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.: 333-17801-03
Norwest Integrated Structured Assets, Inc.
Mortgage Pass-Through Certificates
Series 1998-3 Trust
(Exact name of registrant as specified in its charter)
New York 52-2151954
(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 Integrated Structured Assets, Inc. Mortgage Pass-Through Certificates
Series 1998-3 Trust established pursuant to a Pooling and Servicing Agreement
among NORWEST INTEGRATED STRUCTURED ASSETS, INC. (Seller) and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (Master Servicer) and UNITED STATES TRUST
COMPANY OF NEW YORK (Trustee) and FIRST UNION NATIONAL BANK (Trust
Administrator) pursuant to which the Norwest Integrated Structured Assets, Inc.
Mortgage Pass-Through Certificates Series 1998-3 Trust registered under the
Securities Act of 1933 (the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.
a) BANK UNITED <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HOMESIDE LENDING INC (FL) <F1>
e) MERRILL LYNCH CREDIT CORP <F1>
f) NATIONAL CITY MTG CO <F1>
g) NORTH AMERICAN MTG <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) BANK UNITED <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HOMESIDE LENDING INC (FL) <F1>
e) MERRILL LYNCH CREDIT CORP <F1>
f) NATIONAL CITY MTG CO <F1>
g) NORTH AMERICAN MTG <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) BANK UNITED <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HOMESIDE LENDING INC (FL) <F1>
e) MERRILL LYNCH CREDIT CORP <F1>
f) NATIONAL CITY MTG CO <F1>
g) NORTH AMERICAN MTG <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) No reports on Form 8-K were 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 Integrated Structured Assets, Inc.
Mortgage Pass-Through Certificates
Series 1998-3 Trust
Signed: Norwest Bank Minnesota, N.A., as Master Servicer
By: Sherri J. Sharps, Vice president
By: /s/ Sherri J. Sharps, Vice president
Dated: December 15, 1999
Exhibits
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) BANK UNITED <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HOMESIDE LENDING INC (FL) <F1>
e) MERRILL LYNCH CREDIT CORP <F1>
f) NATIONAL CITY MTG CO <F1>
g) NORTH AMERICAN MTG <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1998.
a) BANK UNITED <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HOMESIDE LENDING INC (FL) <F1>
e) MERRILL LYNCH CREDIT CORP <F1>
f) NATIONAL CITY MTG CO <F1>
g) NORTH AMERICAN MTG <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1998.
a) BANK UNITED <F1>
b) FIRST UNION MTG CORP <F1>
c) FT MTG COMPANIES <F1>
d) HOMESIDE LENDING INC (FL) <F1>
e) MERRILL LYNCH CREDIT CORP <F1>
f) NATIONAL CITY MTG CO <F1>
g) NORTH AMERICAN MTG <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders. <F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas 77002-4196
Telephone (713) 756-2000
Facsimile: (713) 756-2001
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Bank United:
We have examined management's assertion about Bank United and its subsidiaries'
(the "Bank") 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 period ended September 30, 1998
included in the accompanying management assertion. Management is responsible for
the Bank's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Bank's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Bank's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Bank complied with the
aforementioned minimum servicing standards as of and for the period ended
September 30, 1998 is fairly stated, in all material respects.
Deloitte & Touche LLP
October 21, 1998
(LOGO)
-2-
(logo)
KPMG
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountants' Report
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage Corporation's
(a wholly-owned subsidiary of First Union Corporation) compliance with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of
and for the year ended December 31, 1998 included in the accompanying management
assertion. Management is responsible for First Union Mortgage Corporation's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about First Union Mortgage
Corporation's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about First Union Mortgage Corporation's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on First Union Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Union Mortgage Corporation
complied in all material respects with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1998 is fairly stated, in
all material respects.
KPMG
March 26, 1999
(logo)
ARTHUR ANDERSEN LLP
(logo)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder of FT Mortgage Companies:
We have examined management's assertion about FT Mortgage Companies' (the
"Company") compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) and that the Company had in effect a fidelity bond
policy in the amount of $70,000,000 and an errors and omissions policy in the
amount of $50,000,000 as of and for the year ended December 31,1998, included in
the accompanying management assertion letter. Management is responsible for the
Company's compliance with those minimum servicing standards and for maintaining
a fidelity bond and errors and omissions policy. Our responsibility is to
express an opinion on management's assertion about the Company's compliance with
the minimum servicing standards and maintenance of a fidelity bond and errors
and omissions policy based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, except for the matters disclosed therein, management's assertion
that the Company complied with the aforementioned minimum servicing standards
and that the Company had in effect a fidelity bond policy in the amount of
$70,000,000 and an errors and omissions policy in the amount of $50,000,000 as
of and for the year ended December 31, 1998, is fairly stated, in all material
respects.
Arthur Andersen, LLP
Memphis, Tennessee, February 12, 1999.
(logo)
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)
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)
KPMG
Financial Services
757 Third Avenue
New York, NY 10017
Independent Auditors' Report
The Board of Directors
North American Mortgage Company:
We have examined management's assertion about North American Mortgage Company's
(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 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
March 25, 1999
3200 Southwest Freeway
Houston, Texas 77027-7528
P.O. Box 1370
Houston, Texas 77251-t 370
Telephone 713/543-6500
(LOGO)
BANK UNITED
October 21, 1998
Deloitte & Touche LLP
333 Clay Street, Suite 2300
Houston, Texas 77002
As of and for the year ended September 30, 1998, Bank United and its
subsidiaries (the "Bank) have complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers. As of and for this same
period, the Bank had in effect a fidelity bond in the amount of $40,000,000 and
an errors and omissions policy in the amount of $25,000,000.
Anthony J. Nocella
Vice Chairman and
Chief Financial Officer
Jonathan K. Heffron
Chief Operating Officer and
General Counsel
First Union Mortgage Corporation
201 South College Street
Charlotte North Carolina 28288
704 374-6787
(logo)
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1998, First Union Mortgage Corporation
has complied in all material respects with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers. First Union Mortgage Corporation had
in effect a fidelity bond policy in the amount of $100 million for the period
from January I, 1998 to May 31, 1998 and a fidelity bond policy in the amount of
$200 million for the period from June 1, 1998 to December 31, 1998. As of and
for the year ended December 31, 1998, First Union Mortgage Corporation had in
effect an errors and omissions policy in the amount of $20 million.
Karin Patrick, Senior Vice President
March 26, 1999 Date
Debbie Craig, Senior Vice President
March 26, 1999 Date
Debbie Warren, President
March 26, 1999 Date
(logo)
FT Mortgage Companies
2974 LBJ FREEWAY DALLAS, TX 75234
ATLANTIC COAST MORTGAGE
CARL I. BROWN MORTGAGE
MNC MORTGAGE
HOMEBANC MORTGAGE
FIRST TENNESSEE MORTGAGE
SUNBELT NATIONAL MORTGAGE
972 484-5600
Arthur Andersen L.L.P.
100 Peabody Place, Suite 1100
Memphis, TN 38103-3625
Dear Sirs:
As of and for the year ended December 31, 1998, FT Mortgage Companies and its
wholly-owned subsidiary, First Tennessee Mortgage Services, Inc. (the "Company")
has complied in all material respects, except for the matters disclosed in
Exhibit I, with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and for this same period, the Company had in effect a fidelity
bond policy in the amount of $70,000,000 and an errors and omissions policy in
the amount of $50,000,000.
Gary B. Klinger
Chief Financial Officer
February 12, 1999
EXHIBIT I
Matter #1:
The Company is required to maintain a loan servicing file for each of the loans
it services. During an inventory of files in prior years, the Company noted
several missing files. The situation reported in the prior year still exists.
Management Corrective Action
The Company maintains collateral documentation files with the document
custodians. For the existing portfolio, internal loan servicing files will be
recreated as necessary. During 1998, the Company implemented imaging technology
which will substantially reduce loss of internal documents in the future.
Matter #2:
The Company is required to analyze escrow balances for all loans on an annual
basis. Testing in prior years revealed a group of loans on which an escrow
analysis had not been performed in the preceding 12 months. The situation
reported in the prior year still exists.
Management Corrective Action
Management controls this process through a weekly review of loans requiring
escrow analysis and feels the procedures provide proper control. In some cases,
loans may be excluded from analysis for a period of time. For example, analysis
is not conducted on loans 30 or more days delinquent. Once cured, RESPA permits
60 additional days for completion of analysis. In addition, a "stop" can be
placed on a loan pending resolution or a customer research inquiry.
(logo)
HOMESIDE LENDING, INC
As of September 30, 1998 and for the period from February 11, 1998 to September
30, 1998, HomeSide Lending, Inc. has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
this same period, HomeSide Lending, Inc. had in effect a fidelity bond and
errors and omissions policy in the amount of $76 million and $20 million,
respectively.
William Glasgow, Jr.
Executive Vice President
December 11, 1998
Date
Post Office Box 44090, Jacksonville, FL 32231-4090 904-281.3000
(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!
5100 West Lemon Street
Suite 109
Tampa, FL 33609
(LOGO)
NORTH AMERICAN
MORTGAGE COMPANY'
A DIME COMPANY
Management Assertion
As of and for the year ended December 31, 1998, North American Mortgage Company
(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
following amounts as of and for the year ended December 31, 1998:
Fidelity Bond
$ 47,050,000 from January 1, 1998 to March 1, 1998 $100,000,000 from March 2,
1998 to December 31, 1998
Errors and Omissions
$ 23,525,000 from January 1, 1998 to October 15. 1998
$ 20,000,000 from October 16, 1998 to December 31, 1998
Raymond G. Romano
SVP/Director of Residential Credit
Title
3-25-99
Date
3200 Southwest Freeway, Houston, Texas
P.O. Box 2824, Houston, Texas 77252
713/543-8675, 800/288-3223
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
(LOGO) BANK UNITED
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:
Tyrone W. Crawley
Vice President
Title
6/30/99
Date
First Union Mortgage Corporation
NC4755
Operational & Regulatory Risk Division
P. O. Box 900001
Raleigh, North Carolina 27675-9001
1100 Corporate Center Drive
Raleigh, North Carolina 27607-5066
(logo)
Norwest Bank Minnesota N.A.
`Investor Numbers A07
First Union CRA Mortgage Loan Trust 1997-1
CERTIFICATION OF COMPLIANCE
The undersigned, an officer of First Union Mortgage Corporation ("FUMC") hereby
certifies as follows:
A review of the activities of FUMC during the preceding year with respect to
performance under this Agreement has been made under such Officer's supervision;
and
(1)
To the best of such Officer's knowledge the servicing has been conducted in
compliance with the Agreement(s) except for immaterial exceptions or other
exceptions set forth in such statement; and
(2)
To the best of such Officer's knowledge based on such review, there is no
default by FUMC in the fulfillment of any of its obligations under this
Agreement, or if there is any such default known to such Officer, specifying
each such default and the nature and status thereof.
In witness whereof the undersigned has executed this Certificate of Compliance
this 12th day of May, 1999.
FIRST UNION MORTGAGE CORPORATION
By:
Joseph F. DeDominicis
Vice President
EVENTS OF DEFAULT (if any)
ANNUAL SERVICING CERTIFICATION
In connection with the loans serviced by FT Mortgage Companies during fiscal
year December 31, 1998, we confirm the following to be materially correct and
accurate to the best of our knowledge, information and belief:
1. Real estate taxes, special assessments and any charges that may become a lien
upon the property and which come due in the last calendar year have been paid.
This also includes the verification with taxing authorities for non-escrowed
mortgages.
2. FHA insurance premiums or private mortgage insurance premiums, if applicable,
have been paid and are in full force and effect.
3. Properties are adequately insured and your interest, as Mortgagee, is
properly provided for in the mortgage clause. This includes both flood and
hazard insurance.
4. For those loans being escrowed for the payment of taxes and insurance,
sufficient amounts are being collected monthly to provide for payment of future
items.
5. Property inspections have been completed according to the provisions of our
servicing agreement, if applicable.
6. All other provisions of the servicing agreement have been adhered to.
7. To the extent there exist any exceptions to the foregoing that are deemed to
be material in nature, such exception(s) will be recited in an Exhibit attached
hereto and accompanied by an explanation thereof. In the event no Exhibit is
attached hereto, it is to be presumed that no exceptions of a material nature to
the foregoing exist.
By:
(Signature)
Linda Williams
(Printed Name)
Vice President, Escrow Services
(Title)
March 31, 1999
(Date)
(LOGO) HOMESIDE LENDING, INC.
October 16, 1998
Ms. Kimberly J. Wiggins
Contracts & Comp. Administrator
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Officer's Certificate
Fiscal Year Ending 9/30/98
Dear Ms. Wiggins:
As an officer of HomeSide Lending, Inc. (HomeSide), I certify to the best of my
knowledge to the following for the 1998 fiscal year:
1. I have reviewed the activities and performance of the servicing activities
of HomeSide during the preceding fiscal year under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Seller/Servicer Guide and to the best of my knowledge, HomeSide has
fulfilled all of its duties, responsibilities or obligations under these
agreements throughout such year, or if there has been a default or failure
of HomeSide to perform any of such duties, responsibilities or obligations,
a description of each default or failure and the nature and status thereof
has been reported to Norwest Bank Minnesota, N.A.;
2. I have confirmed that HomeSide is currently an approved FNMA or FHLMC
servicer in good standing;
3. I have confirmed that the fidelity bond, the errors and omissions insurance
policy and any other bonds required under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide are in full force and effect;
4. All premiums for each hazard insurance policy, flood insurance policy (if
applicable) and primary mortgage insurance policy (if applicable), with
respect to each mortgaged property, have been paid and that all such
insurance policies are in full force and effect;
5. All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on
any mortgaged property, have been paid as and when due.
6. All custodial accounts have been reconciled and are properly funded; and
7. All annual reports of Foreclosure and Abandonment of Mortgage Property
required per Section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Sincerely,
Terry Salazar
Vice President
lp
Post Office Box 44090, Jacksonville, FL 32231-4090 * 904-281-3000
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
No one Cares More !
North American Mortgage Company
Officer's Certificate - Annual Statement as to Compliance For the Fiscal Year
Ended December 31, 1998
This serves as North American's Officer's Certificate / Annual Statement as to
Compliance for the servicing of loans under Participation/Purchase/Seller
Servicing and/or Sub-Servicer Agreements with your concern.
1.)A review of the activities during the proceeding fiscal year and of the
performance with requirements of the Agreement has been made under the Officer's
Supervision.
2.)To the best of the Officer's knowledge, based on the review, North American
has fulfilled all its obligations under the Agreement throughout the fiscal
year.
3.)Real estate taxes have been paid as required by the terms of the mortgage.
4.)Mortgage insurance premiums due under the contract of insurance with FHA or
PMI carriers have been paid as required.
5.)Insurance is being maintained, is fully paid, and complies with the
Agreement. Adequate hazard insurance is in force on all loans as required under
the Agreement. Flood insurance coverage, if required, is in force. If escrowed,
insurance/PMI premiums and taxes/assessment monies have been analyzed, in
accordance with RESPA, to ensure sufficient funds are being collected in escrow
for the current year.
6.)Property inspections have been performed as stated in the Agreement, unless
otherwise amended.
7.)Appropriate IRS notices were performed in accordance with IRS Regulations.
8.)Disbursements from Trust Account funds were made for proper purposes, and all
payments required to be made by the Agreement have been made.
9.)Proper fidelity coverage and errors and omissions insurance are in force as
required.
10.) Loans with variable rate features have been changed in accordance with the
terms of the note.
11.)North American is authorized by applicable law to service the mortgages, and
it has and will continue to satisfy all licensing, registration, and other
requirements of the Agreement.
There is, as of this date, no default in the fulfillment of any of its
obligations under the Agreement known to this Officer. As an Officer of North
American, individually, I certify to the best of my knowledge, that the
foregoing statements are true and correct.
Officer s Signature: Date: March 31, 1999
Officer's Title: Vice President
