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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
/ /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File No.: 33-72966
The Prudential Home Mortgage Securities Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 43-1490160
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
7470 New Technology Way
Frederick, Maryland 21703
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (301) 624-1700
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities 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__
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
NOT APPLICABLE
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked price of such stock, as of a specified date within
60 days prior to the date of filing. (See definition of affiliate in
Rule 405, 17 CFR 230.405.)
NOT APPLICABLE
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
NOT APPLICABLE
PART I
Item 1. Business.
Omitted pursuant to the no action letter to the registrant from
the Office of Chief Counsel of the Division of Corporation
Finance, Securities and Exchange Commission dated June 17, 1988
(the "No Action Letter") with respect to series of mortgage
pass-through certificates (collectively, the "Mortgage Pass-
Through Certificates"), each series being issued pursuant to a
Pooling and Servicing Agreement (collectively, the "Pooling and
Servicing Agreements") between the registrant, a servicer or master
servicer, a trustee and in some instances a certificate administrator.
Item 2. Properties.
In lieu of information required by Item 102 of Regulation S-K,
the annual statements as to the compliance by the master servicer
or servicer with respect to the servicing activities under the Pooling
and Servicing Agreements or related servicing agreements during
1996 (collectively, the "Annual Statements of Compliance") are
attached or will be provided hereto as Exhibit 99.2 and are
incorporated by reference herein.
Item 3. Legal Proceedings.
In January 1997, the registrant and others were served with
a complaint in a purported class action filed on November 18,
1996 in the Superior Court of New Jersey, Essex County Law
Division, The Capitol Life Insurance Co. v. The Prudential
Insurance Company of America et al., Esx-L-13045-96.
On March 26, 1997, the registrant and others filed a motion
to dismiss the complaint for failure to state a claim on which
relief can be granted. On June 2, 1997, an amended complaint
was filed, and American Investors Life Insurance Company
joined The Capitol Life Insurance Co. as a named plaintiff in the
action. As amended, the complaint asserts claims against the
registrant, and certain of their present and former affiliates
and certain former employees as well as Merrill Lynch & Co.,
Kidder Peabody & Co., Incorporated, Lehman Brothers Inc. and
Salomon Brothers Inc for common law fraud, negligent
misrepresentation, violations of the New Jersey RICO statute,
violations of the New Jersey securities statute and negligence
arising out of the plaintiffs' purchase of Prudential Home Thirty-
Year Mortgage Trust 1992-A, Subordinated Mortgage Securities,
Series 1992-A (the "Securities") and seeks compensatory and
punitive damages and injunctive relief. The complaint alleges
that the defendants misrepresented and concealed
material facts relating to the quality and likely performance
of the Securities, including among other things the selection of
assets underlying the Securities, financial models and projections
used, default and loss experience, sufficiency of credit support,
loan-to-value ratios, quality of underwriting standards, ability to
affect the existence, timing, amount and reporting of defaults and
losses, and payment terms. The registrant and affiliated
defendants are vigorously defending the lawsuit. The case is
at a preliminary stage, and the registrant is not now in a position
to predict the outcome or effect of the litigation.
The registrant knows of no other material pending legal
proceedings involving the trust estates created under the Pooling
and Servicing Agreements (the "Trusts"), the trustee, any master
servicer, certificate administrator, the servicers or the registrant with
respect to the Trusts other than routine litigation incidental to the
duties of the respective parties under the Pooling and Servicing
Agreements or related servicing agreements.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
This Amendment No.1 on Form 10-K/A amends Item 5 of the original
Annual Report on Form 10-K (the "Original Form 10-K") filed on March 31, 1997,
by The Prudential Home Mortgage Securities Company, Inc.
Item 5 of the Original Form 10-K is amended
to read in its entirety as follows:
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
(a) There is no established public trading market for the
Mortgage Pass-Through Certificates.
(b) As of December 31, 1996, the total number of holders of
the publicly-offered Mortgage Pass-Through Certificates for all
Mortgage Pass-ThroughCertificates sold during 1996 was as follows:
Series Number of Holders
1992-47, A-16 1
1992-50, A-7 3
1993-11, A-11 1
1994-21, A-9 2
1994-29, A-8 10
1992-13, A-10 1
1992-14, A-14 1
1992-18, A-11 1
1992-21, A-11 1
1992-22, A-18 1
1992-25, A-15 1
1992-26, A-18 1
1992-27, A-20 1
1992-28, A-10 1
1992-29, A-10 1
1992-33, A-14 1
1992-37, A-11 1
1992-38, A-9 1
1993-04, A-12 1
1993-09, A-18 1
1993-18, A-11 1
1996-1 14
1996-2 51
1996-3 17
1996-4 20
1996-5 49
1996-6 18
1996-7 24
1996-8 22
(c) Omitted pursuant to the No Action Letter.
Item 6. Selected Financial Data.
Omitted pursuant to the No Action Letter.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Omitted pursuant to the No Action Letter.
Item 8. Financial Statements and Supplementary Data.
In lieu of the information required by Item 8, the annual
reports prepared by independent public accountants
(collectively the "Annual Independent Accountants' Servicing
Reports") concerning master servicing or servicing activities
under the Pooling and Servicing Agreements or related servicing
agreements during 1996 and the Annual
Statements of Compliance are or will be provided as Exhibits 99.1 and
99.2, respectively, and are incorporated by reference herein.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not Applicable
PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No Action Letter.
Item 11. Executive Compensation.
Omitted pursuant to the No Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted pursuant to the No Action Letter.
Item 13. Certain Relationships and Related Transactions.
Omitted pursuant to the No Action Letter.
PART IV
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 31, 1997,
by The Prudential Home Mortgage Securities Company, Inc.
(the "Reporting Person"). 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
The following exhibits are or will be provided:
99.1 Annual Independent Accountants' Servicing Reports
concerning servicing activities under the Pooling and
Servicing Agreements or related servicing agreements
for the year ended December 31, 1996 of:
(1) GMAC Mortgage Corporation of PA<F2>
(2) FBS Mortgage Corporation<F1>
(3) Countrywide Home Loans<F2>
(4) The Huntington Mortgage Co. <F2>
(5) Matrix Financial Services<F2>
(6) NationsBank Mortgage Corp. <F2>
(7) Home Side Lending<F2>
(8) Columbia Equities, LTD<F2>
(9) Great Financial Mortgage<F2>
(10) National City Mortgage Company<F2>
(11) American Home Funding, Inc. <F2>
(12) SunTrust Mortgage Corporation<F2>
(13) International Savings & Loan of Hawaii<F1>
(14) First Union Mortgage Corporation<F2>
(15) Barnett Mortgage Company<F1>
(16) Bank of Hawaii<F2>
(17) Citicorp Mortgage, Inc. <F2>
(18) The Prudential Home Mortgage Company, Inc. <F2>
(19) Norwest Mortgage Inc. <F2>
99.2 Annual Statements of Compliance concerning servicing
activities under the Pooling and Servicing Agreements or
related servicing agreements for the year ended
December 31, 1996 of:
(1) GMAC Mortgage Corporation of PA<F2>
(2) FBS Mortgage Corporation<F1>
(3) Countrywide Home Loans<F2>
(4) The Huntington Mortgage Co. <F2>
(5) Matrix Financial Services<F2>
(6) NationsBank Mortgage Corp. <F2>
(7) Home Side Lending<F2>
(8) Columbia Equities, LTD<F2>
(9) Great Financial Mortgage<F2>
(10) National City Mortgage Company<F2>
(11) American Home Funding, Inc. <F2>
(12) SunTrust Mortgage Corporation<F2>
(13) International Savings & Loan of Hawaii<F1>
(14) First Union Mortgage Corporation<F2>
(15) Barnett Mortgage Company<F1>
(16) Bank of Hawaii<F2>
(17) Citicorp Mortgage, Inc. <F2>
(18) The Prudential Home Mortgage Company, Inc. <F2>
(19) Norwest Mortgage Inc. <F2>
(b) On March 11, 1996, report on Form 8-K was filed in
order to provide the Pooling and Servicing Agreement for
Mortgage Pass-Through Certificates of Series 1996-01.
On March 29, 1996, report on Form 8-K was filed in order
to provide Amendment No.3 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1994-29 Class A-8.
On April 16, 1996, reports on Form 8-K were filed in order
to provide the Pooling and Servicing Agreements for Mortgage
Pass-Through Certificates of Series 1996-02 and 1996-03.
On May 1, 1996, report on Form 8-K was filed in order
to provide Amendment No.1 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1994-21 Class A-9.
On May 2, 1996, reports on Form 8-K were filed in order to
to provide Amendments to the Servicing Agreements for
Mortgage Pass-Through Certificates of the following Series:
1992-13, A-10
1992-14, A-14
1992-18, A-11
1992-21, A-11
1992-22, A-18
1992-25, A-15
1992-26, A-18
1992-27, A-20
1992-28, A-10
1992-29, A-10
1992-33, A-14
1992-37, A-11
1993-09, A-18
On May 3, 1996, report on Form 8-K was filed in order
to provide Amendment No.3 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1992-47 Class A-16.
On May 3, 1996, report on Form 8-K was filed in order
to provide Amendment No.1 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1992-50 Class A-7.
On May 3, 1996, report on Form 8-K was filed in order
to provide Amendment No.1 to the Pooling and Servicing
Agreement for Mortgage Pass-Through Certificates of
Series 1993-11 Class A-11.
On May 4, 1996, report on Form 8-K was filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-04.
On May 4, 1996, report on Form 8-K was filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-05.
On July 3, 1996, report on Form 8-K was filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-06.
On July 11, 1996, reports on Form 8-K were filed in order
to provide the Pooling and Servicing Agreement for Mortgage
Pass-Through Certificates of Series 1996-07 and 1996-08.
(c) Omitted pursuant to the No Action Letter.
(d) Omitted pursuant to the No Action Letter.
<F1> Such document is not filed herewith since such document has
not been received by the Reporting Person. Such document will be
included in a further amendment to the Original Form 10-K to be
filed within 30 days of the Reporting Person's receipt of such document.
<F2> Filed herewith.
SIGNATURES
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:
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
By: /s/ RUSSELL B. MELLOTT
Name: Russell B. Mellott
Title: President, Chief Executive Officer and Director
Dated: June 13, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
By: /s/ RUSSELL B. MELLOTT
Name: Russell B. Mellott
Title: President, Chief Executive Officer & Director
Dated: June 13, 1997
By: /s/ GARY D. TRABKA
Name: Gary D. Trabka
Title: Director
Dated:, June 13, 1997
By: /s/ STEPHEN L. RAMBO
Name: Stephen L. Rambo
Title: Comptroller/Principal Accounting Officer
Dated:, June 13, 1997
By: /s/ WILLIAM E. SCHMID
Name: William E. Schmid
Title: Director
Dated:, June 13, 1997
By: /s/ DANIEL H. ROSEN
Name: Daniel H. Rosen
Title: Treasurer/Principal Financial Officer
Dated: June 13, 1997
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
(a)(1) No annual report is provided to the Certificate holders.
Monthly statements are provided with respect to aggregate
principal and interest distributions.
(a)(2) No proxy statement, form of proxy or other proxy
soliciting material has been sent to any Certificate holder with
respect to any annual or other meeting of Certificate holders.
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports
concerning servicing activities under the Pooling and Servicing
Agreements or related servicing agreements for the year ended
December 31, 1996 to be provided as received.
99.2 Annual Statements of Compliance under the Pooling and
Servicing Agreements or related servicing agreements
for the year ended December 31, 1996 to be provided as received.
<logo>Deloite & Touche LLP
Twenty-Fourth Floor Telephone: (215) 246~2300
1700 Market Street Facsimile: (215)569-2441
Philadelphia, Pennsylvania 19103-3984
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of GMAC Mortgage Corporation:
We have examined management's assertion about GMAC Mortgage
Corporation's (the "Company") compliance with the minimum
servicing standards identified in the Mortgage Bankers
Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP) as of and for the year ended
December 31, 1996 included in the accompanying management
assertion and appendix. Management is responsible for the
Company's compliance with those 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 text
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 as noted in the following paragraph
and in the appendix to management's assertion letter,
management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the
year ended December 31, 1996, is fairly stated in all
material respects
In two of thirty-two selections made for collections
testing, the Company did not satisfy its modification of the
USAP minimum servicing standard for contacting delinquent
mortgagors within the prescribed time frames.
/s/Deloitte & Touch LLP
February 28, 1997
<logo>Grant Thornton
Suite 700
1000 Wilshire Blvd.
Los Angeles, CA 90017
213-627-17173
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
wholly-owned subsidiary, Countrywide Home Loans, Inc.
formerly Countrywide Funding Corporation) ("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 29,1996 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 text
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
WhoIly-owned subsidiary, Countrywide Home Loans, Inc.
complied with the aforementioned minimum Servicing standards
as of and for the year ended February 29,1996 is fairly
stated, in all material respects.
/s/Grant Thornton, LLP
Los Angeles, California April 23,1996
<logo>Ernst & Young LLP
One Columbus
10 West Broad Street
Columbus, Ohio 43215-3400
Independent Auditors' Report
Board of Directors
The Huntington Mortgage Company
We have examined management's assertion 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 during
the year ended December 31, 1996, included in the
accompanying report titled Report of Management.
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 text 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, 1996 is fairly stated, in
all material respects.
/s/Ernst & Young LLP
March 7, 1997
(logo)Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<logo>Ernst & Young, LLP
Two Renaissance Square
Suite 900
40 North Central Avenue
Phoenix. Arizona 85
Independent Accountants' Report
Board of Directors
Matrix Financial Services Corporation
We have examined management's assertion that Matrix
Financial Services Corporation (Company) complied with
the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) during
the year ended December 31' 1996, included in the
accompanying report titled Report of Management.
Management is responsible for the Company's compliance
with those requirements. 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 text 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, 1996 is fairly stated, in all
material respects.
/s/Ernst & Young LLP
March 6,1997
<logo>Price Waterhouse LLP
NationsBank Corporate Center
Suite 5400
Charlotte, NC 28202
REPORT OF INDEPENDENT ACCOUNTANTS
January 29, 1997
To the Board of Directors and Shareholder of NationsBanc Mortgage Corporation
We have examined management's assertion about NationsBanc
Mortgage Corporation'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, 1996, 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 text
basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances.
We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the minimum
servicing standards.
In our opinion, management's assertion that the Company
complied with the aforementioned minimum servicing standards
as of and for the year ended December 31, 1996 is fairly
stated, in all material respects.
/s/Price Waterhouse, LLP
NationsBanc, Mortgage Corporation
<logo>Arthur Andersen LLP
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of HomeSide Lending, Inc.:
We have examined management's assertion about HOMESIDE
LENDING, INC. (a Florida corporation) AND SUBSIDIARIES'
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 fidelity bond and errors and
omissions policies in the amount of $76 million and $20
million, respectively, as of February 28, 1997 and for the
period from March 16, 1996 to February 28,1997, 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 text
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 complied with the
aforementioned minimum servicing standards and that the
Company had in effect fidelity bond and errors and omissions
policies in the amount of $76 million and $20 million,
respectively, as of February 28, 1997 and for the period
from March 16, 1996 to February 28, 1997 is fairly stated in
all material respects.
/s/Arthur Andersen LLP
Jacksonville, Florida April 18, 1997
<logo>Ernst & Young LLP
1211
Avenue of the Americas
New York, New York, 10036
212-773-4900
Report of Independent Accountants
To the Stockholder
Columbia Equities, Ltd.
We have examined management's assertion about Columbia
Equities Ltd. (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 May
31, 1996 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 text
basis. evidence about the Company's compliance with the
minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances.
We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the minimum
servicing standards.
In our opinion. management's assertion that the Company
complied with the aforementioned minimum servicing standards
as of and for the year ended May 31.1996 is fairly stated,
in all material respects
/s/Ernst & Young LLP
July 18, 1996
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<logo>Deloite & Touche LLP
Suite 2100
Telephone: (502)562-2000
220 West Main Street
Facsimile: (502) 562-2073
Louisville, Kentucky 40202-5313
INDEPENDENT ACCOUNTANTS' REPORT
To the Stockholder of Great Financial Bank, FSB Louisville, Kentucky
We have examined management's assertion about Great
Financial Bank, FSB'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, 1996
included in the accompanying management assertion report on
compliance with minimum servicing standards. Management is
responsible for Great Financial Bank, FSB'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 text
basis, evidence about Great Financial Bank, FSB'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 Great Financial Bank, FSB's
compliance with the minimum servicing standards.
In our opinion, management's assertion that Great Financial
Bank, FSB complied with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1996 is
fairly stated, in all material respects.
/s/Deloitte & Touche LLP
February 10, 1997
<logo> Ernst & Young LLP
1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio, 44115-1405
Phone: 216 861 5000
Report of Independent Accountant on Management's Assertion
on Compliance with Minimum Servicing Standards Set Forth in
the Uniform Single Attestation Program for Mortgage Bankers
Board of Directors
National City Mortgage Co.
We have examined management's assertion 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, 1996,
included in the accompanying report titled Report of
Management. Management is responsible for NCM's compliance
with those requirements. Our responsibility is to express an
opinion on management's assertion about the 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 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 NCM complied
with the aforementioned requirements during the year ended
December, 31.1996 is fairly stated, in all material respects
/s/Ernst & Young LLP
February 7 ,1997
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<logo> KPMG Peat Marwick LLP
1900
1021 East Cant Street
Richmond. VA 232194023
Independent Auditors' Report
The Board of Directors and Stockholder American Home Funding, Inc.:
We have examined management's assertion about American
Home Funding, Inc.'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 November 30, 1996 included in the accompanying
management assertion. Management is responsible for
American Home Funding, Inc.'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
text basis, evidence about American Home Funding Inc.'s
compliance with the minimum servicing standards and
performing such other procedures as we considered
necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination on
American Home Funding Inc.'s compliance with the minimum
servicing standards.
In our opinion, management's assertion that American Home
Funding, Inc. complied with the aforementioned minimum
servicing standards as of and for the year ended November
30, 1996 is fairly stated, in all material respects.
/s/KPMG Peat Marwick LLP
January 9, 1997
<logo>ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of 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 $15,000,000, respectively, as of and for
the year ended December 31, 1996, 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 text
basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances.
We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the minimum
servicing standards.
In our opinion, management's assertion that the Company
complied with the aforementioned minimum servicing standards
and that the Company had in effect a fidelity bond and
errors and omissions policy in the amounts of 100,000,000
and $15,000,000, respectively, as of and for the year ended
December 31, 1996 is fairly stated in all material respects.
/s/Arthur Andersen LLP
Atlanta, Georgia
January 31, 1997
<logo>KPMG Peat Marwick LLP
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountants' Report
The Board of Directors
First Union National Bank of North Carolina:
We have examined management's assertion about First Union
National Bank of North Carolina Master Servicing Division's
(the Company) compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage
Bankers (the USAP) as of and for the year ended December 31,
1996 included in the accompanying management assertion. In
as much as the Company does not service the loans underlying
the master servicing directly, our procedures relative to
minimum servicing standards
1.4., 11.1, 11.2., 11.3., 11.4., 111.2., 111.3., 111.4.,
111.6., V.1., V.2., V.3., V.4., and VI.1. of the USAP,
involved obtaining and reading the most recently available
reports from the primary servicers' independent auditors.
Our opinion as expressed herein, insofar as it relates to
such minimum servicing standards performed by such primary
servicers, is based solely upon the reports of the
respective independent auditors. 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 text
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, except for
noncompliance by the Company relating to custodial bank
account reconciliations and various noncompliance with
minimum servicing standards by certain of it's primary
servicers noted from reading other independent auditors'
reports, the Company complied with the aforementioned
minimum servicing standards as of and for the year ended
December 31, 1996, is fairly stated, in all material
respects.
/s/KPMG Peat Marwick LLP
April 28, 1997
<logo>Ernst & Young LLP
2400 Pauahi Tower
1001 Bishop Street
Honolulu, Hawaii 96813-3429
Independent Accountants' Report
Audit Committee Bank of Hawaii
We have examined management's assertion that Bank of
Hawaii (the 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, 1996, included in the accompanying report titled
Report of Management. Management is responsible for the
Bank's compliance with those requirements. 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
text basis. evidence about the Bank'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 Bank's compliance with specified
requirements.
In our opinion, management's assertion that the Bank
complied with the aforementioned requirements during the
year ended December 31, 1996 is fairly stated, in all
material respects.
/s/Ernst & Young LLP
February 15, 1997
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<logo> KPMG Peat Marwick LLP
1010 Market Street
Telephone 314 444 1400
Telefax 314 444 1470
St. Louis, MO 63101-2065
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
Citicorp) 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 as of and for the year ended
December 31, 1996 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 text
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 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 with the
aforementioned minimum servicing standards as of and for the
year ended December 31, 1996 is fairly stated, in all
material respects.
/s/KPMG Peat Marwick LLP
February 14, 1997
<logo>Price Waterhouse LLP
160 Federal Street
Boston, MA, 02110
617-439-4390
Report of Independent Accountants
June 4, 1997
To the Stockholder and Board of Directors
The Prudential Home Mortgage Company, Inc.
We have examined management's assertion about the compliance
of The Prudential Home Mortgage Company, Inc. (the
"Company") 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 January 1, 1996 through May 7, 1996
included in the accompanying management assertion (see
Exhibit I). Management is responsible for the Company's
compliance with the 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, except for the
instance of noncompliance described in management's
assertion, the Company complied with the aforementioned
minimum servicing standards as of and for the period January
1, 1996 through May 7, 1996 is fairly stated, in all
material respects.
The instance of noncompliance which occurred during the
period is more fully discussed in management's assertion
which is set forth in Exhibit I.
/s/Price Waterhouse LLP
Exhibit I
The Prudential Home Mortgage Company, Inc.
7470 New Technology Way
Frederick, MD 21703
301-624-1700
June 4, 1997
Management's Assertion
As of and for the period January 1, 1996 through May 7, 1996, except as
specifically noted below, The Prudential Home Mortgage Company, Inc.
("PHMC")has complied in all material respects with the minimum servicing
standards (the "Standard(s)") set forth in the Mortgage Bankers Association
of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS (USAP). During the period ended May 7, 1996,
one instance of noncompliance with the Standards occurred. The following
instance of noncompliance has been remedied and procedural enhancements
have been implemented.
Bank Accounts
Standard: Custodial bank account reconciliations shall be reviewed
and approved by other than the person who prepared the reconciliations.
The custodial bank accounts were reviewed by someone other than the person
who prepared the reconciliation. However, due to the automated nature of
the REMIC reconciliation process, no documented formal review and
approval of the custodial bank account reconciliations occurred during
the period. Management has initiated a formal review and approval process
of these reconciliations in accordance with the Standards.
Management believes it has taken definitive actions and implemented controls
and procedures to address and correct the instance of noncompliance which
occurred during the period.
As of and for the period ended May 7, 1996, the Company had in effect a
fidelity bond and errors and omissions policy in the amount of $100,000,000.
/s/Russell B. Mellott
Chief Executive Officer
/s/Carolyn Pumphrey
Vice President
/s/ Stephen L. Rambo
Director of Finance
<logo> KPMG Peat Marwick LLP
2500 Ruan Center
P0. 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, 996,
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 text
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, 1996, is fairly stated, in all material respects.
/s/KPMG Peat Marwick LLP
January 15, 1997
<logo>GMAC Mortgage
March 31, 1997
Norwest Bank Minnesota, N.A.
Andy Rosenfeld
Securities Administration Services
11000 Broken Land Parkway
Columbia, MD 21044-3562
Control3O87
ANNUAL STATEMENT OF COMPLIANCE
This is to certify' that a review of the activities of GMAC Mortgage Corporation
for the calendar year 1996 has been made and to the best of my knowledge, GMAC
Mortgage Corporation has fulfilled all its obligations under the terms of the
Servicing Agreement.
/s/Joanne Moore-Baird
Assistant Vice President
Contract Administration
As of and for the year ended December 31, 1996, except as
described in the attached appendix, GMAC 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 (USAP) for Mortgage Bankers. As of and for this
same period, GMAC Mortgage Corporation had in effect a
fidelity bond and errors and omissions policy in the amount
of $60,000,000.
/s/Edward D. Hughes
Senior Vice President
Servicing Administration
APPENDIX
Management's assertions are modified by the following items
which are derived from USAP to standards consistent with
Company policy, or were noted in the audit of management's
assertions by our independent certified public accountants.
The company completes the overwhelming majority (although
not all) of its reconciliations in accordance with USAP
procedure 1.1 (subpoint 2). During 1996, over 95% of all
reconciliations were completed within 45 days of the related
cutoff date.
The company modifies USAP procedure 1.1 (subpoint 4) to
be consistent with our practice of delaying reconciling item
resolution beyond ninety days of their original
identification, if certain prudent criteria are met. If a
reconciling item is being pursued with another party, and
has received the assigned manager's concurrence as a valid
outstanding item, it is not cleared from the reconciliation
until the amount is resolved with the applicable party.
GMAC Mortgage contacts delinquent customers at various
intervals during the month. Individual contact with all
delinquent customers may not fall strictly within the
timeframes published in investor guidelines, however,
required contacts are initiated by each month end and
continued as appropriate thereafter. The majority of
contacts and the overall process of initiating contact with
delinquent customers does generally meet stated investor
timeframes.
<logo>Countrywide
OFFICER'S CERTIFICATE
I, Joseph Candelario, hereby certify that I am the First vice President,
Loan Administration of Countrywide Home Loans, Inc., fka,
Countrywide Funding Corporation, and further certify with
respect to the Pooling and Servicing Agreements for Conventional
Residential Fixed Rate & Adjustable Rate Mortgage Loans (lnv. 977)
by and among Norwest Bank of Minnesota and
Countrywide Funding Corporation, as Servicer, as follows:
I have reviewed the activities and performance of the Servicer during
the fiscal year ended February 29,1996 under the Agreement and, to the
best of my knowledge, based on my review, the Servicer has fulfilled all
of its duties, responsibilities or obligations under the
Agreement through the fiscal year.
/s/Joseph Candelario Date 5/28/96
First Vice President
Loan Administration
Inv. 977
<logo> The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
Norwest Bank of Minnesota. N.A.
11000 Broken Land Columbia, MD 21044-3562
Attn: Tracey Waldman
Re: Officer's Certificate
Dear Master Servicer:
The undersigned officer certifies the following for the 1996 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 have been
a default or failure of the servicer to perform any such
duties. responsibilities or obligations. a description of
each default or failure and the nature and status thereof
have been reported to Norwest Bank of 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 60503 and 6050P of
the Internal Revenue Code have been prepared and filed.
Certified By
/s/Bradford C. Noutwift
VICE PRESIDENT
MAY 13, 1997
A subsidiary of The Huntington National Bank
<logo>Matrix Financial Services Corp
Norwest Bank Minnesota, NA.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The Undersigned Officer certifies the following for the 1996 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 and the nature
and status thereof lies been reported to Norwest Bank Minnesota, NA.;
B) I have confirmed that the Servicer is currently an
approved FNMA or FHLMC Servicer in good standing;
C) I have confirmed the Fidelity Bond, the Errors and
Omissions Insurance Policy and any other bonds required
under the terms of the Servicing Agreement, Pooling and
Servicing Agreement end/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, NA.;
F) All Custodial Accounts, have been reconciled and are properly funded; and
C) All annual reports of Foreclosure and Abandonment of
Mortgage property required per section 6050J and 6050P of
the Internal Revenue Code, respectively, have been prepared and filed.
Certified By:
/s/Carol Konab
Officer
Title
5/21/97
Date
201 W. Coolidge St,. Phoenix. AZ 85013-2710
(602)650-0838 ( fax(602)631-4377
<logo>Nations Bank
ANNUAL OFFICER CERTIFICATION
In accordance with the Servicing Agreement, I, the
undersigned, hereby certify as to each Mortgage Loan being
serviced by NationsBanc Mortgage Corporation, the following:
1. I am a duly authorized officer of NationsBanc Mortgage
Corporation and am empowered and authorized to issue this
Annual Certification.
2. All taxes, ground rents and assessments for the Mortgages covered
herein have been paid.
3. All insurance premiums for flood or other casualty
insurance; and FHA premiums or Private Mortgage premiums
on conventional loans have been paid, and such are in full force.
4. Interest is being paid on escrow in accordance to any
laws, regulations, or contracts that require payment of
interest on mortgagors' escrow deposit accounts.
5. Analysis has been made to ensure sufficient moneys are being
collected in escrow year.
6. All required interest rate and/or monthly payment
adjustments for ARM loans were made in accordance with the
mortgage terms and that timely and proper notice was
provided to the mortgagors.
7. All FHA Section 221 mortgages that have reached the
20th anniversary of their endorsement for mortgage
insurance to determine their status and that it has
assigned those mortgages that are eligible for assignment
under HUD's special assignment procedures, or we will take
steps to assure that they are assigned within the required
time frame.
8. We have reported all ninety day delinquencies,
completed foreclosures, accepted deed-in-lieu, and
reinstated mortgages to the major credit repositories in
accordance with our reporting requirements.
9. Property inspections have been made where appropriate.
10. We have complied with the Internal Revenue Service's
requirements for reporting the receipt of $600 or more of
interest payments (IRS 1098) from a mortgagor, for filing
statements for recipients of miscellaneous income (IRS
1099-Misc) to report payments of fees to attorneys for
handling liquidation proceedings. and for filing notices
of acquisition of abandonment of secured property (IRS
1099-A) to report the acquisition of property by
foreclosure or acceptance of a deed-in-lieu or by a
mortgagors abandonment of a property.
11. The Fidelity Bond and Errors and Omissions Coverage
has been reviewed, all required coverage is in existence
and none of our principal officers have been removed from coverage.
12.A viable contingency plan is in place to minimize
financial loss and disruptions of service to the
institution and its customers, as required by federal regulations.
I FURTHER CERTIFY:
A. To the best of my knowledge and upon reasonable
investigation, the servicing of the Mortgage Loans during
the year of 1996 has been conducted in compliance with the
Agreement except for such exceptions as I am setting forth below.
Exceptions (if any): None
B. A review of activities with respect to performance
under the Agreement has been made under my supervision and
to the best of my knowledge, based on such review, no
default exists as of 12/31/96 in the fulfillment of any
obligations under the Agreement other than the events of
default, if any, which I am listing below with the nature
and status thereof.
Events of Default (if any): None
NationsBanc Mortgage Corporation
/s/J. Mark Hanson
Servicing Director - Kentucky
Sr. Vice President
<logo>Homeside Lending, Inc.
March 27,1997
NORWEST BANK MINNESOTA, N.A.
5325 SPECTRUM DR
FREDERICK, MD 21701
RE: Annual Certifications
Dear Investor:
I am pleased to enclose for your records, a HomeSide
Management Contact List. The Errors and Omissions and
Fidelity Bond Certificates, as well as the audited
financial statements, will be sent under separate cover.
Also, please note that our fiscal year-end has changed
from December 31st to February 28th. We hereby certify that:
1. We hold as required fire, extended, and other types
of coverage customary in the locality where the property
is located and that such policies remain in full force
and effect on all mortgages serviced by us for you.
2. We will maintain Fidelity Bond coverage and Errors
& Omissions coverage against losses as a direct result of
failure on our part to properly service all policies held
by us in connection with such mortgages.
3. All outstanding property taxes, assessments and other
special charges which could encumber your interest and which
are reasonably ascertainable by HomeSide Lending, Inc. will be
promptly disbursed.
4. We comply with the Tax Reform Act of 1986, Section
605H, ("the Act") as amended of the Internal Revenue Code
and mail a letter annually to mortgagors for which our
records do not reflect a Tax Identification Number.
5. We report to each mortgagor by January 31 of each
year interest received by year-end and. if applicable,
the points paid directly by mortgagors on the purchase of
a principal residence using IRS Form 1098.
If there are any questions or concerns which you would
like to discuss regarding your portfolio, please contact
me at (210) 525-7510 or by fax at (210) 525-7511.
I would like to express our appreciation for your
continued support as one of our valued investors and to
thank you for the confidence you have placed in our team at HomeSide.
Sincerely,
/s/Joel Gendron
Vice President
Investor Accounting Manager
Enclosure
P0. Box 47524, San Antonio, Texas 78265-7524 210-525-7000
<logo>ColumbiaEquities, LTD
Mortgage Bankers
150 White Plains Road (914) 631-2222
Tarrytown NY 10591 Telefax (914) 631-7170
October 17, 1996
Norwest Bank Minnesota; N.A.
1000 Broken Land Parkway, 2nd Floor
Columbia, Maryland 21044-3562
Attn: Vice President Master Servicing Department
Dear Master Servicer:
The undersigned officer certifies the following for the 1995 fiscal year:
A) I have reviewed the activities and performances of the Servicer
during the preceding fiscal year under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Servicer Guide and to the best of my knowledge, the Servicer has
fulfilled all of its duties, responsibilities or obligations
under these Agreements throughout such year, or if there has been a
default or failure of the Servicer to perform any such duties,
responsibilities or obligations, a description of each default or failure
and the nature and status thereof has been reported to Norwest
Bank Minnesota, N.A.;
B) I have confirmed that the Servicer is
currently an approved FNMA or FHLMC Servicer in good standing;
C) I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds required under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
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 nonpayment
has been reported to Ryland Mortgage Company;
F) All Custodial Accounts have been reconciled and are properly funded; and
G) All annual reports of Foreclosure and Abandonment of Mortgaged
Property required per section 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified by
Officer
/s/Robert M. Pardes
President
Title
October 23. 1996
Date
<logo> GREATFINANCIAL
4801 Frederica Street
P 0. Box 20005
Owensboro, KY 42304-0005
502-685-7100
March 11,1997
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1996 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 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 hill 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 6050J and 6050P of the Internal Revenue
Code, respectively, have been prepared and filed.
Certified By:
/s/Lotus B Dilfer
Officer
Vice President
Title
March 11, 1997
Date
<logo> NATIONAL CITY MORTGAGE CO
3232 NEWMARK DRIVE
MIAMISBURG, OH 45342
SERVICER'S ANNUAL CERTIFICATION
January 1, 1996 through December 31, 1996
Dear Sir/Madam:
The undersigned hereby certifies with respect to each and
every mortgage serviced under the Servicing Agreement between Norwest
Bank as follows:
1. There are no outstanding unpaid installments of taxes,
special assessments, or insurance unless otherwise reported.
2. There has been no notice of cancellation received for any hazard
or other insurance incident to any mortgage, without the Servicer
obtaining proper coverage to protect the security interest in the property
of Norwest Bank.
3. Private mortgage insurance, as required, remains in full force
and effect.
4. All notices detrimental to Norwest Bank security interest have
been forwarded to Norwest Bank.
5. All ARM and GPM loan adjustments have been made in
accordance with the mortgage terms, with timely proper notice provided
to the mortgagors as required by the terms of the note and by regulatory
guidelines.
6. The needed internal controls are in place to insure that all index
changes, made either manually or by automation, reflect the
accurate index for that period.
7. All loan documents pertaining mortgage loans are held
by National City Bank of Kentucky, our document custodian.
8. All mortgage insurance premiums due under the contract
of insurance with the Federal Housing Administration or private mortgage
insurance companies have been paid.
9. All FHA 235/265 mortgage loans have been property recertified.
10. Fidelity Bond Coverage and Error's & Omissions Coverage is in
full force and effect.
11. A Form 1099 was filed with the Internal Revenue Service for all
interest paid to mortgagors over $10.00 on their escrow/impound accounts
(IRS Code 6049).
12. A Form 1099-A was filed with the Internal Revenue
Service for all Norwest Bank property foreclosure acquisitions and
abandonments (IRS Code 60500).
13. A Form 1099-C was filed with the Internal Revenue
Service for all Norwest Bank accounts that had forgiveness of debt.
14. A Form 1098 was filed with the Internal Revenue Service
for all Norwest Bank accounts for interest paid by the borrowers in
excess of $600.00
15. All requirements of Regulation Z have been met.
16. We are in compliance with the National Flood Insurance Act of
1994.
17. All property inspections have been completed as required.
18. Interest is paid on escrow/impound accounts in states that require it.
19. We have established policies, procedures and responsibilities
for comprehensive contingency planning, to minimize financial loss
and disruption of service to the institution and its customers and ensure
timely resumptions in the event of a disaster.
20. We acknowledge that the institution's contingency plan is reviewed
and approved annually by management.
By:
/s/Patricia A Maynard
Vice President
DATE: 3/7/97
<logo> American Home Funding
ANNUAL SERVICING CERTIFICATION
In connection with the loans serviced by American Home
Funding for your company, the undersigned hereby certifies the following:
All real estate taxes, special assessments and any charges that may
become a lien upon the property and which became due in the last
calendar year have been paid. This also includes verification of payment
with taxing authorities for non-impound accounts
All FHA insurance premiums or private mortgage insurance
premiums, if applicable have been paid and such coverage is in full force
and effect.
All properties are adequately insured against casualty loss and, if
applicable, flood loss.
Fidelity Bond coverage and Errors and Omissions coverage
is adequate and in place and the applicable premiums have been paid.
MI interest and/or monthly payment adjustments for ARM
and GPM loans have been made in accordance with the mortgage
terms. Timely and proper notice of such changes was provided to the
mortgagors.
All property inspections have been completed according to the provisions
of our Servicing Agreement, if applicable.
Funds received for loans serviced for your company are placed in a
segregated trust account.
The P&I custodial account and any clearing accounts are
maintained in a depository institution, the deposits of which are insured
by the Bank Insurance Fund. The depository institution meets or exceeds
the most recent financial rating requirements set forth by FNMA.
We have complied with all other provisions of the Servicing Agreement.
Servicer: American Home Funding
By:
/s/Janice P. Layne,
Vice-President
Date February 28, 1997
<logo> SUNTRUST
March 17, I 997
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia. Maryland 21044-3562
Attention. Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned officer certifies the following for the 1996 fiscal year:
(A) I have reviewed the activities and performance of the Servicer
during die 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) 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 is 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
landed. and
(G) All annual reports of Foreclosure and Abandonment of Mortgage
Property required per section 6050J and 6050P of the Internal Revenue
Code, respectively, have been prepared and filed.
/s/Rod Hartman
First Vice president
3/17/97
Date
Hartman\NORBEST
<logo> First Union National Bank of North Carolina
Master Servicing Division
301 South College Street, TW9
Charlotte. North Carolina 28288-0828
704 374-2487
Fax 704 383-0387
Toll Free 800 786-9819
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Sale and Servicing
Rights Agreement dated as of September 1, 1991 between
Diawa Finance Corp. (the "Company") and Fleet Real Estate
Funding Corp.(Fleet!) with respect to Coventional, FHA-
Insured and VA-Guaranteed Residential Mortgage Loans,
Group No. 1991-HZ-i (the Agreement!!) . Capitalized terms
used herein not otherwise defined shall have the meanings
assigned in the Agreement. First Union Mortgage Corporation
assumed the obligations of the Company by assignment from
Fleet pursuant to the Assignment and Assumption dated
December 1, 1994 by and between Fleet and First Union Mortgage
Corporation.
Pursuant to Section 6.04 of the Agreement, I, Anthony
J. Gagliardo, Vice President of First Union Mortgage
Corporation, do hereby certify that:
1. The Company has fully complied with the provisions
of Article IV of the Agreement during the period from
January 1, 1996 through December 31, 1996;
2. A review of the activities of the Company during
the period from January 1, 1996 through December 31,
1996 and of the Company's performance under the
Agreement during such period has been made under my supervision; and
3. To the best of my knowledge, based on such review, the
Company has fulfilled all its obligations under the
Agreement throughout the period from January 1, 1996
through December 31, 1996.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of the 1st day of April , 1997.
/s/Anthony J. Gagliardo Vice President
<logo> Bank of Hawaii
Norwest Bank Minnesota N A
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1996 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, NA.;
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, NA.;
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 6050J and 6050P of he
Internal Revenue Code, respectively, have been prepared and filed.
Certified By:
/s/GLEN H.W. CHONG
Officer
ASSISTANT VICE PRESIDENT
Title
MARCH 25, 1997
<logo> Citicorp Mortgage, Inc.
Mail Station 313
P.O. Box 790013
St. Louis. Missouri 63179-0013
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1996 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, NA.;
(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, NA.;
(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 6050J and 6050P of the Internal Revenue
Code, respectively, have been prepared and filed.
Certified By:
/s/Linda Reed
Assistant Secretary
Title
March 26, 1997
Date
THE PRUDENTIAL HOME MORTGAGE
COMPANY, INC. OFFICER'S ANNUAL COMPLIANCE CERTIFICATE
The undersigned Vice Presidents of The Prudential Home Mortgage
Company, Inc., servicer (the "Servicer") under servicing
agreements related to the Mortgage Pass-Through
Certificates of the Series listed on Attachment A hereto
(the "Agreements"), hereby certify that:
(i) a review of the activities of the
Servicer for calendar year 1996 and of
its performance under the Agreements for
such period has been made under the
undersigned's supervision, and
(ii) to the best of the undersigned's
knowledge, based on such review, the
Servicer has fulfilled all its obligations
under the Agreements throughout such period.
Capitalized terms not defined herein shall have the meaning given
to them in the Agreement.
Date: March 31,1997
By: /s/CAROLYN PUMPHREY
Name: Carolyn Pumphrey
Title: Vice President
By: /s/DANIEL ROSEN
Name: Daniel Rosen
Title: Vice President
<logo> NORWEST MORTGAGE, INC.
405 S.W. 5th Street
Des Moines, IA 50328
Norwest Bank Minnesota, N.A.
1000 Broken Land Parkway Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1996 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 6050J and 6050P of
the Internal Revenue Code, respectively, have been prepared and filed.
Certified:
/s/John B. Brown
Officer
Title
3/18/97
Date
