Norwest Asset SEC Corp Mort PS THR Cert Ser 1998-1 Trust – ‘8-K’ for 1/29/98 – EX-4

As of:  Friday, 5/8/98   ·   For:  1/29/98   ·   Accession #:  914121-98-347   ·   File #:  333-21263-22

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     12K 
 2: EX-4        Pooling and Servicing Agreement                      258±  1.07M 

EX-4   —   Pooling and Servicing Agreement
Exhibit Table of Contents

EX-4
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NORWEST ASSET SECURITIES CORPORATION

(Seller)

 and

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

 (Master Servicer)

 and

 FIRST UNION NATIONAL BANK

 (Trustee)

 POOLING AND SERVICING AGREEMENT

Dated as of January 29, 1998

 $494,865,451.36

Mortgage Pass-Through Certificates
 Series 1998-1

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 TABLE OF CONTENTS

 ARTICLE I

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

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES

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

 ARTICLE III

 ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF THE MORTGAGE LOANS

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

ARTICLE IV

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

Section 4.01. Distributions.....................................................
Section 4.02. Allocation of Realized Losses.....................................
Section 4.03. Paying Agent......................................................
Section 4.04. Statements to Certificateholders;  Report to the                  
Trustee and the Seller.......................10     
Section 4.05. Reports to Mortgagors and the Internal Revenue Service............
Section 4.06. Calculation of Amounts; Binding Effect of                         
              Interpretations and Actions of Master Servicer....................

 ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE SELLER AND THE MASTER SERVICER

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

 ARTICLE VII

 DEFAULT

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

ARTICLE VIII

CONCERNING THE TRUSTEE

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

ARTICLE IX

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

 ARTICLE X

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

ARTICLE XI

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

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0234206.01                                            -4-                       

EXHIBITS

EXHIBIT A-1 - Form of Face of Class A-1 Certificate                             

EXHIBIT A-2 - Form of Face of Class A-2 Certificate                             

EXHIBIT A-3 - Form of Face of Class A-3 Certificate                             

EXHIBIT A-4 - Form of Face of Class A-4 Certificate                             

EXHIBIT A-5 - Form of Face of Class A-5 Certificate                             

EXHIBIT A-PO - Form of Face of Class A-PO Certificate                           

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

EXHIBIT B-1 - Form of Face of Class B-1 Certificate                             

EXHIBIT B-2 - Form of Face of Class B-2 Certificate                             

EXHIBIT B-3 - Form of Face of Class B-3 Certificate                             

EXHIBIT B-4 - Form of Face of Class B-4 Certificate                             

EXHIBIT B-5 - Form of Face of Class B-5 Certificate                             

EXHIBIT C - Form of Face of Class M Certificate                                 

EXHIBIT D - Form of Reverse of Series 1998-1 Certificates                       

EXHIBIT E - Custodial Agreement                                                 

EXHIBIT  F-1 - Schedule  of  Mortgage  Loans  Serviced  by Norwest  Mortgage  in
Frederick Maryland                                

EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by CMMC                       

EXHIBIT G - Request for Release                                                 

EXHIBIT H - Affidavit  Pursuant to Section  860E(e)(4)  of the Internal  Revenue
Code of 1986, as amended, and for Non-ERISA Investors   

EXHIBIT I - Letter from Transferor of Residual Certificates                     

EXHIBIT  J  -  Transferee's   Letter  (Class  [A-5]  [A-PO]  [B-3]  [B-4]  [B-5]
Certificates)                                     

EXHIBIT K - Transferee's Letter (Class [M] [B-1] [B-2] Certificates)            

EXHIBIT L - Servicing Agreements                                                

EXHIBIT M - Form of Special Servicing Agreement                                 

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     This Pooling and Servicing Agreement, dated as of January 29, 1998 executed
by NORWEST ASSET  SECURITIES  CORPORATION,  as Seller,  NORWEST BANK  MINNESOTA,
NATIONAL  ASSOCIATION,  as Master  Servicer,  and FIRST UNION  NATIONAL BANK, as
Trustee.                                                                        

WITNESSETH THAT:

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

ARTICLE I                                                                       

DEFINITIONS                                                                     

Section 1.01.     Definitions.                                                  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Class A Loss Denominator:  As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.                                           

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

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

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

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

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

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

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

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

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

     Class A Prepayment Percentage: As to any Distribution Date to and including
the  Distribution  Date in  January  2002,  100%.  As to any  Distribution  Date
subsequent  to January 2003 to and including  the  Distribution  Date in January
2004,  the  Class A  Percentage  as of such  Distribution  Date  plus 70% of the
Subordinated  Percentage as of such  Distribution  Date. As to any  Distribution
Date  subsequent  to January  2004 to and  including  the  Distribution  Date in
January 2005,  the Class A Percentage as of such  Distribution  Date plus 60% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date  subsequent  to January  2005 to and  including  the  Distribution  Date in
January 2006,  the Class A Percentage as of such  Distribution  Date plus 40% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date  subsequent  to January  2006 to and  including  the  Distribution  Date in
January 2007,  the Class A Percentage as of such  Distribution  Date plus 20% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to January 2007, the Class A Percentage as of such  Distribution
Date.  The  foregoing  is  subject  to  the  following:  (i)  if  the  aggregate
distribution to Holders of Class A Certificates on any Distribution  Date of the
Class A  Prepayment  Percentage  provided  above  of (a)  Unscheduled  Principal
Receipts distributable on such Distribution Date would reduce the Class A Non-PO
Principal  Balance  below  zero,  the  Class A  Prepayment  Percentage  for such
Distribution Date shall be the percentage  necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero  and  (ii) if the  Class A  Percentage  as of any  Distribution  Date is
greater than the Original Class A Percentage,  the Class A Prepayment Percentage
for such Distribution Date shall be 100%.  Notwithstanding  the foregoing,  with
respect to any  Distribution  Date on which the following  criteria are not met,
the  reduction  of the Class A  Prepayment  Percentage  described  in the second
through  sixth  sentences of this  definition  of Class A Prepayment  Percentage
shall not be applicable with respect to such  Distribution  Date. In such event,
the Class A Prepayment  Percentage for such Distribution Date will be determined
in accordance with the applicable  provision,  as set forth in the first through
fifth  sentences  above,  which  was  actually  used to  determine  the  Class A
Prepayment  Percentage  for  the  Distribution  Date  occurring  in the  January
preceding such  Distribution  Date (it being understood that for the purposes of
the  determination  of  the  Class  A  Prepayment  Percentage  for  the  current
Distribution  Date, the current Class A Percentage and  Subordinated  Percentage
shall be utilized). In order for the reduction referred to in the second through
sixth sentences to be applicable,  with respect to any Distribution Date (a) the
average  outstanding  principal  balance on such  Distribution  Date and for the
preceding five Distribution  Dates on the Mortgage Loans that were delinquent 60
days or more  (including  for this  purpose  any  payments  due with  respect to
Mortgage Loans in foreclosure  and REO Mortgage  Loans) must be less than 50% of
the current Class M Principal  Balance and the current Class B Principal Balance
and (b)  cumulative  Realized  Losses  shall not exceed (1) 30% of the  Original
Subordinated  Principal  Balance if such  Distribution  Date occurs  between and
including  February  2003 and January 2004 (2) 35% of the Original  Subordinated
Principal  Balance  if such  Distribution  Date  occurs  between  and  including
February 2004 and January 2005, (3) 40% of the Original  Subordinated  Principal
Balance if such Distribution Date occurs between and including February 2005 and
January 2006,  (4) 45% of the Original  Subordinated  Principal  Balance if such
Distribution  Date occurs between and including  February 2006 and January 2007,
and (5) 50% of the Original Subordinated  Principal Balance if such Distribution
Date occurs during or after February 2007. With respect to any Distribution Date
on which  the  Class A  Prepayment  Percentage  is  reduced  below  the  Class A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trustee,  based upon information provided by a Servicer as to the
Mortgage  Loans  serviced  by it that the  criteria  set forth in the  preceding
sentence are met.                                                               

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

     Class A Subclass: Any of the Subclasses of Class A Certificates  consisting
of the Class A-1 Certificates,  Class A-2 Certificates,  Class A-3 Certificates,
Class A-4  Certificates,  Class A-5  Certificates,  Class A-PO  Certificates and
Class A-R Certificate.                                                          

     Class A Subclass  Distribution  Amount: As to any Distribution Date and any
Class  A  Subclass  (other  than  the  Class  A-PO  Certificates),   the  amount
distributable to such Class A Subclass pursuant to Paragraphs first,  second and
third clause (A) of Section 4.01(a).  As to any Distribution  Date and the Class
A-PO  Certificates,  the amount  distributable  to the Class  A-PO  Certificates
pursuant to  Paragraphs  third clause (B) and fourth of Section  4.01(a) on such
Distribution Date.                                                              

     Class A Subclass  Interest Accrual Amount:  As to any Distribution Date and
any Class A  Subclass  (other  than the  Class  A-4,  Class  A-5 and Class  A-PO
Certificates),   (i)  the  product  of  (a)  1/12th  of  the  Class  A  Subclass
Pass-Through  Rate  for  such  Class A  Subclass  and (b) the  Class A  Subclass
Principal  Balance  of  such  Class  A  Subclass  as of the  Determination  Date
preceding  such  Distribution  Date  minus  (ii) the Class A  Subclass  Interest
Percentage of such Class A Subclass of (x) any Non-Supported  Interest Shortfall
allocated to the Class A Certificates  with respect to such  Distribution  Date,
(y) the  interest  portion of any Excess  Special  Hazard  Losses,  Excess Fraud
Losses and Excess  Bankruptcy  Losses allocated to the Class A Certificates with
respect  to such  Distribution  Date  pursuant  to Section  4.02(e)  and (z) the
interest  portion of any  Realized  Losses  (other  than Excess  Special  Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section  4.02(e).  As
to any Distribution Date and the Class A-4 Certificates,  the Class A-4 Interest
Accrual Amount. As to any Distribution Date and the Class A-5 Certificates,  the
Class A-5 Interest Accrual Amount.  The Class A-PO  Certificates have no Class A
Subclass Interest Accrual Amount.                                               

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

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

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

     Class A Subclass Pass-Through Rate: As to each Class A Subclass, other than
the  Class  A-4,  Class  A-5 and  Class  A-PO  Certificates,  the  Class A Fixed
Pass-Through Rate. As to the Class A-4 Certificates,  the Class A-4 Pass-Through
Rate. As to the Class A-5  Certificates,  the Class A-5  Pass-Through  Rate. The
Class  A-PO  Certificates  are not  entitled  to  interest  and  have no Class A
Subclass Pass-Through Rate.                                                     

     Class A Subclass Principal Balance:  As of the first Determination Date and
as  to  any  Class  A  Subclass   (other  than  the  Class  A-4  and  Class  A-5
Certificates),  the Original Class A Subclass  Principal Balance of such Class A
Subclass.  As of any subsequent  Determination Date prior to the Cross-Over Date
and as to any Class A Subclass  (other  than the Class A-4,  Class A-5 and Class
A-PO  Certificates),  the Original  Class A Subclass  Principal  Balance of such
Class A  Subclass  less the sum of (a) all  amounts  previously  distributed  in
respect of such Class A Subclass  on prior  Distribution  Dates (i)  pursuant to
Paragraph  third  clause  (A) of  Section  4.01(a)  and  (ii) as a  result  of a
Principal  Adjustment  and  (b)  the  Realized  Losses  allocated  through  such
Determination  Date to such Class A Subclass pursuant to Section 4.02(b).  After
the Cross-Over Date, each such Class A Subclass  Principal  Balance will also be
reduced  on each  Determination  Date by an amount  equal to the  product of the
Class A Subclass  Loss  Percentage  of such Class A Subclass and the excess,  if
any, of (i) the Class A Non-PO Principal Balance as of such  Determination  Date
without  regard  to this  sentence  over  (ii) the  difference  between  (A) the
Adjusted  Pool Amount for the preceding  Distribution  Date and (B) the Adjusted
Pool Amount (PO Portion) for the preceding  Distribution Date. The Class A-4 and
Class A-5 Certificates do not have Class A Subclass Principal Balances.         

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

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

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

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

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

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

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

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

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

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

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

     Class A-3 Percentage:  The Class A Subclass  Principal Balance of the Class
A-3 Certificates divided by the Pool Balance (Non-PO Portion).                  

     Class A-3 Prepayment Shift  Percentage:  As to any  Distribution  Date, the
percentage indicated below:                                                     

                                                    Class A-3 Prepayment
Distribution Date Occurring In                            Shift Percentage      

February 1998 through January 2003..................               0%           
February 2003 through January 2004..................              30%           
February 2004 through January 2005..................              40%           
February 2005 through January 2006..................              60%           
February 2006 through January 2007..................              80%           
February  2007 and  thereafter......................             100%           

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

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

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

     Class A-4 Interest  Accrual Amount:  As to any  Distribution  Date, (i) the
product of (a) 1/12th of the Class A-4  Pass-Through  Rate and (b) the Class A-4
Notional Amount as of the  Determination  Date preceding such  Distribution Date
minus  (ii)  the  Class  A  Subclass  Interest   Percentage  of  the  Class  A-4
Certificates of (x) any Non-Supported  Interest Shortfall allocated to the Class
A Certificates with respect to such Distribution  Date, (y) the interest portion
of any Excess Special Hazard Losses,  Excess Fraud Losses and Excess  Bankruptcy
Losses allocated to the Class A Certificates  with respect to such  Distribution
Date  pursuant to Section  4.02(e) and (z) the interest  portion of any Realized
Losses (other than Excess Special Hazard Losses,  Excess Fraud Losses and Excess
Bankruptcy  Losses)  allocated  to the  Class A  Certificates  on or  after  the
Cross-Over Date pursuant to Section 4.02(e).                                    

     Class A-4 Notional Amount: As to any Distribution  Date,  41.3231845872% of
the aggregate  Scheduled  Principal  Balance of the Premium Mortgage Loans as of
such Distribution Date.                                                         

     Class A-4 Pass-Through  Rate: As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Interest Rate of the Premium Mortgage
Loans minus 7.00%                                                               

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

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

     Class A-5 Interest  Accrual Amount:  As to any  Distribution  Date, (i) the
product of (a) 1/12th of the Class A-5  Pass-Through  Rate and (b) the Class A-5
Notional Amount as of the  Determination  Date preceding such  Distribution Date
minus  (ii)  the  Class  A  Subclass  Interest   Percentage  of  the  Class  A-5
Certificates of (x) any Non-Supported  Interest Shortfall allocated to the Class
A Certificates with respect to such Distribution  Date, (y) the interest portion
of any Excess Special Hazard Losses,  Excess Fraud Losses and Excess  Bankruptcy
Losses allocated to the Class A Certificates  with respect to such  Distribution
Date  pursuant to Section  4.02(e) and (z) the interest  portion of any Realized
Losses (other than Excess Special Hazard Losses,  Excess Fraud Losses and Excess
Bankruptcy  Losses)  allocated  to the  Class A  Certificates  on or  after  the
Cross-Over Date pursuant to Section 4.02(e).                                    

     Class A-5 Notional Amount: As to any Distribution  Date,  58.6768154128% of
the aggregate  Scheduled  Principal  Balance of the Premium Mortgage Loans as of
such Distribution Date.                                                         

     Class A-5 Pass-Through  Rate: As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Interest Rate of the Premium Mortgage
Loans minus 7.00%                                                               

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

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

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

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

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

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

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

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

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

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

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

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

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

  Class B Pass-Through Rate: As to any Distribution Date, 7.00% per annum.

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

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

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

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

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

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

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

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

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

     Class B Subclass Principal Balance: Any of the Class B-1 Principal Balance,
Class B-2 Principal Balance,  Class B-3 Principal  Balance,  Class B-4 Principal
Balance or Class B-5 Principal Balance.                                         

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

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

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

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

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

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

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

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

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

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

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

     Class B-1 Percentage:  As to any Distribution  Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-1 Principal
Balance  (determined as of the  Determination  Date preceding such  Distribution
Date) and the  denominator of which is the sum of the Class M Principal  Balance
and the Class B Subclass Principal  Balances of the Class B Subclasses  eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d).  Except as set forth in Section  4.01(d)(ii),
in the  event  that the Class  B-1  Certificates  are not  eligible  to  receive
distributions of principal in accordance with Section 4.01(d)(i),  the Class B-1
Percentage for such Distribution Date will be zero.                             

     Class B-1 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next  sentence,  the percentage  calculated by multiplying  (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the  Class  B-1  Principal  Balance  (determined  as of the  Determination  Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M  Principal  Balance and the Class B Subclass  Principal  Balances of the
Class  B  Subclasses  eligible  to  receive  principal  distributions  for  such
Distribution  Date in accordance with the provisions of Section 4.01(d).  Except
as  set  forth  in  Section  4.01(d)(ii),  in  the  event  that  the  Class  B-1
Certificates  are  not  eligible  to  receive   distributions  of  principal  in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.                                                 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Class B-5  Distribution  Amount:  As to any  Distribution  Date, any amount
distributable  to  the  Holders  of  the  Class  B-5  Certificates  pursuant  to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a).       

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  Class M Pass-Through Rate: As to any Distribution Date, 7.00% per annum.

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

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

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

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

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

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

     Closing  Date:  The date of initial  issuance of the  Certificates,  as set
forth in Section 11.22.                                                         

   CMMC: Chase Manhattan Mortgage Corporation, or its successor in interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Denomination: The amount, if any, specified on the face of each Certificate
(other than the Class A-4 and Class A-5 Certificates) representing the principal
portion of the  Cut-Off  Date  Aggregate  Principal  Balance  evidenced  by such
Certificate.  As to the Class A-4 and Class  A-5  Certificates,  the  Percentage
Interest specified on the face of each such Certificate.                        

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

     Discount  Mortgage Loan: A Mortgage Loan with a Net Mortgage  Interest Rate
of less than 7.00%.                                                             

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FNMA:  Fannie Mae or any successor thereto.                           

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

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

     Fraud Loss Amount:  As of any  Distribution  Date after the Cut-Off Date an
amount  equal to:  (X) prior to the first  anniversary  of the  Cut-Off  Date an
amount  equal to  $9,897,309.03  minus  the  aggregate  amount  of Fraud  Losses
allocated  solely to the Class B Certificates or, following the reduction of the
Class B  Principal  Balance  to zero,  solely  to the  Class M  Certificates  in
accordance  with Section  4.02(a) since the Cut-Off Date, and (Y) from the first
through fifth anniversary of the Cut-Off Date, an amount equal to (1) the lesser
of (a) the Fraud Loss  Amount as of the most recent  anniversary  of the Cut-Off
Date and (b) 1.00% of the aggregate  outstanding principal balance of all of the
Mortgage  Loans as of the most recent  anniversary of the Cut-Off Date minus (2)
the Fraud Losses  allocated solely to the Class B Certificates or, following the
reduction  of the  Class B  Principal  Balance  to zero,  solely  to the Class M
Certificates   in  accordance   with  Section  4.02(a)  since  the  most  recent
anniversary of the Cut-Off Date. On and after the  Cross-Over  Date or after the
fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be zero.      

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

Holder:  See "Certificateholder."                                     

     Independent:  When used with respect to any specified  Person,  such Person
who (i) is in fact  independent  of the  Seller,  the  Master  Servicer  and any
Servicer,  (ii) does not have any  direct  financial  interest  or any  material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either,  and (iii) is not connected  with the Seller,  the
Master Servicer or any Servicer as an officer, employee, promoter,  underwriter,
trustee, partner, director or person performing similar functions.              

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

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

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

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

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

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

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

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

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

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

Master Servicing Fee Rate:  As set forth in Section 11.27.            

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

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

Month End Interest:  As defined in each Servicing Agreement.          

 Moody's: Moody's Investors Service, Inc., or its successor in interest.

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

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

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

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

(i)     the Mortgage Loan identifying number;   

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

(iii)   the type of property;                   

(iv)    the Mortgage Interest Rate;             

(v)     the Net Mortgage Interest Rate;         

(vi)    the Monthly Payment;                    

  (vii)   the original number of months to maturity;

(viii)  the scheduled maturity date;            

(ix)    the Cut-Off Date Principal Balance;     

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

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

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

(xiii)  the Servicing Fee Rate; and             

(xiv)   the Master Servicing Fee.               

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

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

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

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

Mortgagor:  The obligor on a Mortgage Note.                           

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

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

     Net Mortgage  Interest  Rate:  With respect to each  Mortgage  Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the  Servicing  Fee Rate,  as set forth in Section  11.26 with respect to
such  Mortgage  Loan and (b) the  Master  Servicing  Fee  Rate,  as set forth in
Section  11.27  with  respect  to  such  Mortgage  Loan.  Any  regular   monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.                                

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

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

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

     Non-PO Fraction:  With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient  obtained by dividing the Net Mortgage  Interest  Rate for
such Mortgage Loan by 7.00%.                                                    

     Non-PO  Voting  Interest:  The ratio  obtained by dividing the Pool Balance
(Non-PO  Portion) by the sum of the Pool Balance  (Non-PO  Portion) and the Pool
Balance (PO Portion).                                                           

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

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

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

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

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

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

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

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

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

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

     Original Class A Subclass  Principal  Balance:  Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.                      

     Original  Class B  Principal  Balance:  The sum of the  Original  Class B-1
Principal  Balance,  Original  Class B-2 Principal  Balance,  Original Class B-3
Principal  Balance,  Original Class B-4 Principal Balance and Original Class B-5
Principal Balance, as set forth in Section 11.16.                               

     Original Class B-1 Fractional Interest:  As to the first Distribution Date,
the percentage  obtained by dividing the sum of the Original Class B-2 Principal
Balance,  the Original  Class B-3  Principal  Balance,  the  Original  Class B-4
Principal Balance and the Original Class B-5 Principal Balance by the sum of the
Original  Class A Non-PO  Principal  Balance,  the  Original  Class M  Principal
Balance and the  Original  Class B Principal  Balance.  The  Original  Class B-1
Fractional Interest is specified in Section 11.18.                              

     Original Class B-2 Fractional Interest:  As to the first Distribution Date,
the percentage  obtained by dividing the sum of the Original Class B-3 Principal
Balance,  the Original  Class B-4 Principal  Balance and the Original  Class B-5
Principal  Balance by the sum of the Original Class A Non-PO Principal  Balance,
the  Original  Class M  Principal  Balance  and the  Original  Class B Principal
Balance.  The  Original  Class B-2  Fractional  Interest is specified in Section
11.19.                                                                          

     Original Class B-3 Fractional Interest:  As to the first Distribution Date,
the percentage  obtained by dividing the sum of the Original Class B-4 Principal
Balance and the Original Class B-5 Principal  Balance by the sum of the Original
Class A Non-PO Principal Balance, the Original Class M Principal Balance and the
Original Class B Principal Balance.  The Original Class B-3 Fractional  Interest
is specified in Section 11.20.                                                  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Original  Subordinated  Principal Balance:  The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.                   

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

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

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

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

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

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

     Percentage  Interest:  With respect to a Class A Certificate  (other than a
Class A-4 or Class A-5 Certificate),  the undivided percentage interest obtained
by dividing the original  principal balance of such Certificate by the aggregate
original  principal  balance of all Certificates of such Class A Subclass.  With
respect  to a Class  A-4 or  Class  A-5  Certificate,  the  percentage  interest
specified  on  the  face  of  such  Certificate.  With  respect  to  a  Class  M
Certificate, the undivided percentage interest obtained by dividing the original
principal  balance  of such  Certificate  by the  aggregate  original  principal
balance  of  all  Certificates  of  such  Class.  With  respect  to  a  Class  B
Certificate, the undivided percentage interest obtained by dividing the original
principal  balance  of such  Certificate  by the  aggregate  original  principal
balance of all Certificates of such Class B Subclass.                           

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

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

Plan:  As defined in Section 5.02(c).                                 

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

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

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

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

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

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

               (c) those  portions of each  payment of interest on a  particular
          Mortgage  Loan which  represent (i) the  applicable  Servicing Fee and
(ii) the Master Servicing Fee;                              

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

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

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

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

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

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

(j) Net Foreclosure Profits;                      

(k) Month End Interest; and                       

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

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

Premium  Mortgage  Loan:  A  Mortgage  Loan  with a Net  Mortgage     
Interest Rate of 7.00% or greater.                                              

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

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

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

     Principal  Balance:  Each of the Class A Subclass Principal  Balances,  the
Class M  Principal  Balance,  the Class  B-1  Principal  Balance,  the Class B-2
Principal  Balance,  the Class B-3  Principal  Balance,  the Class B-4 Principal
Balance and the Class B-5 Principal Balance.                                    

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

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

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

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

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

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

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

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

Relevant Anniversary:  See "Bankruptcy Loss Amount."                  

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

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

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

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

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

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

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

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

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

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

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

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

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

     Servicers: Each of Norwest Mortgage and CMMC, as Servicer under the related
Servicing Agreement.                                                            

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

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

     Servicing  Fee Rate:  With  respect  to a  Mortgage  Loan,  as set forth in
Section 11.26.                                                                  

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

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

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

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

(1)  normal wear and tear;                                  

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

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

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

     Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$4,948,654.51 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated  solely to the Class B Certificates or, following the reduction of the
Class B  Principal  Balance  to zero,  solely  to the  Class M  Certificates  in
accordance  with Section 4.02(a) and (ii) the Special Hazard  Adjustment  Amount
(as defined  below) as most recently  calculated.  For each  anniversary  of the
Cut-Off Date, the Special Hazard Adjustment Amount shall be calculated and shall
be equal to the amount,  if any, by which the amount  calculated  in  accordance
with the  preceding  sentence  (without  giving  effect to the  deduction of the
Special Hazard Adjustment  Amount for such  anniversary)  exceeds the greater of
(A) the product of the Special Hazard Percentage for such anniversary multiplied
by  the  outstanding  principal  balance  of  all  the  Mortgage  Loans  on  the
Distribution  Date  immediately  preceding  such  anniversary,   (B)  twice  the
outstanding principal balance of the Mortgage Loan in the Trust Estate which has
the largest  outstanding  principal balance on the Distribution Date immediately
preceding  such  anniversary  and (C) that which is  necessary  to maintain  the
original  ratings on the  Certificates  as  evidenced  by letters to that effect
delivered by Rating Agencies to the Master  Servicer and the Trustee.  On and or
after the Cross-Over Date, the Special Hazard Loss Amount shall be zero.        

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

Startup Day:  As defined in Section 2.05.                             

     Subclass:  Each  subdivision  of  the  Class  A  Certificates,  denominated
respectively  as Class A-1,  Class A-2,  Class A-3,  Class A-4, Class A-5, Class
A-PO and Class A-R and each subdivision of the Class B Certificates, denominated
respectively as Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5.       

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

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

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

Substitute Mortgage Loan:  As defined in Section 2.02                 

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

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

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

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

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

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

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

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

     Voting  Interest:  With respect to any provisions  hereof providing for the
action,  consent  or  approval  of the  Holders of all  Certificates  evidencing
specified Voting  Interests in the Trust Estate,  (a) the Holders of the Class A
Certificates will  collectively be entitled to the Class A Voting Interest,  (b)
the Holders of the Class M  Certificates  will  collectively  be entitled to the
then applicable  percentage of the aggregate Voting Interest  represented by all
Certificates  equal to the product of (i) the ratio  obtained  by  dividing  the
Class M Principal  Balance by the sum of the Class A Non-PO  Principal  Balance,
the Class M Principal  Balance  and the Class B  Principal  Balance and (ii) the
Non-PO  Voting  Interest  and (c) the Holders of the Class B  Certificates  will
collectively  be  entitled  to the  balance  of the  aggregate  Voting  Interest
represented by all Series 1998-1 Certificates. The aggregate Voting Interests of
each Subclass of Class A  Certificates  (other than the Class A-4, Class A-5 and
Class A-PO  Certificates) on any date will be equal to the product of (a) 98% of
the  portion  of the Class A Voting  Interest  represented  by clause (A) of the
definition  thereof  and (b) the  fraction  obtained  by  dividing  the  Class A
Subclass  Principal  Balance  of such  Class A  Subclass  by the  Class A Non-PO
Principal  Balance  on such  date.  With  respect to the Class A-4 and Class A-5
Certificates,  the aggregate  Voting  Interest of each such Subclass on any date
will be 1% of the Class A Voting Interest on such date represented by clause (A)
of the definition of Class A Voting Interest.  The aggregate Voting Interests of
the  Class  A-PO  Certificates  on any date  will be equal to the Class A Voting
Interest  represented  by clause (B) of the  definition  thereof.  The aggregate
Voting  Interests  of each  Subclass  of Class B  Certificates  will  equal such
Subclass's  pro rata  portion of the Voting  Interest  allocated  to the Class B
Certificates  based  on such  Subclass's  outstanding  principal  balance.  Each
Certificateholder  of a Class or Subclass will have a Voting  Interest  equal to
the  product  of the  Voting  Interest  to  which  such  Class  or  Subclass  is
collectively  entitled  and the  Percentage  Interest  in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions hereof
providing  for  action,  consent  or  approval  of each  Class  or  Subclass  of
Certificates  or  specified   Classes  or  Subclasses  of   Certificates,   each
Certificateholder  of a Class or  Subclass  will have a Voting  Interest in such
Class or Subclass  equal to such Holder's  Percentage  Interest in such Class or
Subclass.                                                                       

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

Section 1.02.     Acts of Holders.                                              

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided by this  Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except  as  herein  otherwise  expressly  provided,  such  action  shall  become
effective  when such  instrument  or  instruments  are delivered to the Trustee.
Proof of execution of any such  instrument or of a writing  appointing  any such
agent shall be sufficient  for any purpose of this  Agreement and  conclusive in
favor of the Trustee,  if made in the manner  provided in this Section 1.02. The
Trustee shall promptly  notify the Master  Servicer in writing of the receipt of
any such instrument or writing.                                                 

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

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

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

Section 1.03.     Effect of Headings and Table of Contents.                     

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

Section 1.04.     Benefits of Agreement.                                        

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

EX-4
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ARTICLE II                                                                      

CONVEYANCE OF MORTGAGE LOANS;                                                   
ORIGINAL ISSUANCE OF THE CERTIFICATES                                           

Section 2.01.     Conveyance of Mortgage Loans.                                 

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

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

     In lieu of recording an  assignment  of any Mortgage the Seller may, to the
extent set forth in the Servicing Agreement, deliver or cause to be delivered to
the Trustee the  assignment  of the Mortgage Loan from the Seller to the Trustee
in a form suitable for  recordation,  together with an Opinion of Counsel to the
effect that recording is not required to protect the Trustee's right,  title and
interest  in and to the  related  Mortgage  Loan  or,  in  case a  court  should
recharacterize the sale of the Mortgage Loans as a financing, to perfect a first
priority security interest in favor of the Trustee in the related Mortgage Loan.
In the event that the Master Servicer receives notice that recording is required
to  protect  the right,  title and  interest  of the  Trustee in and to any such
Mortgage Loan for which  recordation of an assignment  has not  previously  been
required,  the Master Servicer shall promptly notify the Trustee and the Trustee
shall  within  five  Business  Days (or such  other  reasonable  period  of time
mutually  agreed upon by the Master  Servicer and the Trustee) of its receipt of
such  notice  deliver  each  previously  unrecorded  assignment  to the  related
Servicer for recordation.                                                       

Section 2.02.     Acceptance by Trustee.                                        

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.04.     Execution and Delivery of Certificates.                       

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

Section 2.05.                                                                   
Designation of Certificates; Designation of                                     
Startup Day and Latest Possible Maturity Date.                                  

     The Seller hereby designates the Subclasses of Class A Certificates  (other
than the Class A-R Certificate),  the Class M Certificates and the Subclasses of
Class B  Certificates  as  classes  of  "regular  interests"  and the  Class A-R
Certificate  as the single  class of  "residual  interest"  in the REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2),  respectively.  The Closing
Date is hereby  designated  as the "Startup Day" of the REMIC within the meaning
of Code Section  860G(a)(9).  The "latest possible maturity date" of the regular
interests  in the  REMIC is  February  25,  2028 for  purposes  of Code  Section
860G(a)(1).                                                                     

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ARTICLE III                                                                     

ADMINISTRATION OF THE TRUST ESTATE:  SERVICING                                  
OF THE MORTGAGE LOANS                                                           

Section 3.01.     Certificate Account.                                          

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

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

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

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

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

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

Section 3.02.     Permitted Withdrawals from the Certificate Account.           

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

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

               (ii) to  reimburse  any  Servicer,  the  Master  Servicer  or the
          Trustee for any  Periodic  Advances  determined  in good faith to have
become Nonrecoverable Advances;                             

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

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

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

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

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

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

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

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

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

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

Section 3.03.     Advances by Master Servicer and Trustee.                      

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

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

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

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

Section 3.04.     Trustee to Cooperate;                                         
Release of Owner Mortgage Loan Files.                                           

     Upon the  receipt  by the  Master  Servicer  of a Request  for  Release  in
connection  with the deposit by a Servicer into the  Certificate  Account of the
proceeds from a Liquidated  Loan or of a Prepayment in Full, the Master Servicer
shall  confirm to the Trustee  that all  amounts  required to be remitted to the
Certificate  Account  in  connection  with  such  Mortgage  Loan  have  been  so
deposited,  and shall  deliver  such  Request  for Release to the  Trustee.  The
Trustee  shall,  within five  Business Days of its receipt of such a Request for
Release,  release the related Owner Mortgage Loan File to the Master Servicer or
such  Servicer,  as requested by the Master  Servicer.  No expenses  incurred in
connection with any instrument of satisfaction or deed of reconveyance  shall be
chargeable to the Certificate Account.                                          

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

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

Section 3.05.     Reports to the Trustee; Annual Compliance                     
Statements.                                                                     

     (a) Not  later  than 15 days  after  each  Distribution  Date,  the  Master
Servicer  shall  deliver to the Trustee a statement  setting forth the status of
the Certificate  Account as of the close of business on such  Distribution  Date
stating that all distributions  required to be made by the Master Servicer under
this  Agreement  have been made (or, if any required  distribution  has not been
made by the Master  Servicer,  specifying  the nature  and status  thereof)  and
showing,  for the period  covered by such  statement,  the  aggregate  amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal  specified in Sections  3.01 and 3.02.  Such  statement may be in the
form of the then  current  FNMA  monthly  accounting  report for its  Guaranteed
Mortgage  Pass-Through Program with appropriate additions and changes, and shall
also include  information as to the aggregate unpaid principal balance of all of
the  Mortgage  Loans  as of the  close  of  business  as of the  last day of the
calendar month  immediately  preceding such  Distribution  Date.  Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.                                                 

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

Section 3.06.     Title, Management and Disposition of Any REO                  
Mortgage Loan.                                                                  

     The  Master   Servicer   shall  ensure  that  each  REO  Mortgage  Loan  is
administered  by the  related  Servicer  at all  times so that it  qualifies  as
"foreclosure  property" under the REMIC Provisions and that it does not earn any
"net income from  foreclosure  property" which is subject to tax under the REMIC
Provisions.  In the  event  that a  Servicer  is unable  to  dispose  of any REO
Mortgage Loan within the period  mandated by each of the  Servicing  Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest  bidder within the period so specified.  In the
event of any such sale of REO Mortgage Loan,  the Trustee shall,  at the written
request of the Master Servicer and upon being supported with  appropriate  forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account,  release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment,  in each case without  recourse,  as
shall be  necessary to vest in the auction  purchaser  title to the REO Mortgage
Loan and the Trustee  shall have no further  responsibility  with regard to such
Owner  Mortgage Loan File or Servicer  Mortgage Loan File.  Neither the Trustee,
the Master  Servicer  nor any  Servicer,  acting on behalf of the Trust  Estate,
shall  provide  financing  from the  Trust  Estate  to any  purchaser  of an REO
Mortgage Loan.                                                                  

Section 3.07.                                                                   
Amendments to Servicing Agreements,                                             
Modification of Standard Provisions.                                            

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

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

     (c)(i)  Notwithstanding  anything to the contrary in this Section 3.07, the
Master   Servicer   from  time  to  time  may,   without   the  consent  of  any
Certificateholder  or the  Trustee,  enter  into  an  amendment  to the  Norwest
Servicing  Agreement for the purpose of changing the applicable  Remittance Date
to the 18th day of each  month  (or if such day is not a  Business  Day,  on the
previous Business Day).                                                         

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

Section 3.08.     Oversight of Servicing.                                       

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

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

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

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

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

     The Seller shall be entitled,  at its option,  to repurchase  any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor;  provided,  however,  that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased  pursuant to this provision shall not
exceed 2.5% of the Cut-Off  Date  Aggregate  Principal  Balance of the  Mortgage
Loans. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal  balance of such  Mortgage Loan plus accrued  interest  thereon at the
Mortgage Interest Rate for such Mortgage Loan, through the last day of the month
in which such repurchase  occurs.  Upon the receipt of such purchase price,  the
Master  Servicer  shall  provide to the  Trustee the  certification  required by
Section 3.04 and the Trustee and the Custodian,  if any, shall promptly  release
to the Seller the Owner  Mortgage  Loan File relating to the Mortgage Loan being
repurchased.                                                                    

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

     The Master  Servicer,  on behalf of the  Trustee,  shall,  pursuant  to the
Servicing  Agreements,   object  to  the  foreclosure  upon,  or  other  related
conversion of the ownership of, any Mortgaged  Property by the related  Servicer
if (i) the Master Servicer believes such Mortgaged  Property may be contaminated
with or  affected  by  hazardous  wastes or  hazardous  substances  or (ii) such
Servicer does not agree to administer such Mortgaged Property,  once the related
Mortgage  Loan becomes an REO Mortgage  Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.              

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

Section 3.09.     Termination and Substitution of Servicing                     
Agreements.                                                                     

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

Section 3.10.     1934 Act Reports.                                             

     The  Master  Servicer  shall,  on behalf of the  Seller,  make all  filings
required  to be made by the  Seller  with  respect  to the Class A  Certificates
(other than the Class A-5 and Class A-PO Certificates), the Class M Certificates
and the Class B-1 and Class B-2 Certificates pursuant to the Securities Exchange
Act of 1934, as amended.                                                        

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ARTICLE IV                                                                      

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

Section 4.01.     Distributions.                                                

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

     first,  to the  Subclasses of Class A  Certificates,  pro rata,  based upon
their  respective Class A Subclass  Interest  Accrual  Amounts,  in an aggregate
amount up to the sum of the  Class A  Subclass  Interest  Accrual  Amounts  with
respect to such Distribution Date;                                              

     second,  to the Subclasses of Class A  Certificates,  pro rata,  based upon
their  respective Class A Subclass Unpaid Interest  Shortfalls,  in an aggregate
amount up to the sum of the Class A Subclass Unpaid Interest Shortfalls;        

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

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

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

sixth,  to the Class M Certificates  in an amount up to the Class     
M Unpaid Interest Shortfall;                                                    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     With  respect  to any  Distribution  Date,  the  amount  of  the  Principal
Adjustment,  if any,  attributable to any Class B Subclass will be allocated pro
rata based on principal  balance among the Class A Certificates  (other than the
Class A-PO Certificates), the Class M Certificates and any Class B Subclass with
a lower  numerical  designation and the amount of the Principal  Adjustment,  if
any,  attributable  to  the  Class  M  Certificates  will  be  allocated  to the
Subclasses  of Class A  Certificates  (other  than the Class A-4,  Class A-5 and
Class  A-PO  Certificates)  pro rata  based on the  Class A  Subclass  Principal
Balances.                                                                       

     (b) The Class A-4 and Class A-5 Certificates are interest-only Certificates
and are not entitled to distributions in respect of principal.                  

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

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

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

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

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

     fifth,  to the  Class  A-3  Certificates,  without  regard to the Class A-3
Priority Amount,  until the Class A Subclass  Principal Balance thereof has been
reduced to zero.                                                                

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

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

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

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

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

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

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

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

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

     In the event that, on any Distribution Date prior to the Final Distribution
Date,  the  Class A  Subclass  Principal  Balance  of any  Subclass  of  Class A
Certificates  (other  than the Class  A-R  Certificate),  the Class M  Principal
Balance of the Class M Certificates or the Class B Subclass Principal Balance of
any Subclass of Class B Certificates  or the notional amount of the Class A-4 or
Class A-5  Certificates  would be reduced to zero, the Master Servicer shall, as
soon as practicable after the  Determination  Date relating to such Distribution
Date, send a notice to the Trustee.  The Trustee will then send a notice to each
Certificateholder  of such  Class  or  Subclass  with a copy to the  Certificate
Registrar,  specifying that the final distribution with respect to such Class or
Subclass will be made on such  Distribution  Date only upon the presentation and
surrender of such  Certificateholder's  Certificates  at the office or agency of
the Trustee therein specified;  provided, however, that the failure to give such
notice will not entitle a Certificateholder  to any interest beyond the interest
payable  with  respect to such  Distribution  Date in  accordance  with  Section
4.01(a).                                                                        

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

Section 4.02.     Allocation of Realized Losses.                                

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

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

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

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

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

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

     sixth, to the Class M Certificates  until the Class M Principal Balance has
been reduced to zero; and                                                       

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

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

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

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

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

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

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

Section 4.03.     Paying Agent.                                                 

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

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

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

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

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

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

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

Section 4.04.     Statements to Certificateholders;                             
Report to the Trustee and the Seller.                                           

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

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

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

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

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

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

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

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

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

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

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

               (xi) the aggregate  Scheduled  Principal Balances of the Mortgage
          Loans serviced by Norwest Mortgage and CMMC, respectively,  as of such
Distribution Date;                                          

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

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

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

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

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

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

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

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

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

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

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

               (xxiii) the aggregate  amount of Bankruptcy  Losses  allocated to
          each Subclass of Class B Certificates  or,  following the reduction of
          the  Class  B  Principal  Balance  to  zero,  solely  to the  Class  M
          Certificates  in  accordance  with Section  4.02(a) since the Relevant
Anniversary;                                                

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

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

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

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

               (xxviii) in the case of the Class A-4 Certificates, the Class A-4
          Notional Amount and Class A-4 Pass-Through  Rate for such Distribution
Date;                                                       

               (xxix) in the case of the Class A-5  Certificates,  the Class A-5
          Notional Amount and Class A-5 Pass-Through  Rate for such Distribution
Date; and                                                   

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

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

     In the case of information  furnished with respect to a Subclass of Class A
Certificates  pursuant  to  clauses  (i)  and  (ii)  above,  with  the  Class  M
Certificates  pursuant  to clauses  (iii) and (iv)  above and with  respect to a
Class B Subclass  pursuant to clauses (v) and (vi) above,  the amounts  shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate  (other
than  the  Class  A-4,  Class  A-5 and  Class  A-R  Certificates)  with a $1,000
Denomination,  and as a dollar  amount  per  Class A-R  Certificate  with a $100
Denomination, and as a dollar amount per Class A-4 or Class A-5 Certificate with
a 1% Denomination.                                                              

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

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

     In addition to the reports  required  pursuant to this  Section  4.04,  the
Master  Servicer  shall make  available  upon  request  to each  Holder and each
proposed  transferee  of a  Class  A-PO,  Class  B-3,  Class  B-4 or  Class  B-5
Certificate  such additional  information,  if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.                     

Section 4.05.     Reports to Mortgagors and the Internal Revenue                
Service.                                                                        

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

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

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

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ARTICLE V                                                                       

THE CERTIFICATES                                                                

Section 5.01.     The Certificates.                                             

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

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

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

     (b) Upon original issuance, the Book-Entry  Certificates shall be issued in
the  form  of one or  more  typewritten  certificates,  to be  delivered  to The
Depository Trust Company,  the initial Clearing Agency, by, or on behalf of, the
Seller.  Such  Certificates  shall  initially be registered  in the  Certificate
Register  in the name of the  nominee of the  initial  Clearing  Agency,  and no
Beneficial  Owner  will  receive  a  definitive  certificate  representing  such
Beneficial Owner's interest in the Book-Entry  Certificates,  except as provided
in Section 5.07.  Unless and until  definitive,  fully  registered  certificates
("Definitive  Certificates")  have been issued to Beneficial  Owners pursuant to
Section 5.07:                                                                   

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

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

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

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

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

     For purposes of any  provision of this  Agreement  requiring or  permitting
actions  with the  consent of, or at the  direction  of,  Holders of  Book-Entry
Certificates  evidencing  specified Voting Interests,  such direction or consent
shall be given by  Beneficial  Owners  having the  requisite  Voting  Interests,
acting through the Clearing Agency.                                             

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

Section 5.02.     Registration of Certificates.                                 

     (a) The Trustee shall cause to be kept at one of the offices or agencies to
be maintained in  accordance  with the  provisions of Section 5.06 a Certificate
Register in which,  subject to such reasonable  regulations as it may prescribe,
the Trustee shall provide for the  registration of Certificates and of transfers
and exchanges of Certificates as herein  provided.  The Trustee shall act as, or
shall  appoint,   a  Certificate   Registrar  for  the  purpose  of  registering
Certificates and transfers and exchanges of Certificates as herein provided.    

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

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

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

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

     (b) No transfer of a Class A-5,  Class A-PO,  Class B-3, Class B-4 or Class
B-5  Certificate  shall be made  unless  the  registration  requirements  of the
Securities Act of 1933, as amended, and any applicable State securities laws are
complied  with,  or such transfer is exempt from the  registration  requirements
under said Act and laws.  In the event that a transfer is to be made in reliance
upon an  exemption  from said Act or laws,  (i) unless such  transfer is made in
reliance on Rule 144A,  the Trustee or the Seller may, if such transfer is to be
made within  three years after the later of (i) the date of the initial  sale of
Certificates or (ii) the last date on which the Seller or any affiliate  thereof
was a Holder of the  Certificates  proposed to be  transferred,  require a Class
A-5, Class A-PO, Class B-3, Class B-4 or Class B-5  Certificateholder to deliver
a  written  Opinion  of  Counsel   acceptable  to  and  in  form  and  substance
satisfactory to the Trustee and the Seller, to the effect that such transfer may
be made pursuant to an exemption,  describing the  applicable  exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws,  which  Opinion of Counsel  shall not be an  expense of the  Trustee,  the
Seller or the Master Servicer, and (ii) the Trustee shall require the transferee
(other  than an  affiliate  of the  Seller on the  Closing  Date) to  execute an
investment  letter in the form of Exhibit J hereto  certifying to the Seller and
the Trustee the facts  surrounding such transfer,  which investment letter shall
not be an expense of the Trustee, the Seller or the Master Servicer.  The Holder
of a Class  A-5,  Class  A-PO,  Class  B-3,  Class B-4 or Class B-5  Certificate
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trustee,  the Seller,  the Master Servicer and any Paying Agent acting on behalf
of the Trustee  against any liability  that may result if the transfer is not so
exempt or is not made in  accordance  with such federal and state laws.  Neither
the Seller nor the Trustee is under an  obligation  to  register  the Class A-5,
Class A-PO, Class B-3, Class B-4 or Class B-5 Certificates under said Act or any
other securities law.                                                           

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

     (d) No legal or beneficial  interest in all or any portion of the Class A-R
Certificate  may  be  transferred  directly  or  indirectly  to a  "disqualified
organization"  within the meaning of Code  Section  860E(e)(5)  or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person  acting on behalf of or investing the assets of a Plan (such Plan or
Person,  an  "ERISA  Prohibited  Holder")  or  to  an  individual,  corporation,
partnership or other person unless such transferee (i) is not a Non-U.S.  Person
or (ii) is a Non-U.S.  Person that holds the Class A-R Certificate in connection
with the  conduct  of a trade or  business  within  the  United  States  and has
furnished  the  transferor  and the Trustee with an effective  Internal  Revenue
Service Form 4224 or (iii) is a Non-U.S.  Person that has  delivered to both the
transferor and the Trustee an opinion of a nationally  recognized tax counsel to
the effect that the transfer of the Class A-R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
that such  transfer of the Class A-R  Certificate  will not be  disregarded  for
federal  income tax purposes (any such person who is not covered by clauses (i),
(ii) or (iii)  above  being  referred  to  herein  as a  "Non-permitted  Foreign
Holder"),  and any such purported transfer shall be void and have no effect. The
Trustee  shall  not  execute,   and  shall  not   authenticate   (or  cause  the
Authenticating  Agent to authenticate) and deliver,  a new Class A-R Certificate
in connection  with any such transfer to a  disqualified  organization  or agent
thereof (including a broker,  nominee or middleman),  an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or  registration  of transfer,  or
register the transfer of, the Class A-R Certificate, unless the transferor shall
have provided to the Trustee an affidavit, substantially in the form attached as
Exhibit H hereto, signed by the transferee, to the effect that the transferee is
not such a disqualified organization,  an agent (including a broker, nominee, or
middleman)  for any  entity  as to  which  the  transferee  has not  received  a
substantially  similar affidavit,  an ERISA Prohibited Holder or a Non-permitted
Foreign  Holder,  which affidavit shall contain the consent of the transferee to
any such  amendments of this Agreement as may be required to further  effectuate
the  foregoing  restrictions  on  transfer  of  the  Class  A-R  Certificate  to
disqualified  organizations,  ERISA Prohibited Holders or Non-permitted  Foreign
Holders.  Such affidavit shall also contain the statement of the transferee that
(i) the  transferee  has  historically  paid its debts as they have come due and
intends to do so in the  future,  (ii) the  transferee  understands  that it may
incur  liabilities in excess of cash flows  generated by the residual  interest,
(iii) the transferee  intends to pay taxes  associated with holding the residual
interest as they become due and (iv) the transferee  will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.                                          

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

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

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

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

Section 5.04.     Persons Deemed Owners.                                        

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

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

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

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

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

Section 5.06.     Maintenance of Office or Agency.                              

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

Section 5.07.     Definitive Certificates.                                      

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

Section 5.08.     Notices to Clearing Agency.                                   

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

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ARTICLE VI                                                                      

THE SELLER AND THE MASTER SERVICER                                              

Section 6.01.     Liability of the Seller and the Master Servicer.              

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

Section 6.02.     Merger or Consolidation of the Seller or the Master           
Servicer.                                                                       

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

     The Seller or the Master  Servicer  may be merged or  consolidated  with or
into any  Person,  or  transfer  all or  substantially  all of its assets to any
Person,  in which case any Person  resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party,  or any Person  succeeding
to the business of the Seller or Master Servicer,  shall be the successor of the
Seller or Master  Servicer  hereunder,  without the  execution  or filing of any
paper or any  further  act on the part of any of the  parties  hereto,  anything
herein to the contrary notwithstanding;  provided, however, that, in the case of
the Master  Servicer,  any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.                                    

Section 6.03.     Limitation on Liability of the Seller, the Master             
Servicer and Others.                                                            

     Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners,  directors,  officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the  Certificateholders  and all such
Persons shall be held harmless for any action taken or for  refraining  from the
taking of any action in good faith pursuant to this Agreement,  or for errors in
judgment;  provided,  however,  that this  provision  shall not protect any such
Person  against  any breach of  warranties  or  representations  made  herein or
against  any  liability  which would  otherwise  be imposed by reason of willful
misfeasance,  bad faith or gross  negligence in the  performance of duties or by
reason of reckless  disregard of obligations and duties  hereunder.  The Seller,
the Master Servicer,  any  subcontractor,  and any partner,  director,  officer,
employee  or agent of any of them shall be entitled  to  indemnification  by the
Trust Estate and will be held  harmless  against any loss,  liability or expense
incurred in connection  with any legal action  relating to this Agreement or the
Certificates,  other than any loss,  liability or expense  incurred by reason of
willful misfeasance,  bad faith or gross negligence in the performance of his or
its  duties  hereunder  or by  reason  of  reckless  disregard  of  his  or  its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which,  prima facie, is properly  executed and submitted by
any Person respecting any matters arising hereunder.  Neither the Seller nor the
Master Servicer shall be under any obligation to appear in,  prosecute or defend
any legal action  unless such action is related to its  respective  duties under
this  Agreement  and which in its opinion  does not involve it in any expense or
liability;  provided, however, that the Seller or the Master Servicer may in its
discretion  undertake  any such action which it may deem  necessary or desirable
with respect to this  Agreement and the rights and duties of the parties  hereto
and the interests of the Certificateholders  hereunder if the Certificateholders
offer to the  Seller  or the  Master  Servicer,  as the case may be,  reasonable
security or indemnity  against the costs,  expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action  and any  liability  resulting  therefrom  shall be  expenses,  costs and
liabilities of the Trust Estate,  and the Seller or the Master Servicer shall be
entitled to be  reimbursed  therefor out of the  Certificate  Account,  and such
amounts shall,  on the following  Distribution  Date or  Distribution  Dates, be
allocated  in  reduction  of  distributions  on the Class A, Class M and Class B
Certificates  in the same manner as Realized  Losses are  allocated  pursuant to
Section 4.02(a).                                                                

Section 6.04.     Resignation of the Master Servicer.                           

     The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon  determination that its duties hereunder are no longer
permissible  under  applicable  law or are in  material  conflict  by  reason of
applicable  law  with  any  other   activities   carried  on  by  it.  Any  such
determination  permitting  the  resignation  of the  Master  Servicer  shall  be
evidenced by an Opinion of Counsel to such effect  delivered to the Trustee.  No
such  resignation  shall  become  effective  until the  Trustee  or a  successor
servicer  shall have  assumed the Master  Servicer's  responsibilities,  duties,
liabilities and obligations hereunder.                                          

Section 6.05.     Compensation to the Master Servicer.                          

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

Section 6.06.     Assignment or Delegation of Duties by Master                  
Servicer.                                                                       

     The  Master  Servicer  shall not  assign  or  transfer  any of its  rights,
benefits or privileges under this Agreement to any other Person,  or delegate to
or subcontract  with, or authorize or appoint any other Person to perform any of
the duties,  covenants or  obligations  to be  performed by the Master  Servicer
without the prior written consent of the Trustee, and any agreement,  instrument
or act  purporting  to  effect  any such  assignment,  transfer,  delegation  or
appointment shall be void.  Notwithstanding  the foregoing,  the Master Servicer
shall have the right  without  the prior  written  consent of the Trustee (i) to
assign its rights and delegate its duties and obligations  hereunder;  provided,
however,  that (a) the  purchaser or  transferee  accepting  such  assignment or
delegation  is  qualified  to  service  mortgage  loans  for FNMA or  FHLMC,  is
satisfactory  to the Trustee,  in the exercise of its reasonable  judgment,  and
executes  and  delivers  to the  Trustee  an  agreement,  in form and  substance
reasonably  satisfactory  to the Trustee,  which  contains an assumption by such
purchaser or transferee of the due and punctual  performance  and  observance of
each covenant and  condition to be performed or observed by the Master  Servicer
hereunder  from and after the date of such  agreement;  and (b) each  applicable
Rating Agency's rating of any Certificates in effect  immediately  prior to such
assignment,  sale  or  transfer  is  not  reasonably  likely  to  be  qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates  are not reasonably  likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master  Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint  to an  affiliate  of the  Master  Servicer  any  duties,  covenants  or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties,  covenants or obligations  are to be performed in any state or
states in which the  Master  Servicer  is not  authorized  to do  business  as a
foreign  corporation  but in which the affiliate is so  authorized.  In no case,
however,  shall any  permitted  assignment  and  delegation  relieve  the Master
Servicer of any  liability  to the Trustee or the Seller  under this  Agreement,
incurred  by it prior to the time that the  conditions  contained  in clause (i)
above are met.                                                                  

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

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

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ARTICLE VII                                                                     

DEFAULT                                                                         

Section 7.01.     Events of Default.                                            

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

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

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

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

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

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

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

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

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

Section 7.02.     Other Remedies of Trustee.                                    

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

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

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

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

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

Section 7.05.     Trustee to Act; Appointment of Successor.                     

     When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee receives the resignation of the Master Servicer evidenced by
an  Opinion of  Counsel  pursuant  to Section  6.04,  the  Trustee  shall be the
successor  in all  respects  to the Master  Servicer  in its  capacity as master
servicer  under this  Agreement and the  transactions  set forth or provided for
herein  and  shall  have  the  rights  and  powers  and be  subject  to all  the
responsibilities,  duties and liabilities  relating thereto placed on the Master
Servicer  by the  terms  and  provisions  hereof  and in its  capacity  as  such
successor  shall have the same  limitation  of liability  herein  granted to the
Master  Servicer.  In the event  that the  Trustee is  succeeding  to the Master
Servicer as the Master Servicer, as compensation  therefor, the Trustee shall be
entitled to receive monthly such portion of the Master  Servicing Fee,  together
with  such  other  servicing  compensation  as is  agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding  the above, the Trustee may, if it shall be unwilling to so act,
or shall,  if it is unable to so act or to obtain a qualifying  bid as described
below,  appoint, or petition a court of competent  jurisdiction to appoint,  any
housing and home finance  institution,  bank or mortgage  servicing  institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder;  provided, however, that
until  such a  successor  master  servicer  is  appointed  and has  assumed  the
responsibilities,  duties and liabilities of the Master Servicer hereunder,  the
Trustee  shall  continue  as the  successor  to the Master  Servicer as provided
above.  The compensation of any successor master servicer so appointed shall not
exceed the  compensation  specified  in Section  6.05  hereof.  In the event the
Trustee is  required  to solicit  bids as  provided  above,  the  Trustee  shall
solicit,   by  public   announcement,   bids  from   housing  and  home  finance
institutions,   banks  and   mortgage   servicing   institutions   meeting   the
qualifications  set forth in the  preceding  sentence  for the  purchase  of the
master  servicing  functions.  Such public  announcement  shall specify that the
successor  master  servicer  shall be  entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing  compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public  announcement,  the Trustee  shall  negotiate  and
effect the sale,  transfer and  assignment  of the master  servicing  rights and
responsibilities  hereunder  to  the  qualified  party  submitting  the  highest
qualifying  bid.  The Trustee  shall deduct all costs and expenses of any public
announcement  and of any sale,  transfer and assignment of the servicing  rights
and  responsibilities  hereunder  from any sum  received by the Trustee from the
successor  to the  Master  Servicer  in  respect  of  such  sale,  transfer  and
assignment.  After such  deductions,  the remainder of such sum shall be paid by
the  Trustee  to the Master  Servicer  at the time of such  sale,  transfer  and
assignment to the Master  Servicer's  successor.  The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor  servicer in effecting the  termination  of the Master
Servicer's  servicing  responsibilities  and rights hereunder and shall promptly
provide  the Trustee or such  successor  master  servicer,  as  applicable,  all
documents  and  records  reasonably  requested  by it to enable it to assume the
Master  Servicer's  function  hereunder and shall  promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans.  Neither the Trustee nor any other successor master servicer
shall be deemed to be in default  hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master  Servicer to deliver,  or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities  hereunder,  and no
successor  (including  the Trustee)  shall succeed  thereto,  if the  assumption
thereof by such successor would cause the rating assigned to any Certificates to
be  revoked,  downgraded  or placed  on credit  review  status  (other  than for
possible  upgrading) by either  Rating  Agency and the retention  thereof by the
Master Servicer would avert such revocation, downgrading or review.             

Section 7.06.     Notification to Certificateholders.                           

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

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ARTICLE VIII                                                                    

CONCERNING THE TRUSTEE                                                          

Section 8.01.     Duties of Trustee.                                            

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

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

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

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

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

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

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

Section 8.02.     Certain Matters Affecting the Trustee.                        

Except as otherwise provided in Section 8.01:                         

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

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

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

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

Section 8.03.     Trustee Not Required to Make Investigation.                   

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

Section 8.04.     Trustee Not Liable for Certificates or Mortgage               
Loans.                                                                          

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

Section 8.05.     Trustee May Own Certificates.                                 

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

Section 8.06.     The Master Servicer to Pay Fees and Expenses.                 

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

Section 8.07.     Eligibility Requirements.                                     

     The  Trustee  hereunder  shall  at  all  times  (i)  be  a  corporation  or
association  having its principal  office in a state and city  acceptable to the
Seller,  organized and doing business under the laws of such state or the United
States of  America,  authorized  under  such laws to  exercise  corporate  trust
powers, having a combined capital and surplus of at least $50,000,000,  or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section  310(a)(2) of the
Trust  Indenture Act of 1939,  (ii) be subject to  supervision or examination by
federal  or state  authority  and (iii)  have a credit  rating  or be  otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce  their  respective  then  current  ratings of the  Certificates  (or have
provided  such  security  from  time to  time as is  sufficient  to  avoid  such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining  authority,  then
for the  purposes  of this  Section  the  combined  capital  and surplus of such
corporation  or  association  shall be deemed  to be its  combined  capital  and
surplus as set forth in its most recent  report of  condition so  published.  In
case at any time the Trustee shall cease to be eligible in  accordance  with the
provisions of this Section,  the Trustee shall resign  immediately in the manner
and with the effect specified in Section 8.08.                                  

Section 8.08.     Resignation and Removal.                                      

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

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

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

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

Section 8.09.     Successor.                                                    

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

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

Section 8.10.     Merger or Consolidation.                                      

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

Section 8.11.     Authenticating Agent.                                         

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

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

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

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

Section 8.12.     Separate Trustees and Co-Trustees.                            

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

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

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

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

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

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

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

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

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

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

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

Section 8.13.     Appointment of Custodians.                                    

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

Section 8.14.     Tax Matters; Compliance with REMIC Provisions.                

     (a) Each of the Trustee and the Master  Servicer  covenants and agrees that
it shall  perform its duties  hereunder  in a manner  consistent  with the REMIC
Provisions  and shall not  knowingly  take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal,  state or local income,  prohibited
transaction,  contribution or other tax on either the REMIC or the Trust Estate.
The  Master  Servicer,  or,  in the  case of any  action  required  by law to be
performed directly by the Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual  federal  and  applicable  state and local  income  tax  returns  using a
calendar  year as the  taxable  year for the  REMIC  and the  accrual  method of
accounting;  (ii) in the first such  federal  tax return,  make,  or cause to be
made, elections  satisfying the requirements of the REMIC Provisions,  on behalf
of the  Trust  Estate,  to treat the Trust  Estate  as a REMIC;  (iii)  prepare,
execute and forward,  or cause to be prepared,  executed and  forwarded,  to the
Certificateholders  all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the  Internal  Revenue  Service and any other  relevant  governmental  taxing
authority  in  accordance  with the REMIC  Provisions  and any other  applicable
federal,  state or local laws, including without limitation  information reports
relating to "original  issue  discount" and "market  discount" as defined in the
Code based upon the issue prices,  prepayment assumption and cash flows provided
by the Seller to the  Trustee  and  calculated  on a monthly  basis by using the
issue prices of the Certificates;  (iv) make available information necessary for
the  application  of any tax imposed on  transferors  of residual  interests  to
"disqualified  organizations"  (as  defined in the REMIC  Provisions);  (v) file
Forms SS-4 and 8811 and  respond to  inquiries  by  Certificateholders  or their
nominees concerning  information returns,  reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income,  expenses,  individual  Mortgage  Loans
(including REO Mortgage Loans,  other assets and  liabilities of the REMIC,  and
the fair market value and adjusted  basis of the REMIC  property  determined  at
such  intervals  as may be required by the Code,  as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests  represented by the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-PO and Class A-R Certificates, the
Class M  Certificates  and the Class B-l,  Class B-2,  Class B-3,  Class B-4 and
Class  B-5  Certificates;  (viii)  exercise  reasonable  care not to  allow  the
occurrence of any "prohibited  transactions"  within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee that such  occurrence  would not (a) result in a taxable  gain,  (b)
otherwise  subject  either the Trust Estate or the REMIC to tax or (c) cause the
Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable care not to
allow the REMIC to receive  income  from the  performance  of  services  or from
assets not permitted under the REMIC  Provisions to be held by a REMIC;  (x) pay
(on  behalf of the  REMIC)  the amount of any  federal  income  tax,  including,
without  limitation,  prohibited  transaction  taxes,  taxes on net income  from
foreclosure  property,  and taxes on certain  contributions to a REMIC after the
Startup Day,  imposed on the REMIC when and as the same shall be due and payable
(but  such  obligation  shall  not  prevent  the  Master  Servicer  or any other
appropriate  Person from contesting any such tax in appropriate  proceedings and
shall not prevent the Master Servicer from withholding or depositing  payment of
such tax, if permitted  by law,  pending the outcome of such  proceedings);  and
(xi) if  required  or  permitted  by the Code and  applicable  law,  act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
1.860F-4(d),  and the Master Servicer is hereby designated as agent of the Class
A-R  Certificateholder  for such  purpose  (or if the Master  Servicer is not so
permitted,  the Holder of the Class A-R Certificate  shall be tax matters person
in accordance with the REMIC Provisions).  The Master Servicer shall be entitled
to be  reimbursed  pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding  sentence,  except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The Trustee
shall sign the tax  returns  referred  to in clause (i) of the second  preceding
sentence.                                                                       

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

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

Section 8.15.     Monthly Advances.                                             

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

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ARTICLE IX                                                                      

TERMINATION                                                                     

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

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

     The right of the  Seller to  purchase  all the  assets of the Trust  Estate
pursuant to clause (i) of the  preceding  paragraph  are subject to Section 9.02
and conditioned upon the Pool Scheduled  Principal Balance of the Mortgage Loans
as of the  Final  Distribution  Date  being  less than the  amount  set forth in
Section 11.23. In the case of any purchase by the Seller pursuant to said clause
(i),  the Seller  shall  provide to the  Trustee the  certification  required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the  purchase  price,  release to the Seller  the Owner  Mortgage  Loan Files
pertaining to the Mortgage Loans being purchased.                               

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

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

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

Section 9.02.     Additional Termination Requirements.                          

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

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

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

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ARTICLE X                                                                       

MISCELLANEOUS PROVISIONS                                                        

Section 10.01.    Amendment.                                                    

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

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

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

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

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

         (b)  Notwithstanding  any  contrary  provision of this  Agreement,  the
Master Servicer may, from time to time,  amend Schedule I hereto with respect to
the Exhibit F-1 Mortgage Loans without the consent of any  Certificateholder  or
the Trustee;  provided,  however, (i) that such amendment does not conflict with
any provisions of Norwest Servicing  Agreement,  (ii) that the related Servicing
Agreement  provides for the  remittance  of each type of  Unscheduled  Principal
Receipts  received  by  Norwest  Mortgage  during  the  Applicable   Unscheduled
Principal  Receipt Period (as so amended) related to each  Distribution  Date to
the  Master  Servicer  no later  than the  24th day of the  month in which  such
Distribution  Date  occurs and (iii) that such  amendment  is for the purpose of
changing the  Applicable  Unscheduled  Principal  Receipt Period for Exhibit F-1
Mortgage  Loans to a Mid-Month  Receipt  Period with respect to all  Unscheduled
Principal Receipts.                                                             

     A copy of any  amendment  to Schedule I pursuant to this  Section  10.01(b)
shall be promptly forwarded to the Trustee.                                     

Section 10.02.    Recordation of Agreement.                                     

     This  Agreement (or an abstract  hereof,  if  acceptable to the  applicable
recording  office) is subject to recordation in all  appropriate  public offices
for real property records in all the towns or other comparable  jurisdictions in
which any or all of the  Mortgaged  Properties  are  situated,  and in any other
appropriate  public office or elsewhere,  such recordation to be effected by the
Master  Servicer and at its expense on  direction by the Trustee,  but only upon
direction  accompanied  by an  Opinion  of  Counsel  to  the  effect  that  such
recordation   materially   and   beneficially   affects  the  interests  of  the
Certificateholders.                                                             

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

Section 10.03.    Limitation on Rights of Certificateholders.                   

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

     Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder,  shall have any right to vote or
in any manner  otherwise  control  the  operation  and  management  of the Trust
Estate, or the obligations of the parties hereto,  nor shall anything herein set
forth,  or  contained  in the terms of the  Certificates,  be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this  Agreement  pursuant
to any provision hereof.                                                        

     No Certificateholder,  solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement,  unless such Holder  previously shall have given
to the Trustee a written notice of default and of the  continuance  thereof,  as
hereinbefore  provided,  and unless also the Holders of Certificates  evidencing
not less than 25% of the Voting Interest  represented by all Certificates  shall
have made written  request upon the Trustee to  institute  such action,  suit or
proceeding  in its own name as Trustee  hereunder  and shall have offered to the
Trustee such reasonable  indemnity as it may require against the cost,  expenses
and liabilities to be incurred therein or thereby,  and the Trustee, for 60 days
after its receipt of such  notice,  request and offer of  indemnity,  shall have
neglected or refused to institute any such action, suit or proceeding;  it being
understood   and   intended,    and   being   expressly   covenanted   by   each
Certificateholder  with every other  Certificateholder  and the Trustee, that no
one or more Holders of Certificates  shall have any right in any manner whatever
by virtue or by availing of any provision of this  Agreement to affect,  disturb
or prejudice the rights of the Holders of any other of such Certificates,  or to
obtain or seek to obtain  priority  over or preference to any other such Holder,
or to enforce  any right  under  this  Agreement,  except in the  manner  herein
provided and for the benefit of all  Certificateholders.  For the protection and
enforcement of the provisions of this Section, each and every  Certificateholder
and the Trustee  shall be entitled to such relief as can be given  either at law
or in equity.                                                                   

Section 10.04.    Governing Law; Jurisdiction.                                  

     This Agreement  shall be construed in accordance with the laws of the State
of  New  York  (without  regard  to  conflicts  of  laws  principles),  and  the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.                                                      

Section 10.05.    Notices.                                                      

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

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

Section 10.06.    Severability of Provisions.                                   

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

Section 10.07.    Special Notices to Rating Agencies.                           

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) reports prepared pursuant to Section 3.05; and

(ii) statements prepared pursuant to Section 4.04.

Section 10.08.    Covenant of Seller.                                           

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

Section 10.09.    Recharacterization.                                           

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

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ARTICLE XI                                                                      

TERMS FOR CERTIFICATES                                                          

Section 11.01.    Class A Fixed Pass-Through Rate.                              

The Class A Fixed Pass-Through Rate is 7.00% per annum.               

Section 11.02.    Cut-Off Date.                                                 

The Cut-Off Date for the Certificates is January 1, 1998.             

Section 11.03.    Cut-Off Date Aggregate Principal Balance.                     

The Cut-Off Date Aggregate Principal Balance is $494,865,451,36.      

Section 11.04.    Original Class A Percentage.                                  

The Original Class A Percentage is 95.49836890%                       

Section 11.05.    Original Class A Subclass Principal Balances.                 

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

                                                Original Class A
                   Class A Subclass                 Subclass Principal Balance
              Class A-1                          $386,566,125.00
              Class A-2                          $ 35,601,000.00
              Class A-3                          $ 50,250,000.00
              Class A-PO                         $    179,279.81
              Class A-R                          $        100.00

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

The Original Class A Non-PO Principal Balance is $472,417,225.00.     

Section 11.07.    Original Subordinated Percentage.                             

The Original Subordinated Percentage is 4.50163110%.                  

Section 11.08.    Original Class M Percentage.                                  

The Original Class M Percentage is 1.50034515%.                       

Section 11.09.    Original Class M Principal Balance.                           

The Original Class M Principal Balance is $7,422,000.00.              

Section 11.10.    Original Class M Fractional Interest.                         

The Original Class M Fractional Interest is 3.00128594%.              

Section 11.11.    Original Class B-1 Percentage.                                

The Original Class B-1 Percentage is 1.65054139%.                     

Section 11.12.    Original Class B-2 Percentage.                                

The Original Class B-2 Percentage is 0.55004570%.                     

Section 11.13.    Original Class B-3 Percentage.                                

The Original Class B-3 Percentage is 0.29998817%.                     

Section 11.14.    Original Class B-4 Percentage.                                

The Original Class B-4 Percentage is 0.25005753%.                     

Section 11.15.    Original Class B-5 Percentage.                                

The Original Class B-5 Percentage is 0.250665317%.                    

Section 11.16.    Original Class B Principal Balance.                           

The Original Class B Principal Balance is $14,846,946.55.             

Section 11.17.    Original Class B Subclass Principal Balances.                 

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

                                            Original Class B
               Class B Subclass             Subclass Principal Balance
         Class B-1                       $8,165,000.00
         Class B-2                       $2,721,000.00
         Class B-3                       $1,484,000.00
         Class B-4                       $1,237,000.00
         Class B-5                       $1,239,946.55

Section 11.18.    Original Class B-1 Fractional Interest.                       

The Original Class B-1 Fractional Interest is 1.35074455%.            

Section 11.19.    Original Class B-2 Fractional Interest.                       

The Original Class B-2 Fractional Interest is 0.80069886%.            

Section 11.20.    Original Class B-3 Fractional Interest.                       

The Original Class B-3 Fractional Interest is 0.50070169%.            

Section 11.21.    Original Class B-4 Fractional Interest.                       

The Original Class B-4 Fractional Interest is 0.25065316%.            

Section 11.22.    Closing Date.                                                 

The Closing Date is January 29, 1998.                                 

Section 11.23.    Right to Purchase.                                            

     The right of the Seller to purchase all of the Mortgage  Loans  pursuant to
Section  9.01 hereof  shall be  conditioned  upon the Pool  Scheduled  Principal
Balance of the Mortgage Loans being less than $49,486,545.14 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.             

Section 11.24.    Wire Transfer Eligibility.                                    

     With respect to the Class A  Certificates  (other than the Class A-4, Class
A-5 and  Class  A-R  Certificates),  the  Class M  Certificates  and the Class B
Certificates,  the  minimum  Denomination  eligible  for wire  transfer  on each
Distribution  Date is  $500,000.  With  respect  to the  Class A-4 and Class A-5
Certificates,  the  minimum  Denomination  eligible  for wire  transfer  on each
Distribution Date is 100% Percentage Interest.  The Class A-R Certificate is not
eligible for wire transfer.                                                     

Section 11.25.    Single Certificate.                                           

     A Single Certificate for each Subclass of Class A Certificates  (other than
the Class A-2, Class A-4, Class A-5 and Class A-R Certificates), the Class M and
the Class B  Certificates  (other  than the Class  B-3,  Class B-4 and Class B-5
Certificates)  represents a $100,000 Denomination.  A Single Certificate for the
Class A-2 Certificates  represents a $1,000  Denomination.  A Single Certificate
for the Class A-4 and Class A-5  Certificates  represents a Denomination of 100%
Percentage  Interest.  A  Single  Certificate  for  the  Class  A-R  Certificate
represents a $100  Denomination.  A Single  Certificate for the Class B-3, Class
B-4 and Class B-5 Certificates represents a $250,000 Denomination.              

Section 11.26.    Servicing Fee Rate.                                           

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

Section 11.27.    Master Servicing Fee Rate.                                    

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

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

        NORWEST ASSET SECURITIES CORPORATION
as Seller               

By:                         
Name:           
Title:          

    NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION                 
as Master Servicer      

By:                         
Name:           
Title:          

FIRST UNION NATIONAL BANK   
as Trustee              

By:                         
Name:           
Title:          

Attest:                                                                         
By:                                                                             
Name:                                                                           
Title:                                                                          

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

     On this 29th day of January,  1998,  before me, a notary  public in and for
the State of New York,  personally Patrick Greene,  known to me who, being by me
duly sworn, did depose and say that he resides at Frederick,  Maryland;  that he
is an  Assistant  Vice  President of Norwest  Asset  Securities  Corporation,  a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name  thereto by order of the Board of  Directors of said
corporation.                                                                    

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

[NOTARIAL SEAL]                                                                 

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

     On this 29th day of January,  1998,  before me, a notary  public in and for
the State of New York,  personally  appeared  Edward M. Frere,  Jr., known to me
who,  being by me duly sworn,  did depose and say that he resides at  Frederick,
Maryland;  that he is a Vice  President  of  Norwest  Bank  Minnesota,  National
Association,  a national banking  association,  one of the parties that executed
the  foregoing  instrument;  and that he signed his name thereto by order of the
Board of Directors of said corporation.                                         

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

[NOTARIAL SEAL]                                                                 

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STATE OF NORTH CAROLINA          )                                              
  ss.:
COUNTY OF                        )                                              

     On this ___th day of January,  1998,  before me, a notary public in and for
the State of North Carolina, personally appeared  ___________________,  known to
me who,  being by me duly  sworn,  did  depose  and say  that  s/he  resides  at
_________________,  North Carolina; that s/he is a ____________________ of First
Union National  Bank, a national  banking  association,  one of the parties that
executed the foregoing instrument;  and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.                            

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

[NOTARIAL SEAL]                                                                 

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STATE OF NORTH CAROLINA          )                                              
  ss.:
COUNTY OF                                   )                                   

     On this ___th day of January,  1998,  before me, a notary public in and for
the State of North Carolina, personally appeared _____________________, known to
me  who,  being  by me duly  sworn,  did  depose  and say  that  he  resides  at
__________________,  North Carolina; that he is a _____________________ of First
Union National  Bank, a national  banking  association,  one of the parties that
executed  the  foregoing  instrument;  and that s/he signed his name  thereto by
order of the Board of Directors of said corporation.                            

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

[NOTARIAL SEAL]                                                                 

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SCHEDULE I

 Norwest Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 1998-1 
 Applicable Unscheduled Principal Receipt Period

                                                                [Download Table]


                                       Full Unscheduled   Partial Unscheduled
Servicer                              Principal Receipts  Principal Receipts 

                                                                             
Norwest Mortgage, Inc. (Exhibit F-1)       Mid-Month           Mid-Month     
CMMC (Exhibit F-2)                         Mid-Month          Prior Month    


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A-1-4                                                                           

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

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

 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 1998-1 CLASS A-1

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

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

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

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

Certificate No.                     Cut-Off Date:   January 1, 1998             

CUSIP No.:                          First Distribution Date:  February 25, 1998 

Percentage Interest evidenced       Denomination: $                             
by this Certificate:  %                                                         

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     THIS CERTIFIES THAT  ___________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-1  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders  of  Class  A-1  Certificates  on such  Distribution  Date,  subject  to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-1 Certificates  applicable to each  Distribution  Date will be 7.00% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.                          

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

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

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

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

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

Dated:                                                                          

                          First Union National Bank,
           Trustee

                              By____________________________
                      Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 1998-1 CLASS A-2

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

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

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

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

Certificate No.                     Cut-Off Date:   January 1, 1998             

CUSIP No.:                          First Distribution Date:  February 25, 1998 

Percentage Interest evidenced       Denomination:  $                            
by this Certificate: %                                                          

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     THIS CERTIFIES THAT  ___________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-2  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer"),  and First Union  National  Bank, as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders  of  Class  A-2  Certificates  on such  Distribution  Date,  subject  to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-2 Certificates  applicable to each  Distribution  Date will be 7.00% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.                          

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

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

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

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

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

Dated:                                                                          

                  First Union National Bank,
   Trustee

                      By____________________________
              Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 1998-1 CLASS A-3

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

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

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

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

Certificate No.                    Cut-Off Date:   January 1, 1998              

CUSIP No.:                         First Distribution Date:  February 25, 1998  

Percentage Interest evidenced      Denomination:  $                             
by this Certificate: %                                                          

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     THIS CERTIFIES THAT  ___________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-3  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders  of  Class  A-3  Certificates  on such  Distribution  Date,  subject  to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first  Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-3 Certificates  applicable to each  Distribution  Date will be 7.00% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.                          

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

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

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

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

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

Dated:                                                                          

                      First Union National Bank,
       Trustee

                          By____________________________
                  Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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                                   A-4-4

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

 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 1998-1 CLASS A-4

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

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

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

Certificate No.                    Cut-Off Date:   January 1, 1998              

CUSIP No.:                         First Distribution Date:  February 25, 1998  

Percentage Interest evidenced                                                   
by this Certificate: %                                                          

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     THIS CERTIFIES THAT  ___________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-4  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders  of  Class  A-4  Certificates  on such  Distribution  Date,  subject  to
adjustment  in  certain  events as  specified  in the  Agreement.  The Class A-4
Certificates  will not be entitled  to  distributions  in respect of  principal.
Interest  will  accrue on the Class A-4  Certificates  during  each  month in an
amount  equal to the  product  of (A)  1/12th of (i) the  Weighted  Average  Net
Mortgage  Interest Rate of the Premium  Mortgage  Loans on the first day of such
month minus (ii) 7.00% and (B) the Class A-4  Notional  Amount as of the related
Distribution  Date. The amount of interest which accrues on this  Certificate in
any month  will be  subject  to  reduction  with  respect  to any  Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class A-4 Certificates, as described in the Agreement.                   

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

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

     This  Certificate  is issued on  January  29,  1998,  at an issue  price of
2.75603% of the initial Class A-4 Notional Amount,  including  accrued interest,
and a stated  redemption  price at maturity equal to all interest  distributions
hereon,  and is issued with original issue  discount  ("OID") for federal income
tax  purposes.  Assuming  (a) that  this  Certificate  pays in  accordance  with
projected  cash  flows  reflecting  the  prepayment  assumption  of 250% SPA (as
defined in the Prospectus  Supplement dated January 27, 1998 with respect to the
offering  of the  Class  A-1,  Class  A-2,  Class  A-3,  Class A-4 and Class A-R
Certificates,  the  Class  M  Certificates  and the  Class  B-1  and  Class  B-2
Certificates)  used to price this  Certificate and (b) that the interest rate at
which  distributions of interest on this Certificate  actually will be made will
be determined as though the pass-through rate on this Certificate  applicable to
the first Distribution Date will not change thereafter: (i) the amount of OID as
a  percentage  of  the  initial  Class  A-4  Notional  Amount  is  approximately
1.01264889%;  (ii) the annual yield to maturity of this Certificate,  compounded
monthly,  is  approximately  6.69%; and (iii) the amount of OID allocable to the
short  first  accrual  period  (January  29,  1998 to  February  25,  1998) as a
percentage of the initial Class A-4 Notional Amount,  calculated using the exact
method, is approximately 0.01331149%.                                           

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

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

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

Dated:                                                                          

          First Union National Bank,
Trustee     

              By____________________________
      Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

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

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 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 1998-1 CLASS A-5

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

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

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

Certificate No.                   Cut-Off Date:   January 1, 1998               

CUSIP No.:                        First Distribution Date:  February 25, 1998   

Percentage Interest evidenced                                                   
by this Certificate: %                                                          

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     THIS CERTIFIES THAT  ___________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders  of  Class  A-5  Certificates  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders  of  Class  A-5  Certificates  on such  Distribution  Date,  subject  to
adjustment  in  certain  events as  specified  in the  Agreement.  The Class A-5
Certificates  will not be entitled  to  distributions  in respect of  principal.
Interest  will  accrue on the Class A-5  Certificates  during  each  month in an
amount  equal to the  product  of (A)  1/12th of (i) the  Weighted  Average  Net
Mortgage  Interest Rate of the Premium  Mortgage  Loans on the first day of such
month minus (ii) 7.00% and (B) the Class A-5  Notional  Amount as of the related
Distribution  Date. The amount of interest which accrues on this  Certificate in
any month  will be  subject  to  reduction  with  respect  to any  Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class A-5 Certificates, as described in the Agreement.                   

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

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

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

     This  Certificate  is issued on  January  29,  1998,  at an issue  price of
2.12340% of the initial Class A-5 Notional Amount,  including  accrued interest,
and a stated  redemption  price at maturity equal to all interest  distributions
hereon,  and is issued with original issue  discount  ("OID") for federal income
tax  purposes.  Assuming  (a) that  this  Certificate  pays in  accordance  with
projected  cash  flows  reflecting  the  prepayment  assumption  of 250% SPA (as
defined in the Prospectus  Supplement dated January 27, 1998 with respect to the
offering  of the  Class  A-1,  Class  A-2,  Class  A-3,  Class A-4 and Class A-R
Certificates,  the  Class  M  Certificates  and the  Class  B-1  and  Class  B-2
Certificates)  used to price this  Certificate and (b) that the interest rate at
which  distributions of interest on this Certificate  actually will be made will
be determined as though the pass-through rate on this Certificate  applicable to
the first Distribution Date will not change thereafter: (i) the amount of OID as
a  percentage  of  the  initial  Class  A-5  Notional  Amount  is  approximately
1.64527688%;  (ii) the annual yield to maturity of this Certificate,  compounded
monthly,  is approximately  13.86%; and (iii) the amount of OID allocable to the
short  first  accrual  period  (January  29,  1998 to  February  25,  1998) as a
percentage of the initial Class A-5 Notional Amount,  calculated using the exact
method, is approximately 0.02123822%.                                           

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

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

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

Dated:                                                                          

                      First Union National Bank,
       Trustee

                          By____________________________
                  Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

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

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 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 1998-1, CLASS A-PO

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

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

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

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

Certificate No.                     Cut-Off Date:   January 1, 1998             

CUSIP No.:                          First Distribution Date:  February 25, 1998 

Percentage Interest evidenced       Denomination:  $                            
by this Certificate: %                                                          

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     THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the Holders of the Class A-PO  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

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

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

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

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

     This  Certificate  is issued on  January  29,  1998,  at an issue  price of
54.00000%  and a stated  redemption  price  at  maturity  equal  to its  initial
principal  balance,  and is issued  with  original  issue  discount  ("OID") for
federal income tax purposes.  Assuming that this  Certificate pays in accordance
with projected cash flows  reflecting the prepayment  assumption of 250% SPA (as
defined in the Prospectus  Supplement dated January 27, 1998 with respect to the
offering  of the  Class  A-1,  Class  A-2,  Class  A-3,  Class A-4 and Class A-R
Certificates,  the  Class  M  Certificates  and the  Class  B-1  and  Class  B-2
Certificates)  used  to  price  this  Certificate:  (i) the  amount  of OID as a
percentage of the initial principal balance of this Certificate is approximately
46.00000000%; (ii) the annual yield to maturity of this Certificate,  compounded
monthly,  is approximately  11.73%; and (iii) the amount of OID allocable to the
short  first  accrual  period  (January  29,  1998 to  February  25,  1998) as a
percentage  of the initial  principal  balance of this  Certificate,  calculated
using the exact method, is approximately 0.45700038%.                           

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

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

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

Dated:                                                                          

          First Union National Bank,
Trustee     

              By____________________________
      Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

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

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

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 MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-1, CLASS A-R

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

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

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

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

Certificate No.                    Cut-Off Date:   January 1, 1998              

CUSIP No.:                         First Distribution Date:  February 25, 1998  

Percentage Interest evidenced      Denomination:  $100.00                       
by this Certificate: 100%                                                       

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     THIS CERTIFIES THAT  __________________________  is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holder of the Class  A-R  Certificate  with  respect  to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations  (the  "Mortgage  Loans"),   formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest  evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-R Certificate  required to be distributed to
the Holders of the Class A-R Certificate on such Distribution  Date,  subject to
adjustment in certain  events as specified in the  Agreement.  Distributions  in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above.  Distributions
of principal will be allocated  among the Subclasses of Class A Certificates  in
accordance with the provisions of the Agreement.  The  pass-through  rate on the
Class A-R  Certificate  applicable to each  Distribution  Date will be 7.00% per
annum.  The amount of interest  which accrues on this  Certificate  in any month
will  be  subject  to  reduction  with  respect  to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.                           

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

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

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

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

Dated:                                                                          

                  First Union National Bank,
   Trustee

                      By____________________________
              Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

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

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 MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-1, CLASS B-1

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

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

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

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

Certificate No.                     Cut-Off Date:   January 1, 1998             

CUSIP No.:                          First Distribution Date:  February 25, 1998 

Percentage Interest evidenced       Denomination:  $                            
by this Certificate: %                                                          

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     THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-1  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates  and the Class M Certificates as specified in
the Agreement,  any Class B-1 Distribution  Amount required to be distributed to
Holders  of  Class  B-1  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-1 Certificates  applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-1 Certificates, as described in the Agreement.                          

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

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

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

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

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

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

Dated:                                                                          

                First Union National Bank,
 Trustee

                    By____________________________
            Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

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

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 MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-1, CLASS B-2

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

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

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

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

Certificate No.                    Cut-Off Date:   January 1, 1998              

CUSIP No.:                         First Distribution Date:  February 25, 1998  

Percentage Interest evidenced      Denomination:  $                             
by this Certificate: %                                                          

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     THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-2  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-2 Distribution  Amount required to be distributed to
Holders  of  Class  B-2  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-2 Certificates  applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-2 Certificates, as described in the Agreement.                          

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

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

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

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

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

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

Dated:                                                                          

                    First Union National Bank,
     Trustee

                        By____________________________
                Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

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

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

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 MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-1, CLASS B-3

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

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

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

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

Certificate No.                    Cut-Off Date:   January 1, 1998              

CUSIP No.:                         First Distribution Date:  February 25, 1998  

Percentage Interest evidenced      Denomination:  $                             
by this Certificate: %                                                          

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     THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-3  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-3 Distribution  Amount required to be distributed to
Holders  of  Class  B-3  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-3 Certificates  applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-3 Certificates, as described in the Agreement.                          

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

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

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

     This  Certificate  is issued on January  29,  1998,  and based on its issue
price of 91.16644%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  pass-through  rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the prepayment  assumption of
250% SPA (as defined in the  Prospectus  Supplement  dated January 27, 1998 with
respect to the offering of the Class A-1,  Class A-2,  Class A-3,  Class A-4 and
Class A-R Certificates, the Class M Certificates and the Class B-1 and Class B-2
Certificates)  used  to  price  this  Certificate:  (i) the  amount  of OID as a
percentage of the initial principal balance of this Certificate is approximately
8.91133333%;  (ii) the annual yield to maturity of this Certificate,  compounded
monthly,  is  approximately  8.29%; and (iii) the amount of OID allocable to the
short  first  accrual  period  (January  29,  1998 to  February  25,  1998) as a
percentage  of the initial  principal  balance of this  Certificate,  calculated
using the exact method, is approximately 0.03985641%.                           

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

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

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

Dated:                                                                          

                  First Union National Bank,
   Trustee

                      By____________________________
              Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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

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

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

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

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 MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-1, CLASS B-4

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

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

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

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

Certificate No.                      Cut-Off Date:   January 1, 1998            

CUSIP No.:                           First Distribution Date:  February 25, 1998

Percentage Interest evidenced        Denomination:  $                           
by this Certificate: %                                                          

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     THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-4  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-4 Distribution  Amount required to be distributed to
Holders  of  Class  B-4  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-4 Certificates  applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-4 Certificates, as described in the Agreement.                          

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

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

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.                             

     This  Certificate  is issued on January  29,  1998,  and based on its issue
price of 72.15244%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  pass-through  rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the prepayment  assumption of
250% SPA (as defined in the  Prospectus  Supplement  dated January 27, 1998 with
respect to the offering of the Class A-1,  Class A-2,  Class A-3,  Class A-4 and
Class A-R Certificates, the Class M Certificates and the Class B-1 and Class B-2
Certificates)  used  to  price  this  Certificate:  (i) the  amount  of OID as a
percentage of the initial principal balance of this Certificate is approximately
27.92533333%; (ii) the annual yield to maturity of this Certificate,  compounded
monthly,  is approximately  11.77%; and (iii) the amount of OID allocable to the
short  first  accrual  period  (January  29,  1998 to  February  25,  1998) as a
percentage  of the initial  principal  balance of this  Certificate,  calculated
using the exact method, is approximately 0.10741177%.                           

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.                                                                        

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any                                 
purpose.                                                                        

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     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.                                        

Dated:                                                                          

                                First Union National Bank,
                 Trustee

                                    By____________________________
                            Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT B-5
 [FORM OF FACE OF CLASS B-5 CERTIFICATE]

THIS   CERTIFICATE  IS   SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO  THE  CLASS  A
CERTIFICATES,  THE CLASS M CERTIFICATES,  THE CLASS B-1 CERTIFICATES,  THE CLASS
B-2  CERTIFICATES,  THE CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.            

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING  AGREEMENT  REFERRED
TO HEREIN.                                                                      

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."                                      

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 MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-1, CLASS B-5

 evidencing an interest in a pool of fixed
 interest rate, conventional, monthly pay,
 fully amortizing, first lien, one- to
 four-family residential mortgage loans, which may
 include loans secured by shares issued by
 cooperative housing corporations, sold by

NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.               

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.              

Certificate No.                     Cut-Off Date:   January 1, 1998             

CUSIP No.:                          First Distribution Date:  February 25, 1998 

Percentage Interest evidenced       Denomination:  $                            
by this Certificate: %                                                          

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     THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage  Interest evidenced by this Certificate in monthly  distributions
to the  Holders of the Class B-5  Certificates  with  respect to a Trust  Estate
consisting of a pool of fixed  interest rate,  conventional,  monthly pay, fully
amortizing,  first lien, one- to four-family  residential  mortgage  loans,  and
which may  include  loans  secured  by  shares  issued  by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates,  the Class M Certificates  and each Subclass
of Class B Certificates  bearing a lower  numerical  designation as specified in
the Agreement,  any Class B-5 Distribution  Amount required to be distributed to
Holders  of  Class  B-5  Certificates  on such  Distribution  Date,  subject  to
adjustment,  in certain events, as specified in the Agreement.  The pass-through
rate on the Class B-5 Certificates  applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction  with respect to any  Non-Supported  Interest
Shortfall and the interest  portion of certain  Realized Losses allocated to the
Class B-5 Certificates, as described in the Agreement.                          

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.                                                          

     No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a  transfer  is desired to be made by
the Holder hereof,  (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within  three  years from the later of (a) the date of initial  issuance of
the  Certificates  or (b) the last  date on which the  Seller  or any  affiliate
thereof was a Holder of the Certificates proposed to be transferred,  and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended,  the Trustee or the Seller may require the Holder to deliver an opinion
of counsel  acceptable to and in form and substance  satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis  therefor)  from or is being  made  pursuant  to the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state.  The Holder hereof desiring to effect such transfer shall,
and does  hereby  agree to,  indemnify  the  Trustee,  the  Seller,  the  Master
Servicer,  and any Paying  Agent  acting on behalf of the  Trustee  against  any
liability  that may  result if the  transfer  is not so exempt or is not made in
accordance  with  such  Federal  and state  laws.  In  connection  with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the  Agreement,  stating either (a) that the transferee is not a
Plan and is not  acting on  behalf  of a Plan or using  the  assets of a Plan to
effect  such  purchase  or (b) subject to certain  conditions  described  in the
Agreement,  that the source of funds used to  purchase  this  Certificate  is an
"insurance  company general  account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel  acceptable to and in form and substance  satisfactory  to
the Trustee and the Seller  with  respect to certain  matters and (b) such other
documentation as the Seller or the Master Servicer may require,  as described in
the Agreement.                                                                  

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.                             

     This  Certificate  is issued on January  29,  1998,  and based on its issue
price of 34.54444%, including accrued interest, and a stated redemption price at
maturity equal to its initial  principal  balance (plus four days of interest at
the  pass-through  rate hereon),  is issued with original issue discount ("OID")
for  federal  income  tax  purposes.  Assuming  that  this  Certificate  pays in
accordance  with  projected cash flows  reflecting the prepayment  assumption of
250% SPA (as defined in the  Prospectus  Supplement  dated January 27, 1998 with
respect to the offering of the Class A-1,  Class A-2,  Class A-3,  Class A-4 and
Class A-R Certificates, the Class M Certificates and the Class B-1 and Class B-2
Certificates)  used  to  price  this  Certificate:  (i) the  amount  of OID as a
percentage of the initial principal balance of this Certificate is approximately
65.53333333%; (ii) the annual yield to maturity of this Certificate,  compounded
monthly,  is approximately  26.09%; and (iii) the amount of OID allocable to the
short  first  accrual  period  (January  29,  1998 to  February  25,  1998) as a
percentage  of the initial  principal  balance of this  Certificate,  calculated
using the exact method, is approximately 0.14451493%.                           

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.                                                                        

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.                        

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     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.                                        

Dated:                                                                          

                          First Union National Bank,
           Trustee

                              By____________________________
                      Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT C

 [Form of Face of Class M Certificate]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.         

EXCEPT AS PROVIDED IN SECTION  5.02(C) OF THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN,  THIS  CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A  REPRESENTATION  LETTER  STATING  EITHER (A)
THAT  THE  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE  "CODE"),  OR A  GOVERNMENTAL  PLAN, AS DEFINED IN SECTION
3(32) OF  ERISA,  SUBJECT  TO ANY  FEDERAL,  STATE OR LOCAL  LAW  WHICH IS, TO A
MATERIAL  EXTENT,  SIMILAR  TO THE  FOREGOING  PROVISIONS  OF  ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B)  SUBJECT TO CERTAIN  CONDITIONS  SET FORTH IN THE  POOLING  AND
SERVICING AGREEMENT,  THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."                                      

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 MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-1, CLASS M

 evidencing an interest in a pool of fixed
 interest rate, conventional, monthly pay,
 fully amortizing, first lien, one- to
 four-family residential mortgage loans, which may
 include loans secured by shares issued by
 cooperative housing corporations, sold by

NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)

     THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,  AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,  THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.               

     DISTRIBUTIONS  IN REDUCTION OF THE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE
WILL BE MADE IN THE MANNER  DESCRIBED  IN THE POOLING AND  SERVICING  AGREEMENT.
ACCORDINGLY THE OUTSTANDING  PRINCIPAL  BALANCE OF THIS  CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.              

Certificate No.                    Cut-Off Date:   January 1, 1998              

CUSIP No.:                         First Distribution Date:  February 25, 1998  

Percentage Interest evidenced      Denomination:  $                             
by this Certificate: %                                                          

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     THIS CERTIFIES THAT _______________________________ is the registered owner
of  the   Percentage   Interest   evidenced  by  this   Certificate  in  monthly
distributions to the Holders of the Class M Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate,  conventional,  monthly pay,
fully amortizing,  first lien, one- to four-family  residential  mortgage loans,
and which may include  loans  secured by shares  issued by  cooperative  housing
corporations   (the  "Mortgage   Loans")  formed  by  Norwest  Asset  Securities
Corporation  (hereinafter called the "Seller", which term includes any successor
entity  under the  Agreement  referred to below).  The Trust  Estate was created
pursuant to a Pooling and Servicing  Agreement dated as of January 29, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota,  National Association, as
master  servicer  (the "Master  Servicer")  and First Union  National  Bank,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which  is  set  forth  hereinafter.  To  the  extent  not  defined  herein,  the
capitalized  terms used herein have the  meanings  ascribed to such terms in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.                                                                

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately  following (the  "Distribution  Date"),  commencing on the first
Distribution  Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last  Business  Day of the month
preceding the month of such  distribution,  in an amount equal to the product of
the Percentage  Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates  as specified in the  Agreement,  any Class M
Distribution   Amount   required  to  be  distributed  to  Holders  of  Class  M
Certificates  on such  Distribution  Date,  subject  to  adjustment,  in certain
events, as specified in the Agreement.  The Class M Pass-Through Rate applicable
to each  Distribution Date will be 7.00% per annum. The amount of interest which
accrues on this  Certificate  in any month will be  subject  to  reduction  with
respect to any  Non-Supported  Interest  Shortfall  and the interest  portion of
certain Realized Losses  allocated to the Class M Certificates,  as described in
the Agreement.                                                                  

     Distributions  on this  Certificate  will be made on behalf of the  Trustee
either by the  Master  Servicer  or by a Paying  Agent  appointed  by the Master
Servicer by check mailed to the address of the Person entitled thereto,  as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately  available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master  Servicer  pursuant to the Pooling and Servicing  Agreement that such
payments  are to be  made by  wire  transfer  of  immediately  available  funds.
Notwithstanding  the above, the final distribution in reduction of the principal
balance of this  Certificate  will be made after due notice of the  pendency  of
such  distribution and only upon  presentation and surrender of this Certificate
at the office or agency  specified by the Trustee for that purpose in the notice
of final distribution.                                                          

     No transfer of a Class M Certificate  will be made unless the Holder hereof
desiring  to  make  any  such  transfer  shall  deliver  to  the  Trustee  (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the  transferee  is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect  such  purchase  or (b)  subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this  Certificate  is an "insurance  company  general  account," or (ii) if such
transferee  is a Plan,  (a) an opinion of counsel  acceptable to and in form and
substance  satisfactory  to the Trustee  and the Seller with  respect to certain
matters and (b) such other  documentation  as the Seller or the Master  Servicer
may require, as described in the Agreement.                                     

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.                             

     This  Certificate  constitutes  a  "regular  interest"  in a  "real  estate
mortgage  investment  conduit" as those terms are defined in Section  860G(a)(1)
and  Section  860D,  respectively,  of the  Internal  Revenue  Code of 1986,  as
amended.                                                                        

     Unless this Certificate has been  countersigned by an authorized officer of
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.                        

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     IN WITNESS  WHEREOF,  the Trustee has caused  this  Certificate  to be duly
executed as of the date set forth below.                                        

Dated:                                                                          

                            First Union National Bank,
             Trustee

                                By____________________________
                        Authorized Officer

Countersigned:                                                                  

First Union National Bank,                                                      
Trustee                                                                     

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT D

 [Form of Reverse of Series 1998-1 Certificates]

NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 1998-1

     This Certificate is one of a duly authorized  issue of Certificates  issued
in  several   Classes  and  Subclasses   designated  as  Mortgage   Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").                                                                

     The Certificates are limited in right of payment to certain collections and
recoveries  respecting the Mortgage Loans,  all as more  specifically  set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer,  the Master Servicer or the Trustee,  such advances
are  reimbursable  to such Servicer,  the Master  Servicer or the Trustee to the
extent provided in the Agreement,  from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.    

     As provided in the  Agreement,  withdrawals  from the  Certificate  Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than  distributions to  Certificateholders,
such purposes including  reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable,  of advances made by such Servicer,  the Master Servicer
or the Trustee.                                                                 

     The  Agreement  permits,  with certain  exceptions  therein  provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Seller,  the  Master  Servicer,  and  the  Trustee  and the  rights  of the
Certificateholders  under the  Agreement  at any time by the Seller,  the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the  aggregate  not less than 66 2/3% of the Voting  Interests of
each Class or Subclass of Certificates affected thereby. Any such consent by the
Holder of this  Certificate  shall be conclusive  and binding on such Holder and
upon all future holders of this  Certificate and of any Certificate  issued upon
the  transfer  hereof or in  exchange  hereof or in lieu  hereof  whether or not
notation  of such  consent  is made upon the  Certificate.  The  Agreement  also
permits the amendment  thereof in certain  circumstances  without the consent of
the Holders of any of the Certificates.                                         

     As provided in the Agreement and subject to certain limitations therein set
forth,  the  transfer of this  Certificate  is  registrable  in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
office or agency  appointed by the Trustee,  duly endorsed by, or accompanied by
an assignment in the form below or other written  instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar,  duly executed by the
Holder  hereof  or such  Holder's  attorney  duly  authorized  in  writing,  and
thereupon one or more new  Certificates of authorized  Denominations  evidencing
the same Class and Subclass and aggregate  Percentage Interest will be issued to
the designated transferee or transferees.                                       

     The  Certificates  are issuable  only as  registered  Certificates  without
coupons in Classes and Denominations  specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage  Interest,  as requested by the
Holder surrendering the same.                                                   

     No service  charge  will be made for any such  registration  of transfer or
exchange,  but the Trustee or the Certificate Registrar may require payment of a
sum  sufficient  to  cover  any tax or  other  governmental  charge  payable  in
connection therewith.                                                           

     The Seller, the Master Servicer, the Trustee and the Certificate Registrar,
and any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar,  may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,  and neither the Seller, the Master Servicer,
the Trustee,  the Certificate  Registrar nor any such agent shall be affected by
notice to the contrary.                                                         

     The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created  thereby shall  terminate upon the last action required
to be taken by the  Trustee  on the  Final  Distribution  Date  pursuant  to the
Agreement  following  the  earlier of (i) the payment or other  liquidation  (or
advance with respect  thereto) of the last Mortgage Loan subject  thereto or the
disposition  of all  property  acquired  upon  foreclosure  or  deed  in lieu of
foreclosure  of any Mortgage  Loan, and (ii) the purchase by the Seller from the
Trust  Estate of all  remaining  Mortgage  Loans and all  property  acquired  in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event  continue  beyond the expiration of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United  States to the Court of St. James,  living on the date of the  Agreement.
The  Agreement  permits,  but does not  require,  the  Seller  to  purchase  all
remaining  Mortgage  Loans and all property  acquired in respect of any Mortgage
Loan at a price  determined as provided in the  Agreement.  The exercise of such
option will effect early retirement of the  Certificates,  the Seller's right to
exercise such option being subject to the Pool  Scheduled  Principal  Balance of
the Mortgage Loans as of the  Distribution  Date upon which the proceeds of such
repurchase  are  distributed  being less than ten  percent of the  Cut-Off  Date
Aggregate Principal Balance.                                                    

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ASSIGNMENT

FOR VALUE RECEIVED,  the undersigned  hereby sell(s),  assign(s) and transfer(s)
unto                                                                            

--------------------------------------------------------------------------------
(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee)                                                                       

the  beneficial   interest   evidenced  by  the  within  Mortgage   Pass-Through
Certificate and hereby  authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.                    

     I (We) further direct the Certificate  Registrar to issue a new Certificate
of a like  Denomination  or  Percentage  Interest and Class or Subclass,  to the
above named assignee and deliver such Certificate to the following address:     

Social Security or other Identifying Number of Assignee:                        
                                                        --------------------

Dated:                                                                          

           -----------------------------------
             Signature by or on behalf of assignor

           -----------------------------------
Signature Guaranteed    

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 DISTRIBUTION INSTRUCTIONS

                  The  assignee  should  include the  following  for purposes of
distribution:                                                                   

     Distributions  shall  be made,  if the  assignee  is  eligible  to  receive
distributions in immediately available funds, by wire transfer or otherwise,  in
immediately                  available                  funds                 to
_________________________________________________________________     for    the
account  of   _______________________________________________   account   number
_____________,        or,       if        mailed       by       check,        to
_______________________________________________________.  Applicable  statements
should          be           mailed          to           ______________________
________________________________________________________________.               

     This information is provided by ______________________,  the assignee named
above, or ___________________________________, as its agent.                    

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 EXHIBIT E

 CUSTODIAL AGREEMENT

     THIS CUSTODIAL  AGREEMENT (as amended and  supplemented  from time to time,
the "Agreement"),  dated as of _____________,  by and among FIRST UNION NATIONAL
BANK, not  individually,  but solely as Trustee  (including its successors under
the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST ASSET
SECURITIES  CORPORATION (together with any successor in interest, the "Seller"),
NORWEST BANK  MINNESOTA,  NATIONAL  ASSOCIATION  (together with any successor in
interest or  successor  under the Pooling and  Servicing  Agreement  referred to
below, the "Master Servicer") and ___________________________ (together with any
successor in interest or any successor appointed hereunder, the "Custodian").   

  W I T N E S S E T H  T H A T

     WHEREAS,  the Seller,  the Master Servicer,  and the Trustee,  have entered
into a Pooling and Servicing  Agreement dated as of January 29, 1998 relating to
the issuance of Mortgage Pass-Through Certificates,  Series 1998-1 (as in effect
on the date of this Agreement,  the "Original Pooling and Servicing  Agreement",
and as amended and  supplemented  from time to time,  the "Pooling and Servicing
Agreement"); and                                                                

     WHEREAS,  the  Custodian has agreed to act as agent for the Trustee for the
purposes  of  receiving  and holding  certain  documents  and other  instruments
delivered by the Seller under the Pooling and Servicing Agreement,  all upon the
terms and conditions and subject to the limitations hereinafter set forth;      

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  hereinafter  set forth,  the  Trustee,  the Seller,  the Master
Servicer and the Custodian hereby agree as follows:                             

 ARTICLE I

 Definitions

     Capitalized  terms used in this Agreement and not defined herein shall have
the meanings  assigned in the Original Pooling and Servicing  Agreement,  unless
otherwise required by the context herein.                                       

ARTICLE II

 Custody of Mortgage Documents

     Section 2.1. Custodian to Act as Agent;  Acceptance of Custodial Files. The
Custodian,  as the duly  appointed  agent of the  Trustee  for  these  purposes,
acknowledges  receipt of the Mortgage Notes, the Mortgages,  the assignments and
other  documents  relating to the  Mortgage  Loans  identified  on the  schedule
attached  hereto and declares that it holds and will hold such  Mortgage  Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee  subsequent to the date hereof (the "Custodial  Files") as agent for
the  Trustee,  in trust,  for the use and  benefit  of all  present  and  future
Certificateholders.                                                             

     Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trustee of Mortgage Notes and related  Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the  appropriate  public office
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such  assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.                             

     Section 2.3.  Review of Custodial  Files.  The  Custodian  agrees,  for the
benefit of  Certificateholders,  to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement,  each Custodial File. If in
performing  the review  required  by this  Section 2.3 the  Custodian  finds any
document or documents  constituting  a part of a Custodial File to be missing or
defective in any material  respect,  the Custodian  shall promptly so notify the
Seller, the Master Servicer and the Trustee.                                    

     Section 2.4.  Notification of Breaches of  Representations  and Warranties.
Upon  discovery by the Custodian of a breach of any  representation  or warranty
made by the  Seller  or the  Master  Servicer  as set forth in the  Pooling  and
Servicing  Agreement,  the  Custodian  shall give prompt  written  notice to the
Seller, the Master Servicer and the Trustee.                                    

     Section 2.5.  Custodian to Cooperate;  Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification  that  payment in full will be escrowed in a manner  customary  for
such purposes,  the Master Servicer shall immediately  notify the Custodian by a
certification  (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate  Account pursuant to Section 3.02 of
the Pooling and  Servicing  Agreement  have been or will be so  deposited)  of a
Servicing  Officer and shall request  delivery to it of the Custodial  File. The
Custodian agrees,  upon receipt of such  certification and request,  promptly to
release the related Custodial File to the Master Servicer.                      

     From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master  Servicer shall deliver to the Custodian a certificate
of a Servicing  Officer  requesting  that  possession  of all,  or any  document
constituting  part of, the Custodial File be released to the Master Servicer and
certifying  as to the reason for such  release  and that such  release  will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such  certificate,  the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the  foregoing,  the  Custodian  shall  deliver  the  Custodial  File or such
document to the Master Servicer.  The Master Servicer shall cause each Custodial
File or any document  therein so released to be returned to the  Custodian  when
the need  therefor  by the  Master  Servicer  no longer  exists,  unless (i) the
Mortgage Loan has been liquidated and the Liquidation  Proceeds  relating to the
Mortgage  Loan have been  deposited  in the  Certificate  Account  to the extent
required by the Pooling and Servicing  Agreement or (ii) the  Custodial  File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially  or  non-judicially,  and the Master  Servicer  has  delivered to the
Custodian a  certificate  of a Servicing  Officer  certifying as to the name and
address  of the  Person  to which  such  Custodial  File or such  document  were
delivered  and the  purpose or purposes  of such  delivery.  In the event of the
liquidation of a Mortgage  Loan,  the Custodian  shall deliver such receipt with
respect thereto to the Master  Servicer upon deposit of the related  Liquidation
Proceeds in the  Certificate  Account to the extent  required by the Pooling and
Servicing Agreement.                                                            

     Section  2.6.  Assumption  Agreements.  In the  event  that any  assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage  Loan subject to this  Agreement in  accordance  with the terms and
provisions of the Pooling and Servicing  Agreement,  the Master  Servicer  shall
notify the Custodian  that such  assumption or  substitution  agreement has been
completed by  forwarding  to the  Custodian  the original of such  assumption or
substitution agreement,  which copy shall be added to the related Custodial File
and, for all purposes,  shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.  

 ARTICLE III

Concerning the Custodian

     Section 3.1.  Custodian a Bailee and Agent of the Trustee.  With respect to
each Mortgage Note,  Mortgage and other  documents  constituting  each Custodian
File which are  delivered to the  Custodian,  the Custodian is  exclusively  the
bailee  and agent of the  Trustee,  holds  such  documents  for the  benefit  of
Certificateholders and undertakes to perform such duties and only such duties as
are  specifically  set forth in this Agreement.  Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document  constituting  a part of a  Custodial  File shall be  delivered  by the
Custodian to the Seller or the Master  Servicer or otherwise  released  from the
possession of the Custodian.                                                    

     Section 3.2.  Indemnification.  The Seller  hereby  agrees to indemnify and
hold the Custodian  harmless from and against all claims,  liabilities,  losses,
actions,  suits or proceedings at law or in equity, or any other expenses,  fees
or charges of any  character or nature,  which the  Custodian  may incur or with
which the  Custodian  may be  threatened  by reasons of its acting as  custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses,  including  attorney's  fees if counsel for the Custodian has been
approved  by the  Seller,  and  the  cost  of  defending  any  action,  suit  or
proceedings  or  resisting  any  claim.  Notwithstanding  the  foregoing,  it is
specifically  understood and agreed that in the event any such claim, liability,
loss,  action,  suit or proceeding or other expense,  fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct  on the part of the  Custodian,  or which shall  constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.                                                                

     Section  3.3.  Custodian  May  Own  Certificates.   The  Custodian  in  its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.                    

     Section 3.4.  Master  Servicer to Pay  Custodian's  Fees and Expenses.  The
Master Servicer  covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and  performance  of any of the powers and duties
hereunder of the  Custodian,  and the Master  Servicer will pay or reimburse the
Custodian  upon its  request  for all  reasonable  expenses,  disbursements  and
advances  incurred  or made  by the  Custodian  in  accordance  with  any of the
provisions of this  Agreement  (including the  reasonable  compensation  and the
expenses and  disbursements  of its counsel and of all persons not  regularly in
its employ), except any such expense,  disbursement or advance as may arise from
its negligence or bad faith.                                                    

     Section  3.5.  Custodian  May  Resign;  Trustee May Remove  Custodian.  The
Custodian may resign from the  obligations  and duties hereby imposed upon it as
such  obligations  and duties  relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation,  the Trustee shall either take
custody of the  Custodial  Files  itself and give prompt  notice  thereof to the
Seller,  the Master  Servicer and the Custodian or promptly  appoint a successor
Custodian by written  instrument,  in  duplicate,  one copy of which  instrument
shall be  delivered to the  resigning  Custodian  and one copy to the  successor
Custodian.  If the Trustee shall not have taken  custody of the Custodial  Files
and no  successor  Custodian  shall  have been so  appointed  and have  accepted
resignation,  the  resigning  Custodian  may  petition  any  court of  competent
jurisdiction for the appointment of a successor Custodian.                      

     The  Trustee  may remove the  Custodian  at any time.  In such  event,  the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian  hereunder.  Any successor Custodian shall be a depository
institution  subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.   

     Any  resignation or removal of the Custodian and appointment of a successor
Custodian  pursuant to any of the  provisions  of this  Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall  give  prompt  notice  to  the  Seller  and  the  Master  Servicer  of the
appointment of any successor  Custodian.  No successor Custodian shall have been
appointed and accepted  appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.                                             

     Section 3.6. Merger or  Consolidation  of Custodian.  Any Person into which
the Custodian  may be merged or converted or with which it may be  consolidated,
or any Person  resulting from any merger,  conversion or  consolidation to which
the Custodian shall be a party, or any Person  succeeding to the business of the
Custodian,  shall be the  successor  of the  Custodian  hereunder,  without  the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.                

     Section  3.7.  Representations  of  the  Custodian.  The  Custodian  hereby
represents  that  it is a  depository  institution  subject  to  supervision  or
examination by a federal or state authority,  has a combined capital and surplus
of at least  $10,000,000 and is qualified to do business in the  jurisdiction in
which it will hold any Custodian File.                                          

ARTICLE IV

Miscellaneous Provisions

     Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or  document  delivered  hereunder  shall be in writing  and,  unless  otherwise
specifically provided, may be delivered personally,  by telegram or telex, or by
registered or certified mail, postage prepaid,  return receipt requested, at the
addresses  specified  on  the  signature  page  hereof  (unless  changed  by the
particular  party whose address is stated herein by similar  notice in writing),
in which case the notice will be deemed delivered when received.                

     Section 4.2.  Amendments.  No modification or amendment of or supplement to
this  Agreement  shall be valid or  effective  unless the same is in writing and
signed by all parties  hereto,  and neither the Seller,  the Master Servicer nor
the Trustee  shall enter into any  amendment  hereof  except as permitted by the
Pooling and  Servicing  Agreement.  The Trustee  shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing  Agreement
and furnish the Custodian with written copies thereof.                          

     Section 4.3.  Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be  construed  and enforced in
accordance with and governed by the                                             
laws of the State of New York.                                                  

     Section  4.4.  Recordation  of  Agreement.   To  the  extent  permitted  by
applicable  law, this  Agreement is subject to  recordation  in all  appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated,  and in any other  appropriate  public  recording office or elsewhere,
such  recordation  to be effected by the Master  Servicer  and at its expense on
direction by the Trustee,  but only upon direction  accompanied by an Opinion of
Counsel to the effect that such recordation  materially and beneficially affects
the interests of the Certificateholders.                                        

     For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes,  this Agreement may be executed  simultaneously
in any number of counterparts,  each of which counterparts shall be deemed to be
an  original,  and  such  counterparts  shall  constitute  but one and the  same
instrument.                                                                     

     Section  4.5.  Severability  of  Provisions.  If  any  one or  more  of the
covenants,  agreements,  provisions or terms of this Agreement  shall be for any
reason whatsoever held invalid, then such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.                                           

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     IN WITNESS  WHEREOF,  this Agreement is executed as of the date first above
written.                                                                        

Address:                                 FIRST UNION NATIONAL BANK              

230 South Tryon Street                   By:                                    
Charlotte, North Carolina,  28288        Name:                                  
        Title:

Address:                                 NORWEST ASSET SECURITIES               
             CORPORATION
7485 New Horizon Way                                                            
Frederick, Maryland  21703               By:                                    
       Name:
        Title:

Address:                                 NORWEST BANK MINNESOTA, NATIONAL       
                   ASSOCIATION
7485 New Horizon Way                                                            
Frederick, Maryland  21703               By:                                    
       Name:
        Title:

Address:                                 [CUSTODIAN]                            

     By:
       Name:
        Title:

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STATE OF                            )                                           
:  ss.: 
COUNTY OF                           )                                           

     On this ____ day of _________,  19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being   by  me  duly   sworn,   did   depose   and  say  that  he   resides   at
__________________________;   that  he  is  the   __________  of  Norwest  Asset
Securities Corporation a Delaware corporation,  one of the parties that executed
the  foregoing  instrument;  and that he signed his name thereto by order of the
Board of Directors of said corporation.                                         

Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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STATE OF                            )                                           
:  ss.: 
COUNTY OF                           )                                           

     On this ____ day of _________,  19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being   by  me  duly   sworn,   did   depose   and  say  that  he   resides   at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National  Association,  a national banking association,  one of the parties that
executed the foregoing instrument;  and that he signed his name thereto by order
of the Board of Directors of said corporation.                                  

Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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STATE OF                            )                                           
:  ss.: 
COUNTY OF                           )                                           

     On this ___ day of ________,  19__,  before me, a notary  public in and for
the State of ____________, personally appeared __________ _________, known to me
who,  being  by  me  duly  sworn,   did  depose  and  say  that  he  resides  at
__________________________;  that he is the  ____________________ of First Union
National Bank, a national banking association,  one of the parties that executed
the  foregoing  instrument;  and that he signed his name thereto by order of the
Board of Directors of said association.                                         

Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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STATE OF                            )                                           
:  ss.: 
COUNTY OF                           )                                           

     On this ____ day of  ________,  19 , before me, a notary  public in and for
the State of __________,  personally appeared __________ __________, known to me
who,  being  by  me  duly  sworn,   did  depose  and  say  that  he  resides  at
__________________________;   that   he  is   the   _______________________   of
______________________,  a  _________________________,  one of the parties  that
executed the foregoing instrument;  and that he signed his name thereto by order
of the Board of Directors of said association.                                  

Notary Public                                                                   

[NOTARIAL SEAL]                                                               

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 EXHIBIT F-1

No DesMoines Serviced Loans 

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 EXHIBIT F-2

NASCOR                                                                          
NMI / 1998-01  Exhibit F-2                                                      
20 & 30 YEAR FIXED RATE NON RELOCATION LOANS                                    

                                                        [Enlarge/Download Table]


                                                                       NET                                  
MORTGAGE                                                  MORTGAGE  MORTGAGE   CURRENT   ORIGINAL  SCHEDULED
LOAN                                      ZIP   PROPERTY  INTEREST  INTEREST   MONTHLY   TERM TO   MATURITY 
NUMBER             CITY           STATE  CODE     TYPE      RATE      RATE     PAYMENT   MATURITY    DATE   
------             ----           -----  ----     ----      ----      ----     -------   --------    ----   
                                                                                                            
4673920   TUCSON                 AZ      85743    SFD      7.875      7.140     $334.62    360     1-Nov-27 
4673924   BOULDER CITY           NV      89005    SFD      7.750      7.111   $2,171.80    360     1-Nov-27 
4673932   CASTLE ROCK            CO      80104    SFD      7.625      7.083   $2,545.48    240     1-Nov-17 
4673941   BOCA RATON             FL      33496    SFD      7.875      7.140   $1,993.84    360     1-Sep-27 
4673949   FALLSTON               MD      21047    SFD      7.250      6.984   $1,637.22    360     1-Sep-27 
4673951   MILL VALLEY            CA      94941    SFD      7.125      6.859   $5,558.18    360     1-Sep-27 
4673955   LAKE OZARK             MO      65049    SFD      7.375      7.025   $3,729.65    360     1-Sep-27 
4673958   CRANBERRY TOWNSHIP     PA      16066    SFD      7.250      6.984   $1,875.98    360     1-Sep-27 
4673964   DOWNINGTOWN            PA      19335    SFD      7.250      6.984   $1,705.44    360     1-Oct-27 
4673966   PHOENIXVILLE           PA      19460    SFD      7.875      7.140   $2,694.36    360     1-Nov-27 
4673971   PHILADELPHIA           PA      19118    SFD      8.250      7.226   $3,474.98    360     1-Nov-27 
4673973   BLUE BELL              PA      19422    SFD      7.375      7.025   $2,029.89    360     1-Nov-27 
4673978   AUDOBON                PA      19403    SFD      7.125      6.859   $2,017.79    360     1-Nov-27 
4673980   BALA CYNWYD            PA      19004    SFD      7.375      7.025   $1,936.65    360     1-Nov-27 
4673996   LANGHORNE              PA      19047    PUD      8.000      7.169   $1,284.82    360     1-Nov-27 
4674003   WEST GROVE             PA      19390    SFD      7.250      6.984   $1,611.31    360     1-Nov-27 
4674004   CHADDS FORD            PA      19317    SFD      7.125      6.859   $2,775.72    360     1-Nov-27 
4674007   CAREFREE               AZ      85377    SFD      8.250      7.226   $7,512.29    360     1-Nov-27 
4674012   SCOTTSDALE             AZ      85258    SFD      7.875      7.140   $1,903.31    360     1-Nov-27 
4674015   PHOENIX                AZ      85018    SFD      7.750      7.111   $1,647.75    360     1-Nov-27 
4674023   NEWPORT COAST AREA     CA      92657    LCO      7.875      7.140   $3,457.13    360     1-Nov-27 
4674026   LOS ANGELES            CA      90068    SFD      7.875      7.140   $2,523.24    360     1-Nov-27 
4674032   LOS ANGELES            CA      91604    SFD      7.750      7.111   $3,238.18    360     1-Nov-27 
4674033   ORANGE                 CA      92869    SFD      7.750      7.111   $1,799.99    360     1-Nov-27 
4674037   SANTA ANA AREA         CA      92705    SFD      7.875      7.140   $5,750.53    360     1-Nov-27 
4674039   ORANGE                 CA      92669    SFD      7.875      7.140   $2,047.60    360     1-Oct-27 
4674046   PASADENA               CA      91104    SFD      7.875      7.140   $2,428.98    360     1-Sep-27 
4674048   REDONDO BEACH          CA      90277    SFD      7.500      7.054   $1,748.04    360     1-Oct-27 
4674057   ARCADIA                CA      91006    SFD      7.875      7.140   $2,900.28    360     1-Nov-27 
4674058   LOS ANGELES            CA      90066    SFD      7.500      7.054   $1,929.83    360     1-Nov-27 
4674060   SOUTH PASADENA         CA      91030    SFD      7.750      7.111   $1,826.85    360     1-Nov-27 
4674062   PACIFIC PALISADES      CA      90272    SFD      8.000      7.169   $4,677.75    360     1-Nov-27 
4674063   LOS ANGELES            CA      91602    SFD      7.250      6.984   $1,609.94    360     1-Sep-27 
4674064   LOS ANGELES            CA      91604    SFD      8.000      7.169   $1,621.62    360     1-Oct-27 
4674067   BEVERLY HILLS AREA     CA      90210    SFD      7.750      7.111   $3,295.50    360     1-Oct-27 
4674069   LOS ANGELES            CA      90077    SFD      7.875      7.140   $4,495.43    360     1-Nov-27 
4674070   VENICE                 CA      90291    SFD      8.000      7.169   $1,100.65    360     1-Oct-27 
4674074   ROLLING HILLS ESTATES  CA      90274    SFD      7.500      7.054   $3,006.62    360     1-Nov-27 
4674075   YORBA LINDA            CA      92887    SFD      7.625      7.083   $3,580.02    360     1-Nov-27 
4674076   IRVINE                 CA      92614    SFD      7.500      7.054   $2,482.21    360     1-Sep-27 
4674078   LAGUNA HILLS           CA      92653    SFD      7.875      7.140   $2,262.22    360     1-Nov-27 
4674095   SAN JUAN CAPISTRANO    CA      92675    SFD      8.125      7.198   $4,454.98    360     1-Oct-27 
4674100   LAGUNA NIGUEL          CA      92677    SFD      7.625      7.083   $2,753.32    360     1-Nov-27 
4674103   PALM DESERT            CA      92211    SFD      7.750      7.111   $2,005.95    360     1-Nov-27 
4674106   PALM DESERT            CA      92211    SFD      7.750      7.111   $1,719.39    360     1-Oct-27 
4674110   RANCHO MIRAGE          CA      92270    SFD      7.375      7.025   $4,489.39    360     1-Nov-27 
4674114   SAN DIEGO              CA      92121    PUD      7.250      6.984   $1,709.53    360     1-Sep-27 
4674117   ENCINTAS               CA      92024    SFD      7.750      7.111   $1,705.06    360     1-Nov-27 
4674119   ENCINITAS              CA      92024    SFD      7.625      7.083   $1,727.02    360     1-Nov-27 
4674126   SAN DIEGO              CA      92121    SFD      7.125      6.859   $1,702.49    360     1-Nov-27 
4674127   LOS ANGELES            CA      91604    SFD      7.625      7.083   $1,748.25    360     1-Nov-27 
4674128   CARLSBAD               CA      92009    SFD      7.875      7.140   $1,700.29    360     1-Nov-27 
4674129   DEL MAR                CA      92014    LCO      7.500      7.054   $3,216.39    360     1-Nov-27 
4674130   SAN DIEGO              CA      92107    SFD      7.250      6.984    $946.52     360     1-Nov-27 
4674131   PLAYA DEL REY          CA      90293    SFD      7.625      7.083   $1,960.59    360     1-Nov-27 
4674135   THOUSAND OAKS          CA      91320    SFD      7.375      7.025   $1,639.66    360     1-Nov-27 
4674137   AGOURA HILLS           CA      91301    SFD      7.875      7.140   $2,885.78    360     1-Nov-27 
4674142   BOULDER CITY           NV      89005    SFD      8.000      7.169   $2,197.26    360     1-Nov-27 
4674143   ORLANDO                FL      32826    THS      8.250      7.226    $289.24     360     1-Nov-27 
4674144   MIAMI                  FL      33176    SFD      7.750      7.111   $1,791.03    360     1-Nov-27 
4674150   FT LAUDERDALE          FL      33308    SFD      7.875      7.140   $2,117.20    360     1-Oct-27 
4674152   DENVER                 CO      80207    SFD      7.500      7.054   $1,817.61    360     1-Nov-27 
4674153   BOCA RATON             FL      33486    SFD      7.750      7.111   $3,188.03    360     1-Nov-27 
4674157   WEST PALM BEACH        FL      33412    SFD      8.000      7.169   $2,274.67    360     1-Nov-27 
4674161   DAVIE                  FL      33330    SFD      7.875      7.140   $2,011.89    360     1-Nov-27 
4674166   MIAMI                  FL      33176    SFD      7.875      7.140   $2,615.69    360     1-Nov-27 
4674168   PALM BEACH             FL      33480    SFD      8.000      7.169   $1,467.53    360     1-Nov-27 
4674171   MEAD                   CO      80542    SFD      7.625      7.083   $2,095.07    360     1-Nov-27 
4674173   PEMBROKE PINES         FL      33027    SFD      7.875      7.140   $1,812.67    360     1-Aug-27 
4674177   CORAL GABLES           FL      33146    SFD      7.500      7.054   $1,957.80    360     1-Nov-27 
4674181   ALAMEDA                CA      94501    SFD      7.625      7.083   $1,868.58    360     1-Nov-27 
4674182   TAVERNIER              FL      33070    SFD      7.875      7.140   $1,629.96    360     1-Nov-27 
4674185   MIAMI                  FL      33156    SFD      8.250      7.226   $2,103.55    360     1-Nov-27 
4674186   COCOA BEACH            FL      32931    SFD      7.625      7.083   $1,500.52    360     1-Nov-27 
4674187   SAN FRANCISCO          CA      94132    LCO      7.750      7.111   $1,826.85    360     1-Nov-27 
4674189   FRANKLIN               TN      37067    SFD      7.250      6.984   $1,849.04    360     1-Nov-27 
4674190   GERMANTOWN             TN      38139    SFD      7.375      7.025   $1,864.82    360     1-Sep-27 
4674194   ATLANTA                GA      30307    SFD      7.625      7.083   $1,240.05    360     1-Nov-27 
4674200   DULUTH                 GA      30155    SFD      8.000      7.169   $4,769.47    360     1-Sep-27 
4674205   SUWANEE                GA      30024    SFD      7.750      7.111   $2,220.88    360     1-Oct-27 
4674209   SANTA BARBARA          CA      93111    SFD      7.875      7.140   $2,874.91    360     1-Oct-27 
4674224   SARASOTA               FL      34238    PUD      7.875      7.140    $507.55     360     1-Oct-27 
4674226   SUGAR HILL             NH      03585    SFD      8.500      7.284    $595.91     360     1-Nov-27 
4674232   FORT MYERS             FL      33919    SFD      7.875      7.140   $1,778.60    360     1-Oct-27 
4674235   FORT PIERCE            FL      34949    SFD      7.625      7.083   $3,765.46    360     1-Nov-27 
4674237   ENGLEWOOD              CO      80110    SFD      7.500      7.054   $3,496.07    360     1-Nov-27 
4674241   CASTLE ROCK            CO      80104    SFD      7.500      7.054   $4,859.54    360     1-Nov-27 
4674245   ALAMEDA                CA      94502    SFD      7.750      7.111   $2,906.13    360     1-Sep-27 
4674251   PLEASANT HILL          CA      94523    SFD      7.250      6.984   $2,012.42    360     1-Nov-27 
4674257   SANTA CLARA            CA      95054    SFD      7.625      7.083   $1,748.50    240     1-Nov-17 
4674268   OAKLAND                CA      94602    SFD      7.750      7.111   $1,386.97    360     1-Nov-27 
4674273   OAKLAND                CA      94618    SFD      7.500      7.054   $1,213.84    360     1-Nov-27 
4674281   PLEASANTON             CA      94566    SFD      7.625      7.083   $1,878.13    360     1-Nov-27 
4674284   WILDWOOD               MO      63025    SFD      7.875      7.140   $1,638.66    360     1-Nov-27 
4674287   PLEASANTON             CA      94588    SFD      7.625      7.083   $2,093.65    360     1-Nov-27 
4674290   LAFAYETTE              CA      94595    SFD      7.750      7.111   $2,536.10    360     1-Nov-27 
4674295   GIG HARBOR             WA      98335    SFD      7.625      7.083   $4,529.88    360     1-Nov-27 
4674326   TACOMA                 WA      98407    SFD      7.875      7.140   $2,030.19    360     1-Nov-27 
4674329   TACOMA                 WA      98422    SFD      7.500      7.054    $978.90     360     1-Sep-27 
4674338   SANTA CLARA            CA      95054    SFD      7.875      7.140   $1,916.00    360     1-Nov-27 
4674343   SAN LUIS OBISPO        CA      93401    SFD      7.500      7.054   $2,480.81    360     1-Nov-27 
4674349   PEBBLE BEACH           CA      93953    SFD      7.375      7.025   $3,971.38    360     1-Nov-27 
4674352   SOMIS                  CA      93066    SFD      7.500      7.054   $1,748.04    360     1-Nov-27 
4674357   THOUSAND OAKS          CA      91362    SFD      8.250      7.226   $2,822.89    240     1-Nov-17 
4674361   SANTA BARBARA          CA      93105    SFD      7.750      7.111   $2,435.80    360     1-Nov-27 
4674371   LA JOLLA               CA      92037    SFD      7.625      7.083   $1,981.82    360     1-Oct-27 
4674372   SANTA CLARA            CA      95050    SFD      8.250      7.226   $3,095.22    360     1-Aug-27 
4674376   GILROY                 CA      95020    SFD      7.125      6.859   $1,796.47    360     1-Nov-27 
4674380   MOUNTAIN VIEW          CA      94040    PUD      7.750      7.111   $1,885.60    360     1-Nov-27 
4674382   CASTRO VALLEY          CA      94546    SFD      7.875      7.140   $2,407.23    360     1-Oct-27 
4674391   SAN JOSE               CA      95148    SFD      7.500      7.054   $2,167.57    360     1-Oct-27 
4674398   CERRITOS               CA      90703    SFD      7.875      7.140   $2,261.85    360     1-Oct-27 
4674400   LOS ALTOS HILLS        CA      94022    SFD      7.875      7.140   $4,096.64    360     1-Nov-27 
4674407   BURLINGAME             CA      94010    SFD      7.500      7.054   $2,384.33    360     1-Nov-27 
4674413   WOODSIDE               CA      94062    SFD      7.500      7.054   $4,894.50    360     1-Nov-27 
4674419   WHEELER                OR      97147    SFD      7.875      7.140    $896.19     360     1-Aug-27 
4674424   ALAMEDA                CA      94502    SFD      7.625      7.083   $1,845.93    360     1-Oct-27 
4674426   CASTRO VALLEY          CA      94546    SFD      7.875      7.140   $2,078.77    360     1-Oct-27 
4674439   SAN FRANCISCO          CA      94133    LCO      7.750      7.111   $1,862.67    360     1-Oct-27 
4674443   LAGUNA BEACH           CA      92651    SFD      7.625      7.083   $2,597.60    360     1-Nov-27 
4674445   SAN MATEO              CA      94402    SFD      7.750      7.111   $1,707.93    360     1-Nov-27 
4674449   SAN JOSE               CA      95123    SFD      7.875      7.140   $1,639.38    360     1-Nov-27 
4674451   WALNUT CREEK           CA      94598    SFD      7.625      7.083   $1,783.64    360     1-Nov-27 
4674460   SAN FRANCISCO          CA      94114    LCO      7.250      6.984   $1,948.30    360     1-Nov-27 
4674465   SAN FRANCISCO          CA      94127    SFD      7.250      6.984   $1,978.31    360     1-Nov-27 
4674467   WESTLAKE VILLAGE       CA      91361    SFD      7.500      7.054   $2,027.73    360     1-Nov-27 
4674471   NOVATO                 CA      94945    SFD      7.625      7.083   $3,029.36    360     1-Nov-27 
4674478   SAN MATEO              CA      94401    SFD      7.750      7.111   $1,576.11    360     1-Nov-27 
4674481   SAN RAMON              CA      94583    SFD      7.375      7.025   $1,985.00    360     1-Nov-27 
4674485   PLEASANTON             CA      94588    SFD      7.375      7.025   $1,989.14    360     1-Sep-27 
4674489   FREMONT                CA      94536    SFD      7.750      7.111   $1,547.45    360     1-Nov-27 
4674506   PARK CITY              UT      84098    SFD      7.750      7.111   $1,361.18    360     1-Oct-27 
4674510   SOUTH OF KETCHUM       ID      83333    SFD      7.875      7.140   $4,350.42    360     1-Nov-27 
4674515   PHOENIXVILLE           PA      19460    SFD      8.250      7.226   $1,521.32    360     1-Sep-27 
4674518   ROSEMOUNT              MN      55068    SFD      7.500      7.054    $773.37     240     1-Oct-17 
4674522   MEDIA                  PA      19063    PUD      7.875      7.140   $2,428.99    360     1-Oct-27 
4674525   SUNBURY                PA      17801    SFD      7.625      7.083    $553.02     240     1-Oct-17 
4674532   MILFORD                MI      48380    SFD      7.750      7.111   $4,298.48    360     1-Oct-27 
4674536   RADNOR                 PA      19807    SFD      7.875      7.140   $5,075.49    360     1-Nov-27 
4674540   QUEENSTOWN             MD      21658    SFD      7.750      7.111   $1,633.42    360     1-Sep-27 
4674544   ARNOLD                 MD      21012    SFD      7.750      7.111   $2,464.46    360     1-Sep-27 
4674547   ANNAPOLIS              MD      21401    SFD      7.875      7.140   $1,943.19    360     1-Sep-27 
4674550   ORLANDO                FL      32839    LCO      8.375      7.255    $285.79     360     1-Sep-27 
4674554   TOPSFIELD              MA      01983    SFD      7.875      7.140   $1,895.33    360     1-Oct-27 
4674560   PEMBROKE               MA      02359    SFD      8.000      7.169    $528.31     360     1-Sep-27 
4674569   MECHANICSBURG          PA      17055    SFD      7.875      7.140   $1,896.78    360     1-Oct-27 
4674573   FOXBORO                MA      02035    SFD      7.875      7.140   $2,305.72    360     1-Sep-27 
4674580   ST PAUL                MN      55104    SFD      7.500      7.054    $464.03     240     1-Sep-17 
4674582   ANN ARBOR              MI      48105    LCO      7.875      7.140   $1,635.04    360     1-Oct-27 
4674596   LOS ANGELES            CA      91401    SFD      7.250      6.984   $1,809.14    360     1-Nov-27 
4674599   ADDISON                IL      60101    SFD      7.875      7.140   $1,830.80    360     1-Oct-27 
4674606   BATAVIA                IL      60510    SFD      7.750      7.111   $1,862.67    360     1-Nov-27 
4674608   WATERFORD              MI      48327    SFD      8.000      7.169   $1,907.79    360     1-Nov-27 
4674615   WOODSTOCK              GA      30189    SFD      7.625      7.083   $4,600.66    360     1-Oct-27 
4674617   TALLAHASSEE            FL      32312    SFD      7.500      7.054   $1,622.18    360     1-Oct-27 
4674621   TALLAHASSEE            FL      32312    SFD      7.875      7.140   $2,175.21    360     1-Oct-27 
4674623   GERMANTOWN             TN      38139    SFD      7.625      7.083   $3,850.40    360     1-Nov-27 
4674629   EDMOND                 OK      73003    SFD      7.875      7.140   $1,624.16    360     1-Nov-27 
4674633   AUSTIN                 TX      78734    SFD      7.750      7.111   $2,134.91    360     1-Nov-27 
4674654   SEATTLE                WA      98115    SFD      7.875      7.140   $2,525.42    360     1-Sep-27 
4674658   LARKSPUR               CO      80118    SFD      7.875      7.140   $3,299.07    360     1-Oct-27 
4674662   RIVERDALE              UT      84405    SFD      8.000      7.169    $731.94     360     1-Nov-27 
4674664   BELLEVUE               WA      98008    SFD      7.750      7.111   $3,112.82    360     1-Oct-27 
4674667   SALT LAKE CITY         UT      84103    SFD      7.625      7.083    $651.17     360     1-Nov-27 
4674671   BELLEVUE               WA      98045    SFD      8.000      7.169   $1,691.69    360     1-Oct-27 
4674673   CASTLE ROCK            CO      80104    SFD      7.125      6.859   $2,324.33    360     1-Nov-27 
4674676   PORTLAND               OR      97210    SFD      7.500      7.054   $1,577.43    360     1-Nov-27 
4674679   RENTON                 WA      98058    SFD      7.625      7.083   $1,939.36    360     1-Nov-27 
4674681   DALLAS                 TX      75225    SFD      7.250      6.984   $3,192.59    360     1-Sep-27 
4674684   NORTH RICHLAND HILLS   TX      76180    SFD      7.375      7.025   $1,049.83    360     1-Nov-27 
4674722   STREET                 MD      21154    SFD      7.875      7.140   $2,095.46    360     1-Oct-27 
4674725   PORT ST. LUCIE         FL      34984    SFD      8.125      7.198    $504.90     360     1-Oct-27 
4674732   BLANDON                PA      19510    SFD      8.125      7.198   $1,015.74    360     1-Oct-27 
4674734   FULLERTON              CA      92833    LCO      8.000      7.169    $763.12     360     1-Nov-27 
4674736   SAN FRANCISCO          CA      94109    LCO      7.500      7.054   $2,640.24    360     1-Oct-27 
4674737   OREM                   UT      84058    SFD      7.625      7.083    $662.50     360     1-Oct-27 
4674740   BALA CYNWYD            PA      19004    SFD      7.875      7.140   $2,900.28    360     1-Oct-27 
4674741   LOS ANGELES            CA      91307    SFD      7.500      7.054   $2,884.26    360     1-Oct-27 
4674748   BREMERTON              WA      98312    SFD      8.500      7.284   $1,730.06    360     1-Jul-27 
4674751   LANSDALE               PA      19446    THS      8.000      7.169    $551.80     360     1-Nov-27 
4674752   THOUSAND OAKS          CA      91362    LCO      7.875      7.140   $2,088.20    360     1-Nov-27 
4674753   ARGYLE                 TX      76226    SFD      7.750      7.111   $2,901.99    360     1-Oct-27 
4674754   EL SEGUNDO             CA      90245    SFD      8.125      7.198   $2,168.09    360     1-Oct-27 
4674755   SANTA FE               NM      87501    SFD      7.375      7.025   $1,795.76    360     1-Apr-27 
4674759   HIGHLAND               MI      48357    SFD      8.375      7.255    $874.08     360     1-Sep-27 
4674760   LEAWOOD                KS      66209    SFD      7.625      7.083   $1,755.33    360     1-Aug-27 
4674761   ELK GROVE              CA      95624    SFD      8.125      7.198   $2,672.99    360     1-Oct-27 
4674764   FORISTELL              MO      63348    SFD      7.750      7.111   $2,149.24    360     1-Oct-27 
4674767   RIVERSIDE              CA      92506    SFD      7.750      7.111   $2,802.60    360     1-Oct-27 
4674769   CLAYTON                MO      63105    SFD      7.750      7.111   $2,686.55    360     1-Sep-27 
4674770   SAN JOSE               CA      95129    SFD      8.000      7.169   $2,017.85    360     1-Oct-27 
4674771   INDIANAPOLIS           IN      46217    SFD      8.125      7.198   $1,633.50    360     1-Aug-27 
4674772   LEAWOOD                KS      66224    SFD      7.625      7.083   $2,406.50    360     1-Oct-27 
4674775   SAUGUS AREA            CA      91350    SFD      8.000      7.169   $1,641.06    360     1-Oct-27 
4674778   TOWN AND COUNTRY       MO      63141    SFD      7.625      7.083   $4,246.77    360     1-Oct-27 
4674779   ANNANDALE              MN      55302    SFD      8.125      7.198   $3,266.99    360     1-Oct-27 
4674782   ARROYO GRANDE          CA      93420    SFD      7.750      7.111   $2,464.46    360     1-Oct-27 
4674783   OAKLAND                CA      94602    SFD      7.875      7.140   $1,705.36    360     1-Oct-27 
4674785   DES MOINES             IA      50315    SFD      7.500      7.054    $844.30     360     1-Oct-27 
4674786   DANA POINT             CA      92629    SFD      7.500      7.054   $2,317.90    360     1-Oct-27 
4674788   ROCA                   NE      68430    SFD      7.750      7.111   $2,149.24    360     1-Oct-27 
4674789   OXNARD                 CA      93035    SFD      8.125      7.198   $2,038.15    360     1-Oct-27 
4674793   GLENDALE               CA      91741    SFD      7.875      7.140   $4,350.42    360     1-Jul-27 
4674794   ALEXANDRIA             VA      22314    THS      7.500      7.054   $1,789.99    360     1-Sep-27 
4674795   SAN JOSE               CA      95132    SFD      8.250      7.226   $1,724.16    360     1-Aug-27 
4674796   SANTA BARBARA          CA      93111    SFD      7.625      7.083   $1,840.26    360     1-Oct-27 
4674798   SANTA BARBARA          CA      93111    SFD      7.625      7.083   $1,727.02    360     1-Oct-27 
4674801   NEWPORT COAST AREA     CA      92657    SFD      8.625      7.313   $7,000.11    360     1-Oct-27 
4674802   ST GEORGE              UT      84770    SFD      7.750      7.111   $1,576.11    360     1-Aug-27 
4674803   ARCADIA                CA      91007    SFD      7.875      7.140   $1,722.76    360     1-Aug-27 
4674805   CORONA DEL MAR         CA      92625    SFD      8.250      7.226   $3,906.59    360     1-Sep-27 
4674807   CONCORD                CA      94518    SFD      8.000      7.169   $1,174.02    360     1-Oct-27 
4674808   SAN JOSE               CA      95125    SFD      7.875      7.140   $2,349.22    360     1-Sep-27 
4674812   SAN JOSE               CA      95136    SFD      8.125      7.198   $1,819.12    360     1-Sep-27 
4674813   WEST BLOOMFIELD TWP'   MI      48322    SFD      8.125      7.198   $2,295.81    360     1-Sep-27 
4674814   WEST HOLLYWOOD         CA      90069    SFD      7.750      7.111   $2,865.65    360     1-Oct-27 
4674815   RIVERSIDE              CA      92506    SFD      8.000      7.169    $946.56     360     1-Sep-27 
4674819   BAKERSFIELD            CA      93312    SFD      7.750      7.111   $1,606.20    360     1-Oct-27 
4674820   COMMERCE TOWNSHIP      MI      48382    SFD      8.250      7.226   $2,753.40    360     1-Aug-27 
4674823   SAN JOSE               CA      95125    SFD      8.250      7.226   $1,990.86    360     1-Oct-27 
4674824   THOUSAND OAKS          CA      91361    SFD      8.000      7.169   $1,320.78    360     1-Nov-27 
4674825   LOS ANGELES            CA      91335    SFD      8.000      7.169   $1,852.03    360     1-Oct-27 
4674827   NORFOLK                VA      23503    SFD      7.750      7.111   $1,862.68    360     1-Sep-27 
4674828   LOS ANGELES            CA      91326    SFD      8.000      7.169   $2,191.02    360     1-Oct-27 
4674829   MORGAN HILL            CA      95037    SFD      7.875      7.140   $2,262.22    360     1-Sep-27 
4674830   SANTA YNEZ             CA      93460    SFD      8.250      7.226   $3,808.93    360     1-Oct-27 
4674832   SAN JOSE               CA      95120    SFD      8.000      7.169   $2,174.88    360     1-Sep-27 
4674833   SAN JOSE               CA      95135    SFD      7.750      7.111   $1,934.31    360     1-Sep-27 
4674835   MERCER ISLAND          WA      98040    SFD      8.000      7.169   $1,693.16    360     1-Sep-27 
4674836   ROWLAND HEIGHTS        CA      91748    SFD      7.500      7.054    $769.14     360     1-Oct-27 
4674837   ENCINITAS              CA      92024    SFD      7.375      7.025   $2,169.41    360     1-Sep-27 
4674841   GOLETA                 CA      93117    SFD      7.750      7.111   $2,074.73    360     1-Sep-27 
4674843   SAN JOSE               CA      95118    SFD      7.500      7.054   $1,734.05    360     1-Sep-27 
4674844   BELLBROOK              OH      45305    SFD      7.875      7.140   $2,588.50    360     1-Oct-27 
4674846   THOUSAND OAKS          CA      91320    SFD      7.625      7.083   $1,799.57    360     1-Oct-27 
4674847   WEST BLOOMFIELD        MI      48323    SFD      7.875      7.140   $3,262.82    360     1-Oct-27 
4674848   LOS ANGELES            CA      91326    PUD      7.625      7.083   $1,688.09    360     1-Oct-27 
4674849   ALAMO                  CA      94507    SFD      7.625      7.083   $2,554.43    360     1-Oct-27 
4674851   WEST HILLS             CA      91307    SFD      7.500      7.054   $2,308.46    360     1-Oct-27 
4674853   CHATHAM                MA      02633    SFD      7.875      7.140   $1,703.92    360     1-Oct-27 
4674854   O NEALS                CA      93645    SFD      8.000      7.169   $4,769.47    360     1-Sep-27 
4674855   LOS ANGELES            CA      90046    SFD      7.875      7.140   $1,906.93    360     1-Sep-27 
4674856   LA CRESCENTA           CA      91214    SFD      8.125      7.198   $1,752.29    360     1-Oct-27 
4674857   BELLEUVE               WA      98006    SFD      7.875      7.140   $1,846.75    360     1-Sep-27 
4674858   TUSTIN                 CA      92782    SFD      7.750      7.111   $1,701.48    360     1-Sep-27 
4674860   HOWELL                 MI      48843    SFD      7.875      7.140   $1,667.66    360     1-Aug-27 
4674861   GILROY                 CA      95020    SFD      7.750      7.111   $1,827.57    360     1-Sep-27 
4674862   LOS ANGELES  VENICE ARECA      90291    SFD      8.000      7.169   $1,614.29    360     1-Oct-27 
4674863   LAKEVIEW               CA      92567    SFD      8.750      7.341    $566.42     360     1-Oct-27 
4674864   BLOOMFIELD TWP         MI      48301    SFD      8.250      7.226   $2,422.84    360     1-Sep-27 
4674865   LOS ANGELES            CA      91423    SFD      7.750      7.111   $2,349.84    360     1-Sep-27 
4674868   PASADENA               MD      21122    SFD      7.750      7.111   $2,192.23    360     1-Aug-27 
4674869   DANA POINT             CA      92629    SFD      7.750      7.111   $1,925.00    360     1-Oct-27 
4674871   SARATOGA               CA      95070    SFD      7.875      7.140   $3,184.51    360     1-Sep-27 
4674872   VIENNA                 VA      22180    SFD      7.500      7.054   $2,097.64    360     1-Sep-27 
4674874   LOS ANGELES            CA      90291    SFD      8.125      7.198    $839.03     360     1-Sep-27 
4674876   CLOVIS                 CA      93611    SFD      7.750      7.111   $1,595.45    360     1-Oct-27 
4674878   GALESVILLE             MD      20765    SFD      7.750      7.111   $1,988.05    360     1-Oct-27 
4674879   DUBLIN                 CA      94568    SFD      7.625      7.083   $1,441.07    360     1-Sep-27 
4674882   BERKELEY               CA      94705    SFD      7.500      7.054   $2,661.91    360     1-Nov-27 
4674884   REDWOOD CITY           CA      94061    SFD      8.250      7.226   $2,494.21    360     1-Oct-27 
4674886   WOODBRIDGE             VA      22192    SFD      7.750      7.111   $1,599.39    360     1-Oct-27 
4674887   SATATOGA               CA      95070    PUD      7.375      7.025   $3,038.97    360     1-Sep-27 
4674888   LA CRESCENTA AREA      CA      91214    SFD      8.250      7.226   $1,825.58    360     1-Oct-27 
4674889   SOUTHFIELD             MI      48076    SFD      8.250      7.226    $986.04     360     1-Sep-27 
4674890   EL DORADO              CA      95623    PUD      8.000      7.169    $880.52     360     1-Oct-27 
4674893   WINNETKA               IL      60093    SFD      7.500      7.054   $3,146.47    360     1-Oct-27 
4674894   LAHAINA                HI      96761    SFD      8.125      7.198   $2,923.59    360     1-Nov-27 
4674896   CHICAGO                IL      60614    THS      7.625      7.083   $2,293.25    360     1-Oct-27 
4674897   GLENDORA               CA      91741    SFD      7.750      7.111   $2,686.55    360     1-Nov-27 
4674898   WEST BLOOMFIELD        MI      48323    SFD      7.875      7.140   $2,704.51    360     1-Oct-27 
4674900   PASADENA               CA      91107    SFD      7.875      7.140   $2,320.23    360     1-Nov-27 
4674902   CINCINNATI             OH      45244    SFD      7.625      7.083   $2,236.63    360     1-Oct-27 
4674903   WALNUT AREA            CA      91789    SFD      7.750      7.111   $2,206.55    360     1-Oct-27 
4674904   FRANKLIN               MI      48025    SFD      7.500      7.054   $4,247.73    360     1-Oct-27 
4674905   BEVERLY HILLS          CA      90212    LCO      7.625      7.083   $2,689.62    360     1-Oct-27 
4674906   BARKERSFIELD           CA      93312    SFD      7.750      7.111   $1,869.84    360     1-Sep-27 
4674907   UNION CITY             CA      94587    SFD      8.250      7.226   $2,151.25    360     1-Oct-27 
4674908   MORTON GROVE           IL      60053    SFD      7.875      7.140    $870.08     360     1-Oct-27 
4674910   DIAMOND BAR            CA      91765    SFD      7.500      7.054   $1,629.17    360     1-Oct-27 
4674911   MILL CREEK             WA      98012    SFD      8.125      7.198   $1,633.49    360     1-Oct-27 
4674912   LIVERMORE              CA      94550    SFD      7.500      7.054   $1,834.74    360     1-Oct-27 
4674913   NORTHAMPTON            PA      18067    SFD      7.875      7.140    $906.34     360     1-Oct-27 
4674914   LOS ANGELES            CA      90045    SFD      7.750      7.111   $1,708.65    360     1-Nov-27 
4674915   CHICAGO                IL      60613    SFD      7.875      7.140   $1,722.76    360     1-Sep-27 
4674916   TORRANCE               CA      90503    LCO      8.125      7.198   $1,930.49    360     1-Nov-27 
4674920   GREENWOOD              IN      46143    SFD      7.875      7.140   $1,812.67    360     1-Sep-27 
4674921   SAN DIEGO              CA      92103    SFD      7.750      7.111   $1,885.96    360     1-Oct-27 
4674922   FENTON                 MI      48430    SFD      7.250      6.984    $746.98     360     1-Oct-27 
4674923   RANCHO SANTA MARGUERITACA      92688    SFD      8.125      7.198   $1,685.47    360     1-Oct-27 
4674924   DES PLAINES            IL      60016    SFD      8.125      7.198   $1,710.71    360     1-Oct-27 
4674927   ARCADIA                CA      91006    SFD      7.750      7.111   $2,557.59    360     1-Nov-27 
4674929   TARPON SPRINGS         FL      34689    SFD      8.000      7.169    $396.23     360     1-Sep-27 
4674930   BEVERLY HILLS          CA      90212    LCO      7.625      7.083   $1,698.71    360     1-Nov-27 
4674931   GREAT FALLS            VA      22066    SFD      8.125      7.198   $3,935.24    360     1-Oct-27 
4674932   SOUTH PASADENA         CA      91030    SFD      7.500      7.054   $1,748.04    360     1-Nov-27 
4674934   ALLEN PARK             MI      48101    SFD      8.625      7.313    $622.23     360     1-Oct-27 
4674935   LA CANADA FLINTRIDGE   CA      91011    SFD      8.000      7.169   $2,027.76    360     1-Nov-27 
4674937   GLENVIEW               IL      60025    SFD      8.000      7.169   $2,416.66    360     1-Oct-27 
4674938   SOUTH SAN FRANCISCO    CA      94080    SFD      7.625      7.083   $1,519.64    360     1-Nov-27 
4674939   WESTLAND               MI      48186    SFD      8.500      7.284    $676.64     360     1-Oct-27 
4674940   MORGAN HILL            CA      95037    SFD      7.875      7.140   $2,314.43    360     1-Nov-27 
4674942   SOUTH PASADENA         CA      91030    LCO      7.625      7.083   $1,274.03    360     1-Nov-27 
4674943   TROY                   OH      45373    SFD      7.500      7.054   $1,870.40    360     1-Oct-27 
4674945   BELLFLOWER             CA      90706    SFD      7.875      7.140   $1,846.03    360     1-Nov-27 
4674946   WEST BLOOMFIELD        MI      48324    SFD      8.375      7.255   $2,736.27    360     1-Sep-27 
4674947   COLUMBUS               OH      43220    SFD      8.375      7.255   $6,840.66    360     1-Jun-27 
4674948   WEST BLOOMFIELD        MI      48323    SFD      8.500      7.284   $2,645.06    360     1-Oct-27 
4674949   POULSBO                WA      98370    SFD      8.625      7.313    $466.67     360     1-Jun-27 
4674950   PINCKNEY               MI      48169    SFD      8.500      7.284   $2,306.36    360     1-Sep-27 
4674951   SOUTHFIELD             MI      48076    SFD      8.375      7.255    $942.49     360     1-Oct-27 
4674952   CLARKSVILLE            MD      21029    SFD      7.750      7.111   $1,207.87    360     1-Oct-27 
4674953   MEQUON                 WI      53092    SFD      8.125      7.198   $2,227.50    360     1-Oct-27 
4674954   NOVI                   MI      48374    SFD      8.375      7.255   $2,619.97    360     1-Oct-27 
4674955   AGOURA HILLS           CA      91301    SFD      8.375      7.255   $2,017.99    360     1-Sep-27 
4674958   ALGONQUIN              IL      60102    SFD      8.250      7.226   $1,600.20    360     1-Oct-27 
4674959   CHICAGO                IL      60613    SFD      7.875      7.140   $2,012.07    360     1-Oct-27 
4674960   WALLED LAKE            MI      48390    LCO      8.375      7.255    $934.89     360     1-Oct-27 
4674961   FINKSBURG              MD      21048    SFD      7.750      7.111   $1,074.62    360     1-Oct-27 
4674962   MEQUON                 WI      53097    SFD      8.250      7.226   $3,125.27    360     1-Oct-27 
4674963   POTOMAC                MD      20854    SFD      7.875      7.140   $1,595.15    360     1-Oct-27 
4674964   NORTHFIELD             MN      55057    SFD      8.000      7.169   $1,721.78    360     1-Oct-27 
4674965   OLNEY                  MD      20832    SFD      7.625      7.083   $2,027.12    360     1-Oct-27 
4674967   LA GRANGE PARK         IL      60526    SFD      7.875      7.140   $1,848.93    360     1-Oct-27 
4674992   WEST CHESTER           OH      45069    SFD      7.875      7.140   $2,088.20    360     1-Oct-27 
4674993   SUGAR HILL             GA      30518    SFD      8.375      7.255   $1,137.07    360     1-Oct-27 
4674994   MARATHON               FL      33050    SFD      8.000      7.169   $3,485.38    360     1-Oct-27 
4674996   HOLLY                  MI      48442    SFD      8.125      7.198   $1,856.24    360     1-Nov-27 
4674997   CAROL STREAM           IL      60188    SFD      8.125      7.198   $1,928.27    360     1-Oct-27 
4674998   COOPER CITY            FL      33328    SFD      8.125      7.198    $601.43     360     1-Nov-27 
4674999   HERNDON                VA      20171    SFD      7.500      7.054   $1,950.81    360     1-Oct-27 
4675001   FAIRFAX                VA      22030    SFD      7.375      7.025   $2,025.40    360     1-Oct-27 
4675002   COLLIERVILLE           TN      38017    SFD      7.750      7.111   $1,769.54    360     1-Oct-27 
4675003   TROY                   MI      48098    SFD      8.125      7.198   $1,781.99    360     1-Nov-27 
4675004   SANTA BARBARA          CA      93109    SFD      8.000      7.169   $1,896.05    360     1-Oct-27 
4675006   BEVERLY HILLS          MI      48025    SFD      8.125      7.198   $1,893.37    360     1-Oct-27 
4675007   MISSION VIEJO          CA      92692    SFD      7.875      7.140   $1,575.94    360     1-Sep-27 
4675008   WINTER GARDEN          FL      34787    SFD      8.375      7.255    $677.98     360     1-Oct-27 
4675010   CRYSTAL LAKE           IL      60014    SFD      8.625      7.313    $877.35     360     1-Jun-27 
4675011   LOS ANGELES            CA      90066    SFD      7.875      7.140   $2,233.22    360     1-Oct-27 
4675012   JACKSON                TN      38305    SFD      7.625      7.083   $1,851.59    360     1-Oct-27 
4675014   SAN RAFAEL             CA      94901    SFD      8.125      7.198   $1,720.74    360     1-Oct-27 
4675017   ALPHARETTA             GA      30202    SFD      7.750      7.111   $2,758.19    360     1-Oct-27 
4675018   BOULDER                CO      80304    SFD      8.000      7.169   $1,761.04    360     1-Aug-27 
4675019   HUNTINGTON BEACH       CA      92646    SFD      7.625      7.083   $1,585.46    360     1-Sep-27 
4675020   DELTONA                FL      32725    SFD      8.500      7.284    $368.31     360     1-Nov-27 
4675022   GILROY                 CA      95020    SFD      8.000      7.169   $1,859.73    360     1-Sep-27 
4675023   TALLAHASSEE            FL      32312    PUD      7.750      7.111   $1,361.19    360     1-Sep-27 
4675025   PALM BEACH             FL      33480    SFD      7.875      7.140   $4,132.90    360     1-Nov-27 
4675026   LAWRENCEVILLE          GA      30044    SFD      7.875      7.140   $1,703.91    360     1-Sep-27 
4675027   SAN DIEGO              CA      92131    SFD      7.750      7.111   $1,732.65    360     1-Sep-27 
4675028   COOPER CITY            FL      33328    SFD      8.125      7.198    $891.00     360     1-Nov-27 
4675029   ORANGE PARK            FL      32073    SFD      7.625      7.083   $1,773.74    360     1-Sep-27 
4675030   SAN FRANCISCO          CA      94117    SFD      8.000      7.169   $2,193.96    360     1-Oct-27 
4675031   FAYETTEVILLE           GA      30214    SFD      7.500      7.054   $1,572.54    360     1-Nov-27 
4675032   SATELLITE BEACH        FL      32937    SFD      8.250      7.226   $4,122.95    360     1-Oct-27 
4675033   FRESNO                 CA      93720    SFD      7.750      7.111   $1,871.27    360     1-Oct-27 
4675035   FLOWERY BRANCH         GA      30542    SFD      7.500      7.054    $561.47     360     1-Oct-27 
4675036   FAYETTEVILLE           GA      30215    SFD      7.750      7.111   $2,170.73    360     1-Oct-27 
4675038   SAN JOSE               CA      95148    SFD      8.375      7.255   $2,090.20    360     1-Oct-27 
4675040   LEBANON                TN      37087    SFD      7.500      7.054   $1,699.09    360     1-Oct-27 
4675041   NAPLES                 FL      34119    SFD      7.750      7.111   $1,647.75    360     1-Oct-27 
4675042   LOS ANGELES            CA      91325    SFD      8.000      7.169   $2,113.25    360     1-Oct-27 
4675043   FT. LAUDERDALE         FL      33332    SFD      8.500      7.284   $2,960.32    360     1-Nov-27 
4675044   ATLANTA                GA      30324    SFD      7.625      7.083   $1,704.37    360     1-Sep-27 
4675048   GARDEN GROVE           CA      92841    SFD      8.000      7.169   $1,650.97    360     1-Sep-27 
4675049   HELENA                 AL      35080    SFD      7.750      7.111    $383.28     360     1-Oct-27 
4675050   VALLEY VILLAGE AREA    CA      91607    SFD      8.375      7.255   $2,067.40    360     1-Jul-27 
4675051   CASTRO VALLEY          CA      94546    SFD      8.500      7.284   $2,399.01    360     1-Oct-27 
4675055   TUALATIN               OR      97062    SFD      8.000      7.169   $4,457.62    360     1-Jul-27 
4675056   GLENDORA               CA      91741    SFD      7.875      7.140   $1,928.68    360     1-Oct-27 
4675057   MIAMI                  FL      33156    SFD      7.875      7.140   $1,863.43    360     1-Oct-27 
4675058   CORPUS CHRISTI         TX      78418    SFD      8.000      7.169   $1,616.52    360     1-Oct-27 
4675059   SAN JOSE               CA      95135    SFD      7.625      7.083   $2,492.85    360     1-Sep-27 
4675060   NAPLES                 FL      34109    SFD      7.875      7.140   $1,972.19    360     1-Oct-27 
4675061   SAN JOSE               CA      95129    SFD      7.875      7.140   $1,792.37    360     1-Sep-27 
4675063   LOS ANGELES            CA      90008    SFD      8.000      7.169   $1,750.03    360     1-Aug-27 
4675064   MIAMI                  FL      33156    SFD      7.750      7.111   $2,475.92    360     1-Oct-27 
4675065   SOUTH PASADENA         CA      91030    SFD      7.625      7.083   $1,981.82    360     1-Sep-27 
4675066   FOLSOM                 CA      95630    SFD      7.625      7.083   $2,300.33    360     1-Sep-27 
4675067   SEDONA                 AZ      86336    SFD      7.875      7.140   $2,501.49    360     1-Sep-27 
4675068   DESTIN                 FL      32541    HCO      8.125      7.198    $482.62     360     1-Oct-27 
4675069   YORBA LINDA            CA      92886    SFD      8.125      7.198   $2,188.51    360     1-Sep-27 
4675071   GERMANTOWN             TN      38139    SFD      8.000      7.169   $2,494.80    360     1-Oct-27 
4675072   BURLINGAME             CA      94010    SFD      7.875      7.140   $3,045.29    360     1-Oct-27 
4675073   POWDER SPRINGS         GA      30073    SFD      7.750      7.111   $2,276.05    360     1-Aug-27 
4675074   LOUISVILLE             KY      40222    SFD      8.000      7.169   $1,207.04    360     1-Oct-27 
4675075   SAN DIEGO              CA      92129    SFD      8.000      7.169   $1,875.51    360     1-Oct-27 
4675077   ANCHORAGE              KY      40223    SFD      7.500      7.054   $1,398.43    360     1-Oct-27 
4675078   TUCSON                 AZ      85718    SFD      8.000      7.169   $1,893.12    360     1-Oct-27 
4675079   CLAREMONT              CA      91711    SFD      7.875      7.140   $2,189.71    360     1-Oct-27 
4675080   SUWANEE                GA      30024    SFD      7.625      7.083   $2,935.22    360     1-Sep-27 
4675081   BRASELTON              GA      30517    SFD      7.875      7.140   $2,888.68    360     1-Oct-27 
4675082   SAN DIEGO              CA      92130    LCO      8.250      7.226    $627.31     360     1-Oct-27 
4675084   MIAMI                  FL      33033    SFD      8.750      7.341    $848.07     360     1-Oct-27 
4675085   EL SEGUNDO             CA      90245    SFD      8.125      7.198   $1,782.00    360     1-Oct-27 
4675086   JACKSONVILLE           FL      32258    SFD      7.750      7.111    $567.40     360     1-Sep-27 
4675087   WILLIAMSBURG           VA      23185    SFD      7.500      7.054   $1,817.96    360     1-Sep-27 
4675089   LOS ALTOS              CA      94022    SFD      7.750      7.111   $4,656.68    360     1-Oct-27 
4675091   WAXHAW                 NC      28173    SFD      8.250      7.226   $1,756.84    360     1-Sep-27 
4675092   TUCSON                 AZ      85718    SFD      7.500      7.054   $1,812.37    360     1-Oct-27 
4675093   AVENTURA               FL      33160    HCO      8.000      7.169   $2,935.06    360     1-Sep-27 
4675094   MONROE                 GA      30655    SFD      8.000      7.169    $583.35     360     1-Oct-27 
4675095   SHEPHERDSVILLE         KY      40165    SFD      8.625      7.313    $595.01     360     1-Oct-27 
4675097   LOS ANGELES            CA      91604    SFD      7.875      7.140   $2,537.75    360     1-Nov-27 
4675098   CUMMING                GA      30131    SFD      7.375      7.025   $2,798.62    360     1-Oct-27 
4675101   HILTON HEAD ISLAND     SC      29928    HCO      8.000      7.169   $1,746.36    360     1-Nov-27 
4675103   MARIETTA               GA      30066    PUD      7.500      7.054   $2,805.25    360     1-Oct-27 
4675105   RIVERSIDE              CA      92506    SFD      8.375      7.255   $2,572.09    360     1-Oct-27 
4675106   GLENDALE               AZ      85304    SFD      8.250      7.226   $1,202.03    360     1-Aug-27 
4675107   SIMI VALLEY            CA      93065    SFD      8.250      7.226   $1,307.20    360     1-Oct-27 
4675108   MORGAN HILL            CA      95037    SFD      8.875      7.370   $2,028.89    360     1-Oct-27 
4675109   KANSAS CITY            MO      64145    SFD      7.625      7.083   $1,972.27    360     1-Oct-27 
4675111   HIGHLAND PARK          TX      75205    SFD      7.875      7.140   $3,339.67    360     1-Sep-27 
4675112   FORT LAUDERDALE        FL      33330    SFD      8.375      7.255   $1,520.14    360     1-Nov-27 
4675113   AUSTIN                 TX      78738    SFD      7.750      7.111   $1,841.18    360     1-Sep-27 
4675114   SPICEWOOD              TX      78669    PUD      7.625      7.083   $3,255.85    360     1-Oct-27 
4675115   APTOS                  CA      95003    SFD      7.875      7.140   $2,315.88    360     1-Oct-27 
4675117   AUSTIN                 TX      78759    SFD      7.500      7.054   $1,560.65    360     1-Oct-27 
4675119   OAKLAND                TN      38060    SFD      7.875      7.140    $625.38     360     1-Oct-27 
4675121   SANTA ANNA             CA      92705    SFD      8.000      7.169   $2,935.06    360     1-Oct-27 
4675124   MEMPHIS                TN      38111    SFD      7.750      7.111   $1,074.62    360     1-Oct-27 
4675125   CYPRESS                TX      77429    SFD      7.625      7.083   $2,095.07    360     1-Sep-27 
4675127   THOUSAND OAKS          CA      91320    SFD      8.125      7.198   $1,790.91    360     1-Oct-27 
4675129   VAIL                   AZ      85641    SFD      8.000      7.169    $845.30     360     1-Sep-27 
4675130   DESTIN                 FL      32541    SFD      7.875      7.140   $1,863.43    360     1-Oct-27 
4675134   SOCIAL CIRCLE          GA      30279    SFD      7.875      7.140   $2,733.51    360     1-Oct-27 
4675135   GRAND PRAIRIE          TX      75052    SFD      7.875      7.140    $841.08     360     1-Sep-27 
4675136   ACWORTH                GA      30102    SFD      8.250      7.226    $910.54     360     1-Oct-27 
4675137   MESA                   AZ      85204    SFD      7.875      7.140    $638.06     360     1-Oct-27 
4675139   LOS ANGELES            CA      90066    SFD      7.750      7.111    $917.01     360     1-Oct-27 
4675141   FREMONT                CA      94536    SFD      8.125      7.198   $1,954.25    360     1-Oct-27 
4675142   MESA                   AZ      85204    SFD      7.875      7.140    $661.26     360     1-Oct-27 
4675143   TUSTIN                 CA      92780    SFD      7.500      7.054   $1,693.85    360     1-Sep-27 
4675144   MORGAN HILL            CA      95037    SFD      7.500      7.054   $2,237.49    360     1-Oct-27 
4675146   LITTLETON              CO      80127    SFD      7.500      7.054   $1,887.88    360     1-Oct-27 
4675147   GLENDALE               CA      91206    SFD      7.875      7.140   $1,914.18    360     1-Oct-27 
4675148   WICHITA                KS      67230    SFD      7.625      7.083   $3,114.29    360     1-Oct-27 
4675150   HIGHLANDS RANCH        CO      80126    SFD      8.375      7.255    $946.29     360     1-Oct-27 
4675151   NORTHRIDGE             CA      91326    SFD      8.375      7.255   $1,672.16    360     1-Oct-27 
4675154   SCOTTSDALE             AZ      85260    SFD      8.375      7.255   $1,029.90    360     1-Oct-27 
4675155   PHOENIX                AZ      85044    SFD      8.375      7.255   $4,864.47    360     1-Oct-27 
4675156   SANTA BARBARA          CA      93105    SFD      8.250      7.226   $1,014.21    360     1-Oct-27 
4675157   TUCSON                 AZ      85730    SFD      7.875      7.140   $1,479.14    360     1-Oct-27 
4675158   SCOTTSDALE             AZ      85259    SFD      8.250      7.226    $796.35     360     1-Sep-27 
4675159   CALABASAS AREA         CA      91302    SFD      7.875      7.140   $3,335.32    360     1-Oct-27 
4675162   ARLINGTON              TX      76006    SFD      7.750      7.111   $1,599.03    360     1-Nov-27 
4675163   ARVADA                 CO      80004    SFD      8.500      7.284    $738.16     360     1-Oct-27 
4675164   LA CRESCENTA           CA      91214    SFD      7.750      7.111   $1,625.90    360     1-Oct-27 
4675165   HOUSTON                TX      77059    SFD      7.500      7.054   $1,901.86    360     1-Nov-27 
4675166   DENVER                 CO      80202    LCO      8.375      7.255   $2,762.86    360     1-Oct-27 
4675168   ENCINO                 CA      91436    SFD      8.375      7.255   $1,881.18    360     1-Oct-27 
4675170   SCOTTSDALE             AZ      85260    SFD      8.000      7.169   $1,849.09    360     1-Oct-27 
4675171   PALO ALTO              CA      94301    SFD      7.875      7.140   $2,755.27    360     1-Sep-27 
4675172   JACKSON                WY      83001    SFD      8.125      7.198   $2,286.89    360     1-Oct-27 
4675174   TUCSON                 AZ      85730    SFD      8.125      7.198    $582.12     360     1-Oct-27 
4675176   TUCSON                 AZ      85750    SFD      8.125      7.198    $683.10     360     1-Oct-27 
4675177   BOULDER                CO      80304    SFD      8.625      7.313   $1,545.86    360     1-Aug-27 
4675178   CHANDLER               AZ      85225    SFD      8.625      7.313    $517.24     360     1-Oct-27 
4675181   BOULDER                CO      80304    SFD      7.750      7.111   $3,011.09    360     1-Aug-27 
4675182   WESTMINSTER            CO      80030    PUD      7.750      7.111   $2,163.56    360     1-Oct-27 
4675183   AUSTIN                 TX      78746    SFD      8.125      7.198   $3,125.91    360     1-Nov-27 
4675185   PHOENIX                AZ      85024    SFD      8.250      7.226    $961.62     360     1-Oct-27 
4675188   ALBUQUERQUE            NM      87111    SFD      8.000      7.169   $1,724.35    360     1-Oct-27 
4675190   ROSWELL                NM      88201    SFD      7.875      7.140    $897.28     360     1-Nov-27 
4675191   SCOTTSDALE             AZ      85259    SFD      7.750      7.111   $2,041.78    360     1-Oct-27 
4675192   DENVER                 CO      80206    THS      7.875      7.140   $2,479.74    360     1-Aug-27 
4675194   BOERNE                 TX      78006    SFD      7.875      7.140   $5,770.10    360     1-Nov-27 
4675199   OKLAHOMA CITY          OK      73170    SFD      7.875      7.140    $862.84     360     1-Oct-27 
4675200   LAKEBAY                WA      98349    SFD      7.750      7.111   $2,172.16    360     1-Oct-27 
4675201   ISSAQUAH               WA      98029    SFD      7.875      7.140   $2,175.21    360     1-Aug-27 
4675202   PLANO                  TX      75025    SFD      7.500      7.054   $1,648.05    360     1-Nov-27 
4675208   SEATTLE                WA      98118    SFD      7.625      7.083   $3,233.20    360     1-Oct-27 
4675209   PLANO                  TX      75025    SFD      7.500      7.054   $2,248.68    360     1-Nov-27 
4675210   SANDY                  UT      84093    SFD      8.000      7.169   $1,614.29    360     1-Oct-27 
4675212   MUSTANG                OK      73064    SFD      8.250      7.226    $398.17     360     1-Nov-27 
4675213   BOULDER                CO      80302    SFD      7.875      7.140   $4,132.90    360     1-Oct-27 
4675214   GIG HARBOR             WA      98329    SFD      7.875      7.140    $812.08     360     1-Nov-27 
4675215   SEATTLE                WA      98112    SFD      8.000      7.169   $2,758.23    360     1-Nov-27 
4675216   MANY                   LA      71449    SFD      8.250      7.226    $390.66     360     1-Nov-27 
4675217   HILLSBORO              OR      97123    SFD      8.000      7.169   $1,021.40    360     1-Oct-27 
4675218   BOULDER                CO      80304    SFD      7.875      7.140   $1,856.18    360     1-Sep-27 
4675220   MENLO PARK             CA      94025    SFD      7.875      7.140   $7,250.70    360     1-Nov-27 
4675221   EDMOND                 OK      73003    SFD      7.500      7.054   $2,538.15    360     1-Nov-27 
4675222   RENTON                 WA      98056    SFD      7.875      7.140   $1,954.42    360     1-Oct-27 
4675224   VANCOUVER              WA      98683    SFD      7.625      7.083   $3,170.92    360     1-Nov-27 
4675226   HEATH                  TX      75087    SFD      7.625      7.083   $1,840.27    360     1-Nov-27 
4675227   LAFAYETTE              CO      80026    SFD      7.500      7.054   $1,038.34    360     1-Oct-27 
4675230   WOODINVILLE            WA      98072    SFD      8.250      7.226   $2,253.80    360     1-Aug-27 
4675232   DENVER                 CO      80219    SFD      7.875      7.140    $725.07     360     1-Oct-27 
4675233   SNOHOMISH              WA      98290    SFD      7.750      7.111   $1,776.70    360     1-Aug-27 
4675234   COPPELL                TX      75019    SFD      7.500      7.054   $1,585.82    360     1-Nov-27 
4675235   ISSAQUAH               WA      98027    SFD      7.875      7.140   $1,319.63    360     1-Nov-27 
4675239   PARK CITY              UT      84098    SFD      8.125      7.198   $1,532.51    360     1-Oct-27 
4675240   HOUSTON                TX      77040    SFD      7.250      6.984   $2,128.39    360     1-Nov-27 
4675241   MONROE                 WA      98272    SFD      8.250      7.226   $1,805.67    360     1-Oct-27 
4675242   REDMOND                WA      98052    SFD      7.875      7.140   $1,826.45    360     1-Oct-27 
4675243   SAN JOSE               CA      95132    SFD      7.875      7.140   $2,044.70    360     1-Nov-27 
4675244   SUNNYVALE              CA      94087    SFD      7.875      7.140   $1,957.69    360     1-Nov-27 
4675248   DALLAS                 TX      75230    SFD      7.625      7.083   $1,738.35    360     1-Nov-27 
4675249   ABERDEEN               WA      98520    SFD      7.875      7.140   $1,624.16    360     1-Nov-27 
4675250   CENTERVILLE            UT      84014    SFD      7.750      7.111    $917.01     360     1-Oct-27 
4675251   MANSFIELD              TX      76063    SFD      7.875      7.140   $2,146.21    360     1-Nov-27 
4675253   EDMONDS                WA      98026    SFD      7.750      7.111   $1,977.30    360     1-Nov-27 
4675255   LOS ANGELES            CA      90048    SFD      7.625      7.083   $1,725.25    360     1-Nov-27 
4675256   EVERGREEN              CO      80439    SFD      8.125      7.198   $2,272.05    360     1-Oct-27 
4675261   METAIRIE               LA      70001    SFD      7.875      7.140    $326.29     360     1-Nov-27 
4675262   MARIETTA               GA      30067    SFD      7.875      7.140   $1,740.17    360     1-Sep-27 
4675263   SARATOGA               CA      95070    SFD      7.500      7.054   $3,461.12    360     1-Nov-27 
4675265   PAYSON                 AZ      85541    SFD      7.750      7.111   $1,647.75    360     1-Oct-27 
4675268   SAN CARLOS             CA      94070    SFD      8.000      7.169   $2,119.12    360     1-Nov-27 
4675269   RENO                   NV      89511    SFD      7.875      7.140   $3,178.70    360     1-Sep-27 
4675270   PLANO                  TX      75093    SFD      7.875      7.140   $1,932.31    360     1-Nov-27 
4675271   ISSAQUAH               WA      98029    SFD      7.500      7.054   $1,146.72    360     1-Nov-27 
4675272   LOS GATOS              CA      95032    SFD      7.375      7.025   $2,961.62    360     1-Nov-27 
4675273   BOTHELL                WA      98021    SFD      7.750      7.111   $1,662.08    360     1-Oct-27 
4675277   KIRKLAND               WA      98033    MF2      7.875      7.140   $1,508.14    360     1-Aug-27 
4675280   SEATTLE                WA      98119    SFD      7.500      7.054   $1,845.93    360     1-Nov-27 
4675281   WOODLAND HILLS         CA      91364    SFD      7.625      7.083   $1,698.71    360     1-Nov-27 
4675283   BEND                   OR      97701    SFD      7.875      7.140   $5,655.55    360     1-Nov-27 
4675284   SARATOGA               CA      95070    SFD      7.625      7.083   $2,795.79    360     1-Nov-27 
4675285   SARATOGA               CA      95070    SFD      7.250      6.984   $2,839.56    360     1-Nov-27 
4675290   EVERETT                WA      98208    SFD      7.875      7.140   $1,276.12    360     1-Oct-27 
4675295   SEATTLE                WA      98119    SFD      7.750      7.111   $2,493.12    360     1-Nov-27 
4675296   HALF MOON BAY          CA      94019    SFD      7.875      7.140   $3,697.86    360     1-Nov-27 
4675297   SAN JOSE               CA      95124    SFD      7.750      7.111   $3,610.72    360     1-Nov-27 
4675298   BRUSH PRAIRIE          WA      98606    SFD      8.000      7.169   $2,157.27    360     1-Oct-27 
4675299   PORTLAND               OR      97212    SFD      7.750      7.111   $3,209.53    360     1-Nov-27 
4675300   LAFAYETTE              CA      94549    SFD      7.375      7.025   $2,707.45    360     1-Nov-27 
4675301   SNOHOMISH              WA      98290    SFD      7.875      7.140   $2,505.84    360     1-Nov-27 
4675303   CHESTERFIELD           MO      63005    SFD      7.750      7.111   $2,163.57    360     1-Nov-27 
4675304   OAKLAND                CA      94618    MF2      7.625      7.083   $2,129.05    360     1-Nov-27 
4675306   PORTLAND               OR      97229    SFD      7.750      7.111   $2,057.18    360     1-Oct-27 
4675307   PORTLAND               OR      97212    SFD      7.875      7.140   $2,262.22    360     1-Nov-27 
4675308   SAN JOSE               CA      95112    SFD      7.750      7.111   $1,970.14    360     1-Nov-27 
4675311   SILVER SPRING          MD      20905    SFD      8.000      7.169   $3,100.16    360     1-Nov-27 
4675313   BELLEVUE               WA      98004    SFD      8.375      7.255   $2,128.20    360     1-Oct-27 
4675314   NOVATO                 CA      94945    SFD      7.500      7.054   $2,964.67    360     1-Nov-27 
4675315   SEATTLE                WA      98118    SFD      8.125      7.198   $2,572.76    360     1-Nov-27 
4675316   SAN JOSE               CA      95124    SFD      7.875      7.140   $2,806.75    360     1-Nov-27 
4675318   OAKLAND                CA      94611    SFD      8.000      7.169   $1,874.04    360     1-Nov-27 
4675321   ARTOS                  CA      95003    SFD      7.875      7.140   $3,067.05    360     1-Nov-27 
4675322   FALL CITY              WA      98024    SFD      7.625      7.083   $1,557.15    360     1-Nov-27 
4675323   SAN JOSE               CA      95116    SFD      7.500      7.054   $1,968.29    360     1-Nov-27 
4675324   CULVER CITY            CA      90232    SFD      7.750      7.111   $1,776.71    360     1-Nov-27 
4675325   ANNANDALE              VA      22003    SFD      7.500      7.054   $1,588.62    360     1-Nov-27 
4675329   SAN JOSE               CA      95124    SFD      8.000      7.169   $2,524.16    360     1-Nov-27 
4675331   GASTON                 OR      97119    SFD      7.875      7.140   $1,508.15    360     1-Oct-27 
4675332   CAMPBELL               CA      95008    SFD      7.875      7.140   $2,111.41    360     1-Nov-27 
4675333   MALIBU                 CA      90265    SFD      8.000      7.169   $4,109.09    360     1-Nov-27 
4675335   WARRENTON              VA      20187    PUD      7.875      7.140   $3,121.06    360     1-Nov-27 
4675337   BOUNTIFUL              UT      84010    SFD      7.750      7.111   $1,730.85    360     1-Oct-27 
4675338   WEST LINN              OR      97068    SFD      7.750      7.111   $1,805.36    360     1-Nov-27 
4675339   MCKINNEY               TX      75070    SFD      7.625      7.083   $1,834.61    360     1-Nov-27 
4675341   SIMI VALLEY            CA      93065    SFD      7.500      7.054   $2,321.40    360     1-Nov-27 
4675342   FLOWER MOUND           TX      75028    SFD      7.625      7.083   $2,661.31    360     1-Nov-27 
4675343   PINE                   CO      80470    SFD      7.625      7.083   $1,734.09    360     1-Nov-27 
4675345   SAN JOSE               CA      95136    SFD      7.750      7.111   $2,075.81    360     1-Nov-27 
4675346   SEATTLE                WA      98144    SFD      7.375      7.025   $1,740.51    360     1-Nov-27 
4675348   PORTLAND               OR      97225    SFD      8.000      7.169   $1,871.10    360     1-Nov-27 
4675349   LOS ANGELES            CA      90077    SFD      7.625      7.083   $2,901.96    360     1-Nov-27 
4675350   WOODINVILLE            WA      98072    SFD      8.000      7.169   $1,725.82    360     1-Nov-27 
4675351   SARATOGA               CA      95070    SFD      7.500      7.054   $3,496.08    360     1-Nov-27 
4675352   LYNNWOOD               WA      98037    SFD      7.750      7.111   $1,313.52    240     1-Oct-17 
4675353   BELLEVUE               WA      98008    SFD      7.625      7.083   $1,688.09    360     1-Nov-27 
4675354   LOS ANGELES            CA      90035    SFD      8.000      7.169   $3,485.39    360     1-Nov-27 
4675355   MENLO PARK             CA      94025    SFD      7.750      7.111   $3,352.81    360     1-Nov-27 
4675356   NEWCASTLE              WA      98059    SFD      7.500      7.054   $2,062.69    360     1-Nov-27 
4675357   THORNTON               CO      80241    SFD       750%      7.054    1566.24     360       46661  
4675358   SAN JUAN CAPISTRANO    CA      92675    SFD       750%      7.054    2561.93     360       46692  
4675360   MARIETTA               GA      30062    SFD       725%      6.984    1899.87     360       46692  
4675361   SAN JOSE               CA      95120    PUD       800%      7.169    2251.19     360       46692  
4675362   MANHATTAN BEACH        CA      90266    SFD       738%      7.025    3004.44     360       46692  
4675363   JULIAN                 CA      92036    SFD       800%      7.169    1761.04     360       46692  
4675365   YORBA LINDA            CA      92887    SFD       788%      7.140    1800.35     360       46692  
4675367   FREMONT                CA      94539    SFD       775%      7.111    4405.94     360       46692  
4675371   DEL MAR                CA      92014    PUD       763%      7.083    2123.39     360       46692  
4675372   MISSION VIEJO          CA      92692    SFD       775%      7.111    2098.73     360       46692  
4675373   ALBANY                 CA      94706    SFD       738%      7.025    2956.09     360       46692  
4675374   EDMONDS                WA      98020    SFD       825%      7.226    1818.07     360       46692  
4675376   VILLA PARK             CA      92861    SFD       763%      7.083    2746.24     360       46692  
4675378   SANTA CLARA            CA      95050    SFD       800%      7.169    1692.8      360       46692  
4675379   VANCOUVER              WA      98684    SFD       775%      7.111      768       360       46661  
4675381   SAN DIEGO              CA      92129    SFD       763%      7.083    1769.49     360       46692  
4675382   LOS ANGELES            CA      90272    SFD       800%      7.169    4255.84     360       46692  
4675384   ISSAQUAH               WA      98029    SFD       775%      7.111    1687.87     360       46661  
4675386   DULUTH                 GA      30097    SFD       775%      7.111    2935.86     360       46692  
4675387   LOS ALTOS              CA      94024    SFD       775%      7.111    2507.45     360       46692  
4675389   WOODINVILLE            WA      98072    SFD       725%      6.984    2728.71     360       46692  
4675391   MOUNTAIN VIEW          CA      94041    SFD       775%      7.111    1984.47     360       46692  
4675393   DELTONA                FL      32738    SFD       788%      7.140    435.05      360       46692  
4675394   WILSONVILLE            OR      97070    SFD       750%      7.054     1783       360       46661  
4675395   SAN JOSE               CA      95120    SFD       788%      7.140    2798.77     360       46692  
4675397   ATLANTA                GA      30328    SFD       725%      6.984    2728.71     360       46692  
4675398   BEND                   OR      97701    SFD       800%      7.169    2091.23     360       46692  
4675399   PLANTATION             FL      33324    SFD       775%      7.111    3121.77     360       46692  
4675400   EASTSOUND              WA      98245    SFD       775%      7.111    2579.09     360       46661  
4675402   BELLEVUE               WA      98006    SFD       788%      7.140    1834.43     360       46692  
4675404   LAFAYETTE              CA      94549    SFD       775%      7.111    1834.02     360       46692  
4675405   SEATTLE                WA      98102    LCO       738%      7.025    2762.71     360       46631  
4675408   CORAL GABLES           FL      33146    SFD       788%      7.140    2283.97     360       46692  
4675409   STONE MOUNTAIN         GA      30087    SFD       738%      7.025    1547.12     360       46692  
4675410   SNOHOMISH              WA      98290    SFD       763%      7.083    2151.7      360       46692  
4675412   BELLEVUE               WA      98008    SFD       763%      7.083    1238.64     360       46692  
4675413   FAIRFAX                VA      22031    SFD       725%      6.984    1698.62     360       46692  
4675414   GREELEY                CO      80634    SFD       775%      7.111    2865.65     360       46661  
4675415   FEDERAL WAY            WA      98023    SFD       763%      7.083    842.28      360       46600  
4675416   KENNESAW               GA      30101    SFD       763%      7.083    1094.96     360       46692  
4675417   WOODINVILLE            WA      98072    SFD       775%      7.111    2328.34     360       46661  
4675418   SEATTLE                WA      98103    SFD       788%      7.140    1957.69     360       46631  
4675421   BELLEVUE               WA      98006    SFD       750%      7.054    2629.05     360       46692  
4675423   BEAUFORT               SC      29902    SFD       775%      7.111    2686.55     360       46661  
4675424   ST GEORGE              UT      84790    SFD       788%      7.140    812.08      360       46661  
4675425   BATTLE GROUND          WA      98604    SFD       738%      7.025    1471.14     360       46692  
4675426   POWELL                 OH      43065    SFD       763%      7.083    1698.71     360       46692  
4675429   ATLANTA                GA      30319    SFD       750%      7.054    1641.76     360       46692  
4675430   MAPLE VALLEY           WA      98038    SFD       775%      7.111    3582.06     360       46661  
4675432   LAKE OSWEGO            OR      97034    SFD       775%      7.111    3761.16     360       46692  
4675434   WEST LINN              OR      97068    SFD       763%      7.083    3468.19     360       46692  
4675435   CASTLE ROCK            CO      80104    SFD       788%      7.140    1727.12     360       46661  
4675437   SALINAS                CA      93908    SFD       775%      7.111    2041.78     360       46692  
4675438   EL CAJON               CA      92021    SFD       788%      7.140     986.1      360       46692  
4675439   ENGLEWOOD              CO      80110    SFD       738%      7.025    3246.17     360       46692  
4675440   MOUNT PLEASANT         SC      29464    SFD       775%      7.111    2103.39     360       46661  
4675441   EDMONDS                WA      98020    SFD       763%      7.083    2548.06     360       46692  
4675444   EVERETT                WA      98208    SFD       850%      7.284    2023.01     360       46692  
4675447   BOTHELL                WA      98021    SFD       775%      7.111    1249.43     360       46661  
4675448   DURHAM                 NC      27705    SFD       775%      7.111    1566.8      360       46631  
4675449   MILL CREEK             WA      98012    SFD       750%      7.054    1843.13     360       46692  
4675453   SUNNYVALE              CA      94087    SFD       763%      7.083    2689.62     360       46692  
4675454   SEATTLE                WA      98116    SFD       800%      7.169    4531.74     360       46692  
4675456   SEATTLE                WA      98155    SFD       825%      7.226    2535.52     360       46692  
4675457   SAN DIEGO              CA      92130    SFD       763%      7.083    2254.33     360       46661  
4675458   AUSTIN                 TX      78746    SFD       738%      7.025    2241.24     360       46692  
4675459   VACAVILLE              CA      95687    SFD       788%      7.140    1421.14     360       46692  
4675460   BLOWING ROCK           NC      28605    LCO       813%      7.198    701.66      360       46661  
4675464   FAIRFAX                VA      22030    PUD       775%      7.111    1594.02     360       46692  
4675466   LAGUANA HILLS          CA      92653    SFD       813%      7.198    3136.31     360       46600  
4675469   AUSTIN                 TX      78733    SFD       788%      7.140    3771.09     360       46692  
4675470   SHEPHERDSVILLE         KY      40165    SFD       838%      7.255    418.04      360       46692  
4675471   ROUND ROCK             TX      78681    SFD       750%      7.054    990.79      360       46692  
4675473   AUSTIN                 TX      78746    SFD       788%      7.140    2143.31     360       46661  
4675474   RAMONA                 CA      92065    SFD       788%      7.140    2138.96     360       46661  
4675478   GEORGETOWN             SC      29440    SFD       738%      7.025     585.7      360       46692  
4675480   HOUSTON                TX      77019    SFD       800%      7.169    1697.2      360       46692  
4675481   VIENNA                 VA      22182    SFD       788%      7.140    2632.01     360       46692  
4675482   SAN MATEO              CA      94402    SFD       813%      7.198    1841.4      360       46692  
4675483   TEMECULA               CA      92590    SFD       838%      7.255    2280.22     360       46692  
4675486   LANDRUM                SC      29356    SFD       775%      7.111    1934.32     360       46692  
4675488   HUGHESVILLE            MD      20637    SFD       750%      7.054    2454.25     360       46692  
4675489   MORGAN HILL            CA      95037    SFD       800%      7.169    3301.95     360       46692  
4675491   DALLAS                 TX      75230    SFD       763%      7.083    1065.94     360       46692  
4675493   DOYLESTOWN             PA      18901    SFD       800%      7.169    1728.02     360       46692  
4675494   SAN DIEGO              CA      92109    LCO       775%      7.111    2063.27     360       46631  
4675496   HICKORY                NC      28601    SFD       775%      7.111    656.24      360       46692  
4675498   BERKELEY               CA      94704    SFD       750%      7.054    1566.25     360       46692  
4675499   DALLAS                 TX      85229    SFD       800%      7.169    1702.33     360       46692  
4675501   PLANO                  TX      75093    SFD       775%      7.111    2103.39     360       46692  
4675502   CHICAGO                IL      60633    SFD       800%      7.169    481.35      360       46692  
4675504   WALNUT CREEK           CA      94598    SFD       775%      7.111    2149.24     360       46692  
4675505   DALLAS                 TX      75248    SFD       788%      7.140     827.3      360       46692  
4675507   SUNNYVALE              CA      94087    SFD       725%      6.984    2701.42     360       46692  
4675508   SAINT BONIFACIUS       MN      55375    SFD       775%      7.111    1014.44     360       46692  
4675510   SOUTHLAKE              TX      76092    SFD       763%      7.083    2463.12     360       46692  
4675512   ARLINGTON              TX      76012    SFD       763%      7.083    1098.5      360       46600  
4675513   SANTA CRUZ             CA      95060    SFD       788%      7.140    1740.17     360       46692  
4675514   WAUCONDA               IL      60084    SFD       775%      7.111    1826.86     360       46692  
4675516   FARMINGTON HILLS       MI      48336    SFD       775%      7.111    578.51      360       46692  
4675521   SOUTHLAKE              TX      76092    SFD       725%      6.984    2584.08     360       46631  
4675522   ORINDA                 CA      94563    SFD       750%      7.054    1887.88     360       46692  
4675523   NEDERLAND              CO      80466    SFD       788%      7.140    1769.17     360       46692  
4675524   DOUBLE OAK             TX      75067    SFD       725%      6.984    856.82      360       46692  
4675527   BOULDER                CO      80302    SFD       788%      7.140    2001.2      360       46692  
4675528   LOS GATOS              CA      95032    SFD       775%      7.111    2349.84     360       46692  
4675529   BEDFORD                TX      76021    SFD       750%      7.054    548.18      360       46692  
4675530   WOODINVILLE            WA      98072    SFD       763%      7.083    1981.82     360       46661  
4675531   SAN ANTONIO            TX      78212    SFD       788%      7.140    537.54      300       44805  
4675532   SALT LAKE CITY         UT      84117    SFD       788%      7.140    1739.45     360       46661  
4675533   PITTSBURGH             PA      15227    SFD       788%      7.140    475.65      360       46692  
4675535   SAN FRANCISCO          CA      94115    SFD       750%      7.054    6992.15     360       46692  
4675536   SAN ANTONIO            TX      78249    SFD       750%      7.054    729.98      360       46692  
4675538   STEAMBOAT SPRINGS      CO      80477    SFD       763%      7.083    2017.22     360       46692  
4675540   AMHERST                OH      44001    SFD       788%      7.140    725.07      360       46692  
4675541   FAIR OAKS RANCH        TX      78015    SFD       738%      7.025    1640.35     360       46692  
4675542   WHEAT RIDGE            CO      80033    SFD       800%      7.169    945.09      360       46692  
4675543   TRUCKEE                CA      96161    SFD       775%      7.111    1616.23     360       46692  
4675544   COMMERCE               MI      48390    SFD       800%      7.169    569.41      360       46692  
4675545   SAN ANTONIO            TX      78248    SFD       775%      7.111    1791.03     360       46692  
4675546   MASON                  OH      45040    SFD       763%      7.083    1698.71     360       46692  
4675547   SAN JOSE               CA      95129    PUD       775%      7.111    1604.77     360       46692  
4675548   SCOTTSDALE             AZ      85260    SFD       775%      7.111    2228.04     360       46692  
4675549   HIGHLANDS RANCH        CO      80126    SFD       788%      7.140    1450.14     360       46692  
4675551   GROSSE POINTE PARK     MI      48230    SFD       738%      7.025    1623.09     360       46692  
4675552   RENO                   NV      89512    SFD       775%      7.111    1543.15     360       46692  
4675553   ENGLEWOOD              CO      80112    SFD       775%      7.111    1670.68     360       46692  
4675555   ALAMO                  CA      94507    SFD       800%      7.169    2348.05     360       46692  
4675556   COMMERCE               MI      48382    LCO       800%      7.169    1627.49     360       46692  
4675557   SACRAMENTO             CA      95864    SFD       775%      7.111    2865.65     360       46692  
4675558   DENVER                 CO      80211    SFD       750%      7.054    721.59      360       46661  
4675560   CHARLESTOWN            MA      02129    THS       763%      7.083    1698.71     360       46692  
4675561   DANVILLE               CA      94506    SFD       788%      7.140    1993.95     360       46692  
4675562   STOCKTON               CA      95212    SFD       750%      7.054    3496.07     360       46692  
4675563   NORTHAMPTON            MA      01060    SFD       775%      7.111    1705.07     360       46692  
4675564   RESCUE                 CA      95672    SFD       725%      6.984    2387.62     360       46692  
4675566   EDWARDS                CO      81632    SFD       788%      7.140    4118.4      360       46661  
4675568   BELLEVUE               WA      98004    LCO       788%      7.140    1885.18     360       46631  
4675569   CARMEL                 CA      93921    SFD       775%      7.111    1733.72     360       46692  
4675571   CHILMARK               MA      02535    SFD       800%      7.169    1816.07     360       46692  
4675573   FOLSOM                 CA      95630    SFD       763%      7.083    1593.6      360       46692  
4675574   WILLIAMSTON            SC      29697    SFD       738%      7.025    2175.63     360       46661  
4675576   ELK GROVE              CA      95624    SFD       800%      7.169    2464.72     360       46692  
4675579   BOULDER                CO      80302    SFD       763%      7.083    3114.3      360       46692  
4675581   SPRINGVILLE            UT      84664    SFD       813%      7.198    1076.63     360       46692  
4675582   ASPEN                  CO      81611    LCO       775%      7.111    1891.33     360       46661  
4675584   GRANITE BAY            CA      95746    SFD       700%      6.734    2262.03     360       46692  
4675586   PIEDMONT               SC      29673    SFD       813%      7.198    1436.74     360       46661  
4675587   ENCINITAS              CA      92024    SFD       775%      7.111    3582.07     360       46631  
4675588   BAILEY                 CO      80421    SFD       788%      7.140     962.9      360       46692  
4675589   INCLINE VILLAGE        NV      89450    SFD       763%      7.083    3185.07     360       46692  
4675593   LIBERTY                UT      84310    SFD       788%      7.140    435.04      360       46631  
4675595   LIBERTY                UT      84310    SFD       750%      7.054    2146.59     360       46631  
4675598   VENTURA                CA      93001    SFD       775%      7.111    1919.98     360       46692  
4675599   SALT LAKE CITY         UT      84106    SFD       788%      7.140    1109.36     360       46692  
4675600   MOUNTAIN SPRINGS       NV      89124    SFD       788%      7.140    2066.45     360       46661  
4675601   DENVER                 CO      80221    SFD       800%      7.169    618.93      360       46631  
4675602   PAYSON                 UT      84651    SFD       788%      7.140    1870.68     360       46692  
4675603   EVERGREEN              CO      80439    SFD       775%      7.111    2292.52     360       46692  
4675604   PORTLAND               OR      97231    SFD       775%      7.111    2256.7      360       46631  
4675607   CARDIFF                CA      92007    SFD       788%      7.140    1820.65     360       46692  
4675611   SALT LAKE CITY         UT      84124    SFD       788%      7.140    870.08      360       46631  
4675612   SAUGUS                 CA      91350    SFD       775%      7.111    1915.69     360       46661  
4675615   FRANKLIN               TN      37064    SFD       763%      7.083    1472.22     360       46692  
4675618   RENO                   NV      89511    SFD       788%      7.140    3016.29     360       46661  
4675619   SAUGUS                 CA      91350    SFD       763%      7.083    1804.17     360       46692  
4675623   SAN DIEGO              CA      92123    LCO       763%      7.083    1670.75     360       46692  
4675624   SAUGUS                 CA      91350    SFD       763%      7.083    1661.9      360       46692  
4675626   SEVIERVILLE            TN      37876    SFD       800%      7.169    917.21      360       46692  
4675628   THOUSAND OAKS          CA      91362    SFD       750%      7.054    2237.49     360       46661  
4675629   CHARLOTTE              NC      28203    SFD       750%      7.054    1887.88     360       46692  
4675630   SNOHOMISH              WA      98296    SFD       775%      7.111    2602.01     360       46661  
4675631   AGOURA HILLS           CA      91301    SFD       738%      7.025    3715.83     360       46692  
4675635   SAN FRANCISCO          CA      94116    SFD       750%      7.054    4419.04     360       46692  
4675636   BELMONT                NC      28012    SFD       763%      7.083    2144.62     360       46661  
4675638   OJAI                   CA      93023    SFD       763%      7.083    2689.62     360       46692  
4675639   SALT LAKE CITY         UT      84121    SFD       750%      7.054    2447.26     360       46692  
4675640   SAN RAMON              CA      94583    SFD       750%      7.054    1678.12     360       46600  
4675644   POULSBO                WA      98370    SFD       750%      7.054    2622.05     360       46661  
4675645   DESTIN                 FL      32541    SFD       775%      7.111    4814.3      360       46692  
4675646   WALNUT CREEK           CA      94598    SFD       813%      7.198    2969.99     360       46661  
4675647   DENVER                 CO      80228    SFD       763%      7.083    1755.33     360       46692  
4675648   TRAVELERS REST         SC      29690    SFD       800%      7.169    410.91      360       46692  
4675651   PARADISE VALLEY        AZ      85253    SFD       800%      7.169    2113.25     360       46692  
4675653   REDWOOD CITY           CA      94061    SFD       775%      7.111    2650.73     360       46600  
4675654   MOUNTAIN VIEW          CA      94040    SFD       788%      7.140    2218.72     360       46692  
4675655   LOS ALTOS              CA      94024    SFD       838%      7.255    3572.34     360       46631  
4675656   PHOENIX                AZ      85048    SFD       763%      7.083    1981.83     360       46692  
4675659   MURRELLS INLET         SC      29576    SFD       788%      7.140    2045.43     360       46692  
4675662   STOCKTON               CA      95219    SFD       763%      7.083    2236.63     360       46661  
4675663   PALO ALTO              CA      94303    SFD       750%      7.054    2992.64     360       46631  
4675664   GREENSBORO             NC      27455    SFD       800%      7.169    1987.77     360       46661  
4675668   SAN JOSE               CA      95120    SFD       788%      7.140    2175.21     360       46600  
4675669   SANTA FE               NM      87505    SFD       788%      7.140    1595.16     360       46692  
4675670   GREER                  SC      29651    SFD       788%      7.140    1087.61     360       46692  
4675671   BURLINGAME             CA      94010    SFD       775%      7.111    3367.14     360       46692  
4675676   WOODINVILLE            WA      98072    SFD       788%      7.140    2015.7      360       46692  
4675677   LOS ALTOS              CA      94024    SFD       725%      6.984    2026.07     360       46631  
4675679   COLVILLE               WA      99114    SFD       775%      7.111    1133.01     360       46692  
4675680   WILMINGTON             NC      28405    SFD       838%      7.255    311.63      360       46692  
4675681   SAN JOSE               CA      95138    SFD       788%      7.140    3117.8      360       46631  
4675683   PORTLAND               OR      97212    SFD       750%      7.054    1146.72     360       46631  
4675684   LITTLETON              CO      80125    SFD       788%      7.140    1815.58     360       46692  
4675685   FOSTER CITY            CA      94404    SFD       800%      7.169    3133.18     360       46692  
4675687   WILSONVILLE            OR      97070    SFD       750%      7.054    2071.43     360       46631  
4675688   FLAT ROCK              NC      28731    SFD       825%      7.226    3756.34     360       46692  
4675692   LA JOLLA               CA      92037    HCO       738%      7.025    3840.16     360       46692  
4675693   DEL MAR                CA      92014    SFD       825%      7.226    4140.99     360       46692  
4675694   SAN JOSE               CA      95129    SFD       788%      7.140    2113.58     360       46692  
4675695   MENLO PARK             CA      94025    SFD       800%      7.169    2795.65     360       46661  
4675696   PLEASANT GROVE         UT      84062    SFD       800%      7.169    1074.24     360       46692  
4675697   LANGLEY                WA      98260    SFD       738%      7.025    3038.98     360       46631  
4675699   SAN DIEGO              CA      92121    SFD       750%      7.054    1839.64     360       46692  
4675703   SEATTLE                WA      98115    SFD       775%      7.111    2292.52     360       46661  
4675704   SAN JOSE               CA      95120    SFD       800%      7.169    1885.78     360       46692  
4675705   HIGLEY                 AZ      85236    SFD       738%      7.025    1298.47     360       46692  
4675706   WAXHAW                 NC      28173    SFD       750%      7.054    1608.2      360       46692  
4675707   SUNNYVALE              CA      94086    SFD       800%      7.169    2054.55     360       46631  
4675709   CARLSBAD               CA      92009    SFD       775%      7.111    2192.23     360       46692  
4675711   OLYMPIA                WA      98501    SFD       750%      7.054    2326.99     360       46661  
4675712   PARK CITY              UT      84060    SFD       775%      7.111    1002.98     360       46692  
4675713   SAN JOSE               CA      95125    SFD       763%      7.083    1981.83     360       46692  
4675716   LAFAYETTE              CA      94549    SFD       775%      7.111    4133.7      360       46692  
4675717   GILBERT                AZ      85234    SFD       800%      7.169    851.17      360       46692  
4675718   NESKOWIN               OR      97149    SFD       813%      7.198    816.75      360       46692  
4675719   REDWOOD CITY           CA      94062    SFD       725%      6.984    1855.52     360       46692  
4675720   SAN DIEGO              CA      92131    SFD       750%      7.054    1875.3      360       46692  
4675721   MONTEREY               CA      93940    SFD       750%      7.054    1957.81     360       46631  
4675722   CORONADO               CA      92118    SFD       788%      7.140    2291.22     360       46692  
4675726   SALEM                  OR      97302    SFD       813%      7.198    714.29      360       46661  
4675727   BURLINGTON             NC      27215    SFD       788%      7.140    295.83      360       46692  
4675728   SUNNYVALE              CA      94086    SFD       788%      7.140    1918.9      360       46692  
4675729   MILL VALLEY            CA      94941    SFD       775%      7.111    3345.65     360       46692  
4675730   SAN DIEGO              CA      92131    SFD       750%      7.054    1664.14     360       46692  
4675731   POWAY                  CA      92064    SFD       775%      7.111    1834.02     360       46692  
4675734   SEATTLE                WA      98116    SFD       788%      7.140    1740.17     360       46692  
4675735   RANCHO CUCAMONGA       CA      91701    SFD       800%      7.169    1181.37     360       46692  
4675736   RENO                   NV      89509    SFD       775%      7.111    1604.77     360       46692  
4675739   SAN DIEGO              CA      92131    SFD       725%      6.984    2955.87     360       46692  
4675741   SAN JOSE               CA      95119    SFD       813%      7.198    1715.17     360       46692  
4675743   SAN DIEGO              CA      92101    LCO       775%      7.111    1755.22     360       46661  
4675745   SAN JOSE               CA      95118    SFD       763%      7.083    1755.33     360       46692  
4675746   WEST JORDAN            UT      84084    SFD       775%      7.111    647.64      360       46692  
4675748   ALBUQUERQUE            NM      87122    SFD       775%      7.111    2471.63     360       46661  
4675750   FREMONT                CA      94538    SFD       775%      7.111    1762.38     360       46692  
4675751   SALT LAKE CITY         UT      84107    SFD       788%      7.140    696.07      360       46692  
4675753   YAMHILL                OR      97148    SFD       863%      7.313    2068.93     360       46661  
4675754   PARADISE VALLEY        AZ      85253    SFD       788%      7.140    2472.49     360       46631  
4675755   HILTON HEAD ISLAND     SC      29928    LCO       788%      7.140    406.04      360       46692  
4675756   SALT LAKE CITY         UT      84105    SFD       788%      7.140    1827.18     360       46692  
4675758   SAN JOSE               CA      95126    SFD       838%      7.255    2251.72     360       46692  
4675760   FOSTER CITY            CA      94404    SFD       763%      7.083    2456.05     360       46692  
4675764   HENDERSON              NV      89014    SFD       813%      7.198    1826.55     360       46661  
4675767   COLORADO SPRING        CO      80906    SFD       738%      7.025    2784.81     360       46692  
4675769   RALEIGH                NC      27612    SFD       750%      7.054    2097.65     360       46692  
4675770   VERDI                  NV      89439    SFD       800%      7.169    4127.43     360       46692  
4675771   PORTLAND               OR      97215    SFD       788%      7.140     986.1      360       46692  
4675772   ST GEORGE              UT      84790    SFD       763%      7.083    1234.4      360       46692  
4675774   SCOTTSDALE             AZ      85255    SFD       800%      7.169    2932.13     360       46692  
4675775   PALO ALTO              CA      94301    SFD       750%      7.054    4474.98     360       46692  
4675776   HILTON HEAD            SC      29928    LCO       800%      7.169    880.52      360       46692  
4675778   LITTLETON              CO      80124    SFD       750%      7.054    1817.96     360       46692  
4675779   LOS GATOS              CA      95032    SFD       775%      7.111    4656.68     360       46692  
4675780   DANVILLE               CA      94526    SFD       775%      7.111    2552.22     360       46692  
4675782   RALEIGH                NC      27615    SFD       763%      7.083    2624.5      360       46692  
4675783   TUCSON                 AZ      85718    SFD       763%      7.083    3680.53     360       46692  
4675785   HAMILTON               MT      59840    SFD       800%      7.169    2083.9      360       46692  
4675786   DANVILLE               CA      94526    SFD       738%      7.025    1864.83     360       46692  
4675788   ESCONDIDO              CA      92029    SFD       775%      7.111    1623.04     360       46661  
4675789   SALT LAKE CITY         UT      84117    SFD       775%      7.111    2435.81     360       46692  
4675790   SANTA FE               NM      87501    SFD       838%      7.255    1976.19     360       46692  
4675791   WILMINGTON             NC      28405    SFD       763%      7.083    1106.99     360       46692  
4675792   CLAYTON                CA      94517    SFD       688%      6.609    1802.62     360       46692  
4675793   OREM                   UT      84058    SFD       750%      7.054    1845.93     360       46692  
4675795   MONROE                 NC      28110    SFD       788%      7.140    841.09      360       46692  
4675796   SANTA FE               NM      87505    SFD       700%      6.734    1796.32     360       46692  
4675797   SAN JOSE               CA      95120    SFD       750%      7.054    2188.9      360       46692  
4675798   HARRISBURG             NC      28075    SFD       863%      7.313    883.57      360       46692  
4675800   LAGUNA NIGUEL          CA      92677    SFD       763%      7.083    2477.28     360       46661  
4675802   BURLINGAME             CA      94010    SFD       763%      7.083    3149.69     360       46692  
4675804   EL PASO                TX      79912    SFD       788%      7.140    2430.8      360       46692  
4675805   WOODINVILLE            WA      98072    SFD       775%      7.111    1687.87     360       46661  
4675808   CHARLOTTE              NC      28270    SFD       800%      7.169    1027.28     360       46692  
4675810   SANTA CRUZ             CA      95062    SFD       750%      7.054    2153.59     360       46692  
4675811   NASHVILLE              TN      37206    SFD       838%      7.255    899.17      360       46692  
4675812   SNOHOMISH              WA      98296    SFD       763%      7.083    2063.58     360       46692  
4675813   SAN FRANCISCO          CA      94127    SFD       788%      7.140    2842.28     360       46692  
4675814   PALOS VERDES ESTATES   CA      90274    SFD       775%      7.111    2805.48     360       46692  
4675816   GREENVILLE             SC      29609    SFD       813%      7.198    439.56      360       46692  
4675817   WOODINVILLE            WA      98072    SFD       788%      7.140    1839.14     360       46692  
4675818   SCOTTSDALE             AZ      85250    SFD       800%      7.169    2775.47     360       46661  
4675819   DALLAS                 TX      75230    SFD       825%      7.226    4267.2      360       46692  
4675820   SAN DIEGO              CA      92106    SFD       763%      7.083    1579.8      360       46692  
4675821   CHARLOTTE              NC      28277    SFD       838%      7.255    2217.52     360       46692  
4675824   FEDERAL WAY            WA      98023    SFD       800%      7.169    1860.83     360       46692  
4675826   FRIENDSWOOD            TX      77546    SFD       875%      7.341    6627.96     360       46631  
4675828   CUPERTINO              CA      95014    SFD       813%      7.198    1989.9      360       46692  
4675830   BERTHOUD               CO      80513    SFD       788%      7.140    2175.21     360       46692  
4675833   SEATTLE                WA      98112    SFD       788%      7.140    2900.28     360       46692  
4675836   EDMOND                 OK      73013    SFD       875%      7.341    1199.72     360       46539  
4675837   SEATTLE                WA      98133    SFD       788%      7.140    1107.55     360       46692  
4675839   SAN JOSE               CA      95125    SFD       763%      7.083    4600.66     360       46661  
4675840   WEST LINN              OR      97068    SFD       750%      7.054    1786.85     360       46692  
4675841   ENCINITAS              CA      92024    SFD       800%      7.169    5289.71     360       46692  
4675842   SCOTTSDALE             AZ      85255    SFD       788%      7.140    1711.17     360       46692  
4675846   NORDLAND               WA      98358    SFD       750%      7.054    1561.35     360       46692  
4675848   SNOHOMISH              WA      98296    SFD       775%      7.111    1604.05     360       46661  
4675850   SAN RAFAEL             CA      94903    SFD       813%      7.198    1930.5      360       46692  
4675851   THE WOODLANDS          TX      77380    SFD       750%      7.054    3237.36     360       46692  
4675852   BELLEVUE               WA      98006    SFD       750%      7.054    2473.13     360       46692  
4675853   WAYLAND                MA      01778    SFD       763%      7.083    3737.16     360       46692  
4675854   POWAY                  CA      92064    SFD       788%      7.140    2849.53     360       46661  
4675855   SALT LAKE CITY         UT      84121    SFD       788%      7.140    2247.72     360       46661  
4675857   SAN FRANCISCO          CA      94118    SFD       788%      7.140    2526.87     360       46631  
4675858   NEEDHAM                MA      02192    SFD       800%      7.169    1650.98     360       46692  
4675860   CAPITOLA               CA      95010    SFD       750%      7.054    2716.45     360       46692  
4675862   OAK CREEK              CO      80467    SFD       813%      7.198    939.26      360       46661  
4675863   CHELMSFORD             MA      01824    SFD       825%      7.226    1352.28     360       46661  
4675865   SOUTHBOROUGH           MA      01772    SFD       775%      7.111    1934.32     360       46692  
4675867   NEDERLAND              CO      80466    SFD       750%      7.054    2622.06     360       46631  
4675868   REHOBOTH               MA      02769    SFD       788%      7.140    1856.18     360       46661  
4675869   WATERTOWN              MA      02172    SFD       775%      7.111    1834.02     360       46692  
4675871   SALT LAKE CITY         UT      84120    SFD       788%      7.140    719.27      360       46692  
4675875   TRAVERSE CITY          MI      49684    SFD       788%      7.140    1087.6      360       46692  
4675876   WELLESLEY              MA      02181    SFD       788%      7.140    2080.95     360       46631  
4675877   PHOENIX                AZ      85048    PUD       788%      7.140    2316.6      360       46692  
4675879   ORINDA                 CA      94563    SFD       775%      7.111    4656.68     360       46692  
4675881   BEVERLY                MA      01915    SFD       825%      7.226    1840.61     360       46661  
4675883   SCOTTSDALE             AZ      85260    SFD       788%      7.140    2801.67     360       46692  
4675884   SNOWMASS VILLAGE       CO      81615    SFD       788%      7.140    4350.42     360       46661  
4675887   WEST NEWBURY           MA      01985    SFD       775%      7.111    3019.68     360       46692  
4675888   CHANDLER               AZ      85248    SFD       788%      7.140    3190.31     360       46692  
4675889   KAYSVILLE              UT      84037    SFD       800%      7.169    1138.81     360       46692  
4675890   AUBURN                 CA      95602    SFD       775%      7.111    1619.1      360       46692  
4675893   FORT COLLINS           CO      80525    SFD       788%      7.140    655.47      360       46661  
4675895   TUCSON                 AZ      85704    PUD       788%      7.140    881.69      360       46692  
4675896   DURHAM                 NH      03824    SFD       800%      7.169    1920.47     240       43040  
4675897   SHAFTSBURY             VT      05262    SFD       800%      7.169    575.28      360       46661  
4675899   PLEASANTON             CA      94566    SFD       813%      7.198    4449.05     360       46661  
4675900   BEVERLY                MA      01915    SFD       825%      7.226    991.68      360       46661  
4675902   CAMBRIDGE              MA      02138    LCO       788%      7.140    2269.47     360       46692  
4675904   CUPERTINO              CA      95014    SFD       788%      7.140    2175.21     360       46661  
4675907   WHITE LAKE             MI      48383    SFD       825%      7.226    871.47      360       46692  
4675909   BOSTON                 MA      02116    LCO       813%      7.198    1648.35     360       46692  
4675910   PHOENIX                AZ      85014    PUD       775%      7.111    733.61      360       46661  
4675911   DETROIT                MI      48224    SFD       825%      7.226    366.62      360       46692  
4675912   JOHNSTON               RI      02919    SFD       800%      7.169    733.77      360       46692  
4675913   SCOTTSDALE             AZ      85260    SFD       800%      7.169    2744.28     360       46692  
4675916   WALNUT CREEK           CA      94596    SFD       800%      7.169    2428.77     360       46692  
4675918   GLOUCESTER             MA      01930    MF2       813%      7.198    2162.16     360       46661  
4675919   GENOA TWP              MI      48116    SFD       800%      7.169    780.73      360       46692  
4675920   ESPANOLA               NM      87532    SFD       775%      7.111    886.62      240       43040  
4675923   REDWOOD CITY           CA      94061    SFD       750%      7.054    1907.46     360       46661  
4675924   MESA                   AZ      85207    SFD       763%      7.083    1879.2      360       46692  
4675925   SALT LAKE CITY         UT      84117    SFD       813%      7.198    1336.5      360       46692  
4675926   HOLLAND                MI      49423    SFD       850%      7.284    522.87      360       46692  
4675928   EASTON                 MA      02356    LCO       850%      7.284    688.95      360       46661  
4675929   PARADISE VALLEY        AZ      85253    SFD       838%      7.255    1890.3      360       46692  
4675932   GRAFTON                OH      44044    SFD       763%      7.083    743.19      360       46692  
4675933   PROVO                  UT      84601    SFD       788%      7.140    817.88      360       46661  
4675935   BURLINGTON             MA      01803    SFD       813%      7.198    1593.4      360       46661  
4675936   LOS ALTOS              CA      94588    SFD       813%      7.198    2465.1      360       46661  
4675938   LOVELAND               CO      80537    SFD       775%      7.111    1028.06     360       46692  
4675939   TRENTON                MI      48183    SFD       825%      7.226    492.84      360       46692  
4675940   TUCSON                 AZ      85745    SFD       825%      7.226    1084.83     360       46692  
4675941   LEXINGTON              MA      02173    MF2       738%      7.025    2348.3      360       46692  
4675942   WHITE LAKE TOWNSHIP    MI      48386    SFD       825%      7.226    728.73      360       46692  
4675944   PHOENIX                AZ      85027    SFD       813%      7.198    1663.2      360       46692  
4675946   PLEASANTON             CA      94588    SFD       813%      7.198    1937.92     360       46692  
4675947   OAKLAND TWP            MI      48306    SFD       813%      7.198    2355.21     360       46692  
4675949   COLORADO SPRINGS       CO      80919    SFD       775%      7.111    1604.77     360       46692  
4675950   NEWTON                 MA      02159    SFD       838%      7.255    1769.07     360       46661  
4675951   SCOTTSDALE             AZ      85254    SFD       800%      7.169    887.86      360       46692  
4675952   HINGHAM                MA      02043    SFD       763%      7.083    1627.93     360       46692  
4675953   DENVER                 CO      80231    SFD       763%      7.083    1458.76     360       46692  
4675954   WEBSTER TOWNSHIP       MI      48130    SFD       825%      7.226     1782       360       46692  
4675955   AMESBURY               MA      01913    SFD       800%      7.169    1027.28     360       46692  
4675956   SANTA FE               NM      87501    SFD       788%      7.140    453.17      360       46692  
4675957   LAFAYETTE              CO      80026    SFD       800%      7.169    2560.84     360       46692  
4675959   BELMONT                CA      94002    SFD       775%      7.111    1753.78     360       46692  
4675960   BELLINGHAM             MA      02019    SFD       813%      7.198    1051.38     360       46661  
4675961   PHOENIX                AZ      85022    SFD       750%      7.054    671.25      360       46692  
4675962   PARK CITY              UT      84098    SFD       788%      7.140    2526.87     360       46692  
4675963   MONROE                 OH      45050    SFD       800%      7.169    748.44      360       46692  
4675968   SANTA FE               NM      87505    SFD       763%      7.083    1344.81     360       46692  
4675969   LONGMONT               CO      80503    SFD       800%      7.169    4167.79     360       46692  
4675970   WEST NEWBURY           MA      01985    SFD       788%      7.140    2049.05     360       46692  
4675972   PARKER                 CO      80134    SFD       800%      7.169    1029.11     360       46692  
4675973   BURLINGTON             VT      05401    SFD       763%      7.083    2282.64     360       46692  
4675975   SANTA FE               NM      87505    SFD       763%      7.083     781.4      360       46692  
4675976   SPANISH FORK           UT      84660    SFD       763%      7.083    996.58      360       46692  
4675978   PHOENIX                AZ      85018    SFD       788%      7.140    1719.87     360       46692  
4675980   SHELBY TOWNSHIP        MI      48317    LCO       800%      7.169    558.03      360       46692  
4675982   PARADISE VALLEY        AZ      85253    SFD       763%      7.083    3397.41     360       46692  
4675983   TROY                   MI      48098    PUD       825%      7.226    1990.86     360       46692  
4675985   HARRISON TWP           MI      48045    SFD       775%      7.111    1031.64     360       46692  
4675986   SUN LAKES              AZ      85248    SFD       750%      7.054    1567.64     360       46692  
4675990   GLENDALE               AZ      85308    SFD       825%      7.226    781.32      360       46692  
4675993   KINGMAN                AZ      86401    SFD       788%      7.140    866.46      360       46692  
4675996   MURRIETA               CA      92562    SFD       775%      7.111    2895.03     360       46692  
4675997   MADISON HEIGHTS        MI      48071    SFD       813%      7.198    530.89      360       46692  
4675998   SCOTTSDALE             AZ      85262    SFD       775%      7.111    2521.78     360       46692  
4676001   TUCSON                 AZ      85715    SFD       788%      7.140    2697.26     360       46692  
4676004   SHAWNEE                OK      74801    SFD       813%      7.198    1664.68     360       46692  
4676005   CLAREMORE              OK      74017    SFD       813%      7.198    367.54      360       46661  
4676007   SANTA FE               NM      87505    SFD       788%      7.140     942.6      360       46692  
4676009   GOODYEAR               AZ      85338    SFD       775%      7.111    1418.5      360       46692  
4676012   PARADISE VALLEY        AZ      85253    SFD       775%      7.111    4656.68     360       46692  
4676013   DETROIT                MI      48206    SFD       850%      7.284    403.68      360       46692  
4676018   BIXBY                  OK      74008    SFD       850%      7.284    2710.42     360       46692  
4676019   FERNDALE               MI      48220    SFD       788%      7.140    533.66      360       46692  
4676022   STANFIELD              NC      28163    SFD       825%      7.226     946.6      360       46692  
4676023   OKLAHOMA CITY          OK      73118    SFD       888%      7.370    397.03      360       46661  
4676024   GREGORY                MI      48137    SFD       825%      7.226    781.32      360       46692  
4676027   MUSKOGEE               OK      74403    SFD       813%      7.198    699.43      360       46692  
4676028   PLYMOUTH               MI      48170    LCO       813%      7.198    1670.62     360       46692  
4676030   SAN ANTONIO            TX      78259    SFD       788%      7.140    1625.61     360       46661  
4676034   ROUND ROCK             TX      78664    SFD       788%      7.140    1397.21     360       46692  
4676037   KELLYVILLE             OK      74039    SFD       838%      7.255    813.28      360       46692  
4676038   BALLWIN                MO      63021    SFD       763%      7.083    1880.61     360       46692  
4676039   LOS GATOS              CA      95032    SFD       800%      7.169    2201.3      360       46661  
4676040   NORTHBROOK             IL      60062    SFD       838%      7.255    3606.55     360       46631  
4676042   CREVE COEUR            MO      63141    SFD       825%      7.226    6244.53     360       46631  
4676044   EDEN PRAIRIE           MN      55346    SFD       788%      7.140    1901.13     360       46600  
4676046   NATCHITOCHES           LA      71457    SFD       788%      7.140     942.6      360       46692  
4676049   DANVILLE               CA      94506    SFD       775%      7.111    5453.69     360       46692  
4676059   MOORESVILLE            NC      28115    SFD       800%      7.169    1592.27     360       46692  
4676063   BURNSVILLE             MN      55306    SFD       788%      7.140    775.83      360       46631  
4676065   SAN FRANCISCO          CA      94109    HCO       838%      7.255    1945.79     360       46692  
4676068   GREENVILLE             SC      29601    SFD       763%      7.083    1698.71     360       46631  
4676070   CHICAGO                IL      60631    SFD       788%      7.140    1902.59     360       46631  
4676071   PHOENIX                AZ      85016    SFD       763%      7.083    2264.94     360       46692  
4676073   LOS GATOS              CA      95032    SFD       825%      7.226    3545.98     360       46692  
4676079   LOS ALTOS              CA      94022    SFD       775%      7.111    3496.1      360       46661  
4676083   EVANSTON               IL      60201    SFD       813%      7.198    1848.82     360       46692  
4676084   PARADISE VALLEY        AZ      85253    SFD       763%      7.083    3362.03     360       46692  
4676085   LAGUNA HILLS           CA      92653    SFD       825%      7.226    2404.06     360       46692  
4676089   SOQUEL                 CA      95073    SFD       813%      7.198    2040.02     360       46692  
4676093   SAINT CHARLES          MO      63301    SFD       813%      7.198     861.3      360       46692  
4676095   SANTA CLARA            CA      95050    SFD       813%      7.198    1765.66     360       46692  
4676096   PLYMOUTH               MN      55446    SFD       788%      7.140    3335.32     360       46692  
4676097   MENLO PARK             CA      94025    SFD       750%      7.054    1671.13     360       46661  
4676098   SAN DIEGO              CA      92037    SFD       788%      7.140    4060.39     360       46692  
4676101   KIRKLAND               WA      98033    LCO       800%      7.169    692.67      360       46600  
4676104   CARPINTERIA            CA      93013    SFD       813%      7.198    2019.6      360       46692  
4676106   SAN DIEGO              CA      92122    SFD       825%      7.226    2253.8      360       46692  
4676107   CHICAGO                IL      60656    SFD       763%      7.083    1874.24     360       46692  
4676109   SEATTLE                WA      98144    SFD       813%      7.198    2242.34     360       46661  
4676111   LEAWOOD                KS      66209    SFD       763%      7.083    1802.05     360       46692  
4676113   SAN FRANCISCO          CA      94114    SFD       775%      7.111    2951.62     360       46692  
4676116   ANDOVER                MN      55304    SFD       813%      7.198     1782       360       46661  
4676118   MILL CREEK             WA      98012    SFD       775%      7.111    2202.61     360       46661  
4676119   SAINT LOUIS            MO      63105    SFD       763%      7.083    4423.72     360       46692  
4676123   LAS CRUCES             NM      88011    SFD       788%      7.140    1584.28     360       46631  
4676125   COLUMBIA               MO      65202    SFD       788%      7.140    519.15      360       46692  
4676127   COOPER CITY            FL      33024    SFD       800%      7.169    2076.56     360       46631  
4676130   LONG LAKE              MN      55356    SFD       788%      7.140    2882.16     360       46692  
4676131   SAINT AUGUSTINE        FL      32084    SFD       800%      7.169    1614.29     360       46692  
4676132   PRIOR LAKE             MN      55372    SFD       750%      7.054    2538.15     360       46692  
4676135   WINTER PARK            FL      32792    SFD       800%      7.169    1467.53     360       46692  
4676141   DELAND                 FL      32720    SFD       800%      7.169    237.74      360       46661  
4676143   FESTUS                 MO      63028    SFD       838%      7.255    1702.56     360       46692  
4676146   ORLANDO                FL      32832    SFD       838%      7.255    1026.1      360       46692  
4676147   BUFFALO GROVE          IL      60089    SFD       850%      7.284    2191.41     360       46692  
4676149   JACKSONVILLE           FL      32207    SFD       788%      7.140    1687.24     360       46692  
4676150   SAINT PAUL             MN      55119    SFD       825%      7.226    534.91      360       46692  
4676153   WEST BLOOMFIELD        MI      48322    SFD       825%      7.226    2324.79     360       46692  
4676156   MAITLAND               FL      32751    SFD       775%      7.111    1530.26     360       46661  
4676159   WESTFIELD              OH      44273    SFD       825%      7.226    2704.56     360       46661  
4676161   ELBERTA                AL      36530    SFD       838%      7.255    1132.51     360       46692  
4676163   GRAND BLANC            MI      48439    SFD       775%      7.111    1898.5      360       46692  
4676165   PINSON                 AL      35126    SFD       838%      7.255    418.04      360       46692  
4676166   CINCINNATI             OH      45238    SFD       825%      7.226    416.96      360       46661  
4676173   MC KEAN                PA      16426    SFD       800%      7.169    880.52      360       46661  
4676175   OXFORD                 OH      45056    SFD       788%      7.140    2204.22     360       46661  
4676180   THE PLAINS             OH      45780    SFD       825%      7.226    1994.62     360       46692  
4676184   ROYAL OAK              MI      48067    SFD       775%      7.111    1470.08     360       46631  
4676191   DOUSMAN                WI      53118    SFD       763%      7.083    1815.5      360       46692  
4676199   MADISON                MS      39110    SFD       750%      7.054    4544.9      360       46692  
4676200   TRABUCO CANYON AREA    CA      92679    SFD       813%      7.198    2338.54     240       42917  
4676203   YPSILANTI              MI      48197    SFD       813%      7.198    1425.6      360       46661  
4676205   WASHINGTON             DC      20016    SFD       763%      7.083    1911.05     360       46692  
4676206   FALLS CHURCH           VA      22042    SFD       750%      7.054    2363.35     360       46692  
4676209   ELYRIA                 OH      44035    SFD       763%      7.083    471.69      240       43040  
4676211   BEAVER CREEK           OH      45434    SFD       800%      7.169    933.35      360       46661  
4676212   HAMBURG TOWNSHIP       MI      48169    SFD       775%      7.111    773.73      360       46661  
4676215   BLOOMFIELD             MI      48302    LCO       863%      7.313    1477.8      360       46661  
4676216   HUNTINGTON BEACH       CA      92646    SFD       775%      7.111    1788.89     360       46692  
4676218   HERMOSA BEACH          CA      90254    LCO       763%      7.083    3085.99     360       46631  
4676220   SANTA BARBARA          CA      93108    SFD       825%      7.226    3756.34     360       46692  
4676222   ARLINGTON              VA      22209    PUD       788%      7.140    2331.83     360       46692  
4676225   DEERFIELD TWP          MI        `      SFD       825%      7.226    1002.94     360       46692  
4676228   MANHATTAN BEACH        CA      90266    SFD       750%      7.054    2461.24     360       46692  
4676229   VALENCIA               CA      91354    PUD       775%      7.111    2086.2      360       46692  
4676230   NOVELTY                OH      44072    SFD       813%      7.198    2316.6      360       46661  
4676231   TUSTIN                 CA      92780    SFD       800%      7.169    2988.63     360       46661  
4676233   HUNTINGTON BEACH       CA      92646    SFD       775%      7.111    1094.32     360       46692  
4676237   LOS ANGELES            CA      90049    LCO       775%      7.111    2443.69     360       46692  
4676239   ORANGE                 CA      92869    SFD       813%      7.198    1774.57     360       46631  
4676240   LOS ANGELES            CA      90024    SFD       788%      7.140    2610.25     360       46692  
4676241   COMMERCE TOWNSHIP      MI      48382    SFD       838%      7.255    330.64      360       46692  
4676242   COCKEYSVILLE           MD      21030    SFD       788%      7.140    2893.03     360       46692  
4676246   CHIPPEWA LAKE          OH      44215    SFD       775%      7.111    630.45      360       46692  
4676248   HAWTHORNE              CA      90250    SFD       825%      7.226    1025.48     360       46692  
4676249   HUNTINGTON BEACH       CA      92647    SFD       763%      7.083    1749.67     360       46692  
4676251   HUNTINGTON             IN      46750    SFD       788%      7.140    754.08      360       46692  
4676252   WHITTIER               CA      90601    MF2       775%      7.111    1457.9      360       46631  
4676254   EUCLID                 OH      44123    SFD       788%      7.140    580.06      360       46692  
4676255   CAMARILLO              CA      93010    SFD       738%      7.025    2331.72     360       46692  
4676256   HERNDON                VA      22171    SFD       738%      7.025    1712.88     360       46692  
4676257   IRVINE                 CA      92620    SFD       800%      7.169    2076.56     360       46692  
4676258   AGUA DULCE             CA      91350    SFD       775%      7.111    2149.24     360       46692  
4676259   VILLA PARK             CA      92861    SFD       788%      7.140    3441.18     360       46631  
4676260   CANTON                 MI      48188    SFD       825%      7.226    1006.7      360       46692  
4676261   FALLS CHURCH           VA      22044    SFD       738%      7.025    1940.8      360       46692  
4676263   LONG BEACH             CA      90803    SFD       775%      7.111    2057.54     360       46692  
4676264   REDONDO BEACH          CA      90278    LCO       800%      7.169    2014.56     360       46692  
4676266   WATERFORD              MI      48329    SFD       900%      7.399    732.21      360       46692  
4676267   CAMARILLO              CA      93012    SFD       788%      7.140    2525.42     360       46692  
4676270   PITTSBURGH             PA      15217    SFD       850%      7.284    346.02      360       46692  
4676271   LOS ANGELES            CA      90004    SFD       788%      7.140    2972.79     360       46692  
4676272   ADA                    MI      49301    SFD       813%      7.198    1841.4      360       46661  
4676273   SILVER SPRING          MD      20904    SFD       825%      7.226    1187.01     360       46692  
4676274   SANTA MONICA           CA      90403    LCO       775%      7.111    1805.36     360       46692  
4676275   WHITTIER               CA      90601    SFD       825%      7.226    2028.42     360       46692  
4676277   MIDDLEFIELD TWP        OH      44062    SFD       775%      7.111    700.66      360       46692  
4676278   DETROIT                MI      48219    SFD       850%      7.284    214.92      360       46661  
4676279   STUDIO CITY            CA      91604    SFD       750%      7.054    3496.08     360       46692  
4676280   NEWPORT BEACH          CA      92625    MF2       763%      7.083    2972.74     360       46661  
4676282   SANTA ANA              CA      92705    SFD       725%      6.984    2046.53     360       46692  
4676287   FORTVILLE              IN      46040    SFD       750%      7.054    727.19      360       46692  
4676288   WESTLAKE VILLAGE       CA      91361    SFD       725%      6.984    2428.55     360       46692  
4676291   CLINTON TOWNSHIP       MI      48036    SFD       838%      7.255    1292.13     360       46692  
4676293   ATASCADERO             CA      93422    SFD       813%      7.198    1836.57     360       46692  
4676294   LOS ANGELES            CA      90272    LCO       775%      7.111    2349.84     360       46692  
4676296   GROSSE POINTE          MI      48230    SFD       788%      7.140    2320.23     360       46692  
4676297   SANTA BARBARA          CA      93109    SFD       738%      7.025    1851.01     360       46692  
4676298   ENCINO AREA            CA      91316    SFD       788%      7.140    3179.43     360       46631  
4676299   PITTSFIELD TOWNSHIP    MI      48197    SFD       788%      7.140     942.6      360       46692  
4676302   MARCO ISLAND           FL      34145    LCO       875%      7.341    392.18      360       46539  
4676303   HERMOSA BEACH          CA      90254    SFD       763%      7.083    2438.35     360       46692  
4676306   IRVINE                 CA      92620    SFD       825%      7.226    1987.86     360       46631  
4676308   ONSTED                 MI      49265    SFD       800%      7.169    680.94      360       46661  
4676309   WINNETKA               CA      91306    LCO       775%      7.111    861.49      360       46692  
4676310   RANCHO MIRAGE          CA      92270    SFD       838%      7.255    2173.81     360       46692  
4676313   POWAY                  CA      92064    SFD       825%      7.226    2043.45     360       46692  
4676314   RIVERVIEW              MI      48192    SFD       775%      7.111    1068.89     360       46692  
4676315   SAN DIMAS              CA      91773    SFD       775%      7.111    1690.74     360       46661  
4676321   CARLSBAD               CA      92009    SFD       800%      7.169    1944.48     360       46692  
4676322   MENTOR                 OH      44060    SFD       763%      7.083    695.77      360       46692  
4676323   SAN GABRIEL            CA      91775    SFD       763%      7.083    1865.04     360       46661  
4676324   LONG BEACH             CA      90803    SFD       763%      7.083    1862.56     360       46692  
4676325   SOUTH LYON             MI      48178    SFD       763%      7.083    1659.78     360       46692  
4676329   LANCASTER              OH      43130    SFD       775%      7.111    1925.72     360       46692  
4676331   LOS ANGELES            CA      90046    MF2       775%      7.111    2106.26     360       46692  
4676333   DADE CITY              FL      33526    SFD       850%      7.284    612.06      360       46600  
4676335   DEERFIELD              OH      44411    SFD       875%      7.341    736.36      360       46692  
4676336   CHINO HILLS            CA      91709    SFD       800%      7.169    3169.87     360       46692  
4676338   BROOMFIELD             CO      80020    SFD       800%      7.169    763.12      360       46661  
4676340   RENO                   NV      89509    SFD       813%      7.198    1837.69     360       46661  
4676341   CORAL GABLES           FL      33158    HCO       763%      7.083    2123.39     360       46661  
4676345   GLENDORA               CA      91741    SFD       763%      7.083    1574.14     360       46692  
4676348   LOS ANGELES            CA      90068    SFD       788%      7.140    2073.7      360       46692  
4676349   HUNTINGTON BEACH       CA      92646    SFD       800%      7.169    2083.9      360       46692  
4676351   VERNONIA               OR      97064    SFD       775%      7.111    1547.46     360       46661  
4676352   LOS ANGELES            CA      90045    SFD       725%      6.984    1664.52     360       46692  
4676353   BEAVERTON              OR      97007    PUD       788%      7.140    1914.19     360       46661  
4676355   CORAL SPRINGS          FL      33071    SFD       813%      7.198    936.29      360       46661  
4676356   LAKE OSWEGO            OR      97034    SFD       775%      7.111    1260.89     360       46631  
4676358   CAMANO ISLAND          WA      98292    SFD       750%      7.054    1873.89     360       46631  
4676360   ALTADENA               CA      91001    SFD       750%      7.054    2109.88     360       46692  
4676362   GREENWOOD VILLAGE      CO      80121    SFD       788%      7.140    2900.28     360       46661  
4676363   CHICAGO                IL      60612    MF2       750%      7.054    1748.04     360       46692  
4676364   TORRANCE               CA      90503    SFD       763%      7.083    2019.34     360       46692  
4676365   ISSAQUAH               WA      98027    SFD       813%      7.198    5735.79     360       46692  
4676366   LITTLETON              CO      80123    SFD       800%      7.169    642.78      360       46661  
4676367   HERMOSA BEACH          CA      90254    LCO       738%      7.025    3469.96     360       46692  
4676368   LAS VEGAS              NV      89118    SFD       788%      7.140    1725.67     360       46661  
4676370   CIMARRON               CO      81220    SFD       838%      7.255    1907.79     360       46661  
4676371   YORBA LINDA            CA      92886    SFD       813%      7.198     2376       360       46692  
4676372   WOODINVILLE            WA      89072    SFD       763%      7.083    1019.22     360       46661  
4676373   POWAY                  CA      92064    SFD       788%      7.140    1740.17     360       46692  
4676374   DANA POINT             CA      92624    LCO       825%      7.226    2084.77     360       46692  
4676377   PALM BEACH GARDENS     FL      33148    SFD       788%      7.140    725.07      360       46661  
4676379   PORT TOWNSEND          WA      98368    SFD       863%      7.313     843.9      360       46661  
4676380   YORBA LINDA            CA      92887    SFD       763%      7.083    2452.51     360       46692  
4676381   HUNTINGTON BEACH       CA      92649    SFD       800%      7.169    1752.23     360       46692  
4676382   ENCINITAS              CA      92024    SFD       838%      7.255    5320.51     360       46692  
4676384   BOZEMAN                MT      59715    SFD       838%      7.255    2584.25     360       46661  
4676388   SANIBEL                FL      34957    LCO       788%      7.140    1950.44     360       46692  
4676390   SAN CLEMENTE           CA      92673    SFD       763%      7.083    1592.54     360       46692  
4676392   HUNTINGTON BEACH       CA      92648    PUD       813%      7.198    1655.77     360       46661  
4676393   ORLAND PARK            IL      60462    SFD       775%      7.111    1260.89     360       46692  
4676394   MALIBU                 CA      90265    SFD       775%      7.111    1640.59     360       46692  
4676396   OCEAN RIDGE            FL      33435    SFD       775%      7.111    3725.35     360       46692  
4676397   COSTA MESA             CA      92627    SFD       763%      7.083    2151.7      360       46692  
4676398   AURORA                 IL      60506    SFD       838%      7.255    583.74      360       46692  
4676400   LOS ANGELES            CA      90046    SFD       800%      7.169    3485.39     360       46692  
4676401   MILWAUKEE              WI      53214    SFD       813%      7.198     504.9      360       46692  
4676402   WOODLAND HILLS         CA      91367    SFD       763%      7.083    1833.19     360       46661  
4676403   NEWPORT BEACH          CA      92625    SFD       788%      7.140    3059.8      360       46661  
4676404   CHICAGO                IL      60611    HCO       850%      7.284    1168.75     360       46692  
4676406   PLAIN                  WI      53577    SFD       750%      7.054    962.12      360       46692  
4676407   LOS ANGELES            CA      90064    SFD       775%      7.111    1593.31     360       46692  
4676408   SAN DIEGO              CA      92106    SFD       763%      7.083    2604.69     360       46692  
4676411   ANTIOCH                IL      60002    SFD       788%      7.140    1666.93     360       46692  
4676412   TRABUCO CANYON AREA    CA      92679    SFD       813%      7.198    2185.92     360       46692  
4676413   ALACHUA                FL      32615    SFD       850%      7.284    715.09      360       46692  
4676414   RIVER FOREST           IL      60305    SFD       800%      7.169    1863.76     360       46661  
4676416   WOOD DALE              IL      60191    SFD       825%      7.226    1953.3      360       46692  
4676418   MARCO ISLAND           FL      34145    SFD       788%      7.140    1856.18     360       46692  
4676420   PALOS HILLS            IL      60465    SFD       800%      7.169    2017.85     360       46692  
4676421   PALOS VERDES ESTATES   CA      90274    SFD       775%      7.111    4298.48     360       46692  
4676422   CARLSBAD               CA      92008    SFD       775%      7.111    1654.92     360       46692  
4676423   NAPLES                 FL      34119    SFD       788%      7.140    1812.68     360       46692  
4676424   NORTHBROOK             IL      60062    SFD       838%      7.255    2620.73     360       46692  
4676425   CHICAGO                IL      60641    SFD       750%      7.054    1651.54     360       46692  
4676427   MIAMI                  FL      33156    SFD       788%      7.140    1827.18     360       46692  
4676428   MINNEAPOLIS            MN      55435    SFD       750%      7.054    2111.63     360       46692  
4676429   LOS ANGELES            CA      90035    SFD       750%      7.054    3146.47     360       46692  
4676430   SANTA ANA              CA      92705    SFD       738%      7.025    2072.03     360       46692  
4676432   YORBA LINDA            CA      92687    SFD       750%      7.054    3132.49     360       46661  
4676433   AURORA                 IL      60506    SFD       738%      7.025    515.25      360       46692  
4676434   VIENNA                 VA      22181    SFD       763%      7.083    2015.8      360       46661  
4676435   LOS ANGELES            CA      90049    SFD       775%      7.111    4097.88     360       46661  
4676436   FAIRFAX                VA      22031    SFD       813%      7.198    2190.37     360       46631  
4676437   OAK HILL               VA      20171    SFD       738%      7.025    3790.08     360       46692  
4676438   MOUND                  MN      55364    SFD       800%      7.169    1284.09     360       46692  
4676439   SAN DIEGO              CA      92128    LCO       763%      7.083     2088       360       46692  
4676440   LAGUNA BEACH           CA      92651    SFD       788%      7.140    3422.33     360       46692  
4676442   LAGUNA NIGUEL          CA      92657    SFD       775%      7.111    5014.89     360       46692  
4676443   VILLANOVA              PA      19095    SFD       825%      7.226    4883.24     360       46661  
4676444   CALABASAS              CA      91302    SFD       825%      7.226    1742.94     360       46692  
4676445   NORTH BARRINGTON       IL      60010    SFD       763%      7.083    3450.49     360       46692  
4676446   BRADENTON              FL      34207    SFD       800%      7.169    528.64      240       43009  
4676447   OAK BROOK              IL      60521    SFD       750%      7.054    2880.77     360       46692  
4676450   AGOURA HILLS           CA      91301    SFD       813%      7.198    4751.99     360       46692  
4676451   FAIRFAX                VA      22033    SFD       725%      6.984    1722.15     360       46692  
4676453   BUFFALO GROVE          IL      60089    SFD       800%      7.169    1174.02     360       46661  
4676454   SAN DIEGO              CA      92014    SFD       788%      7.140    3335.32     360       46692  
4676455   WEST HILLS             CA      91307    SFD       813%      7.198    612.57      360       46569  
4676456   THOUSAND OAKS          CA      91361    SFD       788%      7.140    2030.2      360       46692  
4676457   ELMHURST               IL      60126    SFD       763%      7.083    2548.06     360       46692  
4676460   ALEXANDRIA             VA      22314    SFD       763%      7.083    2338.55     360       46661  
4676461   SANTA ANA AREA         CA      92705    SFD       800%      7.169    2965.51     360       46692  
4676465   MIRIMAR                FL      33027    SFD       725%      6.984    1463.96     360       46692  
4676467   ELMHURST               IL      60126    SFD       775%      7.111    2091.92     360       46661  
4676468   SANTA YNEZ             CA      93460    SFD       788%      7.140    1972.19     360       46661  
4676469   MCLEAN                 VA      22102    SFD       738%      7.025    2983.72     360       46692  
4676470   SPRINGFIELD            MO      65803    SFD       838%      7.255    326.84      360       46692  
4676472   CAMARILLO              CA      93012    PUD       788%      7.140    2646.51     360       46631  
4676473   SOLANA BEACH           CA      92075    SFD       775%      7.111    2292.52     360       46692  
4676475   DIAMOND BAR            CA      91765    SFD       825%      7.226    1885.68     360       46692  
4676476   TORRENCE               CA      90503    SFD       800%      7.169    2714.93     360       46692  
4676477   MIAMI                  FL      33145    MF2       725%      6.984    2087.46     360       46692  
4676478   SUGAR GROVE            IL      60554    SFD       775%      7.111    2096.22     360       46692  
4676484   FOUNTAIN VALLEY        CA      92708    SFD       825%      7.226    2283.86     360       46692  
4676485   WILMETTE               IL      60091    SFD       788%      7.140    1708.26     360       46661  
4676486   THOUSAND OAKS          CA      91320    SFD       775%      7.111    2011.69     360       46661  
4676488   MANHATTAN BEACH        CA      90266    MF2       800%      7.169    5860.95     360       46600  
4676492   FAIRFAX STATION        VA      22039    PUD       750%      7.054    1482.33     360       46692  
4676493   FORT LAUDERDALE        FL      33308    HCO       850%      7.284    338.33      360       46692  
4676494   RIVERSIDE              CA      92506    SFD       763%      7.083    1804.88     360       46692  
4676495   SANTA BARBARA          CA      93108    SFD       750%      7.054    4279.2      360       46692  
4676496   GENEVA                 IL      60134    SFD       775%      7.111    1862.67     360       46661  
4676497   VIENNA                 VA      22182    SFD       725%      6.984    1714.99     360       46692  
4676498   ARROYO GRANDE          CA      93420    SFD       775%      7.111    1887.75     360       46600  
4676501   ARLINGTON              VA      22207    SFD       738%      7.025    2315.14     360       46692  
4676502   HIGHLAND PARK          IL      60035    SFD       788%      7.140    3246.5      360       46692  
4676503   SAN JOSE               CA      95118    SFD       788%      7.140    1711.17     360       46661  
4676504   MIAMI                  FL      33155    SFD       850%      7.284    1070.33     360       46692  
4676506   SANTA BARBARA          CA      93110    SFD       763%      7.083    3029.36     360       46600  
4676507   LOS ANGELES            CA      91604    SFD       825%      7.226    5240.09     360       46692  
4676508   EVANSTON               IL      60202    SFD       750%      7.054    4544.89     360       46692  
4676509   RESTON                 VA      20191    SFD       738%      7.025    1757.08     360       46692  
4676512   SIMI VALLEY            CA      93065    SFD       788%      7.140    2610.25     360       46631  
4676514   CHICAGO                IL      60655    SFD       788%      7.140    812.08      360       46692  
4676518   VIRGINIA BEACH         VA      23455    SFD       763%      7.083    2123.38     360       46661  
4676519   ORANGE                 CA      92865    SFD       788%      7.140    1421.14     360       46661  
4676520   ARLINGTON              VA      22203    LCO       775%      7.111    777.31      360       46539  
4676521   JUPITER                FL      33469    SFD       800%      7.169    2171.95     360       46692  
4676522   SAN DIEGO              CA      92131    SFD       800%      7.169    1805.07     360       46692  
4676523   CHICAGO                IL      60601    HCO       775%      7.111    1830.43     360       46692  
4676526   BEVERLY HILLS          CA      90210    SFD       788%      7.140    6525.63     360       46631  
4676533   LEXINGTON              MA      02173    SFD       775%      7.111    1662.08     360       46692  
4676535   MIAMI                  FL      33176    SFD       750%      7.054    1573.24     360       46692  
4676536   REHOBOTH BEACH         DE      19971    SFD       738%      7.025    2403.55     360       46661  
4676537   HONOLULU               HI      96821    SFD       750%      7.054    3400.98     360       46631  
4676538   COTO DE CAZA           CA      92679    SFD       750%      7.054    1957.81     360       46692  
4676541   SMITHSBURG             MD      21783    SFD       775%      7.111    1719.39     360       46661  
4676542   BOYNTON BEACH          FL      33435    SFD       788%      7.140    1638.66     360       46692  
4676543   HAGERSTOWN             MD      21740    SFD       850%      7.284    541.32      360       46692  
4676545   THOUSAND OAKS          CA      91361    SFD       775%      7.111    2670.79     360       46692  
4676546   LOS ANGELES            CA      90066    SFD       788%      7.140    2189.71     360       46631  
4676548   CHESTERFIELD           MO      63017    SFD       788%      7.140    3625.35     360       46631  
4676549   SAN RAMON              CA      94583    PUD       788%      7.140    1682.17     360       46692  
4676550   MISSION VIEJO          CA      92692    SFD       813%      7.198    2086.42     360       46692  
4676551   GEIGER KEY             FL      33040    SFD       725%      6.984    1555.37     360       46692  
4676553   MERCER ISLAND          WA      98040    SFD       750%      7.054    1982.28     360       46692  
4676554   NAPLES                 FL      34108    SFD       800%      7.169    1724.35     360       46692  
4676555   LOS ANGELES            CA      90066    MF2       788%      7.140    1993.95     360       46631  
4676558   SANTA ROSA             CA      94501    SFD       788%      7.140    1073.11     360       46692  
4676559   SAN DIEGO              CA      92106    SFD       788%      7.140    1815.58     360       46692  
4676560   MCLEAN                 VA      22101    SFD       800%      7.169    1937.14     360       46692  
4676561   KIRKLAND               WA      98034    SFD       763%      7.083    1999.52     360       46692  
4676562   WALNUT CREEK           CA      94598    SFD       813%      7.198    2598.75     360       46692  
4676564   LA PUENTE              CA      91746    SFD       788%      7.140    717.82      360       46631  
4676567   BURKE                  VA      22015    SFD       838%      7.255    2189.01     360       46661  
4676568   DUBLIN                 CA      94568    SFD       800%      7.169    1709.68     360       46661  
4676569   RAMONA                 CA      92065    SFD       775%      7.111    2041.78     360       46692  
4676575   WASHINGTON             MO      63090    SFD       750%      7.054    1852.92     360       46600  
4676578   PLACENTIA              CA      92870    SFD       763%      7.083    1688.09     360       46692  
4676579   CAMPBELL               CA      95008    SFD       763%      7.083    1925.2      360       46692  
4676580   WILDWOOD               MO      63038    SFD       775%      7.111    2206.55     360       46692  
4676582   WILMINGTON             DE      19810    SFD       813%      7.198    1247.4      360       46661  
4676584   DUNWOODY               GA      30350    SFD       800%      7.169    2064.08     360       46661  
4676585   THOUSAND OAKS          CA      91362    SFD       788%      7.140    1740.17     360       46631  
4676588   NEWPORT BEACH          CA      92660    LCO       788%      7.140    2291.22     360       46661  
4676589   CHULA VISTA            CA      91913    SFD       738%      7.025    2237.79     360       46692  
4676590   CLARKSON VALLEY        MO      63005    SFD       775%      7.111    3266.84     360       46692  
4676591   MANASSAS               VA      22111    SFD       788%      7.140    435.77      360       46692  
4676592   ALPHARETTA             GA      30201    SFD       775%      7.111    1776.71     360       46631  
4676594   TRABUCO CANYON AREA    CA      92679    SFD       725%      6.984    1326.16     360       46692  
4676595   MEDINA                 MN      55340    SFD       763%      7.083    3999.03     360       46692  
4676598   SAN FRANCISCO          CA      94118    LCO       775%      7.111    1576.11     360       46692  
4676601   ALEXANDRIA             VA      22315    SFD       750%      7.054    1734.06     360       46600  
4676603   STONE MOUNTAIN         GA      30087    SFD       850%      7.284    2387.48     360       46631  
4676604   VICTORIA               MN      55386    SFD       763%      7.083    2882.14     360       46692  
4676605   LOS ANGELES            CA      90046    SFD       800%      7.169    3287.27     360       46692  
4676606   RANCHO PALOS           CA      90275    SFD       763%      7.083    3340.79     360       46692  
4676607   TIBURON                CA      94920    PUD       788%      7.140    2175.21     360       46692  
4676608   SAN DIMAS              CA      91773    SFD       800%      7.169    1479.27     360       46692  
4676609   MALIBU                 CA      90265    LCO       850%      7.284    3498.56     360       46692  
4676610   THOUSAND OAKS          CA      91362    SFD       813%      7.198    2197.8      360       46692  
4676612   SAN CARLOS             CA      94070    PUD       788%      7.140    2555.87     360       46692  
4676613   WOODSTOCK              GA      30189    SFD       775%      7.111    1513.43     360       46661  
4676614   OAKTON                 VA      22124    SFD       750%      7.054    1538.28     360       46600  
4676616   TORRANCE               CA      90503    SFD       775%      7.111    2353.42     360       46692  
4676617   SAN JOSE               CA      95120    SFD       775%      7.111    2773.95     360       46692  
4676618   DUNWOODY               GA      30338    SFD       800%      7.169    1614.65     360       46661  
4676619   FALLS CHURCH           VA      22043    SFD       813%      7.198    1057.32     360       46692  
4676620   CHAMPLIN               MN      55316    SFD       775%      7.111    1633.42     360       46692  
4676621   GLENDALE               CA      91206    SFD       813%      7.198    1877.04     360       46692  
4676623   HONOLULU               HI      96816    SFD       750%      7.054    4544.89     360       46661  
4676624   ATLANTA                GA      30308    SFD       825%      7.226    522.89      360       46661  
4676626   MCLEAN                 VA      22102    SFD       800%      7.169    3026.78     360       46600  
4676629   CUMMING                GA      30041    SFD       763%      7.083    1816.56     360       46661  
4676633   LOS ANGELES            CA      90049    SFD       800%      7.169    2898.38     360       46661  
4676634   MARIETTA               GA      30062    SFD       775%      7.111    2292.52     360       46692  
4676636   SANTA MONICA           CA      90403    LCO       788%      7.140    2816.17     360       46692  
4676641   MANHATTAN BEACH        CA      90266    SFD       775%      7.111    3811.32     360       46692  
4676642   MARIETTA               GA      30066    SFD       750%      7.054    1922.84     360       46661  
4676643   AVENTURA               FL      33180    SFD       738%      7.025    1740.51     360       46692  
4676646   CAMARILLO              CA      93012    SFD       775%      7.111    1576.11     360       46661  
4676647   ANNAPOLIS              MD      21401    PUD       763%      7.083    1840.26     360       46692  
4676648   NORCROSS               GA      30092    SFD       775%      7.111    1773.13     360       46661  
4676650   SMYRNA                 DE      19977    SFD       788%      7.140    1044.1      360       46692  
4676652   BOCA RATON             FL      33496    SFD       775%      7.111    2722.37     360       46692  
4676653   SAN JOSE               CA      95128    SFD       775%      7.111    2122.73     360       46692  
4676654   KIHEI                  HI      96753    HCO       825%      7.226    3756.34     360       46692  
4676655   TAMPA                  FL      33615    SFD       750%      7.054    374.78      360       46692  
4676657   ALBERTVILLE            AL      35950    SFD       750%      7.054     891.5      360       46692  
4676658   ST HELENA              CA      94574    SFD       775%      7.111    4298.48     360       46661  
4676659   NEWTOWN                PA      18940    SFD       838%      7.255    4940.47     360       46692  
4676662   SAN RAMON              CA      94583    SFD       788%      7.140    2951.04     360       46692  
4676663   PASADENA               CA      91103    SFD       800%      7.169    3448.7      360       46692  
4676665   MYAKKA CITY            FL      34251    SFD       838%      7.255    620.22      360       46692  
4676666   MT AIRY                MD      21771    SFD       788%      7.140    1885.18     360       46692  
4676667   ALPHARETTA             GA      30202    SFD       775%      7.111    1648.83     360       46692  
4676668   CHESTER SPRINGS        PA      19425    SFD       775%      7.111    1504.47     360       46661  
4676669   SAN CARLOS             CA      94070    SFD       788%      7.140    2610.25     360       46692  
4676670   WESTLAKE VILLAGE       CA      91361    SFD       800%      7.169    4314.54     360       46692  
4676671   SANTA MONICA           CA      90402    SFD       800%      7.169    3059.8      360       46692  
4676673   DESTIN                 FL      32541    SFD       750%      7.054    2097.64     360       46661  
4676674   ATLANTA                GA      30327    SFD       738%      7.025    3853.97     360       46692  
4676675   ALEXANDRIA             VA      22314    SFD       750%      7.054    6118.13     360       46661  
4676676   GREAT FALLS            VA      22066    SFD       800%      7.169    3962.33     360       46692  
4676677   FRIENDSHIP             MD      21794    SFD       763%      7.083    3114.29     360       46692  
4676679   CARPINTERIA            CA      93013    LCO       800%      7.169    3375.32     360       46692  
4676683   WINTER GARDEN          FL      34711    SFD       813%      7.198    1262.25     360       46661  
4676684   ATLANTA                GA      30317    SFD       813%      7.198     861.3      360       46692  
4676685   SAN JOSE               CA      95129    SFD       800%      7.169    2318.7      360       46692  
4676686   RICHMOND               VA      23229    SFD       813%      7.198    2672.99     360       46661  
4676687   ALPHARETTA             GA      30202    SFD       800%      7.169    2142.6      360       46661  
4676689   LA VERNE               CA      91750    SFD       788%      7.140    1711.17     360       46692  
4676690   TARZANA                CA      91356    SFD       788%      7.140    4234.41     360       46661  
4676691   PALOS VERDES ESTATES   CA      90274    SFD       763%      7.083    5308.46     360       46692  
4676692   OAKLAND                CA      94705    SFD       800%      7.169    1761.04     360       46631  
4676694   CUMMING                GA      30040    SFD       800%      7.169    1717.01     360       46692  
4676695   OAKLAND                CA      94611    SFD       750%      7.054    2712.96     360       46692  
4676696   TORRANCE               CA      90505    SFD       763%      7.083    2304.58     360       46692  
4676697   UPPER MARLBORO         MD      20772    SFD       763%      7.083    1849.47     360       46692  
4676699   HENDERSON              NV      89014    SFD       788%      7.140    766.77      360       46600  
4676701   BERKELEY               CA      94709    SFD       813%      7.198    2383.42     360       46692  
4676702   BALTIMORE              MD      21204    SFD       775%      7.111    2263.87     360       46692  
4676703   SHERMAN OAKS           CA      91403    SFD       763%      7.083    1557.15     360       46692  
4676704   GREAT FALLS            VA      22066    SFD       750%      7.054    1789.99     360       46631  
4676705   SAN CARLOS             CA      94070    SFD       750%      7.054    2287.83     360       46692  
4676707   PASADENA               CA      91107    SFD       825%      7.226    2704.56     360       46661  
4676708   ALPHARETTA             GA      30004    SFD       738%      7.025    1574.74     360       46692  
4676709   SHERMAN OAKS           CA      91403    SFD       763%      7.083    1748.26     360       46692  
4676710   OXFORD                 MD      21654    SFD       813%      7.198    3647.52     360       46692  
4676711   ENCINITAS              CA      92024    SFD       788%      7.140    1979.81     360       46692  
4676713   LOS GATOS              CA      95030    SFD       788%      7.140    2581.25     360       46692  
4676715   SHERMAN OAKS           CA      91423    SFD       763%      7.083    3022.28     360       46692  
4676716   ROSWELL                GA      30075    SFD       750%      7.054    2027.73     360       46692  
4676717   ANNAPOLIS              MD      21403    SFD       750%      7.054    2097.65     360       46692  
4676719   SIMI VALLEY            CA      93065    SFD       763%      7.083    2003.06     360       46692  
4676720   CHEVY CHASE            MD      20815    SFD       775%      7.111    3083.44     360       46692  
4676723   ALPHARETTA             GA      30004    SFD       750%      7.054    1992.77     360       46692  
4676724   PETALUMA               CA      94952    SFD       813%      7.198    2310.66     360       46692  
4676730   ATLANTA                GA      30306    SFD       750%      7.054    1704.34     360       46692  
4676732   SAN FRANCISCO          CA      94110    MF2       775%      7.111    1627.69     360       46692  
4676733   PONCE INLET            FL      32119    SFD       775%      7.111    953.55      360       46692  
4676736   SUWANEE                GA      30024    SFD       738%      7.025    2002.96     360       46692  
4676737   VILLA PARK             CA      92861    SFD       800%      7.169    7264.27     360       46692  
4676738   PIEDMONT               CA      94611    SFD       775%      7.111    3455.98     360       46692  
4676739   UPPER PROVIDENCE       PA      19063    SFD       775%      7.111    2693.72     360       46661  
4676742   ATLANTA                GA      30342    SFD       725%      6.984    2865.15     360       46692  
4676746   SOUTH PASADENA         CA      91030    SFD       775%      7.111    2399.99     360       46692  
4676749   PACIFIC PALISADES      CA      90272    SFD       763%      7.083    2887.8      360       46692  
4676750   HAM LAKE               MN      55304    SFD       788%      7.140    1033.23     360       46631  
4676751   SNELLVILLE             GA      30278    SFD       738%      7.025    1725.66     360       46692  
4676752   GREAT FALLS            VA      22066    SFD       725%      6.984    2532.58     360       46692  
4676753   SILVER SPRING          MD      20904    PUD       813%      7.198    2227.5      360       46661  
4676754   MCLEAN                 VA      22101    SFD       750%      7.054    2377.33     360       46661  
4676756   CUMMING                GA      30041    SFD       750%      7.054    699.22      360       46692  
4676757   SILVER SPRING          MD      20910    SFD       788%      7.140    1653.16     360       46631  
4676759   ALEXANDRIA             VA      22301    SFD       738%      7.025    922.75      360       46631  
4676760   SOUTH HILLS            VA      23970    SFD       800%      7.169    528.32      360       46692  
4676761   WOODLAND HILLS         CA      91364    SFD       850%      7.284    3498.56     360       46692  
4676764   SILVER SPRING          MD      20905    SFD       750%      7.054    2097.64     360       46692  
4676765   GOLDVEIN               VA      22720    SFD       800%      7.169    733.77      360       46692  
4676766   STUDIO CITY            CA      91604    SFD       800%      7.169    2935.06     360       46692  
4676767   SAN DIEGO              CA      92109    SFD       750%      7.054    2045.21     360       46692  
4676768   SIERRA MADRE           CA      91024    SFD       763%      7.083    5839.3      360       46692  
4676769   GREAT FALLS            VA      22066    SFD       738%      7.025    5746.42     360       46692  
4676772   GOLETA                 CA      93117    SFD       750%      7.054    2097.65     360       46692  
4676773   POTOMAC                MD      20854    SFD       763%      7.083    2123.38     360       46692  
4676774   GLADWYNE               PA      19035    SFD       788%      7.140    4350.42     360       46692  
4676776   WOODLAND HILLS         CA      91367    SFD       788%      7.140    1649.54     360       46692  
4676777   TIMONIUM               MD      21093    SFD       775%      7.111    1633.42     360       46661  
4676778   LOS ANGELES            CA      90068    SFD       788%      7.140    1196.37     360       46661  
4676779   ENCINITAS              CA      92024    SFD       800%      7.169    1926.14     360       46692  
4676780   POTTSTOWN              PA      19464    SFD       825%      7.226    2073.5      360       46692  
4676782   SAN JOSE               CA      95120    SFD       800%      7.169    3067.14     360       46692  
4676783   ASHBURN                VA      22011    SFD       713%      6.859    2252.65     360       46661  
4676786   LOS ANGELES            CA      90046    SFD       788%      7.140    3734.11     360       46692  
4676787   NORTHRIDGE             CA      91324    SFD       775%      7.111    1885.6      360       46692  
4676788   RANCHO SANTA FE        CA      92067    SFD       788%      7.140    3987.89     360       46692  
4676792   ALTADENA               CA      91001    SFD       750%      7.054    3231.77     360       46692  
4676795   CORONA DEL MAR         CA      92625    SFD       750%      7.054    4251.23     360       46692  
4676798   THOUSAND OAKS          CA      91360    SFD       775%      7.111    1891.33     360       46692  
4676800   LOS ANGELES            CA      90004    SFD       763%      7.083    2406.5      360       46692  
4676801   STUDIO CITY            CA      91602    SFD       750%      7.054    2095.2      360       46692  
4676802   TARZANA                CA      91356    SFD       800%      7.169    4021.03     360       46692  
4676803   CALABASAS              CA      91302    SFD       775%      7.111    3727.14     360       46692  
4676807   BEVERLY HILLS          CA      90210    SFD       788%      7.140    5030.17     360       46692  
4676809   SIMI VALLEY            CA      93065    PUD       738%      7.025    2182.54     360       46692  
4676810   VAN NUYS               CA      91423    SFD       763%      7.083    3238.16     360       46692  
4676814   GLENDALE               CA      91206    SFD       763%      7.083    2477.28     360       46692  
4676816   LOS ANGELES            CA      90068    SFD       800%      7.169    3668.83     360       46692  
4676817   SHERMAN OAKS           CA      91403    SFD       738%      7.025    2396.65     360       46692  
4676819   CALABASAS              CA      91302    SFD       800%      7.169    4586.03     360       46692  
4676976   CHEVY CHASE            MD      20815    SFD       800%      7.169    7337.65     360       46692  
4676977   PARADISE VALLEY        AZ      85253    SFD       800%      7.169    7337.65     360       46692  
4676982   LOS ANGELES            CA      90049    SFD       788%      7.140    7250.7      360       46631  
4676984   MIAMI                  FL      33133    SFD       788%      7.140    7250.69     360       46661  
4676989   ALPHARETTA             GA      30202    SFD       763%      7.083    7077.94     360       46692  
4676990   BIRMINGHAM             AL      35244    SFD       788%      7.140    7250.7      360       46661  
4677240   HILTON HEAD ISLAND     SC      29928    HCO       788%      7.140    2095.46     360       46631  
4677246   AVENTURA               FL      33180    LCO       763%      7.083    2831.18     360       46692  
4677248   MARCO ISLAND           FL      34145    HCO       788%      7.140    3552.85     360       46661  
4677257   MIAMI                  FL      33180    HCO       825%      7.226    1419.9      360       46692  
4677259   NAPLES                 FL      34110    HCO       775%      7.111    3582.07     360       46692  
4677260   TAMPA                  FL      33629    HCO       838%      7.255    855.09      360       46692  
4677263   AVENTURA               FL      33160    HCO       775%      7.111    3223.86     360       46692  
4677265   KEY BISCAYNE           FL      33149    HCO       813%      7.198    2029.62     360       46692  
4677268   BOCA RATON             FL      33434    HCO       813%      7.198    279.18      360       46692  
4677270   SUISUN CITY            CA      94585    SFD       800%      7.169    1806.63     300       44835  
4677279   WELLESLEY              MA      02181    SFD       788%      7.140    2405.2      300       44866  
4677281   WELLESLEY              MA      02181    SFD       788%      7.140    2107.41     300       44866  
4677283   LEES SUMMIT            MO      64082    SFD       800%      7.169    3587.2      360       46569  
4677284   LUBBOCK                TX      79424    SFD       788%      7.140    2652.14     360       46631  
4678833   BELLEVUE               WA      98008    SFD       800%      7.169    1907.79     360       46600  
4680138   WISCONSIN DELLS        WI      53965    SFD       838%      7.255    624.71      300       44866  
4680160   WEST LINN              OR      97068    SFD       750%      7.054    2461.24     360       46661  
4680986   UNION MILLS            IN      46382    SFD       775%      7.111    544.48      360       46692  
4682123   STERLING HEIGHTS       MI      48312    LCO       825%      7.226    549.18      360       46692  
4683515   PETALUMA               CA      94954    SFD       713%      6.859    1293.21     360       46692  

COUNT:    1458                                                                  
WAC:         7.80865492                                                         
WAM:       356.7139008                                                          
WALTV:      74.65909819                                                         

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            CUT-OFF                                                          
MORTGAGE     DATE                        MORTGAGE            T.O.P.    MASTER
LOAN       PRINCIPAL                    INSURANCE  SERVICE  MORTGAGE  SERVICE
NUMBER      BALANCE      LTV   SUBSIDY     CODE      FEE      LOAN      FEE  
------      -------      ---   -------     ----      ---      ----      ---  
                                                                             
4673920   $46,086.27    65.00                       0.250              0.016 
4673924   $302,720.70   44.58                       0.250              0.016 
4673932   $311,867.39   77.48                       0.250              0.016 
4673941   $274,176.62   64.83                       0.250              0.016 
4673949   $239,244.31   79.72                       0.250              0.016 
4673951   $822,337.44   75.00                       0.250              0.016 
4673955   $537,520.12   80.00                       0.250              0.016 
4673958   $274,134.11   77.46                       0.250              0.016 
4673964   $249,411.39   68.16                       0.250              0.016 
4673966   $371,086.86   80.00                       0.250              0.016 
4673971   $461,958.05   74.99                       0.250              0.016 
4673973   $293,350.75   79.98                       0.250              0.016 
4673978   $299,019.56   79.67                       0.250              0.016 
4673980   $279,971.97   80.00                       0.250              0.016 
4673996   $174,864.25   74.99                       0.250              0.016 
4674003   $235,830.37   94.99               06      0.250              0.016 
4674004   $411,339.10   80.00                       0.250              0.016 
4674007   $998,670.35   52.63                       0.250              0.016 
4674012   $262,048.77   75.00                       0.250              0.016 
4674015   $229,674.29   56.79                       0.250              0.016 
4674023   $476,141.59   69.81                       0.250              0.016 
4674026   $347,519.45   80.00                       0.250              0.016 
4674032   $446,327.62   80.00                       0.250              0.016 
4674033   $250,894.18   75.00                       0.250              0.016 
4674037   $792,004.80   74.96                       0.250              0.016 
4674039   $281,760.02   80.00                       0.250              0.016 
4674046   $334,068.71   79.76                       0.250              0.016 
4674048   $249,439.89   71.43                       0.250              0.016 
4674057   $399,447.63   75.47                       0.250              0.016 
4674058   $275,589.06   74.59                       0.250              0.016 
4674060   $254,638.88   65.05                       0.250              0.016 
4674062   $636,641.65   75.00                       0.250              0.016 
4674063   $235,256.87   80.00                       0.250              0.016 
4674064   $220,552.16   65.00                       0.250              0.016 
4674067   $459,019.70   80.00                       0.250              0.016 
4674069   $619,143.84   80.00                       0.250              0.016 
4674070   $149,696.03   55.56                       0.250              0.016 
4674074   $429,359.77   79.93                       0.250              0.016 
4674075   $505,065.51   80.00                       0.250              0.016 
4674076   $353,936.24   73.20                       0.250              0.016 
4674078   $311,569.15   65.00                       0.250              0.016 
4674095   $598,814.57   58.82                       0.250              0.016 
4674100   $388,435.11   68.01                       0.250              0.016 
4674103   $279,603.49   80.00                       0.250              0.016 
4674106   $239,488.55   80.00                       0.250              0.016 
4674110   $649,007.76   78.31                       0.250              0.016 
4674114   $249,810.93   79.99                       0.250              0.016 
4674117   $237,662.96   65.21                       0.250              0.016 
4674119   $243,645.67   80.00                       0.250              0.016 
4674126   $252,294.64   79.99                       0.250              0.016 
4674127   $246,641.32   70.57                       0.250              0.016 
4674128   $234,176.18   78.17                       0.250              0.016 
4674129   $459,315.09   66.67                       0.250              0.016 
4674130   $138,532.87   75.00                       0.250              0.016 
4674131   $276,597.75   50.83                       0.250              0.016 
4674135   $236,937.00   95.00               06      0.250              0.016 
4674137   $397,450.40   79.60                       0.250              0.016 
4674142   $299,046.80   88.59               06      0.250              0.016 
4674143   $38,450.73    70.00                       0.250              0.016 
4674144   $249,645.96   68.49                       0.250              0.016 
4674150   $291,393.18   80.00                       0.250              0.016 
4674152   $259,562.95   80.00                       0.250              0.016 
4674153   $444,369.83   68.46                       0.250              0.016 
4674157   $309,582.61   70.10                       0.250              0.016 
4674161   $277,091.83   76.02                       0.250              0.016 
4674166   $360,251.83   65.00                       0.250              0.016 
4674168   $199,730.71   64.52                       0.250              0.016 
4674171   $295,570.16   80.00                       0.250              0.016 
4674173   $249,128.42   68.12                       0.250              0.016 
4674177   $279,583.10   74.67                       0.250              0.016 
4674181   $263,616.63   80.00                       0.250              0.016 
4674182   $224,489.56   80.00                       0.250              0.016 
4674185   $279,641.67   61.40                       0.250              0.016 
4674186   $211,692.15   80.00                       0.250              0.016 
4674187   $254,638.88   79.69                       0.250              0.016 
4674189   $268,575.11   79.86                       0.250              0.016 
4674190   $269,170.60   69.23                       0.250              0.016 
4674194   $174,945.59   80.00                       0.250              0.016 
4674200   $648,237.93   74.71                       0.250              0.016 
4674205   $309,339.36   77.50                       0.250              0.016 
4674209   $395,676.01   65.00                       0.250              0.016 
4674224   $69,854.53    43.08                       0.250              0.016 
4674226   $77,405.77    68.89                       0.250              0.016 
4674232   $244,790.21   74.33                       0.250              0.016 
4674235   $531,227.48   80.00                       0.250              0.016 
4674237   $499,255.54   74.07                       0.250              0.016 
4674241   $693,965.20   71.28                       0.250              0.016 
4674245   $404,493.62   79.93                       0.250              0.016 
4674251   $294,538.35   79.76                       0.250              0.016 
4674257   $214,232.87   67.41                       0.250              0.016 
4674268   $193,325.84   80.00                       0.250              0.016 
4674273   $173,341.51   80.00                       0.250              0.016 
4674281   $264,964.68   80.00                       0.250              0.016 
4674284   $225,668.55   75.08                       0.250              0.016 
4674287   $294,364.11   79.99                       0.250              0.016 
4674290   $353,434.37   68.21                       0.250              0.016 
4674295   $639,070.63   75.29                       0.250              0.016 
4674326   $279,613.36   80.00                       0.250              0.016 
4674329   $139,580.49   80.00                       0.250              0.016 
4674338   $263,885.09   80.00                       0.250              0.016 
4674343   $354,271.73   65.70                       0.250              0.016 
4674349   $574,122.26   6.25                        0.250              0.016 
4674352   $249,627.76   70.42                       0.250              0.016 
4674357   $330,027.52   79.83                       0.250              0.016 
4674361   $339,518.51   80.00                       0.250              0.016 
4674371   $279,388.17   50.91                       0.250              0.016 
4674372   $410,663.33   80.00                       0.250              0.016 
4674376   $266,222.26   79.99                       0.250              0.016 
4674380   $262,827.26   80.00                       0.250              0.016 
4674382   $331,310.05   80.00                       0.250              0.016 
4674391   $309,305.47   79.49                       0.250              0.016 
4674398   $311,301.72   85.00               01      0.250              0.016 
4674400   $564,219.79   49.13                       0.250              0.016 
4674407   $340,492.28   63.74                       0.250              0.016 
4674413   $698,957.75   63.35                       0.250              0.016 
4674419   $123,169.06   80.00                       0.250              0.016 
4674424   $259,010.43   80.00                       0.250              0.016 
4674426   $286,104.20   80.00                       0.250              0.016 
4674439   $259,445.93   60.61                       0.250              0.016 
4674443   $366,467.07   80.00                       0.250              0.016 
4674445   $238,062.39   80.00                       0.250              0.016 
4674449   $225,787.78   95.00               01      0.250              0.016 
4674451   $251,634.06   80.00                       0.250              0.016 
4674460   $284,750.64   80.00                       0.250              0.016 
4674465   $289,546.18   57.43                       0.250              0.016 
4674467   $289,568.19   76.32                       0.250              0.016 
4674471   $427,367.77   80.00                       0.250              0.016 
4674478   $219,688.44   68.75                       0.250              0.016 
4674481   $286,946.19   79.97                       0.250              0.016 
4674485   $287,115.32   80.00                       0.250              0.016 
4674489   $215,694.12   77.98                       0.250              0.016 
4674506   $189,595.11   60.32                       0.250              0.016 
4674510   $599,171.45   46.15                       0.250              0.016 
4674515   $201,978.13   75.00                       0.250              0.016 
4674518   $95,476.64    75.00                       0.250              0.016 
4674522   $334,303.79   72.04                       0.250              0.016 
4674525   $67,521.26    80.00                       0.250              0.016 
4674532   $598,721.33   78.95                       0.250              0.016 
4674536   $699,033.36   70.00                       0.250              0.016 
4674540   $227,350.05   70.37                       0.250              0.016 
4674544   $343,019.38   67.19                       0.250              0.016 
4674547   $267,211.84   73.32                       0.250              0.016 
4674550   $37,505.52    80.00                       0.250              0.016 
4674554   $260,856.78   65.35                       0.250              0.016 
4674560   $71,804.82    60.50                       0.250              0.016 
4674569   $261,056.36   80.00                       0.250              0.016 
4674573   $317,115.97   80.00                       0.250              0.016 
4674580   $57,006.41    80.00                       0.250              0.016 
4674582   $224,991.25   77.87                       0.250              0.016 
4674596   $264,533.46   89.90               06      0.250              0.016 
4674599   $251,975.26   60.84                       0.250              0.016 
4674606   $259,631.81   76.11                       0.250              0.016 
4674608   $259,649.92   74.29                       0.250              0.016 
4674615   $648,579.66   66.33                       0.250              0.016 
4674617   $231,480.22   80.00                       0.250              0.016 
4674621   $299,376.55   64.52                       0.250              0.016 
4674623   $543,210.03   77.71                       0.250              0.016 
4674629   $223,690.67   80.00                       0.250              0.016 
4674633   $297,577.98   79.47                       0.250              0.016 
4674654   $347,331.72   90.00               11      0.250              0.016 
4674658   $454,054.42   67.91                       0.250              0.016 
4674662   $99,537.17    75.16                       0.250              0.016 
4674664   $433,574.06   63.48                       0.250              0.016 
4674667   $91,866.40    80.00                       0.250              0.016 
4674671   $230,082.83   89.99               06      0.250              0.016 
4674673   $344,446.58   69.70                       0.250              0.016 
4674676   $225,264.09   80.00                       0.250              0.016 
4674679   $273,602.10   94.97               11      0.250              0.016 
4674681   $466,526.35   80.00                       0.250              0.016 
4674684   $151,767.97   80.00                       0.250              0.016 
4674722   $285,849.87   76.05                       0.250              0.016 
4674725   $67,865.65    79.07                       0.250              0.016 
4674732   $136,529.70   80.00                       0.250              0.016 
4674734   $103,859.96   80.00                       0.250              0.016 
4674736   $376,754.05   80.00                       0.250              0.016 
4674737   $93,395.46    80.00                       0.250              0.016 
4674740   $399,168.73   80.00                       0.250              0.016 
4674741   $411,575.85   75.00                       0.250              0.016 
4674748   $223,560.40   90.00               11      0.250              0.016 
4674751   $75,095.79    80.00                       0.250              0.016 
4674752   $287,602.30   80.00                       0.250              0.016 
4674753   $404,135.34   64.29                       0.250              0.016 
4674754   $291,423.09   80.00                       0.250              0.016 
4674755   $258,175.02   80.00                       0.250              0.016 
4674759   $114,711.09   36.98                       0.250              0.016 
4674760   $246,458.88   80.00                       0.250              0.016 
4674761   $359,288.74   73.47                       0.250              0.016 
4674764   $299,360.67   86.58               11      0.250              0.016 
4674767   $390,366.34   80.00                       0.250              0.016 
4674769   $373,931.00   73.53                       0.250              0.016 
4674770   $274,038.74   60.18                       0.250              0.016 
4674771   $219,270.66   73.33                       0.250              0.016 
4674772   $335,597.03   75.56                       0.250              0.016 
4674775   $223,196.74   94.99               13      0.250              0.016 
4674778   $598,688.89   70.59                       0.250              0.016 
4674779   $439,130.68   80.00                       0.250              0.016 
4674782   $343,266.91   80.00                       0.250              0.016 
4674783   $234,711.23   80.00                       0.250              0.016 
4674785   $120,234.85   75.00                       0.250              0.016 
4674786   $330,757.31   70.53                       0.250              0.016 
4674788   $299,360.67   74.07                       0.250              0.016 
4674789   $273,948.05   90.00               06      0.250              0.016 
4674793   $597,481.47   80.00                       0.250              0.016 
4674794   $255,232.89   80.00                       0.250              0.016 
4674795   $228,492.43   90.00               12      0.250              0.016 
4674796   $259,431.87   74.71                       0.250              0.016 
4674798   $243,466.82   80.00                       0.250              0.016 
4674801   $898,394.43   47.37                       0.250              0.016 
4674802   $219,213.02   79.42                       0.250              0.016 
4674803   $236,771.66   80.00                       0.250              0.016 
4674805   $518,659.89   80.00                       0.250              0.016 
4674807   $159,675.79   76.92                       0.250              0.016 
4674808   $323,099.30   68.94                       0.250              0.016 
4674812   $244,352.40   77.78                       0.250              0.016 
4674813   $308,382.67   68.71                       0.250              0.016 
4674814   $398,740.17   72.73                       0.250              0.016 
4674815   $128,650.28   73.30                       0.250              0.016 
4674819   $223,722.21   94.99               17      0.250              0.016 
4674820   $365,315.25   73.30                       0.250              0.016 
4674823   $264,489.55   70.67                       0.250              0.016 
4674824   $179,757.63   78.26                       0.250              0.016 
4674825   $251,888.55   89.00               11      0.250              0.016 
4674827   $258,709.93   57.78                       0.250              0.016 
4674828   $297,994.93   94.99               13      0.250              0.016 
4674829   $311,132.62   80.00                       0.250              0.016 
4674830   $506,023.43   65.00                       0.250              0.016 
4674832   $295,596.49   79.04                       0.250              0.016 
4674833   $269,230.34   58.70                       0.250              0.016 
4674835   $230,124.47   65.00                       0.250              0.016 
4674836   $109,753.55   61.11                       0.250              0.016 
4674837   $313,135.14   90.00               13      0.250              0.016 
4674841   $288,774.45   80.00                       0.250              0.016 
4674843   $247,256.87   80.00                       0.250              0.016 
4674844   $356,258.09   64.91                       0.250              0.016 
4674846   $253,694.42   93.65               13      0.250              0.016 
4674847   $449,064.81   75.00                       0.250              0.016 
4674848   $237,901.70   80.00                       0.250              0.016 
4674849   $360,111.38   90.00               06      0.250              0.016 
4674851   $329,410.34   79.99                       0.250              0.016 
4674853   $234,511.62   50.00                       0.250              0.016 
4674854   $648,237.93   70.27                       0.250              0.016 
4674855   $262,268.87   78.51                       0.250              0.016 
4674856   $235,533.74   80.00                       0.250              0.016 
4674857   $253,991.95   90.00               11      0.250              0.016 
4674858   $236,822.97   94.85               01      0.250              0.016 
4674860   $229,198.13   86.79               01      0.250              0.016 
4674861   $254,372.80   94.99               11      0.250              0.016 
4674862   $219,554.17   68.75                       0.250              0.016 
4674863   $71,125.20    80.00                       0.250              0.016 
4674864   $321,668.87   75.00                       0.250              0.016 
4674865   $327,064.96   80.00                       0.250              0.016 
4674868   $304,906.07   90.00               01      0.250              0.016 
4674869   $268,127.38   79.99                       0.250              0.016 
4674871   $437,979.05   80.00                       0.250              0.016 
4674872   $299,101.06   37.50                       0.250              0.016 
4674874   $112,684.79   47.08                       0.250              0.016 
4674876   $222,225.41   94.97               17      0.250              0.016 
4674878   $276,908.61   75.00                       0.250              0.016 
4674879   $203,004.91   79.98                       0.250              0.016 
4674882   $380,133.17   90.00               17      0.250              0.016 
4674884   $331,360.49   80.00                       0.250              0.016 
4674886   $222,774.24   95.00               13      0.250              0.016 
4674887   $438,648.40   75.21                       0.250              0.016 
4674888   $242,531.94   73.64                       0.250              0.016 
4674889   $130,911.72   75.00                       0.250              0.016 
4674890   $119,756.82   79.47                       0.250              0.016 
4674893   $448,991.81   79.79                       0.250              0.016 
4674894   $393,233.11   75.00                       0.250              0.016 
4674896   $323,292.02   75.35                       0.250              0.016 
4674897   $374,468.94   69.44                       0.250              0.016 
4674898   $372,224.84   70.38                       0.250              0.016 
4674900   $319,558.09   80.00                       0.250              0.016 
4674902   $315,309.49   79.00                       0.250              0.016 
4674903   $307,343.63   80.00                       0.250              0.016 
4674904   $606,138.97   75.00                       0.250              0.016 
4674905   $379,169.64   73.08                       0.250              0.016 
4674906   $260,255.97   90.00               12      0.250              0.016 
4674907   $285,798.45   94.99               06      0.250              0.016 
4674908   $119,750.63   39.74                       0.250              0.016 
4674910   $232,477.99   79.79                       0.250              0.016 
4674911   $219,565.35   69.84                       0.250              0.016 
4674912   $261,811.56   80.00                       0.250              0.016 
4674913   $124,651.91   64.10                       0.250              0.016 
4674914   $238,162.24   90.00               06      0.250              0.016 
4674915   $236,939.50   80.00                       0.250              0.016 
4674916   $259,658.71   89.66               11      0.250              0.016 
4674920   $249,305.03   64.99                       0.250              0.016 
4674921   $262,688.99   90.00               17      0.250              0.016 
4674922   $109,102.25   78.21                       0.250              0.016 
4674923   $226,258.12   95.00               13      0.250              0.016 
4674924   $229,944.80   80.00                       0.250              0.016 
4674927   $356,494.44   79.99                       0.250              0.016 
4674929   $53,853.63    75.00                       0.250              0.016 
4674930   $239,651.48   61.54                       0.250              0.016 
4674931   $528,952.84   55.79                       0.250              0.016 
4674932   $249,627.76   46.08                       0.250              0.016 
4674934   $79,700.07    59.26                       0.250              0.016 
4674935   $275,977.91   89.99               06      0.250              0.016 
4674937   $328,682.62   84.99               13      0.250              0.016 
4674938   $214,388.21   78.07                       0.250              0.016 
4674939   $87,827.71    80.00                       0.250              0.016 
4674940   $318,759.20   80.00                       0.250              0.016 
4674942   $179,738.61   80.00                       0.250              0.016 
4674943   $266,900.70   66.88                       0.250              0.016 
4674945   $254,147.76   95.00               13      0.250              0.016 
4674946   $359,094.70   80.00                       0.250              0.016 
4674947   $895,605.82   70.59                       0.250              0.016 
4674948   $343,370.38   80.00                       0.250              0.016 
4674949   $59,746.65    54.55                       0.250              0.016 
4674950   $299,215.39   92.86               13      0.250              0.016 
4674951   $123,767.17   80.00                       0.250              0.016 
4674952   $168,240.70   70.00                       0.250              0.016 
4674953   $299,407.25   74.07                       0.250              0.016 
4674954   $344,017.95   89.07               13      0.250              0.016 
4674955   $264,832.98   90.00               01      0.250              0.016 
4674958   $212,589.72   66.56                       0.250              0.016 
4674959   $276,923.30   75.00                       0.250              0.016 
4674960   $122,616.94   74.55                       0.250              0.016 
4674961   $149,478.38   64.10                       0.250              0.016 
4674962   $415,198.70   80.00                       0.250              0.016 
4674963   $219,541.65   89.43               01      0.250              0.016 
4674964   $233,551.26   95.00               01      0.250              0.016 
4674965   $285,774.18   80.00                       0.250              0.016 
4674967   $254,470.07   71.83                       0.250              0.016 
4674992   $137,610.12   80.00                       0.250              0.016 
4674993   $149,319.08   74.99                       0.250              0.016 
4674994   $473,732.41   75.28                       0.250              0.016 
4674996   $249,671.83   71.43                       0.250              0.016 
4674997   $259,186.90   89.98               06      0.250              0.016 
4674998   $80,839.87    47.65                       0.250              0.016 
4674999   $278,374.93   90.00               13      0.250              0.016 
4675001   $292,576.47   95.00               13      0.250              0.016 
4675002   $246,473.62   91.14               17      0.250              0.016 
4675003   $239,684.96   78.56                       0.250              0.016 
4675004   $257,876.38   80.00                       0.250              0.016 
4675006   $254,324.14   64.39                       0.250              0.016 
4675007   $216,745.77   95.00               11      0.250              0.016 
4675008   $89,020.56    74.96                       0.250              0.016 
4675010   $112,323.62   80.00                       0.250              0.016 
4675011   $307,359.91   80.00                       0.250              0.016 
4675012   $261,028.37   80.00                       0.250              0.016 
4675014   $231,292.11   90.00               12      0.250              0.016 
4675017   $384,179.53   83.70               06      0.250              0.016 
4675018   $239,184.00   80.00                       0.250              0.016 
4675019   $223,345.28   80.00                       0.250              0.016 
4675020   $47,841.76    71.49                       0.250              0.016 
4675022   $252,762.91   90.00               11      0.250              0.016 
4675023   $186,676.88   73.64                       0.250              0.016 
4675025   $569,212.87   71.25                       0.250              0.016 
4675026   $234,346.71   58.75                       0.250              0.016 
4675027   $241,160.56   94.98               11      0.250              0.016 
4675028   $119,842.47   80.00                       0.250              0.016 
4675029   $249,867.50   74.99                       0.250              0.016 
4675030   $298,394.10   65.00                       0.250              0.016 
4675031   $224,565.15   89.96               06      0.250              0.016 
4675032   $547,742.91   73.17                       0.250              0.016 
4675033   $260,643.37   95.00               01      0.250              0.016 
4675035   $80,085.36    74.99                       0.250              0.016 
4675036   $302,354.27   54.74                       0.250              0.016 
4675038   $274,377.65   89.29               12      0.250              0.016 
4675040   $242,455.59   88.36               12      0.250              0.016 
4675041   $229,509.85   71.88                       0.250              0.016 
4675042   $287,416.37   80.00                       0.250              0.016 
4675043   $384,531.87   70.00                       0.250              0.016 
4675044   $240,096.18   94.99               11      0.250              0.016 
4675048   $224,346.67   93.75               13      0.250              0.016 
4675049   $53,385.99    50.95                       0.250              0.016 
4675050   $270,967.73   80.00                       0.250              0.016 
4675051   $311,428.94   80.00                       0.250              0.016 
4675055   $605,013.15   74.18                       0.250              0.016 
4675056   $265,143.27   95.00               06      0.250              0.016 
4675057   $256,465.90   78.47                       0.250              0.016 
4675058   $219,858.57   95.00               06      0.250              0.016 
4675059   $351,170.60   79.99                       0.250              0.016 
4675060   $271,434.74   80.00                       0.250              0.016 
4675061   $246,512.79   80.00                       0.250              0.016 
4675063   $235,686.16   79.50                       0.250              0.016 
4675064   $344,863.50   79.88                       0.250              0.016 
4675065   $279,181.63   74.87                       0.250              0.016 
4675066   $324,050.09   78.13                       0.250              0.016 
4675067   $343,775.54   49.29                       0.250              0.016 
4675068   $64,871.59    26.51                       0.250              0.016 
4675069   $293,970.90   90.00               01      0.250              0.016 
4675071   $339,311.03   73.12                       0.250              0.016 
4675072   $418,442.67   80.00                       0.250              0.016 
4675073   $316,527.51   90.00                       0.250              0.016 
4675074   $164,166.67   67.70                       0.250              0.016 
4675075   $255,082.04   90.00               01      0.250              0.016 
4675077   $199,551.92   64.52                       0.250              0.016 
4675078   $257,477.17   72.68                       0.250              0.016 
4675079   $300,846.68   72.77                       0.250              0.016 
4675080   $413,487.92   80.00                       0.250              0.016 
4675081   $397,572.05   80.00                       0.250              0.016 
4675082   $83,339.16    50.00                       0.250              0.016 
4675084   $107,611.03   70.00                       0.250              0.016 
4675085   $239,525.81   80.00                       0.250              0.016 
4675086   $78,974.23    80.00                       0.250              0.016 
4675087   $259,220.89   63.41                       0.250              0.016 
4675089   $648,614.80   73.95                       0.250              0.016 
4675091   $233,247.33   94.98               12      0.250              0.016 
4675092   $258,619.28   80.00                       0.250              0.016 
4675093   $398,564.29   87.91               06      0.250              0.016 
4675094   $79,338.91    75.00                       0.250              0.016 
4675095   $76,363.52    60.00                       0.250              0.016 
4675097   $349,516.67   54.69                       0.250              0.016 
4675098   $404,269.32   85.00               17      0.250              0.016 
4675101   $237,679.55   70.00                       0.250              0.016 
4675103   $400,301.16   76.13                       0.250              0.016 
4675105   $337,764.56   90.00               06      0.250              0.016 
4675106   $159,482.79   80.00                       0.250              0.016 
4675107   $173,664.86   58.00                       0.250              0.016 
4675108   $254,567.97   57.95                       0.250              0.016 
4675109   $278,041.11   75.11                       0.250              0.016 
4675111   $459,319.54   71.63                       0.250              0.016 
4675112   $199,750.52   48.19                       0.250              0.016 
4675113   $256,267.38   65.06                       0.250              0.016 
4675114   $458,994.84   61.33                       0.250              0.016 
4675115   $318,736.21   89.97               01      0.250              0.016 
4675117   $222,699.93   80.00                       0.250              0.016 
4675119   $86,070.74    75.00                       0.250              0.016 
4675121   $399,189.45   76.19                       0.250              0.016 
4675124   $149,680.34   60.00                       0.250              0.016 
4675125   $295,134.84   80.00                       0.250              0.016 
4675127   $240,723.43   89.33               06      0.250              0.016 
4675129   $114,883.89   80.00                       0.250              0.016 
4675130   $256,465.90   79.88                       0.250              0.016 
4675134   $376,216.53   64.44                       0.250              0.016 
4675135   $115,677.53   80.00                       0.250              0.016 
4675136   $120,966.53   75.00                       0.250              0.016 
4675137   $87,716.47    80.00                       0.250              0.016 
4675139   $127,727.22   33.68                       0.250              0.016 
4675141   $262,679.99   80.00                       0.250              0.016 
4675142   $90,951.29    80.00                       0.250              0.016 
4675143   $241,524.09   95.00               17      0.250              0.016 
4675144   $319,283.07   80.00                       0.250              0.016 
4675146   $269,395.10   64.29                       0.250              0.016 
4675147   $263,451.38   80.00                       0.250              0.016 
4675148   $439,038.54   80.00                       0.250              0.016 
4675150   $124,266.23   75.00                       0.250              0.016 
4675151   $219,586.90   80.00                       0.250              0.016 
4675154   $135,237.72   74.04                       0.250              0.016 
4675155   $638,798.23   71.91                       0.250              0.016 
4675156   $134,739.97   61.36                       0.250              0.016 
4675157   $203,356.11   80.00                       0.250              0.016 
4675158   $105,726.81   62.35                       0.250              0.016 
4675159   $459,044.04   80.00                       0.250              0.016 
4675162   $222,883.92   80.00                       0.250              0.016 
4675163   $95,728.74    78.69                       0.250              0.016 
4675164   $226,466.34   85.00               06      0.250              0.016 
4675165   $271,595.02   80.00                       0.250              0.016 
4675166   $362,817.46   51.93                       0.250              0.016 
4675168   $247,035.26   75.00                       0.250              0.016 
4675170   $251,489.34   78.75                       0.250              0.016 
4675171   $378,943.58   80.00                       0.250              0.016 
4675172   $307,391.48   80.00                       0.250              0.016 
4675174   $78,245.10    80.00                       0.250              0.016 
4675176   $91,818.23    80.00                       0.250              0.016 
4675177   $198,154.79   75.00                       0.250              0.016 
4675178   $66,381.34    73.89                       0.250              0.016 
4675181   $418,797.45   89.62               06      0.250              0.016 
4675182   $301,356.43   75.50                       0.250              0.016 
4675183   $420,447.36   70.17                       0.250              0.016 
4675185   $127,753.46   80.00                       0.250              0.016 
4675188   $234,523.80   80.00                       0.250              0.016 
4675190   $123,579.11   75.00                       0.250              0.016 
4675191   $284,392.63   75.00                       0.250              0.016 
4675192   $340,807.63   87.13               06      0.250              0.016 
4675194   $794,701.08   66.32                       0.250              0.016 
4675199   $118,348.74   61.03                       0.250              0.016 
4675200   $302,553.86   80.00                       0.250              0.016 
4675201   $298,954.07   93.76               13      0.250              0.016 
4675202   $235,349.06   73.20                       0.250              0.016 
4675208   $455,801.83   80.00                       0.250              0.016 
4675209   $321,121.15   80.00                       0.250              0.016 
4675210   $219,458.57   80.00                       0.250              0.016 
4675212   $52,932.16    64.63                       0.250              0.016 
4675213   $568,815.44   57.00                       0.250              0.016 
4675214   $111,845.33   80.00                       0.250              0.016 
4675215   $375,393.86   75.18                       0.250              0.016 
4675216   $51,933.45    80.00                       0.250              0.016 
4675217   $138,917.93   80.00                       0.250              0.016 
4675218   $255,288.31   77.34                       0.250              0.016 
4675220   $998,619.08   72.41                       0.250              0.016 
4675221   $362,459.52   41.72                       0.250              0.016 
4675222   $268,989.84   79.99                       0.250              0.016 
4675224   $447,349.44   77.91                       0.250              0.016 
4675226   $259,622.43   80.00                       0.250              0.016 
4675227   $148,167.29   75.00                       0.250              0.016 
4675230   $299,030.25   93.27               17      0.250              0.016 
4675232   $99,792.19    80.00                       0.250              0.016 
4675233   $246,958.70   80.00                       0.250              0.016 
4675234   $226,462.31   80.00                       0.250              0.016 
4675235   $181,748.68   80.00                       0.250              0.016 
4675239   $205,992.23   80.00                       0.250              0.016 
4675240   $311,137.90   80.00                       0.250              0.016 
4675241   $239,786.33   95.00               13      0.250              0.016 
4675242   $251,376.51   80.00                       0.250              0.016 
4675243   $281,409.27   74.21                       0.250              0.016 
4675244   $269,081.29   64.29                       0.250              0.016 
4675248   $245,243.33   80.00                       0.250              0.016 
4675249   $223,690.67   80.00                       0.250              0.016 
4675250   $127,727.22   80.00                       0.250              0.016 
4675251   $295,483.23   80.00                       0.250              0.016 
4675253   $275,609.14   80.00                       0.250              0.016 
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4675748    344062.81    84.15               6       0.250              0.016 
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4675751    95867.43     80.00                       0.250              0.016 
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4675756     251652      79.62                       0.250              0.016 
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4675767    402584.49    80.00                       0.250              0.016 
4675769    299553.31    94.49               1       0.250              0.016 
4675770    527296.43    75.00                       0.250              0.016 
4675771    135812.19    80.00                       0.250              0.016 
4675772    174146.73    79.96                       0.250              0.016 
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4675775    639047.07    80.00                       0.250              0.016 
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4675779    649079.51    60.30                       0.250              0.016 
4675780    355745.5     75.00                       0.250              0.016 
4675782    370261.55    90.00               1       0.250              0.016 
4675783    519244.89    70.75                       0.250              0.016 
4675785    283617.59    70.12                       0.250              0.016 
4675786    269587.82    57.45                       0.250              0.016 
4675788    226067.18    94.99               12      0.250              0.016 
4675789    339518.49    76.06                       0.250              0.016 
4675790    259675.66    73.74                       0.250              0.016 
4675791    156141.32    80.00                       0.250              0.016 
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4675793    263606.92    80.00                       0.250              0.016 
4675795    115839.8     80.00                       0.250              0.016 
4675796    269556.07    58.38                       0.250              0.016 
4675797    312583.87    80.00                       0.250              0.016 
4675798    113465.38    74.98                       0.250              0.016 
4675800    349235.2     70.71                       0.250              0.016 
4675802    444353.78    74.79                       0.250              0.016 
4675804    334522.95    75.00                       0.250              0.016 
4675805    235097.91    80.00                       0.250              0.016 
4675808    139811.48    50.72                       0.250              0.016 
4675810    307541.39    78.97                       0.250              0.016 
4675811    118078.38    65.00                       0.250              0.016 
4675812    291126.62    85.00               6       0.250              0.016 
4675813    391458.67    67.94                       0.250              0.016 
4675814    391045.42    80.00                       0.250              0.016 
4675816    59122.28     80.00                       0.250              0.016 
4675817    253299.73    95.00               11      0.250              0.016 
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4675820    222875.88    90.00               12      0.250              0.016 
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4676237    340616.94    89.88               13      0.250              0.016 
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4676325    234159.46    75.16                       0.250              0.016 
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4676340     247011      90.00               24      0.250              0.016 
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4676411    229582.54    95.00               6       0.250              0.016 
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4676420    274629.73    69.44                       0.250              0.016 
4676421    599150.31    78.95                       0.250              0.016 
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4676423    249654.77    76.92                       0.250              0.016 
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4676427     251652      75.00                       0.250              0.016 
4676428    300544.09    73.12                       0.250              0.016 
4676429    449329.97    61.73                       0.250              0.016 
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4676432    446996.28    80.00                       0.250              0.016 
4676433    74486.11     89.99               11      0.250              0.016 
4676434    284177.67    80.00                       0.250              0.016 
4676435    570781.03    80.00                       0.250              0.016 
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4676438    174764.37    64.81                       0.250              0.016 
4676439    294571.6     79.73                       0.250              0.016 
4676440    471348.21    80.00                       0.250              0.016 
4676442    699008.69    51.85                       0.250              0.016 
4676443    648747.9     48.15                       0.250              0.016 
4676444    231703.1     76.32                       0.250              0.016 
4676445    486792.09    75.00                       0.250              0.016 
4676446    62875.93     80.00                       0.250              0.016 
4676447    411386.55    80.00                       0.250              0.016 
4676450    639159.85    80.00                       0.250              0.016 
4676451    251854.94    79.99                       0.250              0.016 
4676453    159675.79    62.75                       0.250              0.016 
4676454    459364.78    76.67                       0.250              0.016 
4676455    82170.61     17.25                       0.250              0.016 
4676456    279613.34    68.29                       0.250              0.016 
4676457    359477.22    79.57                       0.250              0.016 
4676460    329678.04    79.61                       0.250              0.016 
4676461    403605.84    79.25                       0.250              0.016 
4676465    214264.15    44.16                       0.250              0.016 
4676467    290781.59    77.87                       0.250              0.016 
4676468    271434.74    80.00                       0.250              0.016 
4676469    431340.54    80.00                       0.250              0.016 
4676470    42946.34     79.63                       0.250              0.016 
4676472    363985.26    68.22                       0.250              0.016 
4676473    319546.84    80.00                       0.250              0.016 
4676475    250678.79    89.96               13      0.250              0.016 
4676476    369501.82    78.72                       0.250              0.016 
4676477    305521.14    85.00               11      0.250              0.016 
4676478    292184.86    79.99                       0.250              0.016 
4676484    303393.32    80.00                       0.250              0.016 
4676485    235110.39    79.86                       0.250              0.016 
4676486     280168      90.00               6       0.250              0.016 
4676488    796034.28    75.00                       0.250              0.016 
4676492    211684.36    80.00                       0.250              0.016 
4676493    43946.49     65.87                       0.250              0.016 
4676494    254629.69    85.00               13      0.250              0.016 
4676495    611088.76    80.00                       0.250              0.016 
4676496    259445.93    79.75                       0.250              0.016 
4676497    251006.59    80.00                       0.250              0.016 
4676498    262558.01    79.85                       0.250              0.016 
4676501    334688.32    80.00                       0.250              0.016 
4676502    447131.7     74.94                       0.250              0.016 
4676503    235509.53    43.70                       0.250              0.016 
4676504    139030.74    80.00                       0.250              0.016 
4676506    426431.3     80.00                       0.250              0.016 
4676507    696607.38    75.00                       0.250              0.016 
4676508    649032.21    75.14                       0.250              0.016 
4676509    254011.65    80.00                       0.250              0.016 
4676512    358999.2     77.75                       0.250              0.016 
4676514    111795.01    80.00                       0.250              0.016 
4676518    299344.46    63.16                       0.250              0.016 
4676519    195592.66    80.00                       0.250              0.016 
4676520    107953.43    70.00                       0.250              0.016 
4676521    295601.44    74.00                       0.250              0.016 
4676522    245668.76    74.55                       0.250              0.016 
4676523    255138.18    90.00               6       0.250              0.016 
4676526    897497.99    60.00                       0.250              0.016 
4676533    231671.45    61.07                       0.250              0.016 
4676535    223081.9     78.95                       0.250              0.016 
4676536    347200.71    80.00                       0.250              0.016 
4676537    484942.48    80.00                       0.250              0.016 
4676538    279583.08    80.00                       0.250              0.016 
4676541    239488.55    80.00                       0.250              0.016 
4676542    225687.91    80.00                       0.250              0.016 
4676543    70314.39     80.00                       0.250              0.016 
4676545    372272.06    76.87                       0.250              0.016 
4676546    301160.45    79.47                       0.250              0.016 
4676548    498609.99    82.68               6       0.250              0.016 
4676549    231679.61    80.00                       0.250              0.016 
4676550    280414.32    87.81               12      0.250              0.016 
4676551    227643.19    95.00               13      0.250              0.016 
4676553    283077.88    76.01                       0.250              0.016 
4676554    234683.59    63.69                       0.250              0.016 
4676555    273913.13    61.11                       0.250              0.016 
4676558    147795.61    80.00                       0.250              0.016 
4676559    250054.21    80.00                       0.250              0.016 
4676560    263644.54    80.00                       0.250              0.016 
4676561    282089.76    66.47                       0.250              0.016 
4676562    348717.4     70.00                       0.250              0.016 
4676564    98724.78     70.71                       0.250              0.016 
4676567    287459.21    80.00                       0.250              0.016 
4676568    232527.82    75.16                       0.250              0.016 
4676569    284596.39    95.00               12      0.250              0.016 
4676575    263956.31    63.10                       0.250              0.016 
4676578    238153.66    90.00               13      0.250              0.016 
4676579    271605.01    80.00                       0.250              0.016 
4676580    306557.37    76.81                       0.250              0.016 
4676582    167567.05    53.16                       0.250              0.016 
4676584    280729.98    72.13                       0.250              0.016 
4676585    239332.8     80.00                       0.250              0.016 
4676588    315343.3     80.00                       0.250              0.016 
4676589    323505.4     90.00               12      0.250              0.016 
4676590    455354.24    80.00                       0.250              0.016 
4676591      60017      64.97                       0.250              0.016 
4676592    247293.02    67.03                       0.250              0.016 
4676594    194095.76    80.00                       0.250              0.016 
4676595    563765.41    78.42                       0.250              0.016 
4676598    219688.44    80.00                       0.250              0.016 
4676601    246878.25    80.00                       0.250              0.016 
4676603    309618.48    90.00               13      0.250              0.016 
4676604    406608.68    80.00                       0.250              0.016 
4676605    447396.79    80.00                       0.250              0.016 
4676606    471314.59    78.67                       0.250              0.016 
4676607    299585.73    31.61                       0.250              0.016 
4676608    201328.56    80.00                       0.250              0.016 
4676609    454446.76    70.00                       0.250              0.016 
4676610    295611.43    80.00                       0.250              0.016 
4676612    352013.23    75.00                       0.250              0.016 
4676613    210799.78    65.00                       0.250              0.016 
4676614    219173.33    57.89                       0.250              0.016 
4676616    328034.79    78.21                       0.250              0.016 
4676617    386651.67    80.00                       0.250              0.016 
4676618    219604.09    75.00                       0.250              0.016 
4676619    142213.07    80.00                       0.250              0.016 
4676620    226820.86    80.00                       0.250              0.016 
4676621    252468.14    80.00                       0.250              0.016 
4676623    648543.74    72.22                       0.250              0.016 
4676624    69465.91     80.00                       0.250              0.016 
4676626    411097.53    75.00                       0.250              0.016 
4676629    256089.17    79.99                       0.250              0.016 
4676633    394199.55    60.49                       0.250              0.016 
4676634    319546.84    63.37                       0.250              0.016 
4676636    387863.66    80.00                       0.250              0.016 
4676641    531246.6     80.00                       0.250              0.016 
4676642    274383.89    73.73                       0.250              0.016 
4676643    251615.3     80.00                       0.250              0.016 
4676646    219531.15    80.00                       0.250              0.016 
4676647    259622.45    74.29                       0.250              0.016 
4676648    246972.53    90.00               11      0.250              0.016 
4676650    143748.6     80.00                       0.250              0.016 
4676652    379461.86    80.00                       0.250              0.016 
4676653    295880.39    79.98                       0.250              0.016 
4676654    499360.13    62.50                       0.250              0.016 
4676655    53483.34     80.00                       0.250              0.016 
4676657    127310.16    79.69                       0.250              0.016 
4676658    598721.33    75.00                       0.250              0.016 
4676659    649189.16    76.47                       0.250              0.016 
4676662    406437.96    79.80                       0.250              0.016 
4676663    469367.16    74.96                       0.250              0.016 
4676665    81498.21     77.35                       0.250              0.016 
4676666    258890.79    80.00                       0.250              0.016 
4676667    229824.07    89.99               17      0.250              0.016 
4676668    209552.46    64.62                       0.250              0.016 
4676669    359502.87    80.00                       0.250              0.016 
4676670    587208.29    80.00                       0.250              0.016 
4676671    416438.53    73.42                       0.250              0.016 
4676673    299327.9     51.28                       0.250              0.016 
4676674    557148.2     66.43                       0.250              0.016 
4676675    873035.88    68.36                       0.250              0.016 
4676676    538848.47    74.48                       0.250              0.016 
4676677    439163.71    80.00                       0.250              0.016 
4676679    459380.64    59.35                       0.250              0.016 
4676683    169664.11    75.56                       0.250              0.016 
4676684    115847.72    80.00                       0.250              0.016 
4676685    315574.52    80.00                       0.250              0.016 
4676686    359288.74    90.00               17      0.250              0.016 
4676687    291408.28    80.00                       0.250              0.016 
4676689    235509.54    80.00                       0.250              0.016 
4676690    582786.34    79.89                       0.250              0.016 
4676691    748910.89    75.00                       0.250              0.016 
4676692    239349.38    60.00                       0.250              0.016 
4676694    233684.93    90.00               13      0.250              0.016 
4676695    387422.28    80.00                       0.250              0.016 
4676696    325031.15    80.00                       0.250              0.016 
4676697    260920.54    79.99                       0.250              0.016 
4676699    105306.06    75.00                       0.250              0.016 
4676701    320259.89    58.90                       0.250              0.016 
4676702    315326.55    76.14                       0.250              0.016 
4676703    219680.52    80.00                       0.250              0.016 
4676704    255232.89    80.00                       0.250              0.016 
4676705    326712.82    80.00                       0.250              0.016 
4676707    359306.57    80.00                       0.250              0.016 
4676708    227651.95    80.00                       0.250              0.016 
4676709    246641.3     95.00               11      0.250              0.016 
4676710    490605.13    73.32                       0.250              0.016 
4676711    272672.93    79.14                       0.250              0.016 
4676713    355508.39    80.00                       0.250              0.016 
4676715    426193.73    89.89               13      0.250              0.016 
4676716    289266.32    79.89                       0.250              0.016 
4676717    299144.01    61.73                       0.250              0.016 
4676719    282589.04    69.02                       0.250              0.016 
4676720    429790.49    80.00                       0.250              0.016 
4676723    284575.64    77.34                       0.250              0.016 
4676724    310791.46    80.00                       0.250              0.016 
4676730    243387.07    75.00                       0.250              0.016 
4676732    226878.25    80.00                       0.250              0.016 
4676733    132911.5     76.06                       0.250              0.016 
4676736    289557.31    76.22                       0.250              0.016 
4676737    988667.03    52.80                       0.250              0.016 
4676738    481716.84    80.00                       0.250              0.016 
4676739    375198.68    80.00                       0.250              0.016 
4676742    419342.72    75.00                       0.250              0.016 
4676746    334525.57    70.53                       0.250              0.016 
4676749    407407.52    65.54                       0.250              0.016 
4676750    142103.82    59.38                       0.250              0.016 
4676751    249468.59    95.00               13      0.250              0.016 
4676752    370669.03    90.00               1       0.250              0.016 
4676753    299407.25    75.00                       0.250              0.016 
4676754    339238.27    80.00                       0.250              0.016 
4676756     99851.1     56.50                       0.250              0.016 
4676757    227366.15    80.00                       0.250              0.016 
4676759    133189.57    80.00                       0.250              0.016 
4676760    71903.04     8.00                        0.250              0.016 
4676761    454446.76    77.12                       0.250              0.016 
4676764    299553.33    80.00                       0.250              0.016 
4676765    99865.35     34.48                       0.250              0.016 
4676766    399461.43    55.17                       0.250              0.016 
4676767    292064.48    90.00               12      0.250              0.016 
4676768    823801.98    75.00                       0.250              0.016 
4676769    830729.93    55.47                       0.250              0.016 
4676772    299553.31    58.25                       0.250              0.016 
4676773    299564.36    70.26                       0.250              0.016 
4676774    599171.45    73.62                       0.250              0.016 
4676776    227185.83    58.33                       0.250              0.016 
4676777    227193.86    95.00               11      0.250              0.016 
4676778    164657.09    65.61                       0.250              0.016 
4676779    262146.55    76.09                       0.250              0.016 
4676780    275646.79    64.94                       0.250              0.016 
4676782    417437.19    76.00                       0.250              0.016 
4676783    333553.06    80.00                       0.250              0.016 
4676786    514288.83    78.03                       0.250              0.016 
4676787    261820.81    80.00                       0.250              0.016 
4676788    549240.49    62.50                       0.250              0.016 
4676792    461511.82    79.69                       0.250              0.016 
4676795    607094.72    80.00                       0.250              0.016 
4676798    263626.14    80.00                       0.250              0.016 
4676800    339506.27    80.00                       0.250              0.016 
4676801    299203.83    89.98               13      0.250              0.016 
4676802    547262.15    80.00                       0.250              0.016 
4676803    519513.25    80.00                       0.250              0.016 
4676807    692791.99    75.00                       0.250              0.016 
4676809    315517.61    80.00                       0.250              0.016 
4676810    456835.64    75.00                       0.250              0.016 
4676814    349491.75    46.05                       0.250              0.016 
4676816    499326.77    73.53                       0.250              0.016 
4676817    346470.28    71.55                       0.250              0.016 
4676819    624144.42    62.50                       0.250              0.016 
4676976    998653.56    74.07                       0.250              0.016 
4676977    998653.56    65.79                       0.250              0.016 
4676982    997219.98    74.07                       0.250              0.016 
4676984    997921.85    6.90                        0.250              0.016 
4676989    998547.86    45.45                       0.250              0.016 
4676990    997921.82    62.50                       0.250              0.016 
4677240    288196.54    85.00               13      0.250              0.016 
4677246    399419.14    75.97                       0.250              0.016 
4677248    488981.67    71.53                       0.250              0.016 
4677257    188758.13    70.00                       0.250              0.016 
4677259    499291.92    71.43                       0.250              0.016 
4677260    112359.65    75.00                       0.250              0.016 
4677263    449362.73    63.16                       0.250              0.016 
4677265    272991.17    85.00               13      0.250              0.016 
4677268    37550.64     80.00                       0.250              0.016 
4677270    232318.3     66.88                       0.250              0.016 
4677279    314321.76    64.29                       0.250              0.016 
4677281    275405.74    55.20                       0.250              0.016 
4677283    486873.71    69.84                       0.250              0.016 
4677284    364760.13    76.20                       0.250              0.016 
4678833     259116      89.66               17      0.250              0.016 
4680138    78244.38     80.00                       0.250              0.016 
4680160    351211.37    80.00                       0.250              0.016 
4680986    75892.36     80.00                       0.250              0.016 
4682123    73006.44     74.97                       0.250              0.016 
4683515    191642.07    80.00                       0.250              0.016 

         $426,213,159.74                                                     

EX-4
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EXHIBIT F-3 

NASCOR                                                                          
NMI / 1998-01  Exhibit F-3 (Part A)                                             
20 & 30 YEAR FIXED RATE NON RELOCATION LOANS                                    

                                                        [Enlarge/Download Table]


                                                                      NET                                  
MORTGAGE                                                 MORTGAGE  MORTGAGE   CURRENT   ORIGINAL  SCHEDULED
LOAN                                    ZIP    PROPERTY  INTEREST  INTEREST   MONTHLY   TERM TO   MATURITY 
NUMBER    CITY                 STATE   CODE     TYPE       RATE      RATE     PAYMENT   MATURITY    DATE   
------    ----                 -----   ----     ----       ----      ----     -------   --------    ----   
                                                                                                           
4673886   MUTTONTOWN             NY    11791     SFD      7.875     7.1401   $4,712.96    360     1-Oct-27 
4673905   YAPHANK                NY    11980     LCO       8.25     7.2263    $431.23     360     1-Nov-27 
4673907   KATONAH                NY    10536     SFD      7.625     7.0826   $1,761.00    360     1-Oct-27 
4673914   BEDFORD HILLS          NY    10507     SFD       8.25     7.2263   $1,765.48    360     1-Nov-27 
4673917   MAHWAH                 NJ    7430      SFD       8.25     7.2263   $1,577.66    360     1-Nov-27 
4673922   SANTA BARBARA          CA    93110     SFD       7.75     7.1113   $4,656.68    360     1-Aug-27 
4673923   MONTVALE               NJ    7645      SFD       7.75     7.1113   $1,970.14    360     1-Nov-27 
4673928   BROOKLYN               NY    11217     MF2      8.125     7.1976   $3,758.90    360     1-Nov-27 
4673934   NORTHPORT              NY    11768     SFD       7.5      7.0538   $1,048.83    360     1-Nov-27 
4673948   JERICHO                NY    11753     SFD      7.875     7.1401   $1,763.37    360     1-Nov-27 
4673953   CHESTNUT RIDGE         NY    10977     SFD      7.875     7.1401   $1,827.18    360     1-Nov-27 
4673954   ALPINE                 UT    84004     SFD       7.5      7.0538   $4,789.62    360     1-Nov-27 
4673982   SEARINGTOWN            NY    11507     SFD       7.5      7.0538   $3,775.76    360     1-Oct-27 
4674006   CORAL SPRINGS          FL    33065     SFD        8       7.1688   $1,812.40    360     1-Oct-27 
4674009   MONTVILLE              NJ    7045      SFD        8       7.1688   $2,384.74    360     1-Aug-27 
4674010   MAIMI BEACH            FL    33140     SFD       7.75     7.1113   $1,973.72    360     1-Nov-27 
4674013   LAS VEGAS              NV    89117     SFD        8       7.1688   $2,083.52    360     1-Nov-27 
4674020   POWAY                  CA    92064     SFD      7.875     7.1401   $1,848.93    360     1-Nov-27 
4674021   RANDOLPH               NJ    7869      SFD      7.375     7.0251   $1,602.32    360     1-Aug-27 
4674028   PALISADES PARK         NJ    7650      MF2       8.25     7.2263   $2,178.67    360     1-Aug-27 
4674029   DOYLESTOWN             PA    18901     SFD      7.625     7.0826   $1,638.54    360     1-Nov-27 
4674034   AUDUBON                PA    19403     SFD        8       7.1688   $2,223.31    360     1-Aug-27 
4674036   GREAT NECK             NY    11021     SFD      8.125     7.1976   $2,672.99    360     1-Jun-27 
4674041   HARRISON               NY    10528     SFD      8.125     7.1976   $3,705.07    360     1-Oct-27 
4674047   WHITE PLAINS           NY    10603     SFD      8.125     7.1976   $3,712.49    360     1-Oct-27 
4674053   STONY POINT            NY    10980     SFD      8.375     7.2551   $2,216.75    360     1-Aug-27 
4674072   NEW YORK               NY    10024     HCO      7.875     7.1401   $2,537.74    360     1-Oct-27 
4674077   MIDDLETOWN             NJ    7748      SFD      8.375     7.2551   $2,189.01    360     1-Nov-27 
4674082   OSSINING               NY    10562     SFD       8.5      7.2838   $1,076.48    360     1-Nov-27 
4674087   WALL TOWNSHIP          NJ    8736      SFD      8.125     7.1976   $2,375.99    360     1-Oct-27 
4674090   BERLIN                 NJ    8009      SFD       8.25     7.2263    $580.36     360     1-Oct-27 
4674092   MONTAUK                NY    11954     SFD       8.25     7.2263   $3,098.97    360     1-Nov-27 
4674094   IRVINGTON              NY    10533     SFD      7.875     7.1401   $1,783.67    360     1-Nov-27 
4674099   RIVER EDGE             NJ    7661      SFD       8.25     7.2263   $1,863.14    360     1-Oct-27 
4674104   WEST NYACK             NY    10994     SFD      8.125     7.1976   $1,781.25    360     1-Oct-27 
4674148   SMITHTOWN              NY    11787     SFD        8       7.1688   $2,201.29    360     1-Aug-27 
4674155   STAMFORD               CT    6902      SFD      8.125     7.1976   $2,539.34    360     1-Sep-27 
4674158   PHOENIX                AZ    85310     SFD      8.375     7.2551   $2,151.01    360     1-Oct-27 
4674165   STONINGTON             CT    6378      SFD      7.375     7.0251   $2,624.57    360     1-Oct-27 
4674169   NEW YORK               NY    10001     HCO       7.75     7.1113   $2,865.65    360     1-Aug-27 
4674170   WEST MILFORD           NJ    7421      SFD       8.75     7.3413   $1,838.91    360     1-Oct-27 
4674176   WEST WINDSOR           NJ    8550      SFD       7.75     7.1113   $2,206.55    360     1-Oct-27 
4674183   TUXEDO                 NY    10987     SFD      7.875     7.1401   $1,867.79    360     1-Oct-27 
4674184   CAMARILLO              CA    93010     SFD       8.25     7.2263   $1,791.77    360     1-Nov-27 
4674188   HILLSBOROUGH           NJ    8502      SFD       8.25     7.2263   $1,877.42    360     1-Sep-27 
4674191   NORWALK                CT    6850      SFD      8.125     7.1976   $1,893.37    360     1-Sep-27 
4674197   RANDOLPH               NJ    7869      SFD      7.875     7.1401   $2,087.47    360     1-Oct-27 
4674202   KINNELON               NJ    7405      SFD        8       7.1688   $1,819.74    360     1-Oct-27 
4674208   CHATHAM                NJ    7928      SFD      7.875     7.1401   $1,812.67    360     1-Sep-27 
4674217   RUMSON                 NJ    7760      SFD       8.25     7.2263   $2,366.49    360     1-Oct-27 
4674220   WALLINGFORD            CT    6492      SFD       8.5      7.2838    $609.75     360     1-Oct-27 
4674222   WESTPORT               CT    6880      SFD      7.875     7.1401   $2,088.20    360     1-Oct-27 
4674223   MOORESTOWN             NJ    8057      SFD       8.25     7.2263   $3,822.45    360     1-Nov-27 
4674225   FAIRFIELD              CT    6432      SFD       8.25     7.2263   $1,051.78    360     1-Nov-27 
4674228   SEA GIRT               NJ    8750      SFD       7.5      7.0538   $2,622.05    360     1-Nov-27 
4674231   LIDO BEACH             NY    11561     SFD       8.75     7.3413   $1,180.05    360     1-Oct-27 
4674234   MOORESTOWN             NJ    8057      SFD      7.875     7.1401   $1,631.41    360     1-Oct-27 
4674236   TORRINGTON             CT    6790      SFD       8.5      7.2838    $307.57     360     1-Oct-27 
4674238   BROOKLYN               NY    11209     SFD      7.875     7.1401   $1,624.16    360     1-Sep-27 
4674240   STATEN ISLAND          NY    10321     SFD       7.75     7.1113   $2,471.63    360     1-Oct-27 
4674244   BERKELEY HEIGHTS       NJ    7922      SFD      7.375     7.0251   $1,795.76    360     1-Nov-27 
4674247   DARIEN                 CT    6820      SFD      8.125     7.1976   $4,083.74    360     1-Nov-27 
4674250   CLINTON                NJ    8809      SFD      8.375     7.2551   $2,059.80    360     1-Oct-27 
4674252   ARMONK                 NY    10504     SFD      7.875     7.1401   $2,175.21    360     1-Nov-27 
4674256   SPARTA                 NJ    7871      SFD      7.625     7.0826   $2,123.38    360     1-Nov-27 
4674258   FAIRFIELD              CT    6430      SFD       7.5      7.0538   $2,226.30    360     1-Nov-27 
4674261   PORT WASHINGTON        NY    11050     SFD        8       7.1688   $3,301.95    360     1-Nov-27 
4674262   WOODBURY               NY    11797     SFD       7.5      7.0538   $2,908.74    360     1-Nov-27 
4674264   PORT WASHINGTON        NY    11050     SFD       8.75     7.3413   $1,523.05    360     1-Oct-27 
4674266   MONROE                 CT    6468      SFD        8       7.1688   $1,847.25    360     1-Oct-27 
4674267   NEW CANAAN             CT    6840      SFD      7.375     7.0251   $3,805.62    360     1-Oct-27 
4674270   FOREST HILLS           NY    11375     MF2       7.75     7.1113   $2,951.62    360     1-Nov-27 
4674272   RYE                    NY    10580     SFD      7.875     7.1401   $2,265.85    360     1-Nov-27 
4674274   NORWALK                CT    6851      LCO       8.5      7.2838    $484.80     360     1-Nov-27 
4674275   GREEN                  NJ    7821      SFD       7.5      7.0538   $2,233.10    240     1-Sep-17 
4674277   WATCHUNG               NJ    7060      SFD       8.25     7.2263   $4,085.01    360     1-Nov-27 
4674278   PARAMUS                NJ    7022      SFD       8.5      7.2838   $2,114.52    360     1-Oct-27 
4674279   LYNBROOK               NY    11563     SFD      8.125     7.1976   $1,262.25    360     1-Nov-27 
4674285   NEW YORK               NY    10012     LCO       7.5      7.0538   $2,153.59    360     1-Nov-27 
4674288   LONG BRANCH            NJ    7740      SFD      7.875     7.1401    $543.80     360     1-Nov-27 
4674289   MANALAPAN              NJ    7726      SFD       7.5      7.0538   $1,706.08    360     1-Oct-27 
4674292   EDISON                 NJ    8820      SFD       7.75     7.1113   $2,127.74    360     1-Nov-27 
4674293   NEW YORK               NY    10021     HCO       8.5      7.2838   $3,457.04    360     1-Oct-27 
4674296   MOORESTOWN             NJ    8057      SFD      7.875     7.1401   $2,175.21    360     1-Nov-27 
4674300   OAKRIDGE               OR    97463     SFD      7.875     7.1401    $413.29     360     1-Nov-27 
4674303   SCARSDALE              NY    10583     SFD      8.125     7.1976   $3,415.49    360     1-Oct-27 
4674309   LAWRENCE               NY    11559     SFD        8       7.1688   $1,966.49    360     1-Oct-27 
4674310   WEST HAVEN             CT    6516      SFD      8.375     7.2551    $503.93     360     1-Nov-27 
4674311   BROOKLYN               NY    11223     MF2      8.375     7.2551   $2,293.52    360     1-Sep-27 
4674318   TRUMBULL               CT    6611      SFD       7.75     7.1113   $2,385.66    360     1-Nov-27 
4674319   EDISON                 NJ    8820      SFD        8       7.1688   $2,406.75    360     1-Oct-27 
4674320   TEANECK                NJ    7666      SFD       8.5      7.2838   $2,219.85    360     1-Oct-27 
4674324   FARMINGTON             CT    6032      SFD       7.75     7.1113   $1,988.05    360     1-Nov-27 
4674325   MONTGOMERY             NJ    8502      SFD      7.875     7.1401   $1,805.42    360     1-Oct-27 
4674327   WEST NYACK             NY    10994     SFD      7.375     7.0251   $1,554.02    360     1-Sep-27 
4674328   FREEHOLD               NJ    7728      SFD      8.625     7.3126   $1,946.03    360     1-Sep-27 
4674330   OLD LYME               CT    6371      SFD      7.375     7.0251   $1,844.11    360     1-Nov-27 
4674331   OSSINING               NY    10562     SFD       7.5      7.0538   $1,762.03    360     1-Nov-27 
4674333   LARCHMONT              NY    10538     SFD       7.5      7.0538   $2,478.02    360     1-Nov-27 
4674335   NEW CITY               NY    10956     SFD        8       7.1688   $1,907.79    360     1-Oct-27 
4674336   UPPER SADDLE RIVER     NJ    7458      SFD      8.125     7.1976   $2,435.39    360     1-Nov-27 
4674340   DARIEN                 CT    6820      SFD       7.75     7.1113   $3,135.02    360     1-Nov-27 
4674350   IRVINGTON              NY    10533     SFD       7.75     7.1113   $3,089.17    360     1-Oct-27 
4674353   HIGHLAND MILLS         NY    10930     SFD       7.75     7.1113   $1,792.47    360     1-Nov-27 
4674356   PRINCETON JUNCTION     NJ    8550      SFD       7.5      7.0538   $1,555.05    360     1-Nov-27 
4674358   MANHASSET HILLS        NY    11040     SFD       7.75     7.1113   $2,536.10    360     1-Nov-27 
4674363   MAPLEWOOD              NJ    7040      SFD       7.75     7.1113   $1,637.72    360     1-Nov-27 
4674364   MANASSAS               VA    20112     SFD      7.625     7.0826   $1,821.86    360     1-Nov-27 
4674365   BRONX                  NY    10471     SFD      7.625     7.0826   $3,538.62    360     1-Nov-27 
4674366   GLEN COVE              NY    11542     PUD       7.75     7.1113   $1,647.75    360     1-Nov-27 
4674368   MARLTON                NJ    8053      SFD      7.875     7.1401   $1,486.39    360     1-Nov-27 
4674369   NORWALK                CT    6850      SFD      7.625     7.0826   $1,769.49    360     1-Oct-27 
4674373   RYE                    NY    10580     SFD        8       7.1688   $3,580.78    360     1-Nov-27 
4674375   GREAT NECK             NY    11023     SFD      8.125     7.1976   $3,875.84    360     1-Nov-27 
4674377   STANFORDVILLE          NY    12581     SFD       8.75     7.3413   $2,301.10    360     1-Jun-27 
4674378   BAYSIDE                NY    11364     SFD       8.5      7.2838   $1,789.65    360     1-Nov-27 
4674379   FAIR HAVEN             NJ    7704      SFD        8       7.1688   $1,643.63    360     1-Oct-27 
4674383   FIRE ISLAND PINES      NY    11782     SFD      7.875     7.1401   $2,146.21    360     1-Nov-27 
4674385   FRANKLIN LAKES         NJ    7417      SFD      8.125     7.1976   $2,318.82    360     1-Nov-27 
4674386   MONTVILLE              NJ    7045      SFD       7.75     7.1113   $1,153.43    360     1-Nov-27 
4674390   IRVINGTON              NY    10533     LCO      7.875     7.1401   $1,495.46    360     1-Nov-27 
4674392   BERKELEY HEIGHTS       NJ    7922      SFD       7.75     7.1113   $1,662.08    360     1-Nov-27 
4674395   STONE HARBOR           NJ    8247      SFD       7.5      7.0538   $2,447.26    360     1-Nov-27 
4674402   WAPPINGERS FALLS       NY    12590     SFD      7.875     7.1401   $1,769.17    360     1-Nov-27 
4674405   WESTBURY               NY    11590     SFD       7.75     7.1113   $1,621.60    360     1-Nov-27 
4674409   SARATOGA SPRINGS       NY    12866     SFD       8.75     7.3413   $1,552.95    360     1-Nov-27 
4674410   MORRIS TOWNSHIP        NJ    7960      SFD      7.875     7.1401   $2,175.21    360     1-Oct-27 
4674411   BROOKLYN               NY    11217     THS       7.75     7.1113   $1,977.30    360     1-Nov-27 
4674414   ACCORD                 NY    12404     SFD      8.375     7.2551    $608.06     360     1-Nov-27 
4674416   ROSLYN                 NY    11577     SFD      7.875     7.1401   $2,088.20    360     1-Nov-27 
4674418   ROCKVILLE CENTRE       NY    11570     SFD      7.625     7.0826   $2,689.62    360     1-Nov-27 
4674421   STEWART MANOR          NY    11530     SFD       7.75     7.1113   $1,576.11    360     1-Aug-27 
4674422   WOODSTOCK              NY    12498     SFD      8.125     7.1976    $556.88     360     1-Nov-27 
4674423   OSSINING               NY    10562     SFD       7.5      7.0538   $1,566.25    360     1-Nov-27 
4674428   GREAT NECK             NY    11021     SFD        8       7.1688   $1,849.09    360     1-Nov-27 
4674429   NEW YORK               NY    10028     COP      7.625     7.0826   $2,194.17    360     1-Oct-27 
4674432   WOODSTOCK              NY    12498     SFD      8.125     7.1976    $668.25     360     1-Nov-27 
4674440   ROCHESTER              NY    14618     SFD      8.125     7.1976    $593.63     360     1-Nov-27 
4674441   MILLER PLACE           NY    11764     SFD       8.5      7.2838    $745.85     360     1-Nov-27 
4674442   SCARSDALE              NY    10583     SFD      7.875     7.1401   $2,842.28    360     1-Nov-27 
4674444   NEW ROCHELLE           NY    10804     SFD      7.875     7.1401   $1,631.41    360     1-Nov-27 
4674447   MONTEBELLO             NY    10901     SFD       7.5      7.0538   $1,706.09    360     1-Nov-27 
4674448   BYRAM TOWNSHIP         NJ    7871      SFD        8       7.1688   $1,922.47    360     1-Sep-27 
4674450   MENDHAM                NJ    7945      SFD      7.375     7.0251   $2,759.25    360     1-Sep-27 
4674456   OYSTER BAY COVE        NY    11791     SFD      7.875     7.1401   $4,408.43    360     1-Nov-27 
4674458   CALICOON               NY    12723     LCO       8.25     7.2263    $591.63     360     1-Nov-27 
4674462   GREAT NECK ESTATES     NY    11021     SFD      7.375     7.0251   $2,681.21    360     1-Sep-27 
4674466   DIX HILLS              NY    11746     SFD        8       7.1688   $2,171.95    360     1-Nov-27 
4674468   NORTH CALDWELL         NJ    7006      SFD       7.75     7.1113   $1,970.14    360     1-Nov-27 
4674469   CHAPPAQUA              NY    10514     SFD       7.75     7.1113   $1,919.99    360     1-Nov-27 
4674470   FOREST HILLS           NY    11375     COP       9.25     7.4563    $534.74     360     1-Aug-27 
4674472   BRONX                  NY    10467     MF2       7.5      7.0538   $1,727.06    360     1-Aug-27 
4674473   TULSA                  OK    74105     SFD        8       7.1688   $2,047.20    360     1-Nov-27 
4674475   RUTHERFORD             NJ    7070      SFD      8.375     7.2551   $1,725.37    360     1-Aug-27 
4674476   LAWRENCEVILLE          NJ    8648      SFD      7.375     7.0251   $1,664.53    360     1-Nov-27 
4674483   GLEN HEAD              NY    11545     SFD       7.5      7.0538   $1,783.00    360     1-Nov-27 
4674484   WHITE PLAINS           NY    10604     SFD       7.75     7.1113   $1,805.36    360     1-Nov-27 
4674486   PARAMUS                NJ    7652      SFD      8.375     7.2551   $2,128.21    360     1-Nov-27 
4674490   TITUSVILLE             NJ    8560      SFD        8       7.1688   $2,104.44    360     1-Nov-27 
4674491   STAMFORD               CT    6903      SFD        8       7.1688   $3,852.27    360     1-Sep-27 
4674504   PENNINGTON BORO        NJ    8534      SFD      8.625     7.3126   $2,488.93    360     1-Nov-27 
4674512   OCEAN TWPRK            NJ    7712      SFD      7.625     7.0826   $1,868.58    360     1-Nov-27 
4674513   READINGTON             NJ    8889      SFD      7.375     7.0251   $1,693.54    360     1-Oct-27 
4674520   NEW YORK               NY    10028     COP        8       7.1688   $2,751.62    360     1-Oct-27 
4674523   JERSEY CITY            NJ    7302      HCO        8       7.1688   $1,783.05    360     1-Nov-27 
4674526   WEST WINDSOR TOWNSH  IP NJ  8550 NJ  SFD NJ    8.625 NJ   7.3126   $2,555.04    360     1-Nov-27 
4674535   LIVINGSTON             NJ    7039      SFD       8.25     7.2263   $1,667.82    360     1-Nov-27 
4674543   KINNELON               NJ    7405      SFD      7.875     7.1401   $2,146.21    360     1-Nov-27 
4674551   WAYNE                  NJ    7470      PUD      7.125      6.859    $680.46     360     1-Nov-27 
4674556   RIDGEWOOD              NJ    7450      SFD       7.75     7.1113   $6,931.29    360     1-Nov-27 
4674559   FREEHOLD               NJ    7728      SFD       8.25     7.2263   $1,352.28    360     1-Nov-27 
4674564   NEW YORK               NY    10023     HCO        7        6.734   $2,661.21    360     1-Sep-27 
4674567   HOPEWELL TOWNSHIP      NJ    8534      SFD       8.25     7.2263   $1,990.86    360     1-Nov-27 
4674571   NEW YORK               NY    10128     COP      8.375     7.2551   $1,854.58    360     1-Sep-27 
4674576   FLORHAM PARK           NJ    7932      SFD      7.875     7.1401   $1,812.68    360     1-Nov-27 
4674579   NEW YORK               NY    10128     COP      8.375     7.2551   $1,010.90    360     1-Nov-27 
4674583   NEW YORK               NY    10038     HCO      8.125     7.1976    $961.54     360     1-Oct-27 
4674584   BROOKLYN               NY    11235     COP       7.75     7.1113    $501.49     360     1-Nov-27 
4674585   WEST MILFORD           NJ    7480      SFD        8       7.1688   $1,643.64    360     1-Nov-27 
4674588   CORTLANDT              NY    10562     SFD       7.75     7.1113   $1,611.93    360     1-Nov-27 
4674591   NEW YORK               NY    10012     COP      8.625     7.3126   $1,477.81    360     1-Oct-27 
4674593   WEST HARRISON          NY    10604     SFD      7.875     7.1401   $4,321.42    360     1-Nov-27 
4674597   MONTAGUE               NJ    7827      SFD      8.125     7.1976    $712.80     360     1-Nov-27 
4674598   GREAT RIVER            NY    11739     SFD       7.5      7.0538   $1,773.21    360     1-Nov-27 
4674603   WASHINGTON TWP         NJ    7853      SFD      7.875     7.1401   $3,625.35    360     1-Nov-27 
4674605   ENGLEWOOD              NJ    7670      SFD       7.25      6.984   $3,410.89    360     1-Nov-27 
4674607   LIVINGSTON             NJ    7039      SFD       7.75     7.1113   $2,005.96    360     1-Oct-27 
4674611   NEW YORK               NY    10011     COP       8.5      7.2838    $995.75     360     1-Nov-27 
4674614   FORT LEE               NJ    7024      SFD       7.75     7.1113   $3,381.47    360     1-Nov-27 
4674616   SOUTHAMPTON            NY    11968     COP       8.75     7.3413   $1,101.39    360     1-Nov-27 
4674619   NEW ROCHELLE           NY    10804     SFD        8       7.1688   $2,450.04    360     1-Sep-27 
4674620   NEW YORK               NY    10001     COP       8.25     7.2263   $3,615.48    360     1-Nov-27 
4674624   MONTVALE               NJ    7645      SFD       7.5      7.0538   $1,713.08    360     1-Nov-27 
4674625   NEW YORK               NY    10003     COP       8.5      7.2838   $1,480.16    360     1-Oct-27 
4674630   FLORAL PARK            NY    11005     COP       8.5      7.2838   $3,248.66    360     1-Oct-27 
4674631   NEW YORK               NY    10019     COP      8.125     7.1976    $712.80     360     1-Nov-27 
4674632   LOCH ARBOR             NJ    7755      SFD      8.125     7.1976    $965.25     360     1-Nov-27 
4674637   NEW YORK               NY    10025     COP      7.625     7.0826   $2,052.61    360     1-Nov-27 
4674638   SOUTH SALEM            NY    10590     SFD       7.5      7.0538   $2,010.25    360     1-Oct-27 
4674643   BROOKLYN               NY    11201     COP       8.25     7.2263   $2,479.94    360     1-Nov-27 
4674647   STATEN ISLAND          NY    10312     PUD        8       7.1688    $598.02     360     1-Nov-27 
4674648   GLEN HEAD              NY    11545     SFD       7.25      6.984   $2,899.25    360     1-Nov-27 
4674650   LARCHMONT              NY    10538     SFD       7.75     7.1113   $3,761.17    360     1-Nov-27 
4674652   NEW YORK               NY    10023     COP      8.375     7.2551    $851.29     360     1-Nov-27 
4674655   WOODBURY               NY    11797     SFD       7.75     7.1113   $2,149.24    360     1-Nov-27 
4674657   NEW YORK               NY    10024     COP      8.375     7.2551   $2,764.77    360     1-Nov-27 
4674659   SAG HARBOR             NY    11963     SFD      8.375     7.2551   $1,786.17    360     1-Nov-27 
4674660   NEW YORK               NY    10021     COP      8.625     7.3126   $1,045.35    360     1-Nov-27 
4674668   BROOKLYN               NY    11201     COP       8.5      7.2838    $361.39     360     1-Nov-27 
4674672   NEW YORK               NY    10024     COP      8.375     7.2551   $1,042.82    360     1-Nov-27 
4674674   NEW YORK               NY    10024     COP        8       7.1688   $3,316.62    360     1-Nov-27 
4674682   NEW YORK               NY    10025     COP      8.375     7.2551   $1,862.18    360     1-Nov-27 
4674683   NEW YORK               NY    10028     COP      7.875     7.1401   $1,620.54    360     1-Nov-27 
4674686   BROOKLYN               NY    11230     SFD       7.75     7.1113   $1,619.10    360     1-Nov-27 
4674689   NEW YORK               NY    10128     COP      7.875     7.1401   $2,800.59    360     1-Nov-27 
4674691   COLTS NECK             NJ    7722      SFD      7.125      6.859   $2,998.05    360     1-Sep-27 
4674696   AVALON                 NJ    8202      SFD        7        6.734   $4,307.83    360     1-Nov-27 
4674702   GREAT NECK             NY    11021     SFD       7.25      6.984   $1,841.88    360     1-Nov-27 
4674704   MOORESTOWN             NJ    8057      SFD       7.25      6.984   $3,786.08    360     1-Nov-27 
4674706   CHADDS FORD            PA    19317     PUD       7.75     7.1113   $1,599.39    360     1-Nov-27 
4674710   MUNSON TOWNSHIP        OH    44024     SFD       7.25      6.984   $2,132.14    360     1-Nov-27 
4675149   REDWOOD CITY           CA    94062     SFD       7.25      6.984   $2,154.99    360     1-Sep-27 
4675167   CHESTERFIELD TOWNSH  IP NJ  8620 NJ  SFD NJ    7.875 NJ   7.1401   $1,957.69    360     1-Nov-27 
4675173   RANDOLPH               NJ    7869      SFD        8       7.1688   $1,790.39    360     1-Nov-27 
4675175   PORT WASHINGTON        NY    11050     SFD      7.875     7.1401   $1,712.98    360     1-Nov-27 
4675180   WATER MILL             NY    11976     SFD      7.625     7.0826   $1,946.43    360     1-Nov-27 
4675189   SADDLE RIVER           NJ    7458      SFD      7.875     7.1401   $5,438.03    360     1-Nov-27 
4675196   CLIFTON                VA    20124     SFD       7.75     7.1113   $1,735.51    360     1-Nov-27 
4677294   NEW YORK               NY    10014     HCO       7.63     7.0837   $1,635.80    360     1-Nov-27 
4677296   NEW YORK               NY    10016     HCO        8       7.1688   $2,410.42    360     1-Nov-27 
4677298   WAYNE                  NJ    7470      HCO       8.5      7.2838   $1,199.51    360     1-Nov-27 
4677302   VERO BEACH             FL    32963     LCO      8.125     7.1976   $1,763.43    360     1-Nov-27 
4677306   NEW YORK               NY    10001     HCO       8.5      7.2838   $3,498.56    360     1-Nov-27 
4677309   NEW YORK               NY    10023     HCO        8       7.1688   $1,834.42    360     1-Nov-27 
4677310   NEW YORK               LA    10011     HCO      7.875     7.1401   $2,675.51    360     1-Nov-27 
4677312   NEW YORK               NY    10019     LCO      7.875     7.1401   $1,803.25    360     1-Nov-27 
4683352   GREENWICH              CT    6830      LCO       7.25      6.984   $2,090.88    360     1-Nov-27 

COUNT:   237                                                                    
WAC:       7.890810623                                                          
WAM:     356.9337185                                                            
WALTV:    75.68450621                                                           

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            CUT-OFF                                                         
MORTGAGE     DATE                       MORTGAGE            T.O.P.    MASTER
LOAN       PRINCIPAL                   INSURANCE  SERVICE  MORTGAGE  SERVICE
NUMBER      BALANCE     LTV   SUBSIDY     CODE      FEE      LOAN      FEE  
------      -------     ---   -------     ----      ---      ----      ---  
                                                                            
4673886   $648,649.17  74.71                       0.250              0.016 
4673905   $57,326.54     70                        0.250              0.016 
4673907   $248,256.31    80                        0.250              0.016 
4673914   $234,699.25  69.12                       0.250              0.016 
4673917   $209,731.26  71.19                       0.250              0.016 
4673922   $647,676.36  79.75                       0.250              0.016 
4673923   $274,610.55  89.29               1       0.250              0.016 
4673928   $505,585.42    75                        0.250              0.016 
4673934   $149,676.02  68.18                       0.250              0.016 
4673948   $242,864.16    80                        0.250              0.016 
4673953   $251,652.00    90                33      0.250              0.016 
4673954   $683,980.08  79.65                       0.250              0.016 
4673982   $538,790.19    80                        0.250              0.016 
4674006   $246,499.48    95                33      0.250              0.016 
4674009   $323,895.00  71.43                       0.250              0.016 
4674010   $275,107.83    95                33      0.250              0.016 
4674013   $283,567.69    95                33      0.250              0.016 
4674020   $254,647.87    85                33      0.250              0.016 
4674021   $231,106.65  63.13                       0.250              0.016 
4674028   $289,062.60  74.36                       0.250              0.016 
4674029   $231,163.84  92.97               33      0.250              0.016 
4674034   $301,969.80  89.97               33      0.250              0.016 
4674036   $358,317.71    80                        0.250              0.016 
4674041   $498,014.11  77.97                       0.250              0.016 
4674047   $499,012.12  68.97                       0.250              0.016 
4674053   $290,730.87    95                1       0.250              0.016 
4674072   $349,272.65  77.78                       0.250              0.016 
4674077   $287,640.73    80                        0.250              0.016 
4674082   $139,367.77    80                        0.250              0.016 
4674087   $319,367.77    64                        0.250              0.016 
4674090   $77,001.29     75                        0.250              0.016 
4674092   $411,972.13    75                        0.250              0.016 
4674094   $245,488.78    80                        0.250              0.016 
4674099   $247,522.31    8                         0.250              0.016 
4674104   $239,426.02  79.99                       0.250              0.016 
4674148   $298,980.05  53.57                       0.250              0.016 
4674155   $341,096.01    90                1       0.250              0.016 
4674158   $282,027.52  87.08               33      0.250              0.016 
4674165   $379,127.20  73.36                       0.250              0.016 
4674169   $398,570.06  66.67                       0.250              0.016 
4674170   $233,343.61    85                11      0.250              0.016 
4674176   $307,343.63    80                        0.250              0.016 
4674183   $257,064.64    80                        0.250              0.016 
4674184   $238,194.79    90                33      0.250              0.016 
4674188   $249,255.93  77.85                       0.250              0.016 
4674191   $254,325.96  73.91                       0.250              0.016 
4674197   $286,945.49  79.99                       0.250              0.016 
4674202   $247,497.44    80                        0.250              0.016 
4674208   $249,275.82  71.63                       0.250              0.016 
4674217   $313,857.09   75.9                       0.250              0.016 
4674220   $79,047.72     65                        0.250              0.016 
4674222   $287,401.49    80                        0.250              0.016 
4674223   $508,148.88    80                        0.250              0.016 
4674225   $139,820.83  59.51                       0.250              0.016 
4674228   $374,441.66    60                        0.250              0.016 
4674231   $149,739.21  41.67                       0.250              0.016 
4674234   $224,502.59  49.07                       0.250              0.016 
4674236   $39,926.77   72.73                       0.250              0.016 
4674238   $223,377.27    80                        0.250              0.016 
4674240   $344,264.77  77.53                       0.250              0.016 
4674244   $259,603.10  70.84                       0.250              0.016 
4674247   $549,278.00  68.75                       0.250              0.016 
4674250   $270,491.12  84.95               1       0.250              0.016 
4674252   $299,585.73    80                        0.250              0.016 
4674256   $299,564.36  84.39               33      0.250              0.016 
4674258   $317,925.92    80                        0.250              0.016 
4674261   $449,394.09  73.17                       0.250              0.016 
4674262   $415,380.59    80                        0.250              0.016 
4674264   $193,263.41    80                        0.250              0.016 
4674266   $251,239.85    95                11      0.250              0.016 
4674267   $549,734.45  71.56                       0.250              0.016 
4674270   $411,416.55    80                        0.250              0.016 
4674272   $312,068.45  60.98                       0.250              0.016 
4674274   $62,973.33     65                        0.250              0.016 
4674275   $275,178.74    90                33      0.250              0.016 
4674277   $543,054.16    75                        0.250              0.016 
4674278   $274,496.67  79.71                       0.250              0.016 
4674279   $169,673.28  74.56                       0.250              0.016 
4674285   $307,541.39    80                        0.250              0.016 
4674288   $74,896.44   48.39                       0.250              0.016 
4674289   $243,352.73  79.68                       0.250              0.016 
4674292   $296,335.33    90                33      0.250              0.016 
4674293   $448,777.08    80                        0.250              0.016 
4674296   $299,242.34  77.09                       0.250              0.016 
4674300   $56,834.01     38                        0.250              0.016 
4674303   $458,440.31    80                        0.250              0.016 
4674309   $264,849.49    80                        0.250              0.016 
4674310   $66,217.29     65                        0.250              0.016 
4674311   $270,398.24    85                12      0.250              0.016 
4674318   $332,528.41  79.86                       0.250              0.016 
4674319   $327,335.34    80                        0.250              0.016 
4674320   $288,171.60  74.99                       0.250              0.016 
4674324   $277,107.01    75                        0.250              0.016 
4674325   $248,482.55  66.58                       0.250              0.016 
4674327   $224,308.83  73.29                       0.250              0.016 
4674328   $249,450.92    90                1       0.250              0.016 
4674330   $266,592.41  78.53                       0.250              0.016 
4674331   $251,455.83    80                        0.250              0.016 
4674333   $353,872.32    80                        0.250              0.016 
4674335   $259,473.12    80                        0.250              0.016 
4674336   $327,569.43  69.49                       0.250              0.016 
4674340   $436,980.30    80                        0.250              0.016 
4674350   $430,281.08    80                        0.250              0.016 
4674353   $249,845.66    90                6       0.250              0.016 
4674356   $222,068.87    80                        0.250              0.016 
4674358   $353,498.69    80                        0.250              0.016 
4674363   $228,264.69    80                        0.250              0.016 
4674364   $257,026.22    90                33      0.250              0.016 
4674365   $499,224.00  69.44                       0.250              0.016 
4674366   $229,674.29  50.23                       0.250              0.016 
4674368   $204,716.92  79.99                       0.250              0.016 
4674369   $249,453.69  71.43                       0.250              0.016 
4674373   $487,342.92    80                        0.250              0.016 
4674375   $521,236.71    90                33      0.250              0.016 
4674377   $291,295.90    90                33      0.250              0.016 
4674378   $232,467.00    95                1       0.250              0.016 
4674379   $223,546.09  77.78                       0.250              0.016 
4674383   $295,529.66    80                        0.250              0.016 
4674385   $311,890.04    90                33      0.250              0.016 
4674386   $160,306.00   64.4                       0.250              0.016 
4674390   $205,965.18    75                        0.250              0.016 
4674392   $231,671.45    80                        0.250              0.016 
4674395   $349,478.86  72.92                       0.250              0.016 
4674402   $243,663.06    80                        0.250              0.016 
4674405   $226,029.45    90                33      0.250              0.016 
4674409   $197,172.03    70                        0.250              0.016 
4674410   $299,376.55   67.8                       0.250              0.016 
4674411   $275,569.34    80                        0.250              0.016 
4674414   $79,900.20   66.12                       0.250              0.016 
4674416   $287,580.38  79.45                       0.250              0.016 
4674418   $379,448.18    80                        0.250              0.016 
4674421   $218,807.02  84.29               11      0.250              0.016 
4674422   $74,901.53   54.74                       0.250              0.016 
4674423   $223,666.46    80                        0.250              0.016 
4674428   $251,660.67    90                1       0.250              0.016 
4674429   $309,322.58    50                        0.250              0.016 
4674432   $89,881.85     50                        0.250              0.016 
4674440   $79,845.04     65                        0.250              0.016 
4674441   $96,882.05   71.85                       0.250              0.016 
4674442   $391,458.67    80                        0.250              0.016 
4674444   $224,689.29  85.88               12      0.250              0.016 
4674447   $243,636.69  73.94                       0.250              0.016 
4674448   $260,382.81  94.76               11      0.250              0.016 
4674450   $398,272.78    85                1       0.250              0.016 
4674456   $607,148.16    80                        0.250              0.016 
4674458   $78,649.21     75                        0.250              0.016 
4674462   $387,007.47  75.01                       0.250              0.016 
4674466   $295,601.44  89.97               13      0.250              0.016 
4674468   $274,610.55  46.22                       0.250              0.016 
4674469   $267,620.46  72.83                       0.250              0.016 
4674470   $64,828.89     50                        0.250              0.016 
4674472   $246,071.91    95                33      0.250              0.016 
4674473   $278,624.35  88.57               33      0.250              0.016 
4674475   $226,134.82  94.98               17      0.250              0.016 
4674476   $240,632.11  84.56               33      0.250              0.016 
4674483   $254,620.32  66.23                       0.250              0.016 
4674484   $251,643.13    80                        0.250              0.016 
4674486   $279,650.70    70                        0.250              0.016 
4674490   $286,413.84  54.63                       0.250              0.016 
4674491   $523,576.77  65.63                       0.250              0.016 
4674504   $319,620.78  87.67               17      0.250              0.016 
4674512   $263,616.63    75                        0.250              0.016 
4674513   $244,636.81    80                        0.250              0.016 
4674520   $374,240.09  41.67                       0.250              0.016 
4674523   $242,672.81  79.93                       0.250              0.016 
4674526   $328,065.35    90                17      0.250              0.016 
4674535   $221,715.89  87.06               1       0.250              0.016 
4674543   $295,591.24    80                        0.250              0.016 
4674551   $100,819.53   37.9                       0.250              0.016 
4674556   $966,129.89    75                        0.250              0.016 
4674559   $179,769.65    80                        0.250              0.016 
4674564   $398,676.97  69.57                       0.250              0.016 
4674567   $264,660.87  71.62                       0.250              0.016 
4674571   $243,386.97  69.71                       0.250              0.016 
4674576   $249,654.77  71.43                       0.250              0.016 
4674579   $132,834.08    70                        0.250              0.016 
4674583   $129,244.12    70                        0.250              0.016 
4674584   $69,900.86   66.67                       0.250              0.016 
4674585   $223,698.38    80                        0.250              0.016 
4674588   $224,681.36  54.35                       0.250              0.016 
4674591   $189,661.03   32.2                       0.250              0.016 
4674593   $595,176.97    80                        0.250              0.016 
4674597   $95,873.97     80                        0.250              0.016 
4674598   $253,222.40    80                        0.250              0.016 
4674603   $499,309.54    80                        0.250              0.016 
4674605   $499,217.53    50                        0.250              0.016 
4674607   $279,403.28   76.4                       0.250              0.016 
4674611   $129,342.53    70                        0.250              0.016 
4674614   $471,331.57    80                        0.250              0.016 
4674616   $139,838.30  73.68                       0.250              0.016 
4674619   $332,994.84    90                1       0.250              0.016 
4674620   $480,634.11    70                        0.250              0.016 
4674624   $244,635.20  76.21                       0.250              0.016 
4674625   $192,147.66  65.25                       0.250              0.016 
4674630   $421,726.70    65                        0.250              0.016 
4674631   $95,873.97     60                        0.250              0.016 
4674632   $129,829.34    65                        0.250              0.016 
4674637   $289,578.86  41.13                       0.250              0.016 
4674638   $286,855.87  74.97                       0.250              0.016 
4674643   $328,950.09   78.6                       0.250              0.016 
4674647   $81,390.26   74.77                       0.250              0.016 
4674648   $424,170.27  71.43                       0.250              0.016 
4674650   $524,256.51  73.94                       0.250              0.016 
4674652   $111,860.27    70                        0.250              0.016 
4674655   $299,575.15  47.62                       0.250              0.016 
4674657   $363,296.22    75                        0.250              0.016 
4674659   $234,706.84  55.95                       0.250              0.016 
4674660   $134,240.73    70                        0.250              0.016 
4674668   $46,942.85   75.81                       0.250              0.016 
4674672   $137,028.85    70                        0.250              0.016 
4674674   $451,391.40    80                        0.250              0.016 
4674682   $244,694.37    70                        0.250              0.016 
4674683   $223,191.35    75                        0.250              0.016 
4674686   $225,679.93    80                        0.250              0.016 
4674689   $385,716.61    75                        0.250              0.016 
4674691   $443,563.82  68.99                       0.250              0.016 
4674696   $646,435.41    70                        0.250              0.016 
4674702   $269,577.47  72.97                       0.250              0.016 
4674704   $554,131.48  71.15                       0.250              0.016 
4674706   $222,933.85    95                33      0.250              0.016 
4674710   $312,060.89    95                33      0.250              0.016 
4675149   $309,341.70    90                33      0.250              0.016 
4675167   $269,627.16    72                        0.250              0.016 
4675173   $243,671.47  70.93                       0.250              0.016 
4675175   $235,531.30    75                        0.250              0.016 
4675180   $274,600.67   64.4                       0.250              0.016 
4675189   $748,964.31  65.22                       0.250              0.016 
4675196   $241,906.94    95                33      0.250              0.016 
4677294   $230,664.71    75                        0.250              0.016 
4677296   $328,057.69    90                33      0.250              0.016 
4677298   $155,810.31    60                        0.250              0.016 
4677302   $236,181.46    95                33      0.250              0.016 
4677306   $454,446.76    70                        0.250              0.016 
4677309   $249,663.38  40.32                       0.250              0.016 
4677310   $367,853.56    90                1       0.250              0.016 
4677312   $248,356.56  69.99                       0.250              0.016 
4683352   $306,020.34  59.17                       0.250              0.016 

         $68,652,291.62                                                     


EX-4
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NASCOR                                                                          
NMI / 1998-01  Exhibit F-3 (Part B)                                             
20 & 30 YEAR FIXED RATE NON RELOCATION LOANS                                    

MORTGAGE                                       NMI                              
LOAN                                           LOAN                             
NUMBER        SERVICER                         SELLER                           

4673886       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673905       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673907       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673914       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673917       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673922       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673923       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673928       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673934       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673948       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673953       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673954       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4673982       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674006       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674009       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674010       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674013       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674020       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674021       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674028       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674029       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674034       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674036       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674041       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674047       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674053       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674072       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674077       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674082       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674087       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674090       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674092       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674094       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674099       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674104       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674148       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674155       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674158       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674165       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674169       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674170       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674176       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674183       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674184       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674188       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674191       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674197       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674202       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674208       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674217       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674220       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674222       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674223       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674225       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674228       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674231       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674234       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674236       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674238       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674240       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674244       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674247       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674250       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674252       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674256       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674258       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674261       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674262       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674264       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674266       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674267       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674270       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674272       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674274       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674275       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674277       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674278       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674279       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674285       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674288       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674289       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674292       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674293       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674296       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674300       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674303       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674309       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674310       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674311       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674318       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674319       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674320       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674324       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674325       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674327       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674328       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674330       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674331       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674333       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674335       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674336       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674340       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674350       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674353       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674356       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674358       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674363       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674364       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674365       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674366       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674368       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674369       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674373       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674375       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674377       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674378       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674379       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674383       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674385       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674386       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674390       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674392       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674395       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674402       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674405       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674409       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674410       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674411       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674414       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674416       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674418       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674421       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674422       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674423       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674428       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674429       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674432       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674440       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674441       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674442       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674444       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674447       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674448       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674450       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674456       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674458       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674462       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674466       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674468       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674469       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674470       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674472       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674473       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674475       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674476       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674483       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674484       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674486       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674490       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674491       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674504       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674512       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674513       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674520       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674523       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674526       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674535       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674543       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674551       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674556       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674559       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674564       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674567       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674571       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674576       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674579       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674583       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674584       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674585       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674588       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674591       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674593       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674597       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674598       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674603       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674605       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674607       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674611       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674614       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674616       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674619       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674620       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674624       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674625       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674630       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674631       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674632       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674637       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674638       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674643       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674647       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674648       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674650       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674652       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674655       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674657       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674659       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674660       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674668       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674672       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674674       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674682       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674683       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674686       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674689       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674691       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674696       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674702       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674704       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674706       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4674710       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4675149       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4675167       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4675173       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4675175       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4675180       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4675189       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4675196       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677294       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677296       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677298       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677302       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677306       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677309       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677310       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4677312       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     
4683352       CHASE MANHATTAN MORTGAGE COR     CHASE MANHATTAN MORTGAGE COR     

COUNT:        237                                                               
WAC:            7.890810623                                                     
WAM:          356.9337185                                                       
WALTV:         75.68450621                                                      

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 EXHIBIT G

 REQUEST FOR RELEASE
 (for Trustee/Custodian)

Loan Information                                                                

Name of Mortgagor:              _____________________________ 

Servicer                                                      
Loan No.:                       _____________________________ 

Custodian/Trustee                                                               

Name:                           _____________________________ 

Address:                        _____________________________ 

                               -----------------------------
Custodian/Trustee                                             
Mortgage File No.:              _____________________________ 

Seller                                                                          

Name:                           _____________________________ 

Address:                        _____________________________ 

                               -----------------------------

     Certificates:                   Mortgage Pass-Through Certificates,
               Series 1998-1

     The undersigned  Master Servicer hereby  acknowledges  that it has received
from  First  Union  National  Bank,  as  Trustee  for the  Holders  of  Mortgage
Pass-Through  Certificates,  Series 1998-1, the documents referred to below (the
"Documents").  All capitalized  terms not otherwise  defined in this Request for
Release  shall  have  the  meanings  given  them in the  Pooling  and  Servicing
Agreement  dated as of January 29, 1998 (the "Pooling and Servicing  Agreement")
among the Trustee, the Seller and the Master Servicer.                          

( ) Promissory Note dated  ______________,  199__, in the original principal sum
of $___________,  made by  ____________________,  payable to, or endorsed to the
order of, the Trustee.                                                          

( ) Mortgage recorded on  _____________________ as instrument no. ______________
in the County Recorder's Office of the County of ____________________,  State of
_______________________  in  book/reel/docket  ____________________  of official
records at page/image ____________.                                             

(  )  Deed  of  Trust  recorded  on   ____________________   as  instrument  no.
_________________   in  the   County   Recorder's   Office  of  the   County  of
___________________,    State   of    _________________    in   book/reel/docket
____________________ of official records at page/image ____________.            

( )  Assignment  of  Mortgage  or Deed of  Trust  to the  Trustee,  recorded  on
______________________________  as instrument no.  ______________  in the County
Recorder's   Office   of  the   County  of   ______________________,   State  of
_____________________  in  book/reel/docket   ____________________  of  official
records at page/image ____________.                                             

( ) Other documents, including any amendments,  assignments or other assumptions
of the Mortgage Note or Mortgage.                                               

( ) ---------------------------------------------                               

( ) ---------------------------------------------                               

( ) ---------------------------------------------                               

( ) ---------------------------------------------                               

    The undersigned Master Servicer hereby acknowledges and agrees as follows:

               (1) The Master  Servicer shall hold and retain  possession of the
          Documents  in trust for the  benefit  of the  Trustee,  solely for the
purposes provided in the Agreement.                         

               (2) The Master  Servicer  shall not cause or permit the Documents
          to become  subject to, or encumbered  by, any claim,  liens,  security
          interest,  charges, writs of attachment or other impositions nor shall
          the Master  Servicer  assert or seek to assert any claims or rights of
setoff to or against the Documents or any proceeds thereof. 

               (3) The Master Servicer shall return the Documents to the Trustee
          when the need  therefor no longer  exists,  unless the  Mortgage  Loan
          relating to the Documents has been liquidated and the proceeds thereof
          have been remitted to the Certificate  Account and except as expressly
provided in the Agreement.                                  

               (4)  The  Documents  and  any  proceeds  thereof,  including  any
          proceeds of  proceeds,  coming into the  possession  or control of the
          Master Servicer shall at all times be earmarked for the account of the
          Trustee,  and the Master  Servicer  shall keep the  Documents  and any
          proceeds  separate and distinct from all other  property in the Master
Servicer's possession, custody or control.                  

                                    NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                       By:  __________________________

                       Title: ________________________
Date: ________________, 19__                                                    

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 EXHIBIT H

AFFIDAVIT  PURSUANT TO SECTION  860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, AND FOR NON-ERISA INVESTORS                                         

STATE OF                   )                                                    
) ss:                     
COUNTY OF                  )                                                    

[NAME OF OFFICER], being first duly sworn, deposes and says:          

     1. That he is [Title of Officer] of [Name of Purchaser] (the  "Purchaser"),
a [description  of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.    

2. That the Purchaser's Taxpayer Identification Number is [ ].        

     3. That the  Purchaser  is not a  "disqualified  organization"  within  the
meaning of Section  860E(e)(5),of  the Internal Revenue Code of 1986, as amended
(the "Code"),  or an ERISA  Prohibited  Holder,  and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer],  and that
the Purchaser is not acquiring  Norwest Asset  Securities  Corporation  Mortgage
Pass-Through Certificates,  Series 1998-1, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker,  nominee,  or
other  middleman)  for,  any person or entity from which it has not  received an
affidavit  substantially  in the form of this affidavit.  For these purposes,  a
"disqualified  organization"  means the United  States,  any state or  political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its  activities  are  subject  to tax and a  majority  of its board of
directors  is  not  selected  by  such  governmental  entity),  any  cooperative
organization  furnishing  electric  energy or  providing  telephone  service  to
persons  in rural  areas as  described  in Code  Section  1381(a)(2)(C),  or any
organization (other than a farmers'  cooperative  described in Code Section 521)
that is exempt from taxation under the Code unless such  organization is subject
to the tax on unrelated  business  income imposed by Code Section 511. For these
purposes,  an "ERISA Prohibited  Holder" means an employee benefit plan or other
retirement  arrangement  subject to Title I of the  Employee  Retirement  Income
Security  Act  of  1974,  as  amended  ("ERISA"),  or  Code  Section  4975  or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a  material  extent,  similar  to the  foregoing
provisions of ERISA or the Code  (collectively,  a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.                               

     4. That the Purchaser historically has paid its debts as they have come due
and  intends to pay its debts as they come due in the  future and the  Purchaser
intends to pay taxes  associated  with holding the Class A-R Certificate as they
become due.                                                                     

     5. That the Purchaser  understands  that it may incur tax liabilities  with
respect to the Class A-R  Certificate  in excess of cash flows  generated by the
Class A-R Certificate.                                                          

     6. That the Purchaser  will not transfer the Class A-R  Certificate  to any
person  or entity  from  which  the  Purchaser  has not  received  an  affidavit
substantially  in the form of this  affidavit  and as to which the Purchaser has
actual  knowledge that the  requirements set forth in paragraph 3, 4 or 7 hereof
are not  satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.                                   

     7.  That the  Purchaser  (i) is not a person  other  than a U.S.  Person (a
"Non-U.S.  Person")  or (ii) is a  Non-U.S.  Person  that  holds  the  Class A-R
Certificate  in  connection  with the conduct of a trade or business  within the
United States and has furnished the transferor and the Trustee with an effective
Internal  Revenue  Service  Form 4224 or  successor  form at the time and in the
manner required by the Code or (iii) is a Non-U.S.  Person that has delivered to
both the  transferor  and the Trustee an opinion of a nationally  recognized tax
counsel to the effect that the transfer of the Class A-R Certificate to it is in
accordance with the  requirements  of the Code and the  regulations  promulgated
thereunder  and that such  transfer  of the Class  A-R  Certificate  will not be
disregarded  for federal income tax purposes.  "U.S.  Person" means a citizen or
resident of the United States, a corporation,  partnership (except to the extent
provided  in  applicable  Treasury  regulations)  or  other  entity  created  or
organized in or under the laws of the United States or any political subdivision
thereof,  an estate that is subject to U.S. federal income tax regardless of the
source of its income or a trust if a court  within the United  States is able to
exercise primary  supervision over the  administration of such trust, and one or
more such U.S.  Persons have the authority to control all substantial  decisions
of such trust (or, to the extent  provided in applicable  Treasury  regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).                                                       

     8.  That  the  Purchaser  agrees  to such  amendments  of the  Pooling  and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified  organization," an
agent thereof,  an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.                

     9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters  person" of the REMIC  pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable  law, to act as tax matters person if requested to do
so.                                                                             

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     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.                                               

                                           [NAME OF PURCHASER]

                                                 By:__________________________
                                           [Name of Officer]
                                            [Title of Officer]

     Personally  appeared before me the above-named [Name of Officer],  known or
proved to me to be the same person who executed the foregoing  instrument and to
be the [Title of Officer],  of the  Purchaser,  and  acknowledged  to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.                                                               

Subscribed and sworn before me this __ day of , 19 __.

-----------------------------                                                   
NOTARY PUBLIC                                                                   

COUNTY OF____________________                                                   

STATE OF_____________________                                                   

My commission expires the __ day of __________, 19__.                           

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 EXHIBIT I

 [Letter from Transferor of Class A-R Certificate]

[Date]

First Union National Bank                                                       
230 South Tryon Street                                                          
Charlotte, North Carolina  28288                                                

  Re:      Norwest Asset Securities Corporation,
Series 1998-1, Class A-R  

Ladies and Gentlemen:                                                           

     [Transferor] has reviewed the attached  affidavit of [Transferee],  and has
no actual  knowledge  that such  affidavit is not true and has no reason to know
that the  information  contained in paragraph 4 thereof is not true.  Very truly
yours, [Transferor]                                                             

----------------------

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 EXHIBIT J

NORWEST ASSET SECURITIES CORPORATION

MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 1998-1
 CLASS [A-5][A-PO][B-3][B-4][B-5] CERTIFICATES

 TRANSFEREE'S LETTER

----------------- --, ----

First Union National Bank                                                       
230 South Tryon Street                                                          
Charlotte, North Carolina  28288                                                

Norwest Asset Securities Corporation                                            
7485 New Horizon Way                                                            
Frederick, Maryland 21703                                                       

     The  undersigned  (the  "Purchaser")  proposes  to purchase  Norwest  Asset
Securities Corporation Mortgage Pass-Through Certificates,  Series 1998-1, Class
[A-5][A-PO][B-3][B-4][B-5]  Certificates (the "Class  [A-5][A-PO][B-3][B-4][B-5]
Certificates")  in the  principal  amount  of  $___________.  In doing  so,  the
Purchaser hereby acknowledges and agrees as follows:                            

     Section 1. Definitions. Each capitalized term used herein and not otherwise
defined  herein  shall  have  the  meaning  ascribed  to it in the  Pooling  and
Servicing  Agreement,  dated as of January 29, 1998 (the  "Pooling and Servicing
Agreement") among Norwest Asset Securities  Corporation,  as seller  ("NASCOR"),
Norwest Bank Minnesota,  National  Association,  as master servicer (the "Master
Servicer") and First Union National Bank, as trustee (the "Trustee"), of Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-1. 

     Section 2.  Representations and Warranties of the Purchaser.  In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:                                           

               (a) The Purchaser is duly organized, validly existing and in good
          standing under the laws of the  jurisdiction in which the Purchaser is
          organized,     is     authorized    to    invest    in    the    Class
          [A-5][A-PO][B-3][B-4][B-5]   Certificates,  and  to  enter  into  this
Agreement, and duly executed and delivered this Agreement.  

               (b)     The      Purchaser     is     acquiring     the     Class
          [A-5][A-PO][B-3][B-4][B-5]   Certificates   for  its  own  account  as
          principal and not with a view to the distribution thereof, in whole or
in part.                                                    

               [(c) The  Purchaser  has  knowledge  of  financial  and  business
          matters  and is  capable  of  evaluating  the  merits  and risks of an
          investment in the Class  [A-5][A-PO][B-3][B-4][B-5]  Certificates; the
          Purchaser has sought such  accounting,  legal and tax advice as it has
          considered necessary to make an informed investment decision;  and the
          Purchaser is able to bear the economic  risk of an  investment  in the
          Class   [A-5][A-PO][B-3][B-4][B-5]   Certificates  and  can  afford  a
complete loss of such investment.]                          

               [(c) The  Purchaser is a "Qualified  Institutional  Buyer" within
the meaning of Rule 144A of the Act.]                       

               (d) The Purchaser  confirms that (a) it has received and reviewed
          a copy of the Private Placement  Memorandum dated __________ __, 19__,
          relating  to the  Class  [A-5][A-PO][B-3][B-4][B-5]  Certificates  and
          reviewed, to the extent it deemed appropriate,  the documents attached
          thereto  or  incorporated  by  reference  therein,  (b) it has had the
          opportunity  to ask  questions  of, and  receive  answers  from NASCOR
          concerning the Class  [A-5][A-PO][B-3][B-4][B-5]  Certificates and all
          matters  relating  thereto,  and  obtain  any  additional  information
          (including  documents)  relevant to its decision to purchase the Class
          [A-5][A-PO][B-3][B-4][B-5]  Certificates  that NASCOR possesses or can
          possess  without  unreasonable  effort  or  expense  and  (c)  it  has
          undertaken its own independent analysis of the investment in the Class
          [A-5][A-PO][B-3][B-4][B-5] Certificates. The Purchaser will not use or
          disclose any  information it receives in connection  with its purchase
          of the Class  [A-5][A-PO][B-3][B-4][B-5]  Certificates  other  than in
          connection with a subsequent sale of Class  [A-5][A-PO][B-3][B-4][B-5]
Certificates.                                               

               (e) Either (i) the  Purchaser is not an employee  benefit plan or
          other  retirement  arrangement  subject  to  Title  I of the  Employee
          Retirement  Income  Security Act of 1974,  as amended,  ("ERISA"),  or
          Section  4975 of the Internal  Revenue  Code of 1986,  as amended (the
          "Code"),  or a governmental plan, as defined in Section 3(32) of ERISA
          subject to any federal,  state or local law ("Similar  Law") which is,
          to a material extent,  similar to the foregoing provisions of ERISA or
          the Code  (collectively,  a  "Plan"),  an agent  acting on behalf of a
          Plan,  or a person  utilizing  the assets of a Plan or (ii) [for Class
          [B-3][B-4][B-5]  Certificates  only] if the  Purchaser is an insurance
          company,   the   source   of  funds   used  to   purchase   the  Class
          [B-3][B-4][B-5]  Certificate is an "insurance company general account"
          (as such term is  defined in Section  V(e) of  Prohibited  Transaction
          Class  Exemption  95-60 ("PTE  95-60"),  60 Fed. Reg.  35925 (July 12,
          1995) and there is no Plan with  respect  to which the  amount of such
          general account's reserves and liabilities for the contract(s) held by
          or on behalf of such Plan and all other Plans  maintained  by the same
          employer (or  affiliate  thereof as defined in Section  V(a)(1) of PTE
          95-60) or by the same employee  organization  exceeds 10% of the total
          of all  reserves  and  liabilities  of such  general  account (as such
          amounts are determined under Section I(a) of PTE 95-60) at the date of
          acquisition  or (iii) the  Purchaser  has provided (a) a "Benefit Plan
          Opinion"  satisfactory  to the  Seller  and the  Trustee  of the Trust
          Estate and (b) such other opinions of counsel,  officers' certificates
          and agreements as NASCOR or the Master  Servicer may have required.  A
          Benefit  Plan  Opinion is an opinion of counsel to the effect that the
          proposed  transfer will not cause the assets of the Trust Estate to be
          regarded as "plan  assets" and subject to the  prohibited  transaction
          provisions of ERISA,  the Code or Similar Law and will not subject the
          Trustee,  the  Seller or the  Master  Servicer  to any  obligation  in
          addition to those  undertaken in the Pooling and  Servicing  Agreement
          (including  any liability for civil  penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).

               (f) If the Purchaser is a depository  institution  subject to the
          jurisdiction of the Office of the Comptroller of the Currency ("OCC"),
          the Board of  Governors of the Federal  Reserve  System  ("FRB"),  the
          Federal Deposit Insurance Corporation  ("FDIC"),  the Office of Thrift
          Supervision  ("OTS")  or  the  National  Credit  Union  Administration
          ("NCUA"), the Purchaser has reviewed the "Supervisory Policy Statement
          on  Securities  Activities"  dated  January  28,  1992 of the  Federal
          Financial  Institutions  Examination  Council  and the April 15,  1994
          Interim  Revision  thereto as adopted by the OCC, FRB,  FDIC,  OTS and
          NCUA  (with  modifications  as  applicable),  as  appropriate,   other
          applicable  investment  authority,  rules,  supervisory  policies  and
          guidelines  of these  agencies and, to the extent  appropriate,  state
          banking  authorities  and has concluded that its purchase of the Class
       [A-5][A-PO][B-3][B-4][B-5] Certificates is in compliance therewith.

Section 3. Transfer of Class [A-5][A-PO][B-3][B-4][B-5] Certificates. 

               (a)    The     Purchaser     understands     that    the    Class
          [A-5][A-PO][B-3][B-4][B-5] Certificates have not been registered under
          the  Securities Act of 1933 (the "Act") or any state  securities  laws
          and   that   no    transfer    may   be   made    unless   the   Class
          [A-5][A-PO][B-3][B-4][B-5]  Certificates  are registered under the Act
          and applicable  state law or unless an exemption from  registration is
          available.  The Purchaser further understands that neither NASCOR, the
          Master  Servicer nor the Trustee is under any  obligation  to register
          the Class [A-5][A-PO][B-3][B-4][B-5] Certificates or make an exemption
          available. In the event that such a transfer is to be made in reliance
          upon an exemption from the Act or applicable  state  securities  laws,
          (i) the Trustee shall require, in order to assure compliance with such
          laws, that the  Certificateholder's  prospective transferee certify to
          the  Trustee  as  to  the  factual  basis  for  the   registration  or
          qualification exemption relied upon, and (ii) unless the transferee is
          a "Qualified  Institutional  Buyer" within the meaning of Rule 144A of
          the Act,  the Trustee or NASCOR  may, if such  transfer is made within
          three  years  from the later of (a) the  Closing  Date or (b) the last
          date on which  NASCOR  or any  affiliate  thereof  was a holder of the
          Certificates proposed to be transferred, require an Opinion of Counsel
          that such transfer may be made  pursuant to an exemption  from the Act
          and state  securities  laws,  which Opinion of Counsel shall not be an
          expense of the  Trustee,  the  Master  Servicer  or  NASCOR.  Any such
          Certificateholder  desiring to effect such  transfer  shall,  and does
          hereby agree to,  indemnify  the  Trustee,  the Master  Servicer,  any
          Paying  Agent  acting on behalf of the Trustee and NASCOR  against any
          liability  that may result if the  transfer is not so exempt or is not
made in accordance with such federal and state laws.        

               (b) No transfer of a Class [A-5][A-PO][B-3][B-4][B-5] Certificate
          shall be made unless the  transferee  provides  NASCOR and the Trustee
          with  a  Transferee's  Letter,  substantially  in  the  form  of  this
Agreement.                                                  

               (c)    The    Purchaser     acknowledges     that    its    Class
          [A-5][A-PO][B-3][B-4][B-5]  Certificates  bear a legend  setting forth
the applicable restrictions on transfer.                    

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     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized  representative as of the day and the year first
above written.                                                                  

[PURCHASER]   

                     By:  ______________________________

                      Its:  ______________________________

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 EXHIBIT K

NORWEST ASSET SECURITIES CORPORATION

MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 1998-1
CLASS [M] [B-1] [B-2] CERTIFICATES

 TRANSFEREE'S LETTER

 ---------------- --, ----

First Union National Bank                                                       
230 South Tryon Street                                                          
Charlotte, North Carolina  28288                                                

Norwest Asset Securities Corporation                                            
7485 New Horizon Way                                                            
Frederick, Maryland 21703                                                       

     The  undersigned  (the  "Purchaser")  proposes  to purchase  Norwest  Asset
Securities Corporation Mortgage Pass-Through Certificates,  Series 1998-1, Class
[M] [B-1] [B-2]  Certificates (the "Class [M] [B-1] [B-2]  Certificates") in the
principal amount of $___________. In doing so, the Purchaser hereby acknowledges
and agrees as follows:                                                          

     Section 1. Definitions. Each capitalized term used herein and not otherwise
defined  herein  shall  have  the  meaning  ascribed  to it in the  Pooling  and
Servicing  Agreement,  dated as of January 29, 1998 (the  "Pooling and Servicing
Agreement") among Norwest Asset Securities  Corporation,  as seller  ("NASCOR"),
Norwest Bank Minnesota,  National  Association,  as master servicer (the "Master
Servicer") and First Union National Bank, as trustee (the  "Trustee") of Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-1. 

     Section 2.  Representations and Warranties of the Purchaser.  In connection
with the proposed transfer, the Purchaser represents and warrants to the NASCOR,
the Master Servicer and the Trustee that:                                       

               Either (i) the Purchaser is not an employee benefit plan or other
          retirement  arrangement  subject to Title I of the Employee Retirement
          Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of
          the Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  or a
          governmental plan, as defined in Section 3(32) of ERISA subject to any
          federal,  state or local law  ("Similar  Law") which is, to a material
          extent,  similar  to the  foregoing  provisions  of  ERISA or the Code
          (collectively,  a "Plan"),  an agent acting on behalf of a Plan,  or a
          person  utilizing  the assets of a Plan or (ii) if the Purchaser is an
          insurance company,  the source of funds used to purchase the Class [M]
          [B-1] [B-2] Certificate is an "insurance  company general account" (as
          such term is defined in Section V(e) of Prohibited  Transaction  Class
          Exemption 95-60 ("PTE 95-60"),  60 Fed. Reg. 35925 (July 12, 1995) and
          there is no Plan  with  respect  to which the  amount of such  general
          account's  reserves and liabilities for the contract(s)  held by or on
          behalf  of such  Plan  and all  other  Plans  maintained  by the  same
          employer (or  affiliate  thereof as defined in Section  V(a)(1) of PTE
          95-60) or by the same employee  organization,  exceed 10% of the total
          of all  reserves  and  liabilities  of such  general  account (as such
          amounts are determined under Section I(a) of PTE 95-60) at the date of
          acquisition  or (iii) the  Purchaser  has provided (a) a "Benefit Plan
          Opinion"  satisfactory  to NASCOR and the Trustee of the Trust  Estate
          and (b) such other  opinions of counsel,  officers'  certificates  and
          agreements  as NASCOR or the  Master  Servicer  may have  required.  A
          Benefit  Plan  Opinion is an opinion of counsel to the effect that the
          proposed  transfer will not cause the assets of the Trust Estate to be
          regarded as "plan  assets" and subject to the  prohibited  transaction
          provisions of ERISA,  the Code or Similar Law and will not subject the
          Trustee,  the  Seller or the  Master  Servicer  to any  obligation  in
          addition to those  undertaken in the Pooling and  Servicing  Agreement
          (including  any liability for civil  penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).

         IN WITNESS  WHEREOF,  the  undersigned  has caused this Agreement to be
validly  executed by its duly  authorized  representative  as of the day and the
year first above written.                                                       

     [PURCHASER]

                            By:  _____________________________

                            Its: _____________________________

    [Reserved]

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 EXHIBIT L

SERVICING AGREEMENTS

Norwest Mortgage, Inc. Servicing Agreement

Chase Manhattan Mortgage Corporation Servicing Agreement

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 EXHIBIT M
 [FORM OF SPECIAL SERVICING AGREEMENT]

 SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT

     This SPECIAL  SERVICING AND COLLATERAL FUND AGREEMENT (the  "Agreement") is
made  and  entered  into  as  of ,  between  Norwest  Bank  Minnesota,  National
Association (the "Company" and "Norwest Bank") and (the "Purchaser").           

 PRELIMINARY STATEMENT

     ____________________  is the holder of the entire interest in Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates,  Series 1998-1, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing  Agreement dated as of January 29, 1998 among Norwest
Asset  Securities  Corporation,  as Seller  ("NASCOR"),  Norwest Bank Minnesota,
National  Association,  as Master  Servicer and First Union  National  Bank,  as
Trustee.                                                                        

     ____________________  intends  to resell  all of the  Class B  Certificates
directly to the Purchaser on or promptly after the date hereof.                 

     In  connection  with such sale,  the  parties  hereto  have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements,  the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate  related  to the above  referenced  series  under the  related  servicing
agreements (each a related "Servicing Agreement"),  to engage in certain special
servicing  procedures relating to foreclosures for the benefit of the Purchaser,
and that the  Purchaser  will deposit  funds in a  collateral  fund to cover any
losses  attributable  to such  procedures  as well as all  advances and costs in
connection therewith, as set forth herein.                                      

     In consideration of the mutual agreements herein contained, the receipt and
sufficiency  of which are hereby  acknowledged,  the Company  and the  Purchaser
agree that the following  provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:                            

 ARTICLE I

 DEFINITIONS

Section 1.01 Defined Terms                                            

Whenever used in this Agreement, the following words and phrases,     
unless the context otherwise requires, shall have the following meanings:       

     Business  Day:  Any day other than (i) a Saturday or a Sunday or (ii) a day
on  which  banking  institutions  in the  State  of New  York  are  required  or
authorized by law or executive order to be closed.                              

     Collateral  Fund: The fund  established and maintained  pursuant to Section
3.01 hereof.                                                                    

     Collateral  Fund  Permitted  Investments:  Either  (i)  obligations  of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality  thereof,  provided such obligations are backed
by the full faith and  credit of the United  States,  (ii) a money  market  fund
rated in the highest rating  category by a nationally  recognized  rating agency
selected by the Company,  (iii) cash,  (iv) mortgage  pass-through  certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both  non-interest-bearing  discount obligations
and interest-bearing  obligations payable on demand or on a specified date), the
issuer of which may be an affiliate  of the Company,  having at the time of such
investment a rating of at least A-1 by Standard  and Poor's  ("S&P") or at least
P-1 by Moody's  Investors  Service,  Inc.  ("Moody's")  or (vi)  demand and time
deposits in,  certificates  of deposit of, any  depository  institution or trust
company (which may be an affiliate of the Company)  incorporated  under the laws
of the United States of America or any state thereof and subject to  supervision
and examination by federal and/or state banking  authorities,  so long as at the
time of such  investment  either  (x) the  long-term  debt  obligations  of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured  short-term debt
obligations of such depository  institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the  depository  institution  or trust
company is one that is acceptable to either  Moody's or S&P and, for each of the
preceding  clauses (i), (iv),  (v) and (vi),  the maturity  thereof shall be not
later  than the  earlier  to occur of (A) 30 days  from the date of the  related
investment  and (B) the next  succeeding  Distribution  Date as  defined  in the
related Pooling and Servicing Agreement.                                        

     Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust,  including  (i) in the case of a mortgage,  any filing or
service of process necessary to commence an action to foreclose,  or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale,  but not including in either case (x) any notice of default,  notice of
intent to  foreclose  or sell or any other  action  prerequisite  to the actions
specified  in (i) or  (ii)  above,  (y)  the  acceptance  of a  deed-in-lieu  of
foreclosure  (whether  in  connection  with a sale of the  related  property  or
otherwise) or (z) initiation and completion of a short pay-off.                 

     Current  Appraisal:  With  respect  to any  Mortgage  Loan as to which  the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged  Property  obtained  by the  Purchaser  at its  own  expense  from  an
independent  appraiser  (which  shall  not be an  affiliate  of  the  Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of  the  Purchaser's  election,   prepared  based  on  the  Company's  customary
requirements for such appraisals.                                               

     Election to Delay  Foreclosure:  Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).           

     Election to  Foreclose:  Any election by the  Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).           

     Monthly Advances:  Principal and interest  advances and servicing  advances
including costs and expenses of foreclosure.                                    

     Required  Collateral  Fund  Balance:  As of any date of  determination,  an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral  Fund pursuant to Section  2.02(d)  (after  adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all  withdrawals  and deposits  pursuant to Section  2.03(c)) and
Section  3.02 to be reduced by all  withdrawals  therefrom  pursuant  to Section
2.02(g) and Section 2.03(d).                                                    

Section 1.02 Definitions Incorporated by Reference                    

     All  capitalized  terms not otherwise  defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.                   

ARTICLE II

SPECIAL SERVICING PROCEDURES

Section 2.01 Reports and Notices                                      

     (a) In connection  with the performance of its duties under the Pooling and
Servicing  Agreement  relating to the realization upon defaulted Mortgage Loans,
the Company as Master  Servicer  shall  provide to the  Purchaser  the following
notices and reports:                                                            

               (i) Within five  Business Days after each  Distribution  Date (or
          included  in or with  the  monthly  statements  to  Certificateholders
          pursuant to the Pooling and Servicing Agreement),  the Company,  shall
          provide to the  Purchaser  a report,  using the same  methodology  and
          calculations  in its standard  servicing  reports,  indicating for the
          Trust  Estate the number of Mortgage  Loans that are (A) thirty  days,
          (B)  sixty  days,  (C)  ninety  days  or  more  delinquent  or  (D) in
          foreclosure,  and  indicating  for each  such  Mortgage  Loan the loan
number and outstanding principal balance.                   

               (ii) Prior to the  Commencement of Foreclosure in connection with
          any  Mortgage  Loan,  the Company  shall cause (to the extent that the
          Company as Master  Servicer is granted  such  authority in the related
          Servicing  Agreement)  the  Servicer to provide the  Purchaser  with a
          notice (sent by telecopier) of such proposed and imminent foreclosure,
          stating  the loan  number and the  aggregate  amount  owing  under the
          Mortgage  Loan.  Such notice may be provided to the  Purchaser  in the
          form of a copy of a referral  letter from such Servicer to an attorney
requesting the institution of foreclosure.                  

     (b) If requested by the Purchaser, the Company shall cause the Servicer (to
the extent that the Company as Master  Servicer is granted such authority in the
related Servicing  Agreement) to make its servicing  personnel available (during
their normal business hours) to respond to reasonable inquiries,  by phone or in
writing  by  facsimile,  electronic,  or  overnight  mail  transmission,  by the
Purchaser in  connection  with any Mortgage  Loan  identified  in a report under
subsection  (a) (i) (B),  (a) (i) (C),  (a) (i) (D),  or (a) (ii) which has been
given to the Purchaser;  provided,  that (1) the related  Servicer shall only be
required to provide  information  that is readily  accessible  to its  servicing
personnel and is  non-confidential  and (2) the related  Servicer  shall respond
within five Business Days orally or in writing by facsimile transmission.       

     (c) In addition to the foregoing,  the Company shall cause the Servicer (to
the extent that the Company as Master  Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably  request  provided,  however,  that such information is
consistent with normal reporting  practices,  concerning each Mortgage Loan that
is at least ninety days  delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof;  provided, that the related
Servicer  shall  only  be  required  to  provide  information  that  is  readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will  reimburse the Company and the related  Servicer for any
out of pocket expenses.                                                         

Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings    

     (a) The  Purchaser  shall be deemed to direct the Company to direct (to the
extent that the  Company as Master  Servicer is granted  such  authority  in the
related  Servicing  Agreement)  the related  Servicer that in the event that the
Company does not receive written notice of the Purchaser's  election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening  non-Business
Days) of  transmission  of the notice provided by the Company under Section 2.01
(a) (ii)  subject to  extension  as set forth in Section  2.02(b),  the  related
Servicer may proceed with the  Commencement  of  Foreclosure  in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice  to the  Purchaser.  Any  foreclosure  that  has  been  initiated  may be
discontinued  (i) without  notice to the Purchaser if the Mortgage Loan has been
brought  current or if a refinancing  or  prepayment  occurs with respect to the
Mortgage  Loan  (including  by means of a short  payoff  approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement  with the  borrower.  In the latter  case,  the related  Servicer  may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.                                          

     (b) In  connection  with any  Mortgage  Loan with respect to which a notice
under Section  2.01(a)(ii)  has been given to the  Purchaser,  the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted  such  authority  in the related  Servicing  Agreement,  the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of  Foreclosure.  Such  election  must be evidenced by written  notice  received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice  provided by the Company under Section  2.01(a)(ii).  Such 24 hour
period shall be extended for no longer than an  additional  four  Business  Days
after the  receipt  of the  information  if the  Purchaser  requests  additional
information related to such foreclosure;  provided,  however, that the Purchaser
will have at least one  Business  Day to  respond  to any  requested  additional
information.  Any such  additional  information  shall be  provided  only to the
extent  it (i) is not  confidential  in  nature  and (ii) is  obtainable  by the
related  Servicer  from  existing  reports,  certificates  or  statements  or is
otherwise readily  accessible to its servicing  personnel.  The Purchaser agrees
that it has no right to deal with the mortgagor during such period.  However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short  payoff,  the  Purchaser  will be notified and given two Business  Days to
respond.                                                                        

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable,  but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.                

     (d) Within two Business  Days of making any Election to Delay  Foreclosure,
the Purchaser  shall remit by wire  transfer to the Company,  for deposit in the
Collateral  Fund, an amount,  as calculated by the Company,  equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current  Appraisal  referred to in  subsection  (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof,  in which case the  required  deposit  under this  subsection  shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable  Mortgage  Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period  being  referred to herein as the "Excess  Period"),  within two Business
Days the  Purchaser  shall remit by wire  transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional  month's  interest,
as  calculated  by the Company,  equal to interest on the  Mortgage  Loan at the
applicable  Mortgage  Interest  Rate for the  Excess  Period.  The terms of this
Agreement  will no longer apply to the  servicing of any Mortgage  Loan upon the
failure of the  Purchaser  to deposit any of the above  amounts  relating to the
Mortgage Loan within two Business Days of the Election to Delay  Foreclosure  or
within two Business Days of the  commencement  of the Excess  Period  subject to
Section 3.01.                                                                   

     (e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts  necessary to reimburse  the related  Servicer for all
related  Monthly  Advances  and  Liquidation  Expenses  thereafter  made by such
Servicer in accordance with the Pooling and Servicing  Agreement and the related
Servicing  Agreement.  To the  extent  that the  amount of any such  Liquidation
Expenses is determined by the Company based on estimated  costs,  and the actual
costs are  subsequently  determined  to be higher,  the Company may withdraw the
additional  amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure  action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited if and to
the extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited  pursuant  to the  Pooling  and  Servicing  Agreement  or the related
Servicing  Agreement,  applicable law or the related  mortgage  note.  Except as
provided in the preceding  sentence,  amounts withdrawn from the Collateral Fund
to cover Monthly  Advances and  Liquidation  Expenses  shall not be  redeposited
therein or otherwise reimbursed to the Purchaser.  If and when any such Mortgage
Loan  is  brought  current  by  the  mortgagor,  all  amounts  remaining  in the
Collateral  Fund in respect of such  Mortgage  Loan  (after  adjustment  for all
permitted  withdrawals  and  deposits  pursuant  to this  subsection)  shall  be
released to the Purchaser.                                                      

     (f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay  Foreclosure,  the related  Servicer shall continue to service
the Mortgage Loan in accordance  with its customary  procedures  (other than the
delay in  Commencement  of  Foreclosure  as  provided  herein).  If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related  Servicer may proceed with the  Commencement of Foreclosure.  In
any event,  if the Mortgage Loan is not brought  current by the mortgagor by the
time the loan becomes 6 months  delinquent,  the  Purchaser's  election shall no
longer be effective  and at the  Purchaser's  option,  either (i) the  Purchaser
shall  purchase  the Mortgage  Loan from the related  Trust Estate at a purchase
price equal to the fair market  value as shown on the Current  Appraisal,  to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency,  by wire transfer of immediately
available  funds from the  Purchaser  to the  Company for deposit in the related
Certificate  Account;  or (ii)  the  related  Servicer  shall  proceed  with the
Commencement of Foreclosure.                                                    

     (g) Upon the occurrence of a liquidation  with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay  Foreclosure and as to which
the  related  Servicer   proceeded  with  the  Commencement  of  Foreclosure  in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related  Mortgaged  Property
(net of  Liquidation  Expenses  and  accrued  interest  related to the  extended
foreclosure  period),  and the Company shall  withdraw the amount of such excess
from the  Collateral  Fund,  shall remit the same to the Trust Estate and in its
capacity as Master  Servicer  shall apply such amount as additional  Liquidation
Proceeds  pursuant to the Pooling and  Servicing  Agreement.  After  making such
withdrawal,  all amounts  remaining  in the  Collateral  Fund in respect of such
Mortgage  Loan (after  adjustment  for all  permitted  withdrawals  and deposits
pursuant to this Agreement) shall be released to the Purchaser.                 

Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings 

     (a) In  connection  with any  Mortgage  Loan  identified  in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master  Servicer is granted such  authority in
the  related  Servicing  Agreement,  the related  Servicer  to proceed  with the
Commencement  of  Foreclosure  as soon as  practicable.  Such  election  must be
evidenced by written notice  received by the Company by 5:00 p.m., New York City
time,  on the third  Business  Day  following  the delivery of such report under
Section 2.01(a)(i).                                                             

     (b) Within two  Business  Days of making any  Election  to  Foreclose,  the
Purchaser  shall remit to the Company,  for deposit in the  Collateral  Fund, an
amount,  as  calculated  by the  Company,  equal to 125% of the  current  unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the  applicable  Mortgage  Interest  Rate. If and when any such Mortgage
Loan is brought current by the mortgagor,  all amounts in the Collateral Fund in
respect of such Mortgage Loan (after  adjustment  for all permitted  withdrawals
and deposits  pursuant to this Agreement)  shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing  Agreement,  applicable law or the related mortgage note. The terms of
this  Agreement  will no longer apply to the servicing of any Mortgage Loan upon
the  failure of the  Purchaser  to deposit  the above  amounts  relating  to the
Mortgage Loan within two Business  Days of the Election to Foreclose  subject to
Section 3.01.                                                                   

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election  to  Foreclose,  the  related  Servicer  shall  continue to service the
Mortgage  Loan  in  accordance  with  its  customary   procedures   (other  than
Commencement of Foreclosure as provided herein).  In connection  therewith,  the
Company shall have the same rights to make  withdrawals for Monthly Advances and
Liquidations  Expenses from the  Collateral  Fund as are provided  under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures.  The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted  such  authority  in the related  Servicing  Agreement,  the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the  mortgagor's  bankruptcy or is otherwise  barred by
applicable  law, or to the extent that all legal  conditions  precedent  thereto
have not yet been complied with, or (ii) the Company  believes there is a breach
of representations or warranties by the Company, a Servicer,  or a Seller, which
may result in a repurchase or  substitution  of such Mortgage Loan, or (iii) the
Company or related Servicer  reasonably  believes the Mortgaged  Property may be
contaminated with or affected by hazardous wastes or hazardous  substances (and,
without  limiting  the  related   Servicer's  right  not  to  proceed  with  the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting  such  belief).  Any  foreclosure  that  has  been  initiated  may be
discontinued  (x) without  notice to the Purchaser if the Mortgage Loan has been
brought  current or if a refinancing  or  prepayment  occurs with respect to the
Mortgage Loan  (including by means of a short payoff  approved by the Purchaser)
or (y) with  notice to the  Purchaser  if the related  Servicer  has reached the
terms of a forbearance  agreement unless  instructed  otherwise by the Purchaser
within two Business Days of such  notification.  Any such  instruction  shall be
based upon a decision that such forbearance  agreement is not in conformity with
reasonable servicing practices.                                                 

     (d) Upon the occurrence of a liquidation  with respect to any Mortgage Loan
as to which the  Purchaser  made an  Election to  Foreclose  and as to which the
related  Servicer  proceeded with the  Commencement of Foreclosure in accordance
with subsection (c) above,  the Company shall  calculate the amount,  if any, by
which  the  unpaid  principal  balance  of the  Mortgage  Loan  at the  time  of
liquidation  (plus  all  unreimbursed   interest  and  servicing   advances  and
Liquidation  Expenses  in  connection  therewith  other than those paid from the
Collateral  Fund)  exceeds  the actual  sales  price  obtained  for the  related
Mortgaged  Property,  and the Company  shall  withdraw the amount of such excess
from the  Collateral  Fund,  shall remit the same to the Trust Estate and in its
capacity as Master  Servicer  shall apply such amount as additional  Liquidation
Proceeds  pursuant to the Pooling and  Servicing  Agreement.  After  making such
withdrawal,  all amounts  remaining in the Collateral Fund (after adjustment for
all  withdrawals  and  deposits  pursuant to  subsection  (c) in respect of such
Mortgage Loan shall be released to the Purchaser.                               

Section 2.04 Termination                                              

     (a) With respect to all Mortgage  Loans  included in the Trust Estate,  the
Purchaser's  right to make any Election to Delay  Foreclosure or any Election to
Foreclose and the Company's  obligations  under Section 2.01 shall terminate (i)
at such  time as the  Principal  Balance  of the Class B  Certificates  has been
reduced  to  zero,  (ii) if the  greater  of (x) 43% (or such  lower  or  higher
percentage  that  represents  the  related  Servicer's  actual  historical  loss
experience  with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate  principal  balance of all Mortgage  Loans that
are in  foreclosure or are more than 90 days  delinquent on a contractual  basis
and REO  properties  or (y) the  aggregate  amount  that the  Company  estimates
through the normal servicing  practices of the related Servicer will be required
to be withdrawn  from the  Collateral  Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay  Foreclosure or an Election to
Foreclosure,  exceeds  (z) the  then-current  principal  balance  of the Class B
Certificates,  (iii) upon any transfer by the  Purchaser of any interest  (other
than the minority interest therein,  but only if the transferee provides written
acknowledgment  to the Company of the Purchaser's  right hereunder and that such
transferee will have no rights  hereunder) in the Class B Certificates  (whether
or not such transfer is registered  under the Pooling and Servicing  Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.        

     (b)  Except as set forth in  2.04(a),  this  Agreement  and the  respective
rights,  obligations  and  responsibilities  of the  Purchaser  and the  Company
hereunder shall  terminate upon the later to occur of (i) the final  liquidation
of the last Mortgage  Loan as to which the Purchaser  made any Election to Delay
Foreclosure  or any Election to Foreclose  and the  withdrawal  of all remaining
amounts in the  Collateral  Fund as provided  herein and (ii) ten Business Days'
notice.  The Purchaser's  right to make an election  pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular  Mortgage Loan shall  terminate
if the Purchaser fails to make any deposit required  pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.                                                

 ARTICLE III

COLLATERAL FUND; SECURITY INTEREST

Section 3.01. Collateral Fund                                         

     Upon  receipt  from the  Purchaser  of the  initial  amount  required to be
deposited  in the  Collateral  Fund  pursuant to Article  II, the Company  shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the  "Collateral  Fund"),  entitled  "Norwest Bank
Minnesota,  National  Association,  as  Master  Servicer,  for  the  benefit  of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates,  Series 1998-1. Amounts held in the Collateral Fund shall continue
to be the  property of the  Purchaser,  subject to the first  priority  security
interest  granted  hereunder  for the benefit of the  Certificateholders,  until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof.  The
Collateral  Fund shall be an "outside  reserve  fund"  within the meaning of the
REMIC  Provisions,  beneficially  owned by the Purchaser for federal  income tax
purposes.  All income,  gain,  deduction or loss with respect to the  Collateral
Fund shall be that of the Purchaser.  All  distributions  from the Trust Fund to
the  Collateral  Fund shall be treated as  distributed  to the  Purchaser as the
beneficial owner thereof.                                                       

     Upon the  termination of this Agreement and the liquidation of all Mortgage
Loans as to which the  Purchaser has made any Election to Delay  Foreclosure  or
any Election to Foreclose  pursuant to Section  2.04 hereof,  the Company  shall
distribute or cause to be distributed to the Purchaser all amounts  remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement)  together with any investment  earnings thereon.  In
the  event the  Purchaser  has made any  Election  to Delay  Foreclosure  or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral  Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.                                    

Section 3.02. Collateral Fund Permitted Investments.                  

     The Company shall,  at the written  direction of the Purchaser,  invest the
funds in the  Collateral  Fund in Collateral  Fund Permitted  Investments.  Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction,  the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.          

     All income and gain  realized  from any  investment as well as any interest
earned  on  deposits  in  the  Collateral  Fund  (net  of  any  losses  on  such
investments)  and any  payments of principal  made in respect of any  Collateral
Fund  Permitted  Investment  shall be  deposited  in the  Collateral  Fund  upon
receipt.  All costs and realized losses associated with the purchase and sale of
Collateral  Fund Permitted  Investments  shall be borne by the Purchaser and the
amount  of net  realized  losses  shall be  deposited  by the  Purchaser  in the
Collateral Fund promptly upon realization.  The Company shall  periodically (but
not more  frequently  than monthly)  distribute to the Purchaser upon request an
amount of cash,  to the extent cash is  available  therefore  in the  Collateral
Fund,  equal to the amount by which the balance of the  Collateral  Fund,  after
giving effect to all other  distributions to be made from the Collateral Fund on
such  date,  exceeds  the  Required  Collateral  Fund  Balance.  Any  amounts so
distributed  shall be  released  from the lien  and  security  interest  of this
Agreement.                                                                      

Section 3.03. Grant of Security Interest                              

     The  Purchaser  hereby  grants  to  the  Company  for  the  benefit  of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the  Purchaser's  right,  title and interest,  whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral  Fund and Collateral  Fund Permitted  Investments in
which such  amounts are  invested  (and the  distributions  and proceeds of such
investments)  and (3) all cash and  non-cash  proceeds of any of the  foregoing,
including  proceeds of the  voluntary  conversion  thereof (all of the foregoing
collectively, the "Collateral").                                                

     The  Purchaser  acknowledges  the lien on and the security  interest in the
Collateral for the benefit of the  Certificateholders.  The Purchaser shall take
all actions  requested by the Company as may be reasonably  necessary to perfect
the security  interest  created under this Agreement in the Collateral and cause
it to be  prior  to all  other  security  interests  and  liens,  including  the
execution  and  delivery  to the  Company  for filing of  appropriate  financing
statements in accordance with applicable law. The Company shall file appropriate
continuation  statements,  or  appoint  an  agent  on its  behalf  to file  such
statements, in accordance with applicable law.                                  

Section 3.04. Collateral Shortfalls.                                  

     In the event that amounts on deposit in the Collateral Fund at any time are
insufficient  to  cover  any  withdrawals  therefrom  that the  Company  is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company  immediately  upon demand.  Such  obligation  shall  constitute a
general corporate  obligation of the Purchaser.  The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage  Loan  pursuant  to Sections  2.02(d)  and 2.03 (b)),  shall cause an
immediate  termination  of the  Purchaser's  right to make any Election to Delay
Foreclosure  or Election to Foreclose and the Company's  obligations  under this
Agreement  with  respect to all  Mortgage  Loans to which  such  insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.                                                                        

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01. Amendment.                                              

     This  Agreement  may be amended  from time to time by the  Company  and the
Purchaser by written agreement signed by the Company and the Purchaser.         

Section 4.02. Counterparts.                                           

     This   Agreement   may  be  executed   simultaneously   in  any  number  of
counterparts,  each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.             

Section 4.03. Governing Law.                                          

     This Agreement  shall be construed in accordance with the laws of the State
of New York and the  obligations,  rights and remedies of the parties  hereunder
shall be determined in accordance with such laws.                               

Section 4.04. Notices.                                                

     All  demands,  notices and  direction  hereunder  shall be in writing or by
telecopy and shall be deemed effective upon receipt to:                         

(a)      in the case of the Company,        

                  Norwest Bank Minnesota, National Association
7485 New Horizon Way      
Frederick, MD  21703      

                       Attention:       Vice President, Master Servicing
   Phone:           301-696-7800
   Fax:             301-815-6365

(b)      in the case of the Purchaser,      

Attention:                

Section 4.05. Severability of Provisions.                             

     If any one or more of the covenants, agreements, provision or terms of this
Agreement  shall  be for  any  reason  whatsoever,  including  regulatory,  held
invalid, then such covenants, agreements,  provisions or terms of this Agreement
and  shall  in no way  affect  the  validity  or  enforceability  of  the  other
provisions of this Agreement.                                                   

Section 4.06. Successors and Assigns.                                 

     The  provisions  of this  Agreement  shall be binding upon and inure to the
benefit of the respective  successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders;  provided,
however,  that the  rights  under  this  Agreement  cannot  be  assigned  by the
Purchaser without the consent of the Company.                                   

Section 4.07. Article and Section Headings.                           

     The article and section  headings  herein are for  convenience of reference
only and shall not limit or otherwise affect the meaning hereof.                

Section 4.08. Confidentiality.                                        

     The Purchaser  agrees that all information  supplied by or on behalf of the
Company  pursuant  to  Sections  2.01  or  2.02,  including  individual  account
information,  is the  property of the Company and the  Purchaser  agrees to hold
such information confidential and not to disclose such information.             

     Each party  hereto  agrees  that  neither  it, nor any  officer,  director,
employee,  affiliate or independent  contractor acting at such party's direction
will  disclose  the terms of  Section  4.09 of this  Agreement  to any person or
entity  other  than such  party's  legal  counsel  except  pursuant  to a final,
non-appealable  order of court,  the pendency of such order the other party will
have  received  notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.                 

Section 4.09. Indemnification.                                        

     The Purchaser  agrees to indemnify  and hold harmless the Company,  NASCOR,
and each  Servicer  and each  person who  controls  the  Company,  NASCOR,  or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's,  NASCOR's,  or a Servicer's direction (the "Indemnified
Parties")  against any and all losses,  claims,  damages or liabilities to which
they may be subject,  insofar as such losses, claims, damages or liabilities (or
actions in respect  thereof) arise out of, or are based upon,  actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in  accordance  with the  provisions  of this  Agreement  and (i) which  actions
conflict with the Company's,  NASCOR's,  or a Servicer's  obligations  under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities  law liability  under federal or state  securities  laws with
respect to the  Certificates.  The  Purchaser  hereby  agrees to  reimburse  the
Indemnified  Parties for the reasonable legal or other expenses incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action. The indemnification  obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.                  

EX-4
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     IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized,  all
as of the day and year first above written.                                     

                    Norwest Bank Minnesota, National Association

By:                     
Name:                   
Title:                  

By:                     
Name:                   
         Title:   ________________________

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		2/25/28		5
Filed on:		5/8/98
		2/25/98		21		65			8-K
For Period End:		1/29/98		1		91
		1/27/98		31		62
		1/1/98		14		65
		8/20/96		7		84
		7/12/95		8		89
		4/15/94		87
		1/28/92		87
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