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.: 333-45021-14
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-14 Trust
(Exact name of registrant as specified in its charter)
New York 52-2106319
(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
1998-14 Trust established pursuant to a Pooling and Servicing Agreement among
NORWEST ASSET SECURITIES CORPORATION (Seller) and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION (Master Servicer) and FIRST UNION NATIONAL BANK (Trustee),
pursuant to which the Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates Series 1998-14 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) COUNTRYWIDE FUNDING <F1>
c) FIRST NATIONWIDE MTG CORP <F1>
d) FT MTG COMPANIES <F1>
e) HUNTINGTON MTG CO <F1>
f) KNUTSON MTG CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) NORWEST MTG INC <F1>
i) PEOPLES BANK <F1>
j) 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) COUNTRYWIDE FUNDING <F1>
c) FIRST NATIONWIDE MTG CORP <F1>
d) FT MTG COMPANIES <F1>
e) HUNTINGTON MTG CO <F1>
f) KNUTSON MTG CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) NORWEST MTG INC <F1>
i) PEOPLES BANK <F1>
j) 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) COUNTRYWIDE FUNDING <F1>
c) FIRST NATIONWIDE MTG CORP <F1>
d) FT MTG COMPANIES <F1>
e) HUNTINGTON MTG CO <F1>
f) KNUTSON MTG CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) NORWEST MTG INC <F1>
i) PEOPLES BANK <F1>
j) SUN TRUST MTG INC <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 1, 1998, November 9, 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> 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 1998-14 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 17, 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) COUNTRYWIDE FUNDING <F1>
c) FIRST NATIONWIDE MTG CORP <F1>
d) FT MTG COMPANIES <F1>
e) HUNTINGTON MTG CO <F1>
f) KNUTSON MTG CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) NORWEST MTG INC <F1>
i) PEOPLES BANK <F1>
j) 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) COUNTRYWIDE FUNDING <F1>
c) FIRST NATIONWIDE MTG CORP <F1>
d) FT MTG COMPANIES <F1>
e) HUNTINGTON MTG CO <F1>
f) KNUTSON MTG CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) NORWEST MTG INC <F1>
i) PEOPLES BANK <F1>
j) 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) COUNTRYWIDE FUNDING <F1>
c) FIRST NATIONWIDE MTG CORP <F1>
d) FT MTG COMPANIES <F1>
e) HUNTINGTON MTG CO <F1>
f) KNUTSON MTG CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) NORWEST MTG INC <F1>
i) PEOPLES BANK <F1>
j) SUN TRUST MTG INC <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders. <F2>
<F1> Filed herewith.
<F2> 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
(LOGO)
Accountants and Management Consultants
The US Member Firm of
Grant Thornton International
REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENT'S
ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS SET FORTH IN THE
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
Board of Directors
Countrywide Credit Industries, Inc.
We have examined management's assertion about Countrywide Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide
Home Loans, Inc.) ("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 February 28, 1999 included in the accompanying management assertion.
Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that Countrywide Credit Industries, Inc.
and Subsidiaries (which includes wholly-owned subsidiary, Countrywide Home
Loans, Inc.) complied with the aforementioned minimum servicing standards as of
and for the year ended February 28, 1999 is fairly stated, in all material
respects.
Grant Thornton LLP
Los Angeles, California March 23, 1999
Suite 700
1000 Wilshire Blvd.
Los Angeles, CA 90017-2464
Tel: 213 627-1717
Fax: 213 624-6793
(logo)
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
(logo)
ARTHUR ANDERSEN LLP
(logo)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder of FT Mortgage Companies:
We have examined management's assertion about FT Mortgage Companies' (the
"Company") compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) and that the Company had in effect a fidelity bond
policy in the amount of $70,000,000 and an errors and omissions policy in the
amount of $50,000,000 as of and for the year ended December 31,1998, included in
the accompanying management assertion letter. Management is responsible for the
Company's compliance with those minimum servicing standards and for maintaining
a fidelity bond and errors and omissions policy. Our responsibility is to
express an opinion on management's assertion about the Company's compliance with
the minimum servicing standards and maintenance of a fidelity bond and errors
and omissions policy based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, except for the matters disclosed therein, management's assertion
that the Company complied with the aforementioned minimum servicing standards
and that the Company had in effect a fidelity bond policy in the amount of
$70,000,000 and an errors and omissions policy in the amount of $50,000,000 as
of and for the year ended December 31, 1998, is fairly stated, in all material
respects.
Arthur Andersen, LLP
Memphis, Tennessee, February 12, 1999.
(LOGO)
ERNST& YOUNG LLP
One Columbus
10 West Broad Street
Columbus, Ohio 43215-3400
Phone: 614 224 5678
Fax: 614 222 3939
Report of Independent Accountants
Board of Directors
The Huntington Mortgage Company
We have examined management's assertion, included in the accompanying report
titled Report of Management, that The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during
the year ended December 31, 1998. Management is responsible for HMC's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about HMC's compliance based on our examination.
Our examination was conducted in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about HMC's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on HMC's
compliance with specified requirements.
In our opinion, management's assertion that HMC complied with the aforementioned
requirements during the year ended December 31, 1998 is fairly stated, in all
material respects.
ERNST& YOUNG LLP
March 10, 1999
20
Ernst &Young LLP is a member of Ernst &Young
International, Ltd.
(LOGO)
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)
ERNST & YOUNG LLP
1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115-1405
Phone: 216 861 5000
Report on Management's Assertion on Compliance with Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program
for Mortgage Bankers
Report of Independent Accountants
Board of Directors
National City Mortgage Co.
We have examined management's assertion, included in the accompanying report
titled Report of Management, that National City Mortgage Co. (NCM) complied with
the minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during
the year ended December 31, 1998. Management is responsible for NCM's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertions about NCM's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about NCM's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on NCM's
compliance with specified requirements.
In our opinion, management's assertion, that NCM complied with the
aforementioned requirements during the year ended December 31, 1998, is fairly
stated, in all material respects.
Ernst &Young LLP
January 29, 1999
Ernst &Young LLP is a member of Ernst &Young International, Ltd.
(LOGO)
KPMG Peat Marwick LLP
2500 Ruan Center
RO. Box 772
Des Moines, IA 50303
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Norwest Mortgage, Inc.:
We have examined management's assertion about Norwest Mortgage Banking's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended December 31, 1998, included in the
accompanying management assertion. Management is responsible for Norwest
Mortgage Banking's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Norwest Mortgage Banking's compliance
with the minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on Norwest Mortgage Banking's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Norwest Mortgage Banking complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1998, is fairly stated, in al1 material respects.
KPMG Peat Marwick LLP
January 19, 1999
(LOGO)
KPMG
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 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)
Countrywide
4500 Park Granada
Calabasas, California 91302
(818) 225-30O0
March 23, 1999
Grant Thornton LLP
1000 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017
Gentlemen:
As of and for the year ended February 28, 1999, Countrywide Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide
Home Loans, Inc.) ("the Company") has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation for Mortgage Bankers. As of and for this
same period, the Company had in effect a fidelity bond and errors and omissions
policy in the amount of $30,000,000.
Carlos M. Garcia
Managing Director-Finance
Chief Financial Officer and Chief Accounting Officer
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
(logo)
FT Mortgage Companies
2974 LBJ FREEWAY DALLAS, TX 75234
ATLANTIC COAST MORTGAGE
CARL I. BROWN MORTGAGE
MNC MORTGAGE
HOMEBANC MORTGAGE
FIRST TENNESSEE MORTGAGE
SUNBELT NATIONAL MORTGAGE
972 484-5600
Arthur Andersen L.L.P.
100 Peabody Place, Suite 1100
Memphis, TN 38103-3625
Dear Sirs:
As of and for the year ended December 31, 1998, FT Mortgage Companies and its
wholly-owned subsidiary, First Tennessee Mortgage Services, Inc. (the "Company")
has complied in all material respects, except for the matters disclosed in
Exhibit I, with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and for this same period, the Company had in effect a fidelity
bond policy in the amount of $70,000,000 and an errors and omissions policy in
the amount of $50,000,000.
Gary B. Klinger
Chief Financial Officer
February 12, 1999
EXHIBIT I
Matter #1:
The Company is required to maintain a loan servicing file for each of the loans
it services. During an inventory of files in prior years, the Company noted
several missing files. The situation reported in the prior year still exists.
Management Corrective Action
The Company maintains collateral documentation files with the document
custodians. For the existing portfolio, internal loan servicing files will be
recreated as necessary. During 1998, the Company implemented imaging technology
which will substantially reduce loss of internal documents in the future.
Matter #2:
The Company is required to analyze escrow balances for all loans on an annual
basis. Testing in prior years revealed a group of loans on which an escrow
analysis had not been performed in the preceding 12 months. The situation
reported in the prior year still exists.
Management Corrective Action
Management controls this process through a weekly review of loans requiring
escrow analysis and feels the procedures provide proper control. In some cases,
loans may be excluded from analysis for a period of time. For example, analysis
is not conducted on loans 30 or more days delinquent. Once cured, RESPA permits
60 additional days for completion of analysis. In addition, a "stop" can be
placed on a loan pending resolution or a customer research inquiry.
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
(logo)
Report of Management
We, as members of management of The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, are responsible for
complying with the minimum servicing standards as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP). We are also responsible for establishing and maintaining
effective internal control over compliance with these standards. We have
performed an evaluation of HMC's compliance with the minimum servicing standards
as set forth in the USAP as of December 3l, 1998 and for the year then ended.
Based on this evaluation, we assert that during the year ended December 3l,
1998, HMC complied, in all material respects, with the minimum servicing
standards set forth in the USAP.
As of and for this same period, HMC had in effect a fidelity bond in the amount
of $40,000,000 and an errors and omissions policy in the amount of $10,000,000.
Thomas J. Finnegan III
President and Chief Executive Officer
Irving A. Adler
Senior Vice President
March 10, 1999
(logo)
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)
National City Mortgage Co.
3232 Newmark Drive
Miamisburg, Ohio 45342
Telephone (937) 436-3025
Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820
Management's Assertion on Compliance with
Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Report of Management
As a member of management of National City Mortgage Co. (NCM), I am 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). I am also responsible for establishing and maintaining effective
internal control over compliance with these standards. I have performed an
evaluation of NCM'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, I assert that during the year ended December 31, 1998, NCM complied,
in all material aspects, with the minimum servicing standards set forth in the
USAP.
As of and for this same period, NCM had in effect a fidelity bond policy in the
amount of $50 million and an errors and omissions policy in the amount of $40
million.
T. Jackson Case Jr. Sr. Vice President
January 29, 1999
No one Cares More!
(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
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
OFFICER'S CERTIFICATE
I, Jill Ballentine, hereby certify that I am the First Vice President, Loan
Administration of Countrywide Home Loans, Inc., fka, Countrywide Funding
Corporation, and further certifies the following for the fiscal year ended
February 28, 1999:
(A) That all premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable), with
respect to each Mortgaged Property, have been paid and that all such insurance
policies are in full force and effect;
(B) That all accrued and due real estate taxes, governmental assessments and any
other expenses, that is not paid could result in a lien or encumberance on any
Mortgaged Property, have been paid with respect to any Mortgaged Property, the
reason for non-payment has been reported to your designed representative;
(C) That the Officer signing this certificate has 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, a description
of each default or failure and the nature and status thereof has been reported
to your designated representative;
(D) That this Officer has confirmed that the Fidelity Bond, the Errors and
Omissions Insurance Policy and any other bonds required under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide are in full force and effect.
Jill Ballentine Date 5/20/99
Vice President
Loan Administration
(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
ANNUAL SERVICING CERTIFICATION
In connection with the loans serviced by FT Mortgage Companies during fiscal
year December 31, 1998, we confirm the following to be materially correct and
accurate to the best of our knowledge, information and belief:
1. Real estate taxes, special assessments and any charges that may become a lien
upon the property and which come due in the last calendar year have been paid.
This also includes the verification with taxing authorities for non-escrowed
mortgages.
2. FHA insurance premiums or private mortgage insurance premiums, if applicable,
have been paid and are in full force and effect.
3. Properties are adequately insured and your interest, as Mortgagee, is
properly provided for in the mortgage clause. This includes both flood and
hazard insurance.
4. For those loans being escrowed for the payment of taxes and insurance,
sufficient amounts are being collected monthly to provide for payment of future
items.
5. Property inspections have been completed according to the provisions of our
servicing agreement, if applicable.
6. All other provisions of the servicing agreement have been adhered to.
7. To the extent there exist any exceptions to the foregoing that are deemed to
be material in nature, such exception(s) will be recited in an Exhibit attached
hereto and accompanied by an explanation thereof. In the event no Exhibit is
attached hereto, it is to be presumed that no exceptions of a material nature to
the foregoing exist.
By:
(Signature)
Linda Williams
(Printed Name)
Vice President, Escrow Services
(Title)
March 31, 1999
(Date)
(logo)
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 12044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1998 fiscal year:
(A)
I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Norwest Bank
Minnesota, N.A.;
(B)
I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C)
I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D)
All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E)
All real estate taxes, governmental assessments and any other expenses accrued
and due, that if not paid could result in a lien or encumbrance on any Mortgaged
Property, have been paid, or if any such costs or expenses have not been paid
with respect to any Mortgaged Property, the reason for the non-payment has been
reported to Norwest Bank Minnesota, N.A.;
(F)
All Custodial Accounts have been reconciled and are properly funded; and
(G)
All annual reports of Foreclosure and Abandonment of Mortgage Property required
per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively,
have been prepared and filed.
Certified By:
Bradford C. Northcraft
Officer
Vice President
Title
(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
(LOGO)
National City Mortgage
National City Mortgage Co..
3232 Newmark Drive
Miamisburg Ohio 45342
Telephone (937) 910-1200
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
5/11/99
Date
No one Cares More !
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
(LOGO) Norwest Banks
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1998 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Norwest Bank
Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Norwest Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
Officer
VICE PRESIDENT-MANAGER OF SUN TRUST MORTGAGE INC.
JULY 27, 1999
Date
