SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 033-48771-04
Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1995-02
(Exact name of registrant as specified in its charter)
New York (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)
52-1949524
(I.R.S. Employer Identification No.)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on April 4, 1996, by Norwest Bank
Minnesota, N.A. (the "Reporting Person"), on behalf of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1995-02 Trust
(the "Trust"), established pursuant to a Trust Agreement (the "Trust Agreement")
among Structured Asset Securities Corporation, as Depositor, (the "Depositor"),
and The Chase Manhattan Bank, N.A., as Trustee (the "Trustee"), pursuant to
which the Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 1995-02 Trust, certificates registered under the Securities
Act of 1933 (the "Certificates") were issued. Item 14 of the Original Form 10-K
is amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
99.1 Annual Report of Independent Public Accountants' as to master
servicing activities or servicing activities as applicable:
(a) American Savings Bank, F.A., as Servicer<F1>
(b) Countrywide Credit Industries, Inc. and Subsidiaries,
as Servicer <F1>
(c) Dale Mortgage Bankers Corp., as Servicer<F1>
(d) GE Capital Mortgage Services, Inc., as Servicer <F1>
(e) The Prudential Home Mortgage Company, Inc.,
as Servicer <F1>
(f) Wells Fargo and Company, as Servicer <F1>
(g) Zion Mortgage Company, as Servicer <F1>
99.2 Management Assertion Letter:
(a) American Savings Bank, F.A., as Servicer<F1>
(b) Countrywide Credit Industries, Inc. and Subsidiaries,
as Servicer <F1>
(c) Dale Mortgage Bankers Corp., as Servicer<F1>
(d) GE Capital Mortgage Services, Inc., as Servicer <F1>
(e) The Prudential Home Mortgage Company, Inc.,
as Servicer <F1>
(f) Wells Fargo and Company, as Servicer <F1>
(g) Zion Mortgage Company, as Servicer <F1>
99.3 Annual Statements of Compliance with obligations under the
Pooling Agreement or servicing agreement, as applicable, of:
(a) American Savings Bank, F.A., as Servicer<F1>
(b) Countrywide Credit Industries, Inc. and Subsidiaries,
as Servicer <F1>
(c) Dale Mortgage Bankers Corp., as Servicer<F1>
(d) GE Capital Mortgage Services, Inc., as Servicer <F1>
(e) PHH US Mortgage Corporation, as Servicer <F1>
(f) The Prudential Home Mortgage Company, Inc.,
as Servicer <F1>
(g) Wells Fargo and Company, as Servicer <F1>
(h) Zion Mortgage Company, as Servicer <F1>
(b) Omitted.
(c) Omitted.
(d) Omitted.
<F1> Filed herewith.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized:
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1995-02 Trust
By: Norwest Bank of Minnesota, N.A.
as Agent for the Trustee, Chase Manhattan Bank, N.A.
By: /s/ Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President
Dated: October 1, 1997
EXHIBIT INDEX
Exhibit No.
99.1 Annual Report of Independent Public Accountants' as to master
servicing activities or servicing activities as applicable:
(a) American Savings Bank, F.A., as Servicer<F1>
(b) Countrywide Credit Industries, Inc. and Subsidiaries,
as Servicer <F1>
(c) Dale Mortgage Bankers Corp., as Servicer<F1>
(d) GE Capital Mortgage Services, Inc., as Servicer <F1>
(e) The Prudential Home Mortgage Company, Inc.,
as Servicer <F1>
(f) Wells Fargo and Company, as Servicer <F1>
(g) Zion Mortgage Company, as Servicer <F1>
99.2 Management Assertion Letter:
(a) American Savings Bank, F.A., as Servicer<F1>
(b) Countrywide Credit Industries, Inc. and Subsidiaries,
as Servicer <F1>
(c) Dale Mortgage Bankers Corp., as Servicer<F1>
(d) GE Capital Mortgage Services, Inc., as Servicer <F1>
(e) The Prudential Home Mortgage Company, Inc.,
as Servicer <F1>
(f) Wells Fargo and Company, as Servicer <F1>
(g) Zion Mortgage Company, as Servicer <F1>
99.3 Annual Statements of Compliance with obligations under the
Pooling Agreement or servicing agreement, as applicable, of:
(a) American Savings Bank, F.A., as Servicer<F1>
(b) Countrywide Credit Industries, Inc. and Subsidiaries,
as Servicer <F1>
(c) Dale Mortgage Bankers Corp., as Servicer<F1>
(d) GE Capital Mortgage Services, Inc., as Servicer <F1>
(e) PHH US Mortgage Corporation, as Servicer <F1>
(f) The Prudential Home Mortgage Company, Inc.,
as Servicer <F1>
(g) Wells Fargo and Company, as Servicer <F1>
(h) Zion Mortgage Company, as Servicer <F1>
<F1> Filed herewith.
(logo)KPMG Peat Marwick LLP
725 South Figueroa Street
Los Angeles, CA 90017
INDEPENDENT ACCOUNTANTS' REPORT
The Audit Commitment of the Board of Directors
American Savings, Bank, F.A.:
We have examined management's assertion about American Savings Bank's compliance
with the minimum servicing standards identified in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) as of and for the year ended December 31, 1995 included in the
accompanying management assertion. Management is responsible for American
Savings Bank's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about American Savings Bank's compliance
with the minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on American Savings Bank's compliance with the minimum
servicing standards.
In our opinion, management's assertion that American Savings Bank complied with
the aforementioned minimum servicing standards as of and for the year ended
December 31, 1995 is fairly stated, in all material respects.
/s/KPMG Peat Marwick LLP
January 26,1996
(logo)Member Firm of
Klynveld Peat Marwick Goerdeler
Suite 700
1000 Wilshire Boulevard
Los Angeles, CA 90017-2464
213 627-1717
FAX 213 624-6793
(logo)Grant Thornton
GRANT THORNTON LLP Accountants and
Management Consultants
The U.S. Member Firm of
Grant Thornton International
REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENTS ASSERTION ON
COMPLIANCE WITH MINIMUM SERVICING STANDARDS SET FORTH IN THE
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
Board of Directors
Countrywide Credit Industries, Inc.
We have examined management's assertion about Countrywide Credit Industries,
Inc. and Subsidiaries (which includes wholly-owned subsidiary, Countrywide Home
Loans, Inc. formerly Countrywide Funding Corporation) ("the Company") compliance
with the minimum servicing standards identified in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS (USAP) as of and for the year ended February 29, 1996 included in the
accompanying management assertion. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the entity's compliance based
on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that Countrywide Credit Industries, Inc.
and Subsidiaries (which includes wholly-owned subsidiary, Countrywide Home
Loans, Inc.) complied with the aforementioned minimum servicing standards as of
and for the year ended February 29, 1996 is fairly stated, in all material
respects.
/s/Grant Thornton LLP
Los Angeles, California
April 23,1996
7 Hanover Square
New York, NY 10004-2616
212 422-1000
FAX 212 422-0144
(logo)Grant Thornton
Grant Thornton LLP Accountants and
Management Consultants
INDEPENDENT ACCOUNTANTS' REPORT The U.S. Member Firm of
Grant Thornton lnternational
To the Board of Directors
DALE MORTGAGE BANKERS CORP.
We have examined management's assertion about Dale Mortgage Bankers Corp.'s
compliance with minimum servicing standards identified in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) as of and for the year ended December 31, 1995, included in the
accompanying management assertion. Management is responsible for Dale Mortgage
Bankers Corp.'s compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Dale Mortgage Bankers Corp.'s
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Dale Mortgage Bankers Corp.'s compliance
with minimum servicing standards.
In our opinion, management's assertion that Dale Mortgage Bankers Corp. complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1995, is fairly stated in all material respects.
/s/Grant Thornton LLP
New York, New York
March 25, 1996
(logo)KPMG Peat Marwick LLP
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the Company's) compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) as of and for the year ended
December 31, 1995 included in the accompanying management assertion. Management
is responsible for the Company's compliance with those minimum servicing
standards. Our responsibility is to express an opinion on managements assertion
about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, except for noncompliance with minimum servicing standard I. 1.,
management's assertion that the Company complied with the aforementioned minimum
servicing standards as of and for the year ended December 31, 1995 is fairly
stated, in all material respects.
As discussed in management's assertion, the material noncompliance occurred at
the Company during the year ended December 31, 1995. With respect to minimum
servicing standard I.l., 10 of the 38 accounts tested contained reconciling
items that were not resolved within 90 calendar days of their original
identification.
These conditions were considered in determining the nature, timing and extent of
audit tests applied in our audit of the 1995 consolidated financial statements,
and this report does not affect our report dated January 19, 1996 on those
consolidated financial statements.
/s/KPMG Peat Marwick LLP
March 8, 1996
(logo)KPMG Peat Marwick LLP
1600 Market Street
Philadelphia, PA 19103-7212
INDEPENDENT AUDITORS' REPORT
The Board of Directors
PHH US Mortgage Corporation
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of PHH US Mortgage Corporation
(a wholly-owned subsidiary of PHH Holdings Corporation) and subsidiaries as of
and for the year ended April 30, 1995 and have issued our report thereon dated
June 12, 1995.
Our audit referred to above included tests relating to mortgage loans serviced
for others in accordance with the requirements of the UNIFORM SINGLE AUDIT
PROGRAM FOR MORTGAGE BANKERS. Our audit disclosed no exceptions or errors in
records relating to mortgage loans serviced for others that, in our opinion,
paragraph 4 of the UNIFORM SINGLE AUDIT PROGRAM FOR MORTGAGE BANKERS requires
us to report.
The Company is covered under Fidelity Bond and Errors and Omissions insurance
policies. The amounts of such coverages are $20,000,000 and $20,000,000,
respectively.
We are independent Certified Public Accountants with respect to the Company
within the meaning of the Code of Professional Ethics of the American Institute
of Certified Public Accountants.
This report is intended solely for the use of the Board of Directors and
management of the Company and investors in the mortgage loans serviced for
others by the Company and should not be used for any other purpose.
/s/KPMG Peat Marwick LLP
June 12, 1995
(logo)Deloitte &
Touche LLP
Two Hilton Court Telephone: (201) 631-7000
P.O. Box 319 Facsimile: (201) 631-7459
Parsippany, New Jersey 07054-0319
INDEPENDENT ACCOUNTANTS' REPORT ON THE UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
Board of Directors
The Prudential Home Mortgage Company, Inc.
Frederick, Maryland
We have examined management's assertion about the compliance of The Prudential
Home Mortgage Company, Inc., and subsidiaries (the Company) with the minimum
servicing standards identified in the Mortgage Bankers Association of America's
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) as of and for the
year ended December 31, 1995, included in the accompanying management assertion.
Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that The Prudential Home Mortgage
Company, Inc., and subsidiaries complied with the aforementioned minimum
servicing standards as of and for the year ended December 31, 1995, is fairly
stated, in all material respects.
/s/Deloitte & Touche LLP
March 22, 1996
Deloitte Touche
Tohmatsu
International
(logo)KPMG Peat Marwick LLP
750 B Street
San Diego, CA 92101
INDEPENDENT ACCOUNTANT'S REPORT
Wells Fargo and Companies:
We have examined the accompanying Management's Report on Compliance with Minimum
Servicing Standards (management's assertion) about Wells Fargo and Companies'
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS (USAP) as of and for the year ended December 31, 1995. Management is
responsible for Wells Fargo and Companies' compliance with those minimum
servicing standards. Our responsibility is to express an opinion an management's
assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Wells Fargo and Companies'
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Wells Fargo and Companies' compliance with
the minimum servicing standards.
In our opinion, management's assertion that Wells Fargo and Companies complied
with the aforementioned minimum servicing standards as of and for the year ended
December 3l, 1995 is fairly stated in all material respects.
/s/KPMG Peat Marwick LLP
January 16, 1996
(logo) Member Firm of
Klynveld Peat Marwick Goerdeler
(logo)KPMG Peat Marwick LLP
60 East South Temple
Suite 900
Salt Lake City, UT 84111
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Zions Mortgage Company:
We have examined management's assertion about Zions Mortgage Company's (a
wholly owned subsidiary of Zions First National Bank) (the Company) compliance
with the minimum servicing standards identified in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) as of and for the year ended December 31, 1995, included in the
accompanying management assertion. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that except for the noncompliance
described in the following paragraph, the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1995 is fairly stated, in all material respects.
As discussed in the management's assertion, the custodial bank account
reconciliations were not prepared within 45 days after month-end, were not
appropriately reviewed, and contained reconciling items that were not resolved
within 90 days.
/s/KPMG Peat Marwick LLP
February 23, 1996
(logo) Member Firm of
Klynveld Peat Marwick Goerdeler
(logo)AMERICAN SAVINGS BANK
As of and for the twelve month period ended December 31, 1995, American Savings
Bank has complied in all material respects with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for this same period,
American Savings Bank had in effect a fidelity bond in the amount of
$35,000,000, and error an omissions policiy the amount of $22,500,000.
Signed: Date: January 26, 1996
/s/Michael J. Dilworth
Michael J. Dilworth
Senior Vice President
American Savings Bank
Loan Servicing, 400 E. Main, Dept. 4001, Stockton, CA 95290-4001 (800) 788-7000
(logo)Countrywide
National Headquarters Corporate Accounting
115 N. Lake Avenue P.O. Box 7137
Pasadena, CA 91109-7137
(808) 304-8503
April 23, 1996
Grant Thornton LLP
1000 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017
Gentlemen:
As of and for the year ended February 29, 1996, Countrywide Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide
Home Loans, Inc.) ("the Company") has compiled in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's UNIFORM SINGLE ATTESTATION FOR MORTGAGE BANKERS. As of and for this
same period, the Company had in effect a fidelity bond and errors and omissions
policy in the amount of $30,000,000.
/s/Carlos M. Garcia
Carlos M. Garcia
Managing Director Finance
Chief Financial Officer and
Chief Accounting Officer
(logo)DALE
MORTGAGE BANKERS
MANAGEMENT'S REPORT ON COMPLIANCE
As of and for the year ended December 31, 1995, Dale Mortgage Bankers
Corp. has compiled in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's UNIFORM
SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for this same period,
Dale Mortgage Bankers Corp. had in effect a fidelity bond policy in the amount
of $2,600,000 and errors and omissions policy in the amount of $2,600,000.
/s/Mitchell Chiert
MITCHELL CHIERT, President
March 26, 1996
DALE MORTGAGE BANKERS CORP.
990 STEWART AVENUE. GARDEN CITY. NEW YORK 11530
(516) 229-3200
BRANCHES: Albany, Binghamton, Fishkill, Hauppauge, Liverpool, Purchase,
Staten Island, West Nyack, Fairfield NJ, Norwalk CT
(logo)GE GE CAPITAL
GE CAPITAL MORTGAGE SERVICES, INC.
A UNIT OF GE CAPITAL MORTGAGE CORPORATION
THREE EXECUTIVE CAMPUS, P.0. BOX 5260
CHERRY HILL, NJ 08034-0455
609 661-6100, 800 257-7818
Except for non-compliance with minimum servicing standard I. 1 described below,
as of and for the year ended December 31, 1995, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for this same
period, the Company had in effect a fidelity bond and errors and omissions
policy in the amount of $100 million and $20 million, respectively.
With respect to minimum servicing standard I.1., certain accounts contained
reconciling items that were not resolved within 90 calendar days of their
original identification.
/s/ Gregory A. Gilman
Vice President, Mortgage Servicing
(logo)PRUDENTIAL HOME MORTGAGE The Prudential Home Mortgage Company, Inc.
7485 New Horizon Way
Frederick, MD 21701
301 696-7900
December 31, 1995
As of and for the year ended December 31, 1995, The Prudential Home Mortgage
Company, Inc. had complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers with respect to its mortgage
servicing operations. As of and for the same period, The Prudential Home
Mortgage Company, Inc. had in effect a fidelity bond and errors and omissions
policy in the amount of $178 million.
/s/Marvin I. Moskowitz
Marvin Moskowitz
Chief Executive Officer and Director
/s/Jerry Halbrook
Jerry Halbrook
Executive Vice President, Senior Financial Officer &
Controller
/s/Brian Bartlett
Brian Bartlett
Vice President
An Affiliate of The Prudential Insurance Company of America
doing business as P.H. Mortgage Company, Inc. in Ohio
(logo)WELLS FARGO BANK
MANAGEMENT'S REPORT ON COMPLIANCE
WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 31, 1995, Wells Fargo and Companies has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS. As of and for this same period, Wells Fargo and
Companies had in effect a fidelity bond in the amount of $115,000,000 and an
errors and omissions policy in the amount of $48,000,000.
Acknowledged: /s/William J. McClung
William J. McClung, Senior Vice President
January 16, 1996
P.O. Box 85071 San Diego, CA 92186-5071
LS35
(logo)ZIONS MORTGAGE COMPANY
MANAGEMENT ASSERTION
4141 South Highland Drive
Salt Lake City
Utah 84124
(801)273-3000
As of and for the year ended December 31, 1995, Zions Mortgage Company has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS, except that custodial bank accounts were not being
reconciled within 45 days after month-end, were not appropriately reviewed, and
conatined reconciling items that were not resolved within 90 days. As of and for
this same period, Zions Mortgage Company had in effect a fidelity bond in the
amount of $30,000,000 and an errors and omissions policy in the amount
$3,000,000.
/s/D. Ronald Holmes
D. Ronald Holmes
2-23-96
Date
/s/David G. Fischer
David G. Fischer
2-23-96
Date
/s/Rocky E. Bishop
Rocky E. Bishop
2-23-96
Date
(logo)AMERICAN SAVINGS BANK
Rebecca Kennedy
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
OFFICER'S CERTIFICATE
The undersigned Officer certifies the following for the fiscal year:
(A) That to the best of this Officer's knowledge, all premiums for each Hazard
Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage
Insurance Policy (if applicable), with respect to each Mortgaged Property, have
been paid and that all such insurance policies are in full force and effect;
(B) That all accrued and due real estate taxes, governmental assessments and any
other expenses, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the
non-payment has been reported to Norwest Bank Minnesota, N.A.;
(C) To the best of this Officer's knowledge, the Servicer has fufilled all of
its duties, responsibilities or obligations under these Agreements throughout
such year, or if there has been a default or failure of the servicer to perform
any of such duties, responsibilities or obligations, a description of each
default or failure and the nature and status thereof has been reported to
Norwest Bank Minnesota, N.A.;
(D) That this Officer has confirmed that the Fidelity Bond, the Errors and
Omissions Insurance Policy and any other bonds required under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide are in full force and effect.
Certified By:
/s/Karen Moran
Karen Moran
Vice President
Title
March 29, 1996
Date
400 E. Main Street, Department 4026, Stockton, California 95290-4026
(209) 546-2065 (209) 546-2690 Fax
OFFICER'S CERTIFICATE
I, Joseph Candelario, hereby certify that I am the First Vice President, Loan
Administration of Countrywide Home Loans, Inc., fka, Countrywide Funding
Corporation, and further certify with respect to the Pooling and Servicing
Agreements for Conventional Residential Fixed Rate & Adjustable Rate Mortgage
Loans (Inv. 977) by and among Norwest Bank of Minnesota and Countrywide Funding
Corporation, as Servicer, as follows:
I have reviewed the activities and performance of the Servicer during the fiscal
year ended February 29, 1996 under the Agreement and, to the best of my
knowledge, based on my review, the Servicer has fulfilled all of its duties,
responsibilities or obligations under the Agreement through the fiscal year.
/s/Joseph Candelario 5-28-96
Joseph Candelario Date
First Vice President
Loan Administration
Inv.997
(logo)DALE
MORTGAGE BANKERS
MARCH 25, 1996
Nowest Bank Minnesota, N.A.
11000 Broken Land Parkway, 2nd Floor
Columbia, Maryland 21044-3562
Att: Vice President Master Servicing Department
Re: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1995 fiscal year:
A. I have reviewed the activities and performances of the Servicer
during the preceding fiscal year under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Servicer Guide and to the best of my knowledge, the Servicer has
fulfilled all of its duties, responsibilities or obligations under
these Agreements throughout such year, or if there has been a default
or failure of the Servicer to perform any such duties. responsibilities
or obligations, a description of each default or failure and the nature
and status thereof has been reported to Norwest Bank Minnesota, N.A.,
B. I have confirmed that the Servicer is currently an approved FNMA or
FHLMC Servicer in good standing;
C. I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds required under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Servicer Guide are in full force and effect;
D. All premiums for each Hazard Insurance Policy, Flood Insurance
Policy (if applicable) and Primary Mortgage Insurance Policy
(if applicable), with respect to each Mortgaged Property, have been
paid and that all such insurance policies are in full force and effect,
E. All real estate taxes, governmental assessments and any other
expenses accrued and due, that if not paid could result in a lien or
encumbrance on any Mortgaged Property, have been paid, or if any such
costs or expenses have not been paid with respect to any Mortgaged
Property, the reason for the non-payment has been reported to Ryland
Mortgage Company;
F. All Custodial Accounts have been reconciled and are property funded;
and
G. All annual reports of Foreclosure and Abandonment of Mortgaged
Property require per section 6050J and 6050P of the Internal Revenue
Code, respectively, have been prepared and filed.
Certified by :
/s/ S. Benjamin Murolo March 26, 1996
S. Benjamin Murolo, Senior Vice President
DALE MORTGAGE BANKERS CORP.
990 STEWART AVENUE, GARDEN CITY, NEW YORK 11530
(516) 229-3200
BRANCHES: Albany, Binghamton, Fishkill, Hauppauge, Liverpool, Purchase,
Staten Island, West Nyack, Fairfield NJ, Norwalk CT
(logo)GE GE CAPITAL
GE CAPITAL MORTGAGE SERVICES, INC.
A UNIT OF GENERAL ELECTRIC CAPITAL MORTGAGE CORPORATION
4680 HALLMARK PARKWAY, SAN BERNARDINO, CA 92407
OFFICER'S CERTIFICATION
The undersigned officer of GE Capital Mortgage Services, Inc. hereby certifies
that:
a) Such servicing officer has reviewed the activities of the Master Servicer
during the preceding calendar year or portion thereof and its performance under
the Agreement;
b) To the best of such servicing officer's knowledge, based on such review,
the Master Servicer has performed and fulfilled its duties, responsibilities and
obligations under the Agreement in all material respects throughout such year;
c) An officer has conducted an examination of the activities of each
Servicer during the preceding calendar year and its performance under the
related servicing agreement;
d) The Master Servicer has received from each Servicer such Servicer's Annual
Certification of Compliance,
e) To the best of such officer's knowledge, based on such examination, the
Servicer has performed and fulfilled its duties, responsibilities and
obligations under the Servicing Agreement in all material respects throughout
such year;
f) All premiums for each Standard Federal Hazard Insurance Policy,
Flood Insurance Policy (if any), Primary Mortgage Insurance Policy (if any),
and FHA Certificate of Mortgage Insurance (if any), with respect to each
Mortgage Loan and each Mortgaged Property have been paid and that all such
insurance policies are in full force and effect, and
g) Such officer has confirmed that the Fidelity Bond and Errors and
Omissions Insurance Policy are in full force and effect and meet the
requirements of the definitions of such terms.
GE CAPITAL MORTGAGE SERVICES, INC.
March 29, 1996 /s/Karol A. Mason
Date Karol A. Mason, Vice President
PHH US MORTGAGE 6000 Atrium Way Tel 800 257 0460
CORPORATION Mt. Laurel, NJ 08054 Fax 609 439 4900
NORWEST BANK MINNESOTA, N.A.
11000 Broken Land Parkway, 2nd Floor (logo)PHH
Columbia, Maryland 21044-3562
Attn: Vice President Master Servicing Department
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1995 fiscal year:
(A) I have reviewed the activities and performances of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Servicer Guide and to the best
of my knowledge, the Servicer has fulfilled all of its duties, responsibilities
or obligations under these Agreements throughout such year, or if there has been
a default or failure of the Servicer to perform any such duties,
responsibilities or obligations, a description of each default or failure and
the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
Servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in
full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Ryland Mortgage Company;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per section 6050J and 6050P of the Internal Revenue Code, respectively,
have been prepared and filed.
Certified by:
/s/David Bemer
Officer
Vice President, Servicing
Title
03-19-96
Date
(logo)Prudential Home Mortgage The Prudential Home Mortgage Company, Inc.
7485 New Horizon Way
Frederick, MD 21701
301-846-8100
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the fiscal year ending 1995:
(A) I have reviewed the activities and performance of the Servicer during
the preceding fiscal year under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer
Guide and to the best of these Officers' knowledge, the Servicer has
fulfilled all of its duties, responsibilities or obligations under
these Agreements throughout such year, or if there has been a default or
failure of the servicer to perform any of such duties, responsibilities
or obligations, a description of each default or failure and the nature
and status thereof has been reported to Norwest Bank Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or
FHLMC servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds required under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Seller/Servicer Guide are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable),
with respect to each Mortgaged Property, have been paid and that all
such insurance policies are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance
on any Mortgaged Property, have been paid, or if any such costs or
expenses have not been paid with respect to any Mortgaged Property, the
reason for the non-payment has been reported to Norwest Bank Minnesota,
N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050J and 6050P of the Internal Revenue
Code respectively, have been prepared and filed.
Certified By:
/s/Brian Bartlett
Officer
Vice President
Title
An Affiliate of The Prudential Insurance Company of America
doing business as P.H. Mortgage Company, Inc. in Ohio.
(logo)WELLS FARGO BANK
ANNUAL CERTIFICATION FOR CALENDAR YEAR 1995
Dear Investor:
This is to certify the following items with respect to real estate loans we
service on your behalf.
* We have complied with all applicable provisions of the executed servicing
agreement and/or servicing guidelines.
* Servicing is in compliance with applicable state and federal laws, HUD or VA
regulations, and all the terms of the loan documents.
* Taxes, mortgage insurance, flood and/or hazard insurance and assessments
have been paid, if applicable, by Wells Fargo Bank as required by escrow
agreements and regulations. Payment of taxes and insurance by borrowers, if
applicable, is tracked and verified using normal industry methods and
standards.
* Insurance policies are in possession of Wells Fargo Bank, or its
authorized insurance vendor, as required by the terms of our mortgage
impairment coverage.
* ARM rate and payment changes are made according to contractual and
regulatory requirements, and payment change notices sent as required by law.
An ongoing audit process ensures the integrity of our on-line information.
* Interest is paid on escrow funds in compliance with all federal and state
laws, regulations, and contracts.
* Loan documents are held in our vault, at 401 West 24th Street, National
City, California, 91950, or by a document custodian pursuant to applicable
servicing contracts.
* All IRS information returns, including IRS Forms, 1098 Mortgage Interest
Statement, and 1099-A Acquisition or Abandonment are filed pursuant to IRS
regulations.
Certified by: /s/William J. McClung
William J. McClung, Senior Vice President
Loan Servicing Manager, Mortgager, Mortgage Lending Servicing
(word\h:\word\certific)
P.O. Box 85071 San Diego, CA 92186-5071
LS35
NORWEST BANK MINNESOTA, N.A.
11000 Broken Land Parkway, 2nd Floor
Columbia, Maryland 21044-3562
Attn: Vice President Master Servicing Department
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1995 fiscal year:
(A) I have reviewed the activities and performances of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Servicer Guide and to the best
of my knowledge, the Servicer has fulfilled all of its duties, responsibilities
or obligations under these Agreements throughout such year, or if there has been
a default or failure of the Servicer to perform any such duties,
responsibilities or obligations, a description of each default or failure and
the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
Servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in
full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Ryland Mortgage Company;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per section 6050J and 6050P of the Internal Revenue Code, respectively,
have been prepared and filed.
Certified by:
/s/David G. Fischer
Officer DAVID G. FISCHER
SVP/CHIEF FINANCIAL OFFICER
Title
4-12-96
Date
