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.: 333-02209-02
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-2 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)
52-1992987
(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 1996-2
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 1996-2 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 America NT&SA, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) First Union National Bank of North Carolina, as servicer
<F1>
(e) HomeSide Lending, Inc., as servicer <F1>
(f) National City Mortgage Company, as servicer <F3>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) SunTrust 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 America NT&SA, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) First Union National Bank of North Carolina, as servicer
<F1>
(e) HomeSide Lending, Inc., as servicer <F1>
(f) National City Mortgage Company, as servicer <F3>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) SunTrust 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 America NT&SA, FSB, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) First Union National Bank of North Carolina, as servicer
<F1>
(e) HomeSide Lending, Inc., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(h) Norwest Mortgage, Inc., as servicer <F1>
(i) SunTrust Mortgage, Inc., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) On October 9, 1996, a report on Form 8-K was filed in order to provide
the Pooling and Servicing Agreement for the Certificates.
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 1996-2 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 America NT&SA, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) First Union National Bank of North Carolina, as servicer<F1>
(e) HomeSide Lending, Inc., as servicer <F1>
(f) National City Mortgage Company, as servicer <F3>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) SunTrust 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 America NT&SA, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) First Union National Bank of North Carolina, as servicer<F1>
(e) HomeSide Lending, Inc., as servicer <F1>
(f) National City Mortgage Company, as servicer <F3>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) SunTrust 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 America NT&SA, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) First Union National Bank of North Carolina, as servicer <F1>
(e) HomeSide Lending, Inc., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(h) Norwest Mortgage, Inc., as servicer <F1>
(i) SunTrust 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 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.
KPMG Peat Marwick LLP
1010 Market Street Telephone 314 444 1400 Telefax 314 444 1470
St. Louis, MO 63101-2085
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Citicorp Mortgage, Inc.:
We have examined management's assertion about Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citicorp) and subsidiaries' (the Company)
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS as of and for the year ended December 31, 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 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 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 Citicorp Mortgage, Inc. and
subsidiaries complied with the aforementioned minimum servicing standards as of
and for the year ended December 31, 1996 is fairly stated, in all material
respects.
February 14, 1997 /s/ KPMG Peat Marwick LLP
Member Firm of
KPMG lnternational
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
KPMG Peat Marwick LLP
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountants' Report
The Board of Directors
First Union National Bank of North Carolina:
We have examined management's assertion about First Union National Bank of North
Carolina Master Servicing Division'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 (the USAP) as of and for
the year ended December 31, 1996 included in the accompanying management
assertion. In as much as the Company does not service the loans underlying the
master servicing directly, our procedures relative to minimum servicing
standards I.4., II.1, II.2., II.3., II.4., III.2., III.3., III.4., III.6., V.1.,
V.2., V.3., V.4., and VI.1. of the USAP, involved obtaining and reading the most
recently available reports from the primary servicers' independent auditors. Our
opinion as expressed herein, insofar as it relates to such minimum servicing
standards performed by such primary servicers, is based solely upon the reports
of the respective independent auditors. 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 noncompliance by the
Company relating to custodial bank account reconciliations and various
noncompliance with minimum servicing standards by certain of it's primary
servicers noted from reading other independent auditors' reports, 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.
/s/KPMG Peat Marwick LLP
April 28, 1997
Member Firm of
KPMG 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
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
SunTrust Mortgage, Inc.:
We have examined management's assertion about SUNTRUST MORTGAGE, INC.'S
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKS ("USAP") and that the Company had in effect a fidelity bond and errors and
omissions policy in the amounts of $100,000,000 and $15,000,000, respectively,
as of and for the year ended December 31, 1996, included in the accompanying
management assertion. 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 entity'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 the Company complied with the
aforementioned minimum servicing standards and that the Company had in effect a
fidelity bond and errors and omissions policy in the amounts of $100,000,000 and
$15,000,000, respectively, as of and for the year ended December 31, 1996 is
fairly stated in all material respects.
/s/Arthur Andersen LLP
Atlanta, Georgia
January 31, 1997
(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
Citicorp Mortgage, 12855 North Outer Forty Drive
Inc. St. Louis, Missouri
63141
A subsidiary of
Citicorp
(logo)CITICORP
As of and for the year ended December 31, 1996, Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citicorp) and subsidiaries (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 fidelity bond and errors and omissions policies in the
amount of $272.5 million.
Very truly yours,
CITICORP MORTGAGE, INC.
By: /s/David B. Lowman
David B. Lowman, Managing Director -
Mortgage Services
By: /s/Jim B. Levites
Jim B. Levites, Managing Director -
Default Management
By: /s/Richard G. Thornberry
Richard G. Thornberry, President/Chief Operating Officer
By: /s/Carl L. Levinson
Carl L. Levinson, Chairman/Chief Executive Officer
February 14, 1997
kpmgsign
(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)
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
301 South College Street, TW6
Charlotte, North Carolina 28288-0828
800 786-8919
Fax 704 383-0387
(logo)FIRST UNION
MANAGEMENT ASSERTION
As of and for the year ended December 31, 1996, except as noted in the following
paragraphs, First Union National Bank of North Carolina's Master Servicing
Division (the Company) has complied in all material respects with the minimum
servicing standards for master servicers set forth in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP). With respect to minimum servicing standards I.4., II.1, II.2., II.3.,
II.4., III.2., III.3., III.4., III.6., V.1., V.2., V.3., V.4., and VI.1. as set
forth in such program, the Company relies on the performance of its primary
servicers. There were instances of noncompliance with minimum servicing
standards by primary servicers noted in the most recently received independent
auditors reports for several primary servicers. These instances of noncompliance
are discussed below.
From July to December 1996, the Company was not in full compliance with USAP
standard I.1, relating to reconciliations of custodial bank accounts, including
the preparation of the reconciliations within 45 calendar days of the cutoff
date and the identification of all reconciling items. The noncompliance was
primarily concentrated in 18 of the Company's 157 custodial bank accounts. Since
January 1997, the Company has worked diligently to properly reconcile all
affected accounts and all accounts are currently being reconciled in a timely
manner with only certain pre-1997 unidentified reconciling items existing. Based
on the method that the Company uses to calculate investor remittances, it is
management's belief that the custodial bank account noncompliance did not affect
the accuracy of any amounts remitted to trustees or investors and should not
affect any trustee or investor in any manner. Once management believes that all
custodial bank accounts have been completely reconciled, which is expected to be
by May 31, 1997, we plan to engage our external auditors, KPMG Peat Marwick LLP,
to perform an interim 1997 examination of the USAP standard relating to
custodial bank account reconciliations. We will make this report available upon
request.
As discussed above, with respect to minimum servicing standards I.4., II. 1,
II.2., II.3., II.4., III.2., III.3., III.4., III.6., V.1., V.2., V.3., V.4., and
VI.1. of the USAP, the Company relies on the performance of its primary
servicers. As part of our on-going monitoring of the primary servicers, the
Company obtains independent accountant's reports regarding those companies'
compliance with minimum servicing standards. The Company's readings of the most
recently available reports noted certain instances of noncompliance by primary
servicers that are reported below:
Instances of exceptions with respect to the Company's approximately 190 primary
servicers were:
- - Custodial Bank Accounts (USAP standard I.1.) - five primary servicers
- - Unissued Checks (III.6.) - one primary servicer
- - Escrow Account Analysis (V.3.) - two primary servicers
- - Delinquencies (VI.1.) - four primary servicers
- - The Company does not have current USAP's for primary servicers
comprising approximately 16% of the master servicing portfolio, therefore,
we could not review the most recently available reports.
The Company has a process in place to review the financial soundness and
servicing performance of primary servicers on an annual basis. Among other
factors, the Company considers the results of the primary servicers' USAP
reports in these reviews and takes appropriate corrective actions where it is
warranted. The Company is currently in the process of obtaining the most current
USAP's for those primary-servicers for which it has not yet been received.
As of and for this same period, the Company had in effect fidelity bond and
errors and omissions insurance policies in the amount of $100 million and $20
million, respectively.
/s/Karl J. Mendenhall 4/28/97 /s/Anthony J. Gagliardo 4/28/97
Karl J. Mendenhall Date Anthony J. Gagliardo Date
Senior Vice President Vice President
Master Servicing Master Servicing
/s/Bruce W. Good 4/28/97 /s/John M. Church 4/28/97
Bruce W. Good Date John M. Church Date
Assistant Vice President Senior Vice President
Master Servicing Structured Servicing Products
(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 January 15, 1997
Cara Heiden, Executive Vice President, Loan Admin Date
NMFL #0820H 5/96
SunTrust Mortgage, Inc. Ralph B. Carrigan
Mail Code CC-502 President & Chief Operating Officer
P.O. Box 4333
Atlanta, GA 30302
Tel (770) 352-5610
Fax (770) 352-5608
(logo)SUNTRUST
January 31, 1997
Arthur Andersen LLP
133 Peachtree Street, NE
Atlanta, Georgia 30303
Dear Sirs:
As of and for the year ended December 31, 1996, SunTrust Mortgage, 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, SunTrust
Mortgage, Inc. had in effect a fidelity bond and errors and omissions policy in
the amounts of $100,000,000 and $15,000,000 respectively.
Sincerely,
/s/Ralph B. Carrigan
Ralph B. Carrigan
President/COO
RBC/rh
CFO\AA297
(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)
Citicorp Mortgage, Mail Station 313
Inc. P.O. Box 790013
St. Louis, Missouri
A subsidiary of 63179-0013
Citicorp
(logo)CITICORP
March 31, 1997
Investor #6121
Luis Rodriquez/Master Servicer
Norwest Bank
5325 Spectrum Drive
Frederick, MD 21701
OFFICER'S CERTIFICATE
RE: Annual Statement as to Compliance:
Pursuant to SASCOR Servicing Guide
Dear Mr. Rodriquez:
The activities of Citicorp Mortgage, Inc., performed under the above
referenced Servicing Guide during the preceding calendar year, have been
conducted under my supervision. Based upon a review of those activities and to
the best of my knowledge, Citicorp Mortgage, Inc. has fulfilled all of its
obligations under this Servicing Guide.
Citicorp Mortgage, Inc.
By: /s/ Linda Whitaker
Linda Whitaker, Assistant Vice President
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
First Union National Bank
of North Carolina
Master Servicing Division
301 South College Street, TW9
Charlotte, North Carolina 28288-0828
704 374-2487
Fax 704 383-0387
Toll Free 800 786-9819
(logo)FIRST UNION
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Sale and Servicing Rights Agreement
dated as of September 1, 1991 between Diawa Finance Corp. (the "Company") and
Fleet Real Estate Funding Corp. ("Fleet") with respect to Coventional,
FHA-Insured and VA-Guaranteed Residential Mortgage Loans, Group No. 1991-HZ-1
(the "Agreement"). Capitalized terms used herein not otherwise defined shall
have the meanings assigned in the Agreement. First Union Mortgage Corporation
assumed the obligations of the Company by assignment from Fleet pursuant to the
Assignment and Assumption dated December 1, 1994 by and between Fleet and First
Union Mortgage Corporation.
Pursuant to Section 6.04 of the Agreement, I, Anthony J. Gagliardo, Vice
President of First Union Mortgage Corporation, do hereby certify that:
1. The Company has fully complied with the provisions of Article IV of the
Agreement during the period from January 1, 1996 through December 31, 1996;
2. A review of the activities of the Company during the period from January
1, 1996 through December 31, 1996 and of the Company's performance under
the Agreement during such period has been made under my supervision; and
3. To the best of my knowledge, based on such review, the Company has
fulfilled all its obligations under the Agreement throughout the period
from January 1, 1996 through December 31, 1996.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the lst
day of April, 1997.
/s/Anthony J. Gagliardo
Anthony J. Gagliardo, Vice
President
LIG\190991
Inv 730-001
(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. I 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. I have confirmed that HomeSide is currently an approved FNMA or FHLMC
Servicer in good standing;
3. I 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 1996-2
Dear Ms. Kosek:
Per Section 3.05 of the Pooling and Servicing Agreement, dated as of August 27,
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\21-4\NASCOR96-2.DOC
EXHIBIT A
(for Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-2)
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
First Union x 2/l/98 6/01/97
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
SunTrust Mortgage, Inc.
Mail Code CC-502
P.0. Box 4333
Atlanta. GA 30302
Tel (770) 352-5712
(logo)SUNTRUST
March 17, 1997
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 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 is 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/Rod Hartman
Rod Hartman First Vice President
3/17/97
Date
HARTMAN\NORBEST
