-----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, I9d6JoLJF09d484n66tY0vF5pVJjHxCxqjsZ0QDL6OiJJjASiQ/Ku/eHYvLd2HmD I44k/+0yjLdNxNZpWUX/Sg== 0001056404-99-000779.txt : 19991222 0001056404-99-000779.hdr.sgml : 19991222 ACCESSION NUMBER: 0001056404-99-000779 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST ASSET SECURITIES CORP MOR PAS THR CERT SER 1998-9 TR CENTRAL INDEX KEY: 0001060520 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 522094633 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-45021-04 FILM NUMBER: 99777947 BUSINESS ADDRESS: STREET 1: 11000 BROKEN LAND PKWY STREET 2: C/O NORWEST BANK MINNESOTA NA CITY: COLUMBIA STATE: MD ZIP: 21703 BUSINESS PHONE: 4108842000 MAIL ADDRESS: STREET 1: 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, 1998 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 333-45021-04 Norwest Asset Securities Corporation Mortgage Pass-Through Certificates Series 1998-9 Trust (Exact name of registrant as specified in its charter) New York 52-2094633 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) c/o Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, Maryland 21044 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (410) 884-2000 Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report on Form 10-K (the "Original Form 10-K") filed on March 25, 1999, on behalf of Norwest Asset Securities Corporation Mortgage Pass-Through Certificates Series 1998-9 Trust established pursuant to a Pooling and Servicing Agreement among NORWEST ASSET SECURITIES CORPORATION (Seller) and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (Master Servicer) and FIRST UNION NATIONAL BANK (Trustee), pursuant to which the Norwest Asset Securities Corporation Mortgage Pass-Through Certificates Series 1998-9 Trust registered under the Securities Act of 1933 (the "Certificates") were issued. Item 14 of the Original Form 10-K is amended to read in its entirety as follows: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Exhibits (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1998. a) CITICORP MTG INC b) GMAC MTG CORP c) HUNTINGTON MTG CO d) NATIONAL CITY MTG CO e) STAR BANK NA (99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) CITICORP MTG INC b) GMAC MTG CORP c) HUNTINGTON MTG CO d) NATIONAL CITY MTG CO e) STAR BANK NA (99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) CITICORP MTG INC b) GMAC MTG CORP c) HUNTINGTON MTG CO d) NATIONAL CITY MTG CO e) STAR BANK NA (99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On October 1, 1998, November 10, 1998, and December 8, 1998, 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. Such document (i) is not filed herewith since such document was not received by the reporting person at least three business days prior to the due date covered by this report: and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document. Previously filed. 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: Norwest Asset Securities Corporation Mortgage Pass-Through Certificates Series 1998-9 Trust Signed: Norwest Bank Minnesota, N.A., as Master Servicer By: Sherri J. Sharps, Vice President By: /s/ Sherri J. Sharps, Vice President Dated: December 15, 1999 Exhibit Index Exhibit No. 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1998. a) CITICORP MTG INC b) GMAC MTG CORP c) HUNTINGTON MTG CO d) NATIONAL CITY MTG CO e) STAR BANK NA 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) CITICORP MTG INC b) GMAC MTG CORP c) HUNTINGTON MTG CO d) NATIONAL CITY MTG CO e) STAR BANK NA 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) CITICORP MTG INC b) GMAC MTG CORP c) HUNTINGTON MTG CO d) NATIONAL CITY MTG CO e) STAR BANK NA 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders. Filed herewith. Such document (i) is not filed herewith since such document was not received by the reporting person at least three business days prior to the due date covered by this report: and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document. Previously filed. EX-99.1(A) 2 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) KPMG 10 South Broadway Suite 900 St Louis, MO 63102-1761 Telephone 314 444 1400 Fax 314 444 1470 Independent Accountants' Report The Board of Directors Citicorp Mortgage, Inc.: We have examined management's assertion about Citicorp Mortgage, Inc. (an indirect wholly owned subsidiary of Citigroup) and subsidiaries' (the Company) compliance with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 1998 included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Citicorp Mortgage, Inc. and subsidiaries complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. KPMG LLP March 2, 1999 EX-99.1(B) 3 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (logo) PriceWaterhouseCoopers PricewaterhouseCoopers LLP 650 Third Avenue South Park Building Suite 1300 Minneapolis MN 55402-4333 Telephone (612) 596 6000 Facsimile (612) 373 7160 Report of Independent Accountants March 8, 1999 To the Board of Directors and Stockholder of GMAC Mortgage Corporation: We have examined management's assertion about GMAC Mortgage Corporation and its subsidiaries' (the "Company") compliance with the minimum servicing standards ("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, 1998 included in the accompanying management assertion (see Exhibit I). 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 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 standards. In our opinion, management's assertion that the Company complied with the aforementioned standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. PriceWaterhouseCooper LLP EX-99.1(C) 4 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) ERNST& YOUNG LLP One Columbus 10 West Broad Street Columbus, Ohio 43215-3400 Phone: 614 224 5678 Fax: 614 222 3939 Report of Independent Accountants Board of Directors The Huntington Mortgage Company We have examined management's assertion, included in the accompanying report titled Report of Management, that The Huntington Mortgage Company (HMC), a wholly-owned subsidiary of The Huntington National Bank, complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 1998. Management is responsible for HMC's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about HMC's compliance based on our examination. Our examination was conducted in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about HMC's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on HMC's compliance with specified requirements. In our opinion, management's assertion that HMC complied with the aforementioned requirements during the year ended December 31, 1998 is fairly stated, in all material respects. ERNST& YOUNG LLP March 10, 1999 20 Ernst &Young LLP is a member of Ernst &Young International, Ltd. EX-99.1(D) 5 ANNUAL INDEPENDANT 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, 1998. Management is responsible for NCM's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about NCM's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about NCM's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on NCM's compliance with specified requirements. In our opinion, management's assertion, that NCM complied with the aforementioned requirements during the year ended December 31, 1998, is fairly stated, in all material respects. Ernst &Young LLP January 29, 1999 Ernst &Young LLP is a member of Ernst &Young International, Ltd. EX-99.1(E) 6 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) ARTHUR ANDERSEN LLP Report of Independent Public Accountants To the Board of Directors of Star Bank, N.A.: We have examined management's assertion about Star Bank, N.A.'s compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) and that Star Bank, N.A. had in effect a fidelity bond and errors and omissions policy in the amounts of $25,000,000 and $5,000,000, respectively, for the period January 1, 1998 to February 28, 1998, $25,000,000 and $10,000,000, respectively, for the period March 1, 1998 to November 19, 1998, and $50,000,000 and $25,000,000, respectively, for the period November 20, 1998 to December 31, 1998, included in the accompanying Statement of Management's Assertion Regarding Compliance with Servicing Standards of the Uniform Single Attestation Program for Mortgage Bankers. Management is responsible for Star Bank, N.A.'s compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion about the entity's compliance with the minimum servicing standards and maintenance of a fidelity bond and errors and omissions policy based on our examination. Our examination was made in accordance with the standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Star Bank, N.A.'s compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Star Bank, N.A.'s compliance with the minimum servicing standards. In our opinion, management's assertion that Star Bank, N.A. complied with the aforementioned minimum servicing standards and that Star Bank, N.A. had in effect a fidelity bond and errors and omissions policy in the amounts of $25,000,000 and $5,000,000, respectively, for the period January 1, 1998 to February 28, 1998, $25,000,000 and $10,000,000, respectively, for the period March 1, 1998 to November 19, 1998, and $50,000,000 and $25,000,000, respectively, for the period November 20, 1998 to December 31, 1998, is fairly stated, in all material respects. Arthur Andersen Cincinnati, Ohio, March 26, 1999 EX-99.2(A) 7 REPORT OF MANAGEMENT (LOGO) Citicorp Mortgage. Inc. 12855 N. Outer Forty Drive MS 822 St. Louis, MO 63141 As of and for the year ended December 31, 1998, Citicorp Mortgage, Inc. (an indirect wholly owned subsidiary of Citigroup) and subsidiaries (the Company) has complied, in all material respects, with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had In effect fidelity bond and errors and omissions policies in the amount of $375 million. Very truly yours, CITICORP MORTGAGE, INC. By: Keith McDonald, Director Portfolio Management By: Jim B. Levites, Managing Director (Default Management) By: David B. Lowman. President/Chief Operating Officer By: Carl Levinson, Chairman Chief Executive Officer March 2, 1999 EX-99.2(B) 8 REPORT OF MANAGEMENT GMAC Mortgage Corporation 100 Witmer Road RO. Box 963 Horsham PA 19044-0963 (logo) Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 8, 1999 As of and for the year ended December 31, 1998, GMAC Mortgage Corporation and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards (the "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 fidelity bond and errors and omissions policies in the amounts of $150,000,000 and $100,000,000 respectively. Edward D Hughes Senior Vice President of Servicing Adminstration EX-99.2(C) 9 REPORT OF MANAGEMENT The Huntington Mortgage Company 7575 Huntington Park Drive Columbus, Ohio 43235 (logo) Report of Management We, as members of management of The Huntington Mortgage Company (HMC), a wholly-owned subsidiary of The Huntington National Bank, are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of HMC's compliance with the minimum servicing standards as set forth in the USAP as of December 3l, 1998 and for the year then ended. Based on this evaluation, we assert that during the year ended December 3l, 1998, HMC complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, HMC had in effect a fidelity bond in the amount of $40,000,000 and an errors and omissions policy in the amount of $10,000,000. Thomas J. Finnegan III President and Chief Executive Officer Irving A. Adler Senior Vice President March 10, 1999 EX-99.2(D) 10 REPORT OF MANAGEMENT (LOGO) National City Mortgage Co. 3232 Newmark Drive Miamisburg, Ohio 45342 Telephone (937) 436-3025 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management As a member of management of National City Mortgage Co. (NCM), I am responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). I am also responsible for establishing and maintaining effective internal control over compliance with these standards. I have performed an evaluation of NCM's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 1998 and for the year then ended. Based on this evaluation, I assert that during the year ended December 31, 1998, NCM complied, in all material aspects, with the minimum servicing standards set forth in the USAP. As of and for this same period, NCM had in effect a fidelity bond policy in the amount of $50 million and an errors and omissions policy in the amount of $40 million. T. Jackson Case Jr. Sr. Vice President January 29, 1999 No one Cares More! EX-99.2(E) 11 REPORT OF MANAGEMENT (LOGO) Firstar March 26, 1999 Arthur Andersen LLP 425 Walnut Street Cincinnati, Ohio 45202 Dear Sirs: As of and for the year ended December 31, 1998, Firstar Home Mortgage Corporation has complied in all material respects with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. For the periods January 1, 1998 to November 19, 1998 and November 20, 1998 to December 31, 1998, Firstar Home Mortgage Corporation had in effect a fidelity bond and errors and omissions policy in the amounts of $80,000,000 and $10,000,000 and $50,000,000 and $25,000,000, respectively. Dan Arrigoni, President Rick Aneshansel, Executive Vice President Mike Norris, Senior Vice President 809 South 60th Street, Suite 210 West Alla, Wisconsin 53214 EX-99.3(A) 12 ANNUAL STATEMENT OF COMPLIANCE Citicorp Mortgage, Inc. A subsidiary of Citicorp Mail Station 313 P.O. Box 790013 St. Louis, Missouri 63179-0013 (LOGO) March 31, 1999 Investor #6121 and 6123 Attn: Christine A Tincher Norwest Bank 11000 Broken Land Parkway Columbia, MD 21044-3562 OFFICER'S CERTIFICATE RE: Annual Statement as to Compliance: Pursuant to SASCOR Servicing Guide Dear Ms. Tincher: The activities of Citicorp Mortgage, Inc., performed under the above referenced Servicing Guide during the preceding calendar year, have been conducted under my supervision. Based upon a review of those activities and to the best of my knowledge, Citicorp Mortgage, Inc. has fulfilled all of its obligations under this Servicing Guide. Citicorp Mortgage, Inc. By: Patsy M. Barker, Vice President By: Timothy Klingert, Assistant Vice President EX-99.3(B) 13 ANNUAL STATEMENT OF COMPLIANCE (logo) GMAC Mortgage (logo) CONSUMER LOAN SERVICING G R O U P OFFICER'S CERTIFICATE GMAC MORTGAGE CORPORATION I, Mark Galambos, hereby certify that I am the duly elected Vice President of GMAC Mortgage Corporation (the "Servicer"), a corporation organized under the laws of the Commonwealth of Pennsylvania, that I have made such reasonable investigation as I have deemed necessary to deliver this Certificate, including discussions with responsible officers of the Servicer and further certify to the best of my knowledge as follows: 1. A review of the activities of the Servicer during the calendar year beginning January 1, 1998 and ending on December 31, 1998 (the "Calendar Year") and of its performance under the servicing agreements, including the servicing agreement dated as of December 1, 1997 (the "Servicing Agreement"), by and among the Servicer, the Issuer, and the Indenture Trustee, has been made under my supervision. 2. To the best of my knowledge, based on such review, the Servicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations in all material respects throughout the Calendar Year. Capitalized terms not defined herein have the meanings set forth in the Servicing Agreement. IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Servicer. Dated: March 31, 1999 GMAC MORTGAGE CORPORATION By: Name: Mark Galambos Title: Vice President 1301 OFFICE CENTER DRIVE SUITE 200 FORT WASHINGTON, PA 19034 EX-99.3(C) 14 ANNUAL STATEMENT OF COMPLIANCE (logo) The Huntington Mortgage Company 7575 Huntington Park Drive Columbus, Ohio 43235 Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 12044-3562 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 1998 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Bradford C. Northcraft Officer Vice President Title EX-99.3(D) 15 ANNUAL STATEMENT OF COMPLIANCE (LOGO) National City Mortgage National City Mortgage Co.. 3232 Newmark Drive Miamisburg Ohio 45342 Telephone (937) 910-1200 Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer:. The undersigned Officer certifies the following for the 1998 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Norwest Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property, required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Officer Vice President Title 5/11/99 Date No one Cares More ! -----END PRIVACY-ENHANCED MESSAGE-----