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, 1996
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-02209-01
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-1 Trust
(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)
52-1980232, 52-1980233
(I.R.S. Employer Identification No.)
c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, MD 21703
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (301)696-7900
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 March 28, 1997, by
Norwest Bank Minnesota, N.A. (the "Reporting Person"), on behalf of Norwest
Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1996-1
Trust (the "Trust"), established pursuant to a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") among Norwest Asset Securities
Corporation, (the "Company"), as depositor, a trustee and a master servicer (or,
if applicable, a servicer) and in some instances, a certificate administrator,
pursuant to which the Norwest Asset Securities Corporation, Mortgage
Pass-Through Certificates, Series 1996-1 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
In accordance with the no action letter from the Office of Chief
Counsel of the Division of Corporate Finance, Securities and Exchange
Commission dated December 17, 1996 (the "No Action Letter"), the
following exhibits are or will be provided:
99.1 Annual Independent Accountants' Servicing Reports concerning
servicing activities under the Pooling and Servicing Agreements
for the year ended December 31, 1996, in accordance with the No
Action Letter.
(a) Bank of Hawaii, as Servicer<F1>
(b) Countrywide Credit Industries, Inc., as Servicer<F1>
(c) Bank of America, NT&SA, as Servicer<F1>
(d) GMAC Mortgage Corporation, as Servicer<F1>
(e) Great Financial Bank, FSB, as Servicer<F1>
(f) HomeSide Lending, Inc., as Servicer<F1>
(g) National City Mortgage Company, as Servicer<F3>
(h) Norwest Mortgage, Inc., as Servicer<F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1996, in accordance
with the No Action Letter.
(a) Bank of Hawaii, as Servicer<F3>
(b) Countrywide Credit Industries, Inc., as Servicer<F1>
(c) Bank of America, NT&SA, as Servicer<F1>
(d) GMAC Mortgage Corporation, as Servicer<F1>
(e) Great Financial Bank, FSB, as Servicer<F1>
(f) HomeSide Lending, Inc., as Servicer<F1>
(g) National City Mortgage Company, as Servicer<F3>
(h) Norwest Mortgage, Inc., as Servicer<F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1996, in accordance
with the No Action Letter.
(a) Bank of Hawaii, as Servicer<F1>
(b) Countrywide Credit Industries, Inc., as Servicer<F1>
(c) Bank of America, NT&SA, as Servicer<F1>
(d) GMAC Mortgage Corporation, as Servicer<F1>
(e) Great Financial Bank, FSB, as Servicer<F1>
(f) HomeSide Lending, Inc., as Servicer<F1>
(g) National City Mortgage Company, as Servicer<F1>
(h) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(i) Norwest Mortgage, Inc., as Servicer<F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) On November 4, 1996, and December 3, 1996, reports on Form 8-K were
filed by the Company in order to provide the statements for the
monthly distributions to holders of the Certificates. No other reports
on Form 8-K have been filed during the last quarter of the period
covered by this report.
(c) Not applicable.
(d) Omitted pursuant to the No Action Letter.
<F1> Filed herewith.
<F2> Previously filed.
<F3> Pursuant to the No Action Letter, such document (i) is not filed herewith
since such document was not received by the Reporting Person at least three
business days prior to the due date of the Original Form 10-K; and (ii) will be
included in a further amendment to the Original Form 10-K to be filed within 30
days of the Reporting Person's receipt of such document.
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:
NORWEST ASSET SECURITIES CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-1 TRUST
By: NORWEST BANK MINNESOTA, N.A.,
as Master Servicer
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: June 23, 1997
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities under the Pooling and Servicing Agreements for the year ended
December 31, 1996, in accordance with the No Action Letter.
(a) Bank of Hawaii, as Servicer<F1>
(b) Countrywide Credit Industries, Inc., as Servicer<F1>
(c) Bank of America, NT&SA, as Servicer<F1>
(d) GMAC Mortgage Corporation, as Servicer<F1>
(e) Great Financial Bank, FSB, as Servicer<F1>
(f) HomeSide Lending, Inc., as Servicer<F1>
(g) National City Mortgage Company, as Servicer<F3>
(h) Norwest Mortgage, Inc., as Servicer<F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1996, in accordance with the No Action Letter.
(a) Bank of Hawaii, as Servicer<F3>
(b) Countrywide Credit Industries, Inc., as Servicer<F1>
(c) Bank of America, NT&SA, as Servicer<F1>
(d) GMAC Mortgage Corporation, as Servicer<F1>
(e) Great Financial Bank, FSB, as Servicer<F1>
(f) HomeSide Lending, Inc., as Servicer<F1>
(g) National City Mortgage Company, as Servicer<F3>
(h) Norwest Mortgage, Inc., as Servicer<F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1996, in accordance with the No Action
Letter.
(a) Bank of Hawaii, as Servicer<F1>
(b) Countrywide Credit Industries, Inc., as Servicer<F1>
(c) Bank of America, NT&SA, as Servicer<F1>
(d) GMAC Mortgage Corporation, as Servicer<F1>
(e) Great Financial Bank, FSB, as Servicer<F1>
(f) HomeSide Lending, Inc., as Servicer<F1>
(g) National City Mortgage Company, as Servicer<F1>
(h) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(i) Norwest Mortgage, Inc., as Servicer<F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
<F3> Pursuant to the No Action Letter, such document (i) is not filed herewith
since such document was not received by the Reporting Person at least three
business days prior to the due date of the Original Form 10-K; and (ii) will be
included in a further amendment to the Original Form 10-K to be filed within 30
days of the Reporting Person's receipt of such document.
(logo)ERNST & YOUNG LLP 2400 Pauahi Tower Phone: 808.531.2037
1001 Bishop Street
Honolulu, Hawaii 96813-3429
Independent Accountants' Report
Audit Committee
Bank of Hawaii
We have examined management's assertion that Bank of Hawaii (the Bank) complied
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) during the year ended December 31, 1996, included in the accompanying
report titled REPORT OF MANAGEMENT. Management is responsible for the Bank's
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Bank'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 Bank's compliance with those
requirements 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
Bank's compliance with specified requirements.
In our opinion, management's assertion that the Bank complied with the
aforementioned requirements during the year ended December 31, 1996 is fairly
stated, in all material respects.
/s/Ernst & Young LLP
February 15, 1997
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
Suite 700
1000 Wilshire Blvd.
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 MANAGEMENT'S 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 its 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 28, 1997 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 28, 1997 is fairly stated, in all material
respects.
/s/Grant Thornton LLP
Los Angeles, California
April 22, 1997
(logo)ERNST & YOUNG LLP Suite 1700 Phone: 415.951.3000
555 California Street
San Francisco, California 94104
Independent Accountants' Report
Mr. Art Ringwald
Group Executive Vice President
Bank of America NT&SA
We have examined management's assertion that Bank of America NT&SA (the Company)
complied with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) during the year ended December 31, 1996, included in the accompanying
report titled REPORT OF MANAGEMENT. Management is responsible for the Company's
compliance with those requirements. 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 those
requirements 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 specified requirements.
In our opinion, management's assertion that the Company complied with the
aforementioned requirements during the year ended December 31, 1996 is fairly
stated, in all material respects.
/s/ Ernst & Young LLP
January 14, 1997
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
(logo)Deloitte &
Touche LLP
Twenty-Fourth Floor Telephone: (215) 246-2300
1700 Market Street Facsimile: (215) 569-2441
Philadelphia, Pennsylvania 19103-3984
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
GMAC Mortgage Corporation:
We have examined management's assertion about GMAC Mortgage Corporation's (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, 1996 included
in the accompanying management assertion and appendix. Management is responsible
for the Company's compliance with those 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, except as noted in the following paragraph and in the appendix
to management's assertion letter, management's assertion that the Company
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1996, is fairly stated in all material respects.
In two of thirty-two selections made for collections testing, the Company did
not satisfy its modification of the USAP minimum servicing standard for
contacting delinquent mortgagors within the prescribed time frames.
/s/Deloitte & Touche LLP
February 28, 1997
Doloitte Touche
Tohmatsu
International
(logo)DELOITTE &
TOUCHE LLP
Suite 2100 Telephone: (502) 562-2000
220 West Main Street Facsimile: (502) 562-2073
Louisville, Kentucky 40202-5313
INDEPENDENT ACCOUNTANTS'REPORT
To the Stockholder of
Great Financial Bank, FSB
Louisville, Kentucky
We have examined management's assertion about Great Financial Bank, FSB'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, 1996 included in the
accompanying management assertion report on compliance with minimum servicing
standards. Management is responsible for Great Financial Bank, FSB's compliance
with those minimum servicing standards. Our responsibility is to express an
opinion on management's assertion about the Bank'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 Great Financial Bank, FSB'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 Great Financial Bank, FSB's compliance with
the minimum servicing standards.
In our opinion, management's assertion that Great Financial Bank, FSB complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1996 is fairly stated, in all material respects.
/s/Deloitte & Touche
February 10, 1997
Deloitte Touche
Tohmatsu
International
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of
HomeSide Lending, Inc.:
We have examined management's assertion about HOMESIDE LENDING, INC. (a Florida
corporation) AND SUBSIDIARIES' compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS ("USAP") and that the Company had in
effect fidelity bond and errors and omissions policies in the amount of $76
million and $20 million, respectively, as of February 28, 1997 and for the
period from March 16, 1996 to February 28, 1997, included in the accompanying
management assertion letter. Management is responsible for the Company's
compliance with those minimum servicing standards and for maintaining a fidelity
bond and errors and omissions policy. Our responsibility is to express an
opinion on management's assertion about the Company's compliance with the
minimum servicing standards and maintenance of a fidelity bond and errors and
omissions policy 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 HomeSide Lending, Inc. and
subsidiaries complied with the aforementioned minimum servicing standards and
that the Company had in effect fidelity bond and errors and omissions policies
in the amount of $76 million and S20 million, respectively, as of February 28,
1997 and for the period from March 16, 1996 to February 28, 1997 is fairly
stated in all material respects.
/s/Arthur Andersen LLP
Jacksonville, Florida
April 18,1997
(logo)KPMG Peat Marwick LLP
2500 Ruan Center
P.O. Box 772
Des Moines, IA 50303
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Norwest Mortgage, Inc.:
We have examined management's assertion about Norwest Mortgage Banking'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, 1996, included in the
accompanying management assertion. Management is responsible for Norwest
Mortgage Banking'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 Norwest Mortgage Banking'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 Norwest Mortgage Banking's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Norwest Mortgage Banking complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1996, is fairly stated, in all material respects.
/s/KMPG Peat Marwick LLP
January 15, 1997
Member Firm of
KPMG International
(logo)Countrywide
4500 Park Granada
Calabasas, California 91302
(818) 225-300O
April 22,1997
Grant Thornton LLP
1000 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017
Gentlemen:
As of and for the year ended February 28, 1997, Countrywide Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide
Home Loans, 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 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
(P:\gt\1997\42297b)
(logo)Bank of America
Real Estate Loan Service Center
Report of Management
We, as members of management of Bank of America, NT&SA (the Company), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of the Company's compliance with the minimum
servicing standards as set forth in the USAP as of December 31, 1996 and for the
year then ended. Based on this evaluation, we assert that during the year ended
December 31, 1996, the Company complied with the minimum servicing standards set
forth in the USAP.
As of and for this same period, the Company had in effect fidelity bond and
errors and omissions policies in the amounts of $190 million and $70 million,
respectively.
/s/Donald J. Atkins
Donald J. Atkins
Senior Vice President and
Nationwide Servicing Manager
Bank of America National Trust and Savings Association
10600 Valley View Street Box 6012 Cypress, CA 90630-0012 (logo)Recycled Paper
GMAC Mortgage Corporation
100 Witmer Road
P.O. Box 963
Horsham, PA 19044-0963
(logo)GMAC
MORTGAGE
February 28, 1997
As of and for the year ended December 31, 1996, except as described in the
attached appendix, GMAC Mortgage Corporation 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 (USAP) for Mortgage
Bankers. As of and for this same period, GMAC Mortgage Corporation had in effect
a fidelity bond and errors and omissions policy in the amount of $60,000,000.
/s/Edward D. Hughes
Edward D. Hughes
Senior Vice President
Servicing Administration
APPENDIX
Management's assertions are modified by the following items which are derived
from USAP to standards consistent with Company policy, or were noted in the
audit of management's assertions by our independent certified public
accountants.
- - The company completes the overwhelming majority (although not all) of its
reconciliations in accordance with USAP procedure I.1 (subpoint 2). During
1996, over 95% of all reconciliations were completed within 45 days of the
related cutoff date.
- - The company modifies USAP procedure I.1 (subpoint 4) to be consistent with
our practice of delaying reconciling item resolution beyond ninety days of their
original identification, if certain prudent criteria are met. If a reconciling
item is being pursued with another party, and has received the assigned
manager's concurrence as a valid outstanding item, it is not cleared from the
reconciliation until the amount is resolved with the applicable party.
- - GMAC Mortgage contacts delinquent customers at various intervals during the
month. Individual contact with all delinquent customers may not fall strictly
within the timeframes published in investor guidelines, however, required
contacts are initiated by each month end and continued as appropriate
thereafter. The majority of contacts and the overall process of initiating
contact with delinquent customers does generally meet stated investor
timeframes.
(logo)GREAT
FINANCIAL
BANK Suite 1900
329 West Main Street
Louisville, KY 40202-4240
February 7, 1997
Re: Management's Assertion Report on Compliance with Minimum Servicing Standards
To the Stockholder:
As of and for the year ended December 31, 1996, Great Financial Bank, FSB 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 year, Great Financial
Bank, FSB had in effect a fidelity bond and errors and omissions policy in the
amount of $9,000,000.
/s/Paul M. Baker
Paul M. Baker
Chairman and Chief Executive Officer
/s/Richard M. Klapheke
Richard M. Klapheke
Executive Vice President
Chief Financial Officer
/s/Arthur L. Harreld
Arthur L. Harreld
Executive Vice President
/s/William L. Boue'
William L. Boue'
Senior Vice President - Loan Administration
(logo)HOMESIDE
LENDING, INC.
As of February 28, 1997 and for the period from March 16, 1996 to February 28,
1997, HomeSide Lending, Inc. 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, HomeSide Lending, Inc. had in effect a fidelity bond and
errors and omissions policy in the amount of $76 million and $20 million,
respectively.
/s/William Glasgow, Jr.
William Glasgow, Jr.
Executive Vice President
5/30/97
Date
Post Office Box 44090, Jacksonville, FL 32231-4090 904-281-3000
(logo)EQUAL HOUSING LENDER
(logo)NORWEST MORTGAGE Norwest Mortgage, Inc.
Home Campus
Des Moines, IA 50328
515/221-7300
Management Assertion
As of and for the period ended December 31, 1996, Norwest Mortgage Banking 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, Norwest Mortgage
Banking had in effect a fidelity bond and errors and emissions policy in the
amount of $20 Million.
/s/Mark Oman January 15, 1997
Mark Oman, President and CEO Date
/s/Alta Jones January 15, 1997
Alta Jones, Senior Vice President & CFO Date
/s/Cara Heiden
Cara Heiden January 15, 1997
Cara Heiden, Executive Vice President, Loan Admin Date
NMFL #0820H 5/96
(logo)Bank of Hawaii
________________________________________________________________________________
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 1996 fiscal year:
(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:
GLEN H.W. CHONG
Officer
ASSISTANT VICE PRESIDENT
Title
MARCH 25, 1997
Date
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 28, 1997 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 5-23-97
Joseph Candelario Date
First Vice President
Loan Administration
Inv. 977
(logo)Bank of America
NORWEST BANK MINNESOTA, N.A. Real Estate Loan Service Center
11000 BROKEN LAND PKWY
COLUMBIA, MD 21044-3562
March 25, 1997
TRACEY WALDMAN
11000 BROKEN LAND PKWY
COLUMBIA, MD 21044-3562
DEAR TRACEY WALDMAN
RE: SERVICING AGREEMENT COMPLIANCE, ANNUAL CERTIFICATION
INVESTOR NO. 516, 638, P44, 791, R12
Please be advised pursuant to our Servicing Department concurrence, the
following areas have been certified for the Calendar Year of 1996.
- - Loans have adequate Hazard and Flood Insurance with the Lender's Loss Payable
Clause reading in favor of Bank of America NT & SA and its Successors and
Assigns.
- - All FHA and Private Mortgage Insurance on HUD 235, and VA Guarantees are in
full force and effect.
- - Taxes, ground rents, and assessments for mortgages have been reviewed and
there were no delinquent taxes noted.
- - We are in compliance with IRS requirements and all federal, state, and local
laws for reporting the receipt of interest payments and/or acquisition of
properties.
- - All property inspections have been completed according to the provisions of
our servicing agreement, if applicable. Inspections have been made on all
delinquent, foreclosed, or otherwise vacant properties, and any other property
we had reason to believe required an inspection.
- - Blanket Bond and Errors & Omission policies are in full force, and as usual,
the renewal notifications will be mailed to you upon receipt.
- - Enclosed please find the Uniform Single Audit Letter prepared by our external
auditors Ernst & Young along with our Corporate Annual Financial Report.
Bank of America National Trust and Savings Association
10600 Valley View Street Box 6012 Cypress, CA 90630-0012 (logo)Recycled Paper
ANNUAL OFFICER'S CERTIFICATION
________________________________________________________________________________
To the best of my knowledge and upon reasonable investigation, the servicing of
the Mortgage Loans during the preceding year has been conducted in compliance
with all other provisions of the Servicing Agreement(s). Any exceptions to this
certification are listed on an attachment along with explanations concerning
their completion. If none are listed, it should be considered that there are no
exceptions.
By: /s/Judy Duke Childers VICE PRESIDENT/INVESTOR SERVICES
(Signature) (Title)
Judy Duke Childers March 25, 1997
(Typed Name) (Date)
GMAC Mortgage Corporation
100 Witmer Road
P.0. Box 963
Horsham, PA 19044-0963
(LOGO)GMAC
MORTGAGE
March 31, 1997
Norwest Bank Minnesota, N.A.
Andy Rosenfeld
Securities Administration Services
11000 Broken Land Parkway
Columbia, Md 21044-3562
Control3O87
ANNUAL STATEMENT OF COMPLIANCE
This is to certify that a review of the activities of GMAC Mortgage Corporation
for the calendar year 1996 has been made and to the best of my knowledge, GMAC
Mortgage Corporation has fulfilled all its obligations under the terms of the
Servicing Agreement.
/S/Joanne Moore-Baird
Joanne Moore-Baird
Assistant Vice President
Contract Administration
(logo)GREAT
FINANCIAL
4801 Frederica Street
P.O. Box 20005
Owensboro, KY 42304-OOO5
502-685-7100
March 11, 1997
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 1996 fical year:
(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
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/Lotus B. Dixon
Officer
Vice President
Title
March 11, 1997
Date
(logo)HOMESIDE
LENDING, INC.
March 26, 1997
Ms. Tracey A. Waldman
Servicer Compliance Supervisor
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Re: Officer's Certificate
Calendar Year Ending December 31, 1996
Dear Ms. Waldman:
As an officer of HomeSide Lending, Inc. (HomeSide), I certify to the best of my
knowledge on behalf of the loans HomeSide services for Norwest Bank Minnesota,
N.A. as to the following:
1. have reviewed the activities and performance of HomeSide during the preceding
fiscal year under the terms of the Servicing Agreement and to the best of this
officer's knowledge, HomeSide has fulfilled all of its duties, responsibilities
or obligations under this Agreement throughout such year;
2. 1 have confirmed that HomeSide is currently an approved FNMA or FHLMC
Servicer in good standing;
3. 1 have confirmed that the fidelity bond and errors and omissions insurance
policy required under the Servicing Agreement is in full force and effect;
4. All premiums for each hazard insurance policy, flood insurance policy (if
applicable) and PMI policy (if applicable), with respect to each mortgaged
property, have been paid and that all such insurance policies are in full force
and effect;
5. All real estate taxes, governmental assessments and other expenses accrued
and due, that if not paid could result in a lien or encumbrance on any mortgaged
property, have been paid;
6. All custodial accounts have been reconciled and are properly funded; and
(logo)EQUAL HOUSING
Post Office Box 44090, Jacksonville, FL 32231-4090 904-281-3000 LENDER
(logo)HOMESIDE
LENDING, INC.
7. 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.
HomeSide has recently renewed its errors and omissions and fidelity bond
coverage. An Evidence of Insurance form will be sent to the attention of Ms.
Kimberly Ferrel within ten days. You have previously been advised of our change
of fiscal year end to the twelve month period ending the last day of February.
The audited financial statements with accompanying audit letters will be sent
within 90 days of our new fiscal year end, also to the attention of Ms. Ferrel.
Finally, enclosed is the completed Servicer Information form as supplied by you.
Should you have any questions please contact Lynda M. Pohwat at (904)281-4705.
Sincerely,
/s/Terry Salazar
Terry Salazar
Vice President
lp
enc.
NATIONAL CITY MORTGAGE CO.
3232 NEWMARK DRIVE
MIAMISBURG, OH 45342
SERVICER'S ANNUAL CERTIFICATION
January 1, 1996 through December 31, 1996
Dear Sir/Madam:
The undersigned hereby certifies with respect to each and every mortgage
serviced under the Servicing Agreement between Norwest Bank as follows:
1 . There are no outstanding unpaid installments of taxes, special assessments,
or insurance unless otherwise reported.
2. There has been no notice of cancellation received for any hazard or other
insurance incident to any mortgage, without the Servicer obtaining proper
coverage to protect the security interest in the property of Norwest Bank.
3. Private mortgage insurance, as required, remains in full force and effect.
4. All notices detrimental to Norwest Bank security interest have been forwarded
to Norwest Bank.
5. All ARM and GPM loan adjustments have been made in accordance with the
mortgage terms, with timely proper notice provided to the mortgagors as required
by the terms of the note and by regulatory guidelines.
6. The needed internal controls are in piece to insure that all index changes,
made either manually or by automation, reflect the accurate index for that
period.
7. All loan documents pertaining mortgage loans are held by National City Bank
of Kentucky, our document custodian.
8. All mortgage insurance premiums due under the contract of insurance with the
Federal Housing Administration or private mortgage insurance companies have been
paid.
9. All FHA 235/265 mortgage loans have been property recertified.
10. Fidelity Bond Coverage and Error's & Omissions Coverage is in full force and
effect.
11. A Form 1099 was filed with the Internal Revenue Service for all interest
paid to mortgagors over $10.00 on their escrow/impound accounts (IRS Code 6049).
12. A Form 1099-A was filed with the Internal Revenue Service for all Norwest
Bank property foreclosure acquisitions and abandonments (IRS Code 60500).
13. A Form 1099-C was filed with the Internal Revenue Service for all Norwest
Bank accounts that had forgiveness of debt.
14. A Form 1098 was filed with the Internal Revenue Service for all Norwest Bank
accounts for interest paid by the borrowers in excess of $600.00
15. All requirements of Regulation Z have been met.
16. We are in compliance with the National Flood Insurance Act of 1994.
17. All property inspections have been completed as required.
18. Interest is paid on escrow/impound accounts in states that require it.
19. We have established policies, procedures and responsibilities for
comprehensive contingency planning, to minimize financial loss and disruption of
service to the institution and its customers and ensure timely resumptions in
the event of a disaster.
20. We acknowledge that the institution's contingency plan is reviewed and
approved annually by management.
/s/Patricia A. Maynard
Patricia A. Maynard
Vice President
Date: 3/7/97
(logo)NORWEST BANKS Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
410/884-2000
April 30, 1997
First Bank National Association
First Trust Center
180 East Fifth Street, Suite 200
St.Paul, MN 55101
Atten: Ms. Arlene Kosek
RE: ANNUAL STATEMENT AS TO COMPLIANCE FOR NORWEST ASSET SECURITIES
CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-1
Dear Ms. Kosek:
Per Section 3.05 of the Pooling and Servicing Agreement, dated as of July 25,
1996, the undersigned Officer of Norwest Bank Minnesota, N.A. hereby certifies
the following for the 1996 calendar year or portion thereof.
(a) That such Officer has reviewed the activities of the Master Servicer during
the preceding calendar year or portion thereof and its performance under
such Agreement;
(b) That 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 each such Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer and
the nature and status thereof;
(c) That Norwest Bank Minnesota, N.A. has received from each Servicer any
financial statements, officer's certificats, accountant's statements or
other information required to be provided to the Master Servicer pursuant
to the related Agreement; with the exception of any information contained
in Exhibit A, if applicable and
(d) That to the best of such Officer's knowledge, based on such examination,
each Servicer has performed and fulfilled its duties, responsibilities and
obligations under its related Agreement in all material respects throughout
such year, or, if there has been a default in the performance or
fulfillment of any such duties, responsibilities or obligations, specifying
each such default known to such officer and the nature and status thereof,
with the exception of the information contained in Exhibit A, if
applicable.
Certified By: Certified By:
/s/Christine A. Tincher /s/William P. Walther, Jr.
Christine A. Tincher William P. Walther, Jr.
Vice President Assistant Secretary
April 30, 1997 April 30, 1997
Date Date
Enclosure: Exhibit A
430\FIRSTBNK\MERGE1-B\21-3\NASCOR96-2.DOC
EXHIBIT A
(for Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-1)
The following MARKED information has not been received by Norwest Bank
Minnesota, N.A.
SERVICER FINANCIALS USAP OFFICER'S E&O FIDELITY
CERTIFICATE INSURANCE BOND
National City Mortgage x x 5/l/99 1/l/98
4/29/97
NORWEST MORTGAGE, INC.
405 S.W. 5th Street
Des Moines, IA 50328
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 1996 fiscal year:
(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/John B. Brown
Officer
Vice President
Title
3-18-97
Date
