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.: 333-45021-26
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-28 Trust
(Exact name of registrant as specified in its charter)
New York 52-2133257
(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
1998-28 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 1998-28 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) CITICORP MTG INC <F1>
b) FIRST UNION MTG CORP <F1>
c) HOMESIDE LENDING INC (FL) <F1>
d) HUNTINGTON MTG CO <F1>
e) MARINE MIDLAND BANK <F1>
f) MERRILL LYNCH CREDIT CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) STAR BANK NA <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) FIRST UNION MTG CORP <F1>
c) HOMESIDE LENDING INC (FL) <F1>
d) HUNTINGTON MTG CO <F1>
e) MARINE MIDLAND BANK <F1>
f) MERRILL LYNCH CREDIT CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) STAR BANK NA <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) FIRST UNION MTG CORP <F1>
c) HOMESIDE LENDING INC (FL) <F1>
d) HUNTINGTON MTG CO <F1>
e) MARINE MIDLAND BANK <F1>
f) MERRILL LYNCH CREDIT CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) STAR BANK NA <F2>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F3>
(b) On December 4, 1998, a report on Form 8-K was
filed by the Company in order to provide the
statements for the monthly distributions to
holders of the Certificates. No other reports on
Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> 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 1998-28 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) CITICORP MTG INC <F1>
b) FIRST UNION MTG CORP <F1>
c) HOMESIDE LENDING INC (FL) <F1>
d) HUNTINGTON MTG CO <F1>
e) MARINE MIDLAND BANK <F1>
f) MERRILL LYNCH CREDIT CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) STAR BANK NA <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) FIRST UNION MTG CORP <F1>
c) HOMESIDE LENDING INC (FL) <F1>
d) HUNTINGTON MTG CO <F1>
e) MARINE MIDLAND BANK <F1>
f) MERRILL LYNCH CREDIT CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) STAR BANK NA <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) FIRST UNION MTG CORP <F1>
c) HOMESIDE LENDING INC (FL) <F1>
d) HUNTINGTON MTG CO <F1>
e) MARINE MIDLAND BANK <F1>
f) MERRILL LYNCH CREDIT CORP <F1>
g) NATIONAL CITY MTG CO <F1>
h) STAR BANK NA <F2>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders. <F3>
<F1> Filed herewith.
<F2> Such document (i) is not filed herewith since such document
was not received by the reporting person at least three business
days prior to the due date covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.
<F3> Previously filed.
(LOGO)
KPMG
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)
KPMG
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountants' Report
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage Corporation's
(a wholly-owned subsidiary of First Union Corporation) compliance with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of
and for the year ended December 31, 1998 included in the accompanying management
assertion. Management is responsible for First Union Mortgage Corporation's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about First Union Mortgage
Corporation's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about First Union Mortgage Corporation's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on First Union Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Union Mortgage Corporation
complied in all material respects with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1998 is fairly stated, in
all material respects.
KPMG
March 26, 1999
(logo)
(logo)
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
(logo)
(LOGO)
ERNST& YOUNG LLP
One Columbus
10 West Broad Street
Columbus, Ohio 43215-3400
Phone: 614 224 5678
Fax: 614 222 3939
Report of Independent Accountants
Board of Directors
The Huntington Mortgage Company
We have examined management's assertion, included in the accompanying report
titled Report of Management, that The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during
the year ended December 31, 1998. Management is responsible for HMC's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about HMC's compliance based on our examination.
Our examination was conducted in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about HMC's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on HMC's
compliance with specified requirements.
In our opinion, management's assertion that HMC complied with the aforementioned
requirements during the year ended December 31, 1998 is fairly stated, in all
material respects.
ERNST& YOUNG LLP
March 10, 1999
20
Ernst &Young LLP is a member of Ernst &Young
International, Ltd.
(LOGO)
KPMG
12 Fountain Plaza, Suite 601 Buffalo, NY 14202
Independent Accountants' Report
The Board of Directors Marine Midland Bank:
We have examined management's assertion about Marine Midland Mortgage
Corporation's 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 3 l, 1998 included
in the accompanying management assertion. Management is responsible for Marine
Midland Mortgage Corporation'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 Marine Midland 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 Marine Midland Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that Marine Midland Mortgage Corporation
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
Buffalo, New York
March 12, 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
(LOGO)
(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) 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)
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
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)
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 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)
Marine Midland Mortgage Corporation
2929 Walden Avenue, Depew, New York 14043
Management's Assertion
As of and for the year ended December 31, 1998, Marine Midland Mortgage
Corporation has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Banker's Association of America's Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same period,
Marine Midland Mortgage Corporation had in effect fidelity bond and errors and
omissions policies in the amounts of $550,000,000 and $50,000,000, respectively.
David J. Hunter
President
Daniel B. Duggan
SVP, Secondary Marketing
Susan Wojnar
SVP Mortgage Servicing
(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)
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) Firstar
March 26, 1999
Arthur Andersen LLP
425 Walnut Street
Cincinnati, Ohio 45202
Dear Sirs:
As of and for the year ended December 31, 1998, Firstar Home Mortgage
Corporation has complied in all material respects with the minimum servicing
standards as set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers. For the periods January 1, 1998
to November 19, 1998 and November 20, 1998 to December 31, 1998, Firstar Home
Mortgage Corporation had in effect a fidelity bond and errors and omissions
policy in the amounts of $80,000,000 and $10,000,000 and $50,000,000 and
$25,000,000, respectively.
Dan Arrigoni, President
Rick Aneshansel, Executive Vice President
Mike Norris, Senior Vice President
809 South 60th Street, Suite 210
West Alla, Wisconsin 53214
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
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)
(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)
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)
Marine Midland Mortgage Corporation
2929 Walden Avenue, Depew, New York 14043
Norwest Bank Minnesota, N.A.
I 1000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:.
The undersigned Officer certifies the following for the 1998 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Norwest Bank
Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Norwest Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
Officer
Senior Vice President
Title
3/26/99 Date
Member HSBC Group
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
(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
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