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, 1997
/ / Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No.: 333-21263-03
Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates,
Series 1997-05 Trust
(Exact name of registrant as specified in its charter)
New York 52-2029921
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No__
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 26, 1998, on behalf of
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates, Series
1997-5 Trust (the "Trust"), established pursuant to a Pooling and Servicing
Agreement among Norwest Asset Securities Corporation, (the "Company"), as
Seller, and Firstar Trust Company, as Trustee, First Union National Bank of
North Carolina, as Trust Administrator and Norwest Bank Minnesota, N.A., as
Master Servicer, pursuant to which the Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-5 registered under the
Securities Act of 1933 (the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety
as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
99.1 Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) Temple-Inland Financial Services, Inc., as servicer <F1>
(e) First Union Mtg. Corp., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) Sun Trust Mortgage Inc., as servicer <F1>
(i) The Huntington Mortgage Co., as servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) Temple-Inland Financial Services, Inc., as servicer <F1>
(e) First Union Mtg. Corp., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) Sun Trust Mortgage Inc., as servicer <F1>
(i) The Huntington Mortgage Co., as servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) Temple-Inland Financial Services, Inc., as servicer <F1>
(e) First Union Mtg. Corp., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) Sun Trust Mortgage Inc., as servicer <F1>
(i) The Huntington Mortgage Co., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) On November 5, 1997, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for the Certificates.
On October 9, 1997, November 10, 1997, and December 9, 1997, 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
<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 1997-5 Trust
Signed: NORWEST BANK MINNESOTA, N.A.,
as Master Servicer
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: 2/10/2000
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) Temple-Inland Financial Services, Inc., as servicer <F1>
(e) First Union Mtg. Corp., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) Sun Trust Mortgage Inc., as servicer <F1>
(i) The Huntington Mortgage Co., as servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) Temple-Inland Financial Services, Inc., as servicer <F1>
(e) First Union Mtg. Corp., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) Sun Trust Mortgage Inc., as servicer <F1>
(i) The Huntington Mortgage Co., as servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as servicer <F1>
(b) Citicorp Mortgage, Inc., as servicer <F1>
(c) Countrywide Credit Industries, Inc., as servicer <F1>
(d) Temple-Inland Financial Services, Inc., as servicer <F1>
(e) First Union Mtg. Corp., as servicer <F1>
(f) National City Mortgage Company, as servicer <F1>
(g) Norwest Mortgage, Inc., as servicer <F1>
(h) Sun Trust Mortgage Inc., as servicer <F1>
(i) The Huntington Mortgage Co., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
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, 1997, included
in the accompanying report title 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, 1997 is fairly
stated, in all material respects.
/s/Ernst & Young LLP
March 19, 1998
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
(LOGO)
10 South Broadway Telephone 314 444 1400 Fax 314 444 1470
Suite 900
St. Louis, MO 63102-1761
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, 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 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, 1997 is fairly stated, in all material
respects.
/s/KPMG Peat Marwick LLP
February 20, 1998
Suite 700
1000 Wilshire Blvd
Los Angeles, CA 90017-2464
213 627-1717
FAX 213 624-6793
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 v, dth 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 ail material
respects.
/s/Grant Thornton LLP
Los Angeles, California April 22, 1997
(LOGO)ERNST&YOUNG LLP Suite 1400 Phone: 512 478 9881
700 Lavaca Fax: 512 473 3499
Austin, Texas 78701
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage
Corporation)
We have examined management's assertion included in the accompanying report
titled REPORT OF MANAGEMENT that Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage Corporation) (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
during the 15 month period ended December 31, 1997. Management is responsible
for the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertions 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 15 month period ended December 31, 1997,
is fairly stated, in all material respects.
/s/Ernst & Young LLP
January 30, 1998
Ernst & Young LLp is a member of Ernst & Young International, Ltd.
LOGO KPMG PEAT MARWICK LLP
Suite 2800
Two First Union Center
Charlotte. NC 28282-8290
INDEPENDENT ACCOUNTANT'S REPORT
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage Corporation's
(a wholly-owned subsidiary of First Union Corporation) 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 3l, 1997 included in the accompanying
management assertion. Management is responsible for First Union Mortgage
Corporation's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about First
Union Mortgage Corporation'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 First Union Mortgage Corporation'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 First Union Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Union Mortgage Corporation
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1997 is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
March 13, I998
LOGO MEMEBERS FIRM OF KPMB INTERNATIONAL
(LOGO)ERNST& YOUNG LLP 1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115-1405 Phone: 216 861 5000
Report on Management's Assertion on Compliance
with Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Report of Independent Accountants
Board of Directors
National City Mortagage Co.
We have examined management's assertion, included in the accompanying report
titled Report of Management, that National City Mortgage Co. NCM) 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, 1997. Management is responsible for NCM's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertions about NCM'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 NCM'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
NCM's compliance with specified requirements.
In our opinion, management's assertion, that NCM complied with the
aforementioned requirements during the year ended December 31, 1997, is fairly
stated, in all material respects.
Ernst & Young LLP
/s/Ernst & Young LLP
January 28, 1998
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
(LOGO)
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 set forth 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, 1997, 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
in all material respects with the aforementioned minimum servicing standards as
of and for the year ended December 31, 1997, is fairly stated, in all
material respects.
/s/KPMG Peat Marwick LLP
January 14, 1998
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 $20,000,000,
respectively, as of and for the year ended December 31, 1997, 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 onmanagement'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 $20,000,000, respectively, as of and for the year ended December 31,
1997 is fairly stated in all material respects.
/S/Arthur Andersen LLP
(LOGO) One Columbus
10 West Broad Street Phone: 614 224 5678
Columbus, Ohio 43215-3400 Fax: 614 222 3939
Independent Auditors' Report
Board of Directors
The Huntington Mortgage Company
We have examined management's assertion, included in the accompanying report
titled Report of Management, that The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS during the
year ended December 31, 1997. Management is responsible for HMC's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about HMC's compliance based on our examination.
Our examination was conducted in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about HMC'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
HMC's compliance with specified requirements.
In our opinion, management's assertion that HMC complied with the
Aforementioned requirements during the year ended December 31, 1997 is fairly
stated, in all material respects.
/s/Ernst & Young LLP
March 12, 1998
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
MANAGEMENT'S ASSERTION ON COMPLIANCE WITH MINIMUM
STANDARDS SERVICING STANDARDS SET FORTH
IN THE UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS
REPORT OF MANAGEMENT
We, as members of management of Cimarron Mortgage Company, are responsible for
complying with the minimum servicing standards as set forth ia 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 Cimarron Mortgage Company's
compliance with the minimum servicing standards as set forth in the USAP as
of December 31, 1997 and for the year then ended. Based on this evaluation,
we assert that during the year ended December 31, 1997, Cimarron Mortgage
Company has complied, in all material respects, with the minimum servicing
standards set fortil in the USAP.
As of December 31, 1997, Cimarron Mortgage Company had in effect a fidelity
bond and error and omissions policy in the amount of $2,000,000.
/s/Paul J. Salvo
President and Chief Operationg Officer
/s/Linda Scott
Linda Scott
Senior "Vice President and Secretary
CITICORP MORTGAGE, INC. FINANCIAL CONTROL
12855 N. OUTER FORTY DRIVE
MS 822
ST. LOUIS, MO 63141
As of and for the year ended December 31, 1997, 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 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
$274 million.
Very truly yours,
CITICORP MORTGAGE, INC.
By: /s/ David B. Lowman
David B. Lowman, Managing Director-
Mortgage Services
By /s/ Jim B. Levites 3-4-98
Jim B. Levites, Managing Director-
Default Management
By /s/ Richard G. Thornberry 3-9-98
Richard G. Thornberry President/Chief Operating Officer
By /s/ Carl Levinson
Carl L. Levinson, Chairman/Chief Executive Officer
February 20, 1998
4500 Park Granada (LOGO) COUNTRYWIDE
Calabassa, 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
(LOGO)
KNUTSON
MORTGAGE CORPORATION
REPORT OF MANAGEMENT
We, as members of management of Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage Corporation) (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 (the "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, 1997 and for the
15 month period then ended. Based on this evaluation, we assert that during the
15 month period ended December 31, 1997, the Company complied, in all material
respects, with the minimum servicing standards set forth in the USAP.
During the 15 month period ended December 31, 1997, the Company did not
consistently document its supervisory review and approval of custodial account
reconciliations. Although not consistently documented, in most instances a
supervisory review had taken place. As of January 1998, a procedure to document
supervisory review and approval had been instituted. Because a supervisory
review was made in most instances, we believe this is not a material
noncompliance with the minimum servicing standards set forth in the USAP.
As of December 31, 1997, the Company had in effect a fidelity bond and errors
and omissions policy in the amount of $30,000,000.
By:/s/Richard Hebl
Senior Vice President -
Loan Administration
3001 METRO DRIVE/SUITE 400/ MINNEAPOLIS, MINNESOTA 55425/(612) 204-2600
Charlotte, North Carolina 28288
(704) 374-6787
LOGO FIRST UNION
MANAGEMENT'S ASSERTION REGARDING
COMPLIANCE WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 3l, 1997, First Union Mortgage Corporation
has complied in all material respects with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's UNFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS. As of and for this same period, First Union
Mortgage Corporation had if effect a fidelity bond and errors and omissions
policies in the amounts of $100 million and $20 million, respectively.
/s/ Karin Patrick
/Karin Patrick, Senior Vice President March 13, 1998
Date
/s/ James Maynor
James Maynor, President March 13,1998
Date
National City National City Mortgage Co.
Mortgage 3232 Newmark Drive Miamisburg, Ohio 45342
Telephone (937) 910-1200
Mailing Address:
P.O. 1820
Dayton, Ohio 45401-1820
Management's Assertion on Compliance with
Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of National City Mortgage Co. (NCM), 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 NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 3l, 1997 and for the year
then ended. Based on this evaluation, we assert that during the year ended
December 3l, 1997, NCM complied, in all material respects, with the minimum
servicing standards set forth in the USAP.
As of and for this same period, NCM had in effect a fidelity bond policy in the
amount of $50 million and an errors and omissions policy in the amount of $20
million.
/s/Leo E. Knight, Jr.
Leo E. Knight, Jr., President
/s/T. Jackson Case Jr.
T. Jackson Case Jr., Sr. Vice President
January 29,1998
No one Cares More !
(LOGO) Norwest Mortgage, Inc.
405 S.W. 5th Street
Des Moines, IA 50309-4626
515-237-6000
Management Assertion
As of and for the year ended December 3l, 1997, 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 this same period, Norwest Mortgage Banking
had in effect a fidelity bond and errors and omissions policy in the amount of
$100 million and $20 million, respectively.
/s/Mark C. Oman Januiary 14, 1998
Mark C. Oman Date
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/s/Robert K. Chapman Janaury 14, 1998
Robert K. Chapman Date
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICE
/s/Mike Heid Janaury 14, 1998
Mike Heid Date
EXECUTIVE VICE PRESIDENT LOAN SERVICING
Sun Trust 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) 352-5832
SUN TRUST
January 30, 1998
Arthur Andersen LLP
133 Peachtree Street, NE
Atlanta, Georgia 30303
Dear Sirs:
As of and for the year ended December 31, 1997, 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 $20,000,000 respectively.
Sincerely,
/s/Ralph B. Carrigan
Ralph B. Carrigan
President/COO
RBC/amg
The Huntington Mortgage Company (LOGO)
7575 Hunington Park Drive
Columbus, Ohio 43235
Report of Management
We, as members of management of The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, are responsible for
complying with the minimum servicing standards 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 the minimum servicing
standards as set forth in the USAP as of December 31, 1997 and for the year
then ended. Based on this evaluation, we assert that during the year ended
December 31, 1997, HMC complied with the minimum servicing standards set
forth in the USAP.
As of and for this same period, HMC had in effect a fidelity bond in the amount
of $40,000,000 and an errors and omissions policy in the amount of $8,000,000.
/s/R. Frederick Taylor
R. Frederick Taylor, President
/s/Irving A. Adler
Irving A. Adler, Senior Vice President
A subsidiary of The Huntington National Bank
(LOGO) 460 Briarwood Dr., Suite 415
Jackson, MS 39206
P. O. Box 12830
Jackson, MS 39236-2830 (601) 899-1500
FAX: (601) 899-1502
March 30, 1998
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
The undersigned Officer certifies the following for the 1997 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
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
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omission
Insurance Policy and any other bonds required under the terms of the
Servicer Guide are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
and Primary Mortgage Insurance Policy are with respect to each
Mortgaged Property, has 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, has been paid, or if any such costs or
expenses have not been paid 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 6050H, 6050J, and 6050P of the Internal Revenue
Code, respectively, have been prepared and flied.
Certified By:
/s/Paul J. Salvo
Officer
President
Title
3/30/98
Date
JACKSON, MISSISSIPPI - ATLANTA, GEORGIA - CLEARWATER, FLORIDA
Member of the Mortgage Bankers Association
Citicorp Mortgage, Mail Station 313
Inc. P.O. Box 790013
St. Louis, Missouri
A subsidiary of 63179-0013
Citicorp
(LOGO)
March 31, 1998
Investor #6121 and 6123
Attn: Christine A Tincher
Norwest Bank
11000 Broken Land Parkway
Columbia, MD 21044-3562
OFFICER'S CERTIFICATE
RE: Annual Statement as to Compliance:
Pursuant to SASCOR Servicing Guide
Dear Ms. Tincher:
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/Patsy M. Barker
Patsy M. Baker, Vice President
By: /s/Timothy Klingert
Timothy Klingert, Investor Reporting Manager
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
Agreement 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 throughout the
fiscal year.
/s/ Joseph Candelario 5-23-97
Joseph Candelario Date
First Vice President
Loan Administration
February 19, 1998
TEMPLE-INLAND MORTGAGE CORPORATION
(logo)
Norwest Bank Minnesota, N.A. - Master Servicer
Attn: Kimberly J. Wiggins, Compliance Administrator
11000 Broken Land Parkway
Columbia, MD 21044-3562
RE:
Investor Nos. L11, L12, L14, L17, L18, 404, 405,406, 487, 645,646, 647, and 648
Annual Certification, as of 12/31/97
Dear Ms. Wiggins:
The undersigned Officer certifies the following for the 1997 fiscal year:
(A) I have reviewed the activities and performances of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of my knowledge, the servicer has fulfilled all of its duties,
responsibilities or obligations under these Agreements throughout such year, or
if there has been a default or failure of the Servicer to perform any such
duties, responsibilities or obligations, a description of each default or
failure and the nature and status thereof has been reported to Norwest Bank
Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
Servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in
full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Ryland Mortgage Company;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per sections 6050J and 6050P of the internal Revenue Code,
respectively, have been prepaid.
Certified by:
Temple-Inland Mortgage Corporation and Temple-Inland Mortgage Corporation as
subservicer for Lumbermen's Investment Corporation
Clay B. Carson
Executive Vice President
February 19,1998
TEMPLE-INLAND BUILDING * 1300 SOUTH MO-PAC EXPWY. * AUSTIN, TEXAS 78746
First Union Mortgage Corporation
Operational and Regulatory Risk Division
Post Office Box 900001
Raleigh, North Carolina 27675-9000
(LOGO)
1100 Corporate Center Drive
Raleigh, North Carolina 27607-5066
919 881-6000
Norwest Bank Minnesota, N.A.
Investor Numbers A04, 596, Nll, N32, M02, N13, P52, 021,181,460, N07, A07, N56
The undersigned Officer certifies the following for the 1997 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 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified by:
Joseph F. DeDominicis
October 26, 1998
NATIONAL CITY MORTGAGE CO.
3232 NEWMARK DRIVE
MIAMISBURG, OH 45342
SERVICER'S ANNUAL CERTIFICATION
Dear Sir/Madam:
The undersigned hereby certifies with respect to each and every mortgage
serviced under the Servicing Agreement between Norwest Bank Minnesota, N.A. 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
Minnesota, N.A..
3. Private mortgage insurance, as required, remains in full force and
4. effect.
4. All notices detrimental to Norwest Bank Minnesota, N.A. security interest
have been forwarded to Norwest Bank Minnesota, N.A..
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 place 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 flied 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 I099-A was filed with the Internal Revenue Service for all
13. Norwest Bank Minnesota, N.A. property foreclosure acquisitions and
abandonment (IRS Code 60500).
14. A Form I099-C was filed with the Internal Revenue Service for all
15. Norwest Bank Minnesota, N.A. accounts that had forgiveness of debt.
14. A Form 1098 was filed with the Internal Revenue Service for all Norwest
Bank Minnesota, N.A. 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.
By:/s/Patricia A. Maynard 3/23/98
Patricia A. Maynard, Vice President Date
NORWEST MORTGAGE, INC.
405 S.W. 5th 3treet
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;
(G) 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
Sun Trust Mortgage, Inc.
Post Office Box 105621
Atlanta, GA 30348
Tel 1-800-634-7928
Sun Trust
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1997 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
(D) Insurance Policy and any other bonds required under the terms of the
(E) Servicing Agreement, Trust Agreement, Pooling and Servicing
(F) 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 Primal, 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 6050H. 605rU and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
Roy Briggs, III
Officer Roy Briggs, III
Vice President
Title
April 3, 1998
Date
(LOGO)
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
March 26, 1998
SASCOR
Attn: Master Servicing Dept
7435 New Technology Way
Frederick, MD 21701
Re: 1997 Annual Reporting
Dear Investor:
In accordance with the servicing agreement between The Huntington Mortgage
Company (HMC) and your firm, this letter will serve as our annual certification
relative to the portfolio of mortgage loans administered on your behalf.
Enclosed, please find The Huntington BancShares Incorporated and HMC Annual
Reports for 1997.
This letter will also certify that all real estate taxes and insurance premiums
have been paid in connection with the mortgage loan portfolio. Additionally,
please find Fidelity. Bond certificates as well as Errors Omissions
declarations to further protect your interest.
The employees of The Huntington are pleased to be of service to you and we look
forward to continuing the valued business relationship that we have established
with your organization. Should you have any questions regarding the enclosed
statements, please contact me directly at (614)480-6680.
Sincerely,
/s/Bradford C. Northcraft
Bradford C. Northcraft
Vice President
Investor Services Manager
Take control of your money.
