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.: 333-02209-11
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-9 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)
52-2020592
(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 1996-9
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 1996-9 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) Cimarron Mortgage Company, as servicer <F1>
(b) Countrywide Credit Industries, Inc., as servicer <F1>
(c) Knutson Mortgage Corporation, as servicer <F1>
(d) HomeSide Lending, Inc., as servicer <F1>
(e) National City Mortgage Company, as servicer <F3>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) 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) Cimarron Mortgage Company, as servicer <F3>
(b) Countrywide Credit Industries, Inc., as servicer <F1>
(c) Knutson Mortgage Corporation, as servicer <F1>
(d) HomeSide Lending, Inc., as servicer <F1>
(e) National City Mortgage Company, as servicer <F3>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) 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) Cimarron Mortgage Company, as servicer <F1>
(b) Countrywide Credit Industries, Inc., as servicer <F1>
(c) Knutson Mortgage Corporation, as servicer <F1>
(d) HomeSide Lending, Inc., as servicer <F1>
(e) National City Mortgage Company, as servicer <F1>
(f) Norwest Bank Minnesota, N.A., as master servicer<F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) 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.
<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 1996-9 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) Cimarron Mortgage Company, as servicer <F1>
(b) Countrywide Credit Industries, Inc., as servicer <F1>
(c) Knutson Mortgage Corporation, as servicer <F1>
(d) HomeSide Lending, Inc., as servicer <F1>
(e) National City Mortgage Company, as servicer <F3>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) 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) Cimarron Mortgage Company, as servicer <F3>
(b) Countrywide Credit Industries, Inc., as servicer <F1>
(c) Knutson Mortgage Corporation, as servicer <F1>
(d) HomeSide Lending, Inc., as servicer <F1>
(e) National City Mortgage Company, as servicer <F3>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) 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) Cimarron Mortgage Company, as servicer <F1>
(b) Countrywide Credit Industries, Inc., as servicer <F1>
(c) Knutson Mortgage Corporation, as servicer <F1>
(d) HomeSide Lending, Inc., as servicer <F1>
(e) National City Mortgage Company, as servicer <F1>
(f) Norwest Bank Minnesota, N.A., as master servicer<F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) 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 One Jackson Place Phone: 601.948.6600
Suite 400 Fax: 601.353.7246
188 East Capitol Street
Jackson, Mississippi 39201-2157
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
The Board of Directors
Cimarron Mortgage Company
and
President
Federal National Mortgage Association
We have examined management's assertion that Cimarron Mortgage Company ("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 title REPORT OF MANAGEMENT. Management is responsible for
Cimarron Mortgage 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 during the year ended December 31, 1996 is fairly stated, in all
material respects.
/s/Ernst & Young LLP
March 7, 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
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)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)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
(logo)CIMARRON MORTGAGE COMPANY 3780 1-55 North
Jackson, MS 39211
P. 0. Box 12830 (601)987-8000
Jackson, MS 39236-2830 FAX: (601)987-8002
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/Paul J. Salvo
Officer
President
Title
3/28/97
Date
Member of the Mortgage Bankers Association
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
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.
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 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 1996-9
Dear Mr. Delacanal:
Per Section 3.05 of the Pooling and Servicing Agreement, dated as of December
24, 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\FIRSTUN\MERGE1-B\21-11\NASCOR96-9.DOC
EXHIBIT A
(for Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-9)
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
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
