAJON                    CA       92019       SFD         7.750        7.000      $1,902.08       360
5085993      LA MIRADA                   CA       90638       SFD         7.250        6.983      $2,326.91       360
5086000      BAKERSFIELD                 CA       93312       SFD         7.250        6.983      $1,882.81       360
5086009      HOLLISTER                   CA       95023       SFD         7.625        7.000      $1,981.83       360
5086013      SAN DIEGO                   CA       92198       SFD         7.250        6.983      $1,722.50       360
5086014      NORTHRIDGE AREA             CA       91326       SFD         7.375        7.000      $2,678.44       360
5086018      MARTINEZ                    CA       94553       SFD         7.750        7.000      $1,805.36       360
5086028      COLTON AREA                 CA       92324       SFD         7.750        7.000      $2,399.99       360
5086031      FREMONT                     CA       94539       SFD         7.500        7.000      $2,153.59       360
5086033      IRVINE                      CA       92602       SFD         7.500        7.000      $2,048.70       360
5086036      SALINAS                     CA       93908       SFD         7.375        7.000      $2,072.03       360
5086043      SAN FRANCISCO               CA       94134       SFD         7.625        7.000      $1,719.94       360
5086047      RANCHO SANTA MARGARITA      CA       92688       SFD         7.875        7.000      $1,943.19       360
5086052      ROSEVILLE                   CA       95747       SFD         7.625        7.000      $2,231.95       360
5086054      SAN CLEMENTE                CA       92673       SFD         7.375        7.000      $2,315.15       360
5086067      LOS ANGELES                 CA       91326       SFD         7.750        7.000      $2,442.97       360
5086073      CULVER CITY AREA            CA       90230       SFD         7.250        6.983      $1,873.26       360
5086074      SAN FRANCISCO               CA       94115       HCO         7.500        7.000      $3,949.17       360
5086083      LOS ANGELES                 CA       90065       SFD         7.250        6.983      $2,182.97       360
5086093      UPLAND                      CA       91784       SFD         7.250        6.983      $2,203.43       360
5086108      LAKE FOREST                 CA       92630       SFD         7.625        7.000      $1,925.20       360
5086109      ANAHEIM                     CA       92807       SFD         7.500        7.000      $2,461.24       360
5086118      CARLSBAD                    CA       92009       SFD         7.250        6.983      $2,712.34       360
5086122      BUDA                        TX       78610       SFD         8.000        7.000      $1,953.65       360
5086126      LINCOLN COUNTY              WY       83127       SFD         7.500        7.000      $2,120.02       360
5086128      SAN JOSE                    CA       95138       SFD         8.125        7.000      $2,524.50       360
5086130      POWAY                       CA       92064       SFD         7.250        6.983      $2,938.48       360
5086133      MISSION VIEGO               CA       92692       SFD         7.625        7.000      $1,826.11       360
5086135      LOS ANGELES                 CA       90045       SFD         7.625        7.000      $2,105.69       360
5086140      REDONDO BEACH               CA       90277       LCO         7.750        7.000      $1,891.33       360
5086143      WHITTIER                    CA       90603       SFD         8.250        7.000      $2,216.24       360
5086147      YORBA LINDA                 CA       92887       SFD         7.625        7.000      $3,241.10       360
5086148      KEARNEY                     MO       64060       SFD         7.500        7.000      $2,047.30       360
5086153      SAN JOSE                    CA       95127       SFD         7.625        7.000      $1,925.20       360
5086156      TUSTIN                      CA       92782       SFD         7.625        7.000      $1,908.22       360
5086160      LOS ANGELES                 CA       90291       SFD         7.250        6.983      $2,094.29       360
5086161      CORONA                      CA       91719       SFD         7.250        6.983      $2,210.26       360
5086162      SIMI VALLEY                 CA       93063       SFD         7.500        7.000      $1,891.38       360
5086165      CORONA                      CA       91720       SFD         7.750        7.000      $1,919.99       360
5086166      UPLAND                      CA       91784       SFD         8.375        7.000      $2,189.01       360
5086169      LOS ANGELES                 CA       90025       SFD         7.500        7.000      $1,727.06       360
5086173      LONG BEACH                  CA       90808       SFD         7.875        7.000      $2,283.97       360
5086174      STOCKTON                    CA       95204       SFD         7.375        7.000      $1,864.83       360
5086175      LONG BEACH                  CA       90807       SFD         7.250        6.983      $2,353.51       360
5086176      ALISO VIEJO AREA            CA       92656       LCO         7.625        7.000      $1,840.27       360
5086179      LONG BEACH                  CA       90803       SFD         7.625        7.000      $2,264.94       360
5086187      BURBANK                     CA       91504       SFD         7.500        7.000      $1,831.95       360
5086188      LA HABRA                    CA       90631       SFD         7.250        6.983      $1,848.70       360
5086195      GLENDALE                    CA       91207       SFD         7.500        7.000      $2,589.90       360
5086197      SAN FRANCISCO               CA       94102       LCO         7.750        7.000      $2,579.09       360
5086204      REDONDO BEACH               CA       90278       LCO         7.625        7.000      $2,588.41       360
5086326      FREMONT                     CA       94539       SFD         9.500        7.000      $2,690.74       360
5086427      SEAL BEACH                  CA       90740       SFD         7.875        7.000      $1,961.32       360
5086469      LOS ANGELES                 CA       90025       LCO         7.625        7.000      $2,463.13       360
5086486      BELLA VISTA                 AR       72714       SFD         7.625        7.000      $1,796.38       360
5087047      LOS ANGELES                 CA       90210       SFD         7.250        6.983      $4,338.65       360
5087058      WEST COVINA                 CA       91791       SFD         7.250        6.983      $4,093.06       360
5087089      WHITTIER                    CA       90605       SFD         7.250        6.983      $1,968.08       360
5087100      DOVE CANYON AREA            CA       92679       SFD         7.125        6.858      $3,382.07       360
5087247      REDONDO BEACH               CA       90278       LCO         7.625        7.000      $2,321.57       360
5087300      LOS ANGELES                 CA       91326       SFD         7.500        7.000      $1,971.79       360
5087365      VALENCIA                    CA       91354       SFD         7.250        6.983      $2,169.33       360
5087383      MALIBU                      CA       90265       SFD         7.375        7.000      $2,666.01       360
5087392      ORANGE                      CA       92869       SFD         7.375        7.000      $2,762.71       360
5087399      YUCAIPA                     CA       92399       SFD         7.250        6.983      $1,800.27       360
5087406      THOUSAND OAKS               CA       91361       SFD         7.250        6.983      $1,705.45       360
5087428      PALOS VERDES ESTATES        CA       90274       SFD         7.250        6.983      $3,144.84       360
5087607      SANTA CRUZ                  CA       95060       SFD         7.250        6.983      $2,406.72       360
5087615      FREMONT                     CA       94539       PUD         9.500        7.000      $2,808.46       360
5087632      HUNTINGTON                  CA       92648       SFD         7.500        7.000      $1,957.81       360
5087645      SAN JOSE                    CA       95120       SFD         9.500        7.000      $4,002.47       360
5087955      EVELINE                     MI       49720       SFD         7.500        7.000      $2,097.65       360
5087964      CUPERTINO                   CA       95014       SFD         8.125        7.000      $3,712.49       360
5087977      REDONDO BEACH               CA       90277       SFD         7.750        7.000      $2,041.78       360
5088244      SAN ANTONIO                 TX       78209       SFD         7.750        7.000      $2,292.52       360
5088995      REISTERSTOWN                MD       21136       SFD         6.875        6.608      $2,406.99       360
5089246      NOVI                        MI       48374       SFD         6.625        6.358      $2,273.10       360
5089524      SUNNYVALE                   CA       94087       SFD         9.125        7.000      $3,287.08       360
5089630      INGLEWOOD                   CA       90302       SFD         7.875        7.000      $2,276.72       360
5090126      DAPHNE                      AL       36526       SFD         7.000        6.733      $1,729.79       360
5090128      TORRANCE                    CA       90505       SFD         7.750        7.000      $2,648.58       360
5090132      SANTA PAULA                 CA       93060       SFD         7.500        7.000      $3,349.24       360
5090137      SANTA CLARA                 CA       95051       SFD         7.125        6.858      $2,004.99       360
5090171      SHERBORN                    MA       01770       SFD         7.125        6.858      $2,571.59       360
5090200      EAGLE MOUNTAIN              UT       84043       SFD         8.000        7.000      $1,849.09       360
5090215      ROCKLIN                     CA       95677       SFD         7.875        7.000      $2,085.30       360
5090231      RIVERSIDE                   CA       92508       SFD         7.750        7.000      $2,657.67       360
5090244      FOLSOM                      CA       95630       SFD         8.000        7.000      $2,201.29       360
5090251      NORTHBROOK                  IL       60015       SFD         8.250        7.000      $1,802.29       360
5090263      BURLINGAME                  CA       94010       SFD         8.500        7.000      $4,047.56       360
5090273      SAN FRANCISCO               CA       94122       SFD         8.250        7.000      $2,081.01       360
5090286      ALEXANDRIA                  VA       22306       SFD         7.000        6.733      $1,942.68       360
5090339      NEWBURY                     MA       01951       SFD         7.500        7.000      $2,455.64       360
5090446      THOUSAND OAKS               CA       91360       SFD         7.000        6.733      $3,259.98       360
5090560      DAVIDSON                    NC       28036       SFD         7.000        6.733      $1,809.63       360
5091110      PLEASANTON                  CA       94566       SFD         7.000        6.733      $1,857.53       360
5091225      LAKE OSWEGO                 OR       97035       SFD         7.250        6.983      $2,352.83       360
5091316      DEERFIELD                   IL       60015       SFD         7.250        6.983      $1,986.50       360
5091354      OAKLAND                     CA       94610       SFD         7.375        7.000      $3,443.71       360
5091403      GILROY                      CA       95020       SFD         6.875        6.608      $1,734.30       360
5091420      SAN DIMAS                   CA       91773       SFD         6.875        6.608      $2,167.87       360
5091645      LAS VEGAS                   NV       89147       SFD         8.125        7.000      $2,051.15       360
5092245      DANVILLE                    CA       94506       SFD         8.625        7.000      $3,920.06       360
5092250      OMAHA                       NE       68114       SFD         7.625        7.000      $3,170.92       360
5092256      RIVERSIDE                   CA       92508       SFD         8.125        7.000      $2,770.41       360
5092264      SACRAMENTO                  CA       95829       SFD         7.875        7.000      $1,993.94       360
5092267      IRVINE                      CA       92602       SFD         7.875        7.000      $2,326.75       360
5092308      ESCONDIDO                   CA       92026       SFD         7.875        7.000      $2,899.92       360
5092322      HOUSTON                     TX       77083       SFD         8.375        7.000       $ 565.49       360
5092359      SOUTH SAN FRANCISCO         CA       94080       SFD         8.000        7.000      $1,907.79       360
5092417      COROLLA                     NC       27927       SFD         9.125        7.000      $2,180.54       360
5092866      SAN DIEGO                   CA       92130       SFD         8.125        7.000      $3,266.99       360
5093185      VILLAGE OF PINECREST        FL       33156       SFD         8.000        7.000      $3,874.28       360
5093564      LITTLETON                   CO       80127       SFD         8.250        7.000      $1,927.75       360
6862187      HOUSTON                     TX       77070       SFD         7.375        7.000      $2,244.69       360
6934539      MT. PLEASANT                SC       29464       PUD         7.125        6.858      $2,334.43       360
6945672      WEST CHESTER                PA       19382       PUD         6.875        6.608      $2,269.20       360
6949709      EL PASO                     TX       79912       SFD         7.500        7.000      $3,670.88       360
6966533      WEST CHESTER                PA       19380       SFD         6.625        6.358      $1,792.87       360
6985143      YARDLEY                     PA       19067       SFD         6.375        6.108      $2,271.81       360
7071329      PHOENIX                     AZ       85018       SFD         7.125        6.858      $2,411.91       360
7177419      TUCSON                      AZ       85737       PUD         7.000        6.733      $2,086.39       360
7187063      WEST CHESTER                PA       19380       SFD         7.875        7.000      $2,900.28       360
7288274      MARRIOTTSVILLE              MD       21104       SFD         7.000        6.733      $2,447.65       360
7300512      FLAGSTAFF                   AZ       86004       SFD         7.875        7.000      $2,030.19       360
7370716      DURANGO                     CO       81301       SFD         7.875        7.000      $3,190.31       360
7394249      ARNOLD                      MD       21012       SFD         7.250        6.983      $3,961.06       360
7405639      ROSEVILLE                   CA       95661       PUD         7.875        7.000      $2,190.70       360
7425476      RANCHO CUCAMONGA            CA       91739       SFD         7.500        7.000      $2,090.72       360
7456837      BUFORD                      GA       30519       PUD         7.250        6.983      $2,028.79       360
7474534      SHEBOYGAN FALLS             WI       53085       SFD         8.000        7.000      $2,348.05       360
7478414      BATON ROUGE                 LA       70810       SFD         7.625        7.000      $1,955.28       360
7527480      CLARKSVILLE                 MD       21029       SFD         7.000        6.733      $1,862.85       360
7531498      NOVATO                      CA       94949       SFD         6.875        6.608      $1,878.16       360
7553562      FOLSOM                      CA       95630       SFD         7.250        6.983      $1,820.93       360
7557445      BLUE BELL                   PA       19422       PUD         6.750        6.483      $3,359.74       360
7559354      HIGHLAND PARK               IL       60035       SFD         7.000        6.733      $3,659.16       360
7567667      SAN DIEGO                   CA       92071       SFD         7.750        7.000      $2,437.95       360
7579862      POOLESVILLE                 MD       20837       SFD         7.250        6.983      $2,281.20       360
7582317      DARNESTOWN                  MD       20878       PUD         7.500        7.000      $3,216.39       360
7584169      EDINA                       MN       55424       SFD         7.750        7.000      $2,917.23       360
7594156      LEESBURG                    VA       20175       PUD         7.375        7.000      $1,926.98       360
7598743      CULVER CITY                 CA       90230       SFD         7.625        7.000      $1,783.64       360
7627230      ASHBURN                     VA       22011       PUD         7.750        7.000      $2,407.14       360
7630341      TOWN OF WESTFIELD           NJ       07090       SFD         7.250        6.983      $1,910.09       360
7646493      BALLWIN                     MO       63011       SFD         8.125        7.000      $2,375.99       360
7653304      WATERFORD                   MI       48328       SFD         7.625        7.000      $2,550.89       360
7658304      TUSTIN                      CA       92782       SFD         8.125        7.000      $3,529.09       360
7662949      WESTON                      FL       33327       PUD         7.875        7.000      $2,066.45       360
7673858      BETHESDA                    MD       20817       SFD         7.250        6.983      $2,387.62       360
7679818      BETHESDA                    MD       20817       SFD         7.375        7.000      $1,768.13       360
7701889      FREMONT                     CA       94536       SFD         6.875        6.608      $3,389.71       360
7702633      POWAY                       CA       92064       SFD         7.500        7.000      $3,146.47       360
7705988      CHICAGO                     IL       60622       SFD         7.375        7.000      $3,453.38       360
7709319      OAKTON                      VA       22124       PUD         7.625        7.000      $2,236.63       360
7719054      ROSEVILLE                   CA       95678       SFD         7.375        7.000      $2,254.45       360
7727790      NORCO                       CA       91760       SFD         7.500        7.000      $1,957.80       360
7732458      WESTBORO                    MA       01581       SFD         7.500        7.000      $1,937.87       360
7733289      BRISBANE                    CA       94005       LCO         7.750        7.000      $2,853.11       360
7737056      GOLDEN                      CO       80403       PUD         7.125        6.858      $2,143.10       360
7740303      MECHANICSVILLE              VA       23116       PUD         8.000        7.000      $1,915.13       360
7743377      INCLINE VILLAGE             NV       89451       SFD         7.250        6.983      $3,222.60       360
7745136      ALISO VIEJO AREA            CA       92656       SFD         7.625        7.000      $2,491.43       360
7745598      HARVEY CEDARS               NJ       08008       SFD         7.875        7.000      $2,719.01       360
7746249      PORT TOBACCO                MD       20677       SFD         7.375        7.000      $1,771.71       360
7748542      DEDHAM                      MA       02026       SFD         7.250        6.983      $2,217.07       360
7751068      CAMBRIDGE                   MD       21613       SFD         7.000        6.733      $2,448.31       360
7753584      POTOMAC                     MD       20854       SFD         7.625        7.000      $2,825.51       360
7754462      TORRANCE                    CA       90503       LCO         7.500        7.000      $1,882.64       360
7755360      MONTCLAIR TWP               NJ       07042       SFD         7.875        7.000      $2,157.81       360
7756436      FREMONT                     CA       94536       SFD         8.125        7.000      $2,629.18       360
7758140      WAKE FOREST                 NC       27587       SFD         7.750        7.000      $1,798.19       360
7760105      NEWTOWN                     PA       18940       SFD         7.625        7.000      $2,207.75       360
7760736      LAKEVILLE                   MN       55044       SFD         7.250        6.983      $2,026.06       360
7761040      ARVADA                      CO       80007       SFD         7.625        7.000      $2,524.70       360
7762834      OAK PARK                    IL       60302       SFD         7.500        7.000      $2,132.60       360
7762968      SANTA CLARITA               CA       91321       SFD         7.750        7.000      $2,521.77       360
7763302      ATLANTA                     GA       30329       SFD         8.000        7.000      $2,882.23       360
7767660      SAN FRANCISCO               CA       94127       SFD         8.000        7.000      $3,228.56       360
7769495      CASTLE ROCK                 CO       80104       PUD         7.000        6.733      $4,324.47       360
7772280      ALEXANDRIA                  VA       22307       SFD         7.250        6.983      $4,417.09       360
7773798      PARK CITY                   UT       84060       PUD         7.250        6.983      $1,944.20       360
7776084      NEW CITY                    NY       10956       SFD         7.625        7.000      $2,795.79       360
7776290      IRVINE                      CA       92606       PUD         7.000        6.733      $2,194.83       360
7776454      FRENCHTOWN                  NJ       08825       SFD         7.500        7.000      $2,237.49       360
7777082      NORTHBROOK                  IL       60062       SFD         8.125        7.000      $1,900.79       360
7777286      FREMONT                     CA       94536       SFD         7.625        7.000      $2,172.93       360
7782161      WHITE BEAR TWSP             MN       55110       SFD         7.625        7.000      $2,491.43       360
7782952      CHARLOTTE                   NC       28210       SFD         7.375        7.000      $2,666.70       360
7784503      COTTONWOOD                  AZ       86326       SFD         7.875        7.000      $4,259.78       360
7786264      WASHINGTON                  DC       20007       SFD         7.125        6.858      $3,226.10       360
7788190      EDINA                       MN       55439       SFD         7.875        7.000      $2,633.45       360
7789481      LAS VEGAS                   NV       89134       PUD         7.625        7.000      $1,874.24       360
7789844      WASHINGTON                  DC       20007       SFD         7.625        7.000      $2,146.03       360
7792414      POULSBO                     WA       98370       PUD         7.750        7.000      $1,415.06       360
7794944      SOUTHPORT                   NC       28461       PUD         7.500        7.000      $2,114.42       360
7797099      SMYRNA                      GA       30080       SFD         7.625        7.000      $2,080.91       360
7797962      LAKE OSWEGO                 OR       97035       SFD         7.750        7.000      $3,094.90       360
7798391      SARTELL                     MN       56377       SFD         7.875        7.000      $1,870.68       360
7800523      EVERGREEN                   CO       80439       PUD         7.625        7.000      $2,831.17       360
7802187      MELVILLE                    NY       11746       SFD         7.750        7.000      $2,693.71       360
7802977      SWANSBORO                   NC       28584       SFD         7.125        6.858      $1,852.73       360
7804011      FLOWER MOUND                TX       75028       SFD         7.750        7.000      $3,639.37       360
7804985      BLOOMINGTON                 MN       55438       SFD         7.875        7.000      $2,352.85       360
7805023      DULUTH                      MN       55804       SFD         8.000        7.000      $2,322.36       360
7805173      CHERRY HILL                 NJ       08003       SFD         7.375        7.000      $3,265.86       360
7805900      HOCKESSIN                   DE       19707       PUD         7.000        6.733      $1,740.43       360
7807018      GLENWOOD                    MD       21738       SFD         7.625        7.000      $2,378.19       360
7807322      SCOTTSDALE                  AZ       85260       SFD         7.375        7.000      $2,451.90       360
7809008      KAILUA                      HI       96734       SFD         7.250        6.983      $2,114.75       360
7809875      LAGUNA NIGUEL               CA       92677       SFD         7.875        7.000      $2,465.24       360
7810579      BOULDER                     CO       80304       PUD         7.750        7.000      $4,656.68       360
7812297      LAS VEGAS                   NV       89135       SFD         7.750        7.000      $2,856.34       360
7815246      CARDIFF                     CA       92007       PUD         7.625        7.000      $2,230.97       360
7818606      OVERLAND PARK               KS       66213       PUD         8.000        7.000      $1,944.48       360
7818894      ORANGE                      CA       92869       SFD         7.375        7.000      $2,431.18       360
7820543      FARMINGTON HILLS            MI       48331       SFD         7.875        7.000      $2,864.02       360
7821342      COLORADO SPRINGS            CO       80918       SFD         8.000        7.000      $2,244.99       360
7822441      TRACY                       CA       95376       SFD         7.875        7.000      $1,942.44       360
7822859      LAGUNA HILLS                CA       92653       LCO         7.625        7.000      $1,974.74       360
7823661      LAKE CHARLES                LA       70605       SFD         7.625        7.000      $2,915.05       360
7828377      CAMARILLO                   CA       93010       SFD         7.375        7.000      $2,029.20       360
7828414      MODESTO                     CA       95356       SFD         7.500        7.000      $2,617.86       360
7828868      ANDOVER                     MA       01810       SFD         7.500        7.000      $3,496.07       360
7833212      SAN DIEGO                   CA       92131       PUD         7.750        7.000      $2,783.98       360
7833738      ENGLEWOOD                   CO       80110       SFD         7.375        7.000      $4,144.05       360
7836394      LOS ANGELES                 CA       90043       SFD         8.000        7.000       $ 950.23       360
7837364      STEAMBOAT SPRINGS           CO       80477       SFD         7.750        7.000      $2,000.22       360
7837759      OCEAN CITY                  NJ       08226       LCO         8.000        7.000      $2,494.80       360
7841645      ATLANTA                     GA       30305       SFD         8.125        7.000      $2,554.19       360
7841735      ALBUQUERQUE                 NM       87107       PUD         8.000        7.000      $2,553.50       360
7843177      APTOS                       CA       95003       SFD         7.750        7.000      $2,362.01       360
7848897      SEATTLE                     WA       98116       SFD         7.875        7.000      $4,277.91       360
7849177      VIENNA                      VA       22181       PUD         8.000        7.000      $3,619.47       360
7850447      HADDONFIELD                 NJ       08033       SFD         8.125        7.000      $3,415.49       360
7852780      WESTMINSTER                 CO       80021       SFD         8.125        7.000      $2,094.96       360
7853031      SIMI VALLEY                 CA       93065       SFD         7.875        7.000      $2,385.48       360
7856765      DAVIDSONVILLE               MD       21035       SFD         7.750        7.000      $2,951.62       360
7857935      CHISAGO CITY                MN       55013       SFD         7.875        7.000      $1,968.56       360
7858239      EDEN PRAIRIE                MN       55347       PUD         7.375        7.000      $2,149.38       360
7859372      FALLBROOK                   CA       92028       SFD         7.875        7.000      $1,885.18       360
7859520      ADELPHI                     MD       20783       SFD         7.750        7.000      $2,337.29       360
7865243      MCLEAN                      VA       22101       SFD         7.250        6.983      $2,319.40       360
7867041      SIOUX FALLS                 SD       57105       SFD         7.875        7.000      $2,647.95       360
7868344      MOORESVILLE                 NC       28117       SFD         7.750        7.000      $2,507.44       360
7869061      SEAL BEACH                  CA       90740       SFD         7.125        6.858      $2,533.18       360
7871066      LITTLETON                   CO       80123       PUD         7.750        7.000      $2,475.92       360
7872255      ASPEN                       CO       81611       LCO         7.750        7.000      $4,656.68       360
7875717      TORRANCE                    CA       90503       SFD         8.000        7.000      $2,083.89       360
7878914      PINEHURST                   NC       28374       SFD         8.000        7.000      $3,492.72       360
7881602      FAIRVIEW                    TX       75069       SFD         7.875        7.000      $2,465.24       360

<PAGE>

NASCOR
NMI/1999-23  Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION  LOANS
(continued)

<CAPTION>
  (i)         (viii)           (ix)            (x)      (xi)         (xii)       (xiii)      (xiv)         (xv)        (xvi)
  ---         ------           ----            ---      ----         -----       ------      -----         ----        -----
                              CUT-OFF
MORTGAGE     SCHEDULE          DATE                                MORTGAGE                   T.O.P.      MASTER       FIXED
  LOAN       MATURITY        PRINCIPAL                             INSURANCE     SERVICE     MORTGAGE     SERVICE     RETAINED
 NUMBER        DATE           BALANCE          LTV     SUBSIDY       CODE          FEE         LOAN         FEE        YIELD
- --------     --------        ---------         ---     -------     ---------     -------     --------     -------     --------
<S>          <C>          <C>                 <C>      <C>         <C>           <C>         <C>          <C>         <C>
4802877      1-Sep-29         $275,000.00     56.70                               0.250                    0.017       0.000
4846072      1-Aug-28         $236,854.95     95.00                   12          0.250                    0.017       0.108
4861742      1-Aug-29         $262,010.22     89.99                   01          0.250                    0.017       0.358
4867652      1-Jul-29         $524,157.84     45.65                               0.250                    0.017       0.000
4886433      1-Oct-28         $324,245.52     79.76                               0.250                    0.017       0.233
4914795      1-Sep-29         $365,000.00     52.14                               0.250                    0.017       0.858
4923976      1-Sep-29         $450,000.00     59.21                               0.250                    0.017       0.608
4926641      1-Aug-29         $547,850.57     73.11                               0.250                    0.017       0.000
4931762      1-Sep-29         $330,000.00     78.57                               0.250                    0.017       0.608
4945950      1-Aug-29         $403,728.92     80.00                               0.250                    0.017       0.733
4966091      1-May-29         $488,418.60     79.98                               0.250                    0.017       0.000
4967622      1-Mar-29         $466,659.48     88.49                   12          0.250                    0.017       0.000
4969136      1-Sep-29         $500,000.00     77.76                               0.250                    0.017       0.483
4971270      1-Aug-29         $264,742.43     40.21                               0.250                    0.017       0.000
4976550      1-Sep-29         $283,650.00     89.99                   01          0.250                    0.017       0.608
4979448      1-Aug-29         $529,644.37     79.95                               0.250                    0.017       0.733
4992256      1-Aug-29         $280,001.56     73.75                               0.250                    0.017       0.233
4995731      1-Apr-29         $481,993.03     74.46                               0.250                    0.017       0.000
4997809      1-Aug-29         $271,976.87     79.99                               0.250                    0.017       0.000
5001899      1-Sep-29         $650,000.00     67.85                               0.250                    0.017       0.108
5002051      1-Sep-29         $250,000.00     75.47                               0.250                    0.017       0.358
5004326      1-Sep-29         $276,000.00     78.95                               0.250                    0.017       0.983
5004986      1-Sep-29         $576,000.00     77.32     FX30YR                    0.250                    0.017       0.233
5005479      1-Sep-29         $365,000.00     64.60                               0.250                    0.017       0.608
5007983      1-Sep-29         $378,100.00     39.80                               0.250                    0.017       0.000
5012224      1-Aug-19         $291,488.66     80.00                               0.250                    0.017       0.483
5013401      1-Aug-29         $327,731.14     80.00                               0.250                    0.017       0.000
5013730      1-Jul-29         $265,603.95     62.40                               0.250                    0.017       0.233
5015454      1-Sep-29         $299,500.00     79.23                               0.250                    0.017       0.000
5018666      1-Sep-29         $312,000.00     60.00                               0.250                    0.017       0.000
5020561      1-May-29         $431,386.59     79.98                               0.250                    0.017       0.000
5021595      1-Aug-29         $599,531.94     63.16                               0.250                    0.017       0.000
5022230      1-Sep-29         $410,000.00     68.33                               0.250                    0.017       0.233
5028281      1-Sep-29         $504,000.00     80.00                               0.250                    0.017       0.000
5028491      1-Aug-29         $269,804.58     77.14                               0.250                    0.017       0.358
5028573      1-Sep-29         $400,000.00     66.67                               0.250                    0.017       0.608
5029461      1-Sep-29         $520,000.00     54.17                               0.250                    0.017       0.000
5030829      1-Sep-19         $284,000.00     57.37                               0.250                    0.017       0.233
5031326      1-Jul-29         $427,330.21     71.93                               0.250                    0.017       0.000
5031662      1-Sep-29         $264,000.00     80.00                               0.250                    0.017       0.358
5031855      1-Sep-29         $600,000.00     71.43                               0.250                    0.017       0.000
5032142      1-Aug-29         $358,106.23     80.00                               0.250                    0.017       0.000
5033379      1-Sep-29         $275,000.00     36.62                               0.250                    0.017       0.000
5034426      1-Sep-29         $350,000.00     64.23                               0.250                    0.017       0.733
5034467      1-Jul-29         $299,394.65     79.99                               0.250                    0.017       0.000
5035195      1-Jul-29         $342,436.04     65.96                               0.250                    0.017       0.000
5035864      1-Sep-29         $350,000.00     53.64                               0.250                    0.017       0.000
5037491      1-Aug-29         $478,435.66     80.00                               0.250                    0.017       0.108
5037496      1-Jul-29         $271,114.41     90.00                   17          0.250                    0.017       0.000
5037837      1-Sep-29         $325,000.00     61.90                               0.250                    0.017       0.000
5040856      1-Sep-29         $262,500.00     70.00                               0.250                    0.017       0.233
5042060      1-Jun-29         $648,469.59     72.63                               0.250                    0.017       0.000
5042193      1-Sep-29         $450,000.00     62.07                               0.250                    0.017       0.358
5042648      1-Sep-29         $325,000.00     45.45                               0.250                    0.017       0.358
5042816      1-Aug-29         $999,257.85     54.35                               0.250                    0.017       0.233
5043399      1-Mar-28         $303,153.27     69.10                               0.250                    0.017       0.233
5043566      1-Mar-29         $271,559.98     78.57                               0.250                    0.017       0.000
5044187      1-Jun-29         $348,746.39     80.00                               0.250                    0.017       0.000
5044600      1-Sep-29         $313,000.00     73.65                               0.250                    0.017       0.108
5044691      1-Sep-29         $320,000.00     80.00                               0.250                    0.017       0.358
5044984      1-Sep-29         $298,000.00     80.00                               0.250                    0.017       0.733
5046195      1-Jun-29         $273,288.28     88.39                   06          0.250                    0.017       0.000
5046381      1-Sep-29         $400,000.00     66.67                               0.250                    0.017       0.000
5046522      1-Sep-29         $371,250.00     75.00                               0.250                    0.017       0.000
5046637      1-Sep-29         $468,000.00     80.00                               0.250                    0.017       0.733
5049676      1-Sep-29         $334,400.00     80.00                               0.250                    0.017       0.858
5050301      1-Sep-29         $393,750.00     75.00                               0.250                    0.017       0.983
5050402      1-Sep-29         $500,000.00     57.59                               0.250                    0.017       0.858
5050481      1-Jul-29         $404,381.77     60.45                               0.250                    0.017       0.108
5050613      1-Sep-29         $376,000.00     80.00                               0.250                    0.017       0.608
5050856      1-Aug-29         $349,498.65     58.33                               0.250                    0.017       0.000
5051535      1-Aug-29         $395,713.39     80.00                               0.250                    0.017       0.358
5051715      1-Jul-29         $259,133.64     79.99                               0.250                    0.017       0.000
5051838      1-Sep-29         $300,000.00     32.29                               0.250                    0.017       0.108
5052926      1-Aug-29         $339,760.02     74.32                               0.250                    0.017       0.483
5053502      1-Aug-29         $196,871.13     66.33                               0.250                    0.017       0.858
5053836      1-Sep-29         $320,000.00     74.42                               0.250                    0.017       0.000
5054060      1-Sep-29         $288,000.00     72.00                               0.250                    0.017       1.858
5054693      1-Jul-29         $349,516.67     85.37                   13          0.250                    0.017       0.608
5054758      1-Jun-29         $241,584.05     90.00                   33          0.250                    0.017       0.483
5055839      1-Aug-29         $256,314.35     90.00                   06          0.250                    0.017       0.358
5055843      1-Aug-29         $259,807.04     77.73                               0.250                    0.017       0.233
5055849      1-Aug-29         $313,789.32     80.00                               0.250                    0.017       0.733
5055856      1-Aug-29         $334,763.57     60.09                               0.250                    0.017       0.483
5055913      1-Aug-29         $339,741.28     80.00                               0.250                    0.017       0.108
5056511      1-Sep-29         $305,000.00     53.51                               0.250                    0.017       0.000
5056531      1-Sep-29         $350,000.00     52.95                               0.250                    0.017       0.233
5056664      1-Sep-29         $360,000.00     77.59                               0.250                    0.017       0.233
5056715      1-Jul-29         $374,705.08     95.00                   01          0.250                    0.017       0.358
5056972      1-Aug-29         $299,777.35     50.17                               0.250                    0.017       0.233
5056985      1-Aug-29         $279,792.20     78.87                               0.250                    0.017       0.233
5057173      1-Aug-29         $274,810.75     56.12                               0.250                    0.017       0.608
5057400      1-Sep-29         $304,000.00     60.80                               0.250                    0.017       0.233
5057795      1-May-29         $432,927.61     80.00                               0.250                    0.017       0.000
5057871      1-Aug-29         $329,772.90     65.19                               0.250                    0.017       0.608
5058165      1-May-29         $264,122.99     89.83                   06          0.250                    0.017       0.000
5058223      1-May-29         $299,055.36     80.00                               0.250                    0.017       0.000
5058240      1-May-29         $462,465.27     80.00                               0.250                    0.017       0.000
5058242      1-Aug-29         $291,044.44     80.00                               0.250                    0.017       0.483
5058278      1-May-29         $269,011.40     79.65                               0.250                    0.017       0.000
5058366      1-Jul-29         $257,142.38     75.88                               0.250                    0.017       0.000
5058399      1-Sep-29         $290,000.00     59.24                               0.250                    0.017       0.608
5058463      1-Aug-29         $322,783.27     78.40                               0.250                    0.017       0.733
5058584      1-Jul-29         $395,453.15     90.00                   06          0.250                    0.017       0.608
5058722      1-Apr-29         $280,054.93     75.00                               0.250                    0.017       0.000
5058828      1-Aug-29         $359,739.44     90.00                   06          0.250                    0.017       0.358
5059075      1-Aug-29         $274,805.91     70.51                               0.250                    0.017       0.483
5059421      1-Aug-29         $324,746.46     61.32                               0.250                    0.017       0.000
5059525      1-Sep-29         $220,000.00     64.14                               0.250                    0.017       0.733
5059792      1-Aug-29         $363,755.77     80.00                               0.250                    0.017       0.733
5060121      1-Aug-29         $367,020.52     79.99                               0.250                    0.017       0.108
5060247      1-May-29         $358,866.46     75.00                               0.250                    0.017       0.000
5060368      1-Jun-29         $350,950.09     89.09                   06          0.250                    0.017       0.483
5060378      1-Aug-29         $599,587.08     78.95                               0.250                    0.017       0.608
5060466      1-Sep-29         $275,000.00     56.12                               0.250                    0.017       1.108
5060570      1-Jun-29         $324,289.83     86.67                   06          0.250                    0.017       0.358
5060788      1-Apr-29         $340,266.64     90.00                   11          0.250                    0.017       0.233
5060862      1-Jun-29         $274,601.94     75.00                               0.250                    0.017       0.000
5060954      1-Apr-29         $267,065.61     94.98                   06          0.250                    0.017       0.608
5060972      1-Jun-29         $418,909.06     80.00                               0.250                    0.017       0.000
5061016      1-Jun-29         $266,321.47     95.00                   06          0.250                    0.017       0.000
5061035      1-Jun-29         $300,633.47     80.00                               0.250                    0.017       0.000
5061188      1-Jun-29         $294,270.30     85.51                   06          0.250                    0.017       0.000
5061522      1-Jun-29         $278,542.62     95.00                   01          0.250                    0.017       0.000
5061646      1-Jun-29         $287,953.43     79.99                               0.250                    0.017       0.233
5061709      1-Jun-29         $358,017.76     88.45                   01          0.250                    0.017       0.000
5061738      1-Jul-29         $474,310.20     70.90                               0.250                    0.017       0.358
5061744      1-May-29         $259,201.31     76.47                               0.250                    0.017       0.108
5061952      1-Sep-29         $348,000.00     80.00                               0.250                    0.017       0.483
5062077      1-May-29         $470,417.89     69.41                               0.250                    0.017       0.233
5062135      1-Jun-29         $271,972.94     87.00                   06          0.250                    0.017       0.000
5062479      1-Aug-29         $329,961.02     80.00                               0.250                    0.017       0.358
5062760      1-Sep-29         $258,000.00     57.33                               0.250                    0.017       0.483
5062816      1-Aug-29         $124,911.77     32.38                               0.250                    0.017       0.483
5063493      1-Aug-29         $264,556.82     79.09                               0.250                    0.017       0.858
5063625      1-Jul-29         $468,584.07     85.00                   11          0.250                    0.017       0.858
5063937      1-May-29         $330,954.58     80.00                               0.250                    0.017       0.000
5063947      1-Jun-29         $299,031.79     58.82                               0.250                    0.017       0.000
5064025      1-Aug-29         $295,769.08     80.00                               0.250                    0.017       0.000
5064493      1-May-29         $330,874.71     80.00                               0.250                    0.017       0.000
5064602      1-Sep-29         $297,500.00     59.26                               0.250                    0.017       0.858
5065234      1-May-29         $339,700.13     80.00                               0.250                    0.017       0.000
5065254      1-Mar-29         $562,140.37     67.25                               0.250                    0.017       0.000
5065287      1-Aug-29         $374,721.70     69.44                               0.250                    0.017       0.233
5065467      1-Sep-29         $303,000.00     69.66                               0.250                    0.017       1.108
5065594      1-Jun-29         $274,701.71     80.00                               0.250                    0.017       0.000
5065612      1-May-29         $697,740.86     53.85                               0.250                    0.017       0.000
5065630      1-Apr-29         $338,555.32     47.22                               0.250                    0.017       0.000
5065651      1-May-29         $376,188.90     66.81                               0.250                    0.017       0.000
5065657      1-Apr-29         $358,470.32     80.00                               0.250                    0.017       0.000
5066414      1-Sep-29         $450,000.00     69.10                               0.250                    0.017       0.858
5066458      1-Sep-29         $263,000.00     89.15                   01          0.250                    0.017       0.608
5066469      1-Jan-28         $294,921.26     57.14                               0.250                    0.017       0.000
5066801      1-Jun-29         $269,348.40     90.00                   13          0.250                    0.017       0.000
5066807      1-Jan-29         $225,400.82     49.56                               0.250                    0.017       0.000
5067358      1-Aug-29         $477,187.66     79.92                               0.250                    0.017       0.858
5067615      1-Jun-29         $253,072.49     74.62                               0.250                    0.017       0.000
5067645      1-Jun-29         $271,359.58     78.84                               0.250                    0.017       0.000
5067649      1-May-29         $286,382.34     94.98                   12          0.250                    0.017       0.000
5067672      1-May-29         $361,201.32     80.00                               0.250                    0.017       0.000
5067718      1-Sep-29         $296,000.00     41.40                               0.250                    0.017       1.733
5067766      1-May-29         $297,557.38     75.00                               0.250                    0.017       0.000
5067786      1-May-29         $284,033.98     58.76                               0.250                    0.017       0.000
5067826      1-May-29         $358,687.62     49.66                               0.250                    0.017       0.000
5068049      1-Jun-29         $297,642.87     80.00                               0.250                    0.017       0.000
5068081      1-Jun-29         $307,099.39     80.00                               0.250                    0.017       0.000
5068116      1-Sep-28         $264,928.66     75.00                               0.250                    0.017       0.000
5068171      1-Sep-29         $300,000.00     68.18                               0.250                    0.017       0.858
5068392      1-May-29         $258,261.67     58.86                               0.250                    0.017       0.483
5068560      1-Sep-29         $ 48,000.00     57.83                               0.250                    0.017       0.983
5068638      1-Sep-29         $324,000.00     50.63                               0.250                    0.017       0.983
5069097      1-Sep-29         $650,000.00     65.00                               0.250                    0.017       0.358
5069120      1-Nov-28         $282,659.01     75.00                               0.250                    0.017       0.000
5069161      1-Jun-29         $255,366.78     80.00                               0.250                    0.017       0.000
5069200      1-May-29         $283,880.82     80.00                               0.250                    0.017       0.000
5069211      1-May-29         $299,007.72     71.77                               0.250                    0.017       0.000
5069225      1-May-29         $302,944.18     77.95                               0.250                    0.017       0.000
5069249      1-May-29         $273,997.46     50.46                               0.250                    0.017       0.000
5069251      1-May-29         $279,050.91     73.30                               0.250                    0.017       0.000
5069276      1-May-29         $333,579.97     90.00                   12          0.250                    0.017       0.000
5069300      1-May-29         $476,379.83     67.51                               0.250                    0.017       0.000
5069569      1-Oct-28         $297,410.32     53.57                               0.250                    0.017       0.108
5069698      1-Feb-29         $347,978.67     70.42                               0.250                    0.017       0.108
5069736      1-May-29         $268,991.34     74.82                               0.250                    0.017       0.000
5069811      1-Jan-29         $265,284.05     80.00                               0.250                    0.017       0.000
5069817      1-Apr-29         $348,398.25     70.00                               0.250                    0.017       0.000
5069826      1-Aug-28         $269,747.06     65.93                               0.250                    0.017       0.108
5069943      1-May-29         $275,949.71     80.00                               0.250                    0.017       0.108
5070019      1-May-29         $298,905.00     75.00                               0.250                    0.017       0.000
5070046      1-Aug-29         $559,633.69     80.00                               0.250                    0.017       0.858
5070101      1-Apr-28         $344,073.48     69.74                               0.250                    0.017       0.233
5070219      1-Aug-29         $429,725.80     78.18                               0.250                    0.017       0.983
5070280      1-Sep-29         $379,000.00     75.80                               0.250                    0.017       0.483
5070380      1-Jun-29         $255,910.85     87.54                   13          0.250                    0.017       0.108
5070383      1-Mar-29         $322,352.10     80.00                               0.250                    0.017       0.000
5070389      1-Feb-29         $298,248.21     66.52                               0.250                    0.017       0.000
5070392      1-Jun-29         $352,105.21     75.91                               0.250                    0.017       0.000
5070396      1-May-29         $338,875.42     85.00                   13          0.250                    0.017       0.000
5070521      1-Sep-29         $252,700.00     95.00                   17          0.250                    0.017       0.983
5070530      1-Sep-29         $288,000.00     80.00                               0.250                    0.017       0.733
5070711      1-Sep-29         $414,000.00     78.48                               0.250                    0.017       0.733
5071164      1-Jul-29         $280,820.68     75.00                               0.250                    0.017       0.108
5071173      1-Jul-29         $291,796.50     86.96                   01          0.250                    0.017       0.608
5071180      1-Sep-29         $328,400.00     80.00                               0.250                    0.017       0.608
5071183      1-Sep-29         $274,000.00     80.00                               0.250                    0.017       0.233
5071309      1-Aug-29         $439,689.46     80.00                               0.250                    0.017       0.483
5071312      1-Jul-29         $268,110.09     75.00                               0.250                    0.017       0.358
5071332      1-Aug-29         $289,185.22     79.99                               0.250                    0.017       0.233
5071336      1-Sep-29         $278,080.00     79.75                               0.250                    0.017       0.733
5071366      1-Sep-29         $400,200.00     80.00                               0.250                    0.017       2.108
5071732      1-Aug-29         $384,004.98     90.00                   11          0.250                    0.017       0.983
5071797      1-Sep-29         $258,000.00     80.00                               0.250                    0.017       1.608
5072049      1-Sep-29         $475,000.00     69.34                               0.250                    0.017       0.608
5072543      1-Aug-29         $296,790.39     90.00                   11          0.250                    0.017       0.483
5072552      1-Sep-29         $360,000.00     70.94                               0.250                    0.017       1.233
5072698      1-Sep-29         $312,000.00     80.00                               0.250                    0.017       0.483
5073082      1-Aug-29         $ 64,960.63     65.00                               0.250                    0.017       1.233
5073223      1-Sep-29         $259,000.00     70.00                               0.250                    0.017       0.733
5073365      1-Sep-29         $319,950.00     80.00                               0.250                    0.017       0.108
5073410      1-Sep-29         $372,000.00     80.00                               0.250                    0.017       0.108
5073469      1-Jun-29         $313,912.59     89.99                   01          0.250                    0.017       0.733
5073481      1-Apr-29         $408,459.46     71.68                               0.250                    0.017       0.233
5073823      1-Jun-29         $432,978.15     70.00                               0.250                    0.017       0.000
5073841      1-Aug-29         $304,910.36     90.00                   33          0.250                    0.017       1.108
5073906      1-Jun-29         $598,515.93     75.95                               0.250                    0.017       0.000
5074304      1-Feb-29         $527,868.97     45.00                               0.250                    0.017       0.108
5074332      1-Sep-29         $345,200.00     80.00                               0.250                    0.017       0.608
5074333      1-Jun-29         $386,983.72     80.00                               0.250                    0.017       0.000
5074361      1-May-29         $336,269.64     75.00                               0.250                    0.017       0.000
5074399      1-Jun-29         $303,501.32     90.00                   12          0.250                    0.017       0.108
5074415      1-Apr-29         $282,850.85     80.00                               0.250                    0.017       0.000
5074481      1-Jun-29         $333,193.95     80.00                               0.250                    0.017       0.000
5074520      1-Jul-29         $314,277.51     75.00                               0.250                    0.017       0.108
5074583      1-Jul-29         $549,160.41     53.92                               0.250                    0.017       0.108
5074599      1-Jun-29         $332,176.34     90.00                   06          0.250                    0.017       0.000
5074605      1-Jul-28         $225,715.35     80.00                               0.250                    0.017       0.000
5074648      1-Nov-28         $385,366.49     80.00                               0.250                    0.017       0.000
5074649      1-Apr-29         $306,753.74     80.00                               0.250                    0.017       0.000
5074666      1-Dec-28         $377,153.10     76.77                               0.250                    0.017       0.000
5074689      1-May-29         $373,819.17     75.00                               0.250                    0.017       0.000
5074710      1-May-29         $256,863.43     71.51                               0.250                    0.017       0.000
5074905      1-Sep-29         $325,000.00     68.42                               0.250                    0.017       0.358
5074909      1-Aug-29         $474,656.21     68.35                               0.250                    0.017       0.358
5074947      1-Sep-29         $375,000.00     52.82                               0.250                    0.017       0.733
5075176      1-Sep-29         $360,900.00     90.00                   06          0.250                    0.017       1.233
5075640      1-Aug-19         $494,185.41     20.20                               0.250                    0.017       0.983
5075860      1-Aug-29         $366,154.16     80.00                               0.250                    0.017       0.733
5075990      1-Jun-29         $309,233.23     59.05                               0.250                    0.017       0.000
5076007      1-Jun-29         $384,047.74     79.99                               0.250                    0.017       0.000
5076018      1-Sep-29         $ 82,600.00     61.19                               0.250                    0.017       0.733
5076078      1-Sep-29         $971,750.00     65.00                               0.250                    0.017       0.483
5076334      1-Jun-29         $398,882.65     79.52                               0.250                    0.017       0.000
5076349      1-Jun-29         $478,897.54     80.00                               0.250                    0.017       0.108
5076366      1-May-29         $259,096.98     74.29                               0.250                    0.017       0.000
5076543      1-Jun-29         $284,241.47     79.19                               0.250                    0.017       0.000
5076548      1-Jun-29         $279,290.22     80.00                               0.250                    0.017       0.000
5076563      1-Jun-29         $260,970.36     80.00                               0.250                    0.017       0.000
5076577      1-May-29         $288,642.11     80.00                               0.250                    0.017       0.000
5076700      1-Feb-29         $636,695.02     80.00                               0.250                    0.017       0.358
5076735      1-Jun-29         $382,875.63     89.99                   17          0.250                    0.017       0.000
5076860      1-Mar-29         $444,931.60     29.85                               0.250                    0.017       0.000
5076905      1-Jun-29         $248,442.13     75.00                               0.250                    0.017       0.233
5076943      1-Jun-29         $275,272.95     73.40                               0.250                    0.017       0.000
5076953      1-Jun-29         $339,257.06     69.39                               0.250                    0.017       0.358
5076976      1-May-29         $378,712.00     80.00                               0.250                    0.017       0.000
5076992      1-Aug-29         $275,300.59     94.16                   12          0.250                    0.017       0.358
5076998      1-Feb-28         $356,761.93     79.80                               0.250                    0.017       0.108
5077030      1-Feb-29         $298,372.27     59.11                               0.250                    0.017       0.108
5077241      1-Jun-29         $263,378.41     56.53                               0.250                    0.017       0.000
5077267      1-May-29         $393,560.01     67.52                               0.250                    0.017       0.000
5077446      1-Apr-29         $398,420.82     80.00                               0.250                    0.017       0.000
5077458      1-Feb-29         $407,720.16     46.07                               0.250                    0.017       0.000
5077523      1-Aug-29         $283,319.23     90.00                   13          0.250                    0.017       0.983
5077562      1-Aug-29         $388,811.24     80.00                               0.250                    0.017       0.233
5077644      1-Aug-29         $355,755.00     80.00                               0.250                    0.017       0.608
5077774      1-Mar-29         $337,687.67     90.00                   01          0.250                    0.017       0.000
5077831      1-Apr-29         $393,824.47     80.00                               0.250                    0.017       0.000
5077882      1-Jun-29         $259,356.90     76.47                               0.250                    0.017       0.000
5077895      1-Sep-29         $300,000.00     80.00                               0.250                    0.017       0.608
5078116      1-May-29         $252,594.13     72.99                               0.250                    0.017       0.000
5078126      1-Sep-29         $231,000.00     70.00                               0.250                    0.017       0.733
5078176      1-Aug-29         $399,744.93     79.21                               0.250                    0.017       0.983
5078279      1-Sep-29         $364,000.00     80.00                               0.250                    0.017       1.108
5078306      1-Sep-29         $750,000.00     52.26                               0.250                    0.017       0.608
5078385      1-Aug-29         $275,814.81     84.92                   33          0.250                    0.017       0.733
5078578      1-Jun-29         $299,239.54     69.77                               0.250                    0.017       0.000
5078594      1-Jun-29         $329,338.35     80.00                               0.250                    0.017       0.000
5078655      1-Jun-29         $323,273.32     80.00                               0.250                    0.017       0.233
5078666      1-Jun-29         $254,304.70     79.69                               0.250                    0.017       0.000
5078681      1-May-29         $338,929.42     77.27                               0.250                    0.017       0.000
5078691      1-May-29         $250,945.79     94.98                   17          0.250                    0.017       0.233
5078807      1-Apr-29         $248,878.72     79.37                               0.250                    0.017       0.000
5078851      1-Jun-29         $287,354.77     87.80                   17          0.250                    0.017       0.233
5078853      1-Jun-29         $311,947.07     80.00                               0.250                    0.017       0.000
5078896      1-Sep-29         $311,200.00     80.00                               0.250                    0.017       2.233
5079157      1-Sep-29         $ 50,000.00     22.03                               0.250                    0.017       1.233
5079182      1-Aug-29         $405,687.29     62.46                               0.250                    0.017       1.858
5079537      1-Sep-29         $360,000.00     68.18                               0.250                    0.017       0.483
5080089      1-Sep-29         $322,000.00     64.40                               0.250                    0.017       0.483
5080104      1-Sep-29         $263,900.00     79.99                               0.250                    0.017       0.000
5080251      1-Sep-29         $736,000.00     66.91                               0.250                    0.017       2.108
5080334      1-Jul-29         $289,523.18     79.45                               0.250                    0.017       0.000
5080430      1-Jul-29         $267,201.56     80.00                               0.250                    0.017       0.233
5080518      1-Aug-29         $399,695.64     69.32                               0.250                    0.017       0.108
5080548      1-Sep-29         $400,000.00     62.75                               0.250                    0.017       0.858
5081175      1-Sep-29         $300,000.00     77.92                               0.250                    0.017       0.483
5081275      1-Sep-29         $552,000.00     80.00                               0.250                    0.017       1.108
5081743      1-Sep-29         $346,000.00     89.91                   01          0.250                    0.017       2.233
5082354      1-Sep-29         $527,200.00     80.00                               0.250                    0.017       2.233
5082355      1-Sep-29         $537,200.00     80.00                               0.250                    0.017       2.233
5082610      1-Sep-29         $279,920.00     80.00                               0.250                    0.017       0.608
5082975      1-Sep-29         $343,000.00     70.00                               0.250                    0.017       0.358
5083020      1-Sep-29         $364,000.00     80.00                               0.250                    0.017       2.233
5083140      1-Sep-29         $508,000.00     80.00                               0.250                    0.017       2.233
5083476      1-Jun-29         $500,237.43     61.98                               0.250                    0.017       0.108
5083729      1-Jun-29         $258,034.91     64.65                               0.250                    0.017       0.358
5083752      1-Jul-29         $261,589.98     49.43                               0.250                    0.017       0.000
5083763      1-Jul-29         $419,841.94     51.28                               0.250                    0.017       0.000
5083782      1-Jun-29         $419,011.10     68.85                               0.250                    0.017       0.000
5083784      1-Jul-29         $399,374.03     62.11                               0.250                    0.017       0.000
5083786      1-Jul-29         $337,509.15     66.54                               0.250                    0.017       0.358
5083789      1-Jun-29         $498,907.43     50.51                               0.250                    0.017       0.358
5083805      1-Jun-29         $303,783.06     40.55                               0.250                    0.017       0.000
5083809      1-Jul-29         $334,670.16     47.89                               0.250                    0.017       0.000
5083815      1-Jul-29         $349,478.86     66.04                               0.250                    0.017       0.233
5083823      1-Jun-29         $252,859.98     61.80                               0.250                    0.017       0.483
5083836      1-Jul-29         $449,295.78     64.29                               0.250                    0.017       0.000
5083841      1-Jul-29         $286,893.13     68.40                               0.250                    0.017       0.483
5083847      1-Jun-29         $348,178.28     69.80                               0.250                    0.017       0.000
5083858      1-Aug-29         $524,580.16     70.00                               0.250                    0.017       0.000
5083864      1-Jul-29         $327,486.71     69.05                               0.250                    0.017       0.000
5083880      1-Aug-29         $341,798.08     90.00                   17          0.250                    0.017       1.358
5083911      1-Jul-29         $292,541.48     50.52                               0.250                    0.017       0.000
5083919      1-Aug-29         $299,754.09     48.00                               0.250                    0.017       0.000
5083926      1-Aug-29         $319,768.39     60.38                               0.250                    0.017       0.358
5083938      1-Jul-29         $261,619.54     64.69                               0.250                    0.017       0.358
5083941      1-Jun-29         $310,884.30     50.26                               0.250                    0.017       0.108
5083949      1-Aug-29         $339,741.28     66.67                               0.250                    0.017       0.108
5083958      1-Jun-29         $358,175.43     66.48                               0.250                    0.017       0.108
5084004      1-Jul-29         $289,350.27     65.17                               0.250                    0.017       0.233
5084010      1-Aug-29         $271,722.14     80.00                               0.250                    0.017       0.858
5084015      1-May-29         $279,073.87     87.77                   17          0.250                    0.017       0.000
5084019      1-May-29         $254,177.01     87.93                   17          0.250                    0.017       0.000
5084021      1-May-29         $109,653.65     34.92                               0.250                    0.017       0.000
5084023      1-May-29         $283,874.83     71.61                               0.250                    0.017       0.000
5084034      1-May-29         $246,183.01     88.21                   17          0.250                    0.017       0.000
5084036      1-Jun-29         $253,219.73     68.65                               0.250                    0.017       0.108
5084050      1-May-29         $397,743.65     78.24                               0.250                    0.017       0.000
5084053      1-Jul-29         $279,561.82     66.67                               0.250                    0.017       0.000
5084069      1-Jul-29         $317,560.85     60.00                               0.250                    0.017       0.608
5084077      1-Jul-29         $367,424.11     64.56                               0.250                    0.017       0.000
5084103      1-Jul-29         $274,600.65     55.00                               0.250                    0.017       0.358
5084125      1-Jul-29         $569,172.27     47.50                               0.250                    0.017       0.358
5084174      1-Jul-29         $329,508.65     51.94                               0.250                    0.017       0.233
5084405      1-Jul-29         $284,553.98     47.90                               0.250                    0.017       0.000
5084417      1-Jul-29         $320,297.97     64.81                               0.250                    0.017       0.000
5084437      1-Jul-29         $394,158.22     54.48                               0.250                    0.017       0.483
5084455      1-Aug-29         $324,758.80     66.33                               0.250                    0.017       0.233
5084463      1-Sep-29         $492,000.00     80.00                               0.250                    0.017       0.608
5084471      1-Jul-29         $363,781.05     58.40                               0.250                    0.017       0.108
5084479      1-Aug-29         $459,675.33     51.11                               0.250                    0.017       0.483
5084491      1-Jul-29         $349,465.70     60.34                               0.250                    0.017       0.108
5084752      1-Jun-29         $397,085.86     69.22                               0.250                    0.017       0.108
5084764      1-Jul-29         $300,923.76     66.37                               0.250                    0.017       0.000
5084771      1-Jul-29         $648,009.27     43.27                               0.250                    0.017       0.108
5084776      1-Jul-29         $329,496.24     61.11                               0.250                    0.017       0.108
5084786      1-Aug-29         $346,229.69     70.00                               0.250                    0.017       0.000
5084798      1-Aug-29         $261,815.07     61.21                               0.250                    0.017       0.483
5084802      1-Jun-29         $349,175.92     68.63                               0.250                    0.017       0.000
5085104      1-Sep-29         $248,000.00     80.00                               0.250                    0.017       0.983
5085293      1-Aug-29         $499,600.15     33.33                               0.250                    0.017       0.000
5085308      1-Aug-29         $264,812.96     67.09                               0.250                    0.017       0.483
5085325      1-Sep-29         $363,750.00     75.00                               0.250                    0.017       0.858
5085330      1-Aug-29         $269,809.43     65.85                               0.250                    0.017       0.483
5085339      1-Aug-29         $386,746.85     65.87                               0.250                    0.017       0.858
5085358      1-Aug-29         $284,798.84     43.18                               0.250                    0.017       0.483
5085370      1-Aug-29         $329,761.16     48.89                               0.250                    0.017       0.358
5085655      1-Jun-29         $339,257.05     80.00                               0.250                    0.017       0.358
5085667      1-Jul-29         $307,517.99     80.00                               0.250                    0.017       0.000
5085672      1-Jun-29         $316,026.19     77.32                               0.250                    0.017       0.108
5085680      1-Jul-29         $399,274.18     80.00                               0.250                    0.017       0.000
5085692      1-Jul-29         $264,325.13     84.98                   33          0.250                    0.017       0.483
5085699      1-Jun-29         $399,031.37     76.91                               0.250                    0.017       0.108
5085723      1-Jul-29         $289,599.53     75.32                               0.250                    0.017       0.608
5085728      1-Aug-29         $329,761.16     80.00                               0.250                    0.017       0.358
5085730      1-Jul-29         $257,558.25     79.99                               0.250                    0.017       0.000
5085737      1-Jul-29         $257,625.35     74.14                               0.250                    0.017       0.358
5085743      1-Jun-29         $265,162.42     84.44                   33          0.250                    0.017       0.000
5085756      1-Aug-29         $281,391.01     80.00                               0.250                    0.017       0.233
5085760      1-Jun-29         $254,898.40     71.97                               0.250                    0.017       0.000
5085848      1-Aug-29         $253,820.73     86.10                   33          0.250                    0.017       0.483
5085853      1-Jun-29         $283,331.31     80.00                               0.250                    0.017       0.000
5085855      1-Jul-29         $265,641.83     79.88                               0.250                    0.017       0.733
5085870      1-Jul-29         $305,598.29     90.00                   33          0.250                    0.017       0.858
5085873      1-Jul-29         $326,513.10     79.99                               0.250                    0.017       0.233
5085891      1-Jul-29         $299,164.92     79.89                               0.250                    0.017       0.358
5085893      1-Jul-29         $245,720.07     80.00                               0.250                    0.017       0.000
5085912      1-Jul-29         $332,478.88     79.29                               0.250                    0.017       0.000
5085913      1-Sep-29         $350,000.00     77.78                               0.250                    0.017       1.108
5085925      1-Jul-29         $279,583.08     80.00                               0.250                    0.017       0.233
5085929      1-Jul-29         $345,996.82     90.00                   33          0.250                    0.017       0.358
5085938      1-Jul-29         $419,342.72     80.00                               0.250                    0.017       0.000
5085948      1-Jul-29         $255,599.37     80.00                               0.250                    0.017       0.000
5085966      1-Aug-29         $347,754.38     80.00                               0.250                    0.017       0.483
5085976      1-Jul-29         $301,051.08     90.00                   33          0.250                    0.017       0.233
5085977      1-Aug-29         $299,782.86     80.00                               0.250                    0.017       0.358
5085984      1-Jul-29         $265,124.00     90.00                   33          0.250                    0.017       0.483
5085993      1-Jul-29         $340,566.19     90.00                   33          0.250                    0.017       0.000
5086000      1-Jun-29         $275,350.15     89.90                   33          0.250                    0.017       0.000
5086009      1-Jul-29         $279,593.39     76.71                               0.250                    0.017       0.358
5086013      1-Jul-29         $252,104.85     89.98                   33          0.250                    0.017       0.000
5086014      1-May-29         $386,608.74     74.58                               0.250                    0.017       0.108
5086018      1-Aug-29         $251,822.14     80.00                               0.250                    0.017       0.483
5086028      1-Jul-29         $316,776.42     79.76                               0.250                    0.017       0.483
5086031      1-Jul-29         $307,541.39     80.00                               0.250                    0.017       0.233
5086033      1-Jul-29         $292,448.25     89.47                   33          0.250                    0.017       0.233
5086036      1-Jun-29         $299,310.94     80.00                               0.250                    0.017       0.108
5086043      1-Jun-29         $242,469.00     90.00                   33          0.250                    0.017       0.358
5086047      1-Aug-29         $267,815.56     82.97                   33          0.250                    0.017       0.608
5086052      1-Jun-29         $314,649.94     79.98                               0.250                    0.017       0.358
5086054      1-Jul-29         $334,688.30     80.00                               0.250                    0.017       0.108
5086067      1-Aug-29         $340,759.32     79.30                               0.250                    0.017       0.483
5086073      1-Jul-29         $274,170.27     88.58                   33          0.250                    0.017       0.000
5086074      1-Jul-29         $563,959.05     80.00                               0.250                    0.017       0.233
5086083      1-Jul-29         $319,499.22     80.00                               0.250                    0.017       0.000
5086093      1-Aug-29         $322,748.03     88.98                   33          0.250                    0.017       0.000
5086108      1-Jul-29         $271,605.02     77.71                               0.250                    0.017       0.358
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5086118      1-Jun-29         $396,663.85     79.93                               0.250                    0.017       0.000
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5086126      1-Jul-29         $302,748.55     74.86                               0.250                    0.017       0.233
5086128      1-Aug-29         $339,777.58     80.00                               0.250                    0.017       0.858
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7527480      1-Jun-29         $279,307.42     79.01                               0.250                    0.017       0.000
7531498      1-Jul-29         $285,178.05     69.28                               0.250                    0.017       0.000
7553562      1-Jul-29         $266,512.28     90.00                   01          0.250                    0.017       0.000
7557445      1-Sep-29         $518,000.00     79.99                               0.250                    0.017       0.000
7559354      1-Mar-29         $547,255.28     57.89                               0.250                    0.017       0.000
7567667      1-Aug-29         $340,059.82     80.00                               0.250                    0.017       0.483
7579862      1-Aug-29         $334,139.13     80.00                               0.250                    0.017       0.000
7582317      1-Sep-29         $460,000.00     80.00                               0.250                    0.017       0.233
7584169      1-Aug-29         $406,912.60     80.00                               0.250                    0.017       0.483
7594156      1-Aug-29         $278,787.71     79.78                               0.250                    0.017       0.108
7598743      1-Aug-29         $251,817.61     80.00                               0.250                    0.017       0.358
7627230      1-Aug-29         $335,762.86     79.95                               0.250                    0.017       0.483
7630341      1-Aug-29         $279,781.58     78.87                               0.250                    0.017       0.000
7646493      1-Aug-29         $319,790.68     80.00                               0.250                    0.017       0.858
7653304      1-Sep-29         $360,400.00     80.00                               0.250                    0.017       0.358
7658304      1-Sep-29         $475,300.00     75.00                               0.250                    0.017       0.858
7662949      1-Jul-29         $284,606.44     94.94                   01          0.250                    0.017       0.608
7673858      1-Aug-29         $349,726.96     59.32                               0.250                    0.017       0.000
7679818      1-Jul-29         $255,058.18     80.00                               0.250                    0.017       0.108
7701889      1-Aug-29         $515,559.50     80.00                               0.250                    0.017       0.000
7702633      1-Aug-29         $449,666.03     36.14                               0.250                    0.017       0.233
7705988      1-Jun-29         $498,851.59     79.74                               0.250                    0.017       0.108
7709319      1-Aug-29         $315,671.29     79.99                               0.250                    0.017       0.358
7719054      1-Aug-29         $326,163.62     80.00                               0.250                    0.017       0.108
7727790      1-Aug-29         $279,792.20     73.68                               0.250                    0.017       0.233
7732458      1-Jul-29         $276,737.35     70.00                               0.250                    0.017       0.233
7733289      1-Aug-29         $397,968.92     79.99                               0.250                    0.017       0.483
7737056      1-Jul-29         $317,589.73     73.98                               0.250                    0.017       0.000
7740303      1-Aug-29         $260,824.87     94.97                   06          0.250                    0.017       0.733
7743377      1-Jun-29         $471,287.76     69.99                               0.250                    0.017       0.000
7745136      1-Jul-29         $351,488.86     80.00                               0.250                    0.017       0.358
7745598      1-Aug-29         $374,741.93     65.22                               0.250                    0.017       0.608
7746249      1-Aug-29         $256,323.81     95.00                   17          0.250                    0.017       0.108
7748542      1-Jul-29         $324,215.74     58.45                               0.250                    0.017       0.000
7751068      1-Jul-29         $367,242.38     80.00                               0.250                    0.017       0.000
7753584      1-Sep-29         $399,200.00     80.00                               0.250                    0.017       0.358
7754462      1-Aug-29         $269,050.17     72.92                               0.250                    0.017       0.233
7755360      1-Sep-29         $297,600.00     80.00                               0.250                    0.017       0.608
7756436      1-Aug-29         $353,868.37     79.99                               0.250                    0.017       0.858
7758140      1-Aug-29         $250,821.04     68.21                               0.250                    0.017       0.483
7760105      1-Jul-29         $311,467.05     80.00                               0.250                    0.017       0.358
7760736      1-Jul-29         $296,535.24     90.00                   01          0.250                    0.017       0.000
7761040      1-Jun-29         $355,920.56     87.00                   33          0.250                    0.017       0.358
7762834      1-Jul-29         $304,545.89     58.65                               0.250                    0.017       0.233
7762968      1-Sep-29         $352,000.00     80.00                               0.250                    0.017       0.483
7763302      1-Aug-29         $392,536.44     80.00                               0.250                    0.017       0.733
7767660      1-Sep-29         $440,000.00     80.00                               0.250                    0.017       0.733
7769495      1-Jul-29         $648,931.29     65.66                               0.250                    0.017       0.000
7772280      1-Aug-29         $646,994.89     70.00                               0.250                    0.017       0.000
7773798      1-Aug-29         $284,777.68     69.51                               0.250                    0.017       0.000
7776084      1-Aug-29         $394,714.11     63.20                               0.250                    0.017       0.358
7776290      1-Jul-29         $329,357.60     69.89                               0.250                    0.017       0.000
7776454      1-Aug-29         $319,762.51     55.90                               0.250                    0.017       0.233
7777082      1-Aug-29         $255,832.54     80.00                               0.250                    0.017       0.858
7777286      1-Jul-29         $306,554.19     80.00                               0.250                    0.017       0.358
7782161      1-Aug-29         $351,745.24     80.00                               0.250                    0.017       0.358
7782952      1-Aug-29         $385,806.21     90.00                   13          0.250                    0.017       0.108
7784503      1-Aug-29         $587,095.69     74.37                               0.250                    0.017       0.608
7786264      1-Jul-29         $478,081.87     68.90                               0.250                    0.017       0.000
7788190      1-Aug-29         $362,950.05     80.00                               0.250                    0.017       0.608
7789481      1-Jul-29         $264,415.47     80.00                               0.250                    0.017       0.358
7789844      1-Aug-29         $302,980.55     80.00                               0.250                    0.017       0.358
7792414      1-Aug-29         $197,380.59     79.98                               0.250                    0.017       0.483
7794944      1-Sep-29         $302,400.00     80.00                               0.250                    0.017       0.233
7797099      1-Aug-29         $293,787.22     70.00                               0.250                    0.017       0.358
7797962      1-Sep-29         $432,000.00     80.00                               0.250                    0.017       0.483
7798391      1-Aug-29         $257,822.45     85.64                   17          0.250                    0.017       0.608
7800523      1-Aug-29         $399,710.50     50.03                               0.250                    0.017       0.358
7802187      1-Sep-29         $376,000.00     65.28                               0.250                    0.017       0.483
7802977      1-Aug-29         $274,780.08     71.43                               0.250                    0.017       0.000
7804011      1-Aug-29         $507,641.46     80.00                               0.250                    0.017       0.483
7804985      1-Aug-29         $324,276.68     74.68                               0.250                    0.017       0.608
7805023      1-Aug-29         $316,287.64     75.00                               0.250                    0.017       0.733
7805173      1-Jul-29         $472,128.19     80.00                               0.250                    0.017       0.108
7805900      1-Aug-29         $261,385.57     80.00                               0.250                    0.017       0.000
7807018      1-Sep-29         $336,000.00     80.00                               0.250                    0.017       0.358
7807322      1-Aug-29         $354,729.87     63.96                               0.250                    0.017       0.108
7809008      1-Aug-29         $309,758.17     59.05                               0.250                    0.017       0.000
7809875      1-Jul-29         $339,530.48     75.56                               0.250                    0.017       0.608
7810579      1-Sep-29         $650,000.00     67.01                               0.250                    0.017       0.483
7812297      1-Sep-29         $398,700.00     90.00                   17          0.250                    0.017       0.483
7815246      1-Aug-29         $314,971.86     80.00                               0.250                    0.017       0.358
7818606      1-Aug-29         $264,822.19     68.83                               0.250                    0.017       0.733
7818894      1-Jul-29         $351,462.66     80.00                               0.250                    0.017       0.108
7820543      1-Sep-29         $395,000.00     67.52                               0.250                    0.017       0.608
7821342      1-Aug-29         $305,749.71     90.00                   33          0.250                    0.017       0.733
7822441      1-Aug-29         $267,712.63     80.00                               0.250                    0.017       0.608
7822859      1-Aug-29         $278,798.07     71.36                               0.250                    0.017       0.358
7823661      1-Aug-29         $411,551.91     66.32                               0.250                    0.017       0.358
7828377      1-Jul-29         $293,351.52     74.60                               0.250                    0.017       0.108
7828414      1-Aug-29         $374,122.14     80.00                               0.250                    0.017       0.233
7828868      1-Sep-29         $500,000.00     61.35                               0.250                    0.017       0.233
7833212      1-Sep-29         $388,600.00     79.99                               0.250                    0.017       0.483
7833738      1-Aug-29         $599,543.45     60.00                               0.250                    0.017       0.108
7836394      1-Aug-29         $129,413.10     55.11                               0.250                    0.017       0.733
7837364      1-Sep-29         $279,200.00     80.00                               0.250                    0.017       0.483
7837759      1-Jul-29         $339,542.22     80.00                               0.250                    0.017       0.733
7841645      1-Aug-29         $343,774.98     80.00                               0.250                    0.017       0.858
7841735      1-Aug-29         $347,766.50     80.00                               0.250                    0.017       0.733
7843177      1-Aug-29         $329,467.30     67.42                               0.250                    0.017       0.483
7848897      1-Aug-29         $589,593.97     71.52                               0.250                    0.017       0.608
7849177      1-Aug-29         $492,943.02     79.82                               0.250                    0.017       0.733
7850447      1-Aug-29         $459,699.09     79.79                               0.250                    0.017       0.858
7852780      1-Aug-29         $281,965.43     95.00                   11          0.250                    0.017       0.858
7853031      1-Aug-29         $328,773.58     77.59                               0.250                    0.017       0.608
7856765      1-Sep-29         $412,000.00     80.00                               0.250                    0.017       0.483
7857935      1-Sep-29         $271,500.00     79.85                               0.250                    0.017       0.608
7858239      1-Aug-29         $310,963.20     80.00                               0.250                    0.017       0.108
7859372      1-Aug-29         $259,821.07     56.52                               0.250                    0.017       0.608
7859520      1-Aug-29         $325,948.65     75.00                               0.250                    0.017       0.483
7865243      1-Sep-29         $340,000.00     80.00                               0.250                    0.017       0.000
7867041      1-Aug-29         $364,948.68     80.00                               0.250                    0.017       0.608
7868344      1-Sep-29         $350,000.00     70.00                               0.250                    0.017       0.483
7869061      1-Sep-29         $376,000.00     80.00                               0.250                    0.017       0.000
7871066      1-Sep-29         $345,600.00     79.27                               0.250                    0.017       0.483
7872255      1-Sep-29         $650,000.00     74.71                               0.250                    0.017       0.483
7875717      1-Sep-29         $284,000.00     80.00                               0.250                    0.017       0.733
7878914      1-Sep-29         $476,000.00     80.00                               0.250                    0.017       0.733
7881602      1-Sep-29         $340,000.00     80.00                               0.250                    0.017       0.608

                          $227,308,618.29
</TABLE>


COUNT:               657
WAC:         7.540708798
WAM:          357.512427
WALTV:       73.68295094

<PAGE>

<TABLE>
                                                           EXHIBIT F-3

                                     Schedule of Mortgage Loans Serviced by Other Servicers


NASCOR
NMI/1999-23  Exhibit F-3
30 YEAR FIXED RATE NON RELOCATION  LOANS

<CAPTION>

  (i)             (ii)                                (iii)         (iv)         (v)          (vi)         (vii)        (viii)
  ---             ----                                -----         ----         ---          ----         -----        ------
                                                                                 NET
MORTGAGE                                                          MORTGAGE     MORTGAGE      CURRENT      ORIGINAL     SCHEDULED
  LOAN                                      ZIP      PROPERTY     INTEREST     INTEREST      MONTHLY      TERM TO      MATURITY
 NUMBER           CITY           STATE     CODE        TYPE         RATE         RATE        PAYMENT      MATURITY       DATE
- --------          ----           -----     ----      --------     --------     --------      -------      --------     ---------
<S>          <C>                 <C>       <C>       <C>          <C>          <C>          <C>           <C>          <C>
4958779      LAKE MARY            FL       32746       SFD         7.625        7.000       $2,073.61       360        1-Feb-27
4997461      HILTON HEAD          SC       29928       SFD         6.875        6.608       $3,133.55       360        1-Jan-29
5007785      PLANTATION           FL       33325       SFD         7.125        6.858       $1,509.09       339        1-Nov-26
5026670      SIMI VALLEY          CA       93065       SFD         6.750        6.483       $1,695.76       360        1-Apr-29
5027664      GREEN BAY            WI       54313       SFD         7.250        6.983       $2,072.12       360        1-Apr-29
5049413      SANTA FE             NM       87505       SFD         7.250        6.983       $2,026.06       360        1-Apr-29
5049493      SAN JOSE             CA       95101       SFD         7.500        7.000       $3,670.87       360        1-Mar-29
5049508      HUNTINGTON           WV       25705       SFD         7.125        6.858       $  700.66       360        1-Nov-28
5059526      ORLANDO              FL       32826       SFD         7.125        6.858       $2,155.90       360        1-May-29
5059541      NASHVILLE            TN       37215       SFD         6.875        6.608       $2,187.57       360        1-Apr-29
5059686      FRANKLIN             TN       37069       SFD         6.500        6.233       $2,189.79       332        1-Sep-26
5059952      YONKERS              NY       10705       SFD         7.125        6.858       $1,174.45       360        1-May-29
5059964      MARCO ISLAND         FL       34145       SFD         7.375        7.000       $2,244.69       360        1-Jun-29
5059990      LAHAINA              HI       96761       LCO         7.250        6.983       $1,705.44       360        1-Apr-29
5060029      PENSACOLA BEACH      FL       32561       SFD         7.625        7.000       $1,946.43       360        1-Apr-29
5060203      ATLANTA              GA       30345       SFD         6.875        6.608       $2,307.99       360        1-Mar-29
5060386      BETHESDA             MD       20816       SFD         7.250        6.983       $2,073.82       360        1-Jun-29
5060401      PEACHTREE CITY       GA       30269       SFD         6.875        6.608       $1,681.74       360        1-Jun-29
5060424      FAYETTEVILLE         GA       30214       SFD         6.875        6.608       $1,956.99       360        1-Jun-29
5060440      GAINESVILLE          FL       32605       SFD         7.250        6.983       $1,977.97       360        1-Apr-29
5060469      DULUTH               GA       30097       SFD         6.875        6.608       $2,572.18       240        1-Jun-19
5060503      WARNER ROBINS        GA       31093       SFD         7.000        6.733       $1,783.01       360        1-Jan-29
5060523      ORLANDO              FL       32827       SFD         7.250        6.983       $4,972.39       329        1-Aug-26
5060540      ATHENS               GA       30605       SFD         7.125        6.858       $2,358.01       360        1-Jun-29
5064636      WESTLAKE             LA       70669       SFD         8.000        7.000       $2,324.57       360        1-Aug-29
5064675      SHREVEPORT           LA       71106       SFD         8.000        7.000       $2,935.06       360        1-Aug-29
5065451      KNOXVILLE            TN       37922       SFD         6.875        6.608       $2,026.63       360        1-May-29
5065510      BIRMINGHAM           MI       48009       SFD         7.000        6.733       $1,829.58       360        1-Jun-29
5065532      ATLANTA              GA       30305       SFD         7.125        6.858       $3,368.59       360        1-May-29
5065538      BLOWING ROCK         NC       28605       SFD         7.000        6.733       $1,975.95       360        1-Jun-29
5065606      RALEIGH              NC       27606       SFD         7.000        6.733       $1,942.68       360        1-Jun-29
5066210      GRAYSON              GA       30017       SFD         7.500        7.000       $2,416.49       360        1-May-29
5066231      MARIETTA             GA       30067       SFD         7.125        6.858       $1,816.68       360        1-May-29
5066250      MELBOURNE            FL       32940       SFD         7.000        6.733       $1,766.38       360        1-May-29
5066260      MACON                GA       31211       SFD         7.750        7.000       $1,076.77       360        1-May-29
5066284      WINTER PARK          FL       32789       SFD         7.250        6.983       $1,786.95       312        1-May-25
5066298      TITUSVILLE           FL       32780       SFD         7.125        6.858       $2,995.32       268        1-Jun-21
5066357      TAMPA                FL       33602       SFD         7.250        6.983       $2,748.47       351        1-Aug-28
5066385      NORCROSS             GA       30092       SFD         6.875        6.608       $1,905.09       360        1-May-29
5066400      WINDERMERE           FL       34786       SFD         7.375        7.000       $1,775.89       337        1-Jun-27
5076904      KNOXVILLE            TN       37922       SFD         6.875        6.608       $2,102.17       360        1-Mar-29
5076934      TOPSAIL BEACH        NC       28445       SFD         7.000        6.733       $2,441.66       360        1-Jun-29
5077002      ATLANTA              GA       30305       SFD         7.000        6.733       $1,687.21       360        1-May-29
5077026      MARIETTA             GA       30067       SFD         7.000        6.733       $2,174.21       360        1-Jun-29
5077081      CHAPIN               SC       29036       SFD         6.875        6.608       $1,970.79       360        1-Jun-29
5078300      LONGWOOD             FL       32779       SFD         7.250        6.983       $2,000.44       354        1-Dec-28
5078324      ROME                 GA       30161       SFD         7.125        6.858       $2,234.90       360        1-Jan-29
5079802      ALBUQUERQUE          NM       87122       SFD         7.500        7.000       $2,263.01       360        1-Aug-29
5089861      DULUTH               GA       30136       SFD         7.000        6.733       $1,914.59       360        1-Jun-29
5089875      BRENTWOOD            TN       37027       SFD         6.875        6.608       $1,635.01       360        1-May-29
5089906      SAINT SIMONS ISL     GAD      31522       SFD         7.125        6.858       $2,329.97       360        1-Jun-29
5089915      JACKSONVILLE         FL       32224       SFD         7.125        6.858       $1,667.45       360        1-Jun-29
5089930      COLUMBIA             SC       29201       SFD         7.625        7.000       $2,452.51       360        1-Jul-29
5089936      ORLANDO              FL       32803       SFD         7.250        6.983       $1,757.29       360        1-Jun-29
5089937      SAINT PETERSBURG     FL       33704       SFD         7.125        6.858       $2,694.87       360        1-Jun-29
5089943      WINDERMERE           FL       34786       SFD         7.250        6.983       $2,728.15       360        1-Jun-29
5089945      GULFPORT             FL       33707       SFD         7.500        7.000       $1,972.86       350        1-Aug-28
5089955      PORT CHARLOTTE       FL       33952       SFD         7.750        7.000       $2,034.61       360        1-Aug-29
5089963      GAINESVILLE          GA       30506       SFD         7.000        6.733       $1,922.06       360        1-May-29
5089967      ANNAPOLIS            MD       21401       SFD         7.125        6.858       $2,425.39       360        1-Jul-29
5089973      LEXINGTON            SC       29072       SFD         7.375        7.000       $4,005.92       360        1-Jun-29
5089974      RALEIGH              NC       27608       SFD         7.750        7.000       $1,937.18       360        1-Jul-29
5089975      ACWORTH              GA       30102       SFD         7.000        6.733       $2,051.79       360        1-Aug-29
5089979      VIENNA               VA       22182       SFD         6.875        6.608       $2,138.97       360        1-May-29
5089988      IRMO                 SC       29063       SFD         7.500        7.000       $2,092.40       360        1-Jul-29
5089999      FAIRBURN             GA       30213       SFD         6.875        6.608       $1,904.02       360        1-May-29
5090006      ATLANTA              GA       30306       SFD         7.125        6.858       $1,827.12       360        1-Jun-29
5090011      JACKSONVILLE         FL       32256       SFD         7.500        7.000       $2,045.20       360        1-Jul-29
5090079      ATLANTA              GA       30327       SFD         6.875        6.608       $2,315.67       360        1-May-29
5090087      NASHVILLE            TN       37205       SFD         6.875        6.608       $2,036.48       360        1-Jun-29
5090102      SUWANEE              GA       30024       SFD         7.125        6.858       $3,018.26       360        1-Jul-29

<PAGE>

NASCOR
NMI/1999-23 Exhibit F-3
30 YEAR FIXED RATE NON RELOCATION LOANS
(continued)

<CAPTION>
(i)              (ix)            (x)       (xi)         (xii)       (xiii)       (xiv)        (xv)        (xvi)
- -----            ----            ---       ----         -----       ------       -----        ----        -----
                CUT-OFF
MORTGAGE         DATE                                 MORTGAGE                   T.O.P.      MASTER       FIXED
LOAN           PRINCIPAL                              INSURANCE     SERVICE     MORTGAGE     SERVICE     RETAINED
NUMBER          BALANCE          LTV      SUBSIDY       CODE          FEE         LOAN         FEE        YIELD
- --------       ---------         ---      -------     ---------     -------     --------     -------     --------
<S>         <C>                 <C>       <C>         <C>           <C>         <C>          <C>         <C>
4958779         $285,727.57     84.00                    11          0.250                    0.017       0.358
4997461         $473,729.08     56.79                                0.250                    0.017       0.000
5007785         $216,867.83     47.31                                0.250                    0.017       0.000
5026670         $259,806.10     90.00                    13          0.250                    0.017       0.000
5027664         $302,550.78     75.00                                0.250                    0.017       0.000
5049413         $295,827.51     00.00                                0.250                    0.017       0.000
5049493         $523,027.31     00.00                                0.250                    0.017       0.233
5049508         $103,145.83     99.05                                0.250                    0.017       0.000
5059526         $318,967.24     72.73                                0.250                    0.017       0.000
5059541         $331,585.10     90.00                    01          0.250                    0.017       0.000
5059686         $334,035.29     77.47                                0.250                    0.017       0.000
5059952         $173,762.43     76.46                                0.250                    0.017       0.000
5059964         $324,187.06     64.36                                0.250                    0.017       0.108
5059990         $248,983.61     00.00                                0.250                    0.017       0.000
5060029         $273,992.11     00.00                                0.250                    0.017       0.358
5060203         $349,533.69     76.88                                0.250                    0.017       0.000
5060386         $302,935.36     76.96                                0.250                    0.017       0.000
5060401         $255,351.08     77.58                                0.250                    0.017       0.000
5060424         $296,097.25     90.00                    12          0.250                    0.017       0.000
5060440         $288,805.31     84.81                    11          0.250                    0.017       0.000
5060469         $333,030.03     78.84                                0.250                    0.017       0.000
5060503         $266,206.27     80.00                                0.250                    0.017       0.000
5060523         $705,404.36     69.23                                0.250                    0.017       0.000
5060540         $347,516.06     79.55                                0.250                    0.017       0.000
5064636         $316,587.43     90.00                    13          0.250                    0.017       0.733
5064675         $399,731.61     58.50                                0.250                    0.017       0.733
5065451         $307,454.33     67.07                                0.250                    0.017       0.000
5065510         $274,335.37     32.16                                0.250                    0.017       0.000
5065532         $498,452.47     54.05                                0.250                    0.017       0.000
5065538         $296,256.36     90.00                    01          0.250                    0.017       0.000
5065606         $291,277.76     80.00                                0.250                    0.017       0.000
5066210         $344,564.38     80.00                                0.250                    0.017       0.233
5066231         $268,779.76     61.70                                0.250                    0.017       0.000
5066250         $264,585.13     74.79                                0.250                    0.017       0.000
5066260         $149,871.54     90.00                    06          0.250                    0.017       0.483
5066284         $249,508.34     21.79                                0.250                    0.017       0.000
5066298         $396,875.13     63.69                                0.250                    0.017       0.000
5066357         $398,660.71     59.70                                0.250                    0.017       0.000
5066385         $289,017.07     66.67                                0.250                    0.017       0.000
5066400         $251,396.33     70.87                                0.250                    0.017       0.108
5076904         $318,363.69     80.00                                0.250                    0.017       0.000
5076934         $366,092.24     79.96                                0.250                    0.017       0.000
5077002         $252,440.47     80.00                                0.250                    0.017       0.000
5077026         $325,991.67     68.08                                0.250                    0.017       0.000
5077081         $299,239.54     59.06                                0.250                    0.017       0.000
5078300         $291,134.16     76.80                                0.250                    0.017       0.000
5078324         $327,935.73     66.35                                0.250                    0.017       0.000
5079802         $323,409.80     89.74                    06          0.250                    0.017       0.233
5089861         $286,459.60     91.03                    12          0.250                    0.017       0.000
5089875         $247,739.94     68.19                                0.250                    0.017       0.000
5089906         $345,002.72     79.32                                0.250                    0.017       0.000
5089915         $246,902.71     90.00                    01          0.250                    0.017       0.000
5089930         $345,996.83     90.00                    01          0.250                    0.017       0.358
5089936         $256,993.48     80.00                                0.250                    0.017       0.000
5089937         $399,034.67     53.33                                0.250                    0.017       0.000
5089943         $398,339.21     73.39                                0.250                    0.017       0.000
5089945         $279,327.24     59.96                                0.250                    0.017       0.233
5089955         $283,799.56     94.98                    12          0.250                    0.017       0.483
5089963         $287,944.44     85.00                    11          0.250                    0.017       0.000
5089967         $359,422.51     80.00                                0.250                    0.017       0.000
5089973         $578,329.64     74.17                                0.250                    0.017       0.108
5089974         $270,017.07     80.00                                0.250                    0.017       0.483
5089975         $308,147.21     80.00                                0.250                    0.017       0.000
5089979         $324,496.35     80.00                                0.250                    0.017       0.000
5089988         $298,715.05     90.00                    12          0.250                    0.017       0.233
5089999         $288,652.63     69.84                                0.250                    0.017       0.000
5090006         $270,545.50     79.44                                0.250                    0.017       0.000
5090011         $292,064.50     75.00                                0.250                    0.017       0.233
5090079         $351,305.22     75.00                                0.250                    0.017       0.000
5090087         $309,214.20     73.81                                0.250                    0.017       0.000
5090102         $447,281.35     78.60                                0.250                    0.017       0.000

             $22,588,767.02
</TABLE>


COUNT:                71
WAC:         7.175727008
WAM:         349.5932945
WAL TV:      75.5531926

<PAGE>

NASCOR
NMI/1999-23 Exhibit F-3
30 YEAR FIXED RATE NON RELOCATION LOANS
(continued)

  (i)                 (xvii)                      (xviii)
  ---                 ------                      -------
MORTGAGE                                            NMI
  LOAN                                              LOAN
 NUMBER              SERVICER                      SELLER
- --------             --------                      ------
4958779      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
4997461      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5007785      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5026670      HOMESIDE LENDING             HOMESIDE LENDING
5027664      HOMESIDE LENDING             HOMESIDE LENDING
5049413      NOVUS FINANCIAL CORPORAT     NOVUS FINANCIAL CORPORAT
5049493      NOVUS FINANCIAL CORPORAT     NOVUS FINANCIAL CORPORAT
5049508      NOVUS FINANCIAL CORPORAT     NOVUS FINANCIAL CORPORAT
5059526      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5059541      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5059686      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5059952      NOVUS FINANCIAL CORPORAT     NOVUS FINANCIAL CORPORAT
5059964      NOVUS FINANCIAL CORPORAT     NOVUS FINANCIAL CORPORAT
5059990      NOVUS FINANCIAL CORPORAT     NOVUS FINANCIAL CORPORAT
5060029      NOVUS FINANCIAL CORPORAT     NOVUS FINANCIAL CORPORAT
5060203      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060386      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060401      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060424      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060440      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060469      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060503      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060523      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5060540      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5064636      HIBERNIA NATIONAL BANK       HIBERNIA NATIONAL BANK
5064675      HIBERNIA NATIONAL BANK       HIBERNIA NATIONAL BANK
5065451      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5065510      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5065532      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5065538      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5065606      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066210      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066231      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066250      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066260      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066284      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066298      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066357      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066385      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5066400      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5076904      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5076934      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5077002      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5077026      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5077081      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5078300      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5078324      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5079802      CHARTER BANK FOR SAVINGS     CHARTER BANK FOR SAVINGS
5089861      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089875      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089906      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089915      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089930      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089936      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089937      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089943      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089945      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089955      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089963      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089967      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089973      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089974      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089975      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089979      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089988      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5089999      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5090006      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5090011      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5090079      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5090087      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.
5090102      SUNTRUST MORTGAGE, INC.      SUNTRUST MORTGAGE, INC.


COUNT:                71
WAC:         7.175727008
WAM:         349.5932945
WALTV:        75.5531926

<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 1999-23

            The  undersigned  Master Servicer  hereby  acknowledges  that it has
received from First Union  National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates,  Series 1999-23, 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, 1999 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.

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

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

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

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

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

(  )  _____________________________________________

(  )  _____________________________________________

(  )  _____________________________________________

(  )  _____________________________________________



The undersigned Master Servicer hereby acknowledges and agrees as follows:

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

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

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

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



<PAGE>



                                       NORWEST BANK MINNESOTA, NATIONAL
                                          ASSOCIATION



                                       By: _____________________________________

                                       Title: __________________________________

Date:____________________, 19____

<PAGE>





                                    EXHIBIT H

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

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

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

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

            3. That the Purchaser is not a  "disqualified  organization"  within
the meaning of Section  860E(e)(5),of  the  Internal  Revenue  Code of 1986,  as
amended  (the  "Code"),  or an  ERISA  Prohibited  Holder,  and  will  not  be a
"disqualified  organization"  or an  ERISA  Prohibited  Holder,  as of  [date of
transfer],  and that the  Purchaser is not acquiring  Norwest  Asset  Securities
Corporation  Mortgage  Pass-Through  Certificates,  Series  1999-23,  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.  The term "U.S.  Person" means a citizen or resident of the
United  States,  a  corporation  or  partnership  (unless,  in  the  case  of  a
partnership, Treasury regulations are adopted that provide otherwise) created or
organized in or under the laws of the United  States,  any state  thereof or the
District  of  Columbia,   including  an  entity  treated  as  a  corporation  or
partnership  for federal income tax purposes,  an estate whose income is subject
to United States federal  income tax  regardless of its source,  or a trust if a
court within the United States is able to exercise primary  supervision over the
administration  of such  trust,  and one or more  such  U.S.  Persons  have  the
authority to control all substantial  decisions of such trust (or, to the extent
provided in  applicable  Treasury  regulations,  certain  trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

            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 __.




Authorized Officer

_____________________________
NOTARY PUBLIC

COUNTY OF____________________

STATE OF_____________________

My commission expires the __ day of __________, 19__.

<PAGE>




                                    EXHIBIT I

              [Letter from Transferor of Class A-R Certificate]

                                     [Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re:   Norwest Asset Securities Corporation,
      Series 1999-23, Class A-R
      -------------------------------------

Ladies and Gentlemen:

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


                                       Very truly yours,


                                       _____________________________
                                          [Transferor]

<PAGE>





                                    EXHIBIT J

                      NORWEST ASSET SECURITIES CORPORATION

                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1999-23
                   CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES

                               TRANSFEREE'S LETTER


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

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

            The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-23, Class
[A-PO][B-4][B-5][B-6]    Certificates    (the    "Class    [A-PO][B-4][B-5][B-6]
Certificates")  in the  principal  amount  of  $___________.  In doing  so,  the
Purchaser  hereby  acknowledges and agrees as follows:

            Section 1.  Definitions.  Each  capitalized term used herein and not
otherwise  defined  herein shall have the meaning  ascribed to it in the Pooling
and  Servicing  Agreement,  dated as of  September  29, 1999 (the  "Pooling  and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,  Series
1999-23.

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

            (a) The Purchaser is duly  organized,  validly  existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6]  Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.

            (b) The  Purchaser  is  acquiring  the  Class  [A-PO][B-4][B-5][B-6]
Certificates  for its  own  account  as  principal  and  not  with a view to the
distribution thereof, in whole or in part.

            [(c) The Purchaser  has knowledge of financial and business  matters
and is capable of evaluating  the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6]  Certificates;  the Purchaser has sought such  accounting,
legal  and tax  advice  as it has  considered  necessary  to  make  an  informed
investment  decision;  and the Purchaser is able to bear the economic risk of an
investment  in the Class  [A-PO][B-4][B-5][B-6]  Certificates  and can  afford a
complete loss of such investment.]

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

            (d) The  Purchaser  confirms that (a) it has received and reviewed a
copy of the Private Placement  Memorandum dated ________,  ____, relating to the
Class  [A-PO][B-4][B-5][B-6]  Certificates and reviewed, to the extent it deemed
appropriate,  the  documents  attached  thereto  or  incorporated  by  reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6]  Certificates and all
matters  relating  thereto,  and obtain any  additional  information  (including
documents) relevant to its decision to purchase the Class  [A-PO][B-4][B-5][B-6]
Certificates  that the Seller  possesses  or can  possess  without  unreasonable
effort or expense and (c) it has undertaken its own independent  analysis of the
investment in the Class [A-PO][B-4][B-5][B-6]  Certificates.  The Purchaser will
not use or disclose any  information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6]  Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.

            (e) Either (i) the  Purchaser  is not an  employee  benefit  plan or
other  retirement  arrangement  subject  to Title I of the  Employee  Retirement
Income  Security  Act of 1974,  as amended,  ("ERISA"),  or Section  4975 of the
Internal Revenue Code of 1986, as amended (the "Code"),  or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal,  state or local law
("Similar  Law")  which is,  to a  material  extent,  similar  to the  foregoing
provisions  of ERISA or the Code  (collectively,  a "Plan"),  an agent acting on
behalf of a Plan, or a person  utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance  company general account" (as such term is defined in Section V(e) of
Prohibited  Transaction Class Exemption 95-60 ("PTE 95-60"),  60 Fed. Reg. 35925
(July 12,  1995),  (B) there is no Plan with respect to which the amount of such
general  account's  reserves and liabilities  for the contract(s)  held by or on
behalf of such Plan and all other  Plans  maintained  by the same  employer  (or
affiliate  thereof as  defined  in Section  V(a)(1) of PTE 95-60) or by the same
employee  organization  exceeds 10% of the total of all reserves and liabilities
of such general  account (as such amounts are  determined  under Section I(a) of
PTE 95-60) at the date of  acquisition  and (C) the purchase and holding of such
Class  [B-4][B-5][B-6]  Certificates  are  covered by  Sections I and III of PTE
95-60  or  (iii)  the  Purchaser  has  provided  (a) a  "Benefit  Plan  Opinion"
satisfactory  to the  Seller and the  Trustee  of the Trust  Estate and (b) such
other opinions of counsel,  officers'  certificates and agreements as the Seller
or the Master  Servicer may have required.  A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan  assets" and subject to the  prohibited
transaction  provisions  of ERISA,  the Code or Similar Law and will not subject
the Trustee,  the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed  pursuant to ERISA,  Section 4975 of
the Code or Similar Law).

            (f) If the  Purchaser  is a  depository  institution  subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of  Governors  of the  Federal  Reserve  System  ("FRB"),  the  Federal  Deposit
Insurance Corporation ("FDIC"),  the Office of Thrift Supervision ("OTS") or the
National Credit Union  Administration  ("NCUA"),  the Purchaser has reviewed the
"Supervisory  Policy Statement on Securities  Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim  Revision  thereto as adopted by the OCC, FRB,  FDIC, OTS and NCUA (with
modifications  as  applicable),  as  appropriate,  other  applicable  investment
authority,  rules, supervisory policies and guidelines of these agencies and, to
the extent  appropriate,  state banking  authorities  and has concluded that its
purchase  of  the  Class  [A-PO][B-4][B-5][B-6]  Certificates  is in  compliance
therewith.

            Section 3. Transfer of Class [A-PO][B-4][B-5][B-6] Certificates.

            (a) The Purchaser  understands that the Class  [A-PO][B-4][B-5][B-6]
Certificates  have not been  registered  under the  Securities  Act of 1933 (the
"Act") or any state  securities laws and that no transfer may be made unless the
Class  [A-PO][B-4][B-5][B-6]  Certificates  are  registered  under  the  Act and
applicable state law or unless an exemption from registration is available.  The
Purchaser further  understands that neither the Seller,  the Master Servicer nor
the Trustee is under any obligation to register the Class  [A-PO][B-4][B-5][B-6]
Certificates or make an exemption  available.  In the event that such a transfer
is to be made in reliance  upon an exemption  from the Act or  applicable  state
securities  laws, (i) the Trustee shall require,  in order to assure  compliance
with such laws, that the  Certificateholder's  prospective transferee certify to
the  Trustee  as to the  factual  basis for the  registration  or  qualification
exemption   relied  upon,  and  (ii)  unless  the  transferee  is  a  "Qualified
Institutional  Buyer" within the meaning of Rule 144A of the Act, the Trustee or
the Seller  may, if such  transfer is made within  three years from the later of
(a) the Closing  Date or (b) the last date on which the Seller or any  affiliate
thereof was a holder of the Certificates proposed to be transferred,  require an
Opinion of Counsel that such transfer may be made pursuant to an exemption  from
the Act and state  securities  laws,  which  Opinion of Counsel  shall not be an
expense  of  the  Trustee,   the  Master  Servicer  or  the  Seller.   Any  such
Certificateholder  desiring to effect such transfer shall, and does hereby agree
to,  indemnify  the  Trustee,  the Master  Servicer,  any Paying Agent acting on
behalf of the Trustee and the Seller  against any  liability  that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            (b) No transfer of a Class  [A-PO][B-4][B-5][B-6]  Certificate shall
be made  unless  the  transferee  provides  the Seller  and the  Trustee  with a
Transferee's Letter, substantially in the form of this Agreement.

            (c)   The     Purchaser     acknowledges     that    its     Class
[A-PO][B-4][B-5][B-6]  Certificates bear a legend setting forth the applicable
restrictions on transfer.



<PAGE>



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


                                       [Purchaser]



                                       By_______________________________________
                                       Its _____________________________________

<PAGE>





                                    EXHIBIT K

                      NORWEST ASSET SECURITIES CORPORATION

                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1999-23
                      CLASS [B-1] [B-2] [B-3] CERTIFICATES

                               TRANSFEREE'S LETTER


                                       ________________ __, ____


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


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

            The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1999-23, Class
[B-1] [B-2] [B-3]  Certificates (the "Class [B-1] [B-2] [B-3]  Certificates") in
the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:

            Section 1.  Definitions.  Each  capitalized term used herein and not
otherwise  defined  herein shall have the meaning  ascribed to it in the Pooling
and  Servicing  Agreement,  dated as of  September  29, 1999 (the  "Pooling  and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master  Servicer") and First Union National Bank, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,  Series
1999-23.

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

            Either (i) the  Purchaser  is not an employee  benefit plan or other
retirement  arrangement  subject to Title I of the  Employee  Retirement  Income
Security  Act of 1974,  as amended,  ("ERISA"),  or Section 4975 of the Internal
Revenue Code of 1986,  as amended  (the  "Code"),  or a  governmental  plan,  as
defined in Section  3(32) of ERISA  subject to any  federal,  state or local law
("Similar  Law")  which is,  to a  material  extent,  similar  to the  foregoing
provisions  of ERISA or the Code  (collectively,  a "Plan"),  an agent acting on
behalf  of a Plan,  or a person  utilizing  the  assets of a Plan or (ii) if the
Purchaser is an insurance company,  (A) the source of funds used to purchase the
Class [B-1] [B-2] [B-3]  Certificate is an "insurance  company general  account"
(as such  term is  defined  in  Section  V(e) of  Prohibited  Transaction  Class
Exemption 95-60 ("PTE 95-60"),  60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's  reserves and
liabilities for the contract(s)  held by or on behalf of such Plan and all other
Plans  maintained  by the same  employer  (or  affiliate  thereof  as defined in
Section V(a)(1) of PTE 95-60) or by the same employee  organization,  exceed 10%
of the total of all reserves and  liabilities  of such general  account (as such
amounts  are  determined  under  Section  I(a)  of PTE  95-60)  at the  date  of
acquisition  and (C) the  purchase  and  holding of such  Class  [B-1][B-2][B-3]
Certificates  are  covered  by  Sections  I and III of PTE  95-60 or  (iii)  the
Purchaser has provided (a) a "Benefit Plan Opinion"  satisfactory  to the Seller
and the  Trustee of the Trust  Estate and (b) such other  opinions  of  counsel,
officers'  certificates  and agreements as the Seller or the Master Servicer may
have  required.  A Benefit  Plan  Opinion is an opinion of counsel to the effect
that the proposed  transfer  will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited  transaction  provisions
of ERISA,  the Code or Similar Law and will not subject the Trustee,  the Seller
or the Master Servicer to any obligation in addition to those  undertaken in the
Pooling and Servicing Agreement  (including any liability for civil penalties or
excise  taxes  imposed  pursuant to ERISA,  Section  4975 of the Code or Similar
Law).

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


                                       [Purchaser]



                                       By_______________________________________
                                       Its______________________________________
                                       [Reserved]


<PAGE>




                                    EXHIBIT L

                              SERVICING AGREEMENTS

                  Norwest Mortgage, Inc. Servicing Agreement


                 SunTrust Mortgage, Inc. Servicing Agreement

               NOVUS Financial Corporation Servicing Agreement

                  Hibernia National Bank Servicing Agreement

                      HomeSide Lending Servicing Agreement

             Charter Bank of Savings, F.S.B. Servicing Agreement



<PAGE>





                                    EXHIBIT M

                      [FORM OF SPECIAL SERVICING AGREEMENT]

               SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT

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


                              PRELIMINARY STATEMENT

            ________________________________________ is the holder of the entire
interest  in  Norwest  Asset  Securities   Corporation   Mortgage   Pass-Through
Certificates, Series 1999-23, Class ____ (the "Class B Certificates"). The Class
B Certificates  were issued pursuant to a Pooling and Servicing  Agreement dated
as of September 29, 1999 among Norwest Asset Securities  Corporation,  as seller
(the "Seller"), Norwest Bank Minnesota, National Association, as Master Servicer
and First Union National Bank, as Trustee.


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

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

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


                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01      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
F-1 by  Fitch  IBCA,  Inc.  ("Fitch")  or (vi)  demand  and  time  deposits  in,
certificates  of deposit of, any depository  institution or trust company (which
may be an affiliate of the  Company)  incorporated  under the laws of the United
States  of  America  or  any  state  thereof  and  subject  to  supervision  and
examination by federal and/or state banking authorities,  so long as at the time
of such investment  either (x) the long-term debt obligations of such depository
institution  or trust  company have a rating of at least AA by Fitch or S&P, (y)
the  certificate of deposit or other unsecured  short-term  debt  obligations of
such  depository  institution  or trust company have a rating of at least F-1 by
Fitch or A-1 by S&P or (z) the  depository  institution  or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i),  (iv),  (v) and (vi),  the  maturity  thereof  shall be not later  than the
earlier to occur of (A) 30 days from the date of the related  investment and (B)
the next  succeeding  Distribution  Date as defined in the  related  Pooling and
Servicing Agreement.

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

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

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

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

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

            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 1999-23. 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, the
Seller, and each Servicer and each person who controls the Company,  the Seller,
or a Servicer and each of their respective officers,  directors,  affiliates and
agents acting at the  Company's,  the Seller's,  or a Servicer's  direction (the
"Indemnified   Parties")  against  any  and  all  losses,   claims,  damages  or
liabilities  to which  they may be  subject,  insofar  as such  losses,  claims,
damages or  liabilities  (or  actions in respect  thereof)  arise out of, or are
based upon, actions taken by, or actions not taken by, the Company,  the Seller,
or a Servicer,  or on their behalf,  in accordance  with the  provisions of this
Agreement and (i) which actions conflict with the Company's,  the Seller's, or a
Servicer's  obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates.  The Purchaser hereby
agrees to reimburse the  Indemnified  Parties for the reasonable  legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser  hereunder  shall  survive  the  termination  or  expiration  of  this
Agreement.



<PAGE>



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


                                       Norwest Bank Minnesota, National
                                          Association




                                       By:______________________________________
                                       Name:____________________________________
                                       Title: __________________________________





                                       By:______________________________________
                                       Name:____________________________________
                                       Title: __________________________________



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