-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqUYrGb+dJwPG7yzq6TALHfF7qH+XS0Kt2/CUTvgcKbjXskf0DqSEoqj865Di4dE RPklUhugGKNrcQqGycLncg== 0001034225-97-000274.txt : 19971003 0001034225-97-000274.hdr.sgml : 19971003 ACCESSION NUMBER: 0001034225-97-000274 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 24 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19971002 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRUCTURED ASSET SECURITIES CORP SERIES 1995-2 CENTRAL INDEX KEY: 0001006208 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 521949524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 033-48771-04 FILM NUMBER: 97689728 BUSINESS ADDRESS: STREET 1: C/O NORWEST BANK MINNESOTA TAX DEPT STREET 2: 11000 BROKEN LAND PKWY CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 4108842076 MAIL ADDRESS: STREET 1: C/O NORWEST BANK MINNESOTA TAX DEPT STREET 2: 11000 BROKEN LAND PKWY CITY: COLUMBIA STATE: MD ZIP: 21044 10-K/A 1 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, 1995 | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 033-48771-04 Structured Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1995-02 (Exact name of registrant as specified in its charter) New York (governing law of pooling and servicing agreement) State or other jurisdiction of incorporation or organization) 52-1949524 (I.R.S. Employer Identification No.) c/o Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (410) 884-2000 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 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 April 4, 1996, by Norwest Bank Minnesota, N.A. (the "Reporting Person"), on behalf of Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1995-02 Trust (the "Trust"), established pursuant to a Trust Agreement (the "Trust Agreement") among Structured Asset Securities Corporation, as Depositor, (the "Depositor"), and The Chase Manhattan Bank, N.A., as Trustee (the "Trustee"), pursuant to which the Structured Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1995-02 Trust, certificates 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 Report of Independent Public Accountants' as to master servicing activities or servicing activities as applicable: (a) American Savings Bank, F.A., as Servicer (b) Countrywide Credit Industries, Inc. and Subsidiaries, as Servicer (c) Dale Mortgage Bankers Corp., as Servicer (d) GE Capital Mortgage Services, Inc., as Servicer (e) The Prudential Home Mortgage Company, Inc., as Servicer (f) Wells Fargo and Company, as Servicer (g) Zion Mortgage Company, as Servicer 99.2 Management Assertion Letter: (a) American Savings Bank, F.A., as Servicer (b) Countrywide Credit Industries, Inc. and Subsidiaries, as Servicer (c) Dale Mortgage Bankers Corp., as Servicer (d) GE Capital Mortgage Services, Inc., as Servicer (e) The Prudential Home Mortgage Company, Inc., as Servicer (f) Wells Fargo and Company, as Servicer (g) Zion Mortgage Company, as Servicer 99.3 Annual Statements of Compliance with obligations under the Pooling Agreement or servicing agreement, as applicable, of: (a) American Savings Bank, F.A., as Servicer (b) Countrywide Credit Industries, Inc. and Subsidiaries, as Servicer (c) Dale Mortgage Bankers Corp., as Servicer (d) GE Capital Mortgage Services, Inc., as Servicer (e) PHH US Mortgage Corporation, as Servicer (f) The Prudential Home Mortgage Company, Inc., as Servicer (g) Wells Fargo and Company, as Servicer (h) Zion Mortgage Company, as Servicer (b) Omitted. (c) Omitted. (d) Omitted. Filed herewith. 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: Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1995-02 Trust By: Norwest Bank of Minnesota, N.A. as Agent for the Trustee, Chase Manhattan Bank, N.A. By: /s/ Sherri J. Sharps By: Sherri J. Sharps Title: Vice President Dated: October 1, 1997 EXHIBIT INDEX Exhibit No. 99.1 Annual Report of Independent Public Accountants' as to master servicing activities or servicing activities as applicable: (a) American Savings Bank, F.A., as Servicer (b) Countrywide Credit Industries, Inc. and Subsidiaries, as Servicer (c) Dale Mortgage Bankers Corp., as Servicer (d) GE Capital Mortgage Services, Inc., as Servicer (e) The Prudential Home Mortgage Company, Inc., as Servicer (f) Wells Fargo and Company, as Servicer (g) Zion Mortgage Company, as Servicer 99.2 Management Assertion Letter: (a) American Savings Bank, F.A., as Servicer (b) Countrywide Credit Industries, Inc. and Subsidiaries, as Servicer (c) Dale Mortgage Bankers Corp., as Servicer (d) GE Capital Mortgage Services, Inc., as Servicer (e) The Prudential Home Mortgage Company, Inc., as Servicer (f) Wells Fargo and Company, as Servicer (g) Zion Mortgage Company, as Servicer 99.3 Annual Statements of Compliance with obligations under the Pooling Agreement or servicing agreement, as applicable, of: (a) American Savings Bank, F.A., as Servicer (b) Countrywide Credit Industries, Inc. and Subsidiaries, as Servicer (c) Dale Mortgage Bankers Corp., as Servicer (d) GE Capital Mortgage Services, Inc., as Servicer (e) PHH US Mortgage Corporation, as Servicer (f) The Prudential Home Mortgage Company, Inc., as Servicer (g) Wells Fargo and Company, as Servicer (h) Zion Mortgage Company, as Servicer Filed herewith. EX-99.1(A) 2 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS (logo)KPMG Peat Marwick LLP 725 South Figueroa Street Los Angeles, CA 90017 INDEPENDENT ACCOUNTANTS' REPORT The Audit Commitment of the Board of Directors American Savings, Bank, F.A.: We have examined management's assertion about American Savings Bank'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, 1995 included in the accompanying management assertion. Management is responsible for American Savings Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about American Savings 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 American Savings Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that American Savings Bank complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1995 is fairly stated, in all material respects. /s/KPMG Peat Marwick LLP January 26,1996 (logo)Member Firm of Klynveld Peat Marwick Goerdeler EX-99.1(B) 3 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS Suite 700 1000 Wilshire Boulevard Los Angeles, CA 90017-2464 213 627-1717 FAX 213 624-6793 (logo)Grant Thornton GRANT THORNTON LLP Accountants and Management Consultants The U.S. Member Firm of Grant Thornton International REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENTS 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 test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Credit Industries, Inc. and Subsidiaries (which includes wholly-owned subsidiary, Countrywide Home Loans, Inc.) complied with the aforementioned minimum servicing standards as of and for the year ended February 29, 1996 is fairly stated, in all material respects. /s/Grant Thornton LLP Los Angeles, California April 23,1996 EX-99.1(C) 4 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS 7 Hanover Square New York, NY 10004-2616 212 422-1000 FAX 212 422-0144 (logo)Grant Thornton Grant Thornton LLP Accountants and Management Consultants INDEPENDENT ACCOUNTANTS' REPORT The U.S. Member Firm of Grant Thornton lnternational To the Board of Directors DALE MORTGAGE BANKERS CORP. We have examined management's assertion about Dale Mortgage Bankers Corp.'s compliance with 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, 1995, included in the accompanying management assertion. Management is responsible for Dale Mortgage Bankers Corp.'s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Dale Mortgage Bankers Corp.'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 Dale Mortgage Bankers Corp.'s compliance with minimum servicing standards. In our opinion, management's assertion that Dale Mortgage Bankers Corp. complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1995, is fairly stated in all material respects. /s/Grant Thornton LLP New York, New York March 25, 1996 EX-99.1(D) 5 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS (logo)KPMG Peat Marwick LLP 1600 Market Street Philadelphia, PA 19103-7212 Independent Accountants' Report The Board of Directors GE Capital Mortgage Services, Inc.: We have examined management's assertion about GE Capital Mortgage Services, Inc.'s (the Company'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, 1995 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 managements 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, except for noncompliance with minimum servicing standard I. 1., management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1995 is fairly stated, in all material respects. As discussed in management's assertion, the material noncompliance occurred at the Company during the year ended December 31, 1995. With respect to minimum servicing standard I.l., 10 of the 38 accounts tested contained reconciling items that were not resolved within 90 calendar days of their original identification. These conditions were considered in determining the nature, timing and extent of audit tests applied in our audit of the 1995 consolidated financial statements, and this report does not affect our report dated January 19, 1996 on those consolidated financial statements. /s/KPMG Peat Marwick LLP March 8, 1996 EX-99.1(E) 6 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS (logo)KPMG Peat Marwick LLP 1600 Market Street Philadelphia, PA 19103-7212 INDEPENDENT AUDITORS' REPORT The Board of Directors PHH US Mortgage Corporation We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements of PHH US Mortgage Corporation (a wholly-owned subsidiary of PHH Holdings Corporation) and subsidiaries as of and for the year ended April 30, 1995 and have issued our report thereon dated June 12, 1995. Our audit referred to above included tests relating to mortgage loans serviced for others in accordance with the requirements of the UNIFORM SINGLE AUDIT PROGRAM FOR MORTGAGE BANKERS. Our audit disclosed no exceptions or errors in records relating to mortgage loans serviced for others that, in our opinion, paragraph 4 of the UNIFORM SINGLE AUDIT PROGRAM FOR MORTGAGE BANKERS requires us to report. The Company is covered under Fidelity Bond and Errors and Omissions insurance policies. The amounts of such coverages are $20,000,000 and $20,000,000, respectively. We are independent Certified Public Accountants with respect to the Company within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. This report is intended solely for the use of the Board of Directors and management of the Company and investors in the mortgage loans serviced for others by the Company and should not be used for any other purpose. /s/KPMG Peat Marwick LLP June 12, 1995 EX-99.1(F) 7 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS (logo)Deloitte & Touche LLP Two Hilton Court Telephone: (201) 631-7000 P.O. Box 319 Facsimile: (201) 631-7459 Parsippany, New Jersey 07054-0319 INDEPENDENT ACCOUNTANTS' REPORT ON THE UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS Board of Directors The Prudential Home Mortgage Company, Inc. Frederick, Maryland We have examined management's assertion about the compliance of The Prudential Home Mortgage Company, Inc., and subsidiaries (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 year ended December 31, 1995, included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that The Prudential Home Mortgage Company, Inc., and subsidiaries complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1995, is fairly stated, in all material respects. /s/Deloitte & Touche LLP March 22, 1996 Deloitte Touche Tohmatsu International EX-99.1(G) 8 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS (logo)KPMG Peat Marwick LLP 750 B Street San Diego, CA 92101 INDEPENDENT ACCOUNTANT'S REPORT Wells Fargo and Companies: We have examined the accompanying Management's Report on Compliance with Minimum Servicing Standards (management's assertion) about Wells Fargo and Companies' 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, 1995. Management is responsible for Wells Fargo and Companies' compliance with those minimum servicing standards. Our responsibility is to express an opinion an 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 Wells Fargo and Companies' 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 Wells Fargo and Companies' compliance with the minimum servicing standards. In our opinion, management's assertion that Wells Fargo and Companies complied with the aforementioned minimum servicing standards as of and for the year ended December 3l, 1995 is fairly stated in all material respects. /s/KPMG Peat Marwick LLP January 16, 1996 (logo) Member Firm of Klynveld Peat Marwick Goerdeler EX-99.1(H) 9 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORTS (logo)KPMG Peat Marwick LLP 60 East South Temple Suite 900 Salt Lake City, UT 84111 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors Zions Mortgage Company: We have examined management's assertion about Zions Mortgage Company's (a wholly owned subsidiary of Zions First National Bank) (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, 1995, 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 except for the noncompliance described in the following paragraph, the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1995 is fairly stated, in all material respects. As discussed in the management's assertion, the custodial bank account reconciliations were not prepared within 45 days after month-end, were not appropriately reviewed, and contained reconciling items that were not resolved within 90 days. /s/KPMG Peat Marwick LLP February 23, 1996 (logo) Member Firm of Klynveld Peat Marwick Goerdeler EX-99.2(A) 10 REPORT OF MANAGEMENT (logo)AMERICAN SAVINGS BANK As of and for the twelve month period ended December 31, 1995, American Savings Bank has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for this same period, American Savings Bank had in effect a fidelity bond in the amount of $35,000,000, and error an omissions policiy the amount of $22,500,000. Signed: Date: January 26, 1996 /s/Michael J. Dilworth Michael J. Dilworth Senior Vice President American Savings Bank Loan Servicing, 400 E. Main, Dept. 4001, Stockton, CA 95290-4001 (800) 788-7000 EX-99.2(B) 11 REPORT OF MANAGEMENT (logo)Countrywide National Headquarters Corporate Accounting 115 N. Lake Avenue P.O. Box 7137 Pasadena, CA 91109-7137 (808) 304-8503 April 23, 1996 Grant Thornton LLP 1000 Wilshire Boulevard, Suite 700 Los Angeles, CA 90017 Gentlemen: As of and for the year ended February 29, 1996, Countrywide Credit Industries, Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc.) ("the Company") has compiled in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION FOR MORTGAGE BANKERS. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $30,000,000. /s/Carlos M. Garcia Carlos M. Garcia Managing Director Finance Chief Financial Officer and Chief Accounting Officer EX-99.2(C) 12 REPORT OF MANAGEMENT (logo)DALE MORTGAGE BANKERS MANAGEMENT'S REPORT ON COMPLIANCE As of and for the year ended December 31, 1995, Dale Mortgage Bankers Corp. has compiled 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, Dale Mortgage Bankers Corp. had in effect a fidelity bond policy in the amount of $2,600,000 and errors and omissions policy in the amount of $2,600,000. /s/Mitchell Chiert MITCHELL CHIERT, President March 26, 1996 DALE MORTGAGE BANKERS CORP. 990 STEWART AVENUE. GARDEN CITY. NEW YORK 11530 (516) 229-3200 BRANCHES: Albany, Binghamton, Fishkill, Hauppauge, Liverpool, Purchase, Staten Island, West Nyack, Fairfield NJ, Norwalk CT EX-99.2(D) 13 REPORT OF MANAGEMENT (logo)GE GE CAPITAL GE CAPITAL MORTGAGE SERVICES, INC. A UNIT OF GE CAPITAL MORTGAGE CORPORATION THREE EXECUTIVE CAMPUS, P.0. BOX 5260 CHERRY HILL, NJ 08034-0455 609 661-6100, 800 257-7818 Except for non-compliance with minimum servicing standard I. 1 described below, as of and for the year ended December 31, 1995, GE Capital Mortgage Services, Inc. (the Company) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $100 million and $20 million, respectively. With respect to minimum servicing standard I.1., certain accounts contained reconciling items that were not resolved within 90 calendar days of their original identification. /s/ Gregory A. Gilman Vice President, Mortgage Servicing EX-99.2(E) 14 REPORT OF MANAGEMENT (logo)PRUDENTIAL HOME MORTGAGE The Prudential Home Mortgage Company, Inc. 7485 New Horizon Way Frederick, MD 21701 301 696-7900 December 31, 1995 As of and for the year ended December 31, 1995, The Prudential Home Mortgage Company, Inc. had 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 with respect to its mortgage servicing operations. As of and for the same period, The Prudential Home Mortgage Company, Inc. had in effect a fidelity bond and errors and omissions policy in the amount of $178 million. /s/Marvin I. Moskowitz Marvin Moskowitz Chief Executive Officer and Director /s/Jerry Halbrook Jerry Halbrook Executive Vice President, Senior Financial Officer & Controller /s/Brian Bartlett Brian Bartlett Vice President An Affiliate of The Prudential Insurance Company of America doing business as P.H. Mortgage Company, Inc. in Ohio EX-99.2(F) 15 REPORT OF MANAGEMENT (logo)WELLS FARGO BANK MANAGEMENT'S REPORT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS As of and for the year ended December 31, 1995, Wells Fargo and Companies 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, Wells Fargo and Companies had in effect a fidelity bond in the amount of $115,000,000 and an errors and omissions policy in the amount of $48,000,000. Acknowledged: /s/William J. McClung William J. McClung, Senior Vice President January 16, 1996 P.O. Box 85071 San Diego, CA 92186-5071 LS35 EX-99.2(G) 16 REPORT OF MANAGEMENT (logo)ZIONS MORTGAGE COMPANY MANAGEMENT ASSERTION 4141 South Highland Drive Salt Lake City Utah 84124 (801)273-3000 As of and for the year ended December 31, 1995, Zions Mortgage 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, except that custodial bank accounts were not being reconciled within 45 days after month-end, were not appropriately reviewed, and conatined reconciling items that were not resolved within 90 days. As of and for this same period, Zions Mortgage Company had in effect a fidelity bond in the amount of $30,000,000 and an errors and omissions policy in the amount $3,000,000. /s/D. Ronald Holmes D. Ronald Holmes 2-23-96 Date /s/David G. Fischer David G. Fischer 2-23-96 Date /s/Rocky E. Bishop Rocky E. Bishop 2-23-96 Date EX-99.3(A) 17 ANNUAL STATEMENT OF COMPLIANCE (logo)AMERICAN SAVINGS BANK Rebecca Kennedy Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, Maryland 21044-3562 OFFICER'S CERTIFICATE The undersigned Officer certifies the following for the fiscal year: (A) That to the best of this Officer's knowledge, all premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (B) That all accrued and due real estate taxes, governmental assessments and any other expenses, that 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.; (C) To the best of this Officer's knowledge, the Servicer has fufilled 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.; (D) That this Officer has confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect. Certified By: /s/Karen Moran Karen Moran Vice President Title March 29, 1996 Date 400 E. Main Street, Department 4026, Stockton, California 95290-4026 (209) 546-2065 (209) 546-2690 Fax EX-99.3(B) 18 ANNUAL STATEMENT OF COMPLIANCE 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 (Inv. 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 5-28-96 Joseph Candelario Date First Vice President Loan Administration Inv.997 EX-99.3(C) 19 ANNUAL STATEMENT OF COMPLIANCE (logo)DALE MORTGAGE BANKERS MARCH 25, 1996 Nowest Bank Minnesota, N.A. 11000 Broken Land Parkway, 2nd Floor Columbia, Maryland 21044-3562 Att: Vice President Master Servicing Department Re: Officer's Certificate 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 non-payment has been reported to Ryland Mortgage Company; F. All Custodial Accounts have been reconciled and are property funded; and G. All annual reports of Foreclosure and Abandonment of Mortgaged Property require per section 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified by : /s/ S. Benjamin Murolo March 26, 1996 S. Benjamin Murolo, Senior Vice President DALE MORTGAGE BANKERS CORP. 990 STEWART AVENUE, GARDEN CITY, NEW YORK 11530 (516) 229-3200 BRANCHES: Albany, Binghamton, Fishkill, Hauppauge, Liverpool, Purchase, Staten Island, West Nyack, Fairfield NJ, Norwalk CT EX-99.3(D) 20 ANNUAL STATEMENT OF COMPLIANCE (logo)GE GE CAPITAL GE CAPITAL MORTGAGE SERVICES, INC. A UNIT OF GENERAL ELECTRIC CAPITAL MORTGAGE CORPORATION 4680 HALLMARK PARKWAY, SAN BERNARDINO, CA 92407 OFFICER'S CERTIFICATION The undersigned officer of GE Capital Mortgage Services, Inc. hereby certifies that: a) Such servicing officer has reviewed the activities of the Master Servicer during the preceding calendar year or portion thereof and its performance under the Agreement; b) To the best of such servicing officer's knowledge, based on such review, the Master Servicer has performed and fulfilled its duties, responsibilities and obligations under the Agreement in all material respects throughout such year; c) An officer has conducted an examination of the activities of each Servicer during the preceding calendar year and its performance under the related servicing agreement; d) The Master Servicer has received from each Servicer such Servicer's Annual Certification of Compliance, e) To the best of such officer's knowledge, based on such examination, the Servicer has performed and fulfilled its duties, responsibilities and obligations under the Servicing Agreement in all material respects throughout such year; f) All premiums for each Standard Federal Hazard Insurance Policy, Flood Insurance Policy (if any), Primary Mortgage Insurance Policy (if any), and FHA Certificate of Mortgage Insurance (if any), with respect to each Mortgage Loan and each Mortgaged Property have been paid and that all such insurance policies are in full force and effect, and g) Such officer has confirmed that the Fidelity Bond and Errors and Omissions Insurance Policy are in full force and effect and meet the requirements of the definitions of such terms. GE CAPITAL MORTGAGE SERVICES, INC. March 29, 1996 /s/Karol A. Mason Date Karol A. Mason, Vice President EX-99.3(E) 21 ANNUAL STATEMENT OF COMPLIANCE PHH US MORTGAGE 6000 Atrium Way Tel 800 257 0460 CORPORATION Mt. Laurel, NJ 08054 Fax 609 439 4900 NORWEST BANK MINNESOTA, N.A. 11000 Broken Land Parkway, 2nd Floor (logo)PHH Columbia, Maryland 21044-3562 Attn: Vice President Master Servicing Department RE: Officer's Certificate 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 non-payment 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: /s/David Bemer Officer Vice President, Servicing Title 03-19-96 Date EX-99.3(F) 22 ANNUAL STATEMENT OF COMPLIANCE (logo)Prudential Home Mortgage The Prudential Home Mortgage Company, Inc. 7485 New Horizon Way Frederick, MD 21701 301-846-8100 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 fiscal year ending 1995: (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 By: /s/Brian Bartlett Officer Vice President Title An Affiliate of The Prudential Insurance Company of America doing business as P.H. Mortgage Company, Inc. in Ohio. EX-99.3(G) 23 ANNUAL STATEMENT OF COMPLIANCE (logo)WELLS FARGO BANK ANNUAL CERTIFICATION FOR CALENDAR YEAR 1995 Dear Investor: This is to certify the following items with respect to real estate loans we service on your behalf. * We have complied with all applicable provisions of the executed servicing agreement and/or servicing guidelines. * Servicing is in compliance with applicable state and federal laws, HUD or VA regulations, and all the terms of the loan documents. * Taxes, mortgage insurance, flood and/or hazard insurance and assessments have been paid, if applicable, by Wells Fargo Bank as required by escrow agreements and regulations. Payment of taxes and insurance by borrowers, if applicable, is tracked and verified using normal industry methods and standards. * Insurance policies are in possession of Wells Fargo Bank, or its authorized insurance vendor, as required by the terms of our mortgage impairment coverage. * ARM rate and payment changes are made according to contractual and regulatory requirements, and payment change notices sent as required by law. An ongoing audit process ensures the integrity of our on-line information. * Interest is paid on escrow funds in compliance with all federal and state laws, regulations, and contracts. * Loan documents are held in our vault, at 401 West 24th Street, National City, California, 91950, or by a document custodian pursuant to applicable servicing contracts. * All IRS information returns, including IRS Forms, 1098 Mortgage Interest Statement, and 1099-A Acquisition or Abandonment are filed pursuant to IRS regulations. Certified by: /s/William J. McClung William J. McClung, Senior Vice President Loan Servicing Manager, Mortgager, Mortgage Lending Servicing (word\h:\word\certific) P.O. Box 85071 San Diego, CA 92186-5071 LS35 EX-99.3(H) 24 ANNUAL STATEMENT OF COMPLIANCE NORWEST BANK MINNESOTA, N.A. 11000 Broken Land Parkway, 2nd Floor Columbia, Maryland 21044-3562 Attn: Vice President Master Servicing Department RE: Officer's Certificate 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 non-payment 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: /s/David G. Fischer Officer DAVID G. FISCHER SVP/CHIEF FINANCIAL OFFICER Title 4-12-96 Date -----END PRIVACY-ENHANCED MESSAGE-----