-----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, HqjCAWrs50IRZHW3C/kqKIJ3bAo5LPpYekxLycf4pWWw89GyFFSm9SkWbMmDdGUz +O3avDnhmM35s4WdWGM3Yw== 0001056404-00-000163.txt : 20000215 0001056404-00-000163.hdr.sgml : 20000215 ACCESSION NUMBER: 0001056404-00-000163 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 19 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST ASS SEC CORP MORT PAS THR CERT SER 1997-02 TRUST CENTRAL INDEX KEY: 0001037324 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 522026447 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-02209-13 FILM NUMBER: 538988 BUSINESS ADDRESS: STREET 1: 7485 NEW HORIZON WAY CITY: FREDERICK STATE: MD ZIP: 21703 BUSINESS PHONE: 3018156414 MAIL ADDRESS: STREET 1: NORWEST BANK MINNESOTA STREET 2: 7485 NEW HORIZON WAY CITY: FREDERICK STATE: MD ZIP: 21703 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, 1997 / / Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.: 333-02209-13 Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1997-02 Trust (Exact name of registrant as specified in its charter) New York 52-2026447 52-2026450 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) 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 March 26, 1998, on behalf of Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1997-02 Trust (the "Trust"), established pursuant to a Pooling and Servicing Agreement among Norwest Asset Securities Corporation, as Seller (the "Company"), and Norwest Bank Minnesota, National Association, as Master Servicer, and First Union National Bank of North Carolina, as Trustee, pursuant to which the Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1997-02 registered under the Securities Act of 1933 (the"Certificates") were issued. Item 14 of the Original Form 10-K is amended to read in its entirety as follows: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Exhibits 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1997. (a) Countrywide Credit Industries, Inc., as Servicer (b) Temple Financial Services, as Servicer (c) Home Side Lending, as servicer (d) National City Mortgage Company, as servicer (e) Norwest Mortgage, Inc., as servicer (f) SunTrust Mortgage Inc. , as servicer 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1997. (a) Countrywide Credit Industries, Inc., as Servicer (b) Temple Financial Services, as Servicer (c) Home Side Lending, as servicer (d) National City Mortgage Company, as servicer (e) Norwest Mortgage, Inc., as servicer (f) Sun Trust Mortgage Inc. , as servicer 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1997. (a) Countrywide Credit Industries, Inc., as Servicer (b) Temple Financial Services, as Servicer (c) Home Side Lending, as servicer (d) National City Mortgage Company, as servicer (e) Norwest Mortgage, Inc., as servicer (f) SunTrust Mortgage Inc. , as servicer 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On October 20, 1997, a report on Form 8-K was filed in order to provide the Pooling and Servicing Agreement for the Certificates. On October 9, 1997, November 10, 1997, and December 9, 1997, reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. Filed herewith. Previously filed. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1997-02 Trust Signed NORWEST BANK MINNESOTA, N.A., as Master Servicer By: /s/Sherri J. Sharps By: Sherri J. Sharps Title: Vice President Dated: 2/10/2000 EXHIBIT INDEX Exhibit No. 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1997. (a) Countrywide Credit Industries, Inc., as Servicer (b) Temple Financial Services, as Servicer (c) Home Side Lending, as servicer (d) National City Mortgage Company, as servicer (e) Norwest Mortgage, Inc., as servicer (f) SunTrust Mortgage Inc. , as servicer 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1997. (a) Countrywide Credit Industries, Inc., as Servicer (b) Temple Financial Services, as Servicer (c) Home Side Lending, as servicer (d) National City Mortgage Company, as servicer (e) Norwest Mortgage, Inc., as servicer (f) SunTrust Mortgage Inc. , as servicer 99.3 Annual Statements of Compliance for the year ended December 31, 1997. (a) Countrywide Credit Industries, Inc., as Servicer (b) Temple Financial Services, as Servicer (c) Home Side Lending, as servicer (d) National City Mortgage Company, as servicer (e) Norwest Mortgage, Inc., as servicer (f) SunTrust Mortgage Inc. , as servicer 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders Filed herewith. Previously filed. EX-99.1(A) 2 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT Suite 700 1000 Wilshire Blvd. Los Angeles, CA 90017-2464 213 627-1717 FAX 213 624-6793 GRANT THORNTON (LOGO) GRANT THORNTON LLP Accountants and Management Consultants The U.S. Member Firm of Grant Thornton International REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENT'S ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS Board of Directors Countrywide Credit Industries, Inc. We have examined management's assertion about Countrywide Credit Industries, Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc. 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 28, 1997 included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Credit Industries, Inc. and Subsidiaries (which includes wholly-owned subsidiary, Countrywide Home Loans, Inc.) complied with the aforementioned minimum servicing standards as of and for the year ended February 28, 1997 is fairly stated, in all material respects. /s/Grant Thornton LLP Los Angeles, California April 22, 1997 EX-99.1(B) 3 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT (LOGO)ERNST&YOUNG LLP Suite 1400 Phone: 512 478 9881 700 Lavaca Fax: 512 473 3499 Austin, Texas 78701 REPORT OF INDEPENDENT ACCOUNTANTS Board of Directors Temple-Inland Financial Services, Inc. and Subsidiaries (including Knutson Mortgage Corporation) We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT that Temple-Inland Financial Services, Inc. and Subsidiaries (including Knutson Mortgage Corporation) (the "Company") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS during the 15 month period ended December 31, 1997. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements. In our opinion, management's assertion that the Company complied with the aforementioned requirements during the 15 month period ended December 31, 1997, is fairly stated, in all material respects. /s/Ernst & Young LLP January 30, 1998 Ernst & Young LLp is a member of Ernst & Young International, Ltd. EX-99.1(C) 4 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Stockholders 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 Mortgage Bankers Association of AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) and that the Company had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively, as of February 10, 1998 and for the period from March 1, 1997 to February 10, 1998, included in the accompanying management assertion letter. Management is responsible for the Company's compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that HomeSide Lending, Inc. and subsidiaries complied with the aforementioned minimum servicing standards and that Company had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively, as of February 10, 1998 and for the period from March 1, 1997 to February 10, 1998 is fairly stated, in all material respects. /s/Arthur Anderson LLP Jacksonville, Florida April 15, 1995 EX-99.1(D) 5 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT (LOGO)ERNST& YOUNG LLP 1300 Huntington Building 925 Euclid Avenue Cleveland, Ohio 44115-1405 Phone: 216 861 5000 Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS Report of Independent Accountants Board of Directors National City Mortgage Co. We have examined management's assertion, included in the accompanying report titled REPORT OF MANAGEMENT, that National City Mortgage Co. (NCM) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) during the year ended December 31, 1997. Management is responsible for NCM's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about NCM's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about NCM's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on NCM's compliance with specified requirements. In our opinion, management's assertion, that NCM complied with the aforementioned requirements during the year ended December 31, 1997, is fairly stated, in all material respects. Ernst & Young LLP /s/Ernst & Young LLP January 28, 1998 Ernst & Young LLP is a member of Ernst & Young International, Ltd. EX-99.1(E) 6 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT (LOGO) KPMG PEAT MARWICK LLP 2500 Ruan Center P.O. 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 set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) as of and for the year ended December 31, 1997, included in the accompanying Management Assertion. Management is responsible for Norwest Mortgage Banking's compliance with those minimum servicing standards. Our responsibility, is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Norwest Mortgage Banking's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Norwest Mortgage Banking's compliance with the minimum servicing standards. In our opinion, management's assertion that Norwest Mortgage Banking complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 1997 is fairly stated, in all material respects. /s/KPMG Peat Marwick LLP January 14, 1998 EX-99.1(F) 7 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT 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 $20,000,000, respectively, as of and for the year ended December 31, 1997, included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion about the entity's compliance with the minimum servicing standards and maintenance of a fidelity bond and errors and omissions policy based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination 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 $20,000,000, respectively, as of and for the year ended December 31, 1997 is fairly stated in all material respects. /S/Arthur Andersen LLP Atlanta, Georgia January 30,1998 EX-99.2(A) 8 REPORT OF MANAGEMENT (LOGO) COUNTRYWIDE April 22, 1997 Grant Thornton LLP 1000 Wilshire Boulevard, Suite 700 Los Angeles, CA 90017 Gentlemen: As of and for the year ended February 28, 1997, Countrywide Credit Industries, Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc.) ('the Company') has complied in all material respects with 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 Financial Officer EX-99.2(B) 9 REPORT OF MANAGEMENT (LOGO) KNUTSON MORTGAGE CORPORATION REPORT OF MANAGEMENT We, as members of management of Temple-Inland Financial Services, Inc. and Subsidiaries (including Knutson Mortgage Corporation) (the "Company") are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (the "USAP"). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of the Company's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 1997 and for the 15 month period then ended. Based on this evaluation, we assert that during the 15 month period ended December 31, 1997, the Company complied, in all material respects, with the minimum servicing standards set forth in the USAP. During the 15 month period ended December 31, 1997, the Company did not consistently document its supervisory review and approval of custodial account reconciliations. Although not consistently documented, in most instances a supervisory review had taken place. As of January 1998, a procedure to document supervisory review and approval had been instituted. Because a supervisory review was made in most instances, we believe this is not a material noncompliance with the minimum servicing standards set forth in the USAP. As of December 31, 1997, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $30,000,000. By:/s/Richard Hebl Senior Vice President - Loan Administration 3001 METRO DRIVE/SUITE 400/ MINNEAPOLIS, MINNESOTA 55425/(612) 204-2600 EX-99.2(C) 10 REPORT OF MANAGEMENT (LOGO) HOMESIDE LENDING, INC. As of February 10, 1998 and for the period from March 1, 1997 to February 10, 1998, HomeSide Lending, Inc. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKER. As of and for this same period, HomeSide Lending, Inc. had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively. /s/William Glasgow, Jr. William Glasgow, Jr. Executive Vice President April 15, 1995 Date EX-99.2(D) 11 REPORT OF MANAGEMENT National City National City Mortgage Co. Mortgage 3232 Newmark Drive Miamisburg, Ohio 45342 Telephone (937) 910-1200 Mailing Address: P.O. 1820 Dayton, Ohio 45401-1820 Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of National City Mortgage Co. (NCM), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of NCM's compliance with the minimum servicing standards as set forth in the USAP as of December 3l, 1997 and for the year then ended. Based on this evaluation, we assert that during the year ended December 3l, 1997, NCM complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, NCM had in effect a fidelity bond policy in the amount of $50 million and an errors and omissions policy in the amount of $20 million. /s/Leo E. Knight, Jr. Leo E. Knight, Jr., President /s/T. Jackson Case Jr. T. Jackson Case Jr., Sr. Vice President January 29,1998 No one Cares More ! EX-99.2(E) 12 REPORT OF MANAGEMENT (LOGO)NORWEST MORTGAGE Norwest Mortgage, Inc. 405 S.W. 5th Street Des Moines, IA 50309-4626 515/237-6000 Management Assertion As of and for the year ended December 3l, 1997, Norwest Mortgage Banking has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of this same period, Norwest Mortgage Banking had in effect a fidelity bond and errors and omissions policy in the amount of $100 million and $20 million, respectively. /s/Mark C. Oman January 14,1998 Mark C. Oman Date PRESIDENT AND CHIEF EXECUTIVE OFFICER /s/Robert K. Chapman January 14, 1998 Robert K. Chapman Date EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICE /s/Mike Heid January 14, 1998 Mike Heid Date EXECUTIVE VICE PRESIDENT LOAN SERVICING EX-99.2(F) 13 REPORT OF MANAGEMENT Sun Trust Mortgage, Inc. RALPH B. CARRIGAN Mail Code CC-502 President, Chief Operating Officer P.O. Box 4333 Atlanta, GA 30302 Tel (770)352-5610 Fax (770) 352-5832 SUNTRUST January 30, 1998 Arthur Andersen LLP 133 Peachtree Street, NE Atlanta, Georgia 30303 Dear Sirs: As of and for the year ended December 31, 1997, SunTrust Mortgage, Inc. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for this same period, SunTrust Mortgage, Inc. had in effect a fidelity bond and errors and omissions policy in the amounts of $100,000,000 and $20,000,000 respectively. Sincerely, /s/Ralph B. Carrigan Ralph B. Carrigan President/COO RBC/amg EX-99.3(A) 14 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 Series 1990-2 (Inv.# 251) by and among Ryland Mortgage Securities Corporation and Countrywide Funding Corporation, as Servicer, as follows: I have reviewed the activities and performance of the Servicer during the fiscal year ended February 28, 1997 under the Agreements and, to the best of my knowledge, based on my review, the Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements throughout the fiscal year. /s/Joseph Candelario 5-23-97 Joseph Candelario Date First Vice President Loan Administration EX-99.3(B) 15 ANNUAL STATEMENT OF COMPLIANCE February 19, 1998 TEMPLE-INLAND MORTGAGE CORPORATION (logo) Norwest Bank Minnesota, N.A. - Master Servicer Attn: Kimberly J. Wiggins, Compliance Administrator 11000 Broken Land Parkway Columbia, MD 21044-3562 RE: Investor Nos. L11, L12, L14, L17, L18, 404, 405,406, 487, 645,646, 647, and 648 Annual Certification, as of 12/31/97 Dear Ms. Wiggins: The undersigned Officer certifies the following for the 1997 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 Seller/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 sections 6050J and 6050P of the internal Revenue Code, respectively, have been prepaid. Certified by: Temple-Inland Mortgage Corporation and Temple-Inland Mortgage Corporation as subservicer for Lumbermen's Investment Corporation Clay B. Carson Executive Vice President February 19,1998 TEMPLE-INLAND BUILDING * 1300 SOUTH MO-PAC EXPWY. * AUSTIN, TEXAS 78746 EX-99.3(C) 16 ANNUAL STATEMENT OF COMPLIANCE (LOGO) HOMESIDE LENDING, INC. May 15, 1998 Ms. Kimberly J. Wiggins Contracts & Comp. Administrator Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Re: Officer's Certificate Calendar Year Ending 12/31/97 Dear Ms. Wiggins: As an officer of HomeSide Lending, Inc. (HomeSide), I certify to the best of my knowledge to the following for the 1997 calendar year: 1. I have reviewed the activities and performance of the servicing activities of HomeSide during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of my knowledge, HomeSide has fulfilled all of its duties, responsibilities or obligations under these agreements throughout such year, or if there has been a default or failure of HomeSide to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; 2. I have confirmed that HomeSide is currently an approved FNMA or FHLMC servicer in good standing; 3. I have confirmed that the fidelity bond, the errors and omissions insurance policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; 4. All premiums for each hazard insurance policy, flood insurance policy (if applicable) and primary mortgage insurance policy (if applicable), with respect to each mortgaged property, have been paid and that all such insurance policies are in full force and effect; 5. All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any mortgaged property, have been paid as and when due. 6. All custodial accounts have been reconciled and are properly funded; and 7. All annual reports of Foreclosure and Abandonment of Mortgage Property required per Section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Sincerely, /s/ Terry Salazar Terry Salazar Vice President Ip Post Office Box 44090, Jacksonville, FL 32231-4090 904-281-3000 EQUAL HOUSING LENDER EX-99.3(D) 17 ANNUAL STATEMENT OF COMPLIANCE NATIONAL CITY MORTGAGE CO. 3232 NEWMARK DRIVE MIAMISBURG, OH 45342 SERVICER'S ANNUAL CERTIFICATION Dear Sir/Madam: The undersigned hereby certifies with respect to each and every mortgage serviced under the Servicing Agreement between Norwest Bank Minnesota, N.A. 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 Minnesota, N.A.. 3. Private mortgage insurance, as required, remains in full force and effect. 4. All notices detrimental to Norwest Bank Minnesota, N.A. security interest have been forwarded to Norwest Bank Minnesota, N.A.. 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 flied 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 Minnesota, N.A. property foreclosure acquisitions and abandonments (IRS Code 60500). 13. A Form 1099-C was filed with the Internal Revenue Service for all Norwest Bank Minnesota, N.A. accounts that had forgiveness of debt. 14. A Form 1098 was filed with the Internal Revenue Service for all Norwest Bank Minnesota, N.A. 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 3/23/98 Patricia A. Maynard, Vice President Date EX-99.3(E) 18 ANNUAL STATEMENT OF COMPLIANCE (LOGO)NORWEST MORTGAGE Norwest Mortgage, Inc. Home Campus Des Moines, IA 50328 515/221-7300 March 5, 1998 Norwest Bank Attention Stacy Wainwright 11000 Broken Land Parkway Columbia MD 21044 Re: 1997 Annual Certification We hereby certify to the best of our knowledge and belief that for the calendar year of 1997: 1. All real estate taxes, bonds assessments and other lienable items have been paid. 2. All FHA mortgage insurance, private mortgage insurance premiums, and flood insurance have been paid (if applicable). 3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid. 4. We have made all property inspections as required. 5. Fidelity bond and Errors and Omissions insurance coverage currently exists. 6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of this Officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations 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. Sincerely, /s/John B. Brown John B. Brown Vice President Norwest Mortgage Inc. NMFL #0820H 9/96 EX-99.3(F) 19 ANNUAL STATEMENT OF COMPLIANCE SunTrust Mortgage, Inc. Post Office Box 105621 Atlanta, GA 30348 Tel 1-800-634-7928 SUNTRUST Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 1997 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property., the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 605OJ and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/Roy Briggs, III Officer Roy Briggs, III Vice President Title April 3, 1998 Date -----END PRIVACY-ENHANCED MESSAGE-----