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.: 333-02209-10
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-8 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)
52-2006187, 52-2006189
(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 1996-8
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 1996-8 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) Knutson Mortgage Corporation, as servicer <F1>
(b) HomeSide Lending, Inc., as servicer <F1>
(c) Norwest Mortgage, Inc., as servicer <F1>
(d) 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) Knutson Mortgage Corporation, as servicer <F1>
(b) HomeSide Lending, Inc., as servicer <F1>
(c) Norwest Mortgage, Inc., as servicer <F1>
(d) 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) Knutson Mortgage Corporation, as servicer <F1>
(b) HomeSide Lending, Inc., as servicer <F1>
(c) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(d) Norwest Mortgage, Inc., as servicer <F1>
(e) SunTrust Mortgage, Inc., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
(b) No 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.
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 1996-8 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: July 9, 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) Knutson Mortgage Corporation, as servicer <F1>
(b) HomeSide Lending, Inc., as servicer <F1>
(c) Norwest Mortgage, Inc., as servicer <F1>
(d) 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) Knutson Mortgage Corporation, as servicer <F1>
(b) HomeSide Lending, Inc., as servicer <F1>
(c) Norwest Mortgage, Inc., as servicer <F1>
(d) 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) Knutson Mortgage Corporation, as servicer <F1>
(b) HomeSide Lending, Inc., as servicer <F1>
(c) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(d) Norwest Mortgage, Inc., as servicer <F1>
(e) 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.
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON COMPLIANCE
WITH MINIMUM SERVICING STANDARDS (USAP)
To the Board of Directors of
Knutson Mortgage Corporation:
We have examined management's assertion about Knutson 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 September 30, 1996 included
in the accompanying management assertion. Management is responsible for the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the entity's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
September 30, 1996 is fairly stated, in all material respects.
/s/Arthur Andersen LLP
Minneapolis, Minnesota,
December 23, 1996
KNUTSON MORTGAGE CORPORATION
Schedule of USAP Findings and Questioned Costs
September 30, 1996
1. Finding:
Reconciling items are not being resolved within 90 days of identification
- Account 16003
- Account 10099
MANAGEMENT RESPONSE
It is the Company's policy to adhere to all USAP requirements in the
reconciling process. The specific reconciling items found to be in
noncompliance were to be resolved by September 15, 1996. To comply with
this requirement going forward, the Company has implemented new procedures
for resolving reconciling items. Monthly meetings are held to discuss any
items still outstanding in their reviews for items they fail to resolve
within 90 days. Internal audit will continue to monitor for compliance with
USAP requirements through the course of our regularly scheduled audits.
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)KNUTSON
MORTGAGE CORPORATION
As of and for the year ended September 30, 1996, Knutson Mortgage Corporation
has complied with the minimum servicing standards set forth in the Mortgage
Bankers Association of Americas UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS. As of and for this same period, Knutson Mortgage Corporation
had in effect a fidelity bond and errors and omissions policy in the amount of
$9,000,000.
/s/Douglas M. Winn
Douglas M. Winn
Senior Vice President
Chief Financial Officer
December 30, 1996
Date
3001 METRO DRIVE / SUITE 400 / MINNEAPOLIS, MINNESOTA 55425 / (612) 204-2600
(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
KNUTSON MORTGAGE CORPORATION
3001 METRO DR #400
BLOOMINGTON MN 55425
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the fiscal year ending
September 30, 1996:
(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 than 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/Mary L. Sullivan
Officer Mary L. Sullivan
Vice President
Title
1-9-97
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. 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.
(logo)NORWEST BANK Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
410/884-2000
April 30, 1997
First Union National Bank of North Carolina
230 S. Tryon Street, 9th Floor
Charlotte, NC 28288-1179
Atten: Pablo Delacanal
RE: Annual Statement As To Compliance for Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1996-8
Dear Mr. Delacanal:
Per Section 3.05 of the Pooling and Servicing Agreement, dated as of November
26, 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
430\FIRSTUN\MERGE1-B\21-10\NASCOR96-8.DOC
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
