0001056404-99-00079810-K/A NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1998-27 TRUST 19991222199912221653171652311652310 0001056404-99-000798 10-K/A 36 19981231 19991222 NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1998-27 TRUST 0001073360 6189 NY 1231 10-K/A 34 333-45021-25 99779268 11000 BROKEN LAND PARKWAY C/O NORWEST BANK MINNESOTA M N COLUMBIA MD 21044 3018468881 11000 BROKEN LAND PARKWAY C/O NORWEST BANK MINNESOTA M N COLUMBIA MD 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, 1998 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 333-45021-05 Norwest Asset Securities Corporation Mortgage Pass-Through Certificates Series 1998-27 Trust (Exact name of registrant as specified in its charter) New York 52-2133257 (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 1998-27 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 1998-27 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) BANCOKLAHOMA MTG b) BRENTON MTGS INC c) COLUMBIA NATIONAL INC d) COUNTRYWIDE FUNDING e) FARMERS STATE BANK & TRUST CO f) FT MTG COMPANIES g) HIBERNIA NATIONAL BANK h) HOMESIDE LENDING INC (FL) i) HUNTINGTON MTG CO j) NATIONAL CITY MTG CO k) NORWEST MTG INC l) SUN TRUST MTG INC (99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) BANCOKLAHOMA MTG b) BRENTON MTGS INC c) COLUMBIA NATIONAL INC d) COUNTRYWIDE FUNDING e) FARMERS STATE BANK & TRUST CO f) FT MTG COMPANIES g) HIBERNIA NATIONAL BANK h) HOMESIDE LENDING INC (FL) i) HUNTINGTON MTG CO j) NATIONAL CITY MTG CO k) NORWEST MTG INC l) SUN TRUST MTG INC (99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) BANCOKLAHOMA MTG b) BRENTON MTGS INC c) COLUMBIA NATIONAL INC d) COUNTRYWIDE FUNDING e) FARMERS STATE BANK & TRUST CO f) FT MTG COMPANIES g) HIBERNIA NATIONAL BANK h) HOMESIDE LENDING INC (FL) i) HUNTINGTON MTG CO j) NATIONAL CITY MTG CO k) NORWEST MTG INC l) SUN TRUST MTG INC (99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On December 4, 1998, a report on Form 8-K was 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. 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 1998-27 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 22, 1999 Exhibits Exhibit No. 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1998. a) BANCOKLAHOMA MTG b) BRENTON MTGS INC c) COLUMBIA NATIONAL INC d) COUNTRYWIDE FUNDING e) FARMERS STATE BANK & TRUST CO f) FT MTG COMPANIES g) HIBERNIA NATIONAL BANK h) HOMESIDE LENDING INC (FL) i) HUNTINGTON MTG CO j) NATIONAL CITY MTG CO k) NORWEST MTG INC l) SUN TRUST MTG INC 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) BANCOKLAHOMA MTG b) BRENTON MTGS INC c) COLUMBIA NATIONAL INC d) COUNTRYWIDE FUNDING e) FARMERS STATE BANK & TRUST CO f) FT MTG COMPANIES g) HIBERNIA NATIONAL BANK h) HOMESIDE LENDING INC (FL) i) HUNTINGTON MTG CO j) NATIONAL CITY MTG CO k) NORWEST MTG INC l) SUN TRUST MTG INC 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) BANCOKLAHOMA MTG b) BRENTON MTGS INC c) COLUMBIA NATIONAL INC d) COUNTRYWIDE FUNDING e) FARMERS STATE BANK & TRUST CO f) FT MTG COMPANIES g) HIBERNIA NATIONAL BANK h) HOMESIDE LENDING INC (FL) i) HUNTINGTON MTG CO j) NATIONAL CITY MTG CO k) NORWEST MTG INC l) SUN TRUST MTG INC 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) ERNST & YOUNG LLP 3900 One Williams Ctr. (74172) P.O. Box 1529 Tulsa, Oklahoma 74101 Phone: 918 560 3600 Fax: 918 560 3691 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 The Board of Directors BOK Financial Corporation and Subsidiaries (including Bank of Oklahoma, N.A.) We have examined management's assertion, included in the accompanying report titled Report of Management on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers, that Bank of Oklahoma's Mortgage Banking Division (the "Division") 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 the Division's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Division'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 Division'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 Division's compliance with specified requirements. In our opinion, management's assertion that the Division complied with the aforementioned requirements during the year ended December 31, 1998 is fairly stated, in all material respects. ERNST & YOUNG LLP March 23, 1999 EX-99.1(B) 3 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) BROOKS LODDEN P.C. certified public accountants Charles C. Brooks, III, CPA Telford A. Lodden, CPA, CFP, CVA James E. Benbow, CPA Bruce X. Hartley, CPA John E. Lamal, CPA INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors Brenton Mortgages, Inc. Des Moines, Iowa We have examined management's assertion about Brenton Mortgages, Inc.'s compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 1998 included in the accompanying management assertion. Management is responsible for Brenton Mortgages, Inc.'s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Brenton Mortgages, Inc.'s compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Brenton Mortgages, Inc.'s compliance with the minimum servicing standards. In our opinion, management's assertion that Brenton Mortgages, Inc. complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. BROOKS LODDEN P.C. West Des Moines, Iowa January 8, 1999 1441 29th Street, Suite 305 * West Des Moines, Iowa 50266 * Phone 515.223.7300 * Fax: 515.223.8778 EX-99.1(C) 4 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) ARTHUR ANDERSEN LLP INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors of Columbia National, Inc.: We have examined management's assertion about Columbia National, Inc.'s compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers and that Columbia National, Inc. had in effect a fidelity bond policy and an errors and omissions policy in the amount of $10,000,000 and $9,500,000, respectively, for the period January 1,1998 through December 30, 1998, and in the amount of $11,000,000 and $11,000,000, respectively, as of December 31,1998, included in the accompanying management's assertion. Management is responsible for Columbia National, Inc.'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 Columbia National, Inc.'s compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Columbia National, Inc.'s compliance with the minimum servicing standards. In our opinion, management's assertion that Columbia National, Inc. complied with the aforementioned minimum servicing standards and that Columbia National, Inc. had in effect a fidelity bond policy and an errors and omissions policy in the amount of $10,000,000 and $9,500,000, respectively, for the period January 1,1998 through December 30, 1998, and in the amount of $11,000,000 and $11,000,000, respectively, as of December 31, 1998 is fairly stated, in all material respects. Arthur Andersen LLP Washington, D.C.. February 18,1999 EX-99.1(D) 5 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) Accountants and Management Consultants The US 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.) ("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, 1999 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, 1999 is fairly stated, in all material respects. Grant Thornton LLP Los Angeles, California March 23, 1999 Suite 700 1000 Wilshire Blvd. Los Angeles, CA 90017-2464 Tel: 213 627-1717 Fax: 213 624-6793 EX-99.1(E) 6 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) KPMG Peat Marwick LLP 233 South 13th Street, Suite 1600 Lincoln, NE 68508-2041 Two Central Park Plaza Suite 1501 Omaha, NE 68102 Independent Accountants' Report The Board of Directors Farmers State Bank & Trust Co. of Superior: We have examined management's assertion about Farmers State Bank & Trust Co. of Superior's (the Bank) compliance with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers (USAP), except For minimum servicing standards V.4. and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-Family loans, as of and for the year ended December 31, 1998, included in the accompanying management assertion. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that the Bank has complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. KPMG Peat Marwick LLP March 17, 1999 EX-99.1(F) 7 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT ARTHUR ANDERSEN LLP (logo) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholder of FT Mortgage Companies: We have examined management's assertion about FT Mortgage Companies' (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) and that the Company had in effect a fidelity bond policy in the amount of $70,000,000 and an errors and omissions policy in the amount of $50,000,000 as of and for the year ended December 31,1998, included in the accompanying management assertion letter. Management is responsible for the Company's compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the minimum servicing standards and maintenance of a fidelity bond and errors and omissions policy based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, except for the matters disclosed therein, management's assertion that the Company complied with the aforementioned minimum servicing standards and that the Company had in effect a fidelity bond policy in the amount of $70,000,000 and an errors and omissions policy in the amount of $50,000,000 as of and for the year ended December 31, 1998, is fairly stated, in all material respects. Arthur Andersen, LLP Memphis, Tennessee, February 12, 1999. EX-99.1(G) 8 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (logo) ERNST& YOUNG LLP 4200 One Shell Square 701 Poydras Street New Orleans Louisiana 70139-9869 Phone: 504 581 581-4200 Report of Independent Auditors on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers The Directors' Audit Committee Hibernia Corporation We have examined management's assertion, included in the accompanying report titled Report of Management, that Hibernia National Bank (the Company), a wholly owned subsidiary of Hibernia Corporation, 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 the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a 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 year ended December 31, 1998, is fairly stated, in all material respects. Ernst & Young LLP March 18, 1999 EX-99.1(H) 9 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (logo) KPMG Peat Marwick LLP Suite 2700, Independent Square One Independent Drive RO. Box 190 Jacksonville, FL 32201-0190 Independent Auditors' Report The Board of Directors HomeSide Lending, Inc.: We have examined management's assertion about HomeSide Lending, Inc. and subsidiaries' (the Company's) compliance with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage-Bankers and that the Company had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively, as of September 30, 1998 and for the period from February 11, 1998 through September 30, 1998, included in the accompanying management assertion letter. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about, the Company's compliance with the minimum, servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that HomeSide Lending, Inc. and subsidiaries have complied in all material respects with the aforementioned minimum servicing standards and that the Company had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively, as of September 30, 1998 and for the period from February 11, 1998 through September 30, 1998 is fairly stated, in all material respects. KPMG Peat Marwick LLP December 11, 1998 (logo) EX-99.1(I) 10 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(J) 11 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(K) 12 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) KPMG Peat Marwick LLP 2500 Ruan Center RO. Box 772 Des Moines, IA 50303 INDEPENDENT AUDITORS' REPORT The Board of Directors Norwest Mortgage, Inc.: We have examined management's assertion about Norwest Mortgage Banking's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 1998, 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 with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998, is fairly stated, in al1 material respects. KPMG Peat Marwick LLP January 19, 1999 EX-99.1(L) 13 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To 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, 1998, 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 of 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, 1998 is fairly stated in all material respects. ARTHUR ANDERSEN LLP Atlanta, Georgia February 3, 1999 EX-99.2(A) 14 REPORT OF MANAGEMENT BOk Mortgage P.O. Box 35688 7060 South Yale Tulsa, Oklahoma 74153 Report of Management on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers We, as members of management of the Mortgage Banking Division of the Bank of Oklahoma (the "Division"), 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 the Division'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, we assert that during the year ended December 31, 1998, the Division complied with the minimum servicing standards set forth in the USAP. As of and for the same period, the Division had in effect a fidelity bond and errors and omissions policy in the amount of $30,000,000. March 23, 1999 David L. Laughlin President James S. Marshall, Jr. Senior Vice President & CFO EX-99.2(B) 15 REPORT OF MANAGEMENT Brenton Mortgages, Inc. 2805 Beaver Avenue, P.O. Box 133 Des Moines, Iowa 50310-0379 (515) 237-5412 Fax: (515) 237-5477 (800) 562-1247 (LOGO) As of and for the year ended December 31, 1998, Brenton Mortgages, 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, Brenton Mortgages, Inc. had in effect a fidelity bond in the amount of $45,000,000 aggregate, $15,000,000 single loss, and $100,000 deductible and an errors and omissions policy in the amount of $2,500,000 aggregate,$2,500,000 single loss, and $1,000 deductible. John Maier Vice President, Loan Administration 1-8-99 Date Mark Hoffschneider President 1/8/99 Date brp: yearend EX-99.2(C) 16 REPORT OF MANAGEMENT (LOGO) COLUMBIA NATIONAL Incorporated As of and for the year ended December 31, 1998, Columbia National, Inc. has complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's. Uniform Single Attestation Program for Mortgage Bankers. Columbia National, Inc. had in effect a fidelity bond policy and an error and omissions policy in the amount of $10,000,000 and $9,500,000, respectively, for the period January l, 1998 through December 30, 1998, and in the amount of $11,000,000 and $11,000,00, respectively, as of December 31, 1998. Mark C. Krebs Senior Vice President and Controller February 18, 1999 7142 Columbia Gateway Drive Columbia, MD 21046-2132 EX-99.2(D) 17 REPORT OF MANAGEMENT (LOGO) Countrywide 4500 Park Granada Calabasas, California 91302 (818) 225-30O0 March 23, 1999 Grant Thornton LLP 1000 Wilshire Boulevard, Suite 700 Los Angeles, CA 90017 Gentlemen: As of and for the year ended February 28, 1999, 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 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. Carlos M. Garcia Managing Director-Finance Chief Financial Officer and Chief Accounting Officer EX-99.2(E) 18 REPORT OF MANAGEMENT (LOGO) Farmers State Bank & Trust Management Assertion As of and for the year ended December 31, 1998, Farmers State Bank and Trust Co. of Superior (the 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, the Bank had in effect a fidelity bond in the amount of $2,275,000 and a mortgagee errors and omissions policy in the amount of $500,000. Edward J. Meekins Vice President Date: March 17, 1999 EX-99.2(F) 19 REPORT OF MANAGEMENT (logo) FT Mortgage Companies 2974 LBJ FREEWAY DALLAS, TX 75234 ATLANTIC COAST MORTGAGE CARL I. BROWN MORTGAGE MNC MORTGAGE HOMEBANC MORTGAGE FIRST TENNESSEE MORTGAGE SUNBELT NATIONAL MORTGAGE 972 484-5600 Arthur Andersen L.L.P. 100 Peabody Place, Suite 1100 Memphis, TN 38103-3625 Dear Sirs: As of and for the year ended December 31, 1998, FT Mortgage Companies and its wholly-owned subsidiary, First Tennessee Mortgage Services, Inc. (the "Company") has complied in all material respects, except for the matters disclosed in Exhibit I, with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond policy in the amount of $70,000,000 and an errors and omissions policy in the amount of $50,000,000. Gary B. Klinger Chief Financial Officer February 12, 1999 EXHIBIT I Matter #1: The Company is required to maintain a loan servicing file for each of the loans it services. During an inventory of files in prior years, the Company noted several missing files. The situation reported in the prior year still exists. Management Corrective Action The Company maintains collateral documentation files with the document custodians. For the existing portfolio, internal loan servicing files will be recreated as necessary. During 1998, the Company implemented imaging technology which will substantially reduce loss of internal documents in the future. Matter #2: The Company is required to analyze escrow balances for all loans on an annual basis. Testing in prior years revealed a group of loans on which an escrow analysis had not been performed in the preceding 12 months. The situation reported in the prior year still exists. Management Corrective Action Management controls this process through a weekly review of loans requiring escrow analysis and feels the procedures provide proper control. In some cases, loans may be excluded from analysis for a period of time. For example, analysis is not conducted on loans 30 or more days delinquent. Once cured, RESPA permits 60 additional days for completion of analysis. In addition, a "stop" can be placed on a loan pending resolution or a customer research inquiry. EX-99.2(H) 20 REPORT OF MANAGEMENT (logo) HOMESIDE LENDING, INC As of September 30, 1998 and for the period from February 11, 1998 to September 30, 1998, HomeSide Lending, Inc. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, HomeSide Lending, Inc. had in effect a fidelity bond and errors and omissions policy in the amount of $76 million and $20 million, respectively. William Glasgow, Jr. Executive Vice President December 11, 1998 Date Post Office Box 44090, Jacksonville, FL 32231-4090 904-281.3000 EX-99.2(I) 21 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(J) 22 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(K) 23 REPORT OF MANAGEMENT (LOGO) Norwest Mortgage, Inc. Home Campus Des Moines, IA 50328 515/221- 7300 Management Assertion As of, and for the year ended December 31, 1998, 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, and for the same period, Norwest Mortgage Banking had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively. Mark C. Oman Chairman and Chief Executive Officer January 19, 1999 Date Robert K. Chapman Executive Vice President and Chief Financial Officer January 19, 1999 Date Mike Heid Executive Vice President Loan Servicing January 19, 1999 Date EX-99.2(L) 24 REPORT OF MANAGEMENT SunTrust Mortgage, Inc. Mail Code CC-502 P.O. Box 4333 Atlanta, GA 30302 Tel (770) 352-5610 Fax (770) 352-5832 Ralph B. Carrigan President, Chief Operating Officer SUNTRUST (LOGO) February 3, 1999 Arthur Andersen LLP 133 Peachtree Street, NE Atlanta, Georgia 30303 Dear Sirs: As of and for the year ended December 31, 1998, 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, Ralph B. Carrigan President/COO RBC/amg EX-99.3(A) 25 ANNUAL STATEMENT OF COMPLIANCE (LOGO) BOk Mortgage 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 Asst. Vice President Title 3/30/99 Date EX-99.3(B) 26 ANNUAL STATEMENT OF COMPLIANCE Brenton Mortgages, Inc. 2805 Beaver Avenue, P.O. Box 133 Des Moines, Iowa 50310-0379 (515) 237-5412 Fax: (515) 237-5477 (800) 562-1247 (LOGO) Norwest Bank Minnesota, N.A. 1 I000 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 Foreclosures 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 John W. Maier Vice President Title 3/24/99 Date (LOGO) EX-99.3(C) 27 ANNUAL STATEMENT OF COMPLIANCE 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 6030P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: Officer Title Date 7142 COLUMBIA GATEWAY DRIVE PO BOX 3050 COLUMBIA MD 21045-6050 410 872-2000 EX-99.3(D) 28 ANNUAL STATEMENT OF COMPLIANCE OFFICER'S CERTIFICATE I, Jill Ballentine, hereby certify that I am the First Vice President, Loan Administration of Countrywide Home Loans, Inc., fka, Countrywide Funding Corporation, and further certifies the following for the fiscal year ended February 28, 1999: (A) That 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 is not paid could result in a lien or encumberance on any Mortgaged Property, have been paid with respect to any Mortgaged Property, the reason for non-payment has been reported to your designed representative; (C) 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, a description of each default or failure and the nature and status thereof has been reported to your designated representative; (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. Jill Ballentine Date 5/20/99 Vice President Loan Administration EX-99.3(E) 29 ANNUAL STATEMENT OF COMPLIANCE (LOGO) Attention: Master Servicing Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044 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 Agreement throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligation, 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, Polling and Servicing Agreement and/or Seller/Servicers 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 in any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the nonpayment 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: Edward J. Meekins Vice President March 30,1999 Mortgage Loan Department P.O. Box 268 Superior, Nebraska 68978-0268 * Fax 432-879-4895 * Phone 402 877-4450 EX-99.3(F) 30 ANNUAL STATEMENT OF COMPLIANCE ANNUAL SERVICING CERTIFICATION In connection with the loans serviced by FT Mortgage Companies during fiscal year December 31, 1998, we confirm the following to be materially correct and accurate to the best of our knowledge, information and belief: 1. Real estate taxes, special assessments and any charges that may become a lien upon the property and which come due in the last calendar year have been paid. This also includes the verification with taxing authorities for non-escrowed mortgages. 2. FHA insurance premiums or private mortgage insurance premiums, if applicable, have been paid and are in full force and effect. 3. Properties are adequately insured and your interest, as Mortgagee, is properly provided for in the mortgage clause. This includes both flood and hazard insurance. 4. For those loans being escrowed for the payment of taxes and insurance, sufficient amounts are being collected monthly to provide for payment of future items. 5. Property inspections have been completed according to the provisions of our servicing agreement, if applicable. 6. All other provisions of the servicing agreement have been adhered to. 7. To the extent there exist any exceptions to the foregoing that are deemed to be material in nature, such exception(s) will be recited in an Exhibit attached hereto and accompanied by an explanation thereof. In the event no Exhibit is attached hereto, it is to be presumed that no exceptions of a material nature to the foregoing exist. By: (Signature) Linda Williams (Printed Name) Vice President, Escrow Services (Title) March 31, 1999 (Date) EX-99.3(G) 31 ANNUAL STATEMENT OF COMPLIANCE (LOGO) HIBERNIA Member FDIC March 31, 1999 Norwest Bank Attn: Peter Gobell 11000 Brokenland Parkway Columbia, MD 21044 RE: 1998 Annual Certification Dear Sir or Madam: In accordance with our Sale and Servicing Agreement, Hibernia National Bank certifies the following for the year of 1998. 1. That all hazard, flood, or other casualty insurance and FHA or other mortgage insurance premiums, taxes, ground rents, assessments and other charges have been paid. 2. That the requirements of the 1984 Tax Reform Act concerning the reporting of mortgage interest received, and the abandonment and foreclosure of mortgage properties have been met. 3. That all required interest rate and payment changes have been made in accordance with the terms of each ARM and GPARM that we service. 4. That all active borrowers with mortgages insured under FHA Section 23S have been recertified. 5. That none of the principal officers has been removed from the fidelity and errors and omissions coverage. 6. That information pertaining to delinquent and foreclosed mortgages has been reported to the appropriate credit bureaus as required. Hibernia National Bank maintains a Blanket Bond insurance policy and an Errors, Omissions, and Mortgage Impairment policy with Lloyds of London. Limits and deductibles are within the guidelines recommended by the American Bankers Association. Enclosed is Hibernia Corporation's 1998 Annual Report, which was prepared by Ernst and Young, Certified Public Accountants, New Orleans, Louisiana. The annual report includes the consolidated operating results of Hibernia Corporation and its major subsidiary, Hibernia National Bank of Louisiana. Ernst and Young also conducted an independent audit of our Mortgage Servicing operations in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers. A certification of the audit is enclosed. Hibernia National Bank's servicing portfolio now contains approximately 54,755 mortgage loans totaling over $4.1 billion. We have enclosed a contact list to assist you in contacting key members of our staff if you have any questions or concerns about your portfolio. As members of the Hibernia team, we look forward to continuing to serve you in the future. Very truly yours, James T. Dean Senior Vice President/Servicing Manager Mortgage Loan Servicing Department JTD:jam Enclosures EX-99.3(H) 32 ANNUAL STATEMENT OF COMPLIANCE (LOGO) HOMESIDE LENDING, INC. October 16, 1998 Ms. Kimberly J. Wiggins Contracts & Comp. Administrator Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Officer's Certificate Fiscal Year Ending 9/30/98 Dear Ms. Wiggins: As an officer of HomeSide Lending, Inc. (HomeSide), I certify to the best of my knowledge to the following for the 1998 fiscal year: 1. I have reviewed the activities and performance of the servicing activities of HomeSide during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of my knowledge, HomeSide has fulfilled all of its duties, responsibilities or obligations under these agreements throughout such year, or if there has been a default or failure of HomeSide to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Norwest Bank Minnesota, N.A.; 2. I have confirmed that HomeSide is currently an approved FNMA or FHLMC servicer in good standing; 3. I have confirmed that the fidelity bond, the errors and omissions insurance policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; 4. All premiums for each hazard insurance policy, flood insurance policy (if applicable) and primary mortgage insurance policy (if applicable), with respect to each mortgaged property, have been paid and that all such insurance policies are in full force and effect; 5. All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any mortgaged property, have been paid as and when due. 6. All custodial accounts have been reconciled and are properly funded; and 7. All annual reports of Foreclosure and Abandonment of Mortgage Property required per Section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Sincerely, Terry Salazar Vice President lp Post Office Box 44090, Jacksonville, FL 32231-4090 * 904-281-3000 EX-99.3(I) 33 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(J) 34 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 ! EX-99.3(K) 35 ANNUAL STATEMENT OF COMPLIANCE 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 4/2/99 Date EX-99.3(L) 36 ANNUAL STATEMENT OF COMPLIANCE (LOGO) Norwest Banks 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-MANAGER OF SUN TRUST MORTGAGE INC. JULY 27, 1999 Date