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, 1998 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-21263-24
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-3 Trust
(Exact name of registrant as specified in its charter)
New York 52-2084068
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be 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 25, 1999, on behalf of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates Series
1998-3 Trust established pursuant to a Pooling and Servicing Agreement Agreement
among NORWEST ASSET SECURITIES CORPORATION (Seller) and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION (Master Servicer) and UNITED STATES TRUST COMPANY OF NEW
YORK (Trustee) and FIRST UNION NATIONAL BANK (Trust Administrator), pursuant to
which the Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates Series 1998-3 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, 1998.
a) FARMERS STATE BANK & TRUST CO <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HUNTINGTON MTG CO <F1>
e) NORWEST MTG INC <F1>
f) PLYMOUTH SAVINGS BANK <F1>
g) STAR BANK NA <F1>
h) SUN TRUST MTG INC <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) FARMERS STATE BANK & TRUST CO <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HUNTINGTON MTG CO <F1>
e) NORWEST MTG INC <F1>
f) PLYMOUTH SAVINGS BANK <F1>
g) STAR BANK NA <F1>
h) SUN TRUST MTG INC <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) FARMERS STATE BANK & TRUST CO <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HUNTINGTON MTG CO <F1>
e) NORWEST MTG INC <F1>
f) PLYMOUTH SAVINGS BANK <F1>
g) STAR BANK NA <F2>
h) SUN TRUST MTG INC <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders.<F3>
(b) On October 6, 1998, November 10, 1998, and
December 8, 1998, 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.<F3>
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> 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 covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.
<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:
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-3 Trust
Signed: Norwest Bank Minnesota, N.A., as Master Servicer
By: Sherri J. Sharps, Vice President
By: /s/ Sherri J. Sharps, Vice President
Dated: December 15, 1999
Exhibits
Exhibit No.
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) FARMERS STATE BANK & TRUST CO <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HUNTINGTON MTG CO <F1>
e) NORWEST MTG INC <F1>
f) PLYMOUTH SAVINGS BANK <F1>
g) STAR BANK NA <F1>
h) SUN TRUST MTG INC <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) FARMERS STATE BANK & TRUST CO <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HUNTINGTON MTG CO <F1>
e) NORWEST MTG INC <F1>
f) PLYMOUTH SAVINGS BANK <F1>
g) STAR BANK NA <F1>
h) SUN TRUST MTG INC <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) FARMERS STATE BANK & TRUST CO <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HUNTINGTON MTG CO <F1>
e) NORWEST MTG INC <F1>
f) PLYMOUTH SAVINGS BANK <F1>
g) STAR BANK NA <F2>
h) SUN TRUST MTG INC <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F3>
<F1> Filed herewith.
<F2> 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 covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.
<F3> Previously filed.
(LOGO)
KPMG Peat Marwick LLP
233 South 13th Street, Suite 1600
Lincoln, NE 68508-2041
Two Central Park Plaza
Suite 1501
Omaha, NE 68102
Independent Accountants' Report
The Board of Directors
Farmers State Bank & Trust Co. of Superior:
We have examined management's assertion about Farmers State Bank & Trust Co. of
Superior's (the Bank) compliance with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's (MBA's) Uniform Single
Attestation Program for Mortgage Bankers (USAP), except For minimum servicing
standards V.4. and VI.1, which the MBA has interpreted as being inapplicable to
the servicing of commercial and multi-Family loans, as of and for the year ended
December 31, 1998, included in the accompanying management assertion. Management
is responsible for the Bank'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 the Bank'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 Bank's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Bank has complied in all
material respects with the aforementioned minimum servicing standards as of and
for the year ended December 31, 1998 is fairly stated, in all material respects.
KPMG Peat Marwick LLP
March 17, 1999
(logo)
KPMG
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountants' 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 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, 1998 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 in all material respects with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1998 is fairly stated, in
all material respects.
KPMG
March 26, 1999
(logo)
ARTHUR ANDERSEN LLP
(logo)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder of FT Mortgage Companies:
We have examined management's assertion about FT Mortgage Companies' (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) and that the Company had in effect a fidelity bond
policy in the amount of $70,000,000 and an errors and omissions policy in the
amount of $50,000,000 as of and for the year ended December 31,1998, 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, except for the matters disclosed therein, management's assertion
that the Company complied with the aforementioned minimum servicing standards
and that the Company had in effect a fidelity bond policy in the amount of
$70,000,000 and an errors and omissions policy in the amount of $50,000,000 as
of and for the year ended December 31, 1998, is fairly stated, in all material
respects.
Arthur Andersen, LLP
Memphis, Tennessee, February 12, 1999.
(LOGO)
ERNST& YOUNG LLP
One Columbus
10 West Broad Street
Columbus, Ohio 43215-3400
Phone: 614 224 5678
Fax: 614 222 3939
Report of Independent Accountants
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 (USAP) during
the year ended December 31, 1998. 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, 1998 is fairly stated, in all
material respects.
ERNST& YOUNG LLP
March 10, 1999
20
Ernst &Young LLP is a member of Ernst &Young
International, Ltd.
(LOGO)
KPMG Peat Marwick LLP
2500 Ruan Center
RO. 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, 1998, 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, 1998, is fairly stated, in al1 material respects.
KPMG Peat Marwick LLP
January 19, 1999
(LOGO)
KPMG Peat Marwick LLP
99 High Street Telephone 547 388 1000 Telefax 617 988 0800
Boston, MA 02110-2371
Independent Accountants' Report on
Uniform Single Attestation Program for Mortgage Bankers
The Board of Trustees
Plymouth Savings Bank:
We have examined management's assertion about Plymouth Savings Bank's (the
"Bank") compliance 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 the year ended December 31, 1998 included in the
accompanying management assertion. Management is responsible for the Bank'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 the Bank'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 Bank's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Bank has complied in all
material respects with the aforementioned minimum servicing standards as of and
for the year ended December 31, 1998 is fairly stated, in all material
respects.
KPMG Peat Marwick LLP
January 29, 1999
(LOGO) ARTHUR ANDERSEN LLP
Report of Independent Public Accountants
To the Board of Directors of Star Bank, N.A.:
We have examined management's assertion about Star Bank, N.A.'s
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 Star Bank, N.A. had in effect a fidelity bond and errors
and omissions policy in the amounts of $25,000,000 and $5,000,000, respectively,
for the period January 1, 1998 to February 28, 1998, $25,000,000 and
$10,000,000, respectively, for the period March 1, 1998 to November 19, 1998,
and $50,000,000 and $25,000,000, respectively, for the period November 20, 1998
to December 31, 1998, included in the accompanying Statement of Management's
Assertion Regarding Compliance with Servicing Standards of the Uniform Single
Attestation Program for Mortgage Bankers. Management is responsible for Star
Bank, N.A.'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 the standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about Star Bank, N.A.'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 Star Bank, N.A.'s compliance with the minimum servicing
standards.
In our opinion, management's assertion that Star Bank, N.A. complied
with the aforementioned minimum servicing standards and that Star Bank, N.A. had
in effect a fidelity bond and errors and omissions policy in the amounts of
$25,000,000 and $5,000,000, respectively, for the period January 1, 1998 to
February 28, 1998, $25,000,000 and $10,000,000, respectively, for the period
March 1, 1998 to November 19, 1998, and $50,000,000 and $25,000,000,
respectively, for the period November 20, 1998 to December 31, 1998, is fairly
stated, in all material respects.
Arthur Andersen
Cincinnati, Ohio,
March 26, 1999
(LOGO)
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To 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, 1998, 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 of 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, 1998 is
fairly stated in all material respects.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 3, 1999
(LOGO)
Farmers State Bank & Trust
Management Assertion
As of and for the year ended December 31, 1998, Farmers State Bank and Trust Co.
of Superior (the Bank) has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers. As of and for this same
period, the Bank had in effect a fidelity bond in the amount of $2,275,000 and a
mortgagee errors and omissions policy in the amount of $500,000.
Edward J. Meekins
Vice President
Date: March 17, 1999
First Union Mortgage Corporation
201 South College Street
Charlotte North Carolina 28288
704 374-6787
(logo)
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1998, 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 Uniform Single
Attestation Program for Mortgage Bankers. First Union Mortgage Corporation had
in effect a fidelity bond policy in the amount of $100 million for the period
from January I, 1998 to May 31, 1998 and a fidelity bond policy in the amount of
$200 million for the period from June 1, 1998 to December 31, 1998. As of and
for the year ended December 31, 1998, First Union Mortgage Corporation had in
effect an errors and omissions policy in the amount of $20 million.
Karin Patrick, Senior Vice President
March 26, 1999 Date
Debbie Craig, Senior Vice President
March 26, 1999 Date
Debbie Warren, President
March 26, 1999 Date
(logo)
FT Mortgage Companies
2974 LBJ FREEWAY DALLAS, TX 75234
ATLANTIC COAST MORTGAGE
CARL I. BROWN MORTGAGE
MNC MORTGAGE
HOMEBANC MORTGAGE
FIRST TENNESSEE MORTGAGE
SUNBELT NATIONAL MORTGAGE
972 484-5600
Arthur Andersen L.L.P.
100 Peabody Place, Suite 1100
Memphis, TN 38103-3625
Dear Sirs:
As of and for the year ended December 31, 1998, FT Mortgage Companies and its
wholly-owned subsidiary, First Tennessee Mortgage Services, Inc. (the "Company")
has complied in all material respects, except for the matters disclosed in
Exhibit I, with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and for this same period, the Company had in effect a fidelity
bond policy in the amount of $70,000,000 and an errors and omissions policy in
the amount of $50,000,000.
Gary B. Klinger
Chief Financial Officer
February 12, 1999
EXHIBIT I
Matter #1:
The Company is required to maintain a loan servicing file for each of the loans
it services. During an inventory of files in prior years, the Company noted
several missing files. The situation reported in the prior year still exists.
Management Corrective Action
The Company maintains collateral documentation files with the document
custodians. For the existing portfolio, internal loan servicing files will be
recreated as necessary. During 1998, the Company implemented imaging technology
which will substantially reduce loss of internal documents in the future.
Matter #2:
The Company is required to analyze escrow balances for all loans on an annual
basis. Testing in prior years revealed a group of loans on which an escrow
analysis had not been performed in the preceding 12 months. The situation
reported in the prior year still exists.
Management Corrective Action
Management controls this process through a weekly review of loans requiring
escrow analysis and feels the procedures provide proper control. In some cases,
loans may be excluded from analysis for a period of time. For example, analysis
is not conducted on loans 30 or more days delinquent. Once cured, RESPA permits
60 additional days for completion of analysis. In addition, a "stop" can be
placed on a loan pending resolution or a customer research inquiry.
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
(logo)
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 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 HMC's compliance with the minimum servicing standards
as set forth in the USAP as of December 3l, 1998 and for the year then ended.
Based on this evaluation, we assert that during the year ended December 3l,
1998, HMC complied, in all material respects, 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 $10,000,000.
Thomas J. Finnegan III
President and Chief Executive Officer
Irving A. Adler
Senior Vice President
March 10, 1999
(LOGO)
Norwest Mortgage, Inc.
Home Campus
Des Moines, IA 50328
515/221- 7300
Management Assertion
As of, and for the year ended December 31, 1998, 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 the same period, Norwest Mortgage
Banking had in effect a fidelity bond along with an errors and omissions policy
in the amounts of $100 million and $20 million, respectively.
Mark C. Oman
Chairman and Chief Executive Officer
January 19, 1999
Date
Robert K. Chapman
Executive Vice President and Chief Financial Officer
January 19, 1999
Date
Mike Heid
Executive Vice President Loan Servicing
January 19, 1999
Date
(LOGO)
ADMINISTRATIVE OFFICES: 95 BEDFORD STREET. P.O. BOX 1439, MIDDLEBOROUGH,
MA 02346 508-946-3000
January 29, 1999
Management Assertion
As of and for the year ended December 31, 1998, Plymouth Savings Bank (the
"Bank") a subsidiary of Plymouth Bancorp, Inc. has complied in all material
respects with the minimum servicing standards set forth in the Mortgage Bankers
Association of America" Uniform Single Attestation Program for Mortgage Bankers.
As of and for this same period, the Bank had a fidelity bond policy in effect
for $7,000,000 per loss and an errors and omissions policy in effect for
$2,500,000 per loss.
Thomas S. Olsen
President, Chairman & CEO
Samuel I. Parks Senior
Vice President, Treasurer, & CFO
Duxbury (781) 934-0101 Kingston (781) 585-6150 Plymouth (508) 746-3300
West Plymouth (508) 747-6060 Cotuit (508) 428-1300 Falmouth (508) 548-3000
Mashpee (508) 477-7984 Sandwich (508) 888-4444 Teaticket (508) 540-5002
Lakeville (508) 947-6601 Marion (508)748-2919 Mattapoisett (508)758-4936
Middleborough Ctr. (508)947-1300 Wareham (508)295-3800 E. Wareham(508)291-0908
(LOGO) Firstar
March 26, 1999
Arthur Andersen LLP
425 Walnut Street
Cincinnati, Ohio 45202
Dear Sirs:
As of and for the year ended December 31, 1998, Firstar Home Mortgage
Corporation has complied in all material respects with the minimum servicing
standards as set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers. For the periods January 1, 1998
to November 19, 1998 and November 20, 1998 to December 31, 1998, Firstar Home
Mortgage Corporation had in effect a fidelity bond and errors and omissions
policy in the amounts of $80,000,000 and $10,000,000 and $50,000,000 and
$25,000,000, respectively.
Dan Arrigoni, President
Rick Aneshansel, Executive Vice President
Mike Norris, Senior Vice President
809 South 60th Street, Suite 210
West Alla, Wisconsin 53214
SunTrust Mortgage, Inc.
Mail Code CC-502
P.O. Box 4333
Atlanta, GA 30302
Tel (770) 352-5610
Fax (770) 352-5832
Ralph B. Carrigan
President, Chief Operating Officer
SUNTRUST
(LOGO)
February 3, 1999
Arthur Andersen LLP
133 Peachtree Street, NE
Atlanta, Georgia 30303
Dear Sirs:
As of and for the year ended December 31, 1998, 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,
Ralph B. Carrigan President/COO
RBC/amg
(LOGO)
Attention: Master Servicing
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1998 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 Agreement throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligation, 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, Polling and Servicing Agreement and/or Seller/Servicers 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 in any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the nonpayment
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:
Edward J. Meekins
Vice President
March 30,1999
Mortgage Loan Department
P.O. Box 268 Superior, Nebraska 68978-0268 * Fax 432-879-4895 * Phone 402
877-4450
First Union Mortgage Corporation
NC4755
Operational & Regulatory Risk Division
P. O. Box 900001
Raleigh, North Carolina 27675-9001
1100 Corporate Center Drive
Raleigh, North Carolina 27607-5066
(logo)
Norwest Bank Minnesota N.A.
Investor Numbers A07
First Union CRA Mortgage Loan Trust 1997-1
CERTIFICATION OF COMPLIANCE
The undersigned, an officer of First Union Mortgage Corporation ("FUMC") hereby
certifies as follows:
A review of the activities of FUMC during the preceding year with respect to
performance under this Agreement has been made under such Officer's supervision;
and
(1)
To the best of such Officer's knowledge the servicing has been conducted in
compliance with the Agreement(s) except for immaterial exceptions or other
exceptions set forth in such statement; and
(2)
To the best of such Officer's knowledge based on such review, there is no
default by FUMC in the fulfillment of any of its obligations under this
Agreement, or if there is any such default known to such Officer, specifying
each such default and the nature and status thereof.
In witness whereof the undersigned has executed this Certificate of Compliance
this 12th day of May, 1999.
FIRST UNION MORTGAGE CORPORATION
By:
Joseph F. DeDominicis
Vice President
EVENTS OF DEFAULT (if any)
ANNUAL SERVICING CERTIFICATION
In connection with the loans serviced by FT Mortgage Companies during fiscal
year December 31, 1998, we confirm the following to be materially correct and
accurate to the best of our knowledge, information and belief:
1. Real estate taxes, special assessments and any charges that may become a lien
upon the property and which come due in the last calendar year have been paid.
This also includes the verification with taxing authorities for non-escrowed
mortgages.
2. FHA insurance premiums or private mortgage insurance premiums, if applicable,
have been paid and are in full force and effect.
3. Properties are adequately insured and your interest, as Mortgagee, is
properly provided for in the mortgage clause. This includes both flood and
hazard insurance.
4. For those loans being escrowed for the payment of taxes and insurance,
sufficient amounts are being collected monthly to provide for payment of future
items.
5. Property inspections have been completed according to the provisions of our
servicing agreement, if applicable.
6. All other provisions of the servicing agreement have been adhered to.
7. To the extent there exist any exceptions to the foregoing that are deemed to
be material in nature, such exception(s) will be recited in an Exhibit attached
hereto and accompanied by an explanation thereof. In the event no Exhibit is
attached hereto, it is to be presumed that no exceptions of a material nature to
the foregoing exist.
By:
(Signature)
Linda Williams
(Printed Name)
Vice President, Escrow Services
(Title)
March 31, 1999
(Date)
(logo)
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 12044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1998 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:
Bradford C. Northcraft
Officer
Vice President
Title
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 1998 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:
Officer
Vice President
Title
4/2/99
Date
Home Office: 95 Bedford Street, P.O. Box 620, Middleborough, MA 02346-0620
508-946-6700
(LOGO)
Norwest Bank Minnesota, N.A.
I 1000 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 1998 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:
Officer
Gary A. Brown/Vice President
Title
March 31, 1999
Date
Centerville, MA (800) 456-7020 * Cotuit, MA (800) 456-7020 * Foxborough, MA
(800) 333-8000 * New Bedford. MA (508) 996-0455 * Plymouth, MA (800) 234-0646 *
Vineyard Haven, MA (800) 283-2375 * Warwick, RI (800) 234-9800
E-mail: [email protected]
(LOGO) Norwest Banks
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 1998 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:
Officer
VICE PRESIDENT-MANAGER OF SUN TRUST MORTGAGE INC.
JULY 27, 1999
Date
