CWMBS INC
8-K, 1997-02-14
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 (Date of earliest Event
                         Reported):  January 1, 1997


          CWMBS, INC. (as depositor under the Pooling and
          Servicing Agreement, dated as of January 1, 1997, 
          providing for the issuance of the CWMBS, INC., 
          Residential Asset Securitization Trust 1997-A1, 
          Mortgage Pass-Through Certificates, Series 1997-A).


                              CWMBS, INC.                    
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)


         Delaware                 333-08389           95-4449516   
- ----------------------------     ------------    ------------------
(State or Other Jurisdiction     (Commission      (I.R.S. Employer
     of Incorporation)           File Number)    Identification No.)




155 North Lake Avenue
Pasadena, California                                      91101  
- ---------------------                                  ----------
(Address of Principal                                  (Zip Code)
 Executive Offices)

  Registrant's telephone number, including area code (818) 304-5591
                                                     ----- --------
_____________________________________________________________________

Item 5.   Other Events.
- ----      ------------

     On January 1, 1997,  CWMBS, Inc. (the "Company") entered  into a Pooling
and  Servicing  Agreement dated  as  of  January 1,  1997  (the "Pooling  and
Servicing  Agreement"), by and  among the Company,  as depositor, Independent
National Mortgage Corporation ("INMC"), as seller and as master servicer, and
The Bank of  New York, as trustee (the "Trustee"), providing for the issuance
of  the  Company's  Mortgage Pass-Through  Certificates,  Series  1997-A (the
"Certificates").   The Pooling and  Servicing Agreement is annexed  hereto as
Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial


- ----     -----------------------------------------
         Information and Exhibits.
         ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1.     Pooling and Servicing  Agreement, dated as of January 1, 1997,
               by and among the Company, INMC and the Trustee.



                                  SIGNATURES


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

                           CWMBS, INC.



                           By:  /s/ David A. Spector    
                               -------------------------
                               David A. Spector
                               Vice President


Dated:  January 31, 1997



                                Exhibit Index
                               -------------

Exhibit                                                                  Page
- -------                                                                  ----

99.1.     Pooling and Servicing Agreement, 
          dated as of January 1, 1997, by
          and among, the Company, INMC 
          and the Trustee                                                  5 




                                 EXHIBIT 99.1
                                ------------




                                                                    EXECUTION














                                 CWMBS, INC.,

                                  Depositor

                  INDEPENDENT NATIONAL MORTGAGE CORPORATION

                          Seller and Master Servicer

                                     and

                            THE BANK OF NEW YORK,

                                   Trustee

                    ______________________________________


                       POOLING AND SERVICING AGREEMENT

                         Dated as of January 1, 1997

                    ______________________________________

                              RESIDENTIAL ASSET
                         SECURITIZATION TRUST 1997-A1

              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-A




                              TABLE OF CONTENTS
                             -----------------

                                                                         Page
                                                                       ----

                                  ARTICLE I

                                 DEFINITIONS

Accretion Directed Certificates . . . . . . . . . . . . . . . . . . . . . I-1
Accrual Amount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Accrual Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Accrual Termination Date  . . . . . . . . . . . . . . . . . . . . . . . . I-1
Adjusted Mortgage Rate  . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Adjusted Net Mortgage Rate  . . . . . . . . . . . . . . . . . . . . . . . I-1
Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Allocable Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
Amount Available for Senior Principal . . . . . . . . . . . . . . . . . . I-2
Amount Held for Future Distribution . . . . . . . . . . . . . . . . . . . I-2
Applicable Credit Support Percentage  . . . . . . . . . . . . . . . . . . I-2
Appraised Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3


Bankruptcy Coverage Termination Date  . . . . . . . . . . . . . . . . . . I-3
Bankruptcy Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Bankruptcy Loss Coverage Amount . . . . . . . . . . . . . . . . . . . . . I-3
Blanket Mortgage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Business Day  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
Certificate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
Certificate Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
Certificate Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
Certificate Register  . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
Certificateholder or Holder . . . . . . . . . . . . . . . . . . . . . . . I-4
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Class Certificate Balance . . . . . . . . . . . . . . . . . . . . . . . . I-6
Class Interest Shortfall  . . . . . . . . . . . . . . . . . . . . . . . . I-6
Class Optimal Interest Distribution Amount  . . . . . . . . . . . . . . . I-6
Class PO Deferred Amount  . . . . . . . . . . . . . . . . . . . . . . . . I-7
Class Subordination Percentage  . . . . . . . . . . . . . . . . . . . . . I-7
Class Unpaid Interest Amounts . . . . . . . . . . . . . . . . . . . . . . I-7
Closing Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Code  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
COFI  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
COFI Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Collection Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Component . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Component Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Component Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Cooperative Corporation . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Coop Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Cooperative Loan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Cooperative Property  . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Cooperative Unit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Corporate Trust Office  . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Corresponding Classes of Certificates . . . . . . . . . . . . . . . . . . I-8
Cut-off Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Cut-off Date Pool Principal Balance . . . . . . . . . . . . . . . . . . . I-8
Cut-off Date Principal Balance  . . . . . . . . . . . . . . . . . . . . . I-8
Debt Service Reduction  . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Debt Service Reduction Mortgage Loan  . . . . . . . . . . . . . . . . . . I-8
Defective Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Deficient Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Delay Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Deleted Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Denomination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Depository  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Depository Participant  . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Determination Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Discount Mortgage Loan  . . . . . . . . . . . . . . . . . . . . . . . .  I-10
Distribution Account  . . . . . . . . . . . . . . . . . . . . . . . . .  I-10
Distribution Account Deposit Date . . . . . . . . . . . . . . . . . . .  I-10
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-10
Due Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-10
Duff & Phelps . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-10
Eligible Account  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-10
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
ERISA-Restricted Certificate  . . . . . . . . . . . . . . . . . . . . .  I-11
Escrow Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
Excess Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
Excess Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
Expense Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
Expense Rate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
FDIC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
FHLMC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-11
FIRREA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-12
Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-12
FNMA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-12
Fraud Loan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-12
Fraud Losses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-12
Fraud Loss Coverage Amount  . . . . . . . . . . . . . . . . . . . . . .  I-12
Fraud Loss Coverage Termination Date  . . . . . . . . . . . . . . . . .  I-13
Indirect Participant  . . . . . . . . . . . . . . . . . . . . . . . . .  I-13
Initial Bankruptcy Loss Coverage Amount . . . . . . . . . . . . . . . .  I-13
Initial Component Balance . . . . . . . . . . . . . . . . . . . . . . .  I-13
Initial LIBOR Rate  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-13
Insurance Policy  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-13
Insurance Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-14
Insured Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-14
Insurer Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Interest Accrual Period . . . . . . . . . . . . . . . . . . . . . . . .  I-14
Interest Determination Date . . . . . . . . . . . . . . . . . . . . . .  I-14
Last Scheduled Distribution Date  . . . . . . . . . . . . . . . . . . .  I-14
Latest Possible Maturity Date . . . . . . . . . . . . . . . . . . . . .  I-14
LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-14
LIBOR Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-14
Liquidated Mortgage Loan  . . . . . . . . . . . . . . . . . . . . . . .  I-14
Liquidation Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Loan-to-Value Ratio . . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Majority in Interest  . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Master REMIC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Master Servicer Advance Date  . . . . . . . . . . . . . . . . . . . . .  I-15
Master Servicing Fee  . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Master Servicing Fee Rate . . . . . . . . . . . . . . . . . . . . . . .  I-15
Monthly Statement . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-15
Moody's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-16
Mortgage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-16
Mortgage File . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-16
Mortgage Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-16
Mortgage Loan Schedule  . . . . . . . . . . . . . . . . . . . . . . . .  I-16
Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-17
Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-17
Mortgaged Property  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-17
Mortgagor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-17
MR Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-17
Net Prepayment Interest Shortfalls  . . . . . . . . . . . . . . . . . .  I-17
Non-Delay Certificates  . . . . . . . . . . . . . . . . . . . . . . . .  I-17
Non-Discount Mortgage Loan  . . . . . . . . . . . . . . . . . . . . . .  I-21
Non-PO Formula Principal Amount . . . . . . . . . . . . . . . . . . . .  I-21
Non-PO Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-22
Nonrecoverable Advance  . . . . . . . . . . . . . . . . . . . . . . . .  I-18
Notice of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-18
Notice of Final Distribution  . . . . . . . . . . . . . . . . . . . . .  I-18
Notional Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-18
Notional Amount Certificates  . . . . . . . . . . . . . . . . . . . . .  I-19
Offered Certificates  . . . . . . . . . . . . . . . . . . . . . . . . .  I-19
Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . .  I-19
Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-19
Optional Termination  . . . . . . . . . . . . . . . . . . . . . . . . .  I-19
Original Applicable Credit Support Percentage . . . . . . . . . . . . .  I-19
Original Mortgage Loan  . . . . . . . . . . . . . . . . . . . . . . . .  I-19
Original Subordinated Principal Balance . . . . . . . . . . . . . . . .  I-19
OTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-19
Outside Reference Date  . . . . . . . . . . . . . . . . . . . . . . . .  I-20
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-20
Outstanding Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . .  I-20
Ownership Interest  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-20
Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-20
Percentage Interest . . . . . . . . . . . . . . . . . . . . . . . . . .  I-20
Permitted Investments . . . . . . . . . . . . . . . . . . . . . . . . .  I-20
Permitted Transferee  . . . . . . . . . . . . . . . . . . . . . . . . .  I-22
Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-23
Physical Certificates . . . . . . . . . . . . . . . . . . . . . . . . .  I-23
Planned Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-23
Planned Principal Classes . . . . . . . . . . . . . . . . . . . . . . .  I-23
PO Formula Principal Amount . . . . . . . . . . . . . . . . . . . . . .  I-27
PO Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
Pool Stated Principal Balance . . . . . . . . . . . . . . . . . . . . .  I-24
Prepayment Interest Shortfall . . . . . . . . . . . . . . . . . . . . .  I-24
Prepayment Period . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-24
Primary Insurance Policy  . . . . . . . . . . . . . . . . . . . . . . .  I-24
Principal Only Certificates . . . . . . . . . . . . . . . . . . . . . .  I-24
Principal Prepayment  . . . . . . . . . . . . . . . . . . . . . . . . .  I-24
Principal Prepayment in Full  . . . . . . . . . . . . . . . . . . . . .  I-24
Private Certificates  . . . . . . . . . . . . . . . . . . . . . . . . .  I-24
Pro Rata Share  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-24
Proprietary Lease . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-24
Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . .  I-25
PUD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-25
Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-25
Qualified Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-25
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-25
Realized Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-25
Recognition Agreement . . . . . . . . . . . . . . . . . . . . . . . . .  I-26
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-26
Reference Bank  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-26
Refinancing Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . .  I-26
Regular Certificates  . . . . . . . . . . . . . . . . . . . . . . . . .  I-26
Relief Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-26
Relief Act Reductions . . . . . . . . . . . . . . . . . . . . . . . . .  I-26
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-26
REMIC Change of Law . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
REMIC Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
REO Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
Request for Release . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
Required Coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
Required Insurance Policy . . . . . . . . . . . . . . . . . . . . . . .  I-27
Residual Certificates . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
Restricted Classes  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-27
SAIF  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Scheduled Balances  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Scheduled Classes . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Scheduled Payment . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Securities Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Security Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Seller  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Seller/Servicer Guide . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Senior Certificates . . . . . . . . . . . . . . . . . . . . . . . . . .  I-28
Senior Credit Support Depletion Date  . . . . . . . . . . . . . . . . .  I-28
Senior Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-29
Senior Prepayment Percentage  . . . . . . . . . . . . . . . . . . . . .  I-29
Senior Principal Distribution Amount  . . . . . . . . . . . . . . . . .  I-29
Servicer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Servicer Advance  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Servicing Account . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Servicing Advances  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Servicing Fee Rate  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Servicing Officer . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-30
Special Hazard Coverage Termination Date  . . . . . . . . . . . . . . .  I-31
Special Hazard Loss . . . . . . . . . . . . . . . . . . . . . . . . . .  I-31
Special Hazard Loss Coverage Amount . . . . . . . . . . . . . . . . . .  I-32
Special Hazard Mortgage Loan  . . . . . . . . . . . . . . . . . . . . .  I-32
SR Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-32
Startup Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-32
Stated Principal Balance  . . . . . . . . . . . . . . . . . . . . . . .  I-32
Subordinated Certificates . . . . . . . . . . . . . . . . . . . . . . .  I-32
Subordinated Percentage . . . . . . . . . . . . . . . . . . . . . . . .  I-32
Subordinated Prepayment Percentage  . . . . . . . . . . . . . . . . . .  I-32
Subordinated Principal Distribution Amount  . . . . . . . . . . . . . .  I-32
Subservicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-33
Subsidiary REMIC  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-33
Subsidiary REMIC Interest . . . . . . . . . . . . . . . . . . . . . . .  I-33
Subsidiary REMIC Regular Interest . . . . . . . . . . . . . . . . . . .  I-33
Substitute Mortgage Loan  . . . . . . . . . . . . . . . . . . . . . . .  I-33
Substitution Adjustment Amount  . . . . . . . . . . . . . . . . . . . .  I-33
Targeted Balance  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-33
Targeted Principal Classes  . . . . . . . . . . . . . . . . . . . . . .  I-34
Tax Matters Person  . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Tax Matters Person Certificate  . . . . . . . . . . . . . . . . . . . .  I-34
Transfer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Trigger Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Trust Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Trustee Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Trustee Fee Rate  . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34
Withdrawal Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .  I-34


                                  ARTICLE II

                        CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

SECTION 2.01.  Conveyance of Mortgage Loans . . . . . . . . . . . . . .  II-1
SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans  . . . .  II-4
SECTION 2.03.  Representations, Warranties and  Covenants of the  Seller
               and the Master Servicer. . . . . . . . . . . . . . . . .  II-6
SECTION 2.04.  Representations and Warranties of the Depositor as to the
               Mortgage Loans . . . . . . . . . . . . . . . . . . . . .  II-9
SECTION 2.05.  Delivery  of  Opinion  of  Counsel   in  Connection  with
               Substitutions and Repurchases. . . . . . . . . . . . . .  II-9
SECTION 2.06.  Execution and Delivery of Certificates . . . . . . . . . II-10
SECTION 2.07.  REMIC Matters  . . . . . . . . . . . . . . . . . . . . . II-10
SECTION 2.08.  Covenants of the Master Servicer . . . . . . . . . . . . II-10


                                 ARTICLE III

                         ADMINISTRATION AND SERVICING
                              OF MORTGAGE LOANS

SECTION 3.01.  Master Servicer to Service Mortgage Loans  . . . . . . . III-1
SECTION 3.02.  Subservicing;   Enforcement   of   the   Obligations   of
               Servicers  . . . . . . . . . . . . . . . . . . . . . . . III-2
SECTION 3.03.  Successor Servicers  . . . . . . . . . . . . . . . . . . III-3
SECTION 3.04.  Liability of the Master Servicer . . . . . . . . . . . . III-3
SECTION 3.05.  No  Contractual  Relationship Between  Servicers  and the
               Trustee  . . . . . . . . . . . . . . . . . . . . . . . . III-4


SECTION 3.06.  Rights of the Depositor and the Trustee in Respect of the
               Master Servicer  . . . . . . . . . . . . . . . . . . . . III-4
SECTION 3.07.  Trustee to Act as Master Servicer  . . . . . . . . . . . III-4
SECTION 3.08.  Collection of Mortgage Loan Payments; Servicing Accounts;
               Collection  Account;  Certificate  Account;  Distribution
               Account  . . . . . . . . . . . . . . . . . . . . . . . . III-5
SECTION 3.09.  Collection  of  Taxes,  Assessments  and  Similar  Items;
               Escrow Accounts  . . . . . . . . . . . . . . . . . . .  III-10
SECTION 3.10.  Access to Certain Documentation and Information Regarding
               the Mortgage Loans . . . . . . . . . . . . . . . . . .  III-10
SECTION 3.11.  Permitted Withdrawals  from the  Certificate Account  and
               the Distribution Account . . . . . . . . . . . . . . .  III-11
SECTION 3.12.  Maintenance of  Hazard Insurance; Maintenance  of Primary
               Insurance Policies . . . . . . . . . . . . . . . . . .  III-13
SECTION 3.13.  Enforcement    of    Due-On-Sale    Clauses;   Assumption
               Agreements . . . . . . . . . . . . . . . . . . . . . .  III-15
SECTION 3.14.  Realization Upon Defaulted  Mortgage Loans; Repurchase of
               Certain Mortgage Loans . . . . . . . . . . . . . . . .  III-17
SECTION 3.15.  Trustee to Cooperate; Release of Mortgage Files  . . .  III-20
SECTION 3.16.  Documents,  Records and Funds in Possession of the Master
               Servicer to be Held for the Trustee  . . . . . . . . .  III-21
SECTION 3.17.  Servicing Compensation . . . . . . . . . . . . . . . .  III-22
SECTION 3.18.  Access to Certain Documentation  . . . . . . . . . . .  III-23
SECTION 3.19.  Annual Statement as to Compliance  . . . . . . . . . .  III-23
SECTION 3.20.  Annual   Independent   Public    Accountants'   Servicing
               Statement; Financial Statements  . . . . . . . . . . .  III-23
SECTION 3.21.  Errors and Omissions Insurance; Fidelity Bonds . . . .  III-24


                                  ARTICLE IV

                              DISTRIBUTIONS AND
                       ADVANCES BY THE MASTER SERVICER

SECTION 4.01.  Advances . . . . . . . . . . . . . . . . . . . . . . . .  IV-1
SECTION 4.02.  Priorities of Distribution . . . . . . . . . . . . . . .  IV-1
SECTION 4.03.  (Reserved) . . . . . . . . . . . . . . . . . . . . . . .  IV-6
SECTION 4.04.  (Reserved) . . . . . . . . . . . . . . . . . . . . . . . IV-11
SECTION 4.05.  Allocation of Realized Losses  . . . . . . . . . . . . . IV-15
SECTION 4.06.  Monthly Statements to Certificateholders . . . . . . . . IV-17
SECTION 4.07.  Determination    of   Pass-Through    Rates   for    COFI
               Certificates . . . . . . . . . . . . . . . . . . . . . . IV-19
SECTION 4.08.  Determination   of    Pass-Through   Rates    for   LIBOR
               Certificates . . . . . . . . . . . . . . . . . . . . . . IV-21


                                  ARTICLE V

                               THE CERTIFICATES

SECTION 5.01.  The Certificates . . . . . . . . . . . . . . . . . . . . . V-1
SECTION 5.02.  Certificate  Register;   Registration  of   Transfer  and
               Exchange of Certificates . . . . . . . . . . . . . . . . . V-2
SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates  . . . . V-7
SECTION 5.04.  Persons Deemed Owners  . . . . . . . . . . . . . . . . . . V-8
SECTION 5.05.  Access   to   List  of   Certificateholders'   Names  and
               Addresses  . . . . . . . . . . . . . . . . . . . . . . . . V-8
SECTION 5.06.  Maintenance of Office or Agency  . . . . . . . . . . . . . V-8


                                  ARTICLE VI

                    THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01.  Respective  Liabilities of the  Depositor and  the Master
               Servicer . . . . . . . . . . . . . . . . . . . . . . . .  VI-1
SECTION 6.02.  Merger  or Consolidation of  the Depositor or  the Master
               Servicer . . . . . . . . . . . . . . . . . . . . . . . .  VI-1
SECTION 6.03.  Limitation on Liability of the Depositor, the Seller, the
               Master Servicer and Others . . . . . . . . . . . . . . .  VI-1
SECTION 6.04.  Limitation on Resignation of the Master Servicer . . . .  VI-2


                                 ARTICLE VII

                                   DEFAULT

SECTION 7.01.  Events of Default  . . . . . . . . . . . . . . . . . . . VII-1
SECTION 7.02.  Trustee to Act; Appointment of Successor . . . . . . . . VII-3
SECTION 7.03.  Notification to Certificateholders . . . . . . . . . . . VII-4


                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

SECTION 8.01.  Duties of the Trustee  . . . . . . . . . . . . . . . .  VIII-1
SECTION 8.02.  Certain Matters Affecting the Trustee  . . . . . . . .  VIII-2
SECTION 8.03.  Trustee Not Liable for Certificates or Mortgage Loans   VIII-3
SECTION 8.04.  Trustee May Own Certificates . . . . . . . . . . . . .  VIII-3
SECTION 8.05.  Trustee's Fees and Expenses  . . . . . . . . . . . . .  VIII-4
SECTION 8.06.  Eligibility Requirements for the Trustee . . . . . . .  VIII-4
SECTION 8.07.  Resignation and Removal of the Trustee . . . . . . . .  VIII-5
SECTION 8.08.  Successor Trustee  . . . . . . . . . . . . . . . . . .  VIII-6
SECTION 8.09.  Merger or Consolidation of the Trustee . . . . . . . .  VIII-6
SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee  . . . .  VIII-7
SECTION 8.11.  Tax Matters  . . . . . . . . . . . . . . . . . . . . .  VIII-8
SECTION 8.12.  Periodic Filings.  . . . . . . . . . . . . . . . . . . VIII-11


                                  ARTICLE IX

                                 TERMINATION

SECTION 9.01.  Termination upon Liquidation or Purchase of  all Mortgage
               Loans  . . . . . . . . . . . . . . . . . . . . . . . . .  IX-1
SECTION 9.02.  Final Distribution on the Certificates . . . . . . . . .  IX-1
SECTION 9.03.  Additional Termination Requirements  . . . . . . . . . .  IX-3


                                  ARTICLE X

                           MISCELLANEOUS PROVISIONS

SECTION 10.01. Amendment  . . . . . . . . . . . . . . . . . . . . . . . . X-1
SECTION 10.02. Recordation of Agreement; Counterparts . . . . . . . . . . X-2
SECTION 10.03. Governing Law  . . . . . . . . . . . . . . . . . . . . . . X-3
SECTION 10.04. Intention of Parties . . . . . . . . . . . . . . . . . . . X-3
SECTION 10.05. Notices  . . . . . . . . . . . . . . . . . . . . . . . . . X-4
SECTION 10.06. Severability of Provisions . . . . . . . . . . . . . . . . X-5
SECTION 10.07. Assignment . . . . . . . . . . . . . . . . . . . . . . . . X-5
SECTION 10.08. Limitation on Rights of Certificateholders . . . . . . . . X-5
SECTION 10.09. Inspection and Audit Rights  . . . . . . . . . . . . . . . X-6
SECTION 10.10. Certificates Nonassessable and Fully Paid  . . . . . . . . X-6


                                  SCHEDULES
                                 ---------

Schedule I:    Mortgage Loan Schedule . . . . . . . . . . . . . . . .   S-I-1
Schedule II:   Representations and Warranties of the
          Seller/Master Servicer  . . . . . . . . . . . . . . . . . .  S-II-1
Schedule III:  Representations and Warranties as to
          the Mortgage Loans  . . . . . . . . . . . . . . . . . . . . S-III-1


                                   EXHIBITS
                                  --------

Exhibit A:     Form of Senior Certificate . . . . . . . . . . . . . . . . A-1
Exhibit B:     Form of Subordinated Certificate . . . . . . . . . . . . . B-1
Exhibit C:     Form of Residual Certificate . . . . . . . . . . . . . . . C-1
Exhibit D:     Form of Notional Amount Certificate  . . . . . . . . . . . D-1
Exhibit E:     Form of Reverse of Certificates  . . . . . . . . . . . . . E-1
Exhibit F:     (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit G:     Form of Initial Certification of Trustee . . . . . . . . . G-1
Exhibit H:     Form of Final Certification of Trustee . . . . . . . . . . H-1
Exhibit I:     Form of Transfer Affidavit . . . . . . . . . . . . . . . . I-1
Exhibit J:     Form of Transferor Certificate . . . . . . . . . . . . . . J-1
Exhibit K:     Form of Investment Letter (Non-Rule 144A)  . . . . . . . . K-1
Exhibit L:     Form of Rule 144A Letter . . . . . . . . . . . . . . . . . L-1
Exhibit M:     Form of Request for Release (for Trustee)  . . . . . . . . M-1
Exhibit N:     Form of Request for Release (Mortgage Loan
     Paid in Full, Repurchased and Released)  . . . . . . . . . . . . . . N-1
Exhibit O:     (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . O-1




          THIS POOLING AND SERVICING AGREEMENT,  dated as of January 1, 1997,
among  CWMBS, INC., a  Delaware corporation, as  depositor (the "Depositor"),
INDEPENDENT   NATIONAL   MORTGAGE  CORPORATION   ("Indy  Mac"),   a  Delaware
corporation,  as  seller (in  such  capacity,  the  "Seller") and  as  master
servicer (in such capacity, the "Master Servicer"), and THE BANK OF NEW YORK,
a banking corporation organized  under the laws of the State  of New York, as
trustee (the "Trustee"),

                               WITNESSETH THAT

          In consideration  of the  mutual agreements  herein contained,  the
parties hereto agree as follows:

                            PRELIMINARY STATEMENT

          The Depositor  is  the owner  of  the  Trust Fund  that  is  hereby
conveyed to the Trustee in return for  the Certificates.  The Trust Fund  for
federal income tax purposes will consist of a single REMIC.  The Certificates
will represent  the entire beneficial  ownership interest in the  Trust Fund.
The Regular Certificates will represent  the "regular interests" in the Trust
Fund  and the  Residual  Certificates  will  represent the  single  "residual
interest" in the Trust Fund.  The "latest possible maturity date" for federal
income tax  purposes  of all  interests  created hereby  will  be the  Latest
Possible Maturity Date.

          The following table sets forth characteristics of the Certificates,
together  with the  minimum denominations  and integral  multiples  in excess
thereof in which such Classes shall be issuable (except that  one Certificate
of each  Class of Certificates  may be issued  in a different  amount and, in
addition,  one Residual  Certificate  representing  the  Tax  Matters  Person
Certificate may be issued in a different amount):

<TABLE>
<CAPTION>                                                                          Integral Multiples
                      Class Certificate                              Minimum           in Excess
                           Balance          Pass-Through Rate     Denomination         of Minimum
<S>                     <C>                       <C>                  <C>                <C>          
 Class A-1                $76,220,000.00            7.000%           $ 25,000               $1,000  
 Class A-2                $10,286,000.00            7.375%           $ 25,000               $1,000  
 Class A-3                $ 5,502,000.00            7.375%           $ 25,000               $1,000  
 Class A-4                $20,540,000.00            7.375%           $ 25,000               $1,000  
 Class A-5                $ 3,215,000.00            7.375%           $ 25,000               $1,000  
 Class A-6                $45,732,000.00            8.000%           $ 25,000               $1,000  
 Class A-7                $20,571,000.00            7.375%           $ 25,000               $1,000  
 Class A-8                $ 5,142,000.00            7.375%           $ 25,000               $1,000  
 Class PO                 $   154,914.__             (1)             $ 25,000               $1,000  
 Class X                         (2)                 (3)             $ 25,000(4)            $1,000(4)
 Class A-R                $       100.00            7.375%           $    100                 N/A
 Class B-1                $ 9,368,000.00            7.375%           $ 25,000               $1,000  
 Class B-2                $ 2,749,000.00            7.375%           $ 25,000               $1,000  
 Class B-3                $ 1,731,000.00            7.375%           $ 25,000               $1,000  
 Class B-4                $ 1,018,000.00            7.375%           $100,000               $1,000  
 Class B-5                $   510,000.00            7.375%           $100,000               $1,000  
 Class B-6                $   916,489.__            7.375%           $100,000               $1,000  

</TABLE>
                            
- ----------------------------

(1)  The Class PO  Certificates will be Principal Only  Certificates and will
     not bear interest.
(2)  The Class X Certificates will be Notional Amount Certificates, will have
     no principal  balance and  will bear interest  on their  Notional Amount
     (initially $194,173,397.__).
(3)  The Pass-Through Rate for the  Class X Certificates for any Distribution
     Date  will be  equal to the  excess of  (a) the weighted  average of the
     Adjusted Net Mortgage Rates of  the Non-Discount Mortgage Loans over (b)
     7.375% per annum.   The Pass-Through Rate  for the Class  X Certificates
     for the first Distribution Date is 0.9195% per annum.
(4)  The minimum denomination is based on the Notional Amount.


          Set forth below are designations  of Classes of Certificates to the
categories used herein:

Accretion Directed
  Certificates           None.

Accrual Certificates          None.

Book-Entry Certificates       All Classes  of  Certificates  other  than  the
                              Physical Certificates.

COFI Certificates        None.

Component Certificates        None.

Components          For purposes  of calculating distributions  of principal,
                    the  Component Certificates, if any, will be comprised of
                    multiple  payment  components  having  the  designations,
                    Initial  Component Balances  and  Pass-Through Rates  set
                    forth below:

      Initial
      Component
     Designation    Balance   Pass-Through Rate
     -----------    -------   -----------------

        N/A           N/A             N/A


Delay Certificates       All interest-bearing  Classes of  Certificates other
                         than the Non-Delay Certificates, if any.

ERISA-Restricted
  Certificates      Class A-8,  Class PO Certificates,  Class X Certificates,
                    Residual Certificates and Subordinated Certificates.

Floating Rate Certificates         None.

Inverse Floating Rate
  Certificates      None.

LIBOR Certificates       None.

Non-Delay Certificates        None.

Notional Amount Certificates       Class X Certificates.

Offered Certificates          All  Classes  of  Certificates other  than  the
                              Private Certificates.

Physical Certificates         Class A-R and Private Certificates.

Planned Principal Classes          None.

Primary Planned Principal
  Classes      None.

Principal Only Certificates        Class PO Certificates.

Private Certificates          Class  B-4,  Class B-5  and Class  B-6 Certifi-
                              cates.

Rating Agencies          S&P and Duff & Phelps.

Regular Certificates          All Classes  of  Certificates  other  than  the
                              Class A-R Certificates.

Residual Certificates         Class A-R Certificates.

Scheduled Principal Classes        None.

Secondary Planned
  Principal Classes      None.

Senior Certificates      Class A-1, Class A-2, Class A-3, Class A-4, Class A-
                         5, Class A-6,  Class A-7, Class A-8, Class PO, Class
                         X and Class A-R Certificates.

Subordinated Certificates          Class B-1, Class B-2,  Class B-3, Class B-
                                   4, Class B-5 and Class B-6 Certificates.

Super Senior Certificates          Class A-4 and Class A-5 Certificates.

Senior Support Certificates        Class A-8 Certificates.

Targeted Principal Classes         None.

          With  respect to any of the foregoing  designations as to which the
corresponding reference  is "None," all  defined terms and  provisions herein
relating solely  to such designations shall be of no force or effect, and any
calculations  herein incorporating references  to such designations  shall be
interpreted  without reference  to  such designations  and amounts.   Defined
terms  and  provisions  herein relating  to statistical  rating  agencies not
designated above as Rating Agencies shall be of no force or effect.


                                  ARTICLE I

                                 DEFINITIONS

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

          Accretion Directed Certificates:  As specified in the Preliminary
          -------------------------------
Statement.

          Accrual Amount:  With respect to any Class of Accrual Certificates
          --------------
and any Distribution Date  prior to the Accrual Termination  Date, the amount
allocable to interest on each such Class of Accrual Certificates with respect
to such Distribution Date pursuant to Section 4.02(a)(iii).

          Accrual Certificates:  As specified in the Preliminary Statement.
          --------------------

          Accrual Termination Date:  Not applicable.
          ------------------------

          Adjusted Mortgage Rate:  As to each Mortgage Loan and at any time,
          ----------------------
the per annum  rate equal to  the Mortgage  Rate less the  sum of the  Master
Servicing Fee Rate and the related Servicing Fee Rate.

          Adjusted Net Mortgage Rate:  As to each Mortgage Loan, and at any
          --------------------------
time, the per annum rate equal to  the Mortgage Rate less the related Expense
Rate.  For purposes of determining whether any Substitute Mortgage Loan  is a
Discount Mortgage  Loan or a Non-Discount  Mortgage Loan and for  purposes of
calculating the applicable PO Percentage and applicable Non-PO Percentage and
the Master Servicing  Fee, each Substitute  Mortgage Loan shall be  deemed to
have an Adjusted Net Mortgage Rate equal to the Adjusted Net Mortgage Rate of
the Deleted Mortgage Loan for which it is substituted.

          Advance:  The payment required to be made by the Master Servicer
          -------
with respect to any Distribution Date pursuant to Section 4.01, the amount of
any such payment  being equal to the  aggregate of payments of  principal and
interest (net of the  Master Servicing Fee and  the applicable Servicing  Fee
and net of  any net income in the  case of any REO Property)  on the Mortgage
Loans that were due on the related Due Date and not received  as of the close
of business on the related Determination Date, less the aggregate amount of
                                               ----
any such  delinquent payments that  the Master Servicer has  determined would
constitute a Nonrecoverable Advance if advanced.

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

          Allocable Share:  As to any Distribution Date and any Mortgage Loan
          ---------------
(i)  with respect to  the Class X  Certificates, (a)  the ratio that  (x) the
excess,  if  any, of  the Adjusted  Net  Mortgage Rate  with respect  to such
Mortgage  Loan  over the  Required  Coupon  bears to  (y)  such  Adjusted Net
Mortgage Rate or (b)  if the Adjusted Net Mortgage Rate  with respect to such
Mortgage Loan does not exceed the Required Coupon, zero, (ii) with respect to
the Class PO Certificates, zero and (iii) with respect to each other Class of
Certificates, the  product  of (a)  the  lesser of  (I)  the ratio  that  the
Required  Coupon bears  to  such Adjusted  Net Mortgage  Rate  and (II)  one,
multiplied by (b) the ratio that  the amount calculated with respect to  such
Distribution Date for such Class pursuant to clause (i) of the  definition of
Class  Optimal Interest  Distribution Amount  (without giving  effect  to any
reduction of  such amount  pursuant to Section  4.02(d)) bears to  the amount
calculated  with  respect  to  such  Distribution  Date  for  each  Class  of
Certificates  pursuant to  clause  (i)  of the  definition  of Class  Optimal
Interest Distribution Amount (without giving  effect to any reduction of such
amount pursuant to Section 4.02(d)).

          Amount Available for Senior Principal:  As to any Distribution
          -------------------------------------
Date, Available  Funds for  such Distribution Date  reduced by  the aggregate
amount distributable (or  allocable to the Accrual Amount,  if applicable) on
such  Distribution Date  in respect  of interest  on the  Senior Certificates
pursuant to Section 4.02(a)(ii).

          Amount Held for Future Distribution:  As to any Distribution Date,
          -----------------------------------
the aggregate amount held in the Certificate Account at the close of business
on the related Determination Date on account of (i) Principal Prepayments and
Liquidation Proceeds received in the month of such Distribution Date and (ii)
all Scheduled Payments due after the related Due Date.

          Applicable Credit Support Percentage:  As defined in Section
          ------------------------------------
4.02(e).

          Appraised Value:  With respect to any Mortgage Loan, the Appraised
          ---------------
Value of  the related Mortgaged  Property shall  be:  (i)  with respect  to a
Mortgage Loan other than a Refinancing  Mortgage Loan, the lesser of (a)  the
value of the Mortgaged Property based upon the appraisal made at the  time of
the  origination  of  such Mortgage  Loan  and  (b) the  sales  price  of the
Mortgaged Property at the time of the origination of such Mortgage Loan; (ii)
with respect  to a  Refinancing  Mortgage Loan,  the value  of the  Mortgaged
Property based upon the appraisal made at the time of the origination of such
Refinancing Mortgage Loan.

          Available Funds:  As to any Distribution Date, the sum of (a) the
          ----------------
aggregate amount held in the Certificate Account at the close of  business on
the related Determination Date net of the Amount Held for Future Distribution
and net of amounts permitted to be withdrawn from the Certificate  Account
pursuant to clauses (i) - (viii), inclusive, of Section 3.11(a) and amounts
permitted to be withdrawn  from the Distribution Account pursuant  to
clauses (i) - (iii),  inclusive, of Section 3.11(b),  (b) the  amount of 
the  related Advance,  (c)  in connection  with Defective Mortgage Loans, as
applicable, the aggregate of the Purchase Prices and Substitution 
Adjustment Amounts  deposited on  the related  Distribution Account Deposit
Date and (d) any amount deposited on the related Distribution Account
Deposit Date pursuant to Section 3.12.

          Bankruptcy Code:  The United States Bankruptcy Reform Act of 1978,
          ---------------
as amended.

          Bankruptcy Coverage Termination Date:  The point in time at which
          ------------------------------------
the Bankruptcy Loss Coverage Amount is reduced to zero.

          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  Master
Servicer  has notified the  Trustee in  writing that  the Master  Servicer is
diligently  pursuing any  remedies  that  may exist  in  connection with  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 related escrow
payments in respect  of such Mortgage  Loan are being  advanced on a  current
basis by  the Master Servicer,  in either case  without giving effect  to any
Debt Service Reduction or Deficient Valuation.

          Bankruptcy Loss Coverage Amount:  As of any Determination Date, the
          -------------------------------
Bankruptcy  Loss Coverage Amount shall  equal the Initial Bankruptcy Coverage
Amount as reduced by (i) the aggregate amount of Bankruptcy  Losses allocated
to  the  Certificates  since  the  Cut-off  Date  and  (ii)  any  permissible
reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of
each Rating Agency to the Trustee to the effect that  any such reduction will
not result  in a  downgrading of  the then  current ratings  assigned to  the
Classes of Certificates rated by it.

          Blanket Mortgage:  The mortgage or mortgages encumbering the
          ----------------
Cooperative Property.

          Book-Entry Certificates:  As specified in the Preliminary
          -----------------------
Statement.

          Business Day:  Any day other than (i) a Saturday or a Sunday, or
          ------------
(ii) a day on which banking institutions  in the City of New York, New  York,
or the State of California or the city in which the Corporate Trust Office of
the Trustee is located are authorized or obligated by law or  executive order
to be closed.

          Certificate:  Any one of the Certificates executed by the Trustee
          -----------
in substantially the forms attached hereto as exhibits.

          Certificate Account:  The separate Eligible Account or Accounts
          -------------------
created and  maintained by  the Master Servicer  pursuant to  Section 3.08(e)
with a  depository institution  in the name  of the  Master Servicer  for the
benefit  of  the  Trustee  on  behalf  of  Certificateholders  and designated
"Independent  National Mortgage  Corporation  in  trust  for  the  registered
holders of CWMBS, Inc. Mortgage Pass-Through Certificates Series 1997-A".

          Certificate Balance:  With respect to any Certificate at any date,
          -------------------
the maximum dollar  amount of principal to  which the Holder thereof  is then
entitled hereunder, such  amount being equal to the  Denomination thereof (A)
minus the  sum of  (i) all  distributions of principal  previously made  with
respect thereto and (ii)  all Realized Losses allocated  thereto and, in  the
case of  any Subordinated Certificates,  all other reductions  in Certificate
Balance previously allocated thereto pursuant to Section 4.05  and (B) in the
case of any  Class of Accrual  Certificates, increased by the  Accrual Amount
added to the Class Certificate Balance of such Class prior to such date.

          Certificate Owner:  With respect to a Book-Entry Certificate, the
          -----------------
Person who is the beneficial owner of such Book-Entry Certificate.

          Certificate Register:  The register maintained pursuant to Section
          --------------------
5.02.

          Certificateholder or Holder:  The person in whose name a
          -----------------    ------
Certificate is  registered in the  Certificate Register, except  that, solely
for  the purpose  of  giving  any consent  pursuant  to  this Agreement,  any
Certificate registered in the  name of the Depositor or any  affiliate of the
Depositor  shall be deemed not to  be Outstanding and the Percentage Interest
evidenced thereby shall not be taken into account in determining whether  the
requisite amount of Percentage Interests necessary to effect such consent has
been obtained; provided, however, that if any such Person (including the
               --------  -------
Depositor)  owns 100% of  the Percentage  Interests evidenced  by a  Class of
Certificates,  such  Certificates  shall  be deemed  to  be  Outstanding  for
purposes of any provision hereof that requires the consent of the  Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder.  The  Trustee is entitled to rely conclusively  on a certification
of  the  Depositor or  any affiliate  of the  Depositor in  determining which
Certificates are registered in the name of an affiliate of the Depositor.

          Class:  All Certificates bearing the same class designation as set
          -----
forth in the Preliminary Statement.

          Class Certificate Balance:  With respect to any Class and as to any
          -------------------------
date  of determination,  the aggregate  of  the Certificate  Balances of  all
Certificates of such Class as of such date.

          Class Interest Shortfall:  As to any Distribution Date and Class,
          ------------------------
the  amount by which the amount described  in clause (i) of the definition of
Class Optimal Interest Distribution Amount  for such Class exceeds the amount
of  interest actually  distributed on  such Class  on such  Distribution Date
pursuant to such clause (i).

          Class Optimal Interest Distribution Amount:  With respect to any
          ------------------------------------------
Distribution  Date and  interest-bearing Class,  the sum  of (i)  one month's
interest  accrued during  the related  Interest Accrual  Period at  the Pass-
Through Rate  for such  Class, on  the related Class  Certificate Balance  or
Notional  Amount, as  applicable, subject  to reduction  pursuant to  Section
4.02(d), and (ii) any Class Unpaid Interest Amounts for such Class.

          Class PO Deferred Amount:  As to any Distribution Date, the
          ------------------------
aggregate of the applicable PO Percentage  of each Realized Loss, other  than
any  Excess Loss,  to  be allocated  to  the Class  PO  Certificates on  such
Distribution Date on or prior to the Senior Credit Support Depletion  Date or
previously allocated to  the Class PO  Certificates and not  yet paid to  the
Holders of the Class PO Certificates.

          Class Subordination Percentage:  With respect to any Distribution
          -------------------------------
Date and each Class of  Subordinated Certificates, the fraction (expressed as
a percentage) the numerator of which is the Class Certificate Balance of such
Class of  Subordinated Certificates  immediately prior  to such  Distribution
Date and  the denominator of which is the  aggregate of the Class Certificate
Balances  of  all   Classes  of  Certificates   immediately  prior  to   such
Distribution Date.

          Class Unpaid Interest Amounts:  As to any Distribution Date and
          ------------------------------
Class of  interest-bearing Certificates,  the amount  by which  the aggregate
Class Interest Shortfalls for such  Class on prior Distribution Dates exceeds
the amount distributed on such Class on prior  Distribution Dates pursuant to
clause (ii) of the definition of Class Optimal Interest Distribution Amount.

          Closing Date:  January 30, 1997.
          ------------

          Code:  The Internal Revenue Code of 1986, including any successor
          ----
or amendatory provisions.

          COFI:  The Monthly Weighted Average Cost of Funds Index for the
          ----
Eleventh District  Savings Institutions  published by the  Federal Home  Loan
Bank of San Francisco.

          COFI Certificates:  As specified in the Preliminary Statement.
          -----------------

          Collection Account:  The Eligible Account or Accounts established
          ------------------
and maintained by the Master Servicer in accordance with Section 3.08(c).

          Component:  As specified in the Preliminary Statement.
          ---------

          Component Balance:  With respect to any Component and any
          -----------------
Distribution Date, the Initial Component Balance thereof on the Closing Date,
less  all  amounts applied  in reduction  of  the principal  balance  of such
Component  and Realized  Losses allocated  thereto  on previous  Distribution
Dates.

          Component Certificates:  As specified in the Preliminary Statement.
          ----------------------

          Cooperative Corporation:  The entity that holds title (fee or an
          -----------------------
acceptable   leasehold  estate)  to   the  real  property   and  improvements
constituting  the  Cooperative  Property and  which  governs  the Cooperative
Property, which Cooperative Corporation must qualify as a Cooperative Housing
Corporation under Section 216 of the Code.

          Coop Shares:  Shares issued by a Cooperative Corporation.
          -----------

          Cooperative Loan:  Any Mortgage Loan secured by Coop Shares and a
          ----------------
Proprietary Lease.

          Cooperative Property:  The real property and improvements owned by
          --------------------
the  Cooperative Corporation, including the allocation of individual dwelling
units to the holders of the Coop Shares of the Cooperative Corporation.

          Cooperative Unit:  A single family dwelling located in a
          ----------------
Cooperative Property.

          Corporate Trust Office:  The designated office of the Trustee in
          ----------------------
the  State of New York  at which at  any particular time  its corporate trust
business with respect  to this Agreement shall be  administered, which office
at the date  of the  execution of this  Agreement is  located at 101  Barclay
Street,  12E, New  York,  New York  10286  (Attn: Mortgage-Backed  Securities
Group, CWMBS, Inc. Series 1997-A), facsimile no. (212) 815-4135 and  which is
the address to which notices to and correspondence with the Trustee should be
directed.

          Cut-off Date:  January 1, 1997.
          ------------

          Cut-off Date Pool Principal Balance:  $203,655,503.
          -----------------------------------

          Cut-off Date Principal Balance:  As to any Mortgage Loan, the
          ------------------------------
Stated Principal Balance thereof as of  the close of business on the  Cut-off
Date.

          Debt Service Reduction:  With respect to any Mortgage Loan, a
          ----------------------
reduction by  a court  of competent  jurisdiction in  a proceeding under  the
Bankruptcy Code in the Scheduled Payment  for such Mortgage Loan which became
final and non-appealable, except such  a reduction resulting from a Deficient
Valuation  or  any reduction  that  results  in  a permanent  forgiveness  of
principal.

          Debt Service Reduction Mortgage Loan:  Any Mortgage Loan that
          ------------------------------------
became the subject of a Debt Service Reduction.

          Defective Mortgage Loan:  Any Mortgage Loan which is required to
          -----------------------
be repurchased pursuant to Section 2.02 or 2.03.

          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 Payment  that  results  in  a permanent  forgiveness  of
principal, which valuation  or reduction results from an  order of such court
which is final and non-appealable in a proceeding under the Bankruptcy Code.

          Definitive Certificates:  Any Certificate evidenced by a Physical
          -----------------------
Certificate and  any Certificate issued  in lieu of a  Book-Entry Certificate
pursuant to Section 5.02(e).

          Delay Certificates:  As specified in the Preliminary Statement.
          ------------------

          Deleted Mortgage Loan:  As defined in Section 2.03(c).
          ---------------------

          Denomination:  With respect to each Certificate, the amount set
          ------------
forth  on  the face  thereof  as the  "Initial  Certificate  Balance of  this
Certificate"  or the  "Initial Notional  Amount of  this Certificate"  or, if
neither  of the  foregoing, the  Percentage  Interest appearing  on the  face
thereof.

          Depositor:  CWMBS, Inc., a Delaware corporation, or its successor
          ---------
in interest.

          Depository:  The initial Depository shall be The Depository Trust
          ----------
Company, the nominee of which is CEDE &  Co., as the registered Holder of the
Book-Entry  Certificates.  The Depository  shall at all  times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.

          Depository Participant:  A broker, dealer, bank or other financial
          ----------------------
institution or  other Person for whom from time  to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

          Determination Date:  As to any Distribution Date, the 18th day of
          ------------------
each month  or if such  18th day is  not a  Business Day the  next succeeding
Business Day; provided, however, that if such next succeeding Business Day
              --------  -------
is less than two Business Days  prior to the related Distribution Date,  then
the Determination Date shall be the next Business Day preceding the  18th day
of such month.

          Discount Mortgage Loan:  Any Mortgage Loan with an Adjusted Net
          ----------------------
Mortgage Rate that is less than the Required Coupon.

          Distribution Account:  The separate Eligible Account created and
          --------------------
maintained by  the Trustee  pursuant to Section  3.08(f) in  the name  of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York in trust for registered holders of CWMBS, Inc. Mortgage Pass-Through
Certificates, Series  1997-A".   Funds in the  Distribution Account  shall be
held in trust for the Certificateholders for  the uses and purposes set forth
in this Agreement.

          Distribution Account Deposit Date:  As to any Distribution Date,
          ---------------------------------
12:30  p.m. Pacific  time  on  the Business  Day  immediately preceding  such
Distribution Date.

          Distribution Date:  The 25th day of each calendar month after the
          -----------------
initial issuance of the Certificates,  or if such 25th day is not  a Business
Day, the next succeeding Business Day, commencing in February 1997.

          Due Date:  With respect to any Distribution Date, the first day of
          --------
the month in which the related Distribution Date occurs.

          Duff & Phelps:  Duff & Phelps Credit Rating Company, or any
          -------------
successor thereto.  If Duff & Phelps is designated as a Rating Agency in  the
Preliminary Statement,  for  purposes of  Section  10.05(b) the  address  for
notices to Duff & Phelps shall be Duff  & Phelps Credit Rating Company, 55 E.
Monroe  Street,   35th  Floor,  Chicago,  Illinois  60603,  Attention:    MBS
Monitoring, or  such other address as Duff &  Phelps may hereafter furnish to
the Depositor and the Master Servicer.

          Eligible Account:  Any of (i) an account or accounts maintained
          ----------------
with a federal or state chartered depository institution or trust company the
short-term unsecured  debt  obligations  of  which (or,  in  the  case  of  a
depository institution or trust company that is the principal subsidiary of a
holding company,  the debt obligations of  such holding company,  but only if
Moody's is not a Rating Agency) have the highest  short-term ratings of each
Rating Agency  at the time  any amounts are  held on  deposit therein,  or
(ii)  an account  or accounts  in a depository institution or trust company
in which such accounts are insured by the FDIC or the SAIF (to the limits
established by the FDIC or the SAIF) and the uninsured deposits  in which
accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each  Rating Agency, the 
Certificateholders have a claim  with respect to the  funds in such  account
or a  perfected first priority  security interest against  any  collateral
(which  shall be  limited to  Permitted Investments) securing such  funds
that is  superior to claims  of any other  depositors or creditors  of the 
depository  institution  or trust  company  in which  such account is
maintained, or (iii)  a trust account or accounts maintained  with the trust
department  of a federal or state  chartered depository institution or trust
company, acting in its fiduciary capacity or (iv) any  other account
acceptable to each Rating Agency.   Eligible Accounts may bear interest, 
and may  include,  if   otherwise  qualified  under  this   definition, 
accounts maintained with the Trustee.

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

          ERISA-Restricted Certificate:  As specified in the Preliminary
          ----------------------------
Statement.

          Escrow Account:  The Eligible Account or Accounts established and
          --------------
maintained pursuant to Section 3.09(a).

          Event of Default:  As defined in Section 7.01.
          ----------------

          Excess Loss:  The amount of any (i) Fraud Loss realized after the
          -----------
Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after
the  Special Hazard  Coverage  Termination  Date  or  (iii)  Bankruptcy  Loss
realized after the Bankruptcy Coverage Termination Date.

          Excess Proceeds:  With respect to any Liquidated Mortgage Loan, the
          ---------------
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan  received in  the calendar month  in which  such Mortgage Loan  became a
Liquidated Mortgage  Loan, net  of any amounts  previously reimbursed  to the
Master Servicer as  Nonrecoverable Advance(s) with  respect to such  Mortgage
Loan  pursuant to  Section  3.11(a)(iii), exceeds  (i)  the unpaid  principal
balance of such Liquidated Mortgage  Loan as of the Due Date in  the month in
which such Mortgage  Loan became a Liquidated Mortgage Loan plus (ii) accrued
interest at the Mortgage Rate from the Due Date as to which interest was last
paid or advanced  (and not reimbursed)  to Certificateholders  up to the  Due
Date  applicable to the Distribution  Date immediately following the calendar
month during which such liquidation occurred.

          Expense Fees:  As to each Mortgage Loan, the sum of the related
          ------------
Servicing Fee, Master Servicing Fee, and Trustee Fee.

          Expense Rate:  As to each Mortgage Loan, the sum of the related
          ------------
Servicing Fee Rate, Master Servicing Fee Rate and Trustee Fee Rate.

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

          FHLMC:  The Federal Home Loan Mortgage Corporation, a corporate
          -----
instrumentality of the  United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

          FIRREA:  The Financial Institutions Reform, Recovery and
          ------
Enforcement Act of 1989.

          Fitch:  Fitch Investors Service, L.P., or any successor thereto. 
          -----
If Fitch  is designated as a Rating Agency  in the Preliminary Statement, for
purposes of Section 10.05(b) the address for  notices to Fitch shall be Fitch
Investors Service,  L.P., One State Street  Plaza, New York, New  York 10004,
Attention:  Residential Mortgage Surveillance Group, or such other address as
Fitch may hereafter furnish to the Depositor and the Master Servicer.

          Flood:  The widespread flooding that occurred in Northern
          -----
California, Western Nevada, Central Idaho and Southern Washington during the
period from January 2, 1997 to January 24, 1997.

          FNMA:  The Federal National Mortgage Association, a federally
          ----
chartered and  privately owned corporation  organized and existing  under the
Federal National Mortgage Association Charter Act, or any successor thereto.

          Fraud Loan:  A Liquidated Mortgage Loan as to which a Fraud Loss
          ----------
has occurred.

          Fraud Losses:  Realized Losses on Mortgage Loans as to which a loss
          ------------
is sustained  by  reason of  a  default  arising from  fraud,  dishonesty  or
misrepresentation in connection with the  related Mortgage Loan, including  a
loss by reason of the denial of  coverage under any related Primary Insurance
Policy because of such fraud, dishonesty or misrepresentation.

          Fraud Loss Coverage Amount:  As of the Closing Date, $4,073,110.06
          --------------------------
subject to  reduction  from time  to  time, by  the  amount of  Fraud  Losses
allocated to the Certificates.  On each  anniversary of the Cut-off Date, the
Fraud Loss  Coverage Amount  will be  reduced as  follows: (a)  on the  first
anniversary of the Cut-off Date, to an  amount equal to the lesser of (i)  2%
of the  then current Pool Principal Balance and (ii)  the excess of the Fraud
Loss Coverage  Amount as of  the Cut-off Date  over the cumulative  amount of
Fraud Losses  allocated to  the  Certificates  since the  Cut-off  Date;
(b) on the second, third and fourth anniversaries of the Cut-off Date, to an
amount equal to the lesser of (i) 1% of the then  current Pool Principal
Balance and (ii)  the excess  of  the Fraud  Loss  Coverage Amount  as  of
the  preceding anniversary of  the Cut-off Date over  the cumulative amount 
of Fraud Losses allocated to  the Certificates since  such preceding
anniversary; and  (c) on the fifth anniversary of the Cut-off Date, to zero.

          Fraud Loss Coverage Termination Date:  The point in time at which
          -------------------------------------
the Fraud Loss Coverage Amount is reduced to zero.

          Index:  With respect to any Interest Accrual Period for the COFI
          -----
Certificates,  the then  applicable index  used  by the  Trustee pursuant  to
Section 4.07 to determine the  applicable Pass-Through Rate for such Interest
Accrual Period for the COFI Certificates.

          Indirect Participant:  A broker, dealer, bank or other financial
          --------------------
institution  or other  Person that  clears through  or maintains  a custodial
relationship with a Depository Participant.

          Initial Bankruptcy Loss Coverage Amount:  $100,000.
          ---------------------------------------

          Initial Component Balance:  As specified in the Preliminary
          -------------------------
Statement.

          Initial LIBOR Rate:  Not applicable.
          ------------------

          Insurance Policy:  With respect to any Mortgage Loan included in
          ----------------
the Trust Fund,  any insurance policy, including all  riders and endorsements
thereto  in effect,  including any  replacement  policy or  policies for  any
Insurance Policies.

          Insurance Proceeds:  Proceeds paid by an insurer pursuant to any
          ------------------
Insurance  Policy,  in each  case  other than  any  amount  included in  such
Insurance Proceeds in respect of Insured Expenses.

          Insured Expenses:  Expenses covered by an Insurance Policy or any
          ----------------
other insurance policy with respect to the Mortgage Loans.

          Interest Accrual Period:  With respect to each Class of Delay
          -----------------------
Certificates and any Distribution Date, the calendar month prior to the month
of  such  Distribution  Date.    With  respect  to each  Class  of  Non-Delay
Certificates  and any Distribution  Date, the one-month  period commencing on
the 25th day of the month preceding the month in which such Distribution Date
occurs and ending  on the 24th  day of the  month in which such  Distribution
Date occurs.

          Interest Determination Date:  With respect to (a) any Interest
          ---------------------------
Accrual Period for any LIBOR Certificates and (b) any Interest Accrual 
Period for the  COFI Certificates for which  the applicable Index  is LIBOR,
the second  Business  Day prior  to the  first day  of such Interest
Accrual Period.

          Last Scheduled Distribution Date:  The Distribution Date in the
          --------------------------------
month immediately following  the month of the latest  scheduled maturity date
for any of the Mortgage Loans.

          Latest Possible Maturity Date:  The Distribution Date following the
          -----------------------------
third anniversary of the scheduled maturity  date of the Mortgage Loan having
the latest scheduled maturity date as of the Cut-off Date.

          LIBOR:  The London interbank offered rate for one-month United
          -----
States dollar deposits calculated in the manner described in Section 4.08.

          LIBOR Certificates:  As specified in the Preliminary Statement.
          ------------------

          Liquidated Mortgage Loan:  With respect to any Distribution Date,
          ------------------------
a defaulted Mortgage  Loan (including any REO Property)  which was liquidated
in the calendar month preceding the month of such Distribution Date and as to
which the Master  Servicer has certified (in accordance  with this Agreement)
that it has received all amounts it expects to receive in connection with the
liquidation of such  Mortgage Loan including the final disposition  of an REO
Property.

          Liquidation Proceeds:  Amounts, including Insurance Proceeds,
          --------------------
received in connection with the  partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise
or amounts received in connection with any condemnation or partial release of
a Mortgaged Property  and any other  proceeds received in connection  with an
REO Property,  less the  sum of related  unreimbursed Master  Servicing Fees,
Servicing Advances and Advances.

          Loan-to-Value Ratio:  With respect to any Mortgage Loan and as to
          -------------------
any  date of  determination, the  fraction  (expressed as  a percentage)  the
numerator of  which is the principal balance of  the related Mortgage Loan at
such date  of determination  and the  denominator of  which is the  Appraised
Value of the related Mortgaged Property.

          Maintenance:  With respect to any Cooperative Unit, the rent paid
          -----------
by the Mortgagor  to the Cooperative Corporation pursuant  to the Proprietary
Lease.

          Majority in Interest:  As to any Class of Regular Certificates, the
          --------------------
Holders of Certificates of such Class evidencing, in the aggregate, at 
least 51% of the Percentage Interests  evidenced by all Certificates of such
Class.

          Master Servicer:  Independent National Mortgage Corporation, a
          ---------------
Delaware  corporation, and  its successors  and assigns,  in its  capacity as
master servicer hereunder.

          Master Servicer Advance Date:  As to any Distribution Date, 12:30
          ----------------------------
p.m. Pacific time on the Business Day immediately preceding such Distribution
Date.

          Master Servicing Fee:  As to each Mortgage Loan and any
          --------------------
Distribution Date,  an amount  equal to one  month's interest at  the related
Master Servicing  Fee Rate on the  Stated Principal Balance of  such Mortgage
Loan  or,  in  the event  of  any  payment of  interest  which  accompanies a
Principal Prepayment  in Full made  by the Mortgagor, interest  at the Master
Servicing Fee Rate  on the Stated Principal Balance of such Mortgage Loan for
the  period covered  by such  payment of  interest,  subject to  reduction as
provided in Section 3.17.

          Master Servicing Fee Rate:  With respect to each Mortgage Loan,
          -------------------------
0.125% per annum.

          Monthly Statement:  The statement delivered to the
          -----------------
Certificateholders pursuant to Section 4.06.

          Moody's:  Moody's Investors Service, Inc., or any successor
          -------
thereto.  If  Moody's is  designated as  a Rating Agency  in the  Preliminary
Statement,  for purposes  of  Section  10.05(b) the  address  for notices  to
Moody's shall be Moody's Investors Service, Inc., 99 Church Street, New York,
New  York 10007,  Attention:   Residential Pass-Through  Monitoring,  or such
other address as Moody's may hereafter furnish to the Depositor or the Master
Servicer.

          Mortgage:  The mortgage, deed of trust or other instrument creating
          --------
a  first lien  on an  estate  in fee  simple  or leasehold  interest in  real
property securing a Mortgage Note.

          Mortgage File:  The mortgage documents listed in Section 2.01
          -------------
pertaining to  a  particular  Mortgage  Loan  and  any  additional  documents
delivered  to the Trustee to  be added to the  Mortgage File pursuant to this
Agreement.

          Mortgage Loans:  Such of the mortgage loans transferred and
          --------------
assigned  to the Trustee  pursuant to the  provisions hereof as  from time to
time are held as a part  of the Trust Fund (including any REO  Property), the
mortgage  loans so  held  being  identified in  the  Mortgage Loan  Schedule,
notwithstanding  foreclosure or  other acquisition  of  title of  the related
Mortgaged Property.

          Mortgage Loan Schedule:  The list of Mortgage Loans (as from time
          ----------------------
to time amended by the Master Servicer  to reflect the addition of Substitute
Mortgage  Loans and  the deletion of  Deleted Mortgage Loans  pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Fund and from  time to  time subject  to this Agreement,  attached hereto  as
Schedule  I, setting  forth the  following information  with respect  to each
Mortgage Loan:

          (i)  the loan number;

         (ii)  the Mortgagor's  name and the street address of  the Mortgaged
     Property, including the zip code;

        (iii)  the maturity date;

         (iv)  the original principal balance;

          (v)  the Cut-off Date Principal Balance;

         (vi)  the first payment date of the Mortgage Loan;

        (vii)  the Scheduled Payment in effect as of the Cut-off Date;

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

         (ix)  a code indicating whether the residential dwelling at the time
     of origination was represented to be owner-occupied;

          (x)  a  code indicating whether the residential  dwelling is either
     (a)  a detached single family  dwelling, (b) a dwelling  in a PUD, (c) a
     condominium unit, (d) a two- to four-unit residential property, or (e) a
     Cooperative Unit;

         (xi)  the Mortgage Rate;

        (xii)  the Servicing Fee Rate;

       (xiii)  the purpose for the Mortgage Loan; and

        (xiv)   the  type  of  documentation program  pursuant  to which  the
     Mortgage Loan was originated.

Such schedule  shall also set forth the total  of the amounts described under
(v) above for all of the Mortgage Loans.

          Mortgage Note:  The original executed note or other evidence of
          -------------
indebtedness  evidencing the  indebtedness  of a  Mortgagor under  a Mortgage
Loan.

          Mortgage Rate:  The annual rate of interest borne by a Mortgage
          -------------
Note from time to time.

          Mortgaged Property:  The underlying property securing a Mortgage
          ------------------
Loan, which,  with respect to a Cooperative Loan,  is the related Coop Shares
and Proprietary Lease.

          Mortgagor:  The obligor(s) on a Mortgage Note.
          ---------

          Net Prepayment Interest Shortfalls:  As to any Distribution Date,
          ----------------------------------
the amount  by which the  aggregate of Prepayment Interest  Shortfalls during
the related Prepayment Period exceeds an amount equal to the Master Servicing
Fee for such  Distribution Date before reduction of  the Master Servicing Fee
in respect of such Prepayment Interest Shortfalls.

          Non-Delay Certificates:  As specified in the Preliminary Statement.
          ----------------------

          Non-Discount Mortgage Loan:  Any Mortgage Loan with an Adjusted Net
          --------------------------
Mortgage Rate that is greater than or equal to the Required Coupon.

          Non-PO Formula Principal Amount:  As to any Distribution Date, the
          -------------------------------
sum of the applicable Non-PO Percentage of  (a) the principal portion of each
Scheduled Payment  (without giving effect,  prior to the  Bankruptcy Coverage
Termination  Date, to  any  reductions  thereof caused  by  any Debt  Service
Reductions or Deficient Valuations) due on each Mortgage  Loan on the related
Due Date,  (b) the Stated  Principal Balance of  each Mortgage Loan  that was
repurchased by the Seller  or the Master Servicer pursuant  to this Agreement
as  of such  Distribution Date,  (c)  the Substitution  Adjustment Amount  in
connection  with any  Deleted Mortgage  Loan  received with  respect to  such
Distribution  Date,  (d)  any  Insurance  Proceeds  or  Liquidation  Proceeds
allocable  to recoveries  of  principal of  Mortgage Loans  that are  not yet
Liquidated Mortgage  Loans received during  the calendar month  preceding the
month of such Distribution Date, (e) with respect to each Mortgage  Loan that
became a  Liquidated Mortgage  Loan during the  calendar month  preceding the
month of such Distribution Date, the amount of Liquidation Proceeds allocable
to principal received during the  calendar month preceding the month of  such
Distribution Date with respect to such Mortgage Loan, and (f) all partial and
full Principal Prepayments received during the related Prepayment Period.

          Non-PO Percentage:  As to any Discount Mortgage Loan, a fraction
          -----------------
(expressed  as a  percentage)  the numerator  of  which is  the Adjusted  Net
Mortgage Rate of such Discount Mortgage Loan  and the denominator of which is
the Required Coupon.  As to any Non-Discount Mortgage Loan, 100%.

          Nonrecoverable Advance:  Any portion of an Advance or Servicer
          ----------------------
Advance previously made or proposed to be  made by the Master Servicer or the
related Servicer, as the case may be, that, in the good faith judgment of the
Master Servicer or such  Servicer, will not be ultimately recoverable  by the
Master Servicer from the  related Mortgagor, related Liquidation Proceeds  or
otherwise.


          Notice of Final Distribution:  The notice to be provided pursuant
          ----------------------------
to  Section  9.02 to  the  effect  that  final  distribution on  any  of  the
Certificates shall be made only upon presentation and surrender thereof.

          Notional Amount:  With respect to any Distribution Date and the
          ---------------
Class X Certificates,  the aggregate of the Stated  Principal Balances of the
Non-Discount  Mortgage  Loans as  of  the  Due  Date  in the  month  of  such
Distribution Date (prior to  giving effect to any  Scheduled Payments due  on
such Mortgage Loans on such Due Date).

          Notional Amount Certificates:  As specified in the Preliminary
          ----------------------------
Statement.

          Offered Certificates:  As specified in the Preliminary Statement.
          --------------------

          Officer's Certificate:  A certificate (i) signed by the Chairman
          ---------------------
of the  Board, the  Vice Chairman  of the  Board, the  President, a  Managing
Director,  a  Vice   President  (however  denominated),  an   Assistant  Vice
President, the Treasurer,  the Secretary, or one of  the Assistant Treasurers
or Assistant Secretaries of the Depositor or  the Master Servicer, or (ii) if
provided for in  this Agreement, signed by  a Servicing Officer, as  the case
may be, and delivered  to the Depositor and the Trustee, as  the case may be,
as required by this Agreement.

          Opinion of Counsel:  A written opinion of counsel, who may be
          ------------------
counsel for the Depositor or the Master Servicer, including in-house counsel,
reasonably acceptable to the Trustee; provided, however, that with respect
                                      --------  -------
to the  interpretation or application  of the REMIC Provisions,  such counsel
must  (i) in fact  be independent of  the Depositor and  the Master Servicer,
(ii) not have  any direct financial interest  in the Depositor or  the Master
Servicer or in any  affiliate of either, and (iii) not  be connected with the
Depositor   or  the  Master  Servicer  as  an  officer,  employee,  promoter,
underwriter,  trustee,   partner,  director  or   person  performing  similar
functions.

          Optional Termination:  The termination of the trust created
          --------------------
hereunder in connection with the  purchase of the Mortgage Loans pursuant  to
Section 9.01(a).

          Original Applicable Credit Support Percentage:  With respect to
          ----------------------------------------------
each of the following Classes of Subordinated Certificates, the corresponding
percentage described below, as of the Closing Date:

                    Class B-1               8.00%
                    Class B-2               3.40%
                    Class B-3               2.05%
                    Class B-4               1.20%
                    Class B-5               0.70%
                    Class B-6               0.45%

          Original Mortgage Loan:  The Mortgage Loan refinanced in connection
          ----------------------
with the origination of a Refinancing Mortgage Loan.

          Original Subordinated Principal Balance:  The aggregate of the
          ---------------------------------------
Class Certificate Balances of the Subordinated Certificates as of the Closing
Date.

          OTS:  The Office of Thrift Supervision.
          ---

          Outside Reference Date:  As to any Interest Accrual Period for the
          ----------------------
COFI Certificates, the close of business on the tenth day thereof.

          Outstanding:  With respect to the Certificates as of any date of
          -----------
determination, all Certificates theretofore executed  and authenticated under
this Agreement except:

          (i)  Certificates theretofore canceled  by the Trustee or delivered
     to the Trustee for cancellation; and

         (ii)   Certificates in exchange for which or  in lieu of which other
     Certificates have been executed and delivered by the Trustee pursuant to
     this Agreement.

          Outstanding Mortgage Loan:  As of any Due Date, a Mortgage Loan
          -------------------------
with a  Stated Principal Balance greater than zero  which was not the subject
of a Principal Prepayment  in Full prior to such  Due Date and which did  not
become a Liquidated Mortgage Loan prior to such Due Date.

          Ownership Interest:  As to any Residual Certificate, any ownership
          ------------------
interest in  such Certificate including  any interest in such  Certificate as
the  Holder  thereof  and  any  other interest  therein,  whether  direct  or
indirect, legal or beneficial.

          Pass-Through Rate:  For any interest-bearing Class of Certificates,
          -----------------
the per annum  rate set forth  or calculated in  the manner described in  the
Preliminary Statement.

          Percentage Interest:  As to any Certificate, the percentage
          -------------------
interest  evidenced thereby  in  distributions  required to  be  made on  the
related Class, such percentage  interest being set forth on  the face thereof
or  equal to  the percentage  obtained by  dividing the Denomination  of such
Certificate by the aggregate of the  Denominations of all Certificates of the
same Class.

          Permitted Investments:  At any time, any one or more of the
          ---------------------
following obligations and securities:

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

         (ii)  general obligations of  or obligations guaranteed by any state
     of  the United States or the  District of Columbia receiving the highest
     long-term  debt rating of  each Rating Agency,  or such lower  rating as
     will  not result  in the downgrading  or withdrawal of  the ratings then
     assigned  to the Certificates by the Rating  Agencies, as evidenced by a
     signed writing delivered by each Rating Agency;

        (iii)   commercial or finance  company paper which is  then receiving
     the highest  commercial or finance  company paper rating of  each Rating
     Agency, or such  lower rating as will  not result in the  downgrading or
     withdrawal  of the  ratings then  assigned  to the  Certificates by  the
     Rating  Agencies, as  evidenced by  a signed  writing delivered  by each
     Rating Agency;

         (iv)  certificates of deposit,  demand or time deposits, or bankers'
     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 long-term
                          --------
unsecured 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  long-term unsecured debt obligations of such
holding company, but only if  Moody's is not a Rating Agency) are  then rated
one of the two highest long-term  and the highest short-term ratings of  each
Rating Agency  for such securities, or such lower  ratings as will not result
in  the  downgrading or  withdrawal  of  the  ratings  then assigned  to  the
Certificates  by  the Rating  Agencies,  as  evidenced  by a  signed  writing
delivered by each Rating Agency;

          (v)  demand or time deposits  or certificates of deposit issued  by
     any bank or trust company or savings institution to the extent that such
     deposits are fully insured by the FDIC;

         (vi)    guaranteed  reinvestment  agreements  issued  by  any  bank,
     insurance company or other corporation acceptable to the Rating Agencies
     at the time of the issuance of such agreements, as evidenced by a signed
     writing delivered by each Rating Agency;

        (vii)  repurchase obligations with respect  to any security described
     in clauses  (i)  and (ii)  above, in  either case  entered  into with  a
     depository  institution or trust company (acting as principal) described
     in clause (iv) above;

       (viii)   securities (other  than stripped  bonds, stripped  coupons or
     instruments sold  at a  purchase price  in excess  of 115%  of the  face
     amount thereof)  bearing interest or  sold at  a discount issued  by any
     corporation  incorporated under  the laws  of the  United States  or any
     state thereof which, at the time of such investment, have one of the two
     highest  ratings of each Rating  Agency (except if  the Rating Agency is
     Moody's  such rating  shall be  the highest  commercial paper  rating of
     Moody's  for any  such securities),  or such  lower rating  as will  not
     result in the downgrading or withdrawal of  the ratings then assigned to
     the  Certificates by  the  Rating  Agencies, as  evidenced  by a  signed
     writing delivered by each Rating Agency;

         (ix)  units  of a taxable money-market portfolio  having the highest
     rating assigned by  each Rating Agency  (except (i) if  Fitch or Duff  &
     Phelps is a Rating Agency and  has not rated the portfolio, the  highest
     rating assigned by Moody's and (ii) if S&P is a Rating  Agency, "AAAm-G"
     by S&P) and restricted to obligations issued or guaranteed by the United
     States of America or entities whose  obligations are backed by the  full
     faith  and  credit  of  the  United States  of  America  and  repurchase
     agreements collateralized by such obligations; and

          (x)  such other investments bearing interest or sold at a  discount
     acceptable to each Rating Agency  as will not result in  the downgrading
     or withdrawal of the  ratings then assigned to  the Certificates by  the
     Rating  Agencies, as  evidenced by  a signed  writing delivered  by each
     Rating Agency;

provided that no such instrument shall be a Permitted Investment if such
- --------
instrument evidences the right to receive interest only payments with respect
to the obligations underlying such instrument.

          Permitted Transferee:  Any person other than (i) the United States,
          --------------------
any State or political subdivision  thereof, or any agency or instrumentality
of  any   of  the  foregoing,   (ii)  a  foreign   government,  International
Organization or  any agency  or instrumentality of  either of  the foregoing,
(iii)  an organization  (except certain  farmers'  cooperatives described  in
section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the
Code (including the tax imposed by section  511 of the Code on unrelated 
business taxable income) on any excess inclusions (as defined in section
860E(c)(1) of the Code) with  respect to any Residual Certificate,  (iv)
rural electric and telephone cooperatives described in section 
1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of
the United States, a corporation, partnership, or other entity created or
organized in or under the laws of the United  States or any  political
subdivision thereof,  or an  estate or trust whose income from  sources
without the  United States is includible  in gross income  for federal
income tax purposes regardless of its connection with the conduct of a 
trade or business within  the United States unless  such Person has
furnished the  transferor and the Trustee with a  duly completed Internal
Revenue Service Form  4224, and (vi)  any other Person  so designated by 
the Depositor based upon  an Opinion of Counsel that the Transfer of an
Ownership Interest  in  a  Residual Certificate  to  such Person  may  cause
the REMIC hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding.    The   terms  "United  States,"  "State"
and  "International Organization" shall  have the meanings set forth in
section 7701 of the Code or successor provisions.  A corporation will  not
be treated as an instrumen- tality of the  United States or of any State or
political subdivision thereof for these purposes if all of its activities
are subject to tax and, with the exception of the  Federal Home Loan
Mortgage  Corporation, a majority  of its board of directors is not selected
by such government unit.

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

          Physical Certificates:  As specified in the Preliminary Statement.
          ---------------------

          Planned Balance:  Not applicable.
          ---------------

          Planned Principal Classes:  As specified in the Preliminary
          -------------------------
Statement.

          PO Formula Principal Amount:  As to any Distribution Date, the sum
          ---------------------------
of  the  applicable  PO Percentage  of  (a)  the  principal portion  of  each
Scheduled Payment  (without giving effect,  prior to the  Bankruptcy Coverage
Termination  Date, to  any  reductions  thereof caused  by  any Debt  Service
Reductions or Deficient Valuations) due on each  Mortgage Loan on the related
Due Date,  (b) the Stated  Principal Balance of  each Mortgage Loan  that was
repurchased by the  Seller or the Master Servicer  pursuant to this Agreement
as  of such  Distribution Date,  (c)  the Substitution  Adjustment Amount  in
connection  with any  Deleted Mortgage  Loan  received with  respect to  such
Distribution Date, (d)  any Insurance Proceeds or Liquidation  Proceeds allo-
cable to recoveries of principal of Mortgage Loans that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the 
month of  such Distribution  Date, (e)  with  respect to  each Mortgage 
Loan that  became a  Liquidated Mortgage  Loan during  the calendar month 
preceding  the  month  of   such  Distribution  Date,  the  amount  of
Liquidation  Proceeds allocable  to principal received  with respect  to
such Mortgage  Loan  during  the  calendar  month  preceding  the  month  of
such Distribution Date with respect to such Mortgage Loan and (f) all
partial and full Principal Prepayments received during the related
Prepayment Period.

          PO Percentage:  As to any Discount Mortgage Loan, a fraction
          -------------
(expressed as  a percentage)  the numerator  of which  is the  excess of  the
Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage
Loan and the denominator  of which is  the Required Coupon.   As to any  Non-
Discount Mortgage Loan, 0%.

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

          Prepayment Interest Shortfall:  As to any Distribution Date,
          -----------------------------
Mortgage Loan  and Principal  Prepayment, the  amount, if  any, by  which one
month's interest at  the related  Mortgage Rate  (net of  the related  Master
Servicing Fee)  on such Principal  Prepayment exceeds the amount  of interest
paid in connection with such Principal Prepayment.

          Prepayment Period:  As to any Distribution Date, the calendar month
          -----------------
preceding the month of such Distribution Date.

          Prepayment Shift Percentage:  As to any Distribution Date occurring
          ---------------------------
during  the  five  years  beginning  on  the  first  Distribution  Date,  0%.
Thereafter,  the  Prepayment  Shift  Percentage  for  any  Distribution  Date
occurring on  or after the  fifth anniversary of the  first Distribution Date
will be as follows:  for any Distribution  Date in the first year thereafter,
30%; for any  Distribution Date in the  second year thereafter, 40%;  for any
Distribution Date  in the  third year thereafter,  60%; for  any Distribution
Date  in the  fourth  year thereafter,  80%; and  for  any Distribution  Date
thereafter, 100%.

          Primary Insurance Policy:  Each policy of primary mortgage guaranty
          ------------------------
insurance or  any replacement  policy therefor with  respect to  any Mortgage
Loan.

          Principal Only Certificates:  As specified in the Preliminary
          ---------------------------
Statement.

          Principal Prepayment:  Any payment of principal by a Mortgagor on
          --------------------
a Mortgage Loan that is received in advance of its scheduled Due Date and is
not accompanied by an amount representing scheduled interest  due on any
date or  dates in any month  or months subsequent to the month  of
prepayment.  Partial Principal  Prepayments shall be applied by the Master
Servicer in accordance with the terms of the related Mortgage Note.

          Principal Prepayment in Full:  Any Principal Prepayment made by a
          ----------------------------
Mortgagor of the entire principal balance of a Mortgage Loan.

          Priority Amount:  As to any Distribution Date, the amount equal to
          ---------------
the sum  of (i) the product  of (A) Scheduled Principal  Distribution Amounts
(B)  the Shift Percentage  and (C) the  Priority Percentage, each  as of such
Distribution  Date  and  (ii)  the  product  of  (A)  Unscheduled   Principal
Distribution  Amounts, (B)  the  Prepayment  Shift  Percentage  and  (C)  the
Priority Percentage, each as of such Distribution Date.

          Priority Percentage:  As to any Distribution Date, a fraction, the
          -------------------
numerator of which is equal to the aggregate Class Certificate Balance of the
Class A-7  and Class  A-8 Certificates  on  such Distribution  Date, and  the
denominator of which  is equal to the aggregate Class Certificate Balances of
all  of the  Certificates  (other than  the Class  PO  Certificates) on  such
Distribution Date.

          Private Certificates:  As specified in the Preliminary Statement.
          --------------------

          Pro Rata Share:  As to any Distribution Date, the Subordinated
          --------------
Principal Distribution Amount and any Class of Subordinated Certificates, the
portion of  the Subordinated Principal Distribution Amount  allocable to such
Class, equal to the product of the Subordinated Principal Distribution Amount
on such  Distribution Date  and a  fraction, the  numerator of  which is  the
related Class Certificate Balance thereof and the denominator of which is the
aggregate of the Class Certificate Balances of the Subordinated Certificates.

          Proprietary Lease:  With respect to any Cooperative Unit, a lease
          -----------------
or  occupancy agreement  between a  Cooperative Corporation  and a  holder of
related Coop Shares.

          Prospectus Supplement:  The Prospectus Supplement dated January 27,
          ---------------------
1997 relating to the Offered Certificates.

          PUD:  Planned Unit Development.
          ---

          Purchase Price:  With respect to any Mortgage Loan required to be
          --------------
purchased by  the Seller pursuant to Section 2.02 or 2.03 or purchased at the
option of the  Master Servicer pursuant to  Section 3.14, an amount  equal to
the sum of (i) 100% of the  unpaid principal balance of the Mortgage Loan  on
the date of such purchase, and (ii)  accrued interest thereon at the 
applicable Mortgage Rate (or at  the applicable  Adjusted Mortgage Rate  if
(x)  the purchaser  is the Master Servicer or (y) if the  purchaser is the
Seller and the Seller  is the Master Servicer) from  the date through which 
interest was last paid  by the Mortgagor to the Due  Date in the month in
which the Purchase  Price is to be distributed to Certificateholders.

          Qualified Insurer:  A mortgage guaranty insurance company duly
          -----------------
qualified as  such under  the laws  of the  state of  its principal  place of
business and each  state having jurisdiction over such  insurer in connection
with  the  insurance policy  issued  by  such  insurer, duly  authorized  and
licensed in such states to transact a mortgage guaranty insurance business in
such  states and  to write  the  insurance provided  by the  insurance policy
issued  by it,  approved as  a FNMA-  or  FHLMC-approved mortgage  insurer or
having a claims paying ability rating  of at least "AA" or equivalent  rating
by  a nationally recognized statistical rating organization.  Any replacement
insurer with respect to  a Mortgage Loan must have at least  as high a claims
paying ability rating as the insurer it replaces had on the Closing Date.

          Rating Agency:  Each of the Rating Agencies specified in the
          -------------
Preliminary Statement.   If  either such  organization or  a successor  is no
longer in  existence,  "Rating Agency"  shall be  such nationally  recognized
statistical rating organization, or other comparable Person, as is designated
by the Depositor,  notice of which designation shall be given to the Trustee.
References  herein to a  given rating or  rating category of  a Rating Agency
shall mean such rating category without giving effect to any modifiers.

          Realized Loss:  With respect to each Liquidated Mortgage Loan, an
          -------------
amount (not less than zero or  more than the Stated Principal Balance of  the
Mortgage Loan) as of  the date of such  liquidation, equal to (i)  the Stated
Principal Balance of  the Liquidated  Mortgage Loan  as of the  date of  such
liquidation, plus (ii)  interest at the Adjusted  Net Mortgage Rate from  the
Due Date as to which interest was last paid or  advanced (and not reimbursed)
to Certificateholders up  to the Due Date  in the month in  which Liquidation
Proceeds are  required to be distributed  on the Stated  Principal Balance of
such Liquidated Mortgage Loan  from time to time, minus (iii) the Liquidation
Proceeds,  if  any, received  during  the  month  in which  such  liquidation
occurred, to the extent applied as recoveries of interest at the Adjusted Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan.  With respect
to each Mortgage Loan which has become  the subject of a Deficient Valuation,
if the principal amount due under the related Mortgage Note has been reduced,
the difference between the principal balance of the Mortgage Loan outstanding
immediately prior  to such Deficient  Valuation and the principal  balance of
the Mortgage  Loan as reduced  by the Deficient  Valuation.  With  respect to
each Mortgage Loan which has become the subject of a Debt Service
Reduction  and  any  Distribution Date,  the  amount,  if any,  by  which the
principal portion of the related Scheduled Payment has been reduced.

          Recognition Agreement:  With respect to any Cooperative Loan, an
          ---------------------
agreement  between  the Cooperative  Corporation and  the originator  of such
Mortgage  Loan  which  establishes  the  rights of  such  originator  in  the
Cooperative Property.

          Record Date:  With respect to any Distribution Date, the close of
          -----------
business on  the last Business Day of the  month preceding the month in which
such applicable Distribution Date occurs.

          Reference Bank:  As defined in Section 4.08.
          --------------

          Refinancing Mortgage Loan:  Any Mortgage Loan originated in
          -------------------------
connection with the refinancing of an existing mortgage loan.

          Regular Certificates:  As specified in the Preliminary Statement.
          --------------------

          Relief Act:  The Soldiers' and Sailors' Civil Relief Act of 1940,
          ----------
as amended.

          Relief Act Reductions:  With respect to any Distribution Date and
          ---------------------
any Mortgage  Loan as to which  there has been  a reduction in the  amount of
interest collectible thereon for the most recently ended calendar month as  a
result of the application of the Relief Act, the amount, if any, by which (i)
interest  collectible on  such  Mortgage  Loan for  the  most recently  ended
calendar month  is less  than (ii)  interest accrued  thereon for  such month
pursuant to the Mortgage Note.

          REMIC:  A "real estate mortgage investment conduit" within the
          -----
meaning of section 860D of the Code.

          REMIC Change of Law:  Any proposed, temporary or final regulation,
          -------------------
revenue  ruling,  revenue   procedure  or  other  official   announcement  or
interpretation relating to  REMICs and the REMIC Provisions  issued after the
Closing Date.

          REMIC Provisions:  Provisions of the federal income tax law
          ----------------
relating  to  real  estate  mortgage  investment  conduits, which  appear  at
sections 860A through  860G of  Subchapter M of  Chapter 1  of the Code,  and
related  provisions, and regulations promulgated thereunder, as the foregoing
may be in effect from time to  time as well as provisions of applicable state
laws.

          REO Property:  A Mortgaged Property acquired by the Trust Fund
          ------------
through  foreclosure or  deed-in-lieu  of foreclosure  in  connection with  a
defaulted Mortgage Loan.

          Request for Release:  The Request for Release submitted by the
          -------------------
Master Servicer  to the Trustee, substantially in the  form of Exhibits M and
N, as appropriate.

          Required Coupon:  7.375% per annum.
          ---------------

          Required Insurance Policy:  With respect to any Mortgage Loan, any
          -------------------------
insurance policy that  is required to be  maintained from time to  time under
this Agreement.

          Residual Certificates:  As specified in the Preliminary Statement.
          ---------------------

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

          Restricted Classes:  As defined in Section 4.02(e).
          ------------------

          SAIF:  The Savings Association Insurance Fund, or any successor
          ----
thereto.

          S&P:  Standard & Poor's Ratings Group, a division of The McGraw
          ---
Hill Companies.  If S&P is  designated as a Rating Agency in  the Preliminary
Statement, for purposes of  Section 10.05(b) the  address for notices to  S&P
shall be Standard & Poor's Ratings Group,  26 Broadway, 15th Floor, New York,
New York 10004,  Attention:  Mortgage Surveillance Monitoring,  or such other
address  as  S&P may  hereafter  furnish  to  the  Depositor and  the  Master
Servicer.

          Scheduled Balances:  Not applicable.
          ------------------

          Scheduled Classes:  As specified in the Preliminary Statement.
          -----------------

          Scheduled Payment:  The scheduled monthly payment on a Mortgage
          -----------------
Loan due  on any  Due Date  allocable to  principal and/or  interest on  such
Mortgage Loan which, unless otherwise  specified herein, shall give effect to
any related Debt  Service Reduction and any Deficient  Valuation that affects
the amount of the monthly payment due on such Mortgage Loan.


          Scheduled Principal Distribution Amounts:  As to any Distribution
          ----------------------------------------
Date, an  amount equal to  the sum  of all amounts  described in  clauses (a)
through (d) of the definition of Non-PO Formula Principal Amount  for such
Distribution Date; provided, however, that if a Bankruptcy  Loss that is an
Excess  Loss is sustained with  respect to a Mortgage Loan that is not a
Liquidated Mortgage Loan, the Scheduled Principal Distribution  Amounts will
be reduced on the related Distribution Date by the applicable Non-PO 
Percentage of  the principal  portion  of such  Bankruptcy Loss.

          Securities Act:  The Securities Act of 1933, as amended.
          --------------

          Security Agreement:  With respect to any Cooperative Loan, the
          ------------------
agreement between the owner of the related  Coop Shares and the originator of
the related  Mortgage Note, which defines the  terms of the security interest
in such Coop Shares and the related Proprietary Lease.

          Seller:  Independent National Mortgage Corporation, a Delaware
          ------
corporation, and its successors and assigns, in its capacity as seller of the
Mortgage Loans to the Depositor.

          Seller/Servicer Guide:  The Seller/Servicer Guide for Independent
          ---------------------
National  Mortgage Corporation's mortgage loan purchase and conduit servicing
program and all amendments and supplements thereto.

          Senior Certificates:  As specified in the Preliminary Statement.
          -------------------

          Senior Credit Support Depletion Date:  The date on which the Class
          ------------------------------------
Certificate  Balance of  each  Class of  Subordinated  Certificates has  been
reduced to zero.

          Senior Percentage:  As to any Distribution Date, the percentage
          -----------------
equivalent of a fraction the numerator of which is the aggregate of the Class
Certificate Balances  of each  Class of Senior  Certificates (other  than the
Class PO Certificates)  as of such date and  the denominator of which  is the
aggregate of  the Class Certificate  Balances of all Classes  of Certificates
(other than the Class PO Certificates) as of such date.

          Senior Prepayment Percentage:  For any Distribution Date during the
          ----------------------------
five  years beginning  on  the first  Distribution Date,  100%.   The  Senior
Prepayment Percentage  for any  Distribution Date occurring  on or  after the
fifth anniversary  of the  first Distribution Date  will, except  as provided
herein,  be  as  follows:  for  any  Distribution  Date  in  the  first  year
thereafter, the Senior Percentage plus 70% of the Subordinated Percentage for
such  Distribution  Date;  for  any  Distribution Date  in  the  second  year
thereafter, the Senior Percentage plus 60% of the Subordinated Percentage for
such  Distribution  Date;  for  any  Distribution  Date  in  the  third  year
thereafter, the Senior Percentage plus 40% of the Subordinated Percentage for
such  Distribution  Date;  for  any  Distribution Date  in  the  fourth  year
thereafter, the Senior Percentage  plus 20%  of the  Subordinated 
Percentage for  such Distribution Date; and  for any  Distribution Date
thereafter,  the Senior  Percentage for such Distribution Date (unless on
any of the foregoing Distribution Dates the Senior Percentage  exceeds the
initial  Senior Percentage, in which  case the Senior Prepayment Percentage
for such Distribution Date will once again equal 100%).  Notwithstanding 
the foregoing, no decrease in  the Senior Prepayment Percentage will occur
if, as of the  first Distribution Date as to which  any such decrease
applies, (i) the  outstanding principal balance of all Mortgage Loans 
delinquent 60  days or  more (averaged  over  the preceding  six month
period),  as  a  percentage  of   the  aggregate  principal  balance  of 
the Subordinate  Certificates (averaged over the  preceding six month
period), is equal to or  greater than 50% or (ii) cumulative Realized Losses
with respect to the Mortgage Loans exceed (a) with respect to the
Distribution Date on the fifth  anniversary  of the  first  Distribution 
Date,  30% of  the  Original Subordinated Principal Balance, (b) with 
respect to the Distribution Date on the sixth  anniversary of the  first
Distribution  Date, 35% of  the Original Subordinated Principal Balance,
(c) with respect to the Distribution Date on the seventh anniversary of the
first  Distribution Date, 40% of the Original Subordinated Principal
Balance, (d) with  respect to the Distribution Date on the eighth
anniversary of the first  Distribution Date, 45%  of the Original
Subordinated Principal Balance and (e)  with respect to the Distribution
Date on the ninth anniversary of the first Distribution Date, 50% of  the
Original Subordinated Principal Balance.

          Senior Principal Distribution Amount:  As to any Distribution Date,
          ------------------------------------
the sum of (i) the Senior  Percentage of the applicable Non-PO Percentage  of
all amounts described in clauses (a) through (d) of the definition of "Non-PO
Formula Principal  Amount" for such  Distribution Date, (ii) with  respect to
any Mortgage Loan that became a Liquidated Mortgage Loan during the  calendar
month preceding the  month of such Distribution  Date, the lesser of  (x) the
Senior Percentage of the applicable Non-PO Percentage of the Stated Principal
Balance  of such  Mortgage  Loan and  (y) either  (A)  the Senior  Prepayment
Percentage or  (B), if  an Excess  Loss was  sustained with  respect to  such
Liquidated Mortgage Loan  during such  preceding calendar  month, the  Senior
Percentage  of  the  applicable  Non-PO  Percentage  of  the  amount  of  the
Liquidation Proceeds  allocable to  principal received with  respect to  such
Mortgage Loan  and (iii) the  Senior Prepayment Percentage of  the applicable
Non-PO Percentage of  the amounts described in  clause (f) of the  definition
"Non-PO Formula Principal Amount" for such Distribution Date.

          Servicer:  Any person with which the Master Servicer has entered
          --------
into  a Servicing  Agreement for  the servicing of  all or  a portion  of the
Mortgage Loans pursuant to Section 3.02.

          Servicer Advance:  The meaning ascribed to such term in Section
          ----------------
3.08(d).

          Servicing Account:  The separate Eligible Account or Accounts
          -----------------
created and maintained pursuant to Section 3.08(b).

          Servicing Advances:  All customary, reasonable and necessary "out
          ------------------
of pocket"  costs and  expenses incurred  in the  performance  by the  Master
Servicer of  its servicing  obligations, including, but  not limited  to, the
cost  of (i)  the preservation,  restoration  and protection  of a  Mortgaged
Property,  (ii)  expenses reimbursable  to  the Master  Servicer  pursuant to
Section  3.14  and   any  enforcement  or  judicial   proceedings,  including
foreclosures, (iii)  the management and  liquidation of any REO  Property and
(iv) compliance with the obligations under Section 3.12.

          Servicing Agreement:  The Seller/Servicer Contract as contemplated
          -------------------
by the  Seller/Servicer Guide  between the Master  Servicer and  any Servicer
relating to  servicing  and/or administration  of certain  Mortgage Loans  as
provided in Section 3.02.

          Servicing Fee:  As to each Mortgage Loan and any Distribution Date,
          -------------
an amount equal  to one month's interest at the applicable Servicing Fee Rate
on the Stated Principal Balance of such Mortgage Loan.

          Servicing Fee Rate:  With respect to any Mortgage Loan, the per
          ------------------
annum rate set forth in the Mortgage Loan Schedule for such Mortgage Loan.

          Servicing Officer:  Any officer of the Master Servicer involved in,
          -----------------
or responsible  for, the administration  and servicing of the  Mortgage Loans
whose  name and facsimile  signature appear on  a list of  servicing officers
furnished to the Trustee by the Master  Servicer on the Closing Date pursuant
to this Agreement, as such list may from time to time be amended.

          Shift Percentage: As of any Distribution Date occurring during the
          ----------------
five  years  beginning  on the  first  Distribution  Date,  0% and  for  each
Distribution Date occurring  on or after the  fifth anniversary of  the first
Distribution Date, 100%.

          Special Hazard Coverage Termination Date:  The point in time at
          ----------------------------------------
which the Special Hazard Loss Coverage Amount is reduced to zero.

          Special Hazard Loss:  Any Realized Loss suffered by a Mortgaged
          -------------------
Property on account of  direct physical loss, but not including  (i) any loss
of a type  covered by a hazard insurance  policy or a flood  insurance policy
required to be maintained with respect to such Mortgaged Property pursuant to
Section 3.10 to the extent of the amount of such loss covered thereby, or
(ii) any loss caused by or resulting from:

          (a)  normal wear and tear;

          (b)  fraud,  conversion or other dishonest  act on the part  of the
     Trustee,  the  Master Servicer  or  any  of  their agents  or  employees
     (without regard to any portion of the loss not covered by any errors and
     omissions policy);

          (c)   errors in  design,  faulty workmanship  or faulty  materials,
     unless the collapse  of the property or  a part thereof ensues  and then
     only for the ensuing loss;

          (d)    nuclear  or  chemical  reaction  or  nuclear   radiation  or
     radioactive  or  chemical  contamination,  all  whether   controlled  or
     uncontrolled, and whether such loss  be direct or indirect, proximate or
     remote or be in whole or in part caused by, contributed to or aggravated
     by a peril covered by the definition of the term "Special Hazard Loss";

          (e)  hostile or warlike action in time of peace and  war, including
     action in hindering, combating or defending against an actual, impending
     or expected attack:

               1.  by any government or sovereign power, de jure or de facto,
                                                         -- ----    -- -----
or by any authority maintaining or using military, naval or air forces; or

               2.  by military, naval or air forces; or

               3.   by an agent of  any such government, power,  authority or
          forces;

          (f)  any  weapon of war employing nuclear  fission, fusion or other
     radioactive force, whether in time of peace or war; or

          (g)   insurrection, rebellion, revolution, civil war, usurped power
     or action  taken by  governmental authority  in hindering,  combating or
     defending  against  such  an occurrence,  seizure  or  destruction under
     quarantine   or  customs  regulations,  confiscation  by  order  of  any
     government  or  public  authority, or  risks  of  contraband  or illegal
     transportation or trade.

          Special Hazard Loss Coverage Amount:  With respect to the first
          -----------------------------------
Distribution  Date, $2,043,486.91.   With  respect to  any  Distribution Date
after the first Distribution Date,  the lesser of (a) the greatest of  (i) 1%
of the aggregate of the principal balances of the Mortgage Loans,  (ii) twice
the principal balance of the largest Mortgage Loan and (iii) the aggregate of
the principal balances of all Mortgage Loans secured by Mortgaged Properties
located in the single California postal zip code area having the highest
aggregate principal balance of  any such zip code area  and (b) the Special 
Hazard Loss Coverage Amount as of  the Closing Date  less the  amount, if
any,  of Special  Hazard Losses allocated to  the Certificates since the
Closing  Date.  All principal balances for  the purpose  of this definition 
will be  calculated as  of the first day of the calendar month preceding the
month of such Distribution Date after giving  effect to Scheduled  Payments
on  the Mortgage Loans  then due, whether or not paid.

          Special Hazard Mortgage Loan:  A Liquidated Mortgage Loan as to
          ----------------------------
which a Special Hazard Loss has occurred.

          Startup Day:  The Closing Date.
          -----------

          Stated Principal Balance:  As to any Mortgage Loan and Due Date,
          ------------------------
the unpaid principal  balance of such Mortgage  Loan as of  such Due Date  as
specified in the  amortization schedule at the time  relating thereto (before
any adjustment to such  amortization schedule by reason of  any moratorium or
similar waiver or grace period) after  giving effect to any previous  partial
Principal  Prepayments and Liquidation Proceeds allocable to principal (other
than with respect  to any  Liquidated Mortgage  Loan) and to  the payment  of
principal due on such Due Date and irrespective of any delinquency in payment
by the related Mortgagor.

          Subordinated Certificates:  As specified in the Preliminary
          -------------------------
Statement.

          Subordinated Percentage:  As to any Distribution Date, 100% minus
          -----------------------
the Senior Percentage for such Distribution Date.

          Subordinated Prepayment Percentage:  As to any Distribution Date,
          ----------------------------------
100% minus the Senior Prepayment Percentage for such Distribution Date.

          Subordinated Principal Distribution Amount:  With respect to any
          ------------------------------------------
Distribution Date, an  amount equal to  (A) the sum  of (i) the  Subordinated
Percentage of  the applicable Non-PO  Percentage of all amounts  described in
clauses  (a) through  (d)  of  the definition  of  "Non-PO Formula  Principal
Amount" for such  Distribution Date, (ii) with respect to  each Mortgage Loan
that became  a Liquidated Mortgage  Loan during the calendar  month preceding
the month of such Distribution Date, the applicable Non-PO  Percentage of the
amount  of  the Liquidation  Proceeds  allocable to  principal  received with
respect to such Mortgage Loan  after application of such amounts  pursuant to
clause (ii) of the  definition of Senior Principal Distribution Amount, up to
the Subordinated Percentage of the applicable Non-PO Percentage of the Stated
Principal Balance of such Mortgage Loan and (iii) the Subordinated Prepayment
Percentage of the applicable Non-PO Percentage of all amounts described in
clause (f) of  the definition of "Non-PO  Formula Principal Amount"  for such
Distribution  Date reduced by  (B) the amount  of any payments  in respect of
Class PO Deferred Amounts on the related Distribution Date.

          Subservicer:  Any Person to which the Master Servicer has
          -----------
contracted for  the  servicing of  all or  a portion  of  the Mortgage  Loans
pursuant to Section 3.02.

          Substitute Mortgage Loan:  A Mortgage Loan substituted by the
          ------------------------
Seller  for  a  Deleted  Mortgage  Loan  which  must, on  the  date  of  such
substitution, as  confirmed in  a Request for  Release, substantially  in the
form of Exhibit  M, (i) have a  Stated Principal Balance, after  deduction of
the  principal  portion  of  the  Scheduled  Payment  due  in  the  month  of
substitution, not in excess of,  and not more than 10% less  than, the Stated
Principal Balance  of the  Deleted Mortgage Loan;  (ii) be  accruing interest
(net of the related Servicing Fee) at a rate no lower than  and not more than
1% per  annum higher than,  that of the  Deleted Mortgage Loan; (iii)  have a
Loan-to-Value  Ratio no higher  than that of the  Deleted Mortgage Loan; (iv)
have a remaining term to maturity no greater than (and not more than one year
less than  that of) the Deleted Mortgage Loan; (v)  not be a Cooperative Loan
unless the Deleted Mortgage Loan was a Cooperative Loan and (vi)  comply with
each representation and warranty set forth in Section 2.03.

          Substitution Adjustment Amount:  The meaning ascribed to such term
          ------------------------------
pursuant to Section 2.03.

          Targeted Balance:  Not applicable.
          ----------------

          Targeted Principal Classes:  As specified in the Preliminary
          --------------------------
Statement.

          Tax Matters Person:  The person designated as "tax matters person"
          ------------------
in  the manner  provided under  Treasury  regulation Section 1.860F-4(d)  and
temporary Treasury  regulation Section 301.6231(a)(7)-1T.  Initially, the Tax
Matters Person shall be the Trustee.

          Tax Matters Person Certificate:  The Class A-R Certificate with a
          ------------------------------
Denomination of $1.00.

          Transfer:  Any direct or indirect transfer or sale of any Ownership
          --------
Interest in a Residual Certificate.

          Trust Fund:  The corpus of the trust created hereunder consisting
          ----------
of (i) the Mortgage Loans and all  interest and principal received on or with
respect thereto after  the Cut-off Date,  other than such amounts  which were
due on the Mortgage Loans on or before the Cut-off Date; (ii) the Certificate
Account  and  the  Distribution  Account and  all  amounts  deposited therein
pursuant to the applicable provisions of this Agreement;  (iii) property that
secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of
foreclosure or otherwise; and (iv)  all proceeds of the conversion, voluntary
or involuntary, of any of the foregoing.

          Trustee:  The Bank of New York and its successors and, if a
          -------
successor trustee is appointed hereunder, such successor.

          Trustee Fee:  As to any Distribution Date, an amount equal to one
          -----------
twelfth  of  the Trustee  Fee Rate  multiplied by  the Pool  Stated Principal
Balance with respect to such Distribution Date.

          Trustee Fee Rate:  With respect to each Mortgage Loan, the per
          ----------------
annum rate  agreed upon in  writing on or  prior to  the Closing Date  by the
Trustee and the Depositor.

          Unscheduled Principal Distribution Amounts:  As to any Distribution
          ------------------------------------------
Date, an  amount equal to the sum  of (i) with respect to  each Mortgage Loan
that became  a Liquidated Mortgage  Loan during the calendar  month preceding
the month of such Distribution Date, the Non-PO Percentage of the Liquidation
Proceeds allocable to  principal received with respect to  such Mortgage Loan
and (ii) the applicable Non-PO  Percentage of the amount described  in clause
(f)  of  the  definition  of  "Non-PO  Formula  Principal  Amount"  for  such
Distribution Date.

          Voting Rights:  The portion of the voting rights of all of the
          -------------
Certificates  which is  allocated to  any  Certificate.   As of  any  date of
determination, (a) 1% of  all Voting Rights shall be allocated  to each Class
of Notional Amount Certificates,  if any (such Voting Rights to  be allocated
among the holders of Certificates of each such Class in accordance with their
respective  Percentage Interests),  and (b) the  remaining Voting  Rights (or
100%  of  the  Voting  Rights  if  there  is  no  Class  of  Notional  Amount
Certificates) shall  be allocated among  Holders of the remaining  Classes of
Certificates in proportion  to the Certificate  Balances of their  respective
Certificates on such date.

          Withdrawal Date:  The 18th day of each month, or if such day is not
          ---------------
a Business Day, the next preceding Business Day.


                                  ARTICLE II

                        CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

          SECTION 2.01.  Conveyance of Mortgage Loans.
                         ----------------------------

          (a)   The  Seller,  concurrently with  the  execution and  delivery
hereof, hereby sells, transfers, assigns,  sets over and otherwise conveys to
the Depositor,  without recourse, all  the right, title  and interest  of the
Seller  in and to  the Mortgage Loans,  including all interest  and principal
received or receivable by the Seller on or with respect to the Mortgage Loans
after  the  Cut-off  Date and  all  interest  and principal  payments  on the
Mortgage Loans received prior to the  Cut-off Date in respect of installments
of  interest and  principal due  thereafter,  but not  including payments  of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off  Date.  On or prior to the  Closing Date, the Seller shall deliver to
the Depositor  or, at  the Depositor's  direction, to  the  Trustee or  other
designee of the Depositor, the Mortgage File for each Mortgage Loan listed in
the Mortgage  Loan Schedule.   Such delivery of  the Mortgage Files  shall be
made  against payment  by the  Depositor  of the  purchase price,  previously
agreed to  by the Seller and Depositor, for the Mortgage Loans.  With respect
to any Mortgage Loan that does not have a first payment date on or before the
Due  Date  in  the   month  of  the  first  Distribution  Date,  the  Trustee
acknowledges the deposit  into the Distribution Account on  the Closing Date,
of an  amount  equal to  one month's  interest at  the  related Adjusted  Net
Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

          (b)   The Depositor, concurrently  with the execution  and delivery
hereof, hereby sells, transfers, assigns,  sets over and otherwise conveys to
the Trustee for the benefit  of the Certificateholders, without recourse, all
the right, title  and interest  of the Depositor  in and  to the Trust  Fund,
together with the Depositor's right to require the Seller to cure  any breach
of a representation or warranty made herein by the Seller or to repurchase or
substitute for any affected Mortgage Loan in accordance herewith.

          (c)   In connection  with the transfer and  assignment set forth in
clause (b) above,  the Depositor has delivered  or caused to be  delivered to
the Trustee for the benefit of the Certificateholders the following documents
or instruments with respect to each Mortgage Loan so assigned:

               (i)   the  original  Mortgage  Note,  endorsed  by  manual  or
          facsimile signature  in blank in  the following form:   "Pay to the
          order of                                   without recourse", with
                   ---------------------------------
all intervening endorsements showing a complete chain of endorsement from the
          originator to  the Person  endorsing it to  the Trustee  (each such
          endorsement  being  sufficient  to transfer  all  right,  title and
          interest of  the  party so  endorsing,  as noteholder  or  assignee
          thereof, in and to that Mortgage Note);

              (ii)  except as provided below, the  original recorded Mortgage
          or a copy of such Mortgage certified by the Seller (or, in the case
          of a Mortgage  for which the related Mortgaged  Property is located
          in  the  Commonwealth of  Puerto  Rico,  a  copy of  such  Mortgage
          certified by  the applicable notary)  as being a true  and complete
          copy of the Mortgage;

             (iii)  a duly executed assignment of the Mortgage  (which may be
          included  in a blanket  assignment or assignments),  together with,
          except as provided below, all interim recorded  assignments of such
          mortgage (each such assignment, when duly and validly completed, to
          be in  recordable form and  sufficient to effect the  assignment of
          and transfer to  the assignee thereof, under the  Mortgage to which
          the assignment relates); provided that, if the related
                                         --------
Mortgage has not  been returned from the applicable  public recording office,
such assignment of the Mortgage may exclude the information to be provided by
the recording office; provided, further that such assignment of Mortgage
                      --------  -------
need  not be  delivered  in the  case  of a  Mortgage for  which  the related
Mortgage Property is located in the Commonwealth of Puerto Rico.

              (iv)  the original or copies of each assumption,  modification,
          written assurance or substitution agreement, if any;

               (v)    except as  provided  below, the  original  or duplicate
          original lender's title policy and all riders thereto; and

              (vi)  in the  case of a Cooperative Loan, the  originals of the
          following documents or instruments:

               (a)  The Coop Shares, together with a stock power in blank;

               (b)  The executed Security Agreement;

               (c)  The executed Proprietary Lease;

               (d)  The executed Recognition Agreement;

               (e)  The executed assignment of Recognition Agreement;

               (f)  The executed UCC-1  financing statement with  evidence of
                    recording thereon  which have  been filed  in all  places
                    required to  perfect the  Seller's interest  in the  Coop
                    Shares and the Proprietary Lease; and

               (g)  Executed UCC-3 financing  statements or other appropriate
                    UCC   financing   statements  required   by   state  law,
                    evidencing  a  complete   and  unbroken  line   from  the
                    mortgagee  to  the  Trustee  with evidence  of  recording
                    thereon (or in a form suitable for recordation).

          In  the  event  that  in  connection with  any  Mortgage  Loan  the
Depositor cannot deliver (a) the  original recorded Mortgage, (b) all interim
recorded  assignments or  (c) the  lender's title  policy (together  with all
riders  thereto) satisfying  the requirements  of clause  (ii), (iii)  or (v)
above,  respectively, concurrently  with the  execution  and delivery  hereof
because such document or documents have not been returned from the applicable
public recording office in the case of clause (ii) or (iii) above, or because
the title policy has not been delivered  to either the Master Servicer or the
Depositor by the  applicable title insurer in  the case of clause  (v) above,
the Depositor shall  promptly deliver to the  Trustee, in the case  of clause
(ii) or  (iii) above, such original  Mortgage or such interim  assignment, as
the case may  be, with evidence of  recording indicated thereon upon  receipt
thereof from  the public recording  office, or a copy  thereof, certified, if
appropriate, by the relevant recording office, but in no event shall any such
delivery of the  original Mortgage Loan and each such interim assignment or a
copy thereof, certified, if appropriate, by the relevant recording office, be
made  later than  one year  following the Closing  Date, or,  in the  case of
clause (v) above, later than  120 days following the Closing Date;  provided,
however, that in the event the Depositor is unable to deliver by such date---
_______
- ----- each Mortgage  and each such interim  assignment by reason of  the fact
that any such documents have not  been returned by the appropriate  recording
office, or, in the case of each such interim assignment, because  the related
Mortgage  has not  been returned  by  the appropriate  recording office,  the
Depositor shall deliver such documents to the Trustee as promptly as possible
upon receipt thereof and, in any event, within 720 days following the Closing
Date.  The  Depositor shall forward or  cause to be forwarded  to the Trustee
(a) from time to time  additional original documents evidencing an assumption
or modification of a Mortgage Loan and (b) any other documents required to be
delivered by the  Depositor or the  Master Servicer to the  Trustee.  In  the
event that the  original Mortgage is not delivered and in connection with the
payment  in full  of the  related Mortgage Loan  the public  recording office
requires the presentation of a  "lost instruments affidavit and indemnity" or
any equivalent document, because only a copy of the Mortgage can  be
delivered with  the instrument of satisfaction  or reconveyance, the
Master Servicer shall execute  and deliver or cause to be  executed and
delivered such a  document to the public  recording office.  In the  case
where a public recording  office retains the original recorded Mortgage or
in the case  where a Mortgage  is lost after  recordation in a  public
recording office, the  Seller shall  deliver to  the Trustee  a copy  of
such  Mortgage certified  by such public recording office to be  a true and
complete copy of the original recorded Mortgage.

          As   promptly  as  practicable  subsequent  to  such  transfer  and
assignment, and in any event, within thirty (30) days thereafter, the Trustee
shall  (i) affix the  Trustee's name to  each assignment of  Mortgage, as the
assignee thereof, (ii) cause such assignment to be in proper form for record-
ing in  the appropriate public office for real property records within thirty
(30) days after receipt thereof and (iii) cause to be delivered for recording
in the appropriate public office for real property records the assignments of
the Mortgages to  the Trustee, except that, with respect to any assignment of
a Mortgage as to which the Trustee has not received the  information required
to prepare such assignment in recordable form, the Trustee's obligation to do
so and to deliver the same for such recording shall be as soon as practicable
after receipt of  such information and in  any event within thirty  (30) days
after the receipt thereof, and the Trustee need  not cause to be recorded any
assignment which  relates to a  Mortgage Loan (a) the  Mortgaged Property and
Mortgage File relating to which are located in California or (b) in any other
jurisdiction (including Puerto Rico) under the laws of which, as evidenced by
an Opinion of  Counsel delivered by the  Seller (at the Seller's  expense) to
the Trustee, the  recordation of such assignment is not  necessary to protect
the Trustee's and  the Certificateholders' interest  in the related  Mortgage
Loan.

          In  the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, will  deposit in  the Certificate  Account the  portion of  such
payment that is required to be deposited in the  Certificate Account pursuant
to Section 3.08.

          SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans.
                         -----------------------------------------------

          The Trustee acknowledges receipt of the documents identified in the
Initial  Certification in the form  annexed hereto as  Exhibit G and declares
that it holds and will hold such documents and the other  documents delivered
to it constituting the Mortgage  Files, and that it  holds or will hold  such
other  assets as are included  in the Trust Fund, in  trust for the exclusive
use and  benefit of all  present and future Certificateholders.   The Trustee
acknowledges that it will maintain possession of the Mortgage Notes in  the 
State of California, unless otherwise  permitted  by  the  Rating Agencies.

          The Trustee agrees  to execute and  deliver on the Closing  Date to
the Depositor, the Master Servicer and the Seller an Initial Certification in
the form annexed hereto  as Exhibit G.  Based on  its review and examination,
and only  as to the documents  identified in such Initial  Certification, the
Trustee acknowledges  that such  documents appear regular  on their  face and
relate to  such  Mortgage Loan.    The Trustee  shall  be  under no  duty  or
obligation  to  inspect,  review  or  examine  said  documents,  instruments,
certificates  or  other  papers  to  determine that  the  same  are  genuine,
enforceable  or appropriate  for the  represented purpose  or that  they have
actually been recorded in the real estate records or that they are other than
what they purport to be on their face.

          Not  later than 90 days  after the Closing  Date, the Trustee shall
deliver  to  the  Depositor,  the  Master Servicer  and  the  Seller  a Final
Certification in  the form annexed hereto  as Exhibit H, with  any applicable
exceptions noted thereon.

          If, in the course  of such review,  the Trustee finds any  document
constituting a  part of a Mortgage File which  does not meet the requirements
of  Section 2.01, the  Trustee shall list  such as an exception  in the Final
Certification; provided, however, that the Trustee shall not make any
               --------  -------
determination as to whether (i) any endorsement is sufficient to transfer all
right, title  and  interest  of the  party  so endorsing,  as  noteholder  or
assignee thereof, in and to  that Mortgage Note or (ii) any  assignment is in
recordable form or is sufficient to effect  the assignment of and transfer to
the assignee thereof under the mortgage to which the assignment relates.  The
Seller  shall promptly correct  or cure such  defect within 90  days from the
date it was so notified of such defect and, if the Seller does not correct or
cure such defect within such  period, the Seller shall either  (a) substitute
for the related Mortgage Loan  a Substitute Mortgage Loan, which substitution
shall be accomplished in  the manner and subject to the  conditions set forth
in Section 2.03, or (b) purchase  such Mortgage Loan from the Trustee  within
90 days  from the date the Seller  was notified of such defect  in writing at
the Purchase Price of such Mortgage Loan; provided,
                                          --------
however, that in no event shall such substitution  or purchase occur more
- -------
than 540  days from  the Closing  Date, except  that if  the substitution  or
purchase of a Mortgage Loan pursuant to this provision is required  by reason
of a delay in delivery of any  documents by the appropriate recording office,
and there is a dispute  between either the Master Servicer or the  Seller and
the Trustee  over the location or status of  the recorded document, then such
substitution or purchase shall occur  within 720 days from the Closing  Date.
The Trustee shall  deliver written notice  to each Rating  Agency within  270
days from the  Closing Date indicating each  Mortgage Loan (a) which  has not
been returned by the appropriate recording office or (b) as to which there is
a dispute as to location or status  of such Mortgage  Loan.  Such  notice
shall be  delivered every 90 days thereafter until the  related Mortgage
Loan is returned to  the Trustee.  Any such substitution pursuant to (a)
above or purchase pursuant to (b) above shall not be  effected prior to the
delivery to the  Trustee of the Opinion of  Counsel required by  Section
2.05,  if any, and  any substitution pursuant to (a) above shall not be
effected prior to the  additional delivery to the Trustee of a Request for 
Release substantially in the form of Exhibit N.  No substitution is
permitted to  be made in any calendar month after  the Determination Date
for such month.  The Purchase Price for any  such Mortgage Loan shall be
deposited by the Seller in the  Certificate Account on or prior to the
Distribution  Account Deposit Date  for the  Distribution Date in  the month
following the month of repurchase and, upon receipt of such deposit and
certification  with respect  thereto in  the  form of  Exhibit N  hereto,
the Trustee  shall release  the related  Mortgage File  to  the Seller  and
shall execute  and deliver at the Seller's request  such instruments of
transfer or assignment prepared by the Seller, in each case without
recourse, as shall be necessary to vest in the Seller, or a designee, the
Trustee's interest in any Mortgage Loan released pursuant hereto.

          The Trustee  shall retain possession  and custody of  each Mortgage
File  in accordance with  and subject to  the terms and  conditions set forth
herein.  The Master Servicer shall promptly  deliver to the Trustee, upon the
execution  or receipt  thereof,  the  originals of  such  other documents  or
instruments constituting the Mortgage File as come into the possession of the
Master Servicer from time to time.

          It is  understood and agreed that  the obligation of the  Seller to
substitute for  or to  purchase any  Mortgage Loan  which does  not meet  the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect  available to  the Trustee,  the  Depositor and  any Certificateholder
against the Seller.

          SECTION 2.03.  Representations, Warranties and Covenants of the
                         ------------------------------------------------
Seller and the Master Servicer.
- ------------------------------

          (a)   Indy Mac, in  its capacities  as Seller and  Master Servicer,
hereby  makes the  representations and  warranties set  forth in  Schedule II
hereto, and  by this reference incorporated herein,  to the Depositor and the
Trustee,  as of the Closing Date, or if  so specified therein, as of the Cut-
off Date.

          (b)  The Seller, in its capacity as Seller, hereby makes the repre-
sentations  and warranties  set  forth in  Schedule III  hereto, and  by this
reference incorporated herein, to  the Depositor and  the Trustee, as of  the
Closing Date, or if so specified therein, as of the Cut-off Date.

          (c)  Upon discovery by any  of the parties hereto of a breach  of a
representation or  warranty made pursuant to Section  2.03(b) that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party  discovering such breach shall give prompt  notice thereof to
the other parties.   The Seller hereby covenants  that within 90 days  of the
earlier of its discovery or its receipt of written notice from any party of a
breach of  any representation  or warranty made  pursuant to  Section 2.03(b)
which   materially   and    adversely   affects   the   interests    of   the
Certificateholders in any  Mortgage Loan,  it shall cure  such breach in  all
material respects, and if such breach is not so cured,  shall, (i) if such 90
day period  expires  prior to  the second  anniversary of  the Closing  Date,
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and
                              ---------------------
substitute in its place a Substitute Mortgage Loan, in the manner and subject
to  the conditions  set forth in  this Section  2.03; or (ii)  repurchase the
affected Mortgage Loan  or Mortgage Loans  from the  Trustee at the  Purchase
Price in the manner set forth below; provided, however, that any such substi-
                                     --------  -------
tution pursuant  to (i) above shall not be  effected prior to the delivery to
the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a
Request for Release substantially in the form of Exhibit N, and  the Mortgage
File  for  any such  Substitute  Mortgage Loan.  In connection with any obli-
gation  of  the  Seller to repurchase or substitute an affected Mortgage Loan
pursuant  to  this Section 2.03 as a result of material damage to the related
Mortgage  Property  attributable to the  Flood,  the Seller agrees to use its
best efforts to effect a substitution of such affected Mortgage Loan pursuant
to clause (i) above.  The Seller shall promptly reimburse the Master Servicer
and the Trustee for any  expenses reasonably incurred by the  Master Servicer
or the  Trustee in  respect of  enforcing the remedies for such breach.  With
respect to the representations and warranties described in this  Section 2.03
which are made to  the best of  the Seller's knowledge,  if it is  discovered
by either the Depositor, the Seller or the Trustee that the substance of such
representation  and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan or the interests  of
the  Certificateholders   therein,   notwithstanding  the  Seller's  lack  of
knowledge  with  respect to the substance of such representation or warranty,
such inaccuracy shall  be deemed a breach of the applicable representation or
warranty.

          With respect to  any Substitute Mortgage Loan or  Loans, the Seller
shall deliver  to the Trustee for  the benefit of the  Certificateholders the
Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such
other documents  and agreements as  are required  by Section  2.01, with  the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01.
No substitution  is permitted  to be  made in  any calendar  month after  the
Determination Date for such  month.  Scheduled Payments  due with respect  to
Substitute Mortgage  Loans in the month of substitution  shall not be part of
the Trust Fund  and will  be retained by  the Seller on  the next  succeeding
Distribution  Date.    For  the   month  of  substitution,  distributions  to
Certificateholders will include the monthly  payment due on any Deleted Mort-
gage Loan  for such  month and  thereafter the  Seller shall  be entitled  to
retain all amounts received in respect of such Deleted Mortgage Loan.

          The Master Servicer shall amend  the Mortgage Loan Schedule for the
benefit  of the  Certificateholders to  reflect the  removal of  such Deleted
Mortgage Loan and  the substitution of the Substitute Mortgage  Loan or Loans
and the Master Servicer shall  deliver the amended Mortgage Loan Schedule  to
the Trustee.   Upon such substitution, the  Substitute Mortgage Loan or Loans
shall be subject  to the terms  of this  Agreement in all  respects, and  the
Seller shall be deemed to have made with respect to such  Substitute Mortgage
Loan  or Loans,  as  of the  date of  substitution,  the representations  and
warranties made  pursuant to  Section 2.03(b) with  respect to  such Mortgage
Loan.  Upon any such substitution and the deposit to the  Certificate Account
of the  amount  required to  be  deposited therein  in  connection with  such
substitution  as described  in  the following  paragraph,  the Trustee  shall
release  the Mortgage  File held  for the  benefit of  the Certificateholders
relating to such  Deleted Mortgage Loan to  the Seller and shall  execute and
deliver at the Seller's direction  such instruments of transfer or assignment
prepared by the Seller, in each case without recourse, as shall  be necessary
to vest title in  the Seller, or its designee, the  Trustee's interest in any
Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

          For  any  month  in  which  the  Seller  substitutes  one  or  more
Substitute Mortgage Loans for one or more Deleted Mortgage  Loans, the Master
Servicer will determine the amount (if any) by which the aggregate  principal
balance of all such Substitute Mortgage Loans  as of the date of substitution
is  less than  the aggregate  Stated Principal  Balance of  all  such Deleted
Mortgage Loans (after  application of the scheduled principal  portion of the
monthly payments  due in  the month  of substitution).   The  amount of  such
shortage (the "Substitution Adjustment Amount") plus an amount equal to the
               ------------------------------
aggregate of any unreimbursed Advances  and Servicer Advances with respect to
such Deleted Mortgage  Loans shall be deposited into  the Certificate Account
by the  Seller on  or before the  Distribution Account  Deposit Date  for the
Distribution Date in the month succeeding the calendar month during which the
related Mortgage Loan became required to be purchased or replaced hereunder.

          In  the event  that the  Seller shall  have repurchased  a Mortgage
Loan,  the Purchase  Price therefor  shall  be deposited  in the  Certificate
Account  pursuant to  Section  3.08  on or  before  the Distribution  Account
Deposit Date  for the  Distribution  Date in  the month  following the  month
during which the  Seller became obligated hereunder to  repurchase or replace
such Mortgage Loan and upon such deposit of the Purchase Price,  the delivery
of the Opinion of Counsel required  by Section 2.05 and receipt of  a Request
for  Release in the form  of Exhibit N hereto, the  Trustee shall release the
related Mortgage File held for the benefit of the  Certificateholders to such
Person, and the Trustee shall execute and deliver at such Person's  direction
such instruments of transfer or assignment  prepared by  such Person,  in
each  case without  recourse, as shall be necessary to transfer  title from
the Trustee.  It is understood and agreed  that  the obligation  under  this
Agreement  of  any Person  to cure, repurchase or replace any Mortgage Loan
as to which a breach has occurred and is  continuing  shall  constitute  the
sole  remedy  against  such  Persons respecting such breach available to
Certificateholders, the  Depositor or the Trustee on their behalf.

          The  representations and warranties  made pursuant to  this Section
2.03 shall survive delivery of  the respective Mortgage Files to  the Trustee
for the benefit of the Certificateholders.


          SECTION 2.04.  Representations and Warranties of the Depositor as
                         --------------------------------------------------
to the Mortgage Loans.
- ---------------------

          The Depositor hereby  represents and warrants  to the Trustee  with
respect to each Mortgage  Loan as of the  date hereof or such other  date set
forth  herein that as of the Closing  Date, and following the transfer of the
Mortgage  Loans to it  by the  Seller, the  Depositor had  good title  to the
Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses or
counterclaims.

          The Depositor hereby assigns, transfers  and conveys to the Trustee
all of  its rights  with respect  to the  Mortgage  Loans including,  without
limitation, the representations and warranties of the Seller made pursuant to
Section 2.03(b), together  with all rights  of the  Depositor to require  the
Seller to  cure any  breach thereof or  to repurchase  or substitute  for any
affected Mortgage Loan in accordance with this Agreement.

          It is understood and agreed that the representations and warranties
set forth in this  Section 2.04 shall survive delivery of  the Mortgage Files
to the  Trustee.  Upon discovery by the Depositor  or the Trustee of a breach
of  any of  the foregoing representations  and warranties  set forth  in this
Section  2.04 (referred to herein as a "breach"), which breach materially and
adversely  affects  the   interest  of  the  Certificateholders,   the  party
discovering such breach shall give prompt written notice to the others and to
each Rating Agency.

          SECTION 2.05.  Delivery of Opinion of Counsel in Connection with
                         -------------------------------------------------
Substitutions and Repurchases.
- -----------------------------

          (a)  Notwithstanding any  contrary provision of this Agreement,  no
substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days
after the Closing Date  unless the Seller delivers to the  Trustee an Opinion
of Counsel, which  Opinion of Counsel shall  not be at the  expense of either
the  Trustee or the Trust Fund, addressed to  the Trustee, to the effect that
such substitution will not (i) result in the imposition of the tax on
"prohibited  transactions"  on  the  Trust Fund  or  contributions  after the
Startup Date,  as defined  in Sections  860F(a)(2) and  860G(d) of the  Code,
respectively or (ii) cause the Trust Fund  hereunder to fail to qualify as  a
REMIC at any time that any Certificates are outstanding.

          (b)   Upon  discovery  by  the Depositor,  the  Seller, the  Master
Servicer,  or  the Trustee  that  any  Mortgage Loan  does  not constitute  a
"qualified mortgage"  within the meaning  of Section 860G(a)(3) of  the Code,
the party discovering  such fact shall promptly (and in any event within five
(5) Business  Days of discovery)  give written  notice thereof  to the  other
parties.  In  connection therewith, the Trustee shall  require the Seller, at
the Seller's option, to either  (i) substitute, if the conditions  in Section
2.03(c) with  respect to substitutions  are satisfied, a  Substitute Mortgage
Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage
Loan within  90 days  of such  discovery in  the same  manner as  it would  a
Mortgage Loan for  a breach of  representation or warranty  made pursuant  to
Section 2.03.   The Trustee shall reconvey to the Seller the Mortgage Loan to
be released  pursuant hereto in  the same manner, and  on the same  terms and
conditions,  as  it  would  a  Mortgage Loan  repurchased  for  breach  of  a
representation or warranty contained in Section 2.03.

          SECTION 2.06.  Execution and Delivery of Certificates.
                         --------------------------------------

          The Trustee acknowledges  the transfer and assignment to  it of the
Trust Fund and, concurrently with  such transfer and assignment, has executed
and  delivered to  or upon the  order of  the Depositor, the  Certificates in
authorized  denominations  evidencing  directly  or  indirectly   the  entire
ownership of the Trust  Fund.  The Trustee agrees to hold  the Trust Fund and
exercise  the rights  referred to above  for the  benefit of all  present and
future  Holders of the  Certificates and to  perform the duties  set forth in
this  Agreement to the best of its ability,  to the end that the interests of
the Holders of the Certificates may be adequately and effectively protected.

          SECTION 2.07.  REMIC Matters.
                         -------------

          The Preliminary Statement  sets forth the designations  and "latest
possible  maturity date"  for federal  income tax  purposes of  all interests
created hereby.  The "Startup Day" for purposes of the REMIC Provisions shall
be the Closing Date.  The "tax matters person" with respect to the Trust Fund
hereunder shall  be the Trustee  and the Trustee  shall hold the  Tax Matters
Person Certificate.  The Trust Fund's fiscal year shall be the calendar year.

          SECTION 2.08.  Covenants of the Master Servicer.
                         --------------------------------

          The  Master  Servicer hereby  covenants  to the  Depositor  and the
Trustee as follows:

          (a)  the  Master Servicer shall  comply in  the performance of  its
obligations  under this Agreement with all  reasonable rules and requirements
of the insurer under each Required Insurance Policy; and

          (b)  no  written information, certificate of  an officer, statement
furnished  in writing  or  written  report delivered  to  the Depositor,  any
affiliate of the Depositor or the Trustee and prepared by the Master Servicer
pursuant to this  Agreement will contain  any untrue statement of  a material
fact  or omit to  state a material  fact necessary to  make such information,
certificate, statement or report not misleading.


                                 ARTICLE III

                         ADMINISTRATION AND SERVICING
                              OF MORTGAGE LOANS

          SECTION 3.01.  Master Servicer to Service Mortgage Loans.
                         -----------------------------------------

          For  and on behalf  of the Certificateholders,  the Master Servicer
shall service and administer the Mortgage  Loans in accordance with the terms
of this Agreement  and customary and usual  standards of practice of  prudent
mortgage  loan   servicers.     In   connection  with   such  servicing   and
administration, the  Master Servicer  shall  have full  power and  authority,
acting alone and/or through Servicers as  provided in Section 3.02, to do  or
cause to be done any and all  things that it may deem necessary or  desirable
in  connection  with such  servicing  and administration,  including  but not
limited  to, the  power and authority,  subject to  the terms hereof,  (i) to
execute and  deliver, on  behalf of the  Certificateholders and  the Trustee,
customary consents  or waivers and  other instruments and documents,  (ii) to
consent  to  transfers of  any  Mortgaged  Property  and assumptions  of  the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement),  (iii) to  collect any Insurance  Proceeds and  other Liquidation
Proceeds,  and (iv)  to effectuate  foreclosure  or other  conversion of  the
ownership of the Mortgaged Property securing any Mortgage Loan; provided that
                                                                --------
the Master  Servicer shall  not take,  or permit  any Servicer  to take,  any
action that  is inconsistent with  or prejudices  the interests of  the Trust
Fund or the Certificateholders in any Mortgage  Loan or the rights and inter-
ests  of the  Depositor, the  Trustee and  the Certificateholders  under this
Agreement.   The Master Servicer shall represent and protect the interests of
the  Trust Fund  in  the same  manner  as it  protects its  own  interests in
mortgage loans  in its own portfolio  in any claim, proceeding  or litigation
regarding a Mortgage  Loan and  shall not  make or  permit any  modification,
waiver or amendment  of any term of  any Mortgage Loan which  would cause the
Trust Fund to fail to qualify  as a REMIC or result in the  imposition of any
tax under  Section 860F(a) or Section 860G(d) of  the Code.  Without limiting
the generality of the foregoing, the  Master Servicer, in its own name  or in
the  name  of  any Servicer  or  the  Depositor and  the  Trustee,  is hereby
authorized  and empowered by  the Depositor and the  Trustee, when the Master
Servicer or the Servicer, as the case may be, believes it  appropriate in its
reasonable  judgment, to execute and  deliver, on behalf  of the Trustee, the
Depositor, the Certificateholders  or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other  comparable instruments,  with respect to  the Mortgage  Loans, and
with respect  to  the  Mortgaged  Properties held  for  the  benefit  of  the
Certificateholders.   The Master  Servicer shall prepare  and deliver  to the
Depositor and/or the Trustee such documents requiring execution  and delivery
by either or both of them as are necessary or appropriate to enable the
Master Servicer to service and  administer the Mortgage Loans  to the extent
that  the Master Servicer is not permitted  to execute and deliver such 
documents pursuant to the preceding sentence.  Upon receipt of such
documents, the Depositor and/or the  Trustee shall  execute such  documents
and  deliver them  to the  Master Servicer.

          In  accordance with the  standards of the  preceding paragraph, the
Master Servicer shall advance or cause to  be advanced funds as necessary for
the purpose  of  effecting  the  payment  of taxes  and  assessments  on  the
Mortgaged Properties,  which  advances shall  be  reimbursable in  the  first
instance  from related  collections from the  Mortgagors pursuant  to Section
3.09, and  further as provided in  Section 3.11.   The costs incurred  by the
Master  Servicer, if  any,  in effecting  the  timely payments  of  taxes and
assessments on the Mortgaged Properties and  related insurance premiums shall
not,  for   the  purpose  of   calculating  monthly   distributions  to   the
Certificateholders, be added to the  Stated Principal Balances of the related
Mortgage  Loans, notwithstanding  that the  terms of  such Mortgage  Loans so
permit.

          SECTION 3.02.  Subservicing; Enforcement of the Obligations of
                         -----------------------------------------------
Servicers.
- ---------

          (a)   The Master Servicer may  arrange for the subservicing  of any
Mortgage Loan by a Servicer pursuant to a Servicing Agreement; provided,
                                                               --------
however, that such subservicing arrangement and the terms of the related
- -------
subservicing agreement must provide for  the servicing of such Mortgage Loans
in  a  manner   consistent  with  the  servicing   arrangements  contemplated
hereunder.  Each Servicer of a Mortgage Loan shall be entitled to receive and
retain, as  provided in the related Servicing  Agreement and in Section 3.17,
the related Servicing Fee from payments of interest received on such Mortgage
Loan after  payment of  all amounts  required to  be remitted  to the  Master
Servicer in  respect of  such Mortgage  Loan.   Unless the  context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master  Servicer in servicing the Mortgage  Loans include actions taken or to
be  taken by a  Servicer on  behalf of the  Master Servicer.   Each Servicing
Agreement  will be  based upon  such terms  and  conditions as  are generally
required or permitted  by the Seller/Servicer Guide and  are not inconsistent
with this Agreement and as the Master Servicer and the Servicer  have agreed.
With the  approval  of the  Master  Servicer,  a Servicer  may  delegate  its
servicing obligations to third-party servicers, but such Servicer will remain
obligated under  the related  Servicing Agreement.   The Master  Servicer and
Servicer may enter  into amendments to the  related Servicing Agreement  or a
different form of Servicing Agreement; provided, however, that any such
                                       --------  -------
amendments or  different forms shall  be consistent with and  not violate the
provisions of either this Agreement or the Seller/Servicer Guide in a  manner
which would materially and adversely affect the interests of the
Certificateholders.

          (b)   For purposes of this Agreement,  the Master Servicer shall be
deemed to have received any  collections, recoveries or payments with respect
to the  Mortgage Loans that are received by  a Servicer regardless of whether
such payments are remitted by the Servicer to the Master Servicer.

          (c)   As  part of  its servicing  activities hereunder,  the Master
Servicer, for  the benefit of  the Trustee and the  Certificateholders, shall
use its best reasonable efforts  to enforce the obligations of  each Servicer
under the related Servicing Agreement, to the extent that the non-performance
of any such obligation  would have material and adverse effect  on a Mortgage
Loan.  Such enforcement, including, without limitation, the legal prosecution
of  claims, termination  of Servicing  Agreements  and the  pursuit of  other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment,
would require were  it the owner of  the related Mortgage Loans.   The Master
Servicer shall pay  the costs  of such  enforcement at its  own expense,  and
shall be reimbursed therefor only (i) from a general  recovery resulting from
such enforcement  to  the extent,  if  any, that  such  recovery exceeds  all
amounts due in respect of the related  Mortgage Loan or (ii) from a  specific
recovery of costs, expenses  or attorneys fees against the party against whom
such enforcement is directed.

          SECTION 3.03.  Successor Servicers.
                         -------------------

          The Master  Servicer shall be  entitled to terminate  any Servicing
Agreement that may exist in accordance with the terms and conditions  of such
Servicing Agreement and  without any limitation by virtue  of this Agreement;
provided, however, that in the event of termination of any Servicing
- --------  -------
Agreement  by the Master Servicer or the  Servicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Servicing
Agreement with a successor Servicer  which will be bound by the terms  of the
related Servicing Agreement.  If the Master  Servicer or any affiliate of the
Master  Servicer acts  as  servicer, it  will  not assume  liability  for the
representations and  warranties of  the Servicer which  it replaces.   If the
Master Servicer enters into a  Servicing Agreement with a successor Servicer,
the  Master Servicer  shall  use  reasonable efforts  to  have the  successor
Servicer assume liability for the  representations and warranties made by the
terminated Servicer  in respect  of the related  Mortgage Loans  and, in  the
event of any such assumption  by the successor Servicer, the  Master Servicer
may,  in  the exercise  of  its  business  judgment, release  the  terminated
Servicer from liability for such representations and warranties.

          SECTION 3.04.  Liability of the Master Servicer.
                         --------------------------------

          Notwithstanding any Servicing  Agreement, any of the  provisions of
this  Agreement relating  to agreements  or arrangements  between the  Master
Servicer or a Servicer  or references to actions taken through  a Servicer or
otherwise,  the Master  Servicer shall  remain  obligated and  liable to  the
Trustee and  Certificateholders for  the servicing and  administering of  the
Mortgage  Loans in  accordance with  the provisions  of Section  3.01 without
diminution  of such  obligation  or  liability by  virtue  of such  Servicing
Agreements or arrangements or by  virtue of indemnification from the Servicer
and to  the same extent  and under  the same terms  and conditions as  if the
Master Servicer  alone were servicing  and administering the  Mortgage Loans.
The Master  Servicer shall  be entitled to  enter into  any agreement  with a
Servicer or  Seller for  indemnification of the  Master Servicer  and nothing
contained  in  this  Agreement  shall  be  deemed  to  limit  or  modify such
indemnification.

          SECTION 3.05.  No Contractual Relationship Between Servicers and
                         -------------------------------------------------
the Trustee.
- -----------

          Any  Servicing Agreement  that may  be entered  into and  any other
transactions or services relating to  the Mortgage Loans involving a Servicer
in  its capacity  as such  and not  as an  originator shall  be deemed  to be
between the  Servicer  and the  Master  Servicer alone  and  the Trustee  and
Certificateholders  shall not  be deemed  parties thereto  and shall  have no
claims,  rights,  obligations, duties  or  liabilities  with  respect to  the
Servicer in its capacity as such except as set forth in Section 3.07.

          SECTION 3.06.  Rights of the Depositor and the Trustee in Respect
                         --------------------------------------------------
of the Master Servicer.
- ----------------------

          The Depositor may, but is not obligated to, enforce the obligations
of the  Master Servicer hereunder and may, but  is not obligated to, perform,
or cause  a designee  to  perform, any  defaulted  obligation of  the  Master
Servicer hereunder  and in connection  with any such defaulted  obligation to
exercise the related rights of the Master Servicer hereunder; provided that
                                                              --------
the Master Servicer shall not be relieved of any of its obligations hereunder
by virtue of such performance by the Depositor or  its designee.  Neither the
Trustee nor the  Depositor shall have any responsibility or liability for any
action or  failure to act by the Master Servicer nor shall the Trustee or the
Depositor be  obligated to supervise  the performance of the  Master Servicer
hereunder or otherwise.

          SECTION 3.07.  Trustee to Act as Master Servicer.
                         ---------------------------------

          In the  event  that the  Master Servicer  shall for  any reason 
no longer be the Master  Servicer hereunder (including by reason of  an
Event of Default), the Trustee or its successor shall thereupon assume  all
of the  rights and  obligations of the  Master Servicer hereunder arising
thereafter (except that the Trustee shall not be (i) liable for losses  of
the Master  Servicer pursuant to Section  3.12 or any  acts or omissions of
the  predecessor Master Servicer  hereunder), (ii) obligated  to make 
Advances if  it is prohibited  from doing  so by applicable  law, (iii)
obligated  to effectuate  repurchases  or  substitutions  of  Mortgage 
Loans hereunder, including but not limited to repurchases or substitutions
pursuant to Section 2.02 or 2.03, (iv) responsible for expenses of the
Master Servicer pursuant to  Section 2.03 or (v) deemed to  have made any
representations and warranties  of the Master Servicer  hereunder.  Any 
such assumption shall be subject to  Section 7.02.   If the  Master Servicer
shall  for any  reason no longer be the Master Servicer (including by reason
of any Event  of Default), the Trustee or its  successor shall succeed to
any rights  and obligations of the  Master Servicer  under  each Servicing 
Agreement.   The Trustee  or the successor servicer for the Trustee shall be
deemed to have assumed all of the Master Servicer's interest  therein and to
have replaced  the Master Servicer as a party to any Servicing Agreement
entered into by the  Master Servicer as contemplated by Section 3.02 to the
same extent as if the Servicing Agreement had been assigned to the assuming
party except that the Master Servicer shall not  be relieved  of any 
liability or obligations  under any  such Servicing Agreement.

          The Master Servicer shall, upon request of  the Trustee, but at the
expense  of the Master Servicer, deliver  to the assuming party all documents
and records  relating to  each Servicing  Agreement  or substitute  servicing
agreement  and the  Mortgage  Loans  then being  serviced  thereunder and  an
accounting of amounts  collected or  held by  it and otherwise  use its  best
efforts  to effect  the  orderly  and efficient  transfer  of the  substitute
Servicing Agreement to the assuming party.

          SECTION 3.08.  Collection  of  Mortgage  Loan  Payments;  Servicing
                         Accounts; Collection Account; Certificate Account;
Distribution Account.    --------------------------------------------------
- --------------------

          (a)    The  Master  Servicer  shall   make  reasonable  efforts  in
accordance  with the  customary and  usual standards  of practice  of prudent
mortgage servicers to  collect all  payments called for  under the terms  and
provisions  of the  Mortgage Loans  to the  extent such  procedures shall  be
consistent  with this Agreement  and the terms and  provisions of any related
Required  Insurance  Policy.    Consistent  with  the foregoing,  the  Master
Servicer may  in its  discretion (i)  waive any  late payment  charge or  any
prepayment charge or  penalty interest in connection with the prepayment of a
Mortgage Loan and  (ii) extend the due  dates for payments due on  a Mortgage
Note for a period not greater than 120 days; provided, however, that the
                                             --------  -------
Master Servicer cannot extend the maturity of any such Mortgage Loan past the
date on which the final payment is due on the latest maturing Mortgage Loan
as of the Cut-off Date.  In the event of any such arrangement, the Master
Servicer shall make  Advances on the related Mortgage Loan in  accordance
with the  provisions of Section 4.01  during the scheduled  period  in 
accordance  with the  amortization  schedule  of  such Mortgage Loan without
modification thereof by  reason of such  arrangements. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note  or
otherwise  or  against  any public  or  governmental authority  with respect
to a taking or condemnation) if it reasonably believes that enforcing the
provision  of the  Mortgage or  other instrument pursuant  to which  such
payment is required is prohibited by applicable law.

          (b)   In those  cases where a Servicer  is servicing Mortgage Loans
pursuant  to a  Servicing  Agreement,  the Master  Servicer  shall cause  the
Servicer, pursuant to the Servicing  Agreement, to establish and maintain one
or more Servicing Accounts,  each of which shall be an Eligible Account.  The
Servicer will be  required under its Servicing Agreement to  deposit into the
Servicing Account on a daily basis  no later than the Business Day  following
receipt, all  proceeds of Mortgage  Loans received by the  Servicer, less its
Servicing Fees and unreimbursed Servicer Advances and expenses, to the extent
permitted by the  Servicing Agreement.  The Servicer shall not be required to
deposit in the  Servicing Account  payments or collections  in the nature  of
prepayment charges or late charges.

          (c)  The Master Servicer  shall establish and maintain a Collection
Account into which the Master Servicer shall deposit or cause to be deposited
on or before each Withdrawal Date payments, collections and Servicer Advances
remitted by Servicers in respect of the Mortgage Loans.

          (d)  On or before the  Withdrawal Date in each calendar month,  the
Master  Servicer  shall  cause  the   Servicer,  pursuant  to  the  Servicing
Agreement, to  remit to  the Master  Servicer for deposit  in the  Collection
Account all funds held in the Servicing Account with respect to each Mortgage
Loan serviced by such Servicer that are required to be remitted to the Master
Servicer.   The Servicer  will also  be required,  pursuant to  the Servicing
Agreement, to advance on or before each such Withdrawal Date amounts equal to
any Scheduled Payments (net  of its Servicing Fees with  respect thereto) not
received  on any  Mortgage Loans  by the  Servicer (such amount,  a "Servicer
Advance").    The Servicer's  obligation  to  advance  with respect  to  each
Mortgage Loan  will continue up to  and including the first day  of the month
following the  date on  which the  related Mortgaged  Property is  sold at  a
foreclosure sale  or  is acquired  by  the Trust  Fund  by deed  in  lieu  of
foreclosure or  otherwise.  All such Servicer Advances received by the Master
Servicer shall be deposited  promptly by it in the Collection  Account or the
Certificate Account, as appropriate.

          Within  five Business  Days after  the receipt  by a Servicer  of a
Principal  Prepayment  in  Full  or  any  Liquidation  Proceeds  or Insurance
Proceeds  (not required  to be applied  to the  restoration or repair  of the
related Mortgaged Property),  the Master Servicer shall  cause such Servicer,
pursuant  to the related  Servicing Agreement, to  remit such amounts  to the
Master Servicer for deposit in the Collection Account.

          (e)  The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit or cause to be deposited
on a  daily basis  within one Business  Day of  receipt, except  as otherwise
specifically provided herein, the following payments and collections remitted
by Servicers or received by it in respect of Mortgage Loans subsequent to the
Cut-off Date  (other than  in respect of  principal and  interest due  on the
Mortgage  Loans  on or  before the  Cut-off Date)  and the  following amounts
required to be deposited hereunder:

               (i)   all  payments on  account of  principal on  the Mortgage
          Loans, including Principal Prepayments  and the principal component
          of any Servicer Advance;

              (ii)   all  payments on  account  of interest  on the  Mortgage
          Loans, net  of the  sum of  the  related Master  Servicing Fee  and
          related Servicing Fee, and  the interest component of  any Servicer
          Advance;

             (iii)   all Insurance Proceeds  and Liquidation Proceeds (net of
          any related expenses of the  related Servicer), other than proceeds
          to  be  applied to  the  restoration  or  repair of  the  Mortgaged
          Property or released to the Mortgagor in accordance with the Master
          Servicer's normal servicing procedures;

              (iv)    any amount  required  to  be  deposited by  the  Master
          Servicer pursuant to Section 3.08(g) in connection with  any losses
          on Permitted Investments;

               (v)   any  amounts  required  to be  deposited  by the  Master
          Servicer pursuant to Sections 3.12 and 3.14;

              (vi)   all Purchase Prices  from the Master Servicer  or Seller
          and all Substitution Adjustment Amounts;

             (vii)   all  Advances made  by the  Master Servicer  pursuant to
          Section 4.01; and

            (viii)  any other amounts required to be deposited hereunder.

          In addition, with respect to any Mortgage Loan that is subject to a
buydown agreement, on  each Due Date for  such Mortgage Loan, in  addition to
the  monthly payment  remitted by  the Mortgagor,  the Master  Servicer shall
cause  funds to  be  deposited  into the  Certificate  Account  in an  amount
required to cause  an amount  of interest  to be  paid with  respect to  such
Mortgage Loan  equal  to the  amount of  interest that  has  accrued on  such
Mortgage Loan  from the preceding  Due Date at  the Mortgage Rate  net of the
Master Servicing Fee on such date.

          The  foregoing requirements for  remittance by the  Master Servicer
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments  in the nature of prepayment penalties,
late payment charges or assumption  fees, if collected, need not  be remitted
by the Master Servicer.   In the event that  the Master Servicer shall  remit
any amount not required to be remitted, it may at any time withdraw or direct
the institution maintaining  the Certificate Account to withdraw  such amount
from   the  Certificate  Account,  any   provision  herein  to  the  contrary
notwithstanding.    Such  withdrawal  or direction  may  be  accomplished  by
delivering written  notice thereof to  the Trustee or such  other institution
maintaining the Certificate Account which describes the amounts deposited  in
error  in  the Certificate  Account.    The  Master Servicer  shall  maintain
adequate  records with  respect  to  all withdrawals  made  pursuant to  this
Section 3.08.  All  funds deposited in the Certificate Account  shall be held
in trust  for  the  Certificateholders  until withdrawn  in  accordance  with
Section 3.11.

          (f)   The Trustee  shall establish and  maintain, on  behalf of the
Certificateholders,  the Distribution Account.   The Trustee  shall, promptly
upon  receipt, deposit  in the  Distribution Account  and retain  therein the
following:

               (i)  the  aggregate amount remitted by the  Master Servicer to
          the Trustee pursuant to Section 3.11(a);

              (ii)  any  amount deposited by the Master  Servicer pursuant to
          Section   3.08(g)  in  connection  with  any  losses  on  Permitted
          Investments; and

             (iii)   any other amounts deposited hereunder which are required
          to be deposited in the Distribution Account.

          In the  event that the Master  Servicer shall remit any  amount not
required to  be remitted, it may at  any time direct the  Trustee to withdraw
such  amount from  the  Distribution  Account, any  provision  herein to  the
contrary notwithstanding.   Such direction may be  accomplished by delivering
an Officer's Certificate to the Trustee which describes the amounts deposited
in  error  in  the   Distribution  Account.    All  funds  deposited  in  the
Distribution Account shall be held by the Trustee in trust for the
Certificateholders  until  disbursed  in accordance  with  this  Agreement or
withdrawn in  accordance with Section  3.11.  In  no event shall  the Trustee
incur  liability  for  withdrawals  from  the  Distribution  Account  at  the
direction of the Master Servicer.

          (g)   Each  institution at  which  the Certificate  Account or  the
Distribution Account is maintained shall invest the funds therein as directed
in  writing by  the Master  Servicer  in Permitted  Investments, which  shall
mature not later than (i) in the case  of the Certificate Account, the second
Business Day next  preceding the  related Distribution  Account Deposit  Date
(except that if such Permitted Investment is an obligation of the institution
that maintains such account, then  such Permitted Investment shall mature not
later than the Business Day  next preceding such Distribution Account Deposit
Date) and (ii) in the case of the Distribution Account, the Business Day next
preceding the Distribution Date (except  that if such Permitted Investment is
an  obligation of  the institution  that  maintains such  account, then  such
Permitted Investment shall mature not later than such Distribution Date) and,
in each case,  shall not be sold or  disposed of prior to its  maturity.  All
such Permitted Investments shall be made in  the name of the Trustee, for the
benefit of the Certificateholders.  All  income and gain (net of any  losses)
realized from  any such  investment of  funds on  deposit in  the Certificate
Account or the  Distribution Account shall be  for the benefit of  the Master
Servicer as servicing  compensation and shall  be remitted to  it monthly  as
provided  herein.   The  amount of  any  realized losses  in  the Certificate
Account or the Distribution Account incurred  in any such account in  respect
of any such investments shall promptly be deposited by the Master Servicer in
the  Certificate  Account  or  paid  to  the Trustee  for  deposit  into  the
Distribution Account, as  applicable.  The Trustee in  its fiduciary capacity
shall not be  liable for the amount  of any loss  incurred in respect of  any
investment or lack of investment of funds held in the Certificate  Account or
the Distribution Account and made in accordance with this Section 3.08.

          (h)   The Master  Servicer shall  give notice  to the  Trustee, the
Seller, each Rating  Agency and the Depositor  of any proposed change  of the
location of the  Certificate Account not later than 30 days and not more than
45 days prior to  any change thereof.   The Trustee shall give notice  to the
Master Servicer,  the Seller,  each Rating  Agency and  the Depositor  of any
proposed change of the location of the Distribution Account not later than 30
days and not more than 45 days prior to any change thereof.

          SECTION 3.09.  Collection of Taxes, Assessments and Similar Items;
                         ---------------------------------------------------
Escrow Accounts.
- ---------------

          (a)  To  the extent required by  the related Mortgage Note  and not
violative of current  law, the Master Servicer  shall cause each  Servicer to
establish and maintain one or more accounts (each, an "Escrow Account") and
deposit and retain therein all  collections from the Mortgagors  (or 
advances  by  the   Servicer)  for  the  payment  of  taxes, assessments,
hazard insurance premiums or comparable items for the account of the
Mortgagors.   Nothing  herein shall  require the  Master Servicer or  any
Servicer to compel a Mortgagor to establish an Escrow Account in violation
of applicable law.

          (b)  Withdrawals  of amounts so collected from  the Escrow Accounts
may be  made only  to effect  timely payment  of  taxes, assessments,  hazard
insurance premiums, condominium or PUD association dues, or comparable items,
to  reimburse  the Master  Servicer or  the related  Servicer out  of related
collections for any payments made pursuant to Sections 3.12  (with respect to
taxes  and assessments  and insurance  premiums)  and 3.13  (with respect  to
hazard insurance),  to refund  to any  Mortgagors any sums  determined to  be
overages, to pay  interest, if required by  law or the  terms of the  related
Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account or
to  clear  and  terminate  the Escrow  Account  at  the  termination  of this
Agreement in accordance with Section 9.01.   The Escrow Accounts shall not be
a part of the Trust Fund.

          (c)  The Master Servicer shall  advance any payments referred to in
Section 3.09(a) that are not timely paid by the Mortgagors or advanced by the
Servicers on  the date  when the tax,  premium or other  cost for  which such
payment  is intended is due, but the Master  Servicer shall be required so to
advance only to  the extent that such advances, in the good faith judgment of
the  Master  Servicer, will  be recoverable  by  the Master  Servicer  out of
Insurance Proceeds, Liquidation Proceeds or otherwise.

          SECTION 3.10.  Access to Certain Documentation and Information
                         -----------------------------------------------
Regarding the Mortgage Loans.
- ----------------------------

          The Master Servicer  shall afford, or shall cause  the Servicers to
afford, the Depositor and  the Trustee reasonable  access to all records  and
documentation  regarding the  Mortgage  Loans  and  all  accounts,  insurance
information and other  matters relating to this Agreement,  such access being
afforded without charge,  but only upon reasonable request  and during normal
business hours at the office designated by the Master Servicer.

          Upon reasonable advance notice in writing, the Master Servicer will
provide, or  will cause the  Servicers to provide, to  each Certificateholder
which is  a savings and loan  association, bank or insurance  company certain
reports and reasonable access to information and  documentation regarding the
Mortgage  Loans sufficient  to permit such  Certificateholder to  comply with
applicable  regulations  of  the OTS  or  other  regulatory  authorities with
respect to investment in the Certificates; provided that the Master Servicer
                                           --------
and  any  Servicer   shall  be  entitled  to  be  reimbursed   by  each  such
Certificateholder for actual expenses incurred by the Master Servicer or
such Servicer in providing such reports and access.

          SECTION 3.11.  Permitted Withdrawals from the Certificate Account
                         --------------------------------------------------

and the Distribution Account.
- ----------------------------

          (a)   The Master Servicer  may from  time to time  make withdrawals
from the Certificate Account for the following purposes:

               (i)  to pay to the Master Servicer or the related Servicer (to
          the  extent not previously retained), the servicing compensation to
          which it is  entitled pursuant to Section  3.17, and to pay  to the
          Master  Servicer,  as  additional  master  servicing  compensation,
          earnings  on or  investment  income  with respect  to  funds in  or
          credited to the Certificate Account;

              (ii)  to reimburse the  Master Servicer or the related Servicer
          for  unreimbursed Advances or  Servicer Advances  made by  it, such
          right  of reimbursement  pursuant  to  this  subclause  (ii)  being
          limited to amounts  received on the Mortgage Loan(s)  in respect of
          which any such Advance or Servicer Advance was made;

             (iii)   to reimburse the Master  Servicer for any Nonrecoverable
          Advance previously made;

              (iv)   to reimburse  the Master  Servicer for  Insured Expenses
          from the related Insurance Proceeds;

               (v)   to  reimburse the  Master Servicer for  (a) unreimbursed
          Servicing  Advances, the Master  Servicer's right  to reimbursement
          pursuant to this clause (a) with respect to any Mortgage Loan being
          limited   to  amounts  received  on  such  Mortgage  Loan(s)  which
          represent late recoveries  of the payments for which  such advances
          were made  pursuant to  Section 3.01  or Section  3.09 and  (b) for
          unpaid Master Servicing Fees as provided in Section 3.14;

              (vi)  to pay  to the purchaser,  with respect to each  Mortgage
          Loan  or  property  acquired  in  respect  thereof  that  has  been
          purchased  pursuant to  Section  2.02, 2.03  or  3.14, all  amounts
          received thereon after the date of such purchase;

             (vii)   to  reimburse the  Seller,  the Master  Servicer or  the
          Depositor for  expenses incurred  by any  of them and  reimbursable
          pursuant to Section 6.03;

            (viii)   to  withdraw  any amount  deposited  in the  Certificate
          Account and not required to be deposited therein;

              (ix)  on or prior to  the Distribution Account Deposit Date, to
          withdraw an  amount equal  to the related  Available Funds  and the
          Trustee Fee for  such Distribution Date, to the  extent on deposit,
          and remit  such amount to  the Trustee for  deposit in the  Distri-
          bution Account; and

               (x)   to  clear and  terminate  the Certificate  Account  upon
          termination of this Agreement pursuant to Section 9.01.

          The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan  by Mortgage Loan  basis, for the  purpose of justifying  any
withdrawal  from the  Certificate  Account pursuant  to such  subclauses (i),
(ii),  (iv),  (v)  and  (vi).    Prior  to  making  any  withdrawal  from the
Certificate Account pursuant  to  subclause (iii), the  Master Servicer shall
deliver  to the  Trustee  an  Officer's Certificate  of  a Servicing  Officer
indicating  the amount  of  any  previous Advance  determined  by the  Master
Servicer to be a Nonrecoverable  Advance and identifying the related Mortgage
Loan(s) and their respective portions of such Nonrecoverable Advance.

          (b)  The Trustee shall withdraw funds from the Distribution Account
for  distributions to  Certificateholders  in the  manner  specified in  this
Agreement (and to  withhold from the amounts  so withdrawn the amount  of any
taxes that it  is authorized to  withhold pursuant to  the last paragraph  of
Section 8.11).    In  addition,  the  Trustee may  from  time  to  time  make
withdrawals from the Distribution Account for the following purposes:

               (i)    to  pay  to  itself the  Trustee  Fee  for  the related
          Distribution Date;

              (ii)   to pay  to the Master  Servicer as  additional servicing
          compensation earnings on or investment income with respect to funds
          in the Distribution Account;

             (iii)  to withdraw and return  to the Master Servicer any amount
          deposited  in the  Distribution  Account  and  not required  to  be
          deposited therein; and

              (iv)    to clear  and terminate  the Distribution  Account upon
          termination of the Agreement pursuant to Section 9.01.

          SECTION 3.12.  Maintenance of Hazard Insurance; Maintenance of
                         -----------------------------------------------
Primary Insurance Policies.
- --------------------------

          (a)   The Master Servicer  shall cause to  be maintained, for  each
Mortgage Loan, hazard insurance with extended  coverage in an amount that  is
at least  equal  to the  lesser of  (i) the  maximum insurable  value of  the
improvements  securing  such Mortgage  Loan or  (ii) the  greater of  (y) the
outstanding principal  balance of the  Mortgage Loan and  (z) an  amount such
that the proceeds of such policy shall be sufficient to prevent the Mortgagor
and/or  the mortgagee  from  becoming  a co-insurer.    Each such  policy  of
standard hazard insurance shall contain,  or have an accompanying endorsement
that  contains, a  standard mortgagee  clause.  To  the extent  it may  do so
without breaching the related Servicing Agreement, the Master  Servicer shall
replace any Servicer that does not cause such insurance, to  the extent it is
available,  to be maintained.   Any amounts collected  by the Master Servicer
under  any  such  policies (other  than  the  amounts to  be  applied  to the
restoration or repair  of the related Mortgaged Property  or amounts released
to the  Mortgagor in accordance  with the Master Servicer's  normal servicing
procedures)  shall be  deposited in  the Certificate  Account or  the related
Servicing Account, as  applicable.  Any cost incurred  by the Master Servicer
or any Servicer in maintaining any such  insurance shall not, for the purpose
of calculating monthly distributions to the Certificateholders or remittances
to the Trustee  for their benefit, be  added to the principal balance  of the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall be recoverable by  the Master Servicer out of late  payments
by the  related  Mortgagor  or out  of  Liquidation Proceeds  to  the  extent
permitted by Section 3.11.  It is understood and agreed that no earthquake or
other additional insurance  is to be required of any  Mortgagor or maintained
on  property acquired in  respect of a  Mortgage other than  pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional  insurance.  If the Mortgaged  Property is located at
the time  of origination  of  the Mortgage  Loan  in a  federally  designated
special flood  hazard area  and such  area is  participating in the  national
flood insurance program,  the Master Servicer shall cause  flood insurance to
be maintained with respect to such Mortgage Loan.  Such flood insurance shall
be in an amount  equal to the least of (i) the  original principal balance of
the related  Mortgage Loan,  (ii) the replacement  value of  the improvements
which are part  of such Mortgaged Property,  and (iii) the maximum  amount of
such  insurance  available  for  the  related  Mortgaged  Property  under the
national flood insurance program.

          In the event  that the Master Servicer shall  obtain and maintain a
blanket policy insuring against hazard  losses on all of the  Mortgage Loans,
it shall  conclusively be  deemed to  have satisfied  its obligations as  set
forth in the  first sentence of  this Section 3.12,  it being understood  and
agreed  that   such  policy  may   contain  a  deductible  clause   on  terms
substantially  equivalent to those  commercially available and  maintained by
comparable  servicers.   If such  policy  contains a  deductible clause,  the
Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.12,  and there shall have been a  loss that
would have been covered by such policy, deposit in  the Certificate Account
the amount  not otherwise payable under the  blanket policy because of such
deductible clause.  In con- nection with  its activities as  Master Servicer
of the Mortgage  Loans, the Master  Servicer agrees to  present, on behalf
of  itself, the Depositor, and the Trustee for the benefit of the
Certificateholders, claims under  any such blanket policy.

          (b)  The  Master Servicer shall not take, or permit any Servicer to
take,  any action  which would  result in  non-coverage under  any applicable
Primary Insurance Policy of any loss which, but for the actions of the Master
Servicer  or any Servicer,  would have been  covered thereunder.   The Master
Servicer  shall not  cancel or  refuse to  renew  any such  Primary Insurance
Policy that is in effect  at the date of the initial issuance  of the Certif-
icates and is required to be  kept in force hereunder unless the  replacement
Primary  Insurance  Policy  for  such   canceled  or  non-renewed  policy  is
maintained  with  a Qualified  Insurer.   The  Master  Servicer shall  not be
required  to  maintain any  Primary  Insurance  Policy  with respect  to  any
Mortgage Loan with a Loan-to-Value Ratio less than or equal to 80% as of  any
date of determination or, based on a  new appraisal, the principal balance of
such  Mortgage Loan represents 80%  or less of the new  Appraised Value.  The
Master Servicer  agrees to effect the timely payment  of the premiums on each
Primary Insurance Policy,  and such costs not otherwise  recoverable shall be
recoverable by the Master Servicer from the related liquidation proceeds.

          In  connection  with  its  activities  as Master  Servicer  of  the
Mortgage Loans, the Master Servicer  agrees to present, or cause the  related
Servicer   to  present,   on  behalf   of   itself,  the   Trustee  and   the
Certificateholders,  claims  to  the  insurer  under  any  Primary  Insurance
Policies  and, in  this regard, to  take such  reasonable action as  shall be
necessary to permit recovery under any Primary  Insurance Policies respecting
defaulted Mortgage Loans.  Any amounts collected  by a Servicer or the Master
Servicer  under any  Primary Insurance  Policies  shall be  deposited in  the
Servicing  Account, the  Collection Account  or the  Certificate Account,  as
applicable.

          SECTION 3.13.  Enforcement of Due-On-Sale Clauses; Assumption
                         ----------------------------------------------
Agreements.
- ----------

          (a)   Except as otherwise provided  in this Section 3.13,  when any
property subject to a Mortgage has been conveyed by the Mortgagor, the Master
Servicer or the related Servicer shall to the extent that it has knowledge of
such  conveyance, enforce  any due-on-sale  clause contained in  any Mortgage
Note  or  Mortgage,  to  the   extent  permitted  under  applicable  law  and
governmental regu
lations,  but only to  the extent  that such  enforcement will  not adversely
affect   or  jeopardize  coverage   under  any  Required   Insurance  Policy.
Notwithstanding the  foregoing, neither the  Master Servicer nor  the related
Servicer is required to exercise such rights with respect to a  Mortgage Loan
if the Person to whom the related Mortgaged Property has been conveyed or  is
proposed to be conveyed  satisfies the terms and conditions contained  in the
Mortgage  Note and Mortgage related thereto  and the consent of the mortgagee
under such Mortgage Note or Mortgage is  not otherwise so required under such
Mortgage Note or Mortgage as a condition to such transfer.  In the event that
(i)  the Master Servicer  or the related  Servicer is prohibited  by law from
enforcing  any  such due-on-sale  clause,  (ii) coverage  under  any Required
Insurance Policy  would be adversely  affected, (iii) the Mortgage  Note does
not  include  a  due-on-sale  clause  or  (iv)  nonenforcement  is  otherwise
permitted hereunder, the  Master Servicer is  authorized, subject to  Section
3.13(b), to take  or enter into an assumption and modification agreement from
or with the person to whom such property has been or is about to be conveyed,
pursuant to which  such person becomes  liable under  the Mortgage Note  and,
unless  prohibited by  applicable  state law,  the  Mortgagor remains  liable
thereon, provided that the Mortgage Loan shall continue to be covered (if so
         --------
covered before the  Master Servicer enters such agreement)  by the applicable
Required  Insurance  Policies.    The  Master  Servicer, subject  to  Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required  Insurance Policies  to  enter  into  a  substitution  of  liability
agreement  with such  Person, pursuant  to  which the  original Mortgagor  is
released  from liability  and such  Person  is substituted  as Mortgagor  and
becomes liable under  the Mortgage Note.  Notwithstanding  the foregoing, the
Master Servicer shall not be deemed to be in default under  this Section 3.13
by reason of any transfer or assumption which the  Master Servicer reasonably
believes it is restricted by law from preventing, for any reason whatsoever.

          (b)    Subject  to  the  Master  Servicer's  duty  to  enforce  any
due-on-sale clause to the extent set forth in Section 3.13(a), in any case in
which a  Mortgaged Property has been conveyed to a Person by a Mortgagor, and
such  Person  is  to  enter  into an  assumption  agreement  or  modification
agreement  or supplement to the  Mortgage Note or  Mortgage that requires the
signature  of the  Trustee, or  if  an instrument  of release  signed  by the
Trustee is  required releasing the  Mortgagor from liability on  the Mortgage
Loan, the Master Servicer shall prepare  and deliver or cause to be  prepared
and delivered to the Trustee for signature and shall direct, in  writing, the
Trustee  to execute  the assumption  agreement  with the  Person to  whom the
Mortgaged  Property is  to be  conveyed  and such  modification agreement  or
supplement  to the  Mortgage Note  or Mortgage  or other  instruments  as are
reasonable  or  necessary to  carry out  the  terms of  the Mortgage  Note or
Mortgage   or  otherwise  to  comply  with   any  applicable  laws  regarding
assumptions or the transfer of the  Mortgaged Property to such  Person.  In
connection  with any such assumption, no  material term of the Mortgage 
Note may be changed.   In addition,  the  substitute  Mortgagor  and  the 
Mortgaged  Property  must be acceptable  to the  Master  Servicer  in 
accordance  with  its  underwriting standards  as  then  in  effect.   
Together  with  each  such  substitution, assumption  or other  agreement or
 instrument delivered  to the  Trustee for execution by it,  the Master
Servicer shall deliver  an Officer's Certificate signed  by  a  Servicing 
Officer  stating  that  the  requirements  of  this subsection have been met
in connection therewith.   The Master Servicer shall notify, or cause  the
related Servicer to  notify, the Trustee that  any such substitution or
assumption agreement has  been completed by forwarding to the Trustee the
original  of such substitution or assumption  agreement, which in the case 
of the original  shall be  added to the  related Mortgage File  and shall,
for  all purposes, be considered  a part of such Mortgage  File to the same 
extent as  all  other  documents and  instruments  constituting a  part
thereof.   Any  fee collected  by the  Master Servicer  or  any Servicer 
for entering into  an assumption or  substitution of liability agreement 
will be retained by the Master Servicer as additional master servicing
compensation.

          SECTION 3.14.  Realization Upon Defaulted Mortgage Loans;
                         ------------------------------------------
Repurchase of Certain Mortgage Loans.
- ------------------------------------

          The Master  Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the  ownership of properties securing such of
the  Mortgage Loans as come into  and continue in default  and as to which no
satisfactory arrangements can be made for collection of  delinquent payments.
In connection with such foreclosure  or other conversion, the Master Servicer
shall follow  such practices  and procedures  as it  shall deem  necessary or
advisable,  as shall be  normal and usual  in its  general mortgage servicing
activities  and  as shall  meet  the requirements  of  the insurer  under any
Required Insurance Policy; provided, however, that the Servicer may enter
                           --------  -------
into,  and shall  give the  Rating Agencies  notice of,  a special  servicing
agreement with an unaffiliated  holder of 100% Percentage Interest of  one or
more  Classes  of  Subordinated  Certificates  or  a  holder  of a  class  of
securities  representing interests  in one  or  more Classes  of Subordinated
Certificates and provided, further, that entering into such special servicing
                 --------  -------
agreement shall not result in the downgrading or withdrawal of the respective
ratings  when assigned to  the Certificates.  Any  such agreement may contain
provisions whereby such holder may instruct the Servicer 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.   Notwithstanding  the  foregoing,  the  Master
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such  expenses will  be recoverable to it through
Liquidation Proceeds (respecting which it shall have priority for purposes of
withdrawals from the Certificate Account).  The Master Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that  it shall  be entitled  to  reimbursement
             --------  -------
thereof  from the  liquidation proceeds with respect to the  related
Mortgaged Property, as provided  in the definition of  Liquidation Proceeds.
If the  Master Servicer  has knowledge that  a  Mortgaged  Property  which
the  Master  Servicer  is  contemplating acquiring in foreclosure  or by
deed in lieu of foreclosure is located within a 1 mile radius of any site
listed  in the Expenditure Plan for the Hazardous Substance Clean  Up Bond 
Act of  1984 or  other site  with environmental  or hazardous waste risks
known to the Master Servicer, the Master Servicer will, prior to acquiring
the Mortgaged Property,  consider such risks and only take action in
accordance with its established environmental review procedures.

          With respect to  any REO Property, the deed  or certificate of sale
shall be taken in the name of the Trustee for the benefit of the Certificate-
holders, or its nominee,  on behalf of the Certificateholders.  The Trustee's
name shall  be placed on the title to such REO Property solely as the Trustee
hereunder  and not in  its individual  capacity.   The Master  Servicer shall
ensure  that  the title  to  such REO  Property  references  the Pooling  and
Servicing Agreement  and the Trustee's  capacity hereunder.  Pursuant  to its
efforts to sell such REO Property, the Master Servicer shall either itself or
through an  agent selected by the  Master Servicer protect and  conserve such
REO Property  in the same manner  and to such  extent as is customary  in the
locality where  such  REO  Property  is located  and  may,  incident  to  its
conservation and  protection of the interests of the Certificateholders, rent
the same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Certificateholders  for the period prior to the  sale of such
REO Property.   The  Master Servicer  shall prepare  for and  deliver to  the
Trustee a statement  with respect to each  REO Property that has  been rented
showing the  aggregate rental  income received and  all expenses  incurred in
connection with the management  and maintenance of such REO  Property at such
times as  is necessary  to enable the  Trustee to  comply with  the reporting
requirements of the REMIC Provisions.  The net monthly rental income, if any,
from such REO Property shall be deposited in the Certificate Account no later
than the  close of business on each Determination  Date.  The Master Servicer
shall perform the tax reporting and withholding required by Sections 1445 and
6050J of  the Code  with respect  to foreclosures and  abandonments, the  tax
reporting required  by Section 6050H of the Code  with respect to the receipt
of mortgage interest from individuals and, if required by Section 6050P of
the Code with respect to the cancellation of indebtedness by certain
financial entities, by preparing such tax and  information returns as  may
be required,  in the form  required, and delivering the same to the Trustee
for filing.

          In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default  on a
Mortgage Loan, the  Master Servicer shall dispose of  such Mortgaged Property
prior to two years after its acquisition by the Trust Fund unless the Trustee
shall have been  supplied with an Opinion  of Counsel to the  effect that the
holding by the Trust Fund of such  Mortgaged Property subsequent to such two-
year  period  will not  result  in the  imposition  of  taxes on  "prohibited
transactions" on the REMIC as  defined in section 860F  of the Code or  cause
the REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding, in which case the Trust Fund may continue to hold such Mortgaged
Property (subject  to any conditions  contained in such Opinion  of Counsel).
Notwithstanding any other  provision of this Agreement, no Mortgaged Property
acquired by the  Trust Fund  shall be rented  (or allowed to  continue to  be
rented) or otherwise used for the production of income by or on behalf of the
Trust Fund in  such a manner or  pursuant to any  terms that would  (i) cause
such Mortgaged Property  to fail to qualify as  "foreclosure property" within
the meaning of  Section 860G(a)(8) of the  Code or (ii) subject the  REMIC to
the imposition of  any federal,  state or  local income taxes  on the  income
earned  from such  Mortgaged Property  under Section 860G(c)  of the  Code or
otherwise,  unless the  Master  Servicer  has agreed  to  indemnify and  hold
harmless the Trust Fund with respect to the imposition of any such taxes.

          The decision  of the  Master Servicer to  foreclose on  a defaulted
Mortgage Loan shall be subject to a determination by the Master Servicer that
the  proceeds of  such foreclosure  would exceed  the  costs and  expenses of
bringing such a proceeding.  The income earned from the management of any REO
Properties, net of reimbursement to the Master Servicer for expenses incurred
(including any  property or other  taxes) in connection with  such management
and  net of  unreimbursed Master  Servicing  Fees, Servicing  Fees, Advances,
Servicer  Advances and Servicing Advances, shall be applied to the payment of
principal  of and  interest on  the  related defaulted  Mortgage Loans  (with
interest  accruing as  though  such  Mortgage Loans  were  still current  and
adjustments,  if  applicable,  to  the  Mortgage  Rate  were  being  made  in
accordance with the terms of the Mortgage Note) and  all such income shall be
deemed, for  all purposes  in this Agreement,  to be  payments on  account of
principal and interest on the  related Mortgage Notes and shall  be deposited
into the Certificate Account.  To  the extent the net income received  during
any calendar  month is  in excess  of the  amount attributable  to amortizing
principal  and accrued interest  at the related Mortgage  Rate on the related
Mortgage Loan for such calendar month, such excess shall be considered to be
a partial prepayment of principal of the related Mortgage Loan.

          The proceeds from  any liquidation of a  Mortgage Loan, as well  as
any income from  an REO Property, will  be applied in the  following order of
priority:  first, to  reimburse the Master  Servicer or the related  Servicer
for any  related unreimbursed Servicing  Advances, Master Servicing  Fees and
Servicing Fees,  as applicable; second,  to reimburse the Master  Servicer or
the related Servicer  for any unreimbursed Advances or  Servicer Advances, as
applicable, and to  reimburse the Certificate Account for  any Nonrecoverable
Advances (or portions  thereof) that were previously withdrawn  by the Master
Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage Loan;
third, to  accrued and unpaid interest (to the  extent no Advance or Servicer
Advance has been made for such amount or any such Advance or Servicer Advance
has been  reimbursed) on the  Mortgage Loan or  related REO Property,  at the
Adjusted  Net Mortgage Rate to the  Due Date occurring in  the month in which
such amounts are  required to be  distributed; and fourth,  as a recovery  of
principal  of  the  Mortgage  Loan.    Excess  Proceeds,  if  any,  from  the
liquidation of  a Liquidated  Mortgage Loan  will be  retained by the  Master
Servicer as additional servicing compensation pursuant to Section 3.17.

          The Master Servicer,  in its sole discretion, shall  have the right
to purchase for its  own account from the Trust Fund  any Mortgage Loan which
is 91  days or more delinquent at  a price equal to the  Purchase Price.  The
Purchase Price for  any Mortgage Loan purchased hereunder  shall be deposited
in the Certificate  Account and the  Trustee, upon  receipt of a  certificate
from the Master Servicer  in the form of Exhibit  N hereto, shall release  or
cause to  be released  to the  purchaser of  such Mortgage  Loan the  related
Mortgage File and shall execute  and deliver such instruments of  transfer or
assignment prepared  by the  purchaser of  such Mortgage  Loan, in each  case
without recourse,  as shall  be necessary to  vest in  the purchaser  of such
Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of
such  Mortgage  Loan shall  succeed  to all  the  Trustee's right,  title and
interest in and to such Mortgage Loan and all security and  documents related
thereto.    Such assignment  shall  be  an assignment  outright  and not  for
security.   The  purchaser of  such Mortgage  Loan shall  thereupon own  such
Mortgage Loan, and all security and documents, free of any further obligation
to the Trustee or the Certificateholders with respect thereto.

          SECTION 3.15.  Trustee to Cooperate; Release of Mortgage 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 will immediately
notify the Trustee by delivering, or causing to be delivered, a "Request for
Release" substantially in the form of Exhibit  N.   Upon receipt  of such 
request, the  Trustee shall  promptly release  the related Mortgage  File to
the  Master Servicer, and  the Trustee shall at  the Master Servicer's
direction  execute and deliver  to the Master Servicer the  request for 
reconveyance, deed of  reconveyance or  release or satisfaction  of 
mortgage or  such  instrument  releasing  the lien  of  the Mortgage  in
each case  provided by  the Master  Servicer, together  with the Mortgage 
Note  with  written  evidence  of  cancellation  thereon.  Expenses incurred
 in  connection with  any  instrument  of  satisfaction or  deed  of
reconveyance shall be chargeable to the related Mortgagor.  From time to
time and as shall be appropriate for the servicing or foreclosure of  any
Mortgage Loan,  including  for such  purpose  collection  under  any policy 
of  flood insurance,  any fidelity  bond  or errors  or  omissions policy, 
or for  the purposes of effecting a  partial release of  any Mortgaged
Property from  the lien of the Mortgage or the making of any corrections to
the Mortgage Note or the Mortgage or any of the other documents included in
the Mortgage File, the Trustee shall, upon delivery to the  Trustee of a
Request for Release in  the form of Exhibit M signed by a Servicing Officer,
release the Mortgage File to the Master Servicer  or, at the  Master
Servicer's direction, to  the related Servicer.   Subject to the  further
limitations set  forth below, the  Master Servicer  shall  cause the 
Mortgage  File  or documents  so  released to  be returned  to the  Trustee
when the  need therefor  by the Master  Servicer no longer  exists, unless 
the  Mortgage  Loan is  liquidated  and the  proceeds thereof are  deposited
in the  Certificate Account, in which  case the Master Servicer shall
deliver  to the Trustee a Request  for Release in the  form of Exhibit N,
signed by a Servicing Officer.

          If the Master Servicer at any  time seeks to initiate a foreclosure
proceeding  in  respect of  any  Mortgaged  Property  as authorized  by  this
Agreement, the Master Servicer shall deliver or  cause to be delivered to the
Trustee, for  signature, as  appropriate, any  court pleadings,  requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal  action brought  to obtain  judgment against  the Mortgagor  on the
Mortgage Note  or  the Mortgage  or to  obtain a  deficiency  judgment or  to
enforce  any other remedies  or rights provided  by the Mortgage  Note or the
Mortgage or otherwise available at law or in equity.

          SECTION 3.16.  Documents, Records and Funds in Possession of the
                         -------------------------------------------------
Master Servicer to be Held for the Trustee.
- ------------------------------------------

          Notwithstanding  any other provisions of this Agreement, the Master
Servicer shall  transmit to  the Trustee  as required  by this  Agreement all
documents  and  instruments in  respect of  a Mortgage  Loan coming  into the
possession of the Master Servicer from  time to time and shall account  fully
to the Trustee for any funds received by the Master Servicer or which
otherwise are collected by the Master Servicer as  Liquidation Proceeds or
Insurance Proceeds  in respect of any  Mortgage Loan.   All Mortgage Files 
and funds collected  or held by, or under the control of, the Master 
Servicer in respect of any Mortgage  Loans, whether  from the  collection 
of  principal and  interest  payments or  from Liquidation Proceeds,
including but not limited  to, any funds on deposit  in the  Certificate
Account,  shall be held  by the  Master Servicer for  and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the
Trustee, subject to the applicable  provisions of this Agreement.  The
Master Servicer also  agrees that it shall  not create, incur or  subject
any Mortgage  File or  any funds that  are deposited in  the Certificate
Account, Distribution Account or any Escrow Account or Servicing Account, or
any funds that  otherwise are  or  may become  due or  payable to  the
Trustee  for the benefit of  the Certificateholders,  to any  claim, lien, 
security interest, judgment, levy,  writ of attachment or other 
encumbrance, or assert by legal action or otherwise any claim or right of
setoff against any Mortgage File or any funds  collected on,  or in 
connection with,  a  Mortgage Loan,  except, however, that the  Master
Servicer shall be  entitled to set off  against and deduct from any such 
funds any amounts that are properly due  and payable to the Master Servicer
under this Agreement.

          SECTION 3.17.  Servicing Compensation.
                         ----------------------

          As compensation for  its activities hereunder, the  Master Servicer
shall be  entitled out of  each payment  of interest on  a Mortgage Loan  (or
portion thereof) included  in the Trust Fund  to retain or withdraw  from the
Certificate  Account an  amount equal  to the  Master Servicing Fee  for such
Distribution Date.

          Additional  master servicing  compensation in  the  form of  Excess
Proceeds, prepayment penalties, assumption fees, late payment charges and all
income and gain net of  any losses realized from Permitted  Investments shall
be retained by the Master Servicer to the extent not required to be deposited
in the  Certificate Account pursuant  to Section  3.08.  The  Master Servicer
shall be required to pay  all expenses incurred by it in  connection with its
servicing activities hereunder (including payment  of any premiums for hazard
insurance and any Primary Insurance Policy and maintenance of the other forms
of insurance coverage required by this  Agreement) and shall not be  entitled
to reimbursement therefor except as specifically provided in this Agreement.

          As  compensation for is  activities under its  Servicing Agreement,
each Servicer shall be entitled to retain out of each payment of  interest on
a  Mortgage Loan (or  portion thereof) included  in the Trust  Fund an amount
equal to  interest  at  the  applicable  Servicing Fee  Rate  on  the  Stated
Principal Balance of the related Mortgage Loan for the period covered by such
interest payment.

          Additional  servicing   compensation  in  the  form  of  prepayment
penalties, assumption fees and late payment charges  shall be retained by the
Servicers  to the  extent  not required  to  be  deposited in  the  Servicing
Accounts pursuant to the related Servicing Agreement.  Each Servicer shall be
required to pay  all expenses incurred by it in connection with its servicing
activities  under its Servicing  Agreement (including payment  of any premium
for hazard insurance and any Primary  Insurance Policy and maintenance of the
other  forms  of  insurance  coverage  required by  this  Agreement  and  its
Servicing Agreement)  and  shall not  be entitled  to reimbursement  therefor
except  as   specifically  provided  in  its  Servicing   Agreement  and  not
inconsistent with this Agreement.

          In the event  of any Prepayment  Interest Shortfall, the  aggregate
Master Servicing  Fee for such  Distribution Date shall  be reduced  (but not
below zero) by an amount equal to such Prepayment Interest Shortfall.

          SECTION 3.18.  Access to Certain Documentation.
                         -------------------------------

          The Master Servicer  shall provide to the  OTS and the FDIC  and to
comparable  regulatory   authorities  supervising  Holders   of  Subordinated
Certificates and the  examiners and supervisory agents  of the OTS,  the FDIC
and  such  other  authorities,  access  to  the  documentation regarding  the
Mortgage Loans required  by applicable regulations of  the OTS and the  FDIC.
Such access  shall be afforded  without charge, but only  upon reasonable and
prior  written  request and  during  normal  business  hours at  the  offices
designated by the Master Servicer.  Nothing in this Section 3.18  shall limit
the  obligation  of  the  Master  Servicer  to  observe  any  applicable  law
prohibiting  disclosure of  information  regarding  the  Mortgagors  and  the
failure of the Master Servicer or any Servicer to provide access  as provided
in this Section  3.18 as a result  of such obligation shall  not constitute a
breach of this Section 3.18.

          SECTION 3.19.  Annual Statement as to Compliance.
                         ---------------------------------

          The Master Servicer shall deliver  to the Depositor and the Trustee
on  or before 120 days  after the end  of the Master  Servicer's fiscal year,
commencing with its 1997 fiscal year, an Officer's Certificate stating, as to
the  signer  thereof, that  (i)  a review  of  the activities  of  the Master
Servicer  during the preceding  calendar year and  of the  performance of the
Master  Servicer under  this Agreement  has  been made  under such  officer's
supervision,  (ii) to  the best  of such officer's  knowledge, based  on such
review,  the Master  Servicer has  fulfilled all  its obligations  under this
Agreement  throughout such  year, or,  if  there has  been a  default  in the
fulfillment of  any such  obligation, specifying each  such default  known to
such officer and the nature and status thereof and (iii) to the best of  such
officer's knowledge,  each Servicer has  fulfilled all its  obligations under
its Servicing Agreement  throughout such  year, or,  if  there has  been a 
default  in the fulfillment of  any such  obligation, specifying each  such
default  known to such officer and the nature and status thereof.  The
Trustee shall forward  a copy of each such statement to each Rating Agency.

          SECTION 3.20.  Annual Independent Public Accountants' Servicing
                         ------------------------------------------------
Statement; Financial Statements.
- -------------------------------

          On or before 120 days after the end of the Master Servicer's fiscal
year, commencing  with  its 1997  fiscal  year, the  Master Servicer  at  its
expense shall cause a nationally or regionally recognized firm of independent
public accountants (who may  also render other services to  the Servicer, the
Seller or any affiliate thereof) which is a member of the  American Institute
of Certified Public Accountants to furnish a statement to the Trustee and the
Depositor to the  effect that such  firm has  examined certain documents  and
records relating to the servicing of the Mortgage Loans  under this Agreement
or of mortgage  loans under  pooling and  servicing agreements  substantially
similar to this Agreement (such statement to have attached thereto a schedule
setting forth the pooling and servicing agreements covered thereby) and that,
on the basis of such examination,  conducted substantially in compliance with
the  Uniform Single  Attestation Program  for Mortgage  Bankers or  the Audit
Program for Mortgages  serviced for FNMA  and FHLMC, such servicing  has been
conducted in compliance with such pooling and servicing agreements except for
such significant exceptions or errors in records that, in the opinion of such
firm,  the Uniform  Single Attestation  Program for  Mortgage Bankers  or the
Audit  Program  for Mortgages  serviced  for FNMA  and FHLMC  requires  it to
report.   In rendering  such statement,  such firm  may rely,  as to  matters
relating  to  direct  servicing  of  mortgage  loans  by  Subservicers,  upon
comparable statements for examinations conducted substantially  in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages  serviced for FNMA and FHLMC (rendered  within one year
of  such statement)  of independent  public accountants  with respect  to the
related Subservicer.   Copies  of  such statement  shall be  provided by  the
Trustee  to  any Certificateholder  upon  request  at the  Master  Servicer's
expense, provided that such statement is delivered by the Master Servicer to
         --------
the Trustee.

          SECTION 3.21.  Errors and Omissions Insurance; Fidelity Bonds.
                         ----------------------------------------------

          The Master Servicer  shall obtain and maintain in  force, and shall
cause each Servicer to obtain and maintain in force, (a) a policy or policies
of  insurance  covering  errors  and  omissions in  the  performance  of  its
obligations as Master Servicer hereunder or as Servicer  under its 
Servicing Agreement, as  the case may  be, and  (b) a fidelity bond in 
respect of its officers,  employees and agents.   Each such policy or 
policies and  bond shall, together,  comply with  the requirements from time
to time of FNMA or FHLMC for persons performing servicing for mort- gage
loans purchased by FNMA or FHLMC.  In the event that  any such policy or
bond ceases to  be in effect, the  Master Servicer shall obtain  a
comparable replacement policy or bond from an insurer or issuer meeting the
requirements set forth above as of the date of such replacement.


                                  ARTICLE IV

                              DISTRIBUTIONS AND
                       ADVANCES BY THE MASTER SERVICER

          SECTION 4.01.  Advances.
                         --------

          The  Master  Servicer shall  determine  on  or  before each  Master
Servicer Advance Date whether  it is required to make an  Advance pursuant to
the definition thereof.   If the Master Servicer determines it is required to
make  an Advance, it  shall, on or  before the Master  Servicer Advance Date,
either  (i) deposit  into  the Certificate  Account  an amount  equal to  the
Advance  or (ii)  make an appropriate  entry in  its records relating  to the
Certificate Account  that any  Amount Held for  Future Distribution  has been
used by the Master Servicer in  discharge of its obligation to make  any such
Advance.   Any funds so  applied shall be replaced by  the Master Servicer by
deposit in the Certificate Account no later than the close of business on the
next Master Servicer Advance Date.  The  Master Servicer shall be entitled to
be reimbursed from  the Certificate Account for all Advances of its own funds
made  pursuant  to  this Section  4.01  as  provided in  Section  3.11.   The
obligation to make Advances with respect  to any Mortgage Loan shall continue
if such Mortgage  Loan has been  foreclosed or  otherwise terminated and  the
related  Mortgaged Property  has not  been liquidated.   The  Master Servicer
shall inform  the Trustee of  the amount of  the Advance  to be made  on each
Master Servicer Advance Date no later than the second Business Day before the
related Distribution Date.

          The Master  Servicer shall  deliver to the  Trustee on  the related
Master Servicer Advance Date an  Officer's Certificate of a Servicing Officer
indicating  the amount  of  any  proposed Advance  determined  by the  Master
Servicer to be a Nonrecoverable Advance.

          SECTION 4.02.  Priorities of Distribution.
                         --------------------------

          (a)   On  each Distribution  Date, the  Trustee shall  withdraw the
Available  Funds  from the  Distribution  Account  and  apply such  funds  to
distributions on the  Certificates, in the following order  and priority and,
in each case, to the extent of Available Funds remaining:

               (i)  (Reserved.)

              (ii)  to each interest-bearing Class of Senior Certificates, an
          amount allocable  to interest  equal to the  related Class  Optimal
          Interest  Distribution Amount,  any  shortfall being  allocated pro
          rata among such Classes  in proportion to  the amount of the  Class
          Optimal   Interest  Distribution   Amount  that  would   have  been
          distributed in the absence of such shortfall;

               (iii)     (Reserved  for distribution  of  Accrual Amount,  if
     any.)

             (iv)   to  each  Class of  Senior  Certificates  concurrently as
          follows:

                    (x)  to the Class PO Certificates, an amount allocable to
               principal equal to the PO  Formula Principal Amount, up to the
               outstanding  Class   Certificate  Balance  of  the   Class  PO
               Certificates;

                    (y)  on each Distribution Date prior to the Senior Credit
               Support  Depletion Date, the  Non-PO Formula Principal Amount,
               up to the amount of  the Senior Principal Distribution  Amount
               for such Distribution Date will be distributed as principal to
               the following Classes of Senior Certificates, in the following
               order of priority:

                         (1)  concurrently, to  the Class  A-7 and Class  A-8
                    Certificates,  pro rata, the  Priority Amount,  until the
                    Class Certificate  Balances thereof have been  reduced to
                    zero;

                         (2)  concurrently,   62.5%   to    the   Class   A-1
                    Certificates  and 37.5%  to the  Class A-6  Certificates,
                    until an aggregate  amount equal to $79,984,000  has been
                    distributed to the  Class A-1 and Class  A-6 Certificates
                    pursuant to this clause (2);

                         (3)  concurrently, 74.2189191139%  to the  Class A-2
                    Certifcates,    16.1131755538%   to    the   Class    A-1
                    Certificates,  and   9.6679053323%  to   the  Class   A-6
                    Certificates, until the Class Certificate Balance of  the
                    Class A-2 Certificates has been reduced to zero;

                         (4)  concurrently,   62.5%   to    the   Class   A-1
                    Certificates  and 37.5%  to the  Class  A-6 Certificates,
                    until an amount equal to $28,467,000 has been distributed
                    to the Class  A-1 and Class A-6  Certificates pursuant to
                    this clause (4);

                         (5)  concurrently,  to the Class A-1, Class  A-3 and
                    Class  A-6  Certificates,  pro  rata,   until  the  Class
                    Certificate Balances thereof have been reduced to zero;

                         (6)  sequentially to  the Class  A-4, Class  A-5 and
                    Class A-R Certificates, in that order, 

                    until the respective  Class Certificate Balances  thereof
                    have been reduced to zero; and

                         (7)  concurrently,  to the Class  A-7 and Class  A-8
                    Certificates,  pro  rata,  until  the  Class  Certificate
                    Balances thereof have been reduced to zero;

              (v)   to  the  Class  PO Certificates,  any  Class  PO Deferred
          Amount,  up  to an  amount  not  to  exceed the  amount  calculated
          pursuant  to  clause  (A) of  the  definition  of the  Subordinated
          Principal Distribution  Amount  actually received  or advanced  for
          such Distribution Date (with such amount to be allocated first from
          amounts calculated  pursuant to (A)(i)  and (ii) then (iii)  of the
          definition of Subordinated Principal Distribution Amount);

              (vi)  to each Class  of Subordinated  Certificates, subject  to
          paragraph (e) below, in the following order of priority:

                    (A)  to the  Class B-1 Certificates, an  amount allocable
               to interest equal  to the Class Optimal  Interest Distribution
               Amount for such Class for such Distribution Date;

                    (B)  to  the Class B-1 Certificates,  an amount allocable
               to principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (C)  to the  Class B-2 Certificates, an  amount allocable
               to interest equal  to the Class Optimal  Interest Distribution
               Amount for such Class for such Distribution Date;

                    (D)  to  the Class B-2 Certificates,  an amount allocable
               to principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (E)  to the  Class B-3 Certificates, an  amount allocable
               to interest equal  to the Class Optimal  Interest Distribution
               Amount for such Class for such Distribution Date;

                    (F)  to  the Class B-3 Certificates, an  amount allocable
               to principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (G)  to the  Class B-4 Certificates, an  amount allocable
               to interest equal  to the Class Optimal  Interest Distribution
               Amount for such Class for such Distribution Date;

                    (H)  to  the Class B-4 Certificates,  an amount allocable
               to principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (I)  to the  Class B-5 Certificates, an  amount allocable
               to interest equal  to the Class Optimal  Interest Distribution
               Amount for such Class for such Distribution Date;

                    (J)  to  the Class B-5 Certificates,  an amount allocable
               to principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (K)  to the  Class B-6 Certificates, an  amount allocable
               to interest equal  to the Class Optimal  Interest Distribution
               Amount for such Class for such Distribution Date; and

                    (L)  to  the Class B-6 Certificates,  an amount allocable
               to principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero; and

               (vii)     to  the  Class   A-R  Certificates,  any   remaining
          Available Funds.

On any Distribution Date, amounts distributed in respect of Class PO Deferred
Amounts  will  not  reduce the  Class  Certificate Balance  of  the  Class PO
Certificates.

          On any  Distribution Date, to  the extent the Amount  Available for
Senior Principal is insufficient to make the full distribution required to be
made pursuant to  clause (a)(iv) above,  (A) the amount distributable  on the
Class PO Certificates in respect of  principal shall be equal to the  product
of (1)  the Amount  Available for Senior  Principal and  (2) a  fraction, the
numerator of which is the PO Formula  Principal Amount and the denominator of
which  is the sum of the PO Formula Principal Amount and the Senior Principal
Distribution  Amount  and  (B)  the   amount  distributable  on  the   Senior
Certificates, other than  the Class PO Certificates, in  respect of principal
shall  be  equal  to the  product  of  (1) the  Amount  Available  for Senior
Principal and (2) a fraction, the numerator of which is the  Senior Principal
Distribution Amount and the denominator of which is the sum of the 
Senior Principal Distribution Amount and the PO Formula Principal Amount.

          (b)  (Reserved for allocation of Accrual Amount, if any.)

          (c)    On each  Distribution  Date on  or after  the  Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set forth
in Section  4.02(a)(iv)(y), the  portion of Available  Funds available  to be
distributed  to the  Senior Certificates  specified in  such Section  will be
distributed among such Classes,  pro rata, on the  basis of their  respective
Class Certificate  Balances  (prior  to  making  any  distributions  on  such
Distribution  Date)  and until  the  Class Certificate  Balances  thereof are
reduced to zero.

          (d)   On each Distribution  Date, the amount  referred to in clause
(i) of the  definition of Class Optimal Interest Distribution Amount for such
Distribution Date for  each Class of Certificates shall be reduced by (i) the
related  Class'  pro  rata  share   (based  on  the  Class  Optimal  Interest
Distribution Amount for each Class  before reduction pursuant to this Section
4.02(d)) of  Net Prepayment Interest  Shortfalls and (ii) the  related Class'
Allocable Share  of (A) after  the Special Hazard Coverage  Termination Date,
with respect to each Mortgage Loan that became a Special Hazard Mortgage Loan
during the calendar month preceding the  month of such Distribution Date, the
excess of  one month's interest at the related  Adjusted Net Mortgage Rate on
the Stated Principal Balance of such Mortgage Loan as of the Due Date in such
month over  the amount of  Liquidation Proceeds applied  as interest on  such
Mortgage Loan with respect to such  month, (B) after the Bankruptcy  Coverage
Termination Date, with respect to each Mortgage Loan that became subject to a
Bankruptcy  Loss  during the  calendar  month  preceding  the month  of  such
Distribution Date, the interest portion of the related Debt Service Reduction
or Deficient  Valuation, (C)  each Relief Act  Reduction incurred  during the
calendar month  preceding the month of  such Distribution Date  and (D) after
the Fraud Loss Coverage  Termination Date, with respect to each Mortgage Loan
that became a  Fraud Loan during  the calendar month  preceding the month  of
such  Distribution Date the  excess of  one month's  interest at  the related
Adjusted Net  Mortgage Rate on the Stated  Principal Balance of such Mortgage
Loan as of the Due Date in such month over the amount of Liquidation Proceeds
applied as interest on such Mortgage Loan with respect to such month.

          (e)    Notwithstanding  the priority  and  allocation  contained in
Section 4.02(a), if, with respect  to any Class of Subordinated Certificates,
on  any  Distribution  Date  the  sum  of  the  related  Class  Subordination
Percentages of  such Class  and of all  Classes of  Subordinated Certificates
which  have  a  higher  numerical  Class designation  than  such  Class  (the
"Applicable Credit Support Percentage") is less than  the Original Applicable
Credit  Support Percentage  for  such  Class,  no distribution  of  Principal
Prepayments 
will be made to any such Classes (the "Restricted Classes") and the amount of
such  Principal Prepayments otherwise distributable to the Restricted Classes
shall be distributed to the Classes of Subordinated Certificates having lower
numerical  Class designations  than  such  Class, pro  rata,  based on  their
respective  Class Certificate Balances immediately prior to such Distribution
Date and shall  be distributed in the  sequential order set forth  in Section
4.02(a)(vi).

          SECTION 4.03.  (Reserved)
                         ----------

          SECTION 4.04.  (Reserved)
                         ----------

          SECTION 4.05.  Allocation of Realized Losses.
                         -----------------------------

          (a)   On or  prior to  each Determination  Date, the Trustee  shall
determine the total amount of  Realized Losses, including Excess Losses, with
respect to the related Distribution Date.

          Realized  Losses with  respect to  any Distribution  Date  shall be
allocated as follows:

                (i) the  applicable  PO  Percentage  of  any  Realized  Loss,
          including  any Excess  Loss, shall  be  allocated to  the Class  PO
          Certificates until the Class Certificate Balance thereof is reduced
          to zero; and

               (ii) (A) the applicable Non-PO Percentage of any Realized Loss
          (other than an Excess Loss) shall be allocated first, to the
                                                         -----

Subordinated  Certificates in  reverse order  of  their respective  numerical
Class designations, until  the respective Class  Certificate Balance of  each
such Class is reduced to zero and second, to the Senior Certificates (other
                                  ------
than the Class PO  and Class X Certificates), pro rata, on the basis of their
respective Class Certificate  Balances in each case immediately  prior to the
related Distribution Date  until the respective Class  Certificate Balance of
each such Class is reduced to zero, provided, however, that any pro rata
                                    --------  -------
allocation to  the  Class A-4  or  Class A-5  Certificates pursuant  to  this
subparagraph (ii)(A) shall be allocated  to the Class A-8 Certificates, until
the Class Certificate Balance thereof has been reduced to zero.;

               (B)  the applicable  Non-PO Percentage  of  any Excess  Losses
          shall be allocated to the Senior Certificates (other than the Class
          PO   Certificates)   and   the   Subordinated   Certificates   then
          outstanding,  pro  rata, on  the  basis of  their  respective Class
          Certificate  Balances  or,  until the  Class  Certificate  Balances
          thereof have been reduced to zero.

          (b)   The Class  Certificate Balance of  the Class  of Subordinated
Certificates  then outstanding with  the highest numerical  Class designation
shall be reduced on each  Distribution Date by the sum  of (i) the amount  of
any payments on  the Class PO  Certificates in respect  of Class PO  Deferred
Amounts and (ii)  the amount,  if any, by  which the  aggregate of the  Class
Certificate Balances of all outstanding Classes of Certificates (after giving
effect to the distribution of principal and the allocation of Realized Losses
and Class PO  Deferred Amounts  on such Distribution  Date) exceeds the  Pool
Stated Principal Balance for the following Distribution Date. 

          (c)  Any  Realized Loss allocated to a Class of Certificates or any
reduction  in  the Class  Certificate  Balance  of  a Class  of  Certificates
pursuant to Section 4.05(b) shall be allocated among the Certificates of such
Class in proportion to their respective Certificate Balances.

          (d)  Any allocation  of Realized Losses to a Certificate  or to any
Component  or any  reduction  in  the Certificate  Balance  of a  Certificate
pursuant to Section 4.05(b) shall be accomplished by reducing the Certificate
Balance  or Component Balance  thereof, as applicable,  immediately following
the distributions  made on the  related Distribution Date in  accordance with
the definition of  "Certificate Balance" or "Component Balance,"  as the case
may be.  


          SECTION 4.06.  Monthly Statements to Certificate-
                         ----------------------------------
                         holders.
                         -------

          (a)   Not  later than  each  Distribution Date,  the Trustee  shall
prepare  and   cause  to   be  forwarded   by  first  class   mail  to   each
Certificateholder, the Master Servicer and  the Depositor a statement setting
forth with respect to the related distribution:

               (i)  the  amount thereof  allocable  to principal,  separately
          identifying the aggregate  amount of any Principal  Prepayments and
          Liquidation Proceeds included therein;

              (ii)  the  amount  thereof  allocable  to  interest,  any Class
          Unpaid Interest  Shortfall included  in such  distribution and  any
          remaining  Class Unpaid Interest  Shortfall after giving  effect to
          such distribution;

             (iii)  if the  distribution  to the  Holders  of such  Class  of
          Certificates  is  less   than  the  full   amount  that  would   be
          distributable  to such  Holders  if  there  were  sufficient  funds
          available  therefor, the amount of the shortfall and the allocation
          thereof as between principal and interest;

              (iv)  the   Class   Certificate  Balance   of  each   Class  of
          Certificates after giving  effect to the distribution  of principal
          on such Distribution Date;

               (v)  the  Pool  Stated  Principal  Balance  for  the following
          Distribution Date;

              (vi)  the Senior Percentage and Subordinated Percentage for the
          following Distribution Date;

             (vii)  the amount  of the  Master Servicing  Fees and  Servicing
          Fees paid to  or retained by the Master  Servicer and the Servicers
          (with respect to  the Servicers, in the aggregate)  with respect to
          such Distribution Date;

            (viii)  the Pass-Through Rate for each such Class of Certificates
          with respect to such Distribution Date;

              (ix)  the  amount of Advances  included in the  distribution on
          such  Distribution  Date  and  the  aggregate  amount  of  Advances
          outstanding as of the close of business on such Distribution Date; 

               (x)  the number  and aggregate  principal amounts of  Mortgage
          Loans (A) delinquent  (exclusive of Mortgage Loans  in foreclosure)
          (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91  or
          more days and  (B) in foreclosure and  delinquent (1) 1 to  30 days
          (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days, as  of
          the  close  of business  on  the last  day  of  the calendar  month
          preceding such Distribution Date;

              (xi)  for  each of  the  preceding 12  calendar months,  or all
          calendar  months since  the Cut-off  Date,  whichever is  less, the
          aggregate dollar  amount of the  Scheduled Payments (A) due  on all
          Outstanding Mortgage Loans on  each of the  Due Dates in each  such
          month and (B)  delinquent 60 days or more on each  of the Due Dates
          in each such month;

             (xii)  with  respect to  any Mortgage  Loan that  became an  REO
          Property during the preceding  calendar month, the loan  number and
          Stated Principal Balance of  such Mortgage Loan as of  the close of
          business on the Determination Date preceding such Distribution Date
          and the date of acquisition thereof;

            (xiii)  the  total  number  and  principal  balance  of  any  REO
          Properties  (and market  value, if  available) as  of the  close of
          business  on the  Determination  Date  preceding such  Distribution
          Date;

             (xiv)  the  Senior  Prepayment  Percentage   for  the  following
          Distribution Date;

              (xv)  the aggregate  amount of Realized  Losses incurred during
          the  preceding calendar month and aggregate Realized Losses through
          such Distribution Date; and

             (xvi)  the Special Hazard  Loss Coverage Amount, the  Fraud Loss
          Coverage  Amount and the  Bankruptcy Loss Coverage  Amount, in each
          case as of the related Determination Date.

          (b)     The  Trustee's  responsibility  for  disbursing  the  above
information  to  the  Certificateholders  is  limited  to  the  availability,
timeliness and accuracy of the  information derived from the Master Servicer.
The Trustee  will send  a copy of  each statement  provided pursuant  to this
Section 4.06 to each Rating Agency.

          (c)   Within a  reasonable period  of time  after the  end of  each
calendar year, the Trustee shall cause to be furnished  to each Person who at
any  time during  the  calendar  year was  a  Certificateholder, a  statement
containing the information set forth  in clauses (a)(i), (a)(ii) and (a)(vii)
of this Section 4.06 aggregated for such calendar year or  applicable portion
thereof during which such Person was a Certificateholder.  Such obligation of
the Trustee  shall  be deemed  to  have been  satisfied  to the  extent  that
substantially  comparable  information  shall  be  provided  by  the  Trustee
pursuant to any requirements of the Code as from time to time in effect.

          SECTION 4.07.  Determination of Pass-Through Rates for COFI
                         --------------------------------------------
Certificates.
- ------------

          The Pass-Through Rate for each  Class of COFI Certificates for each
Interest Accrual  Period after the  initial Interest Accrual Period  shall be
determined by the Trustee as provided below on the basis of the Index and the
applicable   formulae  appearing  in  footnotes  corresponding  to  the  COFI
Certificates  in  (1)  to the  table  relating  to  the  Certificates in  the
Preliminary Statement.

          Except as  provided below,  with respect  to each Interest  Accrual
Period following the  initial Interest Accrual Period, the  Trustee shall not
later  than two  Business Days  following the  publication of  the applicable
Index  determine the  Pass-Through Rate  at  which interest  shall accrue  in
respect of the COFI Certificates during the related Interest Accrual Period.

          Except as provided below, the Index  to be used in determining  the
respective  Pass-Through Rates  for  the COFI  Certificates for  a particular
Interest Accrual Period shall be COFI 
for the second  calendar month preceding such Interest Accrual Period.  If at
the Outside  Reference Date  for any  Interest Accrual Period,  COFI for  the
second calendar  month preceding  such Interest Accrual  Period has  not been
published, the Trustee shall use COFI  for the third calendar month preceding
such Interest  Accrual Period.   If  COFI for  neither the  second nor  third
calendar months preceding  any Interest Accrual Period has  been published on
or before  the related Outside  Reference Date, the  Index for such  Interest
Accrual Period and for all subsequent  Interest Accrual Periods shall be  the
National Cost  of Funds  Index for  the third  calendar month  preceding such
Interest  Accrual Period  (or the  fourth  preceding calendar  month if  such
National Cost  of Funds Index for the third  preceding calendar month has not
been  published  by such  Outside Reference  Date).   In  the event  that the
National Cost of Funds Index for neither the third nor fourth calendar months
preceding an  Interest Accrual  Period has  been published  on or before  the
related Outside Reference Date, then for such Interest Accrual Period and for
each succeeding Interest Accrual Period, the Index shall be LIBOR, determined
in the manner set forth below.

          On  each   Interest  Determination  Date   so  long  as   the  COFI
Certificates are outstanding and the  applicable Index therefor is LIBOR, the
Trustee shall either (i) request each Reference Bank to inform the Trustee of
the quotation  offered by  its principal London  office for  making one-month
United  States dollar  deposits  in  leading banks  in  the London  interbank
market, as of 11:00 a.m. (London time) on such Interest Determination Date or
(ii)  in  lieu  of making  any  such  request, rely  on  such  Reference Bank
quotations that  appear at  such time  on the  Reuters Screen  LIBO Page  (as
defined in the  International Swap Dealers Association Inc.  Code of Standard
Wording, Assumptions and  Provisions for Swaps, 1986 Edition),  to the extent
available.

          With  respect  to  any  Interest  Accrual  Period   for  which  the
applicable Index  is LIBOR, LIBOR  for such Interest  Accrual Period  will be
established  by the  Trustee on  the related  Interest Determination  Date as
follows:

          (a)   If on any Interest  Determination Date two or  more Reference
Banks provide  such offered quotations,  LIBOR for the next  Interest Accrual
Period shall be the arithmetic mean of such offered quotations (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/32%).

          (b)  If on any Interest Determination Date only one or none of  the
Reference Banks provides such offered quotations, LIBOR for the next Interest
Accrual Period shall be whichever is the higher of (i) LIBOR as determined on
the previous Interest  Determination Date or (ii) the  Reserve Interest Rate.
The "Reserve  Interest Rate" shall  be the rate  per annum which  the Trustee
determines to be either (i) the arithmetic mean (rounded upwards if 
necessary  to the nearest  whole multiple of  1/32%) of  the one-month United
States dollar lending rates that New York City banks selected by  the Trustee
are quoting,  on the relevant  Interest Determination Date, to  the principal
London offices  of  at  least  two  of the  Reference  Banks  to  which  such
quotations are, in the opinion of the Trustee, being so made, or (ii) in  the
event that the Trustee can determine no such arithmetic mean, the lowest one-
month United States dollar lending rate which New York City banks selected by
the  Trustee are  quoting  on  such Interest  Determination  Date to  leading
European banks.

          From such time  as the applicable Index becomes LIBOR  until all of
the COFI Certificates are paid in full, the Trustee will at all  times retain
at  least four  Reference Banks for  the purposes  of determining  LIBOR with
respect to each  interest Determination Date.  The  Master Servicer initially
shall  designate the  Reference Banks.    Each "Reference  Bank"  shall be  a
leading   bank  engaged  in  transactions  in   Eurodollar  deposits  in  the
international Eurocurrency market, shall not control, be controlled by, or be
under common control with, the Trustee and shall have an established place of
business in London.  If any such Reference Bank should be unwilling or unable
to act as such or if the Master Servicer should terminate its appointment  as
Reference  Bank, the Trustee shall promptly appoint  or cause to be appointed
another  Reference   Bank.     The  Trustee  shall   have  no   liability  or
responsibility to any Person for (i) the selection of any Reference  Bank for
purposes of determining LIBOR  or (ii) any inability to retain  at least four
Reference Banks  which  is  caused  by circumstances  beyond  its  reasonable
control.

          In  determining  LIBOR  and  any Pass-Through  Rate  for  the  COFI
Certificates or any Reserve Interest  Rate, the Trustee may conclusively rely
and  shall be  protected  in  relying upon  the  offered quotations  (whether
written, oral or on the Reuters  Screen) from the Reference Banks or the  New
York City banks as to LIBOR or the  Reserve Interest Rate, as appropriate, in
effect from  time to  time.   The  Trustee shall  not have  any liability  or
responsibility to any Person for (i) the Trustee's selection of New York City
banks for  purposes of  determining  any Reserve  Interest Rate  or (ii)  its
inability,  following  a   good-faith  reasonable  effort,  to   obtain  such
quotations  from  the  Reference Banks  or  the  New York  City  banks  or to
determine such arithmetic mean, all as provided for in this Section 4.07.

          The establishment of LIBOR and each Pass-Through Rate for the LIBOR
Certificates  by the  Trustee shall  (in  the absence  of manifest  error) be
final,  conclusive and  binding upon  each Holder  of  a Certificate  and the
Trustee.

          SECTION 4.08.  Determination of Pass-Through Rates for LIBOR
                         ---------------------------------------------
Certificates.
- ------------

          On  each  Interest  Determination   Date  so  long  as  the   LIBOR
Certificates  are outstanding,  the  Trustee shall  either  (i) request  each
Reference Bank  to  inform  the  Trustee  of the  quotation  offered  by  its
principal London office for making one-month United States dollar deposits to
leading banks in the London interbank market, as of 11:00 a.m.  (London time)
on  such  Interest Determination  Date or  (ii)  in lieu  of making  any such
request, rely on such Reference Bank  quotations that appear at such time  on
the Reuters Screen  LIBO Page (as defined  in the International  Swap Dealers
Association  Inc. Code  of Standard Wording,  Assumptions and  provisions for
Swaps, 1986 Edition), to the extent available.

          LIBOR for the  next Interest Accrual Period will  be established by
the Trustee on each interest Determination Date as follows:

          (a)   If on any interest  Determination Date two or  more Reference
Banks provide  such offered quotations,  LIBOR for the next  Interest Accrual
Period shall be the arithmetic mean of such offered quotations (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/32%).

          (b)  If  on any Interest Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR for the next Interest
Accrual Period shall be whichever is the higher of (i) LIBOR as determined on
the previous Interest  Determination Date or (ii) the  Reserve Interest Rate.
The "Reserve Interest  Rate" shall be  the rate per  annum which the  Trustee
determines to be either (i) the arithmetic mean (rounded upwards if necessary
to the nearest whole multiple of 1/32%) of the one-month United States dollar
lending rates that New  York City banks selected by the  Trustee are quoting,
on the relevant Interest Determination  Date, to the principal London offices
of at least two of  the Reference Banks to which such quotations  are, in the
opinion of the Trustee, being so made, or (ii) in the event  that the Trustee
can determine  no such  arithmetic mean, the  lowest one-month  United States
dollar  lending rate which  New York City  banks selected by  the Trustee are
quoting on such Interest Determination Date to leading European banks.

          (c)   If on any interest Determination Date the trustee is required
but is unable to  determine the Reserve Interest Rate in  the manner provided
in paragraph (b) above, LIBOR shall  be LIBOR as determined on the  preceding
Interest  Determination  Date,  or,  in   the  case  of  the  first  Interest
Determination Date, the Initial LIBOR Rate.

          Until all of the LIBOR Certificates  are paid in full, the  Trustee
will  at all times  retain at least  four Reference Banks for  the purpose of
determining  LIBOR with  respect to  each Interest  Determination Date.   The
Master  Servicer  initially  shall  designate  the  Reference  Banks.    Each
"Reference Bank" shall be a leading bank 
engaged  in  transactions   in  Eurodollar  deposits  in   the  international
Eurocurrency market, shall not control, be  controlled by, or be under common
control with, the  Trustee and shall have an established place of business in
London.  If any such  Reference Bank should be unwilling or unable  to act as
such  or if the Master Servicer should terminate its appointment as Reference
Bank, the  Trustee shall  promptly appoint or  cause to be  appointed another
Reference Bank.  The Trustee shall have no liability or responsibility to any
Person  for  (i)  the  selection  of  any  Reference  Bank  for  purposes  of
determining LIBOR  or (ii) any  inability to retain  at least  four Reference
Banks which is caused by circumstances beyond its reasonable control.

          The Pass-Through Rate for each Class of LIBOR Certificates for each
Interest Accrual Period  shall be determined by the Trustee  on each Interest
Determination Date so long as  the LIBOR Certificates are outstanding on  the
basis  of   LIBOR  and  the   respective  formulae  appearing   in  footnotes
corresponding  to  the  LIBOR  Certificates  in the  table  relating  to  the
Certificates in the Preliminary Statement.

          In  determining  LIBOR,   any  Pass-Through  Rate  for   the  LIBOR
Certificates or any Reserve Interest  Rate, the Trustee may conclusively rely
and  shall be  protected  in  relying upon  the  offered quotations  (whether
written,  oral or on the Reuters Screen)  from the Reference Banks or the New
York City banks as to LIBOR or the Reserve  Interest Rate, as appropriate, in
effect  from time  to time.   The  Trustee  shall not  have any  liability or
responsibility to any Person for (i) the Trustee's selection of New York City
banks for  purposes of  determining  any Reserve  Interest Rate  or (ii)  its
inability,  following  a   good-faith  reasonable  effort,  to   obtain  such
quotations  from  the  Reference Banks  or  the  New York  City  banks  or to
determine such arithmetic mean, all as provided for in this Section 4.08.

          The establishment of LIBOR and each Pass-Through Rate for the LIBOR
Certificates  by the  Trustee shall  (in  the absence  of manifest  error) be
final,  conclusive and  binding upon  each Holder  of  a Certificate  and the
Trustee.


                                  ARTICLE V

                               THE CERTIFICATES

          SECTION 5.01.  The Certificates.
                         ----------------

          The  Certificates  shall  be substantially  in  the  forms attached
hereto  as exhibits.  The Certificates shall  be issuable in registered form,
in  the minimum denominations,  integral multiples in  excess thereof (except
that one Certificate in each Class may be issued in a different  amount which
must  be in  excess of  the  applicable minimum  denomination) and  aggregate
denominations per Class set forth in the Preliminary Statement.

          Subject to  Section 9.02 respecting  the final distribution  on the
Certificates,  on each Distribution Date the Trustee shall make distributions
to  each Certificateholder of record on  the preceding Record Date either (x)
by wire transfer in immediately available funds to the account of such holder
at a bank or other entity having appropriate facilities therefor, if (i) such
Holder has  so notified the Trustee at least  five Business Days prior to the
related Record  Date and (ii)  such Holder shall  hold (A) a  Notional Amount
Certificate, (B)  100%  of the  Class  Certificate Balance  of any  Class  of
Certificates  or  (C)  Certificates of  any  Class  with aggregate  principal
Denominations of  not less than  $1,000,000 or (y)  by check mailed  by first
class mail to  such Certificateholder at the address of such holder appearing
in the Certificate Register.

          The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an  authorized officer.  Certificates bearing the
manual or  facsimile signatures  of individuals  who were, at  the time  such
signatures were affixed, authorized  to sign on behalf  of the Trustee  shall
bind the Trustee,  notwithstanding that such individuals or any  of them have
ceased to be  so authorized prior to the countersignature and delivery of any
such  Certificates  or  did  not  hold  such  offices  at  the  date  of such
Certificate.   No  Certificate shall  be entitled to  any benefit  under this
Agreement, or be valid for any  purpose, unless countersigned by the  Trustee
by manual signature, and such  countersignature upon any Certificate shall be
conclusive evidence,  and the only  evidence, that such Certificate  has been
duly  executed and delivered hereunder.   All Certificates shall be dated the
date  of their  countersignature.   On  the Closing  Date, the  Trustee shall
countersign the  Certificates to be issued at the direction of the Depositor,
or any affiliate thereof.

          The  Depositor shall  provide,  or  cause to  be  provided, to  the
Trustee  on a  continuous basis,  an  adequate inventory  of Certificates  to
facilitate transfers.



          SECTION 5.02.  Certificate Register; Registration of Transfer and
                         --------------------------------------------------
Exchange of Certificates.
- ------------------------

          (a)   The Trustee  shall maintain,  or  cause to  be maintained  in
accordance with  the provisions of  Section 5.06, a Certificate  Register for
the Trust Fund in which, subject to the provisions of subsections (b) and (c)
below and 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.     Upon  surrender   for
registration of  transfer of any  Certificate, the Trustee shall  execute and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class and aggregate Percentage Interest.

          At the option of a Certificateholder, Certificates may be exchanged
for  other Certificates  of the  same Class  in authorized  denominations and
evidencing  the same  aggregate  Percentage Interest  upon  surrender of  the
Certificates  to  be exchanged  at  the  office  or  agency of  the  Trustee.
Whenever any Certificates are so  surrendered for exchange, the Trustee shall
execute,  authenticate, and deliver  the Certificates which  the Certificate-
holder  making  the exchange  is  entitled  to  receive.   Every  Certificate
presented or  surrendered for registration  of transfer or exchange  shall be
accompanied  by a written instrument of transfer  in form satisfactory to the
Trustee duly executed  by the holder thereof or his  attorney duly authorized
in writing.

          No service charge  to the Certificateholders shall be  made for any
registration of transfer  or exchange of Certificates,  but 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 may be required.

          All  Certificates  surrendered  for  registration  of  transfer  or
exchange  shall be  cancelled and  subsequently destroyed  by the  Trustee in
accordance with the Trustee's customary procedures.

          (b)  No transfer of a Private Certificate shall be made unless such
transfer is  made pursuant to  an effective registration statement  under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under  said Act and such state securities laws.  In
the event that a  transfer is to be made  in reliance upon an exemption  from
the  Securities Act  and such laws,  in order  to assure compliance  with the
Securities Act and  such laws, the Certificateholder desiring  to effect such
transfer  and  such  Certificateholder's  prospective  transferee shall  each
certify  to the  Trustee in  writing the  facts  surrounding the  transfer in
substantially the form set forth  in Exhibit J (the "Transferor Certificate")
and (i) deliver  a letter in substantially the form of  either Exhibit K (the
"Investment  Letter") or Exhibit  L (the  "Rule 144A  Letter") or  (ii) there
shall 
be delivered to  the Trustee at the  expense of the transferor  an Opinion of
Counsel that  such transfer  may be made  pursuant to  an exemption  from the
Securities Act.   The  Depositor shall  provide to  any Holder  of a  Private
Certificate  and any  prospective transferee  designated by any  such Holder,
information regarding  the related  Certificates and  the Mortgage  Loans and
such other  information as  shall be  necessary to satisfy  the condition  to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration  thereof  under  the  Securities  Act  pursuant  to  the
registration  exemption provided by  Rule 144A.   The Trustee  and the Master
Servicer  shall cooperate  with  the  Depositor in  providing  the Rule  144A
information  referenced in the preceding sentence, including providing to the
Depositor such information regarding the Certificates, the Mortgage Loans and
other  matters regarding  the Trust  Fund as  the Depositor  shall reasonably
request to meet its obligation under the preceding sentence.  Each  Holder of
a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify  the Trustee and the Depositor, the Seller and the Master
Servicer against  any liability  that may result  if the  transfer is  not so
exempt or is not made in accordance with such federal and state laws.

          No transfer of an ERISA-Restricted Certificate shall be made unless
the  Trustee  shall  have  received  either (i)  a  representation  from  the
transferee  of such  Certificate  acceptable  to and  in  form and  substance
satisfactory to  the Trustee  (in the  event such  Certificate  is a  Private
Certificate or a Residual Certificate,  such requirement is satisfied only by
the  Trustee's  receipt  of  a  representation  letter  from  the  transferee
substantially in the form of Exhibit K or Exhibit L), to the effect that such
transferee is not an employee benefit plan or arrangement subject to  Section
406 of  ERISA or a  plan subject to  Section 4975 of  the Code, nor  a person
acting on behalf of  any such plan or arrangement nor using the assets of any
such plan or arrangement to effect such transfer, or (ii) if the purchaser is
an insurance  company, a  representation that the  purchaser is  an insurance
company  which is  purchasing such  Certificates with  funds contained  in an
"insurance  company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption  95-60 ("PTCE 95-60")) and that the
purchase and  holding of such  Certificates are  covered under PTCE  95-60 or
(iii)  in the  case of  any such  ERISA-Restricted Certificate  presented for
registration in the  name of an employee benefit plan subject  to ERISA, or a
plan or  arrangement  subject to  Section  4975 of  the  Code (or  comparable
provisions of any  subsequent enactments), or a  trustee of any such  plan or
any other  person acting on behalf  of any such plan or  arrangement or using
such plan's  or arrangement's assets,  an Opinion of Counsel  satisfactory to
the Trustee,  which Opinion of Counsel shall not be  an expense of either the
Trustee  or the Trust Fund, addressed to  the Trustee, to the effect that the
purchase or holding  of such ERISA-Restricted Certificate will  not result in
the assets of the Trust Fund being deemed to be "plan assets" and 
subject to the  prohibited transaction provisions of  ERISA and the Code  and
will not subject the Trustee to any obligation in addition to those expressly
undertaken in  this  Agreement or  to any  liability.   For  purposes of  the
preceding sentence, with respect to  an ERISA-Restricted Certificate that  is
not  a  Private  Certificate or  a  Residual  Certificate, in  the  event the
representation letter referred to in the preceding sentence is not furnished,
such representation shall be deemed  to have been made to the Trustee  by the
transferee's  (including  an  initial acquiror's)  acceptance  of  the ERISA-
Restricted  Certificates.    Notwithstanding anything  else  to  the contrary
herein, any  purported transfer of  an ERISA-Restricted Certificate to  or on
behalf of an employee benefit  plan subject to ERISA  or to the Code  without
the  delivery to  the Trustee of  an Opinion  of Counsel satisfactory  to the
Trustee as described above shall be void and of no effect.

          To the  extent permitted under  applicable law (including,  but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of  transfer of any ERISA-Restricted Certificate  that is in
fact not permitted by this  Section 5.02(b) or for making any payments due on
such  Certificate  to the  Holder  thereof or  taking  any other  action with
respect to  such Holder under the provisions of this Agreement so long as the
transfer  was registered  by the  Trustee  in accordance  with the  foregoing
requirements.

          (c)  Each  Person who has or who acquires any Ownership Interest in
a Residual Certificate shall  be deemed by  the acceptance or acquisition  of
such  Ownership Interest  to  have  agreed  to  be  bound  by  the  following
provisions, and the rights of each Person acquiring any Ownership Interest in
a Residual Certificate are expressly subject to the following provisions:

               (i)  Each  Person holding or acquiring any  Ownership Interest
          in a Residual Certificate shall be a Permitted Transferee and shall
          promptly notify  the Trustee of  any change or impending  change in
          its status as a Permitted Transferee.

              (ii)   No Ownership Interest  in a Residual Certificate  may be
          registered on the  Closing Date or thereafter  transferred, and the
          Trustee shall not register the Transfer of any Residual Certificate
          unless, in addition to the certificates required to be delivered to
          the  Trustee under subparagraph  (b) above, the  Trustee shall have
          been furnished with an affidavit (a "Transfer Affidavit") of the
                                               ------------------
initial owner  or the  proposed transferee  in the  form  attached hereto  as
Exhibit I.

             (iii)  Each  Person holding or acquiring  any Ownership Interest
          in  a Residual  Certificate shall  agree (A)  to obtain  a Transfer
          Affidavit from any other Person to whom 
          such Person  attempts  to  Transfer its  Ownership  Interest  in  a
          Residual Certificate, (B)  to obtain a Transfer  Affidavit from any
          Person for whom such Person is acting as nominee, trustee  or agent
          in connection with  any Transfer of a Residual  Certificate and (C)
          not to Transfer its Ownership Interest in a Residual Certificate or
          to  cause the  Transfer  of  an Ownership  Interest  in a  Residual
          Certificate to  any other  Person if it  has actual  knowledge that
          such Person is not a Permitted Transferee.

              (iv)   Any  attempted or  purported Transfer  of  any Ownership
          Interest in a  Residual Certificate in violation  of the provisions
          of this Section 5.02(c) shall be absolutely null and void and shall
          vest  no rights  in the  purported  Transferee.   If any  purported
          transferee  shall become  a  Holder of  a  Residual Certificate  in
          violation of the provisions of  this Section 5.02(c), then the last
          preceding Permitted Transferee shall  be restored to all  rights as
          Holder thereof retroactive to the date of registration  of Transfer
          of  such Residual  Certificate.    The Trustee  shall  be under  no
          liability  to any  Person for  any  registration of  Transfer of  a
          Residual  Certificate that  is  in fact  not  permitted by  Section
          5.02(b) and  this Section 5.02(c) or for making any payments due on
          such Certificate to  the Holder thereof or taking  any other action
          with respect to such Holder  under the provisions of this Agreement
          so long as the Transfer was registered after receipt of the related
          Transfer Affidavit, Transferor Certificate and either the Rule 144A
          Letter or the Investment Letter.  The Trustee shall be entitled but
          not obligated to recover from  any Holder of a Residual Certificate
          that was in fact not a Permitted Transferee at the time it became a
          Holder  or,  at such  subsequent  time as  it became  other  than a
          Permitted   Transferee,  all   payments  made   on   such  Residual
          Certificate at and after  either such time.   Any such payments  so
          recovered by the Trustee shall be paid and delivered by the Trustee
          to the last preceding Permitted Transferee of such Certificate.

               (v)    The  Depositor  shall  use its  best  efforts  to  make
          available,  upon receipt of  written request from  the Trustee, all
          information  necessary to  compute any  tax  imposed under  Section
          860E(e) of  the Code  as a  result of  a Transfer  of an  Ownership
          Interest  in a  Residual Certificate  to any  Holder who  is not  a
          Permitted Transferee.

          The restrictions on  Transfers of a Residual  Certificate set forth
in this Section 5.02(c) shall cease to  apply (and the applicable portions of
the legend  on  a  Residual  Certificate  may be  deleted)  with  respect  to
Transfers occurring after  delivery to the Trustee of an  Opinion of Counsel,
which Opinion of Counsel shall 
not be  an expense of the Trust  Fund, the Trustee, the Seller  or the Master
Servicer, to the  effect that the elimination  of such restrictions  will not
cause the Trust Fund hereunder to fail to qualify as a REMIC at any time that
the Certificates are  outstanding or result in  the imposition of any  tax on
the  Trust Fund, a Certificateholder or  another Person.  Each Person holding
or acquiring any Ownership Interest in a Residual Certificate hereby consents
to any  amendment of  this Agreement which,  based on  an Opinion  of Counsel
furnished to  the Trustee,  is reasonably  necessary (a)  to ensure that  the
record ownership of, or any beneficial interest in, a Residual Certificate is
not transferred, directly or indirectly, to a Person that is not  a Permitted
Transferee and  (b) to  provide  for a  means to  compel  the Transfer  of  a
Residual Certificate  which  is held  by a  Person that  is  not a  Permitted
Transferee to a Holder that is a Permitted Transferee.

          (d)  The preparation and  delivery of all certificates and opinions
referred to  above in this Section 5.02 in  connection with transfer shall be
at the expense of the parties to such transfers.

          (e)  Except as provided below, the Book-Entry Certificates shall at
all times remain registered  in the name of the Depository or its nominee and
at all times:  (i) registration of the Certificates may not be transferred by
the Trustee except to another  Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and  transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry  Certificates on the books of the
Depository  shall  be  governed  by  applicable   rules  established  by  the
Depository; (iv)  the Depository  may collect its  usual and  customary fees,
charges and expenses from its  Depository Participants; (v) the Trustee shall
deal  with the Depository, Depository Participants and indirect participating
firms  as  representatives  of  the  Certificate  Owners  of  the  Book-Entry
Certificates  for purposes  of exercising  the rights  of holders  under this
Agreement, and requests and directions  for and votes of such representatives
shall  not be  deemed to  be inconsistent  if they  are made with  respect to
different  Certificate Owners;  and (vi)  the Trustee may  rely and  shall be
fully protected in relying upon  information furnished by the Depository with
respect to  its  Depository  Participants  and furnished  by  the  Depository
Participants with respect  to indirect participating firms and  persons shown
on  the books  of  such indirect  participating firms  as direct  or indirect
Certificate Owners.

          All  transfers  by Certificate  Owners  of  Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant  or brokerage  firm representing  such Certificate  Owner.   Each
Depository  Participant  shall  only   transfer  Book-Entry  Certificates  of
Certificate Owners it represents or of  brokerage firms for which it acts  as
agent in accordance with the Depository's normal procedures.

          If (x) (i)  the Depository or the Depositor  advises the Trustee in
writing  that  the  Depository  is no  longer  willing  or  able to  properly
discharge its  responsibilities as  Depository, and (ii)  the Trustee  or the
Depositor is unable to locate a qualified successor, (y) the Depositor at its
option advises the Trustee in writing  that it elects to terminate the  book-
entry system  through the Depository or (z) after  the occurrence of an Event
of Default, Certificate  Owners representing at least 51%  of the Certificate
Balance of  the Book-Entry Certificates  together advise the Trustee  and the
Depository   through  the  Depository   Participants  in  writing   that  the
continuation of a  book-entry system through the  Depository is no longer  in
the best  interests of the  Certificate Owners, the Trustee  shall notify all
Certificate Owners,  through the  Depository, of the  occurrence of  any such
event  and of the  availability of definitive,  fully-registered Certificates
(the  "Definitive Certificates") to  Certificate Owners requesting  the same.
Upon  surrender to the  Trustee of the  related Class of  Certificates by the
Depository, accompanied by the instructions from the Depository for registra-
tion,  the Trustee  shall issue  the  Definitive Certificates.   Neither  the
Master Servicer, the Depositor nor the Trustee shall be liable for  any delay
in delivery of such instruction and each  may conclusively rely on, and shall
be protected  in relying on,  such instructions.   The Master  Servicer shall
provide the Trustee with an  adequate inventory of certificates to facilitate
the  issuance and transfer of Definitive  Certificates.  Upon the issuance of
Definitive Certificates  all references herein to obligations imposed upon or
to  be performed by  the Depository shall  be deemed  to be imposed  upon and
performed  by the  Trustee, to  the extent  applicable with  respect  to such
Definitive Certificates  and the Trustee  shall recognize the Holders  of the
Definitive Certificates as Certificateholders hereunder; provided that the
                                                         --------
Trustee  shall not  by virtue  of its assumption  of such  obligations become
liable to any party for any act or failure to act of the Depository.

          SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates.
                         ------------------------------------ ------------

          If (a) any mutilated Certificate  is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any  Certificate and (b) there  is delivered to the  Master Servicer
and the Trustee 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 that
such  Certificate has  been acquired  by a bona  fide purchaser,  the Trustee
shall execute,  countersign and deliver,  in exchange for  or in lieu  of any
such mutilated, destroyed,  lost or stolen Certificate, a  new Certificate of
like Class, tenor and  Percentage Interest.  In connection with  the issuance
of any new Certificate under this  Section 5.03, the Trustee may require  the
payment  of a sum  sufficient to cover  any tax or  other governmental charge
that may 
be imposed in relation thereto and any other expenses (including the fees and
expenses of the  Trustee) connected therewith.   Any replacement  Certificate
issued  pursuant  to  this   Section  5.03  shall  constitute  complete   and
indefeasible evidence of  ownership, 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.
                         ---------------------

          The  Master Servicer,  the  Trustee  and any  agent  of the  Master
Servicer or the Trustee may treat the Person in whose name any Certificate is
registered  as the  owner of such  Certificate for  the purpose  of receiving
distributions  as provided  in  this  Agreement and  for  all other  purposes
whatsoever, and neither the Master Servicer, the Trustee nor any agent of the
Master  Servicer  or the  Trustee  shall be  affected  by any  notice  to the
contrary.

          SECTION 5.05.  Access to List of Certificateholders' Names and
                         -----------------------------------------------
Addresses.
- ---------

          If three or more Certificateholders (a) request such information in
writing from  the Trustee, (b)  state that such Certificateholders  desire to
communicate with other Certificateholders with  respect to their rights under
this Agreement  or under  the Certificates,  and (c)  provide a  copy of  the
communication which such  Certificateholders propose to  transmit, or if  the
Depositor or Master  Servicer shall request such information  in writing from
the  Trustee, then  the Trustee  shall,  within ten  Business Days  after the
receipt of such request, provide  the Depositor, the Master Servicer  or such
Certificateholders at  such recipients' expense  the most recent list  of the
Certificateholders of  such Trust  Fund held  by the  Trustee, if  any.   The
Depositor  and   every  Certificateholder,   by  receiving   and  holding   a
Certificate, agree  that the Trustee shall not  be held accountable by reason
of  the   disclosure  of  any  such  information  as   to  the  list  of  the
Certificateholders  hereunder, regardless  of  the  source  from  which  such
information was derived.

          SECTION 5.06.  Maintenance of Office or Agency.
                         -------------------------------

          The Trustee will maintain  or cause to be maintained at its expense
an  office  or  offices  or  agency  or  agencies  in  New  York  City  where
Certificates may  be surrendered  for registration of  transfer or  exchange.
The  Trustee  initially  designates  its  Corporate  Trust  Office  for  such
purposes.     The   Trustee  will   give   prompt  written   notice  to   the
Certificateholders of  any change  in such  location of  any  such office  or
agency.


                                  ARTICLE VI

                    THE DEPOSITOR AND THE MASTER SERVICER

          SECTION 6.01.  Respective Liabilities of the Depositor and the
                         -----------------------------------------------
Master Servicer.
- ---------------

          The  Depositor and  the Master  Servicer  shall each  be liable  in
accordance herewith  only to the  extent of the obligations  specifically and
respectively imposed upon and undertaken by them herein.

          SECTION 6.02.  Merger or Consolidation of the Depositor or the
                         -----------------------------------------------
Master Servicer.
- ---------------

          The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as  a corporation under the laws of  the
United States or  under the laws of  one of the states thereof  and will each
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, or  any of  the
Mortgage Loans and to perform its respective duties under this Agreement.

          Any Person into which the  Depositor or the Master Servicer may  be
merged  or  consolidated,  or  any   Person  resulting  from  any  merger  or
consolidation to which the Depositor or the Master Servicer shall be a party,
or any  person succeeding  to the  business of  the Depositor  or the  Master
Servicer, shall be the successor of the  Depositor or the Master Servicer, as
the case may be,  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 the successor or
                              --------  -------
surviving  Person to the Master Servicer shall  be qualified to sell mortgage
loans to, and to service mortgage loans on behalf of, FNMA or FHLMC.

          SECTION 6.03.  Limitation on Liability of the Depositor, the
                         ---------------------------------------------
Seller, the Master Servicer and Others.
- --------------------------------------

          None of  the Depositor, the  Seller, the Master Servicer  or any of
the directors, officers, employees or agents of the Depositor, the Seller  or
the Master  Servicer shall be  under any liability to  the Certificateholders
for any action taken or for refraining from the taking of any  action in good
faith pursuant to this Agreement, or for errors in judgment; provided,
                                                             --------
however, that this provision shall not protect the Depositor, the Seller, the
- -------
Master Servicer or any such Person  against any breach of representations  or
warranties made by it herein or protect the Depositor, the Seller, the Master
Servicer or any such Person from 
any  liability  which  would  otherwise  be imposed  by  reasons  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
Depositor,  the  Seller,  the  Master  Servicer  and  any director,  officer,
employee  or agent of  the Depositor, the  Seller or the  Master Servicer may
rely in good faith on any document of any kind prima facie properly executed
                                               ----- -----
and submitted by  any Person respecting any  matters arising hereunder.   The
Depositor,  the  Seller,  the  Master  Servicer  and  any  director, officer,
employee or agent of the Depositor,  the Seller or the Master Servicer  shall
be indemnified  by  the  Trust  Fund and  held  harmless  against  any  loss,
liability or  expense incurred in  connection with any audit,  controversy or
judicial proceeding relating to a  governmental taxing authority or any legal
action  relating to this Agreement or the  Certificates, other than any loss,
liability or expense related to any  specific Mortgage Loan or Mortgage Loans
(except  as  any   such  loss,  liability  or  expense   shall  be  otherwise
reimbursable pursuant to  this Agreement) and any loss,  liability or expense
incurred by reason of  willful misfeasance, bad faith or  gross negligence in
the performance  of duties  hereunder or by  reason of reckless  disregard of
obligations and  duties hereunder.  None of the  Depositor, the Seller or the
Master Servicer shall  be under  any obligation  to appear  in, prosecute  or
defend  any legal  action  that is  not incidental  to its  respective duties
hereunder  and  which in  its  opinion  may  involve  it in  any  expense  or
liability; provided, however, that any of the Depositor, the Seller or the
           --------  -------
Master Servicer  may in its discretion undertake any  such action that it may
deem necessary or desirable  in respect of this Agreement and  the rights and
duties  of  the  parties  hereto  and  interests  of  the  Trustee   and  the
Certificateholders hereunder.  In such event, the legal expenses and costs of
such action  and any liability  resulting therefrom shall be  expenses, costs
and  liabilities of  the Trust Fund,  and the  Depositor, the Seller  and the
Master  Servicer  shall be  entitled  to be  reimbursed therefor  out  of the
Certificate Account.

          SECTION 6.04.  Limitation on Resignation of the Master Servicer.
                         ------------------------------------------------

          The  Master Servicer  shall  not resign  from  the obligations  and
duties  hereby  imposed on  it  except (a)  upon  appointment of  a successor
servicer and receipt by the Trustee of a letter from each Rating  Agency that
such a resignation  and appointment will not  result in a downgrading  of the
rating of any of the Certificates, or  (b) upon determination that its duties
hereunder  are  no  longer  permissible  under  applicable  law.    Any  such
determination under  clause  (b) 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  master servicer  shall  have assumed  the Master  Servicer's
responsibilities, duties, liabilities and obligations hereunder.


                                 ARTICLE VII

                                   DEFAULT

          SECTION 7.01.  Events of Default.
                         -----------------

          "Event  of Default,"  wherever used  herein, means  any one  of the
following events:

               (i)  any  failure by  the Master  Servicer  to deposit  in the
          Certificate Account or remit to the Trustee any payment (other than
          a payment  required to be made  under Section 4.01) required  to be
          made  under  the  terms  of  this  Agreement, which  failure  shall
          continue unremedied for five days after the date upon which written
          notice of such failure shall have been given to the Master Servicer
          by the  Trustee or the Depositor or to  the Master Servicer and the
          Trustee by the Holders  of Certificates having not less than 25% of
          the Voting Rights evidenced by the Certificates; or

              (ii)  any failure by the Master Servicer to observe  or perform
          in any material respect any other of the covenants or agreements on
          the part of the Master  Servicer contained in this Agreement, which
          failure shall continue unremedied for a period of 60 days after the
          date on which written notice of such  failure shall have been given
          to the  Master Servicer by the Trustee or  the Depositor, or to the
          Master  Servicer  and the  Trustee by  the Holders  of Certificates
          evidencing not  less than 25% of the Voting Rights evidenced by the
          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  receiver or  liquidator  in any  insolvency, readjustment  of
          debt, marshalling of assets and liabilities or similar proceedings,
          or for  the winding-up  or liquidation of  its affairs,  shall have
          been entered against  the Master Servicer and such  decree or order
          shall have remained in force  undischarged or unstayed for a period
          of 60 consecutive days; or

             (iv)  the Master  Servicer shall consent to the appointment of a
          receiver or  liquidator in  any insolvency,  readjustment of  debt,
          marshalling of assets and liabilities or similar proceedings of  or
          relating to the Master Servicer or all or substantially all  of the
          property of the Master Servicer; 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, or commence a 
          voluntary case under,  any applicable insolvency  or reorganization
          statute, make  an assignment for  the benefit of its  creditors, or
          voluntarily suspend payment of its obligations; or

              (vi)  so long as the Master Servicer is the Seller, any failure
          by the  Seller to observe  or perform in  any material respect  any
          other  of the  covenants or  agreements on  the part of  the Seller
          contained   in  this   Agreement,  which  failure   shall  continue
          unremedied for a  period of 60 days after the date on which written
          notice of  such failure shall have been given  to the Seller by the
          Trustee or the Depositor,  or to the Seller and the  Trustee by the
          Holders of Certificates evidencing not  less than 25% of the Voting
          Rights evidenced by the Certificates; or

             (vii)  any failure of the Master Servicer to make any Advance in
          the manner and at the time required to be made pursuant  to Section
          4.01 which  continues unremedied for  a period of one  Business Day
          after the date of such failure.

          If an Event  of Default described  in clauses (i)  to (vi) of  this
Section 7.01 shall occur,  then, and in each and every such  case, so long as
such  Event of Default shall  not have been remedied, the  Trustee may, or at
the direction of the Holders of Certificates  evidencing not less than 25% of
the Voting Rights evidenced  by the Certificates, the Trustee shall by notice
in  writing to  the Master  Servicer  (with a  copy to  each  Rating Agency),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in  and to the Mortgage  Loans and the proceeds  thereof, other
than  its rights as  a Certificateholder hereunder.   If an  Event of Default
described  in clause  (vii) shall  occur,  the Trustee  shall,  by notice  in
writing to the Master Servicer and the Depositor, terminate all of the rights
and obligations of the Master Servicer under this Agreement and in and to the
Mortgage  Loans  and  the  proceeds  thereof,  other  than  its rights  as  a
Certificateholder hereunder.  On and after the receipt by the Master Servicer
of such  written notice,  all  authority and  power  of the  Master  Servicer
hereunder, whether  with respect  to the Mortgage  Loans or  otherwise, shall
pass to and be  vested in the Trustee.  The Trustee  shall thereupon make any
Advance described in  clause (vii) subject to  Section 3.04.  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.    Unless expressly  provided in  such
written notice, no such termination shall affect any obligation of the 
Master  Servicer to pay  amounts owed pursuant  to Article VIII.   The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the  Master Servicer's  responsibilities  and  rights  hereunder,  including,
without limitation, the  transfer to the  Trustee of all  cash amounts  which
shall at the  time be credited to  the Certificate Account, or  thereafter be
received with respect to the Mortgage Loans.

          Notwithstanding any  termination of  the activities  of the  Master
Servicer hereunder, the Master Servicer shall be entitled to  receive, out of
any late  collection of a Scheduled Payment on  a Mortgage Loan which was due
prior to the notice terminating such Master Servicer's rights and obligations
as Master  Servicer hereunder  and received after  such notice,  that portion
thereof to  which such Master Servicer  would have been entitled  pursuant to
Sections 3.11(a)(i)  through (viii),  and any other  amounts payable  to such
Master  Servicer  hereunder the  entitlement  to  which  arose prior  to  the
termination of its activities hereunder.

          SECTION 7.02.  Trustee to Act; Appointment of
                         ------------------------------
                         Successor.
                         ---------

          On and  after the  time the  Master Servicer  receives a notice  of
termination pursuant  to Section 7.01, the  Trustee shall, subject to  and to
the extent provided in Section 3.07, be the successor to the  Master Servicer
in its capacity as master servicer under this Agreement and  the transactions
set  forth  or   provided  for  herein  and  shall  be  subject  to  all  the
responsibilities,  duties  and  liabilities relating  thereto  placed  on the
Master  Servicer  by the  terms  and  provisions  hereof and  applicable  law
including  the  obligation to  make Advances  pursuant to  Section 4.01.   As
compensation therefor, the Trustee shall be entitled to all funds relating to
the  Mortgage Loans  that the  Master  Servicer would  have been  entitled to
charge  to the  Certificate Account  or  Distribution Account  if the  Master
Servicer had continued  to act hereunder.  Notwithstanding  the foregoing, if
the Trustee  has become the  successor to  the Master Servicer  in accordance
with Section 7.01, the  Trustee may, if it shall  be unwilling to so act,  or
shall, if it is prohibited by applicable law from making Advances pursuant to
Section 4.01  or if it is otherwise unable to  so act, appoint, or petition a
court of  competent jurisdiction  to appoint,  any established  mortgage loan
servicing institution the appointment of  which does not adversely affect the
then  current  rating of  the  Certificates  by each  Rating  Agency,  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.   Any successor  to the  Master Servicer shall  be an  institution
which is a FNMA  and FHLMC approved seller/servicer  in good standing,  which
has a net  worth of at  least $15,000,000,  which is willing  to service  the
Mortgage Loans  and  which executes  and delivers  to the  Depositor and  the
Trustee  an agreement accepting such delegation and assignment, containing an
assumption by such 
Person  of  the  rights, powers,  duties,  responsibilities,  obligations and
liabilities  of the  Master Servicer  (other than  liabilities of  the Master
Servicer  under Section  6.03 incurred  prior  to termination  of the  Master
Servicer under Section  7.01), with like effect  as if originally named  as a
party to this Agreement; provided that each Rating Agency acknowledges that
                         --------
its rating of the Certificates in effect immediately prior to such assignment
and  delegation  will  not  be qualified  or  reduced  as  a  result of  such
assignment  and delegation.  Pending appointment of a successor to the Master
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from
so  acting,  shall,  subject  to  Section  3.07,  act  in  such  capacity  as
hereinabove provided.   In connection  with such appointment  and assumption,
the Trustee may make such arrangements for the compensation of such successor
out of  payments on  Mortgage Loans  as it  and such  successor shall  agree;
provided, however, that no such compensation shall be in excess of the Master
- --------  -------
Servicing Fee permitted the Master Servicer  hereunder.  The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate  any such succession.   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 or  any failure to perform, or any delay  in
performing, any duties or  responsibilities hereunder, in either  case caused
by the failure of the Master Servicer to  deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.

          Any successor to the Master  Servicer as master servicer shall give
notice  to the Mortgagors  of such change  of servicer and  shall, during the
term of  its service  as master  servicer, maintain  in force  the policy  or
policies that the Master Servicer is required to maintain pursuant to Section
6.05.

          SECTION 7.03.  Notification to Certificateholders.
                         ----------------------------------

          (a)  Upon any termination of  or appointment of a successor to  the
Master  Servicer, the  Trustee shall  give prompt  written notice  thereof to
Certificateholders and to each Rating Agency.

          (b)   Within 60 days after the occurrence  of any Event of Default,
the Trustee  shall transmit by mail to  all Certificateholders notice of each
such Event of  Default hereunder known to  the Trustee, unless such  Event of
Default shall have been cured or waived.


                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

          SECTION 8.01.  Duties of the Trustee.
                         ---------------------

          The Trustee,  prior to the  occurrence of an  Event of Default  and
after the  curing of  all Events  of Default  that may  have occurred,  shall
undertake to perform such duties and only such duties as are specifically set
forth in  this Agreement.   In  case an  Event of  Default  has occurred  and
remains uncured,  the Trustee shall  exercise such of  the rights  and powers
vested in it by this Agreement, and use  the same degree of care and skill in
their  exercise  as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of such person's own affairs.

          The  Trustee,  upon  receipt   of  all  resolutions,  certificates,
statements,  opinions,  reports,  documents,  orders  or  other   instruments
furnished  to the  Trustee that  are  specifically required  to be  furnished
pursuant to any provision of this  Agreement shall examine them to  determine
whether they are in the form required by this Agreement; provided, however,
                                                         --------  -------
that the Trustee shall not be responsible  for the accuracy or content of any
such  resolution, certificate, statement, opinion, report, document, order or
other instrument.

          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)   unless an Event  of Default  known to the  Trustee shall
          have occurred and be continuing,  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 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  which it believed in good faith
          to be genuine and to have been duly executed by the proper authori-
          ties respecting any matters arising hereunder;

              (ii)  the Trustee shall not be liable for an error  of judgment
          made in good faith by a Responsible Officer or Responsible Officers
          of the Trustee, unless  it shall be finally proven that the Trustee
          was negligent in ascertaining the pertinent facts; and

             (iii)   the Trustee  shall not  be 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
          evidencing not less  than 25% of the Voting  Rights of 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.

          SECTION 8.02.  Certain Matters Affecting the Trustee.
                         -------------------------------------

          Except as otherwise provided in Section 8.01:

               (i)    the Trustee  may  request and  rely upon  and  shall be
          protected in acting or refraining from acting  upon any resolution,
          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  Trustee shall  have  no
          responsibility  to  ascertain  or confirm  the  genuineness  of any
          signature of any such party or parties;

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

             (iii)   the Trustee  shall not be  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)  the Trustee shall not be  bound to make any investigation
          into the facts  or matters stated  in any resolution,  certificate,
          statement, instrument,  opinion, report, notice,  request, consent,
          order, approval, bond or other  paper or document, unless requested
          in writing so to  do by Holders of Certificates evidencing not less
          than  25%  of  the  Voting   Rights  allocated  to  each  Class  of
          Certificates;

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

              (vi)  the Trustee shall not  be required to risk or expend  its
          own funds  or  otherwise  incur  any  financial  liability  in  the
          performance  of any of its duties or  in the exercise of any of its
          rights or powers hereunder if  it shall have reasonable grounds for
          believing  that repayment  of  such  funds  or  adequate  indemnity
          against such risk or liability is not assured to it;

             (vii)   the Trustee  shall not  be liable  for any  loss on  any
          investment  of  funds pursuant  to  this Agreement  (other  than as
          issuer of the investment security); 

            (viii)  the Trustee  shall not be deemed to have  knowledge of an
          Event of Default  until a Responsible Officer of  the Trustee shall
          have received written notice thereof; and

              (ix)  the Trustee shall be under no obligation to  exercise any
          of the  trusts, rights or powers vested in  it by this Agreement or
          to  institute,  conduct or  defend any  litigation hereunder  or in
          relation hereto  at the request, order  or direction of any  of the
          Certificateholders, pursuant  to the provisions of  this Agreement,
          unless  such Certificateholders shall  have offered to  the Trustee
          reasonable  security  or  indemnity  satisfactory  to  the  Trustee
          against the costs, expenses and  liabilities which may be  incurred
          therein or thereby.

          SECTION 8.03.  Trustee Not Liable for Certificates or Mortgage
                         -----------------------------------------------
Loans.
- -----

          The  recitals contained  herein and  in the  Certificates shall  be
taken as  the statements of the Depositor or the  Seller, as the case may be,
and the Trustee assumes no responsibility for their correctness.  The Trustee
makes no  representations as to the validity or sufficiency of this Agreement
or of the Certificates or of any Mortgage Loan or related document other than
with  respect  to  the  Trustee's  execution   and  countersignature  of  the
Certificates.    The  Trustee  shall  not  be  accountable  for  the  use  or
application by the Depositor or the Master Servicer of any  funds paid to the
Depositor  or  the  Master Servicer  in  respect  of  the Mortgage  Loans  or
deposited in or  withdrawn from the Certificate  Account by the  Depositor or
the Master Servicer.

          SECTION 8.04.  Trustee May Own Certificates.
                         ----------------------------

          The Trustee in its  individual or any other capacity may become the
owner or  pledgee of Certificates with the same rights as it would have if it
were not the Trustee.


          SECTION 8.05.  Trustee's Fees and Expenses.
                         ---------------------------

          The Trustee, as compensation for its activities hereunder, shall be
entitled to withdraw from the  Distribution Account on each Distribution Date
an  amount equal to the Trustee Fee  for such Distribution Date.  The Trustee
and any  director,  officer,  employee  or  agent of  the  Trustee  shall  be
indemnified  by the  Master  Servicer  and held  harmless  against any  loss,
liability or expense  (including reasonable attorney's fees) (i)  incurred in
connection with any claim or legal action relating to (a) this Agreement, (b)
the Certificates,  or (c)  the performance  of  any of  the Trustee's  duties
hereunder, other than  any loss, liability or  expense incurred by  reason of
willful misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties hereunder  and (ii) resulting from  any error in any  tax or
information return  prepared by  the Master Servicer.   Such  indemnity shall
survive the termination of  this Agreement or  the resignation or removal  of
the Trustee hereunder.   Without limiting the foregoing,  the Master Servicer
covenants  and agrees,  except as  otherwise agreed  upon in  writing  by the
Depositor and the  Trustee, and except for any such  expense, disbursement or
advance  as may arise  from the  Trustee's negligence,  bad faith  or willful
misconduct, to  pay or  reimburse the Trustee,  for all  reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the  provisions of this Agreement  with respect to (A)  the reasonable
compensation and the expenses and disbursements of its counsel not associated
with the closing  of the  issuance of  the Certificates,  (B) the  reasonable
compensation,  expenses  and  disbursements of  any  accountant,  engineer or
appraiser that  is not regularly employed by the  Trustee, to the extent that
the Trustee  must engage such persons  to perform acts  or services hereunder
and  (C) printing  and engraving  expenses in  connection with  preparing any
Definitive  Certificates.  Except  as otherwise provided  herein, the Trustee
shall not be  entitled to payment or  reimbursement for  any  routine ongoing
expenses  incurred by  the Trustee in  the ordinary  course of its  duties as
Trustee, Registrar, Tax Matters  Person or Paying Agent hereunder  or for any
other expenses.

          SECTION 8.06.  Eligibility Requirements for the Trustee.
                         ----------------------------------------

          The  Trustee hereunder  shall  at  all times  be  a corporation  or
association organized and  doing business under  the laws of  a 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,
subject to supervision or examination by federal or state authority  and with
a credit rating which would not cause either of the Rating Agencies to reduce
their respective then current ratings of the Certificates (or having 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  8.06  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  8.06, the Trustee shall resign immediately in the manner and
with the effect specified in Section 8.07.  The entity serving as Trustee may
have  normal banking  and  trust  relationships with  the  Depositor and  its
affiliates or the Master Servicer and its affiliates; provided, however, that
                                                      --------  -------
such entity cannot be an affiliate of the Seller, the Depositor or the Master
Servicer other  than  the Trustee  in its  role as  successor  to the  Master
Servicer.

          SECTION 8.07.  Resignation and Removal of the Trustee.
                         --------------------------------------

          The  Trustee may  at any  time resign  and be  discharged from  the
trusts  hereby  created  by  giving  written notice  of  resignation  to  the
Depositor, the Master Servicer  and each Rating Agency not less  than 60 days
before the date specified in such notice, when, subject to Section 8.08, such
resignation  is to  take effect,  and acceptance  by  a successor  trustee in
accordance with Section 8.08 meeting  the qualifications set forth in Section
8.06.  If no successor trustee meeting such qualifications shall have been so
appointed  and have accepted  appointment within 30 days  after the giving of
such notice  or resignation, the resigning Trustee  may petition any court of
competent jurisdiction for the appointment of a successor trustee.

          If at any time the Trustee shall cease to be eligible in accordance
with the provisions  of Section 8.06 and  shall fail to resign  after written
request thereto by the Depositor, or if at any time  the Trustee shall become
incapable of acting,  or shall  be adjudged  as bankrupt or  insolvent, or  a
receiver of the Trustee or of its  property shall be appointed, or any public
officer  shall take charge  or control of  the Trustee or  of its property or
affairs for the purpose of  rehabilitation, conservation or liquidation, or a
tax is  imposed with  respect to the  Trust Fund  by any  state in which  the
Trustee or  the Trust Fund is located and the imposition of such tax would be
avoided by the appointment of a different  trustee, then the Depositor or the
Master Servicer  may remove  the Trustee and  appoint a successor  trustee by
written instrument,  in triplicate, one copy  of which shall be  delivered to
the Trustee, one copy  to the Master Servicer  and one copy to  the successor
trustee.

          The Holders  of Certificates entitled to at least 51% of the Voting
Rights may  at any time remove the Trustee and appoint a successor trustee by
written instrument or  instruments, in triplicate, signed by  such Holders or
their attorneys-in-fact duly  authorized, one complete set of  which shall be
delivered by  the successor Trustee to the  Master Servicer, one complete set
to the 
Trustee  so removed  and  one complete  set to  the  successor so  appointed.
Notice of any removal of the Trustee  shall be given to each Rating Agency by
the successor trustee.

          Any  resignation or  removal of  the Trustee  and appointment  of a
successor trustee  pursuant to  any of  the provisions  of this Section  8.07
shall  become  effective  upon acceptance  of  appointment  by  the successor
trustee as provided in Section 8.08.

          SECTION 8.08.  Successor Trustee.
                         -----------------

          Any successor trustee  appointed as provided in  Section 8.07 shall
execute,  acknowledge and  deliver to  the Depositor  and to  its predecessor
trustee and  the Master  Servicer  an instrument  accepting such  appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective  and such successor trustee, without  any further act,
deed or  conveyance, shall become fully  vested with all the  rights, powers,
duties and obligations of its predecessor hereunder, with  the like effect as
if originally named as trustee herein. The Depositor, the Master Servicer and
the predecessor  trustee shall  execute and deliver  such instruments  and do
such other things  as may reasonably be required for more fully and certainly
vesting  and confirming  in the  successor trustee  all such  rights, powers,
duties, and obligations.

          No successor trustee  shall accept appointment as  provided in this
Section  8.08 unless  at the time  of such acceptance  such successor trustee
shall be eligible under  the provisions of Section  8.06 and its  appointment
shall not adversely affect the then current rating of the Certificates.

          Upon acceptance of  appointment by a successor trustee  as provided
in this Section  8.08, the Depositor shall  mail notice of the  succession of
such trustee  hereunder to  all Holders  of Certificates.   If  the Depositor
fails to  mail such notice within 10 days  after acceptance of appointment by
the successor  trustee, the successor  trustee shall cause such  notice to be
mailed at the expense of the Depositor.

          SECTION 8.09.  Merger or Consolidation of the Trustee.
                         --------------------------------------

          Any corporation into  which the Trustee may be  merged or converted
or with which  it may be consolidated  or any corporation resulting  from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any  corporation succeeding  to the  business of  the Trustee,  shall be  the
successor of the Trustee hereunder, provided that such corporation shall be
                                    --------
eligible under the provisions of Section 8.06 without the execution or filing
of  any paper  or further  act on  the  part of  any of  the parties  hereto,
anything herein to the contrary notwithstanding.


          SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee.
                         ---------------------------------------------

          Notwithstanding  any other  provisions of  this  Agreement, at  any
time,  for the purpose of meeting  any legal requirements of any jurisdiction
in  which any part of  the Trust Fund or  property securing any Mortgage Note
may  at  the time  be located,  the  Master Servicer  and the  Trustee acting
jointly shall have the power and shall execute and deliver all instruments to
appoint one or more  Persons approved by the Trustee to  act as co-trustee or
co-trustees  jointly  with  the  Trustee,  or  separate  trustee  or separate
trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity and for the benefit of the Certificateholders, such
title to the  Trust Fund or any  part thereof, whichever is  applicable, and,
subject to  the other provisions of  this Section 8.10, such  powers, duties,
obligations, rights and  trusts as the  Master Servicer  and the Trustee  may
consider  necessary or  desirable.   If  the Master  Servicer shall  not have
joined  in  such appointment  within 15  days after  the receipt  by it  of a
request to do so, or in the case  an Event of Default shall have occurred and
be  continuing,  the  Trustee  alone  shall  have  the  power  to  make  such
appointment.  No  co-trustee or separate trustee hereunder  shall be required
to meet the  terms of eligibility as  a successor trustee under  Section 8.06
and no  notice to Certificateholders of the  appointment of any co-trustee or
separate trustee shall be required under Section 8.08.

          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)   To the  extent necessary to  effectuate the  purposes of
          this  Section  8.10,  all rights,  powers,  duties  and obligations
          conferred or imposed upon the Trustee, except for the obligation of
          the Trustee under this Agreement to advance funds  on behalf of the
          Master Servicer, shall  be conferred or imposed upon  and exercised
          or performed by the Trustee and such separate trustee or co-trustee
          jointly   (it  being  understood  that  such  separate  trustee  or
          co-trustee is not authorized to act separately  without the Trustee
          joining in such  act), 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 applicable  Trust Fund or any  portion thereof in any
          such jurisdiction) shall be exercised  and performed singly by such
          separate trustee or co-trustee, but  solely at the direction of the
          Trustee;

              (ii)  No  trustee hereunder shall be held  personally liable by
          reason of  any act or omission  of any other  trustee hereunder and
          such appointment shall not, and  shall not be deemed to, constitute
          any such separate trustee or co-trustee as agent of the Trustee; 

             (iii)  The Trustee may at any  time accept the resignation of or
          remove any separate trustee or co-trustee; and

              (iv)  The Master Servicer, and not the Trustee, shall be liable
          for  the  payment  of  reasonable  compensation, reimbursement  and
          indemnification to any such separate trustee or co-trustee.

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

          Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority,  to the
extent not prohibited  by law, to do  any lawful act  under or in respect  of
this  Agreement on its  behalf and  in its name.  If any  separate trustee or
co-trustee shall die,  become incapable of acting, resign or  be removed, all
of its estates, properties, rights, remedies and 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.

          SECTION 8.11.  Tax Matters.
                         -----------

          It  is intended  that the assets  with respect  to which  the REMIC
election pertaining  to the Trust  Fund is to  be made,  as set forth  in the
Preliminary  Statement, shall  constitute, and  that  the conduct  of matters
relating  to such assets shall be such as  to qualify such assets as, a "real
estate mortgage investment conduit" as defined in  and in accordance with the
REMIC Provisions.   In furtherance  of such intention, the  Trustee covenants
and agrees that it shall act as agent (and the Trustee is hereby appointed to
act as agent)  on behalf of  the REMIC and  that in such  capacity it  shall:
(a) prepare and file, or cause  to be prepared and filed, in a timely manner,
a U.S.  Real Estate Mortgage Investment Conduit  Income Tax Return (Form 1066
or  any successor form adopted  by the Internal  Revenue Service) and prepare
and file or cause to be prepared  and filed with the Internal Revenue Service
and  applicable state  or local  tax  authorities income  tax or  information
returns for each  taxable year  with respect  to the  REMIC, containing  such
information and at the times and in the manner as may be required by the Code
or state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders  the schedules, statements or  information at
such times and in such manner  as may be required thereby; (b) within  thirty
days of the  Closing Date, furnish or  cause to be furnished to  the Internal
Revenue Service, on Forms 8811  or as otherwise may be required  by the Code,
the name, title, address, and telephone number of the person that the holders
of the  Certificates  may  contact  for  tax  information  relating  thereto,
together with such  additional information as may  be required by  such Form,
and  update such information at the  time or times in  the manner required by
the Code;  (c) make or  cause to  be made  an  election that  such assets  be
treated as a REMIC on the federal tax return for its first taxable year (and,
if necessary, under applicable state  law); (d) prepare and forward, or cause
to be prepared and forwarded,  to the Certificateholders and to  the Internal
Revenue Service and,  if necessary,  state tax  authorities, all  information
returns and reports as and when required to be provided to them in accordance
with the REMIC  Provisions, including without limitation, the  calculation of
any  original issue  discount using  the  Prepayment Assumption;  (e) provide
information necessary for the computation of tax imposed on the transfer of a
Residual Certificate to  a Person that is  not a Permitted Transferee,  or an
agent (including  a broker,  nominee or other  middleman) of  a Non-Permitted
Transferee, or a  pass-through entity in which a  Non-Permitted Transferee is
the  record holder  of  an interest  (the  reasonable cost  of computing  and
furnishing such  information may  be charged to  the Person  liable for  such
tax); (f) to  the extent  that they  are under its  control, conduct  matters
relating to such assets at all times that any Certificates are outstanding so
as to maintain  the status  as a  REMIC under the  REMIC Provisions;  (g) not
knowingly or intentionally  take any action or  omit to take any  action that
would cause the  termination of the  REMIC status; (h) pay, from  the sources
specified in  the last  paragraph of  this Section  8.11, the  amount of  any
federal  or state  tax, including  prohibited transaction taxes  as described
below,  imposed on the REMIC  prior to its  termination when and  as the same
shall be due and  payable (but such obligation shall not  prevent the Trustee
or  any other appropriate Person from  contesting any such tax in appropriate
proceedings and  shall not  prevent the Trustee  from withholding  payment of
such tax,  if permitted  by law,  pending the outcome  of such  proceedings);
(i) ensure that  federal, state  or local income  tax or  information returns
shall be signed by the Trustee or such 
other person  as may be required to sign such returns by the Code or state or
local laws, regulations or rules; (j) maintain records relating to the REMIC,
including but  not limited  to the income,  expenses, assets  and liabilities
thereof and the fair market value and adjusted basis of the assets determined
at such  intervals as may  be required  by the Code,  as may be  necessary to
prepare the foregoing  returns, schedules, statements or information; and (k)
as  and  when   necessary  and  appropriate,  represent  the   REMIC  in  any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable  year of  the REMIC,  enter into  settlement agreements  with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the  REMIC, and otherwise act on behalf of  the REMIC in relation
to any tax matter or controversy involving it.

          In order to enable  the Trustee to perform its duties  as set forth
herein, the Depositor  shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing  Date all information or data that the
Trustee requests in writing and 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 the Certificates and the Mortgage  Loans.  Thereafter, the Depositor shall
provide  to the  Trustee  promptly  upon written  request  therefor any  such
additional information  or data  that  the Trustee  may, from  time to  time,
reasonably request in  order to enable the  Trustee to perform its  duties as
set forth  herein.   The Depositor  hereby indemnifies  the  Trustee for  any
losses, liabilities, damages, claims or  expenses of the Trustee arising from
any errors or miscalculations of the Trustee  that result from any failure of
the Depositor to provide, or to cause to be provided, accurate information or
data to the Trustee on a timely basis.

          In the event  that any tax is imposed  on "prohibited transactions"
of the REMIC as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of the REMIC as  defined in Section 860G(c) of the
Code,  on any  contribution to the  REMIC after  the Startup Day  pursuant to
Section 860G(d) of the Code, or any other tax is imposed,  including, without
limitation, any minimum tax imposed upon the REMIC pursuant to Sections 23153
and  24874 of  the  California Revenue  and  Taxation Code,  if  not paid  as
otherwise provided  for herein, such tax shall be paid by (i) the Trustee, if
any  such other tax arises out of or  results from a breach by the Trustee of
any of its  obligations under this Agreement, (ii) the Master Servicer or the
Seller, in  the case of any  such minimum tax, if  such tax arises out  of or
results from  a  breach by  the Master  Servicer or  Seller of  any of  their
obligations under this Agreement or (iii) the  Seller, if any such tax arises
out of or results from the Seller's obligation to repurchase a  Mortgage Loan
pursuant to Section 2.02 or 2.03 or (iv) in all other 
cases, or in the  event that the Trustee,  the Master Servicer or  the Seller
fails  to honor  its obligations  under the  preceding clauses  (i), (ii)  or
(iii), any such tax will  be paid with amounts otherwise to be distributed to
the Certificateholders, as provided in Section 3.11(b).

          SECTION 8.12.  Periodic Filings.
                         ----------------

          Pursuant  to written instructions  from the Depositor,  the Trustee
shall  prepare, execute  and file  all  periodic reports  required under  the
Securities Exchange Act  of 1934 in conformity  with the terms of  the relief
granted  to the Depositor in CWMBS, Inc. (February  3, 1994), a copy of which
has been  supplied to  the Trustee  by the  Issuer.  In  connection with  the
preparation and filing of such periodic reports, the Depositor and the Master
Servicer  shall  timely  provide  to  the  Trustee  all material  information
available  to them which is  required to be included  in such reports and not
known to  them  to  be  in the  possession  of  the Trustee  and  such  other
information as the  Trustee reasonably  may request from  either of them  and
otherwise reasonably  shall cooperate  with the Trustee.   The  Trustee shall
have no liability  with respect to  any failure to  properly prepare or  file
such periodic reports  resulting from or relating to  the Trustee's inability
or failure to obtain any information not resulting from its own negligence or
willful misconduct.

                                  ARTICLE IX

                                 TERMINATION


          SECTION 9.01.  Termination upon Liquidation or Purchase of all
                         -------------------------------
Mortgage Loans.
                                                        
          Subject  to Section 9.03,  the obligations and  responsibilities of
the  Depositor, the  Master  Servicer  and the  Trustee  created hereby  with
respect to  the  Trust Fund  shall  terminate upon  the  earlier of  (a)  the
purchase by the Master  Servicer of all  Mortgage Loans (and REO  Properties)
remaining in the Trust Fund at the price equal to the sum of  (i) 100% of the
Stated  Principal Balance  of each  Mortgage  Loan plus  one month's  accrued
interest thereon at the applicable Adjusted Mortgage Rate and (ii) the lesser
of (x) the appraised value of any REO Property as determined by the higher of
two appraisals completed by two independent appraisers selected by the Master
Servicer at the expense  of the Master Servicer and (y)  the Stated Principal
Balance of each Mortgage Loan related to  any REO Property, in each case plus
accrued and unpaid interest thereon  at the applicable Adjusted Mortgage Rate
and (b) the later  of (i) the maturity  or other liquidation (or any  Advance
with respect thereto) of the last  Mortgage Loan remaining in the Trust  Fund
and  the  disposition of  all  REO  Property  and (ii)  the  distribution  to
Certificateholders of all amounts required to be distributed to them pursuant
to  this Agreement.   In no  event shall  the trusts created  hereby continue
beyond the  earlier of (i) the expiration  of 21 years from the  death of the
survivor of the descendants of Joseph P.  Kennedy, the late Ambassador of the
United States to the Court of St. James's, living on the date hereof and (ii)
the Latest Possible Maturity Date.  The right to purchase all  Mortgage Loans
and REO Properties pursuant to clause (a) above shall be conditioned upon the
Pool Stated  Principal Balance, at  the time  of any such  repurchase, aggre-
gating less than ten percent of the  aggregate Cut-off Date Principal Balance
of the Mortgage Loans.

          SECTION 9.02.  Final Distribution on the Certificates.
                         --------------------------------------

          If on any  Determination Date, the Master Servicer  determines that
there  are no Outstanding Mortgage Loans and no  other funds or assets in the
Trust  Fund other  than  the funds  in  the Certificate  Account,  the Master
Servicer  shall direct  the Trustee  promptly  to send  a final  distribution
notice to each Certificateholder.  If the Master Servicer elects to terminate
the Trust Fund pursuant to clause (a) of Section 9.01, at least 20 days prior
to  the date notice  is to be  mailed to the  affected Certificateholders the
Master Servicer shall  notify the Depositor and  the Trustee of the  date the
Master  Servicer intends  to terminate the  Trust Fund and  of the applicable
repurchase price of the Mortgage Loans and REO Properties.

          Notice  of  any  termination  of  the  Trust  Fund,  specifying the
Distribution   Date  on   which   Certificateholders  may   surrender   their
Certificates for payment of the final distribution and cancellation, shall be
given  promptly by  the Trustee  by letter  to Certificateholders  mailed not
earlier than the 15th day and  not later than the 10th day of  the month next
preceding the  month  of such  final  distribution.   Any  such notice  shall
specify  (a) the  Distribution  Date  upon which  final  distribution on  the
Certificates will be made upon  presentation and surrender of Certificates at
the office therein designated, (b) the amount of such final distribution, (c)
the location of the office or agency at which such presentation and surrender
must be  made, and  (d) that  the Record  Date otherwise  applicable to  such
Distribution  Date is  not  applicable, distributions  being  made only  upon
presentation and surrender  of the Certificates at the  office therein speci-
fied.  The Master Servicer will give such notice to each Rating Agency at the
time such notice is given to Certificateholders.

          In the event such notice is given, the Master Servicer shall  cause
all  funds in  the Certificate  Account  to be  remitted to  the  Trustee for
deposit in  the  Distribution  Account  on  the Business  Day  prior  to  the
applicable Distribution Date in an amount  equal to the final distribution in
respect  of the Certificates.   Upon such  final deposit with  respect to the
Trust Fund and the receipt by the  Trustee of a Request for Release therefor,
the  Trustee shall promptly release to the Master Servicer the Mortgage Files
for the Mortgage Loans.

          Upon  presentation and surrender  of the Certificates,  the Trustee
shall cause to be distributed to the Certificateholders of each Class  on the
final  Distribution  Date and  in the  order  set forth  in Section  4.02, in
proportion   to  their  respective  Percentage  Interests,  with  respect  to
Certificateholders of the same Class, an amount equal to (i) as to each Class
of Regular Certificates,  the Certificate  Balance thereof  plus (a)  accrued
interest thereon (or  on their Notional Amount, if applicable) in the case of
an interest-bearing Certificate, and (b) any Class PO Deferred Amounts in the
case of the Class  PO Certificates allocated to such Certificate  and (ii) as
to the Residual Certificates, the amount, if any, which remains on deposit in
the Distribution  Account (other  than the amounts  retained to  meet claims)
after application pursuant to clause (i) above.

          In  the  event  that  any  affected  Certificateholders  shall  not
surrender  Certificates  for cancellation  within six  months after  the date
specified in the  above mentioned  written notice, the  Trustee 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 six  months after the  second notice all  the applicable
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 and other
assets which remain a  part of the Trust Fund.  If within  one year after the
second  notice  all  Certificates   shall  not  have  been   surrendered  for
cancellation,  the Class  A-R  Certificateholders shall  be  entitled to  all
unclaimed funds  and  other assets  of the  Trust Fund  which remain  subject
hereto.

          SECTION 9.03.  Additional Termination Requirements.
                         -----------------------------------

          (a)  In the event the Master Servicer exercises its purchase option
as provided in Section 9.01, the Trust Fund shall be terminated in accordance
with  the following  additional  requirements, unless  the  Trustee has  been
supplied with  an Opinion of Counsel, at the  expense of the Master Servicer,
to  the  effect that  the failure  to  comply with  the requirements  of this
Section 9.03 will  not (i) result in  the imposition of taxes  on "prohibited
transactions"  on the REMIC as  defined in Section 860F of  the Code, or (ii)
cause  the Trust  Fund to fail  to qualify  as a REMIC  at any  time that any
Certificates are outstanding:

               (1)  Within 90  days prior to the final Distribution  Date set
     forth in the notice given by the Master Servicer under Section 9.02, the
     Master  Servicer shall prepare  and the Trustee,  at the expense  of the
     "tax matters person", shall adopt  a plan of complete liquidation within
     the meaning of  Section 860F(a)(4) of the Code which, as evidenced by an
     Opinion  of Counsel  (which  opinion  shall not  be  an  expense of  the
     Trustee,  the  Tax  Matters  Person   or  the  Trust  Fund),  meets  the
     requirements of a qualified liquidation; and

               (2)   Within 90 days after the time of adoption of such a plan
     of complete liquidation, the Trustee shall sell all of the assets of the
     Trust Fund to  the Master Servicer for  cash in accordance with  Section
     9.01.

          (b)  The Trustee as agent for the REMIC hereby agrees to adopt  and
sign such a  plan of  complete liquidation  upon the written  request of  the
Master Servicer,  and the receipt  of the Opinion  of Counsel referred  to in
Section 9.03(a)(1) and to take  such other action in connection therewith  as
may be reasonably requested by the Master Servicer.

          (c)  By  their acceptance of the Certificates,  the Holders thereof
hereby authorize the Master Servicer to prepare  and the Trustee to adopt and
sign a plan of complete liquidation.


                                  ARTICLE X

                           MISCELLANEOUS PROVISIONS

          SECTION 10.01. Amendment.
                         ---------

          This Agreement may  be amended from time to time  by the Depositor,
the  Master  Servicer and  the  Trustee without  the  consent of  any  of the
Certificateholders to  cure any  ambiguity, or to  correct or  supplement any
provisions herein, or  to make such other provisions  with respect to matters
or questions arising under this  Agreement as shall not be  inconsistent with
any other provisions herein; provided that such action shall not, as
                             --------
evidenced by an Opinion of Counsel (which Opinion of Counsel shall not be  an
expense of the Trustee  or the Trust Fund), adversely affect  in any material
respect the interests of any Certificateholder; provided, however, that no
                                                --------  -------
such  Opinion of  Counsel  shall be  required  if the  Person requesting  the
amendment obtains a letter from each Rating Agency stating that the amendment
would not result in the  downgrading or withdrawal of the  respective ratings
then assigned to the  Certificates; it being understood  and agreed that  any
such letter in  and of itself  will not represent  a determination as  to the
materiality of any such amendment and will represent  a determination only as
to the credit issues  affecting any such rating.  The  Trustee, the Depositor
and the Master Servicer also may at any time and from time to time amend this
Agreement without the consent of the Certificateholders  to modify, eliminate
or add  to any  of its provisions  to such  extent as  shall be necessary  or
helpful to maintain the qualification  of the Trust Fund as a REMIC under the
Code or  to avoid or minimize  the risk of the  imposition of any tax  on the
REMIC pursuant to  the Code that  would be a claim  at any time prior  to the
final redemption of the Certificates, provided that the Trustee has been
                                      --------
provided an Opinion  of Counsel,  which opinion  shall be an  expense of  the
party requesting such opinion but in any case shall not be an  expense of the
Trustee or the  Trust Fund, to  the effect that  such action is  necessary or
helpful to maintain  such qualification or to  avoid or minimize the  risk of
the imposition of such a tax.

          This  Agreement  may also  be  amended  from time  to  time  by the
Depositor,  the Master  Servicer  and the  Trustee  with the  consent of  the
Holders of  a Majority  in Interest 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 of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
                                                  --------  -------
such amendment  shall (i) reduce in  any manner the  amount of, or  delay the
timing of, payments required to be distributed on any Certificate without the
consent of  the Holder  of such  Certificate, (ii)  adversely  affect in  any
material respect the interests of the Holders of any Class of Certificates in
a  manner other than as described in (i),  without the consent of the Holders
of 
Certificates of such Class evidencing, as to such Class, Percentage Interests
aggregating 66%, or  (iii) reduce the  aforesaid percentages of  Certificates
the Holders of which are required  to consent to any such amendment,  without
the consent of the Holders of all such Certificates 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,  which opinion shall  not be  an
expense of the Trustee  or the Trust Fund, to the effect  that such amendment
will  not   cause  the   imposition  of  any   tax  on   the  REMIC   or  the
Certificateholders  or cause the Trust Fund to fail  to qualify as a REMIC at
any time that any Certificates are outstanding.

          Promptly after the  execution of  any amendment  to this  Agreement
requiring  the consent  of  Certificateholders,  the  Trustee  shall  furnish
written  notification of the  substance or a  copy of such  amendment to each
Certificateholder and each Rating Agency.

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

          Nothing in this  Agreement shall require the Trustee  to enter into
an amendment without receiving an Opinion of Counsel (which Opinion shall not
be an expense of the Trustee or the Trust Fund), satisfactory to the  Trustee
that (i) such amendment is permitted and  is not prohibited by this Agreement
and  that all  requirements for  amending this  Agreement have  been complied
with; and (ii) either  (A) the  amendment does  not adversely  affect in  any
material respect the interests of any Certificateholder or (B) the conclusion
set forth  in the  immediately preceding  clause (A)  is not  required to  be
reached pursuant to this Section 10.01.

          SECTION 10.02. Recordation of Agreement; Counterparts.
                         --------------------------------------

          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 at  its
expense, but only upon direction by the  Trustee 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. Governing Law.
                         -------------

          THIS AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED
BY THE  SUBSTANTIVE LAWS OF  THE STATE OF  NEW YORK APPLICABLE  TO AGREEMENTS
MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND  REMEDIES OF  THE  PARTIES  HERETO AND  THE  CERTIFICATEHOLDERS SHALL  BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          SECTION 10.04. Intention of Parties.
                         --------------------

          It is the express  intent of the parties hereto that the conveyance
(i)  of the Mortgage  Loans by the  Seller to the  Depositor and  (ii) of the
Trust Fund by the Depositor to  the Trustee each be, and be construed  as, an
absolute sale thereof.  It is, further, not the intention of the parties that
such conveyances  be deemed a  pledge thereof.   However, in the  event that,
notwithstanding  the intent of  the parties, such  assets are held  to be the
property of the Seller or Depositor, as the case may be, or  if for any other
reason  this Agreement  is held or  deemed to  create a security  interest in
either such assets, then (i) this Agreement  shall be deemed to be a security
agreement within the meaning  of the Uniform Commercial Code of  the State of
New York  and (ii) the  conveyances provided for  in this Agreement  shall be
deemed to be an assignment and a grant  (i) by the Seller to the Depositor or
(ii)   by  the   Depositor  to   the  Trustee,   for  the   benefit  of   the
Certificateholders, of a security interest  in all of the assets transferred,
whether now owned or hereafter acquired.

          The   Seller   and  the   Depositor   for   the  benefit   of   the
Certificateholders shall, to the extent consistent with  this Agreement, take
such actions  as may  be necessary  to ensure  that, if  this Agreement  were
deemed  to create  a  security interest  in  the  Trust Fund,  such  security
interest  would  be  deemed to  be  a perfected  security  interest  of first
priority under applicable law and  will be maintained as such  throughout the
term of the  Agreement.  The Depositor  shall arrange for filing  any Uniform
Commercial  Code  continuation  statements in  connection  with  any security
interest  granted  or  assigned  to  the  Trustee  for  the  benefit  of  the
Certificateholders.


          SECTION 10.05. Notices.
                         -------

          (a)  The  Trustee shall use  its best  efforts to promptly  provide
notice to each Rating  Agency with respect to each of  the following of which
it has actual knowledge:

          1.  Any material change or amendment to this Agreement;

          2.  The occurrence of any Event of Default that has not been cured;

          3.   The resignation or termination  of the Master Servicer  or the
Trustee and the appointment of any successor;

          4.   The repurchase or  substitution of Mortgage Loans  pursuant to
Section 2.03; and

          5.  The final payment to Certificateholders.

          In addition,  the  Trustee shall  promptly furnish  to each  Rating
Agency copies of the following:

          1.  Each report to Certificateholders described in Section 4.06;

          2.   Each annual  statement as to  compliance described  in Section
3.16;

          3.   Each annual  independent public accountants'  servicing report
described in Section 3.17; and

          4.  Any notice of a purchase of a Mortgage Loan pursuant to Section
2.02, 2.03 or 3.11.

          (b)   All  directions, demands  and notices  hereunder shall  be in
writing and shall be deemed to have  been duly given when delivered to (a) in
the case  of the Depositor,  CWMBS, Inc.,  155 North  Lake Avenue,  Pasadena,
California 91101, Attention:  David A. Spector, (b) in the case of the Master
Servicer,  Independent National Mortgage  Corporation, 35 North  Lake Avenue,
Pasadena, California 91101, Attention: Michael W. Perry or such other address
as may be hereafter furnished to the Depositor and the  Trustee by the Master
Servicer in  writing, (c) in the case  of the Trustee, The Bank  of New York,
101 Barclay Street, 12E, New York, New York 10286, Attention: Mortgage-Backed
Securities  Group Series  1997-A, or  such other address  as the  Trustee may
hereafter furnish to the  Depositor or Master Servicer and (d) in the case of
each of the Rating Agencies, the address specified therefor in the definition
corresponding   to   the   name   of   such   Rating   Agency.   Notices   to
Certificateholders  shall be deemed  given when  mailed, first  class postage
prepaid, to their respective addresses appearing in the Certificate Register.

          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. Assignment.
                         ----------

          Notwithstanding  anything to the  contrary contained herein, except
as provided in Section 6.02, this Agreement may not be assigned by the Master
Servicer without the prior written consent of the Trustee and Depositor.

          SECTION 10.08. Limitation on Rights of Certificateholders.
                         ------------------------------------------

          The death or incapacity of any  Certificateholder shall not operate
to terminate  this Agreement or  the trust  created hereby, nor  entitle such
Certificateholder's legal representative  or heirs to claim an  accounting or
to take any action or commence any proceeding in any court for a petition  or
winding up  of the  trust created  hereby,  or otherwise  affect the  rights,
obligations and liabilities of the parties hereto or any of them.

          No  Certificateholder  shall  have any  right  to  vote  (except as
provided  herein)  or in  any  manner  otherwise  control the  operation  and
management of the Trust  Fund, 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 party by reason  of any action taken by the
parties to this Agreement pursuant to any provision hereof.

          No Certificateholder shall have any  right by virtue or by availing
itself of  any provisions 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 an  Event of Default  and of  the continuance  thereof, as
herein provided, and  unless the Holders of Certificates  evidencing not less
than 25% of the Voting Rights  evidenced by the Certificates shall also  have
made  written request  to  the  Trustee to  institute  such  action, suit  or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee  such reasonable  indemnity  as  it may  require  against the  costs,
expenses, and liabilities to be incurred therein or thereby, and the Trustee,
for  60 days after its receipt of such notice, request and offer of indemnity
shall  have neglected  or  refused  to institute  any  such  action, suit  or
proceeding;  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  itself or themselves of any provisions  of
this Agreement  to affect, disturb or prejudice the  rights of the Holders of
any other of the  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 common benefit of
all Certificateholders.  For the protection and enforcement of the provisions
of this Section 10.08, each and every Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

          SECTION 10.09. Inspection and Audit Rights.
                         ---------------------------

          The Master  Servicer agrees that,  on reasonable  prior notice,  it
will permit  and will cause each Subservicer  to permit any representative of
the Depositor  or the  Trustee during the  Master Servicer's  normal business
hours, to examine all the books of account, records, reports and other papers
of  the Master Servicer  relating to the  Mortgage Loans, to  make copies and
extracts  therefrom,  to  cause  such  books to  be  audited  by  independent
certified public accountants selected by the Depositor or the  Trustee and to
discuss its  affairs, finances  and accounts relating  to the  Mortgage Loans
with its officers, employees and  independent public accountants (and by this
provision  the Master Servicer hereby authorizes  said accountants to discuss
with such  representative such affairs,  finances and accounts), all  at such
reasonable times and  as often as may  be reasonably requested.   Any out-of-
pocket expense incident  to the exercise by  the Depositor or the  Trustee of
any  right under this  Section 10.09 shall  be borne by  the party requesting
such  inspection;  all other  such  expenses  shall be  borne  by the  Master
Servicer or the related Subservicer.

          SECTION 10.10. Certificates Nonassessable and Fully Paid.
                         -----------------------------------------

          It is the intention of the Depositor that Certificate-holders shall
not  be  personally liable  for  obligations  of  the  Trust Fund,  that  the
interests  in  the  Trust  Fund  represented by  the  Certificates  shall  be
nonassessable for any reason whatsoever,  and that the Certificates, upon due
authentication thereof  by the  Trustee pursuant to  this Agreement,  are and
shall be deemed fully paid. 


                       *     *     *     *     *     *


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


                         CWMBS, INC.
                           as Depositor


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



                         THE BANK OF NEW YORK,
                           as Trustee


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



                         INDEPENDENT NATIONAL MORTGAGE
                           CORPORATION,
                           as Seller and Master Servicer


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


                                  SCHEDULE I

                            Mortgage Loan Schedule
                      (Delivered at Closing to Trustee)


                                 SCHEDULE II



                                 CWMBS, Inc.
                      Mortgage Pass-Through Certificates
                                Series 1997-A

         Representations and Warranties of the Seller/Master Servicer
        ------------------------------------------------------------


          Independent National Mortgage Corporation ("Indy Mac") hereby makes
the representations  and  warranties set  forth in  this Schedule  II to  the
Depositor and the Trustee, as of the Closing Date, or if so specified herein,
as of the  Cut-off Date.  Capitalized terms used but not otherwise defined in
this Schedule II shall have the meanings ascribed thereto in the  Pooling and
Servicing Agreement  (the "Pooling and Servicing Agreement")  relating to the
above-referenced  Series, among  Indy  Mac, as  seller  and master  servicer,
CWMBS, Inc., as depositor, and The Bank of New York, as trustee.

               (1)   Indy Mac is duly organized as a Delaware corporation and
     is validly existing and in good standing under the laws of the  State of
     Delaware and  is duly authorized and  qualified to transact any  and all
     business  contemplated by  the  Pooling and  Servicing  Agreement to  be
     conducted by  Indy Mac  in any state  in which  a Mortgaged  Property is
     located or is otherwise not required under applicable law to effect such
     qualification  and,  in any  event,  is  in  compliance with  the  doing
     business laws  of any such state, to the  extent necessary to ensure its
     ability to enforce each Mortgage Loan, to  service the Mortgage Loans in
     accordance with the terms of the Pooling and Servicing  Agreement and to
     perform any  of its  other obligations under  the Pooling  and Servicing
     Agreement in accordance with the terms thereof.

               (2)   Indy Mac has the  full corporate power and  authority to
     sell  and  service each  Mortgage  Loan,  and  to execute,  deliver  and
     perform, and  to enter into and consummate the transactions contemplated
     by  the Pooling and Servicing  Agreement and has  duly authorized by all
     necessary  corporate action  on  the  part of  Indy  Mac the  execution,
     delivery and performance of the Pooling and Servicing Agreement; and the
     Pooling  and  Servicing  Agreement,   assuming  the  due  authorization,
     execution and delivery thereof by the other parties thereto, constitutes
     a legal, valid  and binding obligation of Indy  Mac, enforceable against
     Indy Mac  in accordance  with its  terms, except that  (a) the  enforce-
     ability  thereof may be  limited by bankruptcy,  insolvency, moratorium,
     receivership  and other  similar  laws  relating  to  creditors'  rights
     generally and (b) the remedy  of specific performance and injunctive and
     other forms of equitable relief may be subject to equitable 
     defenses and to  the discretion of the court before which any proceeding
     therefor may be brought.

               (3)  The  execution and delivery of the  Pooling and Servicing
     Agreement by Indy Mac,  the sale and servicing of the  Mortgage Loans by
     Indy Mac under the Pooling  and Servicing Agreement, the consummation of
     any other of the transactions  contemplated by the Pooling and Servicing
     Agreement, and the  fulfillment of or compliance with  the terms thereof
     are in  the ordinary course  of business of  Indy Mac  and will not  (A)
     result in a material breach of any  term or provision of the charter  or
     by-laws of  Indy  Mac  or (B)  materially  conflict with,  result  in  a
     material breach, violation  or acceleration of, or result  in a material
     default under, the  terms of any other material  agreement or instrument
     to which  Indy Mac  is  a party  or by  which it  may be  bound, or  (C)
     constitute a  material violation  of any  statute,  order or  regulation
     applicable to  Indy Mac  of any  court, regulatory  body, administrative
     agency or governmental body having  jurisdiction over Indy Mac; and Indy
     Mac is  not in breach  or violation of  any material indenture  or other
     material agreement or instrument, or  in violation of any statute, order
     or regulation of  any court, regulatory  body, administrative agency  or
     governmental body having jurisdiction over  it which breach or violation
     may materially  impair Indy Mac's ability to perform  or meet any of its
     obligations under the Pooling and Servicing Agreement.

               (4)   Each Servicer  is an  approved servicer  of conventional
     mortgage loans  for FNMA  or FHLMC  or is  a mortgagee  approved by  the
     Secretary of Housing and Urban  Development pursuant to Sections 203 and
     211 of the National Housing Act.

               (5)  No  litigation is pending or,  to the best of  Indy Mac's
     knowledge,  threatened  against  Indy  Mac  that  would  materially  and
     adversely  affect the  execution,  delivery  or  enforceability  of  the
     Pooling and Servicing  Agreement or the ability  of Indy Mac to  sell or
     service the Mortgage  Loans or to perform  any of its  other obligations
     under the Pooling  and Servicing Agreement in accordance  with the terms
     thereof.

               (6)  No consent, approval, authorization or order of any court
     or governmental agency  or body is required for  the execution, delivery
     and performance  by Indy  Mac of, or  compliance by  Indy Mac  with, the
     Pooling and Servicing  Agreement or the consummation of the transactions
     contemplated thereby, or if any such consent, approval, authorization or
     order is required, Indy Mac has obtained the same.

               (7)  Indy  Mac intends to treat  the transfer of  the Mortgage
     Loans to the Depositor as a sale for all tax, accounting  and regulatory
     purposes.




                                 SCHEDULE III


                                 CWMBS, Inc.
                      Mortgage Pass-Through Certificates
                                Series 1997-A

           Representations and Warranties as to the Mortgage Loans
          -------------------------------------------------------


          Independent National Mortgage Corporation ("Indy Mac") hereby makes
the  representations and warranties  set forth  in this  Schedule III  to the
Depositor and the Trustee, as of the Closing Date, or if so specified herein,
as of the Cut-off Date.  Capitalized terms used but not otherwise  defined in
this Schedule III shall have the meanings ascribed thereto in the Pooling and
Servicing  Agreement (the "Pooling and  Servicing Agreement") relating to the
above-referenced  Series, among  Indy  Mac, as  seller  and master  servicer,
CWMBS, Inc., as depositor, and The Bank of New York, as trustee.

               (1)   The information set forth  on Schedule I  to the Pooling
     and  Servicing Agreement with respect to each  Mortgage Loan is true and
     correct in all material respects as of the Closing Date.

               (2)  As of the Closing Date, all payments due with  respect to
     each Mortgage Loan prior to  the Cut-off Date have been made; and  as of
     the Cut-off Date, no Mortgage Loan has been contractually delinquent for
     30 or more days during the twelve months prior to the Cut-off Date.

               (3)  No Mortgage Loan had a Loan-to-Value Ratio at origination
     in excess of 95%.

               (4)    With  respect to  any  Mortgage  Loan  that  is  not  a
     Cooperative Loan, each Mortgage is a valid and enforceable first lien on
     the Mortgaged  Property subject  only to (a)  the lien  of nondelinquent
     current real property  taxes and assessments, (b)  covenants, conditions
     and restrictions, rights  of way, easements and other  matters of public
     record as  of the  date of recording  of such Mortgage,  such exceptions
     appearing  of record being  acceptable to mortgage  lending institutions
     generally or specifically reflected in the appraisal  made in connection
     with the origination of the related Mortgage Loan, and (c) other matters
     to which  like properties are  commonly subject which do  not materially
     interfere with the benefits of  the security intended to be  provided by
     such Mortgage.

               (5)  Immediately prior to the assignment of the Mortgage Loans
     to  the Depositor, the Seller had good title  to, and was the sole owner
     of, each Mortgage Loan free and clear 
     of any pledge, lien, encumbrance or security interest and had full right
     and authority, subject to no  interest or participation of, or agreement
     with, any  other party,  to sell  and assign  the same  pursuant to  the
     Pooling and Servicing Agreement.

               (6)  There is no delinquent tax or assessment lien against any
     Mortgaged Property.

               (7)  There is no valid offset, defense or counterclaim  to any
     Mortgage Note or Mortgage, including  the obligation of the Mortgagor to
     pay the unpaid principal of or interest on such Mortgage Note.

               (8)  There are  no mechanics' liens or claims for  work, labor
     or material affecting  any Mortgaged Property which are or may be a lien
     prior to,  or equal with, the lien of  such Mortgage, except those which
     are insured  against by the title  insurance policy referred  to in item
     (12) below.

               (9)   To the  best of the  Seller's knowledge,  each Mortgaged
     Property is free of material damage, and is in good repair.

               (10)  Each  Mortgage  Loan  at  origination  complied  in  all
     material respects  with applicable  state and  federal laws,  including,
     without  limitation,  usury,  equal   credit  opportunity,  real  estate
     settlement  procedures,  truth-in-lending   and  disclosure  laws,   and
     consummation  of the transactions  contemplated hereby will  not involve
     the violation of any such laws.

               (11) As of the Closing Date,  neither the Seller nor any prior
     holder of any Mortgage has modified the Mortgage in any material respect
     (except  that  a Mortgage  Loan  may have  been  modified  by a  written
     instrument  which has  been  recorded or  submitted for  recordation, if
     necessary,  to protect the interests of the Certificateholders and which
     has been delivered to the Trustee); satisfied, cancelled or subordinated
     such  Mortgage in  whole  or  in part;  released  the related  Mortgaged
     Property in whole or in part from the lien of such Mortgage; or executed
     any  instrument of release,  cancellation, modification  or satisfaction
     with respect thereto.

               (12)  A  lender's policy  of title  insurance together  with a
     condominium  endorsement   and   extended   coverage   endorsement,   if
     applicable, in  an amount  at  least equal  to the  Cut-off Date  Stated
     Principal Balance of each such Mortgage Loan or a commitment (binder) to
     issue  the same  was effective on  the date  of the origination  of each
     Mortgage Loan,  each such policy is valid and  remains in full force and
     effect, and 
     each such policy was issued by a title insurer qualified to  do business
     in  the  jurisdiction  where  the  Mortgaged  Property  is  located  and
     acceptable  to FNMA  or FHLMC and  is in  a form  acceptable to  FNMA or
     FHLMC, which policy insures the Seller and successor owners of indebted-
     ness secured by the  insured Mortgage, as to the first  priority lien of
     the Mortgage subject to the exceptions set forth in paragraph (4) above;
     to the best  of the Seller's knowledge,  no claims have been  made under
     such mortgage 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 mortgage title insurance policy.

               (13) Each  Mortgage Loan was originated (within the meaning of
     Section 3(a)(41)  of the Securities Exchange Act of 1934, as amended) by
     an entity that satisfied  at the time of origination the requirements of
     Section 3(a)(41) of the Securities Exchange Act of 1934, as amended.

               (14)    To the  best  of the  Seller's  knowledge, all  of the
     improvements  which were  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.

               (15) To  the best of  the Seller's  knowledge, no  improvement
     located on or  being part of the  Mortgaged Property is in  violation of
     any applicable zoning  law or regulation.   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 under-
     writing certificates,  have been made  or obtained from  the appropriate
     authorities, unless the  lack thereof would not have  a material adverse
     effect  on the  value  of  such Mortgaged  Property,  and the  Mortgaged
     Property is lawfully occupied under applicable law.

               (16) The Mortgage  Note and the related  Mortgage are genuine,
     and  each is  the  legal,  valid and  binding  obligation  of the  maker
     thereof, enforceable  in accordance with its terms  and under applicable
     law.  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 have been duly and
     properly executed by such parties.

               (17)  The  proceeds of  the  Mortgage  Loan  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.   All costs,  fees and
     expenses incurred in making, or  closing or recording the Mortgage Loans
     were paid.

               (18) The related  Mortgage contains customary  and enforceable
     provisions which  render the rights  and remedies of the  holder thereof
     adequate for  the  realization against  the  Mortgaged Property  of  the
     benefits  of the  security, including,  (i)  in the  case of  a Mortgage
     designated as a  deed of trust, by trustee's sale, and (ii) otherwise by
     judicial foreclosure.

               (19)  With respect  to  each Mortgage  constituting a  deed of
     trust, a trustee, duly qualified under applicable law to serve  as such,
     has been  properly designated and  currently so serves  and is named  in
     such Mortgage, and no fees or expenses are or will become payable by the
     Certificateholders to  the trustee  under the deed  of trust,  except in
     connection with a trustee's sale after default by the Mortgagor.

               (20) Each Mortgage Note and  each Mortgage is in substantially
     one of the forms  acceptable to FNMA or FHLMC, with  such riders as have
     been acceptable to FNMA or FHLMC, as the case may be.

               (21)  There exist  no  deficiencies  with  respect  to  escrow
     deposits  and  payments,  if  such are  required,  for  which  customary
     arrangements for  repayment thereof  have not been  made, and  no escrow
     deposits or payments  of other charges or  payments due the  Seller have
     been capitalized under the Mortgage or the related Mortgage Note.

               (22) The  origination, underwriting  and collection  practices
     used by  the Seller with respect to each Mortgage  Loan have been in all
     respects  legal,  prudent and  customary  in  the mortgage  lending  and
     servicing business.

               (23) There is no pledged  account or other security other than
     real estate securing the Mortgagor's obligations.

               (24)  No Mortgage Loan  has a shared  appreciation feature, or
     other contingent interest feature.

               (25) Each  Mortgage Loan  contains a  customary "due  on sale"
     clause.

               (26)  None of  the Mortgage  Loans  provides for  a prepayment
     penalty.

               (27)  Except for six Mortgage Loans representing 0.897% of the
     Cut-off Date Pool  Principal Balance, each Mortgage Loan which had a
     Loan-to-Value Ratio at origination in excess of 80% is the subject of a
     Primary Insurance Policy that insures that portion of the original
     principal balance of the related Mortgage Loan at least equal to the
     product of the original principal balance  thereof and a fraction, the
     numerator of which is the excess of the original principal balance of
     the related Mortgage Loan over 75% of the  lesser of the appraised value
     and selling price of the related Mortgaged Property and the  denominator
     of which is the original principal balance of the related Mortgage Loan,
     plus accrued interest thereon and related foreclosure expenses.  Each
     such Primary Insurance Policy is issued by a Qualified Insurer acceptable
     to each of the Rating Agencies.  All provisions of any such Primary
     Insurance Policy have been and are being complied with, any such policy
     is in full force and effect, and  all premiums due  thereunder have been
     paid.   Any Mortgage subject to  any such  Primary Insurance  Policy
     obligates  the Mortgagor thereunder  to maintain  such  insurance  and
     to  pay  all premiums  and charges in  connection therewith.   The
     Mortgage Rate for  each Mortgage Loan is net of any such insurance
     premium.

               (28) At the Cut-off Date, the improvements upon each Mortgaged
     Property are  covered by  a valid and  existing hazard  insurance policy
     with a generally acceptable carrier  that provides for fire and extended
     coverage and  coverage for such  other hazards  as are customary  in the
     area where the  Mortgaged Property is located  in an amount which  is at
     least equal  to the  lesser of (i)  the maximum  insurable value  of the
     improvements securing such Mortgage Loan or (ii) the greater of (a)  the
     outstanding principal  balance of  the Mortgage Loan  and (b)  an amount
     such that the proceeds of such policy shall be sufficient to prevent the
     Mortgagor  and/or the  mortgagee from  becoming  a co-insurer.   If  the
     Mortgaged  Property is  a condominium  unit,  it is  included under  the
     coverage afforded by  a blanket policy  for the condominium  unit.   All
     such individual insurance policies and all flood policies referred to in
     item (29) below contain a standard mortgagee clause naming the Seller or
     the  original mortgagee, and  its successors in  interest, as mortgagee,
     and the Seller has received no notice  that any premiums due and payable
     thereon  have not  been  paid;  the  Mortgage  obligates  the  Mortgagor
     thereunder to maintain  all such insurance including  flood insurance at
     the Mortgagor's cost and expense, and upon the Mortgagor's failure to do
     so, authorizes the holder  of the Mortgage to  obtain and maintain  such
     insurance at the Mortgagor's cost  and expense and to seek reimbursement
     therefor from the Mortgagor.

               (29) If the Mortgaged Property is in an area identified in the
     Federal Register by  the Federal Emergency  Management Agency as  having
     special flood  hazards, a flood insurance  policy in a form  meeting the
     requirements of the 
     current guidelines  of the Flood  Insurance Administration is  in effect
     with  respect to  such Mortgaged  Property with  a generally  acceptable
     carrier in an amount  representing coverage not less  than the least  of
     (A) the original outstanding principal balance of the Mortgage Loan, (B)
     the minimum  amount  required to  compensate  for damage  or loss  on  a
     replacement cost  basis, or (C) the maximum  amount of insurance that is
     available under the Flood Disaster Protection Act of 1973, as amended.

               (30)  To the  best  of  the Seller's  knowledge,  there is  no
     proceeding pending or threatened  for the total or partial  condemnation
     of any Mortgaged Property, nor is such a proceeding currently occurring.

               (31) There is no material monetary default existing  under any
     Mortgage or  the related Mortgage Note and, to  the best of the Seller's
     knowledge, there is no material 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  under
     the Mortgage or the related Mortgage Note; and the Seller has not waived
     any default, breach, violation or event of acceleration.

               (32)  Other than with respect to Mortgaged Property underlying
     a Cooperative  Loan, each Mortgaged  Property is improved  by a  one- to
     four-family  residential   dwelling  including  condominium   units  and
     dwelling units in PUDs, which,  to the best of Seller's  knowledge, does
     not  include  mobile homes  and  does  not  constitute other  than  real
     property under state law.

               (33)  Each  Mortgage  Loan is  being  serviced  by  the Master
     Servicer or a  Servicer as provided in  Section 3.02 of the  Pooling and
     Servicing Agreement.

               (34) There  is no obligation on the part  of the Seller or any
     other party under the terms of the  Mortgage or related Mortgage Note to
     make payments in addition to those made by the Mortgagor.

               (35) Any future  advances made prior to the  Cut-off Date have
     been consolidated with the  outstanding principal amount secured by  the
     Mortgage, and  the secured  principal amount,  as consolidated,  bears a
     single interest rate and single repayment term reflected on the Mortgage
     Loan Schedule.   The consolidated  principal amount does not  exceed the
     original principal amount  of the Mortgage Loan.  The Mortgage Note does
     not permit  or obligate the Master  Servicer to make future  advances to
     the Mortgagor at the option of the Mortgagor.

               (36) There are no  defaults in complying with the terms of the
     Mortgage, and  all taxes, governmental assessments,  insurance premiums,
     water,  sewer and municipal charges, leasehold  payments or ground rents
     which previously became  due and owing have  been paid, or an  escrow of
     funds has been established in an amount sufficient to pay for every such
     item which remains  unpaid and which has  been assessed, but is  not yet
     due  and payable.   Except  for  (A) payments  in the  nature  of escrow
     payments, and (B) interest  accruing from the date of the  Mortgage Note
     or date of disbursement of the Mortgage proceeds, whichever is later, to
     the day which precedes  by one month the Due Date of  the first install-
     ment of principal and  interest, including without limitation  taxes and
     insurance  payments, the  Seller  has not  advanced  funds, or  induced,
     solicited or  knowingly received any advance  of funds by a  party other
     than  the Mortgagor,  directly or  indirectly,  for the  payment of  any
     amount required by the Mortgage.

               (37)  Each  Mortgage  Loan was  underwritten  in  all material
     respects in accordance  with the Seller's underwriting guidelines as set
     forth in the Prospectus Supplement.

               (38) Prior  to the approval of the  Mortgage Loan application,
     an  appraisal of  the related  Mortgaged  Property was  obtained from  a
     qualified  appraiser,  duly appointed  by  the  originator, who  had  no
     interest, direct or indirect  in the Mortgaged Property  or in any  loan
     made on the security thereof, and  whose compensation is not affected by
     the approval or disapproval of the Mortgage Loan; such appraisal is in a
     form acceptable to FNMA or FHLMC.

               (39)  None  of  the  Mortgage  Loans  is a  graduated  payment
     mortgage loan  or a growing equity  mortgage loan; none of  the Mortgage
     Loans are subject to buydown or similar arrangements.

               (40) Any leasehold estate securing  a Mortgage Loan has a term
     of  not less  than five  years  in excess  of  the term  of the  related
     Mortgage Loan.

               (41) All  of  the Mortgage  Loans have  a payment  date on  or
     before the Due Date in the month of the first Distribution Date.

               (42)  The Mortgage Loans,  individually and in  the aggregate,
     conform  in all  material respects  to the  descriptions thereof  in the
     Prospectus Supplement.

               (43)  No more  than  0.04%  (by   aggregate  Stated  Principal
     Balance) of the Mortgage Loans are Cooperative Loans.

               (44) Each Cooperative Loan  is secured by a valid,  subsisting
     and  enforceable  perfected first  lien  and  security interest  in  the
     related  Mortgaged Property,  subject  only  to (i)  the  rights of  the
     Cooperative  Corporation to collect Maintenance and assessments from the
     Mortgagor,  (ii)  the lien  of  the  Blanket Mortgage,  if  any,  on the
     Cooperative  Property  and of  real  property  taxes,  water  and  sewer
     charges, rents and  assessments on the Cooperative Property  not yet due
     and payable, and (iii) other matters to which like Cooperative Units are
     commonly subject which do not  materially interfere with the benefits of
     the security  intended to be provided  by the Security Agreement  or the
     use, enjoyment,  value or marketability  of the Cooperative Unit.   Each
     original  UCC  financing  statement,  continuation  statement  or  other
     governmental  filing or recordation necessary to  create or preserve the
     perfection and priority of the first priority lien and security interest
     in the  Coop Shares and Proprietary  Lease has been timely  and properly
     made.  Any  security agreement, chattel mortgage  or equivalent document
     related to  the Cooperative Loan  and delivered  to the  Sponsor or  its
     designee establishes  in the  Seller  a valid  and subsisting  perfected
     first lien on  and security interest in the  property described therein,
     and the Seller has full right to sell and assign the same.

               (45)  Each Cooperative Corporation qualifies as a "cooperative
     housing corporation" as defined in Section 216 of the Code.


                                 SCHEDULE IV


                          Planned Balance Schedules

                               (Not applicable)


                                  EXHIBIT A


                         (FORM OF SENIOR CERTIFICATE)


(UNLESS THIS CERTIFICATE IS PRESENTED  BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST  COMPANY, A NEW  YORK CORPORATION ("DTC"), TO  THE ISSUER OR
ITS  AGENT  FOR REGISTRATION  OF  TRANSFER,  EXCHANGE,  OR PAYMENT,  AND  ANY
CERTIFICATE ISSUED  IS REGISTERED IN THE NAME OF CEDE  & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO  CEDE & CO. OR TO  SUCH OTHER ENTITY AS IS  REQUESTED BY AN AUTHO-
RIZED REPRESENTATIVE OF DTC), ANY  TRANSFER, PLEDGE, OR OTHER USE HEREOF  FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.)

SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE  IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

Certificate No.               :

Cut-off  Date                 :  

First Distribution Date       :

Initial Certificate Balance
of this Certificate
("Denomination")              :    $

Initial Certificate Balances
of all Certificates
of this Class                 :    $

CUSIP                         :  


                                 CWMBS, INC.
              Mortgage Pass-Through Certificates, Series 199_-_
                               Class (________)

     evidencing  a percentage interest in the distributions allocable to
     the Certificates of  the above-referenced Class  with respect to  a
     Trust Fund  consisting primarily of a pool of conventional mortgage
     loans  (the "Mortgage  Loans") secured  by first  liens on  one- to
     four-family residential properties

                          CWMBS, Inc., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein.  Accordingly, the Certificate  Balance at any time may be  less
than the Certificate Balance as set forth herein.  This Certificate  does not
evidence an obligation of,  or an interest in, and  is not guaranteed by  the
Depositor, the Seller, the Master  Servicer or the Trustee referred to  below
or  any of  their respective affiliates.   Neither  this Certificate  nor the
Mortgage  Loans are  guaranteed  or  insured by  any  governmental agency  or
instrumentality.

     This certifies that                                  is the registered
                         --------------------------------
owner of the  Percentage Interest evidenced by this  Certificate (obtained by
dividing  the  denomination  of this  Certificate  by  the aggregate  Initial
Certificate  Balances  of  all  Certificates  of  the  Class  to  which  this
Certificate belongs) in certain monthly distributions with respect to a Trust
Fund consisting primarily of the Mortgage Loans deposited by CWMBS, Inc. (the
"Depositor").  The Trust Fund was created pursuant to a Pooling and Servicing
Agreement  dated as  of the  Cut-off Date  specified above  (the "Agreement")
among the Depositor, Independent National Mortgage Corporation, as seller (in
such capacity,  the "Seller") and as  master servicer (in such  capacity, the
"Master Servicer"), and The Bank of New York, as trustee (the "Trustee").  To
the extent  not defined herein,  the capitalized terms  used herein  have the
meanings assigned 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.

     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  shall  not  be  entitled to  any  benefit  under  the
Agreement or  be valid for  any purpose unless  manually countersigned  by an
authorized signatory of the Trustee.

                          *            *           *

     IN WITNESS WHEREOF, the Trustee has  caused this Certificate to be  duly
executed.

Dated:  ____________, 19__

                                 THE BANK OF NEW YORK,
                                 as Trustee


                                 By ______________________

Countersigned:

By ___________________________
     Authorized Signatory of
     THE BANK OF NEW YORK,
     as Trustee


                                  EXHIBIT B

                      (FORM OF SUBORDINATED CERTIFICATE)


(UNLESS THIS CERTIFICATE IS PRESENTED  BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A  NEW YORK CORPORATION  ("DTC"), TO THE ISSUER  OR
ITS  AGENT  FOR REGISTRATION  OF  TRANSFER,  EXCHANGE,  OR PAYMENT,  AND  ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME  OF CEDE & CO. OR IN SUCH  OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE &  CO. OR TO SUCH OTHER ENTITY  AS IS REQUESTED BY AN  AUTHO-
RIZED REPRESENTATIVE  OF DTC), ANY TRANSFER, PLEDGE,  OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.)

SOLELY FOR U.S. FEDERAL  INCOME TAX PURPOSES, THIS CERTIFICATE IS  A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS  THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN  RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

(THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE
U.S. FEDERAL INCOME  TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE
TO THIS CERTIFICATE.  THE ISSUE DATE OF THIS CERTIFICATE IS            , 199
                                                            -----------
 .  THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS     %. 
- -                                                                 ----
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF 
    % PER ANNUM (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN
- ----
ISSUED WITH $            OF OID PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT
             -----------
OF THIS  CERTIFICATE; THE ANNUAL  YIELD TO MATURITY  OF THIS CERTIFICATE  FOR
PURPOSES OF COMPUTING THE ACCRUAL OF OID IS APPROXIMATELY           %
                                                          ----------
(COMPOUNDED MONTHLY); THE AMOUNT OF OID ALLOCABLE  TO THE SHORT FIRST ACCRUAL
PERIOD IS $       PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS
           ------
CERTIFICATE COMPUTED USING THE MONTHLY YIELD AND DAILY COMPOUNDING DURING THE
SHORT ACCRUAL PERIOD.  NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT  A RATE BASED ON  THE PREPAYMENT ASSUMPTION  OR AT ANY  OTHER RATE.
THE ACTUAL YIELD TO MATURITY  MAY DIFFER FROM THAT  SET FORTH ABOVE, AND  THE
ACCRUAL OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION 1272(a)(6) OF THE
CODE,  TO TAKE  INTO ACCOUNT  EVENTS WHICH HAVE  OCCURRED DURING  ANY ACCRUAL
PERIOD.    THE  PREPAYMENT  ASSUMPTION  IS  INTENDED  TO  BE  THE  PREPAYMENT
ASSUMPTION REFERRED TO IN SECTION 1272(a)(6)(B)(iii) OF THE CODE.)

(THIS  CERTIFICATE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED  (THE "ACT").  ANY RESALE OR  TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE 
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.)

NEITHER THIS  CERTIFICATE NOR ANY  INTEREST HEREIN MAY BE  TRANSFERRED UNLESS
THE  TRANSFEREE REPRESENTS  TO THE  TRUSTEE THAT  SUCH TRANSFEREE  IS NOT  AN
EMPLOYEE BENEFIT PLAN SUBJECT TO  THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED, OR A PLAN  SUBJECT TO SECTION 4975 OF  THE CODE, OR, IF
SUCH TRANSFEROR IS AN INSURANCE  COMPANY, A REPRESENTATION IN ACCORDANCE WITH
THE PROVISIONS  OF THE  AGREEMENT  REFERRED TO  HEREIN,  OR DELIVERS  TO  THE
TRUSTEE  AN  OPINION OF  COUNSEL IN  ACCORDANCE  WITH THE  PROVISIONS  OF THE
AGREEMENT REFERRED  TO HEREIN. (SUCH  REPRESENTATION SHALL BE DEEMED  TO HAVE
BEEN MADE  TO THE TRUSTEE BY THE TRANSFEREE'S  ACCEPTANCE OF A CERTIFICATE OF
THIS  CLASS  AND BY  A BENEFICIAL  OWNER'S  ACCEPTANCE OF  ITS INTEREST  IN A
CERTIFICATE OF  THIS CLASS.)   NOTWITHSTANDING ANYTHING ELSE TO  THE CONTRARY
HEREIN, ANY  PURPORTED TRANSFER  OF THIS CERTIFICATE  TO OR  ON BEHALF  OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE  CODE WITHOUT THE OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AS  DESCRIBED ABOVE SHALL BE VOID AND  OF
NO EFFECT.

Certificate No.               :

Cut-off Date                  :

First Distribution Date       :

Initial Certificate Balance
of this Certificate
("Denomination")              :    $

Initial Certificate Balances
of all Certificates
of this Class                 :    $



                                 CWMBS, INC.
              Mortgage Pass-Through Certificates, Series 199_-_
                                 Class (___)

     evidencing  a percentage interest in the distributions allocable to
     the Certificates  of the above-referenced  Class with respect  to a
     Trust Fund consisting  primarily of  a pool  of conventional  loans
     (the  "Mortgage Loans")  secured by  first liens  on one-  to four-
     family residential properties

                          CWMBS, Inc., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein.   Accordingly, the Certificate Balance at  any time may be less
than the Certificate Balance as set forth  herein.  This Certificate does not
evidence an obligation  of, or an interest  in, and is not  guaranteed by the
Depositor,  the Seller, the Master Servicer or  the Trustee referred to below
or any  of their  respective affiliates.   Neither  this Certificate  nor the
Mortgage  Loans are  guaranteed  or  insured by  any  governmental agency  or
instrumentality.

     This certifies that                                   is the registered
                         ---------------------------------
owner of the  Percentage Interest evidenced by this  Certificate (obtained by
dividing the  denomination  of  this  Certificate by  the  aggregate  Initial
Certificate Balances of the denominations of all Certificates of the Class to
which this Certificate belongs) in certain monthly distributions with respect
to  a Trust  Fund consisting  primarily of  the Mortgage  Loans  deposited by
CWMBS, Inc.  (the "Depositor").   The Trust  Fund was  created pursuant  to a
Pooling and Servicing Agreement dated as of the  Cut-off Date specified above
(the  "Agreement")  among   the  Depositor,  Independent   National  Mortgage
Corporation,  as seller  (in  such  capacity, the  "Seller"),  and as  master
servicer (in such 
capacity, the  "Master Servicer"), and The Bank of  New York, as trustee (the
"Trustee").   To the extent  not defined herein,  the capitalized  terms used
herein have  the meanings  assigned 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.

     (No transfer of  a Certificate of this  Class shall be made  unless such
transfer is  made pursuant to  an effective registration statement  under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws.   In the event that a
transfer  is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws,  the  Certificateholder  desiring  to  effect  such  transfer  and such
Certificateholder's  prospective transferee shall each certify to the Trustee
in writing the  facts surrounding  the transfer.   In the event  that such  a
transfer is  to be  made within  three  years from  the date  of the  initial
issuance  of Certificates  pursuant  hereto, there  shall  also be  delivered
(except in  the case of  a transfer pursuant  to Rule 144A of  the Securities
Act) to  the Trustee an  Opinion of  Counsel that such  transfer may  be made
pursuant to an  exemption from the Securities  Act and such  state securities
laws, which Opinion  of Counsel shall not be  obtained at the expense  of the
Trustee, the Seller, the Master Servicer or the Depositor.  The Holder hereof
desiring  to effect such transfer shall,  and does hereby agree to, indemnify
the Trustee and  the Depositor 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.)

     No transfer of  a Certificate  of this  Class shall be  made unless  the
Trustee shall  have received  either (i) a  representation (letter)  from the
transferee  of such  Certificate, acceptable  to  and in  form and  substance
satisfactory to the  Trustee, to the  effect that such  transferee is not  an
employee benefit plan subject to Section 406 of ERISA or  Section 4975 of the
Code, nor a  person acting on behalf  of any such plan,  which representation
letter shall not be an expense of the Trustee or the Master Servicer, (ii) if
the purchaser is an insurance company, a representation that the purchaser is
an  insurance  company  which  is purchasing  such  Certificates  with  funds
contained in an "insurance  company general account" (as such term is defined
in Section  V(e) of Prohibited  Transaction Class Exemption 95-60  ("PTCE 95-
60"))  and that the  purchase and  holding of  such Certificates  are covered
under  PTCE 95-60 or (iii) in the case  of any such Certificate presented for
registration  in the  name of an  employee benefit  plan subject to  ERISA or
Section  4975  of  the  Code  (or comparable  provisions  of  any  subsequent
enactments), or a  trustee of  any such plan  or any  other person acting  on
behalf of any  such plan, an Opinion  of Counsel satisfactory to  the Trustee
and the Master Servicer to the effect 
that the  purchase or  holding of  such Certificate  will not  result in  the
assets of the Trust  Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and  the Code and will not subject
the  Trustee  to  any  obligation in  addition  to  those  undertaken  in the
Agreement, which Opinion of Counsel shall not be an expense of the Trustee or
the Master Servicer.  (Such representation shall  be deemed to have been made
to the Trustee  by the Transferee's acceptance of a Certificate of this Class
and by a  beneficial owner's acceptance of  its interest in a  Certificate of
this  Class.)Notwithstanding  anything  else  to  the  contrary  herein,  any
purported  transfer of  a Certificate  of this Class  to or  on behalf  of an
employee benefit plan subject to  ERISA or to the Code without the opinion of
counsel satisfactory to the  Trustee as described above shall be  void and of
no effect.

     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  shall  not  be  entitled to  any  benefit  under  the
Agreement or be  valid for any  purpose unless  manually countersigned by  an
authorized signatory of the Trustee.

     IN WITNESS WHEREOF, the Trustee  has caused this Certificate to  be duly
executed.

Dated:  ____________, 19__

                                 THE BANK OF NEW YORK,
                                 as Trustee



                                 By ______________________

Countersigned:

By ___________________________
     Authorized Signatory of
     THE BANK OF NEW YORK,
     as Trustee


                                  EXHIBIT C

                        (FORM OF RESIDUAL CERTIFICATE)


SOLELY 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 AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

NEITHER THIS  CERTIFICATE NOR ANY  INTEREST HEREIN MAY BE  TRANSFERRED UNLESS
THE  PROPOSED TRANSFEREE  DELIVERS TO  THE  TRUSTEE A  TRANSFER AFFIDAVIT  IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

(THIS  CERTIFICATE  REPRESENTS  THE "TAX  MATTERS  PERSON  RESIDUAL INTEREST"
ISSUED UNDER  THE POOLING AND SERVICING  AGREEMENT REFERRED TO BELOW  AND MAY
NOT BE TRANSFERRED TO ANY PERSON EXCEPT IN CONNECTION WITH THE  ASSUMPTION BY
THE TRANSFEREE OF THE DUTIES OF THE SERVICER UNDER SUCH AGREEMENT.)

NEITHER THIS  CERTIFICATE NOR ANY  INTEREST HEREIN MAY BE  TRANSFERRED UNLESS
THE TRANSFEREE DELIVERS TO THE TRUSTEE  EITHER A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH  TRANSFEREE IS NOT AN  EMPLOYEE BENEFIT PLAN SUBJECT  TO THE
EMPLOYEE  RETIREMENT INCOME  SECURITY  ACT OF  1974,  AS AMENDED,  OR A  PLAN
SUBJECT TO SECTION 4975 OF  THE CODE, OR AN OPINION OF COUNSEL  IN ACCORDANCE
WITH THE  PROVISIONS OF  THE AGREEMENT REFERRED  TO HEREIN.   NOTWITHSTANDING
ANYTHING  ELSE  TO  THE  CONTRARY  HEREIN, ANY  PURPORTED  TRANSFER  OF  THIS
CERTIFICATE  TO OR ON BEHALF OF AN  EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR
TO THE  CODE WITHOUT THE  OPINION OF COUNSEL  SATISFACTORY TO THE  TRUSTEE AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

Certificate No.               :

Cut-off  Date                 :  

Initial Certificate Balance
of this Certificate
("Denomination")              :    $

Initial Certificate Balances
of all Certificates of
this Class                    :    $

CUSIP                         :    



                                 CWMBS, INC.
              Mortgage Pass-Through Certificates, Series 199_-_

     evidencing   the  distributions   allocable   to   the  Class   A-R
     Certificates with respect to a Trust Fund consisting primarily of a
     pool  of conventional loans (the "Mortgage Loans") secured by first
     liens on one- to four-family residential properties

                          CWMBS, Inc., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein.  Accordingly,  the Certificate Balance at any time  may be less
than the Certificate  Balance as set forth herein.  This Certificate does not
evidence  an obligation of, or an  interest in, and is  not guaranteed by the
Depositor, the Seller, the  Master Servicer or the Trustee  referred to below
or  any of  their respective  affiliates.   Neither this Certificate  nor the
Mortgage  Loans are  guaranteed  or  insured by  any  governmental agency  or
instrumentality.

     This certifies that                                  is the registered
                         --------------------------------
owner of  the Percentage Interest  (obtained by dividing the  denomination of
this Certificate  by  the  aggregate  Initial  Certificate  Balances  of  the
denominations  of all  Certificates of  the Class  to which  this Certificate
belongs)  in certain  monthly  distributions  with respect  to  a Trust  Fund
consisting of the Mortgage Loans  deposited by CWMBS, Inc. (the "Depositor").
The  Trust Fund  was created  pursuant to  a Pooling and  Servicing Agreement
dated as  of the  Cut-off Date  specified above  (the "Agreement")  among the
Depositor,  Independent National  Mortgage Corporation,  as  seller (in  such
capacity, the "Seller") and as master servicer (in such capacity, the "Master
Servicer"),  and The Bank  of New York,  as trustee (the  "Trustee").  To the
extent  not  defined herein,  the  capitalized  terms  used herein  have  the
meanings 
assigned 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.

     Any distribution of  the proceeds of any  remaining assets of the  Trust
Fund will  be made  only upon  presentment and  surrender of  this Class  A-R
Certificate at the Corporate Trust Office or the office or agency  maintained
by the Trustee in New York, New York.

     No transfer of a Class A-R Certificate  shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect  that such transferee is not an  employee benefit plan
subject to  Section 406 of  ERISA or Section 4975  of the Code,  nor a person
acting on  behalf of any such plan, which  representation letter shall not be
an expense of the Trustee or the Master Servicer, or (ii) in  the case of any
such  Class A-R  Certificate  presented for  registration in  the name  of an
employee benefit  plan subject  to ERISA,  or Section  4975 of  the Code  (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or  any other person acting  on behalf of  any such plan, an  Opinion of
Counsel satisfactory  to the Trustee  and the  Master Servicer to  the effect
that the purchase or holding of such Class A-R Certificate will not result in
the assets of the  Trust Fund being deemed to be "plan assets" and subject to
the  prohibited transaction  provisions of  ERISA and the  Code and  will not
subject the Trustee 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 or the Master Servicer.  Notwithstanding anything else
to the contrary herein, any purported transfer  of a Class A-R Certificate to
or on behalf  of an employee  benefit plan subject  to ERISA or  to the  Code
without the opinion of counsel satisfactory to the Trustee as described above
shall be void and of no effect.

     Each Holder of this Class A-R Certificate will be deemed to  have agreed
to be bound by  the restrictions of the Agreement, including  but not limited
to the restrictions that  (i) each person holding or  acquiring any Ownership
Interest in this Class A-R Certificate  must be a Permitted Transferee,  (ii)
no  Ownership Interest  in  this  Class A-R  Certificate  may be  transferred
without delivery to the Trustee of  (a) a transfer affidavit of the  proposed
transferee and  (b) a transfer  certificate of the  transferor, each  of such
documents to be  in the form  described in the  Agreement, (iii) each  person
holding or  acquiring any  Ownership Interest in  this Class  A-R Certificate
must agree  to  require  a  transfer  affidavit and  to  deliver  a  transfer
certificate to the  Trustee as required pursuant to the  Agreement, (iv) each
person  holding  or  acquiring  an  Ownership  Interest  in  this  Class  A-R
Certificate must agree not to transfer an Ownership Interest in this Class A-
R Certificate if it has actual knowledge that the proposed transferee 
is not a Permitted Transferee and (v) any attempted or purported  transfer of
any Ownership Interest  in this Class  A-R Certificate  in violation of  such
restrictions will be absolutely null and void and will  vest no rights in the
purported transferee.

     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  shall  not  be  entitled to  any  benefit  under  the
Agreement or  be valid  for any purpose  unless manually countersigned  by an
authorized signatory of the Trustee.

                             *         *        *

     IN WITNESS WHEREOF, the Trustee  has caused this Certificate to  be duly
executed.

Dated:  ____________, 19__

                                 THE BANK OF NEW YORK,
                                 as Trustee



                                   By ______________________

Countersigned:

By ___________________________
     Authorized Signatory of
     THE BANK OF NEW YORK,
     as Trustee


                                  EXHIBIT D

                    (FORM OF NOTIONAL AMOUNT CERTIFICATE)


(SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS  CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE  TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").)

THIS  CERTIFICATE  HAS  NO PRINCIPAL  BALANCE  AND  IS  NOT  ENTITLED TO  ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

(THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE
U.S. FEDERAL INCOME TAX  ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE
TO THIS CERTIFICATE. THE ISSUE DATE  OF THIS CERTIFICATE IS __________, 199_.
THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS ____%. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT AN  ASSUMED RATE OF PREPAYMENT OF ____% PER
ANNUM (THE  "PREPAYMENT ASSUMPTION"), THIS  CERTIFICATE HAS BEEN  ISSUED WITH
$__________ OF OID ON THE INITIAL  POOL STATED PRINCIPAL BALANCE; THE  ANNUAL
YIELD TO MATURITY  OF THIS CERTIFICATE FOR PURPOSES OF  COMPUTING THE ACCRUAL
OF  OID  IS APPROXIMATELY  ____%  (COMPOUNDED  MONTHLY);  THE AMOUNT  OF  OID
ALLOCABLE TO  THE SHORT FIRST  ACCRUAL PERIOD IS  $__________ ON  THE INITIAL
POOL STATED PRINCIPAL BALANCE;  AND THE METHOD  USED TO CALCULATE THE  ANNUAL
YIELD TO MATURITY  AND THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL
PERIOD IS THE EXACT  METHOD AS DEFINED IN  PROPOSED TREASURY REGULATIONS.  NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION  OR AT ANY OTHER RATE. THE ACTUAL YIELD TO MATURITY
MAY  DIFFER FROM  THAT  SET FORTH  ABOVE,  AND THE  ACCRUAL  OF  OID WILL  BE
ADJUSTED, IN  ACCORDANCE WITH SECTION  1272(a)(6) OF THE  CODE, TO TAKE  INTO
ACCOUNT EVENTS WHICH HAVE OCCURRED  DURING ANY ACCRUAL PERIOD. THE PREPAYMENT
ASSUMPTION IS INTENDED TO BE THE PREPAYMENT ASSUMPTION REFERRED TO IN SECTION
1272(a)(6)(B)(iii) OF THE CODE.)

Certificate No. : 

Cut-off Date : 

First Distribution Date : 

Initial Notional Amount
of this Certificate
("Denomination") : 

Initial Notional Amount
of all Certificates
of this Class : 

CUSIP : 


                                 CWMBS, INC.
              Mortgage Pass-Through Certificates, Series 199_-_

     evidencing  the distributions allocable to the Class X Certificates
     with respect  to a  Trust Fund  consisting primarily of  a pool  of
     conventional loans (the "Mortgage Loans") secured by first liens on
     one- to four-family residential properties

                          CWMBS, Inc., as Depositor


     This Certificate does not evidence an  obligation of, or an interest in,
and is not  guaranteed by the Depositor,  the Seller, the Master  Servicer or
the Trustee referred to below or any of their  respective affiliates. Neither
this Certificate  nor the  Mortgage Loans are  guaranteed or  insured by  any
governmental agency or instrumentality.

     This certifies that  is the registered owner of  the Percentage Interest
evidenced   by  this   Certificate  specified   above   in  certain   monthly
distributions  with respect  to  a  Trust Fund  consisting  primarily of  the
Mortgage Loans deposited by CWMBS, Inc. (the "Depositor"). The Trust Fund was
created pursuant  to a  Pooling and Servicing  Agreement dated as  of Cut-off
Date  specified  above  (the "Agreement")  among  the  Depositor, Independent
National Mortgage Corporation, as seller (in such capacity, the "Seller") and
as master servicer (in such capacity, the "Master Servicer"), and The Bank of
New York, as trustee (the "Trustee").  To the extent not defined herein,  the
capitalized terms  used herein have  the meanings assigned 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. 

     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  shall  not  be  entitled to  any  benefit  under  the
Agreement or  be valid for  any purpose  unless manually countersigned  by an
authorized signatory of the Trustee.

                             *         *        *

     IN WITNESS WHEREOF,  the Trustee has caused this Certificate  to be duly
executed.

Dated:  ____________, 19__

                                 THE BANK OF NEW YORK,
                                 as Trustee




                                   By ______________________

Countersigned:

By ___________________________
     Authorized Signatory of
     THE BANK OF NEW YORK,
     as Trustee


                                  EXHIBIT E

                      (Form of Reverse of Certificates)


                                 CWMBS, INC.
                      Mortgage Pass-Through Certificates

     This  Certificate is  one of  a  duly authorized  issue of  Certificates
designated  as CWMBS, Inc. Mortgage  Pass-Through Certificates, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.

     The Certificateholder,  by its  acceptance of  this Certificate,  agrees
that it will look solely to the funds  on deposit in the Distribution Account
for payment hereunder  and that the Trustee is not liable to the Certificate-
holders for any amount  payable under this  Certificate or the Agreement  or,
except as expressly provided in the Agreement, subject to any liability under
the Agreement.

     This  Certificate  does  not  purport  to  summarize  the  Agreement and
reference is made to the Agreement for the interests, rights  and limitations
of  rights,  benefits, obligations  and  duties  evidenced thereby,  and  the
rights, duties and immunities of the Trustee.

     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 on the  face hereof, to the  Person in
whose name this  Certificate is registered  at the close  of business on  the
applicable Record Date  in an amount equal  to the product of  the Percentage
Interest  evidenced  by  this  Certificate  and the  amount  required  to  be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The Record Date
applicable to each  Distribution Date is the  last Business Day of  the month
next preceding the month of such Distribution Date.

     Distributions  on this  Certificate shall  be made  by wire  transfer of
immediately available funds to the account of the Holder hereof at  a bank or
other   entity    having   appropriate    facilities   therefor,    if   such
Certificateholder shall have so notified the Trustee in writing at least five
Business Days  prior to  the related Record  Date and  such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by  first class mail to the address of
such  Certificateholder appearing  in the  Certificate Register.    The final
distribution on each Certificate will be made 
in like manner, but  only upon presentment and surrender of  such Certificate
at the Corporate  Trust Office or such other location specified in the notice
to Certificateholders of such final distribution.

     The Agreement  permits, with  certain exceptions  therein provided,  the
amendment thereof and  the modification of the rights and  obligations of the
Trustee and the rights of  the Certificateholders under the Agreement at  any
time by the Depositor, the Master  Servicer and the Trustee with the  consent
of  the Holders  of Certificates  affected by  such amendment  evidencing the
requisite  Percentage Interest,  as  provided  in the  Agreement.   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 therefor  or in
lieu hereof whether  or not notation of such  consent is made upon  this Cer-
tificate.   The  Agreement also  permits  the amendment  thereof, in  certain
limited  circumstances, without  the consent  of the  Holders of  any  of the
Certificates.

     As provided in the Agreement  and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the  Trustee upon surrender of this  Certificate for registration
of transfer at the Corporate Trust Office  or the office or agency maintained
by the Trustee in New  York, New York, accompanied by a 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  the same Class in
authorized   denominations  and  evidencing  the  same  aggregate  Percentage
Interest in the  Trust Fund will  be issued to  the designated transferee  or
transferees.

     The  Certificates are issuable  only as registered  Certificates without
coupons  in 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  the  same Class  in  authorized
denominations  and  evidencing  the same  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 may require payment  of a sum sufficient  to cover
any tax or other governmental charge payable in connection therewith.

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

     On any Distribution  Date on which the Pool Stated  Principal Balance is
less than 10% of the Cut-off Date Pool Principal Balance, the Master Servicer
will  have  the option  to  repurchase, in  whole,  from the  Trust  Fund all
remaining Mortgage Loans and all property acquired in respect of the Mortgage
Loans at a purchase  price determined as provided  in the Agreement.  In  the
event  that  no   such  optional  termination  occurs,  the  obligations  and
responsibilities created  by the Agreement  will terminate upon the  later of
the maturity  or other liquidation  (or any advance with  respect thereto) of
the last Mortgage Loan remaining in the Trust Fund or the  disposition of all
property in respect thereof and the distribution to Certificateholders of all
amounts required  to be distributed pursuant to the  Agreement.  In no event,
however,  will  the  trust  created  by the  Agreement  continue  beyond  the
expiration of 21 years from the death of the last survivor of the descendants
living  at the  date  of the  Agreement  of a  certain  person  named in  the
Agreement.

     Any  term used herein  that is defined  in the Agreement  shall have the
meaning  assigned  in the  Agreement,  and  nothing  herein shall  be  deemed
inconsistent with that meaning.



                                  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  Percentage Interest  evidenced  by  the  within Certificate  and  hereby
authorizes  the  transfer  of registration  of  such  Percentage  Interest to
assignee on the Certificate Register of the Trust Fund.

     I (We) further direct  the Trustee to issue a new  Certificate of a like
denomination  and  Class,  to  the  above named  assignee  and  deliver  such
Certificate to the following address:
                                                                .
- ----------------------------------------------------------------

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


                          DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions  shall  be   made,  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.



                                  EXHIBIT F

                                  (RESERVED)




                                  EXHIBIT G

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                    (date)

(Depositor)

(Master Servicer)

(Seller)
_____________________
_____________________


          Re:  Pooling  and Servicing  Agreement among  CWMBS,  Inc., as
               Depositor, Independent National  Mortgage Corporation, as
               Seller and Master Servicer, and  The Bank of New York, as
               Trustee, Mortgage Pass-Through Certificates,
               Series 199 -                                
               --------------------------------------------

Gentlemen:

     In  accordance with  Section  2.02 of  the  above-captioned Pooling  and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned,
as Trustee, hereby  certifies that, as  to each Mortgage  Loan listed in  the
Mortgage Loan  Schedule (other than any Mortgage  Loan listed in the attached
schedule), it has received:

     (i)  the  original Mortgage Note, endorsed as provided  in the following
form:  "Pay to the order of ________, without recourse"; and

    (ii)  a duly executed assignment  of the Mortgage (which may be  included
in  a blanket  assignment or  assignments);  provided, however,  that it  has
received no assignment  with respect  to any Mortgage  for which the  related
Mortgaged Property is located in the Commonwealth of Puerto Rico.

     Based  on  its review  and  examination and  only  as  to the  foregoing
documents,  such documents appear regular  on their face  and related to such
Mortgage Loan.

      The  Trustee  has made  no  independent  examination of  any  documents
contained in  each Mortgage File  beyond the review specifically  required in
the Pooling and Servicing Agreement.  The Trustee makes no representations as
to:  (i) the  validity, legality, sufficiency, enforceability or  genuineness
of  any  of the  documents contained  in  each Mortgage  File  of any  of the
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the 
collectability,  insurability,  effectiveness  or  suitability  of  any  such
Mortgage Loan.

      Capitalized  words and phrases  used herein  shall have  the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                         THE BANK OF NEW YORK,
                         as Trustee


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


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


                                  EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    (date)


(Depositor)

(Master Servicer)

(Seller)
_____________________
_____________________


          Re:  Pooling  and   Servicing  Agreement  among   CWMBS,  Inc.,  as
               Depositor,  Independent  National   Mortgage  Corporation,  as
               Seller  and Master  Servicer, and  The  Bank of  New York,  as
               Trustee, Mortgage
               Pass-Through Certificates, Series 199 -        
               -----------------------------------------------

Gentlemen:

     In  accordance with  Section  2.02 of  the  above-captioned Pooling  and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned,
as  Trustee, hereby  certifies that as  to each  Mortgage Loan listed  in the
Mortgage Loan  Schedule (other than any Mortgage Loan  paid in full or listed
on the attached Document Exception Report) it has received:

     (i)   The original  Mortgage  Note, endorsed  in  the form  provided  in
Section 2.01(c) of the Pooling  and Servicing Agreement, with all intervening
endorsements showing a  complete chain of endorsement from  the originator to
the Seller.

    (ii)  The original recorded Mortgage.

   (iii)  A duly executed assignment of the Mortgage  in the form provided in
Section 2.01(c)  of the Pooling  and Servicing Agreement;  provided, however,
that it has received no assignment with respect to any Mortgage for which the
related Mortgaged Property is located in the Commonwealth of Puerto Rico, or,
if the  Depositor has  certified  or the  Trustee  otherwise knows  that  the
related Mortgage has not been  returned from the applicable recording office,
a  copy of  the  assignment  of the  Mortgage  (excluding  information to  be
provided by the recording office).

    (iv)    The  original  or  duplicate  original   recorded  assignment  or
assignments of the Mortgage  showing a complete chain of assignment  from the
originator to the Seller.

     (v)   The original or duplicate  original lender's title  policy and all
riders  thereto  or,  any one  of  an  original  title  binder,  an  original
preliminary title report  or an original title commitment, or  a copy thereof
certified by the title company.

     Based on  its  review  and examination  and  only as  to  the  foregoing
documents, (a)  such documents  appear regular on  their face and  related to
such Mortgage  Loan, and (b)  the information set  forth in items  (i), (ii),
(iii), (iv), (vi) and (xi) of the definition of the "Mortgage  Loan Schedule"
in Section  1.01 of the  Pooling and Servicing Agreement  accurately reflects
information set forth in the Mortgage File.

      The  Trustee  has  made no  independent  examination  of any  documents
contained in  each Mortgage File  beyond the review specifically  required in
the Pooling and Servicing Agreement.  The Trustee makes no representations as
to:   (i) the validity,  legality, sufficiency, enforceability or genuineness
of  any  of the  documents  contained in  each Mortgage  File  of any  of the
Mortgage  Loans  identified  on  the  Mortgage Loan  Schedule,  or  (ii)  the
collectability,  insurability,  effectiveness  or  suitability  of  any  such
Mortgage Loan.  Notwithstanding anything  herein to the contrary, the Trustee
has made no determination and makes no representations as to whether  (i) any
endorsement is sufficient to  transfer all right,  title and interest of  the
party  so endorsing,  as  noteholder  or assignee  thereof,  in and  to  that
Mortgage Note  or (ii) any assignment is in  recordable form or sufficient to
effect the  assignment of  and transfer  to the  assignee thereof,  under the
Mortgage to which the assignment relates.

      Capitalized  words and  phrases used herein  shall have  the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                         THE BANK OF NEW YORK,
                         as Trustee


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



                                  EXHIBIT I

                              TRANSFER AFFIDAVIT

                                 CWMBS, Inc.
                      Mortgage Pass-Through Certificates
                                Series 199_-_

STATE OF            )
                    ) ss.:
COUNTY OF           )


     The undersigned, being first duly sworn, deposes and says as follows:

     1.   The undersigned is an officer of                     , the proposed
                                           --------------------
Transferee  of  an  Ownership  Interest  in  a  Class  A-R  Certificate  (the
"Certificate") issued  pursuant to the Pooling and  Servicing Agreement, (the
"Agreement"), relating  to the above-referenced  Series, by and  among CWMBS,
Inc.,   as  depositor   (the  "Depositor"),  Independent   National  Mortgage
Corporation, as  seller and  master servicer  and The  Bank of  New York,  as
Trustee.   Capitalized  terms used, but  not defined  herein or in  Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement.  The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee.

     2.   The Transferee is, as  of the date hereof, and  will be, as of  the
date of the  Transfer, a Permitted Transferee.   The Transferee  is acquiring
its Ownership Interest in the Certificate  either (i) for its own account  or
(ii) as nominee, trustee or agent for another Person and has  attached hereto
an affidavit  from  such  Person  in substantially  the  same  form  as  this
affidavit.  The Transferee has no knowledge that any such affidavit is false.

     3.   The Transferee has been  advised of, and understands that (i) a tax
will be  imposed on  Transfers of  the Certificate  to Persons  that are  not
Permitted Transferees; (ii) such tax  will be imposed on the transferor,  or,
if such Transfer  is through an  agent (which includes  a broker, nominee  or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved  of liability
for  the  tax if  the  subsequent  Transferee  furnished  to such  Person  an
affidavit that such  subsequent Transferee is a Permitted  Transferee and, at
the  time of Transfer,  such Person does  not have actual  knowledge that the
affidavit is false.

     4.   The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the 
Certificate if at any time during the taxable year of the pass-through entity
a  Person that  is not  a Permitted  Transferee is  the record  holder of  an
interest in such entity.  The  Transferee understands that such tax will  not
be imposed  for any period with respect to  which the record holder furnishes
to  the  pass-through  entity an  affidavit  that  such  record  holder is  a
Permitted  Transferee  and  the  pass-through  entity  does  not have  actual
knowledge that such  affidavit is false.  (For  this purpose, a "pass-through
entity" includes  a regulated  investment company,  a real estate  investment
trust  or common  trust fund,  a partnership,  trust or  estate,  and certain
cooperatives and, except as may  be provided in Treasury Regulations, persons
holding interests in pass-through entities as a nominee for another Person.)

     5.   The Transferee  has reviewed the  provisions of Section  5.02(c) of
the  Agreement (attached  hereto  as  Exhibit 2  and  incorporated herein  by
reference) and  understands the legal  consequences of the acquisition  of an
Ownership  Interest in  the Certificate  including,  without limitation,  the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales.  The Transferee expressly agrees to be bound by
and to abide by  the provisions of Section 5.02(c)  of the Agreement and  the
restrictions  noted  on  the  face   of  the  Certificate.    The  Transferee
understands and agrees that any breach of any of the representations included
herein shall render  the Transfer to the Transferee  contemplated hereby null
and void.

     6.   The  Transferee agrees  to require  a  Transfer Affidavit  from any
Person to whom the Transferee attempts  to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is  acting as nominee,  trustee or agent, and  the Transferee will
not  Transfer its Ownership  Interest or cause  any Ownership Interest  to be
Transferred to  any Person  that  the Transferee  knows  is not  a  Permitted
Transferee.   In connection  with any  such Transfer  by the Transferee,  the
Transferee agrees  to deliver to  the Trustee a certificate  substantially in
the form set forth as Exhibit J to the Agreement (a "Transferor Certificate")
to the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

     7.   The Transferee does not have the intention to impede the assessment
or  collection of any  tax legally required  to be  paid with respect  to the
Certificate.

     8.   The Transferee's taxpayer identification number is             .
                                                             ------------

     9.     The  Transferee  is a  U.S.  Person  as defined  in  Code Section
7701(a)(30).

    10.   The Transferee is aware that  the Certificate may be a "noneconomic
residual  interest" within  the  meaning  of  proposed  Treasury  regulations
promulgated pursuant  to the Code  and that the  transferor of  a noneconomic
residual interest will  remain liable for any  taxes due with respect  to the
income  on such  residual  interest,  unless no  significant  purpose of  the
transfer was to impede the assessment or collection of tax.

   11.    The Transferee is not an  employee benefit plan that is subject  to
ERISA or  a plan  that  is subject  to  Section 4975  of  the Code,  and  the
Transferee is not acting on behalf of such a plan.

                          *           *           *

     IN  WITNESS WHEREOF,  the Transferee  has caused  this instrument  to be
executed on its behalf,  pursuant to authority of its Board  of Directors, by
its duly  authorized officer and its  corporate seal to  be hereunto affixed,
duly attested, this       day of                   , 19  .
                    -----        ------------------    --

                                                               
                              ---------------------------------
                              Print Name of Transferee


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

(Corporate Seal)

ATTEST:

                           
- ---------------------------
(Assistant) Secretary

     Personally appeared before me the above-named              , known or
                                                   -------------
proved to  me to be the same person who executed the foregoing instrument and
to be the                      of the Transferee, and acknowledged that he
          --------------------
executed  the same as his free act and deed  and the free act and deed of the
Transferee.

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

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

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

                                                                 EXHIBIT 1   
                                                                 to EXHIBIT I

                             Certain Definitions
                             -------------------

     "Ownership Interest":  As to  any Certificate, any ownership interest in
such Certificate,  including any interest  in such Certificate as  the Holder
thereof and any other interest therein, whether direct or  indirect, legal or
beneficial.

     "Permitted Transferee":   Any Person  other than (i) the  United States,
any State or political subdivision  thereof, or any agency or instrumentality
of   any  of  the   foregoing,  (ii)  a   foreign  government,  International
Organization or  any agency  or instrumentality of  either of  the foregoing,
(iii) an organization (except certain farmers' cooperatives described in Code
Section  521)  which is  exempt from  tax imposed  by Chapter  1 of  the Code
(including the tax imposed by Code  Section 511 on unrelated business taxable
income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with
respect  to any  Class A-R  Certificate,  (iv) rural  electric and  telephone
cooperatives described  in Code Section  1381(a)(2)(c), (v) a Person  that is
not a citizen or resident  of the United States, a  corporation, partnership,
or other  entity created  or organized in  or under  the laws  of the  United
States or  any political  subdivision thereof,  or an  estate or  trust whose
income from sources without the  United States is includible in gross  income
for federal income tax purposes regardless of its connection with the conduct
of a trade or business within the United States, and (vi) any other Person so
designated by the  Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership  Interest in a Class A-R Certificate to such Person may cause
the Trust  Fund to  fail  to qualify  as a  REMIC at  any  time that  certain
Certificates are Outstanding.  The terms "United States," "State" and "Inter-
national Organization" shall have the meanings set forth in Code Section 7701
or  successor   provisions.    A  corporation  will  not  be  treated  as  an
instrumentality of the United States or of any State or political subdivision
thereof if all of its activities are  subject to tax, and, with the exception
of the FHLMC, a majority  of its board of directors  is not selected by  such
governmental unit.

     "Person":    Any  individual, corporation,  partnership,  joint venture,
bank,  joint  stock  company,  trust  (including  any  beneficiary  thereof),
unincorporated   organization  or  government  or  any  agency  or  political
subdivision thereof.

     "Transfer":   Any direct or indirect  transfer or sale  of any Ownership
Interest in a Certificate,  including the acquisition of a Certificate by the
Depositor.

     "Transferee":   Any Person  who is acquiring  by Transfer  any Ownership
Interest in a Certificate.




                                                                 EXHIBIT 2   
                                                                 to EXHIBIT I


                       Section 5.02(c) of the Agreement
                       --------------------------------

          (c)  Each Person who has or  who acquires any Ownership Interest in
a Class A-R Certificate shall be  deemed by the acceptance or acquisition  of
such  Ownership  Interest  to  have  agreed  to  be  bound  by  the following
provisions, and the rights of each Person acquiring any Ownership Interest in
a Class A-R Certificate are expressly subject to the following provisions:

          (i)  Each Person holding  or acquiring any Ownership Interest in  a
     Class A-R Certificate shall be a Permitted Transferee and shall promptly
     notify the Trustee of any change or impending change in its status as  a
     Permitted Transferee.

         (ii)    No Ownership  Interest  in a  Class A-R  Certificate  may be
     registered  on the  Closing  Date  or  thereafter transferred,  and  the
     Trustee shall  not register  the Transfer of  any Class  A-R Certificate
     unless, in  addition to the certificates required to be delivered to the
     Trustee  under  subparagraph  (b) above,  the  Trustee  shall have  been
     furnished  with an  affidavit  (a "Transfer  Affidavit") of  the initial
     owner or the proposed transferee in the form  attached hereto as Exhibit
     I.

        (iii)  Each Person holding or  acquiring any Ownership Interest in  a
     Class A-R  Certificate shall  agree (A) to  obtain a  Transfer Affidavit
     from  any  other Person  to whom  such Person  attempts to  Transfer its
     Ownership Interest in a Class A-R Certificate, (B) to  obtain a Transfer
     Affidavit  from any Person  for whom such  Person is acting  as nominee,
     trustee  or  agent  in  connection with  any  Transfer  of  a Class  A-R
     Certificate and (C) not  to Transfer its Ownership  Interest in a  Class
     A-R Certificate or to  cause the Transfer of an Ownership  Interest in a
     Class  A-R Certificate to  any other Person  if it  has actual knowledge
     that such Person is not a Permitted Transferee.

         (iv)  Any attempted or  purported Transfer of any Ownership Interest
     in  a Class  A-R  Certificate in  violation of  the  provisions of  this
     Section 5.02(c) shall  be absolutely  null and  void and  shall vest  no
     rights in the  purported Transferee.  If any  purported transferee shall
     become  a  Holder  of  a  Class  A-R  Certificate  in  violation  of the
     provisions of this  Section 5.02(c), then  the last preceding  Permitted
     Transferee shall be restored to all rights as Holder thereof retroactive
     to the date  of registration of Transfer of such  Class A-R Certificate.
     The Trustee shall be under no liability to any 
     Person  for any registration of Transfer of a Class A-R Certificate that
     is in fact not permitted by Section  5.02(b) and this Section 5.02(c) or
     for making any payments due on such Certificate to the Holder thereof or
     taking any other action with respect to such Holder under the provisions
     of  this Agreement so long as  the Transfer was registered after receipt
     of the related Transfer Affidavit, Transferor Certificate and either the
     Rule  144A Letter  or  the  Investment Letter.    The Trustee  shall  be
     entitled but not  obligated to recover  from any Holder  of a Class  A-R
     Certificate that was in fact not  a Permitted Transferee at the time  it
     became a  Holder or, at such  subsequent time as it became  other than a
     Permitted Transferee, all payments made on such Class A-R Certificate at
     and after  either such  time.   Any such  payments so  recovered by  the
     Trustee shall be paid and delivered by the Trustee to the last preceding
     Permitted Transferee of such Certificate.

          (v)   The Depositor shall  use its best efforts  to make available,
     upon  receipt of  written  request  from  the Trustee,  all  information
     necessary to compute any tax  imposed under Section 860E(e) of  the Code
     as  a  result of  a Transfer  of an  Ownership Interest  in a  Class A-R
     Certificate to any Holder who is not a Permitted Transferee.




                                                                    EXHIBIT J


                        FORM OF TRANSFEROR CERTIFICATE


                                                            __________, 199__

CWMBS, Inc.


155 North Lake Avenue
Pasadena, CA  91101
Attention:  David A. Spector

The Bank of New York
101 Barclay Street, 12W
New York, NY  10286
Attention:  Mortgage-Backed
  Securities Group Series 199 - 

          Re:  CWMBS, Inc. Mortgage Pass-Through Certificates, Series 199 -
                                                               ------------
, Class                           
- ----------------------------------

Ladies and Gentlemen:

          In connection  with our disposition  of the  above Certificates  we
certify that (a) we understand that the Certificates have not been registered
under the  Securities Act  of 1933,  as amended  (the "Act"),  and are  being
disposed  by  us  in  a transaction  that  is  exempt  from  the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or  solicited offers to buy  any Certificates from,  any person, or otherwise
approached or negotiated  with any person with  respect thereto, in  a manner
that would be  deemed, or taken  any other  action which would  result in,  a
violation of Section 5 of the Act and (c) to the extent we are disposing of a
Class A-R Certificate, we have no knowledge the Transferee is not a Permitted
Transferee.

                                   Very truly yours,

                                   ___________________________
                                   Print Name of Transferor

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



                                                                    EXHIBIT K

                  FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                                            __________, 199__


CWMBS, Inc.
155 North Lake Avenue
Pasadena, CA  91101
Attention:  David A. Spector

The Bank of New York
101 Barclay Street, 12W
New York, NY  10286
Attention:  Mortgage-Backed
  Securities Group Series 199 - 

     Re:  CWMBS, Inc. Mortgage Pass-Through Certificates,
          Series 199 - , Class                           
          -----------------------------------------------

Ladies and Gentlemen:

          In connection  with our  acquisition of the  above Certificates  we
certify that (a) we understand that the Certificates are not being registered
under the  Securities  Act of  1933, as  amended (the  "Act"),  or any  state
securities laws  and are  being transferred to  us in  a transaction  that is
exempt from the registration  requirements of the Act and any  such laws, (b)
we are an  "accredited investor," as defined  in Regulation D under  the Act,
and have such knowledge and experience in financial and business matters that
we are  capable of  evaluating the  merits and  risks of  investments in  the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from  the Depositor concerning  the purchase of the  Certificates and
all  matters relating thereto or  any additional information deemed necessary
to  our decision  to purchase the  Certificates, (d)  we are not  an employee
benefit plan that is subject to  the Employee Retirement Income Security  Act
of 1974, as amended, or a plan or arrangement that is subject to Section 4975
of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf
of any such plan or arrangement nor are  we using the assets of any such plan
or  arrangement  to  effect  such  acquisition,  (e)  we  are  acquiring  the
Certificates for investment  for our own account  and not with a  view to any
distribution of such Certificates  (but without prejudice to our right at all
times to  sell or otherwise  dispose of  the Certificates in  accordance with
clause (g) below), (f) we  have not offered or  sold any Certificates to,  or
solicited  offers to  buy any  Certificates  from, any  person, or  otherwise
approached or negotiated with  any person with respect thereto,  or taken any
other action which would result in a  violation of Section 5 of the Act,  and
(g) we will not sell, 
transfer  or otherwise  dispose of  any  Certificates unless  (1) such  sale,
transfer or other  disposition is made pursuant to  an effective registration
statement under the Act or is exempt from such registration requirements, and
if  requested,  we  will  at  our  expense  provide  an  opinion  of  counsel
satisfactory to the  addressees of this Certificate that  such sale, transfer
or other  disposition may be made pursuant to an  exemption from the Act, (2)
the purchaser or transferee of such Certificate has executed and delivered to
you a certificate to  substantially the same effect as  this certificate, and
(3) the  purchaser or transferee  has otherwise complied with  any conditions
for transfer set forth in the Pooling and Servicing Agreement.

                                   Very truly yours,

                                   ________________________
                                   Print Name of Transferee

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



                                                                    EXHIBIT L


                           FORM OF RULE 144A LETTER

                                                          ____________, 199__


CWMBS, Inc.
155 North Lake Avenue
Pasadena, CA  91101
Attention:  David A. Spector

The Bank of New York
101 Barclay Street, 12W
New York, NY  10286
Attention:  Mortgage-Backed
  Securities Group Series 199 - 


     Re:  CWMBS, Inc. Mortgage Pass-Through Certificates,
          Series 199 - , Class                           
          -----------------------------------------------

Ladies and Gentlemen:

          In connection  with our  acquisition of  the above  Certificates we
certify that (a) we understand that the Certificates are not being registered
under the  Securities  Act of  1933, as  amended (the  "Act"),  or any  state
securities laws  and are  being transferred to  us in  a transaction  that is
exempt from the registration  requirements of the Act and any  such laws, (b)
we  have such knowledge and experience in financial and business matters that
we are  capable of  evaluating the  merits and  risks of  investments in  the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from  the Depositor concerning  the purchase of the  Certificates and
all matters relating  thereto or any additional  information deemed necessary
to our decision  to purchase  the Certificates,  (d) we are  not an  employee
benefit plan that is subject  to the Employee Retirement Income  Security Act
of 1974, as amended, or a plan or arrangement that is subject to Section 4975
of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf
of  any such plan  or arrangement nor  using the assets  of any  such plan or
arrangement to  effect such  acquisition,  (e) we  have not,  nor has  anyone
acting  on  our  behalf  offered,  transferred,  pledged,  sold  or otherwise
disposed of the Certificates, any interest  in the Certificates or any  other
similar security  to, or  solicited any offer  to buy  or accept  a transfer,
pledge  or  other  disposition  of  the Certificates,  any  interest  in  the
Certificates or any  other similar security from, or  otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates
or any  other similar security  with, any person  in any manner, or  made any
general solicitation by means  of general advertising or in any other manner,
or taken any other 
action, that  would constitute a  distribution of the Certificates  under the
Securities Act  or that would  render the disposition  of the Certificates  a
violation of Section 5 of the Securities Act or require registration pursuant
thereto, nor  will act, nor  has authorized or  will authorize any  person to
act, in such manner with respect to the Certificates, (f) we are a "qualified
institutional  buyer"  as  that  term  is  defined  in  Rule 144A  under  the
Securities  Act and have  completed either of  the forms of  certification to
that effect  attached hereto as Annex  1 or Annex 2.   We are aware  that the
sale to us  is being made  in reliance on  Rule 144A.   We are acquiring  the
Certificates  for our  own account or  for resale  pursuant to Rule  144A and
further,  understand  that  such  Certificates  may  be  resold,  pledged  or
transferred  only  (i) to  a  person reasonably  believed  to be  a qualified
institutional buyer that  purchases for its own account or for the account of
a  qualified institutional  buyer to  whom notice  is given that  the resale,
pledge or transfer is being made  in reliance on Rule 144A, or  (ii) pursuant
to another exemption from registration under the Securities Act.


                                                         ANNEX 1 TO EXHIBIT L
                                                       --------------------


           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          --------------------------------------------------------

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

     /F1/ Buyer  must own  and/or invest  on a  discretionary basis  at least
          $100,000,000 in securities  unless Buyer is a dealer,  and, in that
          case,  Buyer must  own and/or  invest on  a discretionary  basis at
          least $10,000,000 in securities.

         (For Transferees Other Than Registered Investment Companies)

          The  undersigned (the "Buyer")  hereby certifies as  follows to the
parties  listed  in  the  Rule  144A Transferee  Certificate  to  which  this
certification relates with respect to the Certificates described therein:

          1.   As indicated  below, the undersigned  is the  President, Chief
Financial Officer,  Senior Vice President  or other executive officer  of the
Buyer.

          2.   In connection  with purchases  by the  Buyer, the  Buyer is  a
"qualified  institutional buyer" as  that term is defined  in Rule 144A under
the Securities Act  of 1933, as amended  ("Rule 144A") because (i)  the Buyer
owned and/or invested on a discretionary basis $            /F1/ in
                                                ------------
securities (except for  the excluded securities referred to below)  as of the
end of the Buyer's most recent  fiscal year (such amount being calculated  in
accordance with Rule  144A and (ii) the  Buyer satisfies the criteria  in the
category marked below.

          ___  Corporation, etc.  The Buyer is a corporation (other than a
               ----------------
bank, savings and loan association  or similar institution), Massachusetts or
similar  business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

          ___  Bank.  The Buyer (a) is a national bank or banking institution
               ----
organized under the laws of any State, territory or the District of Columbia,
the business of which is substantially confined to banking and is  supervised
by the State  or territorial banking commission  or similar official or  is a
foreign bank or equivalent institution, and  (b) has an audited net worth  of
at least $25,000,000 as demonstrated in its latest annual financial 
statements, a copy of which is attached hereto.

            ----------------------------------
          ___  Savings and Loan.  The Buyer (a) is a savings and loan
               ----------------
association,  building  and  loan association,  cooperative  bank,  homestead
association or  similar institution,  which is supervised  and examined  by a
State or Federal authority having supervision over 

               any  such  institutions  or  is  a  foreign  savings  and loan
               association or equivalent  institution and (b) has  an audited
               net  worth of  at  least $25,000,000  as  demonstrated in  its
               latest annual financial statements, a copy of which is
                                                   ------------------
attached hereto.
- ---------------

          ___  Broker-dealer.  The Buyer is a dealer registered pursuant to
               -------------
Section 15 of the Securities Exchange Act of 1934.

          ___  Insurance Company.  The Buyer is an insurance company whose
               -----------------
primary and predominant business activity is the writing of insurance  or the
reinsuring of risks underwritten by  insurance companies and which is subject
to supervision by  the insurance commissioner or a similar official or agency
of a State, territory or the District of Columbia.

          ___  State or Local Plan.  The Buyer is a plan established and
               -------------------
maintained  by  a  State,  its  political  subdivisions,  or  any  agency  or
instrumentality of the  State or its political subdivisions,  for the benefit
of its employees.

          ___  ERISA Plan.  The Buyer is an employee benefit plan within the


               ----------
meaning of Title I of the Employee Retirement Income Security Act of 1974.

          ___  Investment Advisor.  The Buyer is an investment advisor
               ------------------
registered under the Investment Advisors Act of 1940.

          ___  Small Business Investment Company.  Buyer is a small business
               ---------------------------------
investment company licensed  by the U.S. Small Business  Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958.

          ___  Business Development Company.  Buyer is a business development
               ----------------------------
company as defined  in Section 202(a)(22) of  the Investment Advisors Act  of
1940.

          3.  The term "securities" as used herein does not include (i)
                        ----------                 ----------------
securities of  issuers that  are affiliated with  the Buyer,  (ii) securities
that are part of an unsold allotment to or subscription by the  Buyer, if the
Buyer is a dealer,  (iii) securities issued or guaranteed by the  U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations,  (vi) repurchase agreements, (vii)  securities owned
but subject to a repurchase agreement  and (viii) currency, interest rate and
commodity swaps.

          4.  For purposes of  determining the aggregate amount of securities
owned and/or invested on  a discretionary basis by the Buyer,  the Buyer used
the cost of such securities to the Buyer and 
did not include any of the securities referred to in the preceding paragraph,
except (i)  where the Buyer reports its  securities holdings in its financial
statements  on  the  basis  of  their  market  value,  and  (ii)  no  current
information with respect  to the cost of those securities has been published.
If  clause (ii)  in the  preceding sentence  applies, the  securities may  be
valued at market.   Further, in determining such aggregate amount,  the Buyer
may have included securities owned by subsidiaries  of the Buyer, but only if
such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally  accepted accounting principles and  if
the investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included  if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise  and the Buyer is not itself  a
reporting company under the Securities Exchange Act of 1934, as amended.

          5.   The Buyer acknowledges that it is  familiar with Rule 144A and
understands  that  the  seller  to  it  and  other  parties  related  to  the
Certificates are relying  and will continue  to rely  on the statements  made
herein  because one or  more sales to  the Buyer may  be in  reliance on Rule
144A.

          6.   Until the  date of purchase  of the Rule  144A Securities, the
Buyer will notify each of the parties to which this certification is made  of
any changes in  the information and conclusions herein.  Until such notice is
given,   the  Buyer's  purchase   of  the  Certificates   will  constitute  a
reaffirmation of this  certification as  of the  date of such  purchase.   In
addition, if the Buyer is a  bank or savings and loan is provided  above, the
Buyer agrees  that it will furnish  to such parties updated  annual financial
statements promptly after they become available.


                                                                 
                                   ------------------------------
                                        Print Name of Buyer


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

                                   Date:                         
                                        -------------------------


                                                         ANNEX 2 TO EXHIBIT L
                                                       --------------------


           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          --------------------------------------------------------

          (For Transferees That are Registered Investment Companies)


          The undersigned (the  "Buyer") hereby certifies  as follows to  the
parties  listed  in  the  Rule  144A Transferee  Certificate  to  which  this
certification relates with respect to the Certificates described therein:

          1.   As indicated  below, the undersigned  is the  President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer"  as that term is  defined in Rule 144A  under
the Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of
a Family of  Investment Companies (as defined  below), is such an  officer of
the Adviser.

          2.    In  connection  with  purchases by  Buyer,  the  Buyer  is  a
"qualified institutional buyer" as defined  in SEC Rule 144A because (i)  the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended and (ii)  as marked below, the  Buyer alone, or the  Buyer's
Family of Investment  Companies, owned  at least  $100,000,000 in  securities
(other than the excluded  securities referred to below) as of  the end of the
Buyer's most  recent fiscal year.  For purposes  of determining the amount of
securities owned by the Buyer or the Buyer's Family  of Investment Companies,
the cost of  such securities  was used,  except (i)  where the  Buyer or  the
Buyer's Family of Investment Companies reports its securities holdings in its
financial statements on the basis of their  market value, and (ii) no current
information with respect to the cost  of those securities has been published.
If clause  (ii)  in the  preceding sentence  applies, the  securities may  be
valued at market.

          ___  The Buyer owned $             in securities (other than the
                                ------------
excluded  securities referred  to below) as  of the  end of the  Buyer's most
recent  fiscal year  (such amount  being calculated  in accordance  with Rule
144A).

          ___  The Buyer  is part of  a Family of Investment  Companies which
               owned in the aggregate $          in securities (other than
                                       ---------
the excluded securities referred to below) as of the end  of the Buyer's most
recent  fiscal year  (such amount  being calculated  in accordance  with Rule
144A).

          3.  The term "Family of Investment Companies" as used herein means
                        ------------------------------
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue
of  being  majority owned  subsidiaries of  the  same parent  or  because one
investment adviser is a majority owned subsidiary of the other).

          4.  The term "securities" as used herein does not include (i)
                        ----------
securities of issuers that are affiliated with  the Buyer or are part of  the
Buyer's Family of Investment Companies, (ii) securities  issued or guaranteed
by the  U.S. or any  instrumentality thereof,  (iii) bank  deposit notes  and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi)  securities  owned but  subject  to  a  repurchase agreement  and  (vii)
currency, interest rate and commodity swaps.

          5.   The Buyer is familiar with Rule  144A and understands that the
parties  listed  in  the  Rule  144A Transferee  Certificate  to  which  this
certification relates are relying and will continue to rely on the statements
made herein because  one or more sales  to the Buyer  will be in reliance  on
Rule 144A.   In addition,  the Buyer will  only purchase for  the Buyer's own
account.

          6.  Until the date of purchase of the Certificates, the undersigned
will  notify the  parties listed in  the Rule 144A  Transferee Certificate to
which  this certification  relates  of  any changes  in  the information  and
conclusions herein.  Until such notice is  given, the Buyer's purchase of the
Certificates will  constitute a  reaffirmation of  this certification  by the
undersigned as of the date of such purchase.


                                                                 
                                   ------------------------------
                                   Print Name of Buyer or Adviser


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

                                   IF AN ADVISER:


                                                                 
                                   ------------------------------
                                        Print Name of Buyer


                                   Date:                         
                                        -------------------------


4                                 EXHIBIT M

                             REQUEST FOR RELEASE
                                (for Trustee)

                                 CWMBS, Inc.
                      Mortgage Pass-Through Certificates
                                Series 199_-_

Loan Information
- ----------------

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

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

Trustee


- -------

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

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

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

     Trustee
     Mortgage File No.:                                          
                                   ------------------------------

     The undersigned Master Servicer hereby acknowledges that it has received
from  The Bank  of New  York, as  Trustee for the  Holders of  Mortgage Pass-
Through  Certificates, of the above-referenced Series, 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  (the "Pooling and Servicing  Agreement") relating to
the  above-referenced Series among the Trustee, Independent National Mortgage
Corporation, as Seller and Master Servicer and CWMBS, Inc., as Depositor.

( )  Mortgage Note dated             , 19  , 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  knowingly 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  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  each  and  every Document
     previously requested from the Mortgage File 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.

                              INDEPENDENT NATIONAL MORTGAGE
                                CORPORATION

                                By                         
                                   ------------------------

                                Its                        
                                   ------------------------

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


                                  EXHIBIT N

                       REQUEST FOR RELEASE OF DOCUMENTS

To:  The Bank of New York          Attn:               Mortgage       Custody
                                             Services

Re:  The  Pooling &  Servicing  Agreement  dated  _______  among  Independent
National Mortgage  Corporation as Master  Servicer, Inc, CWMBS, Inc.  and The
Bank of New York as Trustee

Ladies and Gentlemen:

In connection with  the administration of the  Mortgage Loans held by  you as
Trustee for CWMBS, Inc., we request the release of the Mortgage Loan File for
the Mortgage Loan(s) described below, for the reason indicated.

FT Account#:                   Pool #:             

Mortgagor's Name, Address and Zip Code:
- --------------------------------------

Mortgage Loan Number:
- --------------------

Reason for Requesting Documents (check one)
- -------------------------------

_______1. Mortgage Loan paid in full  (INMC hereby certifies that all amounts
          have been received.)

_______2. Mortgage Loan Liquidated  (INMC hereby certifies that  all proceeds
          of foreclosure, insurance,  or other liquidation have  been finally
          received.)

_______3. Mortgage Loan in Foreclosure.

_______4. Other (explain): ____________________________________

If item 1 or 2 above is checked, and if  all or part of the Mortgage File was
previously released to us, please release to us our previous receipt  on file
with you, as well  as an additional documents in your  possession relating to
the above-specified Mortgage Loan.  If item 3 or 4 is checked, upon return of
all of the above documents to you as Trustee, please acknowledge your receipt
by signing in the space indicated below, and returning this form.



INDEPENDENT NATIONAL MORTGAGE           35 North Lake Ave.- MS 8-13
  CORPORATION                           Pasadena, CA  91101

By:________________________
Name:______________________
Title:____________________ 
Date:______________________

TRUSTEE CONSENT TO RELEASE AND
ACKNOWLEDGEMENT OF RECEIPT

By:________________________
Name:______________________
Title:____________________ 
Date:______________________



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