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.: 033-99598
Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-02 Trust
(Exact name of registrant as specified in its charter)
New York 52-2087710
(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
Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1997-02 Trust (the "Trust"), established pursuant to a Pooling and
Servicing Agreement among Structured Asset Securities Corporation, as depositor,
Norwest Bank Minnesota, N.A., as Master Servicer, and First Union National Bank,
as Trustee, pursuant to which the Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-02 Trust 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) American Savings Bank / Washington Mutual, as servicer <F1>
(b) Atlantic Mortgage & Investment Corporation, as servicer <F1>
(c) Aurora Loan Services, Inc., as servicer <F1>
(d) Chase Manhattan Mortgage Corp., as servicer <F1>
(e) Great Financial Bank, FSB, as servicer <F1>
(f) Residential Funding Corp., as servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) American Savings Bank / Washington Mutual, as servicer <F1>
(b) Atlantic Mortgage & Investment Corporation, as servicer <F1>
(c) Aurora Loan Services, Inc., as servicer <F1>
(d) Chase Manhattan Mortgage Corp., as servicer <F1>
(e) Great Financial Bank, FSB, as servicer <F1>
(f) Residential Funding Corp. / GMAC, as servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) American Savings Bank / Washington Mutual, as servicer <F1>
(b) Atlantic Mortgage & Investment Corporation, as servicer <F1>
(c) Aurora Loan Services, Inc., as servicer <F1>
(d) Chase Manhattan Mortgage Corp., as servicer <F1>
(e) Great Financial Bank FSB, as servicer <F2>
(f) Residential Funding Corp., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F3>
(b) On December 9, 1997, a report on Form 8-K was 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> Not provided to the reporting person.
<F3> 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:
Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-02 Trust
By: NORWEST BANK MINNESOTA, N.A.,
as agent for the Trustee
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: 2/15/2000
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1997.
(a) American Savings Bank / Washington Mutual, as servicer <F1>
(b) Atlantic Mortgage & Investment Corporation, as servicer <F1>
(c) Aurora Loan Services, Inc., as servicer <F1>
(d) Chase Manhattan Mortgage Corp., as servicer <F1>
(e) Great Financial Bank, FSB, as servicer <F1>
(f) Residential Funding Corp., as servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1997.
(a) American Savings Bank / Washington Mutual, as servicer <F1>
(b) Atlantic Mortgage & Investment Corporation, as servicer <F1>
(c) Aurora Loan Services, Inc., as servicer <F1>
(d) Chase Manhattan Mortgage Corp., as servicer <F1>
(e) Great Financial Bank, FSB, as servicer <F1>
(f) Residential Funding Corp. / GMAC, as servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) American Savings Bank / Washington Mutual, as servicer <F1>
(b) Atlantic Mortgage & Investment Corporation, as servicer <F1>
(c) Aurora Loan Services, Inc., as servicer <F1>
(d) Chase Manhattan Mortgage Corp., as servicer <F1>
(e) Great Financial Bank, FSB, as servicer <F2>
(f) Residential Funding Corp., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F3>
<F1> Filed herewith.
<F2> Not provided to the reporting person.
<F3> Previously filed.
DELOITTE & TOUCHE LLP (LOGO)
700 Fifth Avenue, Suite 4500 Telephone: (206) 292-1800
Seattle, Washington 98104-5044 Facsimile: (206) 343-7809
INDEPENDENT ACCOUNTANTS' REPORT ON
COMPLIANCE WITH UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
Audit Committee of the Board of Directors
Washington Mutual. Inc.
Seattle, Washington
We have examined management's assertion about Washington Mutual. Inc.'s (the
Company) compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS (USAP) as of and for the year ended December 31. 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 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 Washington Mutual, Inc complied with
the aforementioned minimum servicing standards as of and for the year ended
December 3l,1997, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
February 20. 1998
(LOGO) WASHINGTON MUTUAL
Price Waterhouse LLP Suite 2800 Telephone 813 223 7577
400 North Ashley Street
Tampa, FL 33602-4319
(LOGO)
PRICE WATERHOUSE
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
February 20, 1998
To the Stockholder and Board of Directors
of Atlantic Mortgage & Investment Corporation
We have examined management's assertion about Atlantic Mortgage & Investment
Corporation's (the "Company") compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) as of and for the year ended
December 31, 1997 included in the accompanying management assertion (see Exhibit
I). 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 December
31, 1997 is fairly stated, in all material respects.
/s/Price Waterhouse LLP
ARTHUR ANDERSEN LLP Schedule XII
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Aurora Loan Services, Inc.:
We have examined management's assertion about AURORA LOAN SERVICES, Inc.'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 and that the Company had in effect a fidelity bond and errors
and omissions policy in the amount of $100,000,000 and $5,000,000, respectively,
as of November 30,1997 and for the period from inception (May 15,1997) through
November 30,1997, included in the accompanying management's assertion (Schedule
XIII. 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
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 amount of $100,000,000 and
$5,000,000, respectively, as of and for the period from inception (May 15, 1997)
through November 30, 1997, is fairly stated, in all material respects.
/s/ Arthur Andersen LLP
Denver, Colorado,
February 26,1998.
Price Waterhouse LLP 3100 Multifoods Tower Telephone 612 332 7000
33 South Sixth Street Facsimile 612 332 6711
Minneapolis, MN 55402-3795
(LOGO)
PRICE WATERHOUSE
REPORT OF INDEPENDENT ACCOUNTANTS
March 26, 1998
To the Stockholder and Board of Directors
of Chase Manhattan Mortgage Corporation
We have examined management's assertion about Chase Manhattan Mortgage
Corporation's (the "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 31, 1997 included in the accompanying management assertion (see
Exhibit I). The Corporation performs loan subservicing functions for the
residential loan servicing functions of Chase Mortgage Services, Inc. and
Chemical Mortgage Company. Management is responsible for the Corporation's
compliance with the 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 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 the Corporation's compliance with the minimum servicing
standards.
In our opinion, management's assertion that, except for instances of
noncompliance described in management's assertion, the 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.
Instances of material noncompliance which occurred during 1997 are more fully
discussed in management's assertion which is set forth in Exhibit I.
/s/Price Waterhouse LLP
DELOITTE & TOUCHE LLP
(LOGO)
Suite 21 O0
220 West Main Street
Louisville, Kentucky 40202-5313
Telephone: (502) 562-2000 Facsimile: (502) 562-2073
INDEPENDENT ACCOUNTANTS' REPORT
To the Stockholder of
Great Financial Bank, FSB
Louisville, Kentucky
We have examined management's assertion about Great Financial Bank, FSB's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS (USAP) as of and for the year ended December 31, 1997 included in the
accompanying management assertion report on compliance with minimum servicing
standards. Management is responsible for Great Financial Bank, FSB's compliance
with those minimum servicing standards. Our responsibility is to express an
opinion on management's assertion about the Bank's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Great Financial Bank, FSB's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Great Financial Bank, FSB's compliance with
the minimum servicing standards.
In our opinion, management's assertion that Great Financial Bank, FSB complied
with the aforementioned minimum servicing standards as of and for the year
ended December 31, 1997 is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
February 5, 1998
6588
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
Price Waterhouse LLP 3100 Multifoods Tower Telephone 612 332 7000
33 South Sixth Street Facsimile 612 332 6711
Minneapolis, MN 55402-3795
(LOGO)
PRICE WATERHOUSE
REPORT OF INDEPENDENT ACCOUNTANTS
January 20, 1998
To the Board of Directors and Stockholder
of Residential Funding Corporation
We have examined management's assertion about Residential Funding Corporation's
(the "Company") compliance with their minimum servicing standards in their role
as Master Servicer as of and for the year ended December 31, 1997 included in
the accompanying management assertion. Such assertions were examined relating to
those mortgage loans included in the listing of mortgage loans and series of
certificates included in the attached Exhibit 1. Our testing procedures were
applied only to the series of certificates serviced on or before September 30,
1997. Direct servicing functions are performed by various subservicers.
Management is responsible for the Company's compliance with their 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 their
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. Loans and series of certificates
subject to such procedures were selected using sampling methods, and
accordingly, we make no representation that our examination procedures were
performed on a specific loan or series of certificates as listed in the attached
Exhibit 1. 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 their 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 December
31, 1997 is fairly stated, in all material respects, except for the instances of
noncompliance described in the attached management assertion.
/s/Price Waterhouse LLP
Washington Mutual
(logo)
Head Office
1201 3rd Avenue
Seattle WA 98101
February 20, 1998
As of and for the year ended December 31, 1997, Washington Mutual, 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 ("the USAP"). As of and for this same period,
Washington Mutual, Inc had in effect a fidelity bond and errors and omissions
policy in the amounts of $60 million and $25 million, respectively.
Steven Freimuth
Executive Vice President
Lending Administration
(LOGO)
ATLANTIC MORTGAGE
ATLANTIC MORTGAGE & INVESTMENT CORPORATION
4358 SOUTHPOINT BOULEVARD, SUITE 101, JACKSONVILLE. FLORIDA 32216
TELEPHONE (904) 296-1500 FAX NUMBER (904) 296-7292
Exhibit I
Management Assertion
As of and for the year ended December 31, 1997, Atlantic Mortgage & Investment
Corporation has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Banker's Association of America's UNIFORM
SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for this same period,
Atlantic Mortgage & Investment Corporation had in effect fidelity bond and
errors and omissions policies in the amount of $20.5 million each.
/s/Joseph L. McDaniels
Joseph L. McDaniels
President
/s/J. Mark Kennedy
J. Mark Kennedy
Chief Financial Officer
/s/Ray Barbone
Ray Barbone
Vice President-Loan Administration
/s/Danny Lawson
Danny Lawson
Controller
(LOGO) AURORA LOAN SCHEDULE XIII
SERVICES INC
Corporate Headquarters/2530 S. Parker Rd., Suite 601/Aurora, CO 80014/
phone: 303-337-7371 800-880-0128/ fax: 303-337-7381
MANAGEMENT'S ASSERTION
As of November 30, 1997, and for the period from inception (May 15, 1997)
through November 30, 1997, Aurora Loan Services, Inc. (the "Company") has
compiled 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 November 30, 1997, the Company had in
effect a fidelity bond and errors and omissions policy in the amount of
$100,000,000 and $5,000,000, respectively.
/s/Paul Szymanski
Paul Szymanski, Chief Financial Officer
February 26, 1996.
(LOGO)CHASE
Exhibit I
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1997, except as specifically noted
below, Chase Manhattan Mortgage Corporation (CMMC"), Chase Mortgage Services,
Incorporated ("CMSI") and Chemical Mortgage Company("CMC") and their
subsidiaries (collectively, the "Group") has complied in all material respects
with the minimum servicing standards (the "Standard(s)") 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, certain
instances of non-compliance with the Standards occurred. Except as specifically
noted, the following instances of non-compliance have been remedied and
procedural enhancements have been implemented.
BANK ACCOUNTS
STANDARD: CUSTODIAL BANK ACCOUNTS AND RELATED BANK CLEARING ACCOUNT
RECONCILIATIONS SHALL BE PREPARED WITHIN FORTY-FIVE (45) DAYS AFTER THE
CUT-OFF DATE AND DOCUMENTED RECONCILING ITEMS SHALL BE RESOLVED FROM THESE
RECONCILIATIONS WITHIN NINETY (90) CALENDAR DAYS OF THEIR ORIGINAL
IDENTIFICATION.
Certain of CMMC's custodial accounts and related bank clearing accounts are
still not consistently reconciled within 45 days during the year. In
addition, a significant number and dollar amount of reconciling items
documented on the reconciliation's are not always resolved within 90 days
after identification. During the year, management moved to a general
ledger account approximately $7 million in stale items that could not be
researched properly due to their extreme age and lack of supporting
documentation. Management is in the process of developing an appropriate
plan of action for ensuring reconciliation's are completed in a more timely
manner and for disposition of reconciling items, with consideration
being given to investor requirements and proper handling under state
abandoned property laws.
Management believes it has taken definitive actions and implemented controls and
procedures to address and correct the instances of noncompliance which occurred
during 1997.
As of and for the year ended December 31, 1997, the Corporation had in effect
fidelity bond and errors and omissions policies in the amounts of $200,000,000
and $25,000,000, respectively.
(LOGO)
Management's Assertion
Page 2 Exhibit I
/s/Thomas Jacob
Thomas Jacob Date
Chief Executive Officer
/s/Glenn Mouridy
Glenn Mouridy Date
Executive Vice President
and Chief Financial Officer
/s/Lucy Gambino
Lucy Gambino Date
Vice President - Risk Management
(LOGO) GREAT FINANCIAL BANK
One Financial Square
Louisville, KY 40202-3322
502-562-6000
January30, 1998
MANAGEMENT'S ASSERTION REPORT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS
To the Stockholder:
As of and for the year ended December 31, 1997, Great Financial Bank, FSB has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS. As of and for this same period, Great Financial
Bank, FSB had in effect a fidelity bond and errors and omissions policy in the
amount of $9,000,000 and $20,000,000, respectively.
By: /s/William L. Boue
William L. Boue
Title: First Vice President - Loan Administration
By: /s/Paul M. Baker
Paul M. Baker
Title: Chairman and Chief Executive Officer
6501
GMAC Mortgage Corporation
100 Witmer Road
P.O. Box 963
Horsham, PA 19044-0963
(logo)
EXHIBIT I
Management's Assertion Concerning Compliance with USAP Minimum Servicing
Standards
March 25, 1998
As of and for the year ended December 31, 1997, GMAC Mortgage Corporation and
its subsidiaries (the "Company") have complied in all material respects with the
minimum servicing standards (the "Standards") set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers.
As of and for this same period, the Company had in effect a fidelity bond and an
errors and omissions policy in the amounts of $150,000,000 and $60,000,000
respectively.
Edward D. Hughes
Senior Vice President
Servicing Administration
3/27/98
Date
AMERICAN SAVINGS BANK
(LOGO)
Ms Tracey A Waldman
Norwest Bank Minnesota N A
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Officer's Certificate
The undersigned Officer certifies the following for the fiscal year:
(A) That to the best of this Officer's knowledge, 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;
(B) That all accrued and due real estate taxes, governmental assessments and any
other expenses, 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;
(C) To the best of this Officer's 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;
(D) That this Officer has 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.
Certified By:
Karen A. Moran
Assistant Vice President
March 25, I998
400 E. Main Street, Department 4026, Stockton, California 95290-4026
(209)546-2065 (209)546-2690 Fax
(LOGO)
ATLANTIC MORTGAGE
ATLANTIC MORTGAGE & INVESTMENT CORPORATION
4348 SOUTHPOINT BOULEVARD, SUITE 101, JACKSONVILLE, FLORIDA 32216
TELEPHONE (904) 296-1400 FAX (904) 296-3443
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 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
of 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 may
Mortgaged Property, have been paid or if any such costs or expenses have 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 Internal Revenue Code, respectively,
have been prepared and filed.
Certified By:
/s/Lucy L. Abercrombie
Officer
WE TREAT YOU AS IF YOU ARE THE ONLY CUSTOMER WE SERVE.
Assistant Servicing Manager
Title
March 24, 1998
Date
(LOGO)AURORA AN
SERVICES INC NATIONAL SERVICING CENTER
601 FIFTH AVENUE PO BOX 1706 SCOTTSBLUFF, NE 69363-1706 PHONE: 308-635-3500
800-776-9361 FAX: 308-630-6700
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
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) A1L 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.
/s/Regina Lashley
Officer
Regina Lashley
Vice President
Title
March 16, 1998
Date
(LOGO)CHASE
CHASE MANHATTAN MORTGAGE CORPORATION
200 Old Wilson Bridge Road
Worthington, OH 43085-8500
1-800-848-9136 Customer Service
1-800-582-0542 TDD/Text Telephone
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 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, 605OJ and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
/s/Lucy P. Gambino
Officer
Vice President
Title
March 24. 1998
Date
RESIDENTIAL FUNDING CORPORATION
10 Universal City Plaza
Suite 2100
Universal City, CA 91608
818-753-4400
March 31, 1998
Ms. Kristen Cronin
NORWEST BANK MINNESOTA, NA
Securities Administration Services
11000 Broken Land Parkway
Columbia, MD 21044
RE: 1990-WH2 1993-PC12 1993-WH2 1997-S2 1997-S3 1997-2
1997-NWH6-B 1997-WHll 1997-WH15
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE
The undersigned Director(s) of Residential Funding Corporation (the
"Master Servicer"), pursuant to the various Pooling and Servicing Agreements
(the "Agreements") under which Residential Funding Corporation acts as Master
Servicer, which Agreements require an annual statement of compliance to be made
to the Certificateholder's by officers' of the Master Servicer, hereby certify
that;
(I) a review of the activities of the Master Servicer during the preceding
calendar year and of performance under the Agreements has been made under
the undersigned officers' supervision;
(ii) to the best of the undersigned officers' knowledge, based on such review,
the Master Servicer has fulfilled its obligations in all material
respects throughout such year;
(iii) to the best of each undersigned officers' knowledge, based on such review,
each Subservicer has fulfilled its obligations under its servicing
agreement in all material respects; and
(iv) the Company has fully complied with the provisions of Article II of the
various Agreements.
Dated: March 31, 1998
/s/Karen Gill /s/Raymond R. King, II
Karen Gill Raymond R. King, II
Director, Investor Reporting Director, Bond Administration
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