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.: 333-45021-12
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-12 Trust
(Exact name of registrant as specified in its charter)
New York 52-2106316
(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
1998-12 Trust established pursuant to a Pooling and Servicing 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 1998-12 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) BANCOKLAHOMA MTG <F1>
b) CITICORP MTG INC <F1>
c) COLUMBIA NATIONAL INC <F1>
d) FARMERS STATE BANK & TRUST CO <F1>
e) FIRST NATIONWIDE MTG CORP <F1>
f) FIRST UNION MTG CORP <F1>
g) FT MTG COMPANIES <F1>
h) HOMESIDE LENDING INC (FL) <F1>
i) HUNTINGTON MTG CO <F1>
j) KNUTSON MTG CORP <F1>
k) MERRILL LYNCH CREDIT CORP <F1>
l) NORWEST MTG INC <F1>
m) PEOPLES BANK <F1>
n) STAR BANK NA <F1>
o) 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) BANCOKLAHOMA MTG <F1>
b) CITICORP MTG INC <F1>
c) COLUMBIA NATIONAL INC <F1>
d) FARMERS STATE BANK & TRUST CO <F1>
e) FIRST NATIONWIDE MTG CORP <F1>
f) FIRST UNION MTG CORP <F1>
g) FT MTG COMPANIES <F1>
h) HOMESIDE LENDING INC (FL) <F1>
i) HUNTINGTON MTG CO <F1>
j) KNUTSON MTG CORP <F1>
k) MERRILL LYNCH CREDIT CORP <F1>
l) NORWEST MTG INC <F1>
m) PEOPLES BANK <F1>
n) STAR BANK NA <F1>
o) 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) BANCOKLAHOMA MTG <F1>
b) CITICORP MTG INC <F1>
c) COLUMBIA NATIONAL INC <F1>
d) FARMERS STATE BANK & TRUST CO <F1>
e) FIRST NATIONWIDE MTG CORP <F1>
f) FIRST UNION MTG CORP <F1>
g) FT MTG COMPANIES <F1>
h) HOMESIDE LENDING INC (FL) <F1>
i) HUNTINGTON MTG CO <F1>
j) KNUTSON MTG CORP <F1>
k) MERRILL LYNCH CREDIT CORP <F1>
l) NORWEST MTG INC <F1>
m) PEOPLES BANK <F1>
n) STAR BANK NA <F2>
o) SUN TRUST MTG INC <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F3>
(b) On October 1, 1998, November 10, 1998, and
December 4, 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:
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-12 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 22, 1999
Exhibits
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) BANCOKLAHOMA MTG <F1>
b) CITICORP MTG INC <F1>
c) COLUMBIA NATIONAL INC <F1>
d) FARMERS STATE BANK & TRUST CO <F1>
e) FIRST NATIONWIDE MTG CORP <F1>
f) FIRST UNION MTG CORP <F1>
g) FT MTG COMPANIES <F1>
h) HOMESIDE LENDING INC (FL) <F1>
i) HUNTINGTON MTG CO <F1>
j) KNUTSON MTG CORP <F1>
k) MERRILL LYNCH CREDIT CORP <F1>
l) NORWEST MTG INC <F1>
m) PEOPLES BANK <F1>
n) STAR BANK NA <F1>
o) 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) BANCOKLAHOMA MTG <F1>
b) CITICORP MTG INC <F1>
c) COLUMBIA NATIONAL INC <F1>
d) FARMERS STATE BANK & TRUST CO <F1>
e) FIRST NATIONWIDE MTG CORP <F1>
f) FIRST UNION MTG CORP <F1>
g) FT MTG COMPANIES <F1>
h) HOMESIDE LENDING INC (FL) <F1>
i) HUNTINGTON MTG CO <F1>
j) KNUTSON MTG CORP <F1>
k) MERRILL LYNCH CREDIT CORP <F1>
l) NORWEST MTG INC <F1>
m) PEOPLES BANK <F1>
n) STAR BANK NA <F1>
o) 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) BANCOKLAHOMA MTG <F1>
b) CITICORP MTG INC <F1>
c) COLUMBIA NATIONAL INC <F1>
d) FARMERS STATE BANK & TRUST CO <F1>
e) FIRST NATIONWIDE MTG CORP <F1>
f) FIRST UNION MTG CORP <F1>
g) FT MTG COMPANIES <F1>
h) HOMESIDE LENDING INC (FL) <F1>
i) HUNTINGTON MTG CO <F1>
j) KNUTSON MTG CORP <F1>
k) MERRILL LYNCH CREDIT CORP <F1>
l) NORWEST MTG INC <F1>
m) PEOPLES BANK <F1>
n) STAR BANK NA <F2>
o) 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)
ERNST & YOUNG LLP
3900 One Williams Ctr. (74172)
P.O. Box 1529
Tulsa, Oklahoma 74101
Phone: 918 560 3600
Fax: 918 560 3691
Report of Independent Accountants on
Management's Assertion on Compliance with Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program for
Mortgage Bankers
The Board of Directors
BOK Financial Corporation and Subsidiaries
(including Bank of Oklahoma, N.A.)
We have examined management's assertion, included in the accompanying report
titled Report of Management on Compliance with Minimum Servicing Standards Set
Forth in the Uniform Single Attestation Program for Mortgage Bankers, that Bank
of Oklahoma's Mortgage Banking Division (the "Division") 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
Division's compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about the Division'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 Division'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
Division's compliance with specified requirements.
In our opinion, management's assertion that the Division complied with the
aforementioned requirements during the year ended December 31, 1998 is fairly
stated, in all material respects.
ERNST & YOUNG LLP
March 23, 1999
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KPMG
10 South Broadway Suite 900
St Louis, MO 63102-1761
Telephone 314 444 1400
Fax 314 444 1470
Independent Accountants' Report
The Board of Directors
Citicorp Mortgage, Inc.:
We have examined management's assertion about Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citigroup) and subsidiaries' (the Company)
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 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 Citicorp Mortgage, Inc. and
subsidiaries 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 LLP
March 2, 1999
(LOGO) ARTHUR ANDERSEN LLP
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors of
Columbia National, Inc.:
We have examined management's assertion about Columbia National, Inc.'s
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers and that Columbia National, Inc. had in effect a fidelity bond policy
and an errors and omissions policy in the amount of $10,000,000 and $9,500,000,
respectively, for the period January 1,1998 through December 30, 1998, and in
the amount of $11,000,000 and $11,000,000, respectively, as of December 31,1998,
included in the accompanying management's assertion. Management is responsible
for Columbia National, Inc.'s compliance with those minimum servicing standards
and for maintaining a fidelity bond and errors and omissions policy. Our
responsibility is to express an opinion on management's assertion based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Columbia National, Inc.'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 Columbia National, Inc.'s compliance with the minimum
servicing standards.
In our opinion, management's assertion that Columbia National, Inc. complied
with the aforementioned minimum servicing standards and that Columbia National,
Inc. had in effect a fidelity bond policy and an errors and omissions policy in
the amount of $10,000,000 and $9,500,000, respectively, for the period January
1,1998 through December 30, 1998, and in the amount of $11,000,000 and
$11,000,000, respectively, as of December 31, 1998 is fairly stated, in all
material respects.
Arthur Andersen LLP
Washington, D.C.. February 18,1999
(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
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KPMG
2001 M Street, N.W.
Washington, D.C. 20036
Independent Auditors' Report
The Board of Directors
First Nationwide Mortgage Corporation:
We have examined management's assertion about First Nationwide Mortgage
Corporation's (the Company's) 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 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 the Company 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 LLP
January 22,1999
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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
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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.
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KPMG Peat Marwick LLP
Suite 2700, Independent Square
One Independent Drive
RO. Box 190
Jacksonville, FL 32201-0190
Independent Auditors' Report
The Board of Directors
HomeSide Lending, Inc.:
We have examined management's assertion about HomeSide Lending, Inc. and
subsidiaries' (the Company's) compliance with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage-Bankers and that the Company had in effect a
fidelity bond and errors and omissions policy in the amount of $76 million and
$20 million, respectively, as of September 30, 1998 and for the period from
February 11, 1998 through September 30, 1998, included in the accompanying
management assertion letter. 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 HomeSide Lending, Inc. and
subsidiaries have complied in all material respects with the aforementioned
minimum servicing standards and that the Company had in effect a fidelity bond
and errors and omissions policy in the amount of $76 million and $20 million,
respectively, as of September 30, 1998 and for the period from February 11, 1998
through September 30, 1998 is fairly stated, in all material respects.
KPMG Peat Marwick LLP
December 11, 1998
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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.
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ERNST& YOUNG LLP
Suite 1400
700 Lavaca
Austin, Texas 78701
Phone: 512 478-9881
Fax: 512 473-3499
Report of Independent Accountants
Board of Directors
Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage
Corporation)
We have examined management's assertion, included in the accompanying report
titled Report of Management, that Temple-Inland Financial Services,, Inc. and
Subsidiaries (including Knutson Mortgage Corporation) (the "Company ) complied
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
during the 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.
Ernst & Young LLP
January 29, 1999
(LOGO)
Deloitte & Touche LLP
Suite 2801
One Independent Drive
Jacksonville, Florida
32202-5034
Telephone: (904) 665-1400
Facsimile: (904) 355-9104
INDEPENDENT ACCOUNTANTS' REPORT ON MANAGEMENT'S ASSERTION ABOUT COMPLIANCE WITH
UNIFORM SINGLE ATTESTATION PROGRAM REQUIREMENTS
Merrill Lynch Credit Corporation and subsidiaries:
We have examined management's assertion about Merrill Lynch Credit Corporation
and subsidiaries' (the "Company") compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP) as of and for the fiscal
year ended December 25, 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 Merrill Lynch Credit Corporation and
subsidiaries complied with the aforementioned minimum servicing standards as of
and for the fiscal year ended December 25, 1998 is fairly stated, in all
material respects.
Deloitte & Touche
February 22, 1999
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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
Stamford Square
3001 Summer Street
Stamford, CT 06905
Telephone 203 356 9800
Fax 203 967 3503
Independent Accountants' Report
The Board of Directors People's Bank:
We have examined management's assertion about compliance by People's Bank
("People's") with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers as of and for the year ended December 31, 1998, included in the
accompanying Management Report dated March 12, 1999. 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 People'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 People's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Bank complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
KPMG LLP
March 12, 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
BOk Mortgage
P.O. Box 35688
7060 South Yale
Tulsa, Oklahoma 74153
Report of Management on Compliance with Minimum Servicing Standards Set Forth
in the Uniform Single Attestation Program for Mortgage
Bankers
We, as members of management of the Mortgage Banking Division of the Bank of
Oklahoma (the "Division"), 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 the
Division'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, the Division
complied with the minimum servicing standards set forth in the USAP.
As of and for the same period, the Division had in effect a fidelity bond and
errors and omissions policy in the amount of $30,000,000.
March 23, 1999
David L. Laughlin
President
James S. Marshall, Jr.
Senior Vice President & CFO
(LOGO)
Citicorp Mortgage. Inc.
12855 N. Outer Forty Drive
MS 822
St. Louis, MO 63141
As of and for the year ended December 31, 1998, Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citigroup) and subsidiaries (the Company)
has complied, in all material respects, with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's Uniform Single
Attestation for Mortgage Bankers. As of and for this same period, the Company
had In effect fidelity bond and errors and omissions policies in the amount of
$375 million.
Very truly yours,
CITICORP MORTGAGE, INC.
By:
Keith McDonald, Director
Portfolio Management
By:
Jim B. Levites, Managing Director
(Default Management)
By:
David B. Lowman. President/Chief Operating Officer
By:
Carl Levinson, Chairman Chief Executive Officer
March 2, 1999
(LOGO) COLUMBIA NATIONAL
Incorporated
As of and for the year ended December 31, 1998, Columbia National, Inc. has
complied with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's. Uniform Single Attestation Program for Mortgage
Bankers. Columbia National, Inc. had in effect a fidelity bond policy and an
error and omissions policy in the amount of $10,000,000 and $9,500,000,
respectively, for the period January l, 1998 through December 30, 1998, and in
the amount of $11,000,000 and $11,000,00, respectively, as of December 31, 1998.
Mark C. Krebs
Senior Vice President and Controller
February 18, 1999
7142 Columbia Gateway Drive
Columbia, MD 21046-2132
(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
Management Assertion
As of and for the year ended December 31, 1998, First Nationwide Mortgage
Corporation (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 amount of $125 million and $120 million, respectively.
Signature
EVP of Servicing
Title
1/22/99
Date
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.
(logo)
HOMESIDE LENDING, INC
As of September 30, 1998 and for the period from February 11, 1998 to September
30, 1998, HomeSide Lending, Inc. has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
this same period, HomeSide Lending, Inc. had in effect a fidelity bond and
errors and omissions policy in the amount of $76 million and $20 million,
respectively.
William Glasgow, Jr.
Executive Vice President
December 11, 1998
Date
Post Office Box 44090, Jacksonville, FL 32231-4090 904-281.3000
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 3 l, 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)
KNUTSON
A WHOLLY OWNED SUBSIDIARY OF TEMPLE-INLAND MORTGAGE CORPORATION
Report of Management
We, as members of management of Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage Corporation) (the "Company") are
responsible for complying with the minimum servicing rights as set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (the "USAP"). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of the Company's compliance with the minimum
servicing standards 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, the Company complied, in all material respects, with the
minimum servicing standards set forth in the USAP.
As of December 31, 1998, the Company had in effect a fidelity bond and errors
and omissions policy in the amount of $27,000,000.
By:
Senior Vice President
Loan Administration
(LOGO)
Merrill Lynch Credit Corporation
Private Client Group
4802 Deer Lake Drive East
Jacksonville, Florida 32246-6484
904 218 6000
800 243 0058
February 22,1999
Deloitte & Touche LLP
2801 Independence Drive
Jacksonville, FL 32202
Ladies and Gentlemen:
As of and for the year ended December 25, 1998, Merrill Lynch Credit Corporation
and subsidiaries (the "Company") has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
the same period, the Company had in effect fidelity bond and errors and
omissions insurance coverage in the amounts of $325,000,000 and $15,000,000
respectively.
Michael A. Johnston
Chairman, President/Chief Executive Officer
Francis X. Ervin, Jr.
Senior Vice President/Chief Financial Officer
John M. Wheeler
Senior Vice President
(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) people's bank
People's Bank
Bridgeport Center, 850 Main Street
Bridgeport, Connecticut 06604-4913
203.338.7171
April 26, 1999
KPMG LLP
Stamford Square
3001 Summer Street
Stamford, CT 06905
Ladies and Gentlemen:
We are providing you this letter in connection with your examination of
management's assertions about compliance by People's Bank ("People's") 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, to the extent that such standards were
applicable to the revolving home equity lines of credit serviced by People's for
(i) PNC Bank, National Association and (ii) Crestar Bank. We recognize that
obtaining representations from us concerning the information contained in our
assertions is a significant procedure enabling you to express opinions thereon.
Accordingly, we make the following representations, which are true to the best
of our knowledge and belief in all material respects:
1. We are responsible for complying with the minimum servicing standards in the
USAP to the extent that such standards apply to the aforementioned revolving
home equity lines of credit.
2. We are responsible for establishing and maintaining effective internal
control over compliance with those minimum servicing standards.
3. We have performed an evaluation of People's compliance with those minimum
servicing standards.
4. As of and for the year ended December 31, 1998, People's has complied, in all
material respects, with those minimum servicing standards.
5. We have disclosed to you all known compliance with those minimum servicing
standards.
6. We have made available to you all documentation related to compliance with
those minimum servicing standards.
7. We have disclosed any communications from regulatory agencies, internal
auditors, and other practitioners concerning possible noncompliance with those
minimum servicing standards, including communications received between the end
of the period addressed in management's assertion and the date of the
independent accountants' report.
8. We have disclosed to you that People's status as an approved loan servicer
has not been suspended by any investor or regulatory agency within the past
twelve months.
9. We have disclosed to you any known noncompliance with the applicable minimum
servicing standards occurring subsequent to December 31, 1998.
Michael J. Cataldo
First Vice President, Operations
Joseph G. Cervini
Vice President, Loan Servicing
(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 materiall 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)
BOk Mortgage
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
Asst. Vice President
Title
3/30/99
Date
Citicorp Mortgage, Inc.
A subsidiary of Citicorp
Mail Station 313
P.O. Box 790013
St. Louis, Missouri
63179-0013
(LOGO)
March 31, 1999
Investor #6121 and 6123
Attn: Christine A Tincher
Norwest Bank
11000 Broken Land Parkway
Columbia, MD 21044-3562
OFFICER'S CERTIFICATE
RE: Annual Statement as to Compliance:
Pursuant to SASCOR Servicing Guide
Dear Ms. Tincher:
The activities of Citicorp Mortgage, Inc., performed under the above referenced
Servicing Guide during the preceding calendar year, have been conducted under my
supervision. Based upon a review of those activities and to the best of my
knowledge, Citicorp Mortgage, Inc. has fulfilled all of its obligations under
this Servicing Guide.
Citicorp Mortgage, Inc.
By:
Patsy M. Barker, Vice President
By:
Timothy Klingert, Assistant Vice President
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 6030P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
Officer
Title
Date
7142 COLUMBIA GATEWAY DRIVE
PO BOX 3050
COLUMBIA MD 21045-6050
410 872-2000
(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
(logo)
1st Nationwide Mortgage
Annual Certification for Fiscal Year Ending December 1998
Dear Investor:
First Nationwide Mortgage Corporation hereby certifies to the best of our
knowledge and belief, the following:
We paid (or received evidence of payment) all taxes and assessments,
and other reportable/lienable items which affect the subject
properties.
We paid (or received evidence of payment) for flood or other casualty
insurance in an amount and form sufficient to cover indebtedness.
We paid FHA or conventional mortgage insurance premiums for the
mortgages we service for you, as required.
All required IRS reporting has been completed in connection with
interest on escrow, interest paid by mortgagors in excess of $600.00
and information returns on foreclosure and abandoned properties for the
year.
We properly adjusted the interest rate on adjustable rate mortgages, as
required by the note and rider.
We completed all property inspections, as required by our Servicing
Agreement.
The required fidelity bond and errors and omissions coverages are in
force.
We properly applied all sums relating to principal, interest, taxes,
and insurance.
Funds received are placed in a separate trust account until disbursed.
Interest on escrow is paid as required under applicable laws,
regulations or contracts that require payment on the mortgagors' escrow
deposit accounts.
Sincerely,
Deborah S. Mace
First Vice President
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) HOMESIDE LENDING, INC.
October 16, 1998
Ms. Kimberly J. Wiggins
Contracts & Comp. Administrator
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Officer's Certificate
Fiscal Year Ending 9/30/98
Dear Ms. Wiggins:
As an officer of HomeSide Lending, Inc. (HomeSide), I certify to the best of my
knowledge to the following for the 1998 fiscal year:
1. I have reviewed the activities and performance of the servicing activities
of HomeSide during the preceding fiscal year under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Seller/Servicer Guide and to the best of my knowledge, HomeSide 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 HomeSide 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 HomeSide 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 as and when due.
6. All custodial accounts have been reconciled and are properly funded; and
7. 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.
Sincerely,
Terry Salazar
Vice President
lp
Post Office Box 44090, Jacksonville, FL 32231-4090 * 904-281-3000
(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
(logo)
KNUTSON MORTGAGE CORPORATION
A WHOLLY OWNED SUBSIDIARY OF TEMPLE-INLAND MORTGAGE CORPORATION
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
March 19, 1999
Date
3001 METRO DRIVE / SUITE 400 / MINNEAPOLIS, MINNESOTA 55425 (612) 204-2600
OFFICERS' CERTIFICATE
ANNUAL STATEMENT AS TO COMPLIANCE
Re:
Norwest Funding, Inc. ("Owner"),
Merrill Lynch Credit Corporation ("Company"),
Master Servicing Agreement dated as April 1, 1998 ("Agreement")
Pursuant to the above Agreement, the Company hereby states:
1. A review of the activities of the Company during the 1998
calendar year and of its performance under the Agreement has been made under the
supervision of each of the undersigned officers.
2. To the best of each such officer's knowledge, based on such
review, the Company has fulfilled all of its material obligations under the
Agreement in all material respects throughout such year.
Dated: March 26, 1999
Merrill Lynch Credit Corporation
By:
Linzy S. Banks, Vice President
John M. Wheeler, Senior Vice President
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
Joseph G. Cervini
Vice President
Mortgage Service
(LOGO)
people's bank
People's Bank
Bridgeport Center, 850 Main Street
Bridgeport, Connecticut 0660-4913
203.338.7471 800.525 1006
Fax 203.338.3619
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
VP
Title
6/22/99
Date
