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.: 033-99598-06
Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-1 Trust
(Exact name of registrant as specified in its charter)
New York 52-2082537, 52-2082540
(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 26, 1999, on
behalf of Structured Asset Securities Corporation Mortgage Pass-Through
Certificates Series 1998-1 Trust established pursuant to a Trust Agreement
among STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION
NATIONAL BANK, as Trustee pursuant to which the Structured Asset Securities
Corporation Mortgage Pass-Through Certificates Series 1998-1 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) ATLANTIC MTG & INVESTMENT CORP <F1>
b) AURORA LOAN SRVCS INC <F1>
c) BANK OF AMERICA FSB (CA) <F1>
d) GMAC MTG CORP <F1>
e) MELLON MTG CO (TX) <F1>
f) NORWEST MTG INC <F1>
g) PNC MTG CORP <F1>
h) RESIDENTIAL FUNDING CORP <F1>
i) STAR BANK NA <F1>
j) WASHINGTON MUTUAL INC <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) ATLANTIC MTG & INVESTMENT CORP <F1>
b) AURORA LOAN SRVCS INC <F2>
c) BANK OF AMERICA FSB (CA) <F1>
d) GMAC MTG CORP <F1>
e) MELLON MTG CO (TX) <F1>
f) NORWEST MTG INC <F1>
g) PNC MTG CORP <F1>
h) RESIDENTIAL FUNDING CORP <F1>
i) STAR BANK NA <F1>
j) WASHINGTON MUTUAL INC <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) ATLANTIC MTG & INVESTMENT CORP <F1>
b) AURORA LOAN SRVCS INC <F1>
c) BANK OF AMERICA FSB (CA) <F1>
d) GMAC MTG CORP <F1>
e) MELLON MTG CO (TX) <F1>
f) NORWEST MTG INC <F1>
g) PNC MTG CORP <F1>
h) RESIDENTIAL FUNDING CORP <F2>
i) STAR BANK NA <F2>
j) WASHINGTON MUTUAL INC <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F3>
(b) On October 7, 1998, November 9, 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.
(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:
Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-1 Trust
Signed: First Union National Bank, as Trustee
By: Robert Ashbaugh, Vice president
By: /s/ Robert Ashbaugh, Vice president
Dated: December 22, 1999
Exhibits
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) ATLANTIC MTG & INVESTMENT CORP <F1>
b) AURORA LOAN SRVCS INC <F1>
c) BANK OF AMERICA FSB (CA) <F1>
d) GMAC MTG CORP <F1>
e) MELLON MTG CO (TX) <F1>
f) NORWEST MTG INC <F1>
g) PNC MTG CORP <F1>
h) RESIDENTIAL FUNDING CORP <F1>
i) STAR BANK NA <F1>
j) WASHINGTON MUTUAL INC <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1998.
a) ATLANTIC MTG & INVESTMENT CORP <F1>
b) AURORA LOAN SRVCS INC <F2>
c) BANK OF AMERICA FSB (CA) <F1>
d) GMAC MTG CORP <F1>
e) MELLON MTG CO (TX) <F1>
f) NORWEST MTG INC <F1>
g) PNC MTG CORP <F1>
h) RESIDENTIAL FUNDING CORP <F1>
i) STAR BANK NA <F1>
j) WASHINGTON MUTUAL INC <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1998.
a) ATLANTIC MTG & INVESTMENT CORP <F1>
b) AURORA LOAN SRVCS INC <F1>
c) BANK OF AMERICA FSB (CA) <F1>
d) GMAC MTG CORP <F1>
e) MELLON MTG CO (TX) <F1>
f) NORWEST MTG INC <F1>
g) PNC MTG CORP <F1>
h) RESIDENTIAL FUNDING CORP <F2>
i) STAR BANK NA <F2>
j) WASHINGTON MUTUAL 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)
Report of Independent Accountants
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York NY 10036
Telephone (212) 596 8000
Facsimile (212) 396 8910
February 19,1999
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, 1998 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, 1998 is fairly stated, in all material respects.
PricewaterhouseCoopers LLP
(LOGO)
ERNST & YOUNG LLP
Suite 4300
370- 17th Street
Denver, Colorado 80202-5663
Phone: 303 534 4300
Fax: 303 434 6750
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
Aurora Loan Services Inc.
We have examined management's assertion, included in the accompanying report
titled Report of Management, that Aurora Loan Services Inc. (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 November 30, 1998. 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 year ended November 30, 1998, is fairly
stated, in all material respects.
ERNST & YOUNG LLP
February 12,1999
(logo)
ERNST& YOUNG LLP
Suite 1700
555 California Street
San Francisco, California 94104
Phone: 415 951 3000
Report of Independent Accountants
Mr. Andrew D. Woodward
President
BankAmerica Mortgage, a Division of Bank of America, FSB
We have examined management's assertion, included in the accompanying report
titled Report of Management, that Bank of America FSB (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, 1998. 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 year ended December 31, 1998, is fairly
stated, in all material respects.
Ernstt + Young LLP
January 29, 1999
Ernst &Young LLP is a member of Ernst &Young
International, Ltd.
(logo)
PriceWaterhouseCoopers
PricewaterhouseCoopers LLP
650 Third Avenue South
Park Building
Suite 1300
Minneapolis MN 55402-4333
Telephone (612) 596 6000
Facsimile (612) 373 7160
Report of Independent Accountants
March 8, 1999
To the Board of Directors and Stockholder of GMAC Mortgage Corporation:
We have examined management's assertion about GMAC Mortgage Corporation and its
subsidiaries' (the "Company") compliance with the minimum servicing standards
("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 (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
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 standards.
In our opinion, management's assertion that the Company complied with the
aforementioned standards as of and for the year ended December 31, 1998 is
fairly stated, in all material respects.
PriceWaterhouseCooper LLP
(LOGO)
700 Louisiana
Houston, TX 77002
Telephone 713 319 2000
Fax 713 319 2041
Independent Auditors' Report
The Board of Directors
Mellon Mortgage Company:
We have examined management's assertion about Mellon Mortgage Company's (the
Company) compliance with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's (MBA) Uniform Single Attestation
Program for Mortgage Bankers, as of and for the year ended December 31, 1998,
included in the accompanying Management Assertion (Residential Mortgage Loan
Servicing). 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 Mellon Mortgage Company has complied
in all material respects with the aforementioned minimum servicing standards,
except minimum servicing standard I.1. related to ensuring that all custodial
and clearing accounts are reconciled on a monthly basis and reconciling items
are cleared in a timely manner in the Denver Servicing center, as of and for the
year ended December 31, 1998, is fairly stated, in all material respects.
KPMG LLP
January 22, 1999
(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)
ERNST & YOUNG LLP
One Oxford Centre
Pittsburgh, Pennsylvania 15219
Phone: 412 644 7800
Report of Independent Accountants on Management's Assertion on Compliance with
the Minimum Servicing Standards Set Forth in the Uniform Single Attestation
Program for Mortgage Bankers
Audit Committee PNC Bank Corp.
We have examined management's assertion, included in the accompanying report
titled Report of Management on Compliance with the Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program for Mortgage Bankers that
PNC Mortgage Corp. of America (PNCMCA), an indirectly wholly owned subsidiary of
PNC Bank Corp., 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 PNCMCA's compliance with those requirements. Our responsibility
is to express an opinion on management's assertions about PNCMCA'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 PNCMCA'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
PNCMCA's compliance with specified requirements.
In our opinion, management's assertion, that PNCMCA complied with the
aforementioned requirements during the year ended December 31, 1998, is fairly
stated, in ail material respects.
Ernst & Young LLP
January 22, 1999
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
(LOGO)
PriceWaterhouseCoopers LLP
Report of Independent Accountants
PricewaterhouseCoopers LLP
650 Third Avenue South
Park Building
Suite 1300
Minneapolis MN 55402-4333
Telephone (612) 596 6000
Facsimile (612) 373 7160
March 22, 1999
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, 1998 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,
1998. 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, 1998 is fairly stated, in all material respects.
PriceWaterhouseCoopers LLP
(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) Deloitte & Touche
Deloitte & Touche LLP
700 Fifth Avenue, Suite 4500
Seattle, Washington 98104-5044
Telephone: (206) 292-1800
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, 1998, 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 31, 1998, is fairly stated, in all material respects.
Deloitte & Touche
February 26, 1999
Deloitte Touche
Tohmatsu
(LOGO)
Atlantic Mortgage
Atlantic Mortgage & Investment Corporation
7159 Corklan Drive
Jacksonville, Florida 32255
Telephone (904) 260-2642
Exhibit I
Management Assertion
As of and for the year ended December 31, 1998, 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 $25 million each.
Joseph L. McDaniels
President
J. Mark Kennedy
Chief Financial Officer
Ray Barbone
Vice President - Loan Administration
Danny Lawson
Controller
We treat you as if you are the only customer we serve.
(logo)
Bank of America
Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255
Tel 704.386.5000
Exhibit I
MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH THE USAP
MINIMUM SERVICING STANDARDS
March 12, 1999
As of and for the year ended December 31, 1998, except as specifically noted
below, NationsBanc Mortgage Corporation (the "Company"), a wholly-owned indirect
subsidiary of BankAmerica Corporation (the "Corporation"), 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, 1998, the Company's Louisville, Kentucky servicing operations
continued to experience significant changes as a result of the acquisition of
Boatmen's National Mortgage, Inc. ("Boatmen's") in 1997. As a result, certain
instances of noncompliance with the Standards occurred. Except as specifically
noted, the following instances of noncompliance have been remedied and
procedural enhancements continue to be implemented.
Standard: Custodial bank account and related bank clearing account
reconciliations shall be prepared within forty-five (45) calendar days after the
cutoff date and documented reconciling items shall be resolved from these
reconciliations within ninety (90) calendar days of their original
identification.
Certain reconciling items which arose during the year ended December 31, 1998,
primarily occurring in custodial accounts related to certain real estate
mortgage investment conduits acquired from Boatmen's (collectively, the
"REMIC's"), were not always cleared within 90 days of identification. Management
has taken appropriate measures and has continued to follow an action plan to
resolve all outstanding reconciling items which arose during the year ended
December 31, 1998. All significant reconciling items which arose from January 1,
1998 through December 31, 1998 have been isolated and reviewed by the Company,
and the Company believes these items will not have a material impact on the
status of any custodial accounts.
Standard: The servicing entity's investor reports shall agree with, or reconcile
to, investor's records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
For a selection of securitized loan portfolios, primarily the REMICs, the
Company's investor reports did not agree with the investor's records on a
monthly basis at one or more times during the year ended December 31, 1998.
Management has isolated these differences and acknowledges that some of the
differences were due to events and circumstances outside the Company's control.
Management has implemented an action plan and is continuing to resolve these
differences with the REMIC investors.
Management has taken definitive actions and implemented procedures and controls
to address and correct the instances of noncompliance which occurred during
1998.
As of and for the year ended December 31, 1998, NationsBanc Mortgage Corporation
was covered by the Corporation's fidelity bond insurance coverage and mortgage
servicing errors and omissions insurance coverage in the amounts of $249,900,000
and $250,000,000, respectively.
Andrew D. Woodward, Jr.
President
NationsBanc Mortgage Corporation
J. Mark Hanson
Vice President and
Servicing Director
NationsBanc Mortgage Corporation
Denise C. Sawyer
Executive Vice President and
Chief Financial Officer
NationsBanc Mortgage Corporation
H. Randall Chestnut
Senior Vice President and Servicing Director
NationsBanc Mortgage Corporation
Gary K. Bettin
Senior Vice President and
Director of Mortgage Operations
NationsBanc Mortgage Corporation
GMAC Mortgage Corporation
100 Witmer Road
RO. Box 963
Horsham PA 19044-0963
(logo)
Exhibit I
Management's Assertion Concerning Compliance with
USAP Minimum Servicing Standards
March 8, 1999
As of and for the year ended December 31, 1998, 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 fidelity bond and
errors and omissions policies in the amounts of $150,000,000 and $100,000,000
respectively.
Edward D Hughes
Senior Vice President of
Servicing Adminstration
Mellon Mortgage
1900 St. James Place
Suite 400
Houston. TX 770.50
January 22, 1999
MANAGEMENT ASSERTION
(RESIDENTIAL MORTGAGE LOAN SERVICING)
As of and for the year ended December 31, 1998, Mellon Mortgage Company has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's (MBA) Uniform Single
Attestation Program for Mortgage Bankers., except for minimum servicing standard
I.1. related to ensuring that all custodial and clearing accounts are reconciled
on a monthly basis and that reconciling items are cleared in a timely mannerr in
the Denver Servicing Center. As of and for this same period, Mellon Mortgage
Company had in effect a fidelity bond in the amount of $300,000,000 and errors
and omissions policy in the amount of $35,000,000 and did not receive a notice
from its insurer (Aetna) that the insurer has taken or intends to take action to
cancel, reduce, not renew, or restrictively modify the fidelity or mortgagee's
E&O policies for any reason.
Sincerely,
Paul Holmes
President & CEO
Michael I. Kula
Chief Operating Officer
Steven G. Froseth
Chief Financial Officer
(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
PNC Mortgage Corp. of America
75 North Fairway Drive
Vernon Hills IL 60061
847 549 6500 Tel
PNC MORTGAGE
(LOGO)
Report of Management on Compliance with the Minimum Servicing Standards Set
Forth in the Uniform Single Attestation Program for
Mortgage Bankers
We, as members of management of PNC Mortgage Corp. of America (PNCMCA), a wholly
owned subsidiary of PNC Bank Corp. (PNCBC), 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
PNCMCA's compliance with the minimum servicing standards as set forth in the
USAP as of December 31, 1998 and for the year then ended. Based on this
evaluation, we assert that during the year ended December 31, 1998, PNCMCA
complied, in all material respects, with the minimum servicing standards set
forth in the USAP.
As of and for this same period, PNCBC had in effect a fidelity bond in the
amount of $300,000,000 and an error and omissions policy in the amount
$45,000,000.
Saiyid Naqvi
President and CEO
George Wessel
Senior Vice President
January 22, 1999
GMAC RFC
(LOGO)
Worldwide Capital Partner
March 22, 1999
PricewaterhouseCoopers LLP
650 South Third Street
Suite 1300
Minneapolis, MN 55402
As of and for the year ended December 3 I, 1998, Residential Funding Corporation
("RFC") has complied in all material respects with our minimum servicing
standards set forth below for those loans serviced for others under master
servicing arrangements. Direct servicing functions are performed by various
subservicers.
Our minimum standards are:
I. CUSTODIAL BANK ACCOUNTS
A. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
1) Be mathematically accurate.
2) Be prepared within thirty (30) calendar days after the cutoff date.
3) Be reviewed and approved by someone other than the person who prepared the
reconciliation, and document explanation for reconciling items.
4) These reconciling items shall be resolved within ninety (90) calendar days of
their original identification.
B. Each custodial and escrow account as maintained by the master servicer and
subservicer shall be maintained in an eligible account in trust for the
applicable certificateholders as prescribed by applicable pooling and servicing
agreements.
C. Funds shall be advanced by the master servicer or the subservicer, as
required by applicable pooling and servicing agreements in accordance with the
amortization schedules of each mortgage loan, or for overdrafts in the
mortgagers escrow accounts. (LOGO) GMAC RFC Worldwide Capital Partner
PricewaterhouseCoopers LLP
March 22, 1999
Page 2
II.SUBSERVICER REMITTANCES
A. Remittances for mortgage payments and payoffs received from subservicers
shall be deposited into the applicable investor custodial bank account within
one business day of receipt.
B. Remittances from subservicers shall be reconciled to applicable mortgagor
records during the appropriate accounting cycle.
C. Reconciliations shall be performed monthly for each subservicer remittance.
These reconciliations shall:
1) Be mathematically accurate.
2) Be prepared within thirty (30) days after the cutoff date.
III. DISBURSEMENTS
A. Disbursements to investors shall be made in accordance with the applicable
pooling and servicing agreements and/or the prospectus indicating how cash flows
are to be allocated.
B. Amounts remitted to investors per our investor reports shall agree with the
custodial bank statements.
C. Only permitted withdrawals per the applicable pooling and servicing
agreements shall be made from the custodial accounts for certificateholders.
D. Disbursements of investor funds from custodial accounts via wire transfer
shall be made only by authorized personnel.
IV. INVESTOR ACCOUNTING AND REPORTING
Statements to the certificateholders shall be made with each monthly
distribution in accordance with applicable pooling and servicing agreements
detailing the applicable distribution activity and effect on the unpaid
principal balance of the mortgage loans.
V. MORTGAGOR LOAN ACCOUNTING
A. Uniform Single Attestation Program reports from external subservicers will be
obtained and reviewed to provide a basis in meeting our minimum servicing
standards.
B. Mortgage loan records shall agree with, or reconcile to, the mortgage loan
records maintained by the subservicer with respect to unpaid principal balance
on a monthly basis.
(LOGO)
GMAC RFC
PricewaterhouseCoopers LLP
March 22, 1999
Page 3
Worldwide Capital Partner
VI. DELINQUENCIES
Reports from subservicers identifying delinquent loans shall be received and
reviewed monthly. Reports shall be made with each distribution to
certificateholders as to the number and aggregate principal balances of
delinquent mortgage loans, based on the most recent reports furnished by the
subservicers.
VII. INSURANCE POLICIES
As of and for this same period, RFC had in effect a fidelity, bond in the amount
of S150,000,000, and an errors and omissions policy in the amount of $60,000,000
for the first eight months of 1998 which was increased to $l00,000,000 as of
September 1, 1998.
Bruce Paradis
Managing Director/President
Davee Olson
Managing Director/Chief Financial Officer
Linda Simmons
Managing Director
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, MN 55437
(612) 832-7000
(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
(LOGO) Washington Mutual
As of and for the 12 months ended December 31, 1998, Washington Mutual, 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 Program 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
amounts of $60 million and $25 million, respectively.
Steven Freimuth
Executive Vice President
Lending Administration
David Imig
Senior Vice President
Loan Servicing
February 26, 1999
s
(LOGO)
Atlantic Mortgage 7159 Corklan Drive, Jacksonville, Florida 32258
Atlantic Mortgage & Investment Corporation
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
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 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 an),
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
Assistant Vice President
Title
March 25. 1999
Date
We treat you as if you are the only customer we serve.
(LOGO)
AURORA LOAN INC
NATIONAL SERVICING CENTER
601 Fifth Avenue o P.O. Box 1706
Scottsbluff, NE 69363-1706
Fax: 308-630-6700
VIA AIRBORNE
March 23, 1999
Norwest Bank Minnesota, N.A.
Attn: Kimberly J. Wiggins
Contracts and Compliance
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:
1. 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 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.;
2. I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
3. 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;
4. 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;
5. 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.;
6. All Custodial Accounts have been reconciled and are properly funded; and
7. All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per section 6050J and 6050P of the Internal Revenue Code, respectively,
have been prepared and filed.
Certified/By:
Regina Lashley
Vice President
(LOGO)
BankAmerica
March 30, 1999
Real Estate Loan Service Center
Structured Asset Securities Corporation
C/O Norwest Bank of Minnesota N.A.
MSD SASCO98-1
11000 Broken Land Parkway
Columbia, MD 21044
Dear D. Woodus,
RE: Servicing Agreement Compliance and Annual Officer Certification
Investor Numbers: S61
PLEASE BE ADVISED THAT PURSUANT TO OUR SERVICING DEPARTMENT CONCURRENCE, THE
FOLLOWING AREAS HAVE BEEN CERTIFIED FOR THE CALENDAR YEAR OF 1998:
* All taxes, ground rents, and special assessments that may become a lien
upon the property and which became due in the last calendar year has been
paid. This also includes verifications of payment with taxing authorities
for non-impound accounts.
* All insurance premiums for flood or other casualty insurance; and FHA
premiums or Private Mortgage Insurance premiums on conventional loans have
been paid, and all policies as required are in full force.
* Inspections have been made monthly on all delinquent, foreclosed or
otherwise vacant properties, and any other property we have reason to
believe requires an inspection.
* Analysis has been made to ensure sufficient monies are being collected in
escrow for the current year.
* All information returns have been provided to the Internal Revenue Service
as required on activity relating to Mortgage's serviced during the last
calendar year.
* A "Year 2000" plan has been adopted to meet the business-wide risks posed
by the millennium date change.
* All interest and/or monthly payment adjustments for ARMS and GPM loans have
been made in accordance with the mortgage terms. Timely and proper notice of
such changes was provided to the mortgagors.
* Blanket Bond and Errors & Omission policies are in full force, a copy is
attached for your records. Please note the policies have been combine and
have one renewal date of September 2001.
Enclosed please find the uniform single audit letter prepared by our external
auditors Ernst & Young along with our corporate annual financial report.
ANNUAL OFFICER CERTIFICATION
To the best of my knowledge and upon reasonable investigation, the servicing of
the Mortgage Loans during the preceding year has been conducted in compliance
with all other provisions of the Servicing Agreement(s). Any exceptions to this
certification will be on an attachment along with explanations concerning their
completion. If no attachment is sent, it should be considered that there are no
exceptions.
BY:
Sheryl Franke, Vice President
BankAmerica Mortgage, A Division of Bank of America, FSB 10600 Valley View
Street Box 6012 Cypress, CA 90630-0012
(logo)
GMAC Mortgage
(logo)
CONSUMER LOAN SERVICING G R O U P
OFFICER'S CERTIFICATE
GMAC MORTGAGE CORPORATION
I, Mark Galambos, hereby certify that I am the duly elected Vice
President of GMAC Mortgage Corporation (the "Servicer"), a corporation organized
under the laws of the Commonwealth of Pennsylvania, that I have made such
reasonable investigation as I have deemed necessary to deliver this Certificate,
including discussions with responsible officers of the Servicer and further
certify to the best of my knowledge as follows:
1. A review of the activities of the Servicer during the calendar year
beginning January 1, 1998 and ending on December 31, 1998 (the "Calendar Year")
and of its performance under the servicing agreements, including the servicing
agreement dated as of December 1, 1997 (the "Servicing Agreement"), by and among
the Servicer, the Issuer, and the Indenture Trustee, has been made under my
supervision.
2. To the best of my knowledge, based on such review, the Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations in all material respects throughout the Calendar
Year.
Capitalized terms not defined herein have the meanings set forth in the
Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the
Servicer.
Dated: March 31, 1999
GMAC MORTGAGE CORPORATION
By:
Name: Mark Galambos
Title: Vice President
1301 OFFICE CENTER DRIVE SUITE 200 FORT WASHINGTON, PA 19034
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 reporting 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
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
ANNUAL SERVICING CERTIFICATION
PNC MORTGAGE CORP. OF AMERICA
75 NORTH FAIRWAY DRIVE
VERNON HILLS, ILLINOIS 60061
FISCAL YEAR ENDING: December 31, 1998
*Principal Officers:
Sy Naqvi President
George M. Wessel Senior Vice President
*Contacts:
Servicing Manager: George Wessel (502) 581-7177
Customer Services Manager: Chuck Hoeeker (847) 549-3131
Investor Services Manager: Barbara Campbell (847) 549-3107
Portfolio Management Manager: Ellen Peterson (847) 549-3353
*Custodial Depository:
PNC Bank, N.A.
2 PNC Plaza
620 Liberty Avenue
Pittsburgh, PA 15222
*Total Servicing Portfolio at Fiscal Year-End:
Number of Loans: 614,671
Unpaid Principal Balance: $56,603,071.21.
*Breakdown of Portfolio:
Investor Loans Outstanding Principal
(rounded)
FHLMC 188,784 $17,105,268,512
FNMA 157,301 $12,390,421,365
GNMA 89,025 $ 6,752,032,974
Privates 77,201 $ 6,013,477,915
Affiliates 89,313 $12,686,162,714
Portfolio 13,047 $ 1,655,707,731
Page 1 of 3
<PAGE>
*Individual Investor Delinquencies are reported to each investor on a monthly
basis or as requested.
*Fidelity Bond
Insurer: Federal Insurance Company and Other Insurers
Policy Number: 7022-95-53
Coverage Amount: $300,000,000
Deductible: $50,000
Expiration: 12/01/2000
(Original certificate is forwarded directly to you from our broker. Copy is
attached.)
*Errors & Omissions
Insurer: Lexington Ins. Co. & Federal Ins. Co. and Continental Casualty Co.
Policy Numbers: 853-56-04, 3530-52-12, 169635523 & 3532-22-25
Coverage Amount: $45,000,000
Deductible: $1,000
Expiration: 06/30/2000
(Original certificate is forwarded directly to you from our broker. Copy is
attached.)
*We hereby certify that, to the best of our knowledge, we are in compliance with
all terms, conditions and requirements of our Servicing Agreement, Commitment
Letters and any amendments thereto as well as government agencies, federal,
state and local law and specifically certify to the following:
All loans have hazard insurance policies (fire and extended coverage and flood
if required) in force and at sufficient amounts to protect the investor's
interest. Such policies satisfy FNMA/FHLMC requirements for financial stability
of insurer and all mortgagee clauses include "Its successors and/or its
assigns."
*If applicable, all FHA and private mortgage insurance premiums have been paid
and coverages are in full force and effect.
*Allreal estate taxes and lienable assessments have been paid in order to
protect the interest and first lien position of the investor.
Page 2 of 3
<PAGE>
*If an escrow account for taxes and/or insurance exists, the accounts are
analyzed on an annual basis so as to eliminate deficiencies or overages and
accounts are handled in accordance with RESPA requirements.
*All property inspections have been performed as required in order to satisfy
our servicing agreement, FHA/VA, FNMA and FHLMC requirements.
*We are in compliance with Internal Revenue Service tax information reporting
requirements including 1099INT, 1099A, 1099MISC, 1099C and 1098 Mortgage
Interest Statements. Such statements were delivered to customers by January 31,
1999 and reported to IRS by February 28, 1999.
*All accounts with missing social security numbers and all interest on escrow
accounts requiring W-9 certification were solicited during 1998.
*Interest on escrow accounts was properly accrued and credited in accordance
with individual state law.
*All Adjustable Rate Mortgages with scheduled rate changes were made in
accordance with the original note and satisfied applicable law and/or
regulations.
*We are in compliance with individual state licensing laws and requirements,
where required, for the states in which we do business.
*With respect to commercial loans, if any, we certify full compliance with UCC
filing requirements.
*We maintain a Business Continuation Plan in order to 'minimize financial loss
and to ensure timely resumption of operations in the event of a disaster as
required by federal regulation.
*Our auditors subscribe to the Mortgage Bankers Uniform Single Audit Program and
their certification letter is enclosed with our financial statements.
*Our audited financial statements are included with this certification.
We hereby agree to indemnify the investor for any loss occasioned by our failure
to provide written notice of any exception to this certification.
PNC Mortgage Corp. of America
Barbara A. Campbell, Vice President
Date: March 31, 1999
Enclosures:
Financial Statements
Independent Auditors Report
Mortgage Bankers Uniform Single Audit Certification
Attachment: Copy of Errors and Omissions Certificate and Fidelity Bond
Certificate
Page 3 of 3
(LOGO)
Washington Mutual
P.O. Box 1093
Northridge, CA 91328-1093
Officers Certificate
The undersigned Officer certifies the following for the 1998 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 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
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, government 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 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:
Officer
Vice President
Title
7/01/1999
Date
