<PAGE>
10-K
ANNUAL REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 1999
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 333-30082
-------------------------------- ---------------
Chase Commercial Mortgage Securities Corp. (Issuer in respect of
Commercial Mortgage Pass-Through Certificates, Series 1996-1,
Series 1996-2, Series 1997-1, Series 1997-2, Series 1998-1,
Series 1998-2,
Series 1999-1 and Series 1999-2)
(formerly known as "Chemical Commercial Mortgage Securities Corp.")
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(Exact name of registrant as specified in its charter)
NY 13-3728743
- -------------------------------------- -----------------------------------
(State of Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Identification Number)
270 Park Avenue 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
<PAGE>
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such reports), and (2) has been
subject to such filing requirements for the last 90 days:
YES __X__ NO _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. NOT APPLICABLE.
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked priced of such stock, as of a specified date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405). NOT APPLICABLE.
Introductory Note
This Annual Report on Form 10-K is filed in accordance with a letter to
the Office of Chief Counsel, Division of Corporate Finance of the Securities and
Exchange Commission (the "Division"), dated September 17, 1996, requesting
advise from the Division that it will raise no objection if Chase Commercial
Mortgage Securities Corp. (the "Registrant") files reports pursuant to Section
15(d), 13 and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in the manner described therein, submitted to the Office of
Chief Counsel on behalf of the Registrant. Accordingly, responses to certain
Items have been omitted from or modified in this Annual Report on Form 10-K.
Each series (a "Series") of the Registrant's Commercial Mortgage
Pass-Through Certificates (the "Certificates"), represent and beneficial
ownership interest in a trust fund (a "Trust Fund") consisting, among other
things, of a segregated pool of multifamily and or/or commercial mortgage loans
(the "Mortgage Loans"). The registrant has acted as depositor for the following
series of commercial mortgage pass-through certificates:
Series 1996-1
Series 1996-2
Series 1997-1
Series 1997-2
Series 1998-1
Series 1998-2
Series 1999-1
Series 1999-2
<PAGE>
Part I
Item 1. Business
Omitted.
Item 2. Properties
Information regarding the mortgaged properties will be included in the
Accountant's Statements and Annual Statements of Compliance filed under Item 14
hereof, as described in Item 14 hereof.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings as it
relates to each Series involving the Registrant, the Certificates, the Servicer,
Special Servicer, the Trust Fund or any material pending legal proceeding, other
than routine litigation incidental to the applicable trustee, servicer, special
servicer, or the Registrant's duties under the related pooling and servicing
agreement.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders for any Series
during the fiscal year covered by this report.
<PAGE>
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters
(a) (1) To the knowledge of the Registrant, there is no established
public market for the Certificates of any Series
(2) To the knowledge of the Registrant, there are no reported high
and low bid quotations for any of the Certificates.
(b) The records of the Registrant indicate that as of December 31, 1999,
the following Series had the following number of holders of record:
Series 1996-1: 4
Series 1996-2: 7
Series 1997-1: 7
Series 1997-2: 7
Series 1998-1: 7
Series 1998-2: 7
Series 1999-1: 8
Series 1999-2: 8
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
See Item 14(a).
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
<PAGE>
Part III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compliance
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted.
Item 13. Certain Relationships and Related Transactions
Omitted.
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K
(a) Exhibits
99.1 Servicer and Special Servicer Annual Statement of Compliance
For each of the following Series (Servicer listed first,
Special Servicer second):
(i) Series 1996-1: The Chase Manhattan Bank,
Lennar Partners, Inc.*
(ii) Series 1996-2: The Chase Manhattan Bank, Lennar
Partners, Inc.*
(iii) Series 1997-1: The Chase Manhattan Bank, Amresco
Management, Inc. ("Amresco").
(iv) Series 1997-2: The Chase Manhattan Bank, Lennar
Partners, Inc.*
(v) Series 1998-1: The Chase Manhattan Bank, Orix Real
Estate Capital Markets, LLC ("Orix")
(vi) Series 1998-2: GMAC Commercial Mortgage
Corporation*, The Chase Manhattan Bank
(Subservicer)
(vii) Series 1999-1: The Chase Manhattan Bank,
Orix
99.2 Report prepared by Servicer's and Special Servicer's certified
independent accountant's concerning their respective duties
for the year ended December 31, 1999 (Servicer's accountants
listed first, Special Servicer's second):
(i) Series 1996-1: Price Waterhouse Coopers LLP*, Deloitte &
Touche, LLP
(ii) Series 1996-2: Price Waterhouse Coopers LLP (see Exhibit
99.2 (i)), Deloitte & Touche, LLP (see Exhibit 99.2(i))
(iii) Series 1997-1: Price Waterhouse Coopers LLP (see Exhibit
99.2 (i)), Deloitte & Touche LLP
(iv) Series 1997-2: Price Waterhouse Coopers LLP (see Exhibit
99.2 (i)), Deloitte & Touche, LLP (see Exhibit 99.2(i))
(v) Series 1998-1: Price Waterhouse Coopers LLP (see Exhibit
99.2 (i)), Independent Accountants of Orix*
(vi) Series 1998-2: Independent Accountants of
GMAC Commercial Mortgage Corporation*,
(see Exhibit 99.2(i))
(vii) Series 1999-1: Price Waterhouse Coopers LLP
(see Exhibit 99.2(i)), Independent Accountants
of Orix (see Exhibit 99.2(v))
<PAGE>
*Unavailable on date of filing. To be filed upon receipt by the
Registrant.
(b) Reports on Form 8-K during the last quarter of the prior calendar year.
(i) Reports on Form 8-K dated as of October 1, 1999, October 29,
1999, December 8, 1999 and December 30, 1999 in response to
Item 5 (other events) of Form 8-K were filed with respect to
information contained in the Distribution Date Statement for
each Series delivered for the Distribution Date occurring in
September, October, November and December 1999, respectively.
(ii) Reports on Form 8-K were filed during the last quarter of the
prior calendar year for the following series:
(A) Series 1999-2
November 9, 1999 in response to Item 5
(collateral/structural term sheets)
November 16, 1999 in response to Item 5
(computations materials)
<PAGE>
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.
Dated: March 29, 2000
Chase Commercial Mortgage
Securities Corp.
by The Chase Manhattan Bank
By: /s/ Janice M. Smith
-----------------------------------
Name: Janice M. Smith
Title: Managing Director
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
<PAGE>
INDEX TO EXHIBITS
99.1 Servicer and Special Servicer Annual Statement of Compliance
For each of the following Series (Servicer listed first,
Special Servicer second):
(i) Series 1996-1: The Chase Manhattan Bank,
Lennar Partners, Inc.*
(ii) Series 1996-2: The Chase Manhattan Bank,
Lennar Partners, Inc.*
(iii) Series 1997-1: The Chase Manhattan Bank,
Amresco Management, Inc. ("Amresco").
(iv) Series 1997-2: The Chase Manhattan Bank,
Lennar Partners, Inc.*
(v) Series 1998-1: The Chase Manhattan Bank,
Orix Real Estate Capital Markets, LLC
("Orix").
(vi) Series 1998-2: GMAC Commercial Mortgage
Corporation*, The Chase Manhattan Bank
(Subservicer)
(vii) Series 1999-1: The Chase Manhattan Bank,
First Union National Bank (Subservicer),
Orix
99.2 Report prepared by Servicer's and Special Servicer's certified
independent accountant's concerning their respective duties
for the year ended December 31, 1999 (Servicer's accountants
listed first, Special Servicer's second):
(i) Series 1996-1: Price Waterhouse Coopers LLP*,
Deloitte & Touche, LLP
(ii) Series 1996-2: Price Waterhouse Coopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche, LLP
(see Exhibit 99.2(i))
(iii) Series 1997-1: Price Waterhouse Coopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche LLP
(iv) Series 1997-2: Price Waterhouse Coopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche, LLP
(see Exhibit 99.2(i))
(v) Series 1998-1: Price Waterhouse Coopers LLP
(see Exhibit 99.2 (i)),
Independent Accountants of Orix*
(vi) Series 1998-2: Independent Accountants of
GMAC Commercial Mortgage Corporation*
(see Exhibit 99.2(i))
(vii) Series 1999-1: Price Waterhouse Coopers LLP
(see Exhibit 99.2 (i)), KMPG LLP,
Independent Accountants of Orix
(see Exhibit 99.2(v))
*Unavailable on date of filing. To be filed upon receipt by the
Registrant.
<PAGE>
Exhibit 99.1(i)
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[CHASE Logo]
OFFICER CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1999
Commercial Mortgage Pass Through Certificates
Series 1996-1 of Chase Commercial Mortgage Securities
Corp. (the "Company")
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of July 1, 1996 by and among Chase Commercial Mortgage Securities
Corporation As Depositor, The Chase Manhattan Bank, as Servicer, Lennar
Partners, Inc. as Special Servicer, LaSalle National Bank, as Trustee, with
respect to Commercial Mortgage Pass-Through Certificates, Series 1996-1 (the
"Agreement"). Capitalized terms used herein not otherwise defined shall the
meanings assigned in the Agreement.
1. A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer under the Pooling and Servicing
Agreement, during the preceding year, and its performance under the
Pooling Agreement, has been made under this officer's supervision; and
2. To the best of this officer's knowledge, we have maintained an effective
internal control system relating to our servicing of the Mortgaged Loans
and have fulfilled our obligations throughout such year.
3. The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or any
other governmental agency.
4. Terms not separately defined herein have the meanings specified in
the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 23 day of March, 2000
/s/ Janice Smith
-------------------------------
Janice M. Smith, Vice President
Chase Commercial Mortgage Bank
380 Madison Avenue, New York, NY 10017
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CHASE COMMERCIAL MORTGAGE BANKING CORP.
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<PAGE>
Exhibit 99.1(ii)
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[CHASE Logo]
OFFICER CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1999
Commercial Mortgage Pass Through Certificates
Series 1996-2 of Chase Commercial Mortgage Securities
Corp. (the "Company")
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of December 1, 1996 by and among Chase Commercial Mortgage
Securities Corporation As Depositor, The Chase Manhattan Bank, as Servicer,
Lennar Partners, Inc., as Special Servicer, LaSalle National Bank, as
Trustee, with respect to Commercial Mortgage Pass-Through Certificates,
Series 1996-2 (the "Agreement'). Capitalized terms used herein not otherwise
defined shall the meanings assigned in the Agreement.
1. A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer under the Pooling and Servicing
Agreement, during the preceding year, and its performance under the
Pooling Agreement, has been made under this officer's supervision; and
2. To the best of this officer's knowledge, we have maintained an effective
internal control system relating to our servicing of the Mortgaged Loans
and have fulfilled our obligations throughout such year.
3. The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or any
other governmental agency.
4. Terms not separately defined herein have the meanings specified in
the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 23 day of March, 2000
/s/ Janice Smith
-------------------------------
Janice M. Smith, Vice President
Chase Commercial Mortgage Bank
380 Madison Avenue, New York, NY 10017
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CHASE COMMERCIAL MORTGAGE BANKING CORP.
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<PAGE>
Exhibit 99.1(iii)
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[CHASE Logo]
OFFICER CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1999
Commercial Mortgage Pass Through Certificates
Series 1997-1 of Chase Commercial Mortgage Securities
Corp. (the "Company")
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of June 1, 1997 by and among Chase Commercial Mortgage Securities
Corporation As Depositor, The Chase Manhattan Bank, as Servicer, AMRESCO,
Inc. as Special Servicer, LaSalle National Bank, as Trustee, with respect to
Commercial Mortgage Pass-Through Certificates, Series 1997-1 (the
"Agreement'). Capitalized terms used herein not otherwise defined shall the
meanings assigned in the Agreement.
1. A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer under the Pooling and Servicing
Agreement, during the preceding year, and its performance under the
Pooling Agreement, has been made under this officer's supervision; and
2. To the best of this officer's knowledge, we have maintained an effective
internal control system relating to our servicing of the Mortgaged Loans
and have fulfilled our obligations throughout such year.
3. The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or any
other governmental agency.
4. Terms not separately defined herein have the meanings specified in
the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 23 day of March, 2000
/s/ Janice Smith
-------------------------------
Janice M. Smith, Vice President
Chase Commercial Mortgage Bank
380 Madison Avenue, New York, NY 10017
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CHASE COMMERCIAL MORTGAGE BANKING CORP.
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<PAGE>
[A M R E S C O Logo]
March 14, 2000
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
LaSalle National Bank
135 South LaSalle Street Suite 1740
Chicago, Illinois 60674-4107
Attention: Asset Backed Securities Trust Services - Chase Commercial
Mortgage Securities Corp., Series 1997-1
Ladies & Gentlemen:
Reference is made to the Pooling and Servicing Agreement dated as of June 1,
1997, among Chase Commercial Mortgage Securities Corporation, as Depositor, The
Chase Manhattan Bank, as Servicer, Midland Loan Services, L.P. ("MDS") as
Special Servicer, LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., as
Fiscal Agent, entered into in connection with Commercial Mortgage Pass-Through
Certificates Series 1997-1 (the "PSA"). Effective August 1, 1998, AMRESCO
Management, Inc. ("AMI") assumed all of its rights, duties and obligations as
Special Servicer under the PSA.
As Vice President of AMI, I have delegated to specified officers ("Officers")
the responsibility for reviewing and monitoring the activities of AMI, and of
our performance under the PSA.
Accordingly, pursuant to Section 3.13 of the PSA and in accordance with
certifications made to me by each of the Officers, AMI certifies the following:
(1) A review of the activities of AMI for the period from January 1, 1999 to
December 31, 1999 and of its performance under this PSA has been made
under the supervision of the Officers, who have in turn been under my
supervision;
(2) To the best of my knowledge and the Officers' knowledge, based on such
review, AMI has fulfilled its obligations as Special Servicer in all
material respects under the PSA throughout the period from January 1, 1999
to December 31, 1999;
(3) No sub-servicers, other than affiliates of AMI, were used by AMRESCO with
respect to its duties under the PSA during the period from January 1, 1999
to December 31, 1999; and
AMRESCO INC.
700 North Pearl Street o Suite 2400 o LB 342 o
Dallas Texas 75201-7424 214-953.7700
http://www amresco.com
<PAGE>
LaSalle National Bank
March 14, 2000
Page 2
(4) To the best of my knowledge and the Officers' knowledge, AMI has not
received any notice regarding the qualification, or challenging the status
of either the Lower-Tier REMIC or the Upper-Tier REMIC, as a REMIC from
the Internal Revenue Service or any other governmental agency or body.
Please refer to the enclosed independent accountants' report dated February 28,
2000, delivered pursuant to Section 3.14 of the PSA, which discusses the results
of their review of our activities under this PSA and which is incorporated
herein by reference.
Very truly yours,
/s/ Michael Carp
- -----------------
Michael Carp
Vice President
AMRESCO Management, Inc.
Enclosures
cc: Chase Commercial Mortgage Securities Corp.
380 Madison Avenue
New York, New York 10017
Attn: Jacqueline R. Slater, President
Chase Commercial Mortgage Securities Corp.
380 Madison Avenue
New York, New York 10017
Attn: Jeanne M. Mininall, Esq.
The Chase Manhattan Bank
450 West 33rd Street, 1 5th Floor
New York, New York 10001
Attn: Structured Finance Services (MBS)
Duff & Phelps Credit Rating Co.
55 E. Monroe Street, 35th Floor
Chicago, IL 60603
Attention: Structured Finance - Commercial Real Estate Monitoring
Standard & Poor's Rating Service
26 Broadway
New York, NY 10004
Attention: Commercial Mortgage Surveillance
<PAGE>
Exhibit 99.1(iv)
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[CHASE Logo]
OFFICER CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1999
Commercial Mortgage Pass Through Certificates
Series 1997-2 of Chase Commercial Mortgage Securities
Corp. (the "Company")
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of December 1, 1997 by and among Chase Commercial Mortgage
Securities Corporation As Depositor, The Chase Manhattan Bank, as Servicer,
Lennar Partners, Inc. as Special Servicer, State Street Bank & Trust Co., as
Trustee, with respect to Commercial Mortgage Pass-Through Certificates,
Series 1997-2 (the "Agreement'). Capitalized terms used herein not otherwise
defined shall the meanings assigned in the Agreement.
1. A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer under the Pooling and Servicing
Agreement, during the preceding year, and its performance under the
Pooling Agreement, has been made under this officer's supervision; and
2. To the best of this officer's knowledge, we have maintained an effective
internal control system relating to our servicing of the Mortgaged Loans
and have fulfilled our obligations throughout such year.
3. The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or any
other governmental agency.
4. Terms not separately defined herein have the meanings specified in
the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 23 day of March, 2000
/s/ Janice Smith
-------------------------------
Janice M. Smith, Vice President
Chase Commercial Mortgage Bank
380 Madison Avenue, New York, NY 10017
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CHASE COMMERCIAL MORTGAGE BANKING CORP.
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<PAGE>
Exhibit 99.1(v)
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[CHASE Logo]
OFFICER CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1999
Commercial Mortgage Pass Through Certificates
Series 1998-1 of Chase Commercial Mortgage Securities
Corp. (the "Company")
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of May 1, 1998 by and among Chase Commercial Mortgage Securities
Corporation As Depositor, The Chase Manhattan Bank, as Servicer, ORIX Real
Estate Capital Markets, LLC as Special Servicer, State Street Bank & Trust
Co, as Trustee, with respect to Commercial Mortgage Pass-Through
Certificates, Series 1998-1 (the "Agreement'). Capitalized terms used herein
not otherwise defined shall the meanings assigned in the Agreement.
1. A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer under the Pooling and Servicing
Agreement, during the preceding year, and its performance under the
Pooling Agreement, has been made under this officer's supervision; and
2. To the best of this officer's knowledge, we have maintained an effective
internal control system relating to our servicing of the Mortgaged Loans
and have fulfilled our obligations throughout such year.
3. The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or any
other governmental agency.
4. Terms not separately defined herein have the meanings specified in
the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 23 day of March, 2000
/s/ Janice Smith
---------------------------------
Janice M. Smith, Vice President
Chase Commercial Mortgage Bank
380 Madison Avenue, New York, NY 10017
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CHASE COMMERCIAL MORTGAGE BANKING CORP.
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<PAGE>
ORIX Real Estate
Capital Markets, LLC
Paul Smyth
1717 Main Street, 12th Floor
Dallas, TX 75201
214-237-2010
March 3, 2000
ANNUAL STATEMENT AS TO COMPLIANCE
Special Servicing
Ladies and Gentlemen:
This Officer's Certificate is provided to you by ORIX Real Estate Capital
Markets, LLC ("ORECM") pursuant to the terms outlined in the applicable sections
of certain Agreements as referenced in the attached Exhibit A, relative to the
securitization for which ORECM serves as Special Servicer
The undersigned officer, on behalf of ORECM, hereby inform you (i) that, a
review of the activities of ORECM as Special Servicer and of its performance
under each respective agreement has been made under the undersigned" supervision
for the period of time commencing January 1, 1999 through December 31, 1999 or a
portion thereof, (ii) that, to the best of such undersigned's knowledge, based
on such review, it has fulfilled all of its obligations under the agreement and
has maintained an effective internal control system relating to its servicing of
the Mortgage Loans serviced by it, throughout such period, and (iii) that, the
undersigned has received no notice regarding qualification, nor challenging the
status of the REMIC's from the IRS or any other governmental body.
Also, please find attached, an Annual Independent Public Accountant's Servicing
Report performed by Pricewaterhouse Coopers, L.L.P. relative to the assets being
serviced by ORECM for the period beginning January 1, 1999 through December 31,
1999.
Duplicates of these documents are being simultaneously sent to all parties
listed on Exhibit B for receipt by March 15, 2000.
If you have any questions or comments relative to the attached documents, please
call me at 214-237-2010.
Sincerely,
ORIX Real Estate
Capital Markets, LLC
By: /s/ Paul Smyth
-------------------------
Paul Smyth
Managing Director, Servicing
Attachments: Annual Independent Public Accountant's Servicing Report
Exhibit A
Exhibit B
<PAGE>
Exhibit 99.1(vi)
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[CHASE Logo]
OFFICER CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1999
Commercial Mortgage Pass Through Certificates
Series 1998-2 of Chase Commercial Mortgage Securities
Corp. (the "Company")
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of November 10, 1998 by and among Chase Commercial Mortgage
Securities Corporation As Depositor, GMAC Commercial Mortgage, as Servicer,
And as Special Servicer, State Street Bank & Trust Co, as Trustee, with
respect to Commercial Mortgage Pass-Through Certificates, Series 1998-2 (the
"Agreement'). Capitalized terms used herein not otherwise defined shall the
meanings assigned in the Agreement.
1. A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Sub-Servicer under the Pooling and Servicing
Agreement, and Sub-Servicing Agreement during the preceding year, and its
performance has been made under this officer's supervision; and
2. To the best of this officer's knowledge, we have maintained an effective
internal control system relating to our servicing of the Mortgaged Loans
and have fulfilled our obligations throughout such year.
3. The Sub-Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or any
other governmental agency.
4. Terms not separately defined herein have the meanings specified in
the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 23 day of March, 2000
/s/ Janice Smith
---------------------------------
Janice M. Smith, Vice President
Chase Commercial Mortgage Bank
380 Madison Avenue, New York, NY 10017
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CHASE COMMERCIAL MORTGAGE BANKING CORP.
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<PAGE>
Exhibit 99.1(vii)
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[CHASE Logo]
OFFICER CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1999
Commercial Mortgage Pass Through Certificates
Series 1999-1 of Chase Commercial Mortgage Securities
Corp. (the "Company")
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of August 10, 1999 by and among Chase Commercial Mortgage Securities
Corporation As Depositor, The Chase Manhattan Bank, as Servicer, Orix Real
Estate Capital Markets, LLC as Special Servicer, State Street Bank & Trust
Co, as Trustee, with respect to Commercial Mortgage Pass-Through
Certificates, Series 1999-1 (the "Agreement'). Capitalized terms used herein
not otherwise defined shall the meanings assigned in the Agreement.
1. A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer under the Pooling and Servicing
Agreement, and Sub-Servicing Agreement during the preceding year, and its
performance has been made under this officer's supervision; and
2. To the best of this officer's knowledge, we have maintained an effective
internal control system relating to our servicing of the Mortgaged Loans
and have fulfilled our obligations throughout such year.
3. The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or any
other governmental agency.
4. Terms not separately defined herein have the meanings specified in
the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 23 day of March, 2000
/s/ Janice Smith
----------------------------------
Janice M. Smith, Vice President
Chase Commercial Mortgage Bank
380 Madison Avenue, New York, NY 10017
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CHASE COMMERCIAL MORTGAGE BANKING CORP.
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<PAGE>
[First Union National Bank Letterhead]
NC1075
Structured Products Servicing
8739 Research Drive, URP4
Charlotte, NC 28288-1075
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of August 10, 1999 by and among Chase Commercial Mortgage Securities
Corporation as Depositor, The Chase Manhattan Bank as Servicer, ORIX Real Estate
Capital Markets, LLC as Special Servicer, and State Street Bank and Trust
Company as Trustee, with respect to Commercial Mortgage Pass-Through
Certificates, Series 1999-1 (the "Agreement"). Capitalized terms used herein not
otherwise defined shall have the meanings assigned in the Agreement.
Pursuant to the requirements of Section 3.01 of that certain Sub-Servicing
Agreement, dated as of August 10, 1999 between First Union National Bank, (the
"Sub-Servicer") and The Chase Manhattan Bank, (the "Servicer"), referencing
Section 3.13 of the Agreement, Timothy S. Ryan and Timothy E. Steward, Vice
Presidents of the Sub-Servicer do hereby certify that:
1. A review of the servicing operations of the Sub-Servicer during the
period from August 26, 1999 through December 31, 1999 and of the
Sub-Servicer's performance under the Sub-Servicing Agreement during
such period has been made under our supervision; and
2. To the best of our knowledge, based on such review, the Sub-Servicer
has fulfilled all its obligations under the Sub-Servicing Agreement
in all material respects throughout the period August 26, 1999
through December 31, 1999.
3. The Sub-Servicer, has received no notice regarding qualification, or
challenging the status, of any portion of the Trust Fund as a REMIC
from the Internal Revenue Service or any other governmental agency
or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 10th day of March, 2000.
/s/ Timothy S. Ryan
-------------------------------------
Timothy S. Ryan, Vice President
First Union National Bank
/s/ Timothy E. Steward
-------------------------------------
Timothy E. Steward, Vice President
First Union National Bank
<PAGE>
ORIX Real Estate
Capital Markets, LLC
Paul Smyth
1717 Main Street, 12th Floor
Dallas, TX 75201
214-237-2010
March 3, 2000
ANNUAL STATEMENT AS TO COMPLIANCE
Special Servicing
Ladies and Gentlemen:
This Officer's Certificate is provided to you by ORIX Real Estate Capital
Markets, LLC ("ORECM") pursuant to the terms outlined in the applicable sections
of certain Agreements as referenced in the attached Exhibit A, relative to the
securitization for which ORECM serves as Special Servicer
The undersigned officer, on behalf of ORECM, hereby inform you (i) that, a
review of the activities of ORECM as Special Servicer and of its performance
under each respective agreement has been made under the undersigned" supervision
for the period of time commencing January 1, 1999 through December 31, 1999 or a
portion thereof, (ii) that, to the best of such undersigned's knowledge, based
on such review, it has fulfilled all of its obligations under the agreement and
has maintained an effective internal control system relating to its servicing of
the Mortgage Loans serviced by it, throughout such period, and (iii) that, the
undersigned has received no notice regarding qualification, nor challenging the
status of the REMIC's from the IRS or any other governmental body.
Also, please find attached, an Annual Independent Public Accountant's Servicing
Report performed by Pricewaterhouse Coopers, L.L.P. relative to the assets being
serviced by ORECM for the period beginning January 1, 1999 through December 31,
1999.
Duplicates of these documents are being simultaneously sent to all parties
listed on Exhibit B for receipt by March 15, 2000.
If you have any questions or comments relative to the attached documents, please
call me at 214-237-2010.
Sincerely,
ORIX Real Estate
Capital Markets, LLC
By: /s/ Paul Smyth
--------------------------
Paul Smyth
Managing Director, Servicing
Attachments: Annual Independent Public Accountant's Servicing Report
<PAGE>
Exhibit 99.2(i)
DELOITTE &
TOUCHE
- -------------- --------------------------------------------------------
DELOITTE & TOUCHE LLP Telephone: (305) 358-4141
Certified Public Accountants Facsimile: (305) 372-3160
Suite 400
200 South Biscayne Boulevard
Miami, Florida 33131-2310
INDEPENDENT ACCOUNT'S REPORT
To the Board of Directors of
Lennar Partners, Inc.:
We have examined management's assertion about Lennar Partners, Inc.'s (the
"Company") compliance with the minimum servicing standards identified in the
Mortgage Banker's Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP) as applicable to the special servicing of commercial
and multifamily mortgage loans as of and for the year ended December 31, 1999
included in the accompanying management assertion. Management is responsible for
the Company's compliance with those applicable 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
applicable 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 applicable minimum
servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned applicable minimum servicing standards as of and for the year
ended December 31, 1999 is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
- -------------------------
March 1, 2000
<PAGE>
LENNAR PARTNERS
- --------------------------------------------------------------------------------
An LNR Company
March 1, 2000
LaSalle Bank, N.A.
135 LaSalle Street, Suite 1625
Chicago, IL 60603
Attention: Asset-Backed Securities
Chase Commercial Mortgage Securities Corp., Series 1996-1
Re: Annual Independent Public Accountant's Servicing Report
Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 1996-1
To whom it may concern:
As of and for the year ended December 31, 1999, Lennar Partners, Inc. has
complied in all material respects with the applicable minimum servicing
standards set forth in the Mortgage Bankers Association of American's Uniform
Single Attestation Program for Mortgage Bankers applicable to the commercial and
multifamily mortgages for the special servicer as noted in the attachment to
this assertion. As of and for the same period, Lennar Partners, Inc. had in
effect a fidelity bond in the amount of $7,500,000 and an errors and omissions
policy in the amount of $10,000,000.
Sincerely,
LENNAR PARTNERS, INC.
/s/ Susan K. Chapman
- --------------------
Susan K. Chapman
Vice President
cc: Chase Manhattan Bank
CCMB Servicing Division
380 Madison Avenue, 11th Floor
New York, NY 10017
Attention: Janice Smith, V.P.
Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Structured Finance Services (MBS)
<PAGE>
Fitch Investors Service L.P.
One State Street Plaza, 33rd Floor
New York, NY 10004
Attention: Commercial Mortgage Surveillance Group
Standard & Poor's Ratings Group
25 Broadway
New York, NY 10003
Attention: Commercial Mortgage Surveillance Group
<PAGE>
Exhibit 99.2(iii)
[Deloitte & Touche Logo]
Deloitte & Touche LLP Telephone: (214) 777-7000
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas Texas75201-6778
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of AMRESCO Management, Inc.:
We have examined the accompanying management assertion that AMRESCO Management,
Inc. (the "Company") (a wholly owned subsidiary of AMRESCO, INC.) complied with
the minimum servicing standards identified in the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP")
(see attached Appendix) as of and for the year ended December 31, 1999.
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 conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Company's compliance with the minimum
servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1999, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
February 28, 2000
<PAGE>
APPENDIX
AMRESCO MANAGEMENT, INC.
SERVICING STANDARDS OF THE MORTGAGE BANKERS
ASSOCIATION OF AMERICA'S UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTCAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts.
These reconciliations shall:
o Be mathematically accurate;
o Be prepared within 45 calendar days after the cutoff date;
o Be reviewed and approved by someone other than the person who
prepared the reconciliation; and
o Document explanations for reconciling items. These reconciling
items shall be resolved within 90 calendar days of their
original identification.
2. Funds of the servicing entity shall be advanced in cases where
there is an overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within 30 calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Scheduled mortgage payments shall be deposited into the custodial
bank accounts and related bank clearing accounts within two business
days of receipt.
2. Scheduled mortgage payments made in accordance with the mortgagor's
loan documents shall be posted to the applicable mortgagor records
within two business days of receipt.
3. Scheduled mortgage payments shall be allocated to principal,
interest, insurance, taxes or other escrow items in accordance with
the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs or other nonscheduled
payments shall be allocated in accordance with the mortgagor's loan
documents.
<PAGE>
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be
posted within two business days to the mortgagor's or investor's
records maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and
insurance premium notices, respectively, provided that such support
has been received by the servicing entity at least 30 calendar days
prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of
any tax bill or insurance premium notice shall be paid from the
servicing entity's funds and not charged to the mortgagor, unless
the late payment was due to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports
shall agree with canceled checks, or other form of payment, or
custodial bank statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized
access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or
reconcile to, investors records on a monthly basis as to the total
unpaid principal balance and number of loans serviced by the
servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on an annual basis or as required by the
servicing agreement.
4. Interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the servicing agreements.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during
the period a loan is in default and shall be updated at least
monthly. Such records shall describe the entity's activities in
monitoring delinquent loans, including phone calls, letters and
mortgage payment rescheduling plans.
<PAGE>
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect
on the servicing entity throughout the reporting period in the
amount of coverage represented to investors in management's
assertion.
<PAGE>
[A M R E S C O Logo]
February 28, 2000
Deloitte & Touche LLP
Chase Tower
2200 Ross Avenue, Suite 1600
Dallas, Texas 75201
Dear Sirs:
As of and for the year ended December 31, 1999, AMRESCO Management, Inc. (a
wholly owned subsidiary of AMRESCO, Inc.), has complied in all material respects
with the minimum servicing standards of the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) set
forth in the Appendix A.
A list of the portfolios covered by this representation is included in Appendix
B.
For the period January 1, 1999 through December 30, 1999 AMRESCO Management,
Inc. had in effect a fidelity bond in the amount of $43,000,000, errors and
omissions liability coverage in the amount of $10,000,000, and mortgage
impairment protection in the amount of $43,000,000. Beginning December 31, 1999,
AMRESCO Management, Inc. increased its coverage, resulting in a fidelity bond in
the amount of $52,000,000, and mortgage impairment protection in the amount of
$52,000,000. Errors and omissions liability coverage remained at $10,000,000.00.
/s/ Ron Kirkland /s/ Elaine Miller
- ------------------------ ------------------------------
Ron Kirkland, Senior Vice President and Elaine Miller
Chief Accounting Officer Director, Loan Servicing
AMRESCO, INC. AMRESCO, INC.
AMRESCO INC.
700 North Pearl Street o Suite 2400 o LB 342 o
Dallas Texas 75201-7424 214-953.7700
http://www amresco.com
<PAGE>
APPENDIX A
AMRESCO MANAGEMENT, INC.
SERVICING STANDARDS OF THE MORTGAGE BANKERS ASSOCIATION
OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts.
These reconciliations shall:
o be mathematically accurate;
o be prepared within forty-five (45) calendar days after the
cutoff date;
o be reviewed and approved by someone other than the person who
prepared the reconciliation; and
o document explanations for reconciling items. These reconciling
items shall be resolved within ninety (90) calendar days of
their original identification.
2. Funds of the servicing entity shall be advanced in cases where
there is an overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage
loan.
II. MORTGAGE PAYMENTS
1. Scheduled mortgage payments shall be deposited into the custodial
bank accounts and related bank clearing accounts within two business
days of receipt.
2. Scheduled mortgage payments made in accordance with the mortgagor's
loan documents shall be posted to the applicable mortgagor records
within two business days of receipt.
3. Scheduled mortgage payments shall be allocated to principal,
interest, insurance, taxes or other escrow items in accordance with
the mortgagor's loan documents.
4. Mortgage payments identif1ed as loan payoffs or other nonscheduled
payments shall be allocated in accordance with the mortgagor's loan
documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be
posted within two business days to the mortgagor's or investor's
records maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and
insurance premium notices, respectively, provided that such
<PAGE>
support has been received by the servicing entity at least thirty
(30) calendar days prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of
any tax bill or insurance premium notice shall be paid from the
servicing entity's funds and not charged to the mortgagor, unless
the late payment was due to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports
shall agree with cancelled checks, or other form of payment, or
custodial bank statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized
access
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile
to, investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on an annual basis or as required by the
servicing agreement.
4. Interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the servicing agreements
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during
the period a loan is in default and shall be updated at least
monthly. Such records shall describe the entity's activities in
monitoring delinquent loans including, for example, phone calls,
letters and mortgage payments rescheduling plans.
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect
on the servicing entity throughout the reporting period in the
amount of coverage represented to investors in management's
assertion.
<PAGE>
<TABLE>
<CAPTION>
APPENDIX B
- -----------------------------------------------------------------------------------------
Contract Date Portfolio Trustee
- -----------------------------------------------------------------------------------------
<S> <C> <C>
18-May-94 Cal Fed/ARGO Partnership, L.P. O'Connnor Group
- -----------------------------------------------------------------------------------------
17-Jun-94 AB Holdings I, L.L.C. O'Connor Group
- -----------------------------------------------------------------------------------------
01-Jun-94 BCS/Centerbank Cargill
- -----------------------------------------------------------------------------------------
31-Jan-94 RTC Mortgage Trust 1994-NI Bankers Trust/Sterling & RTC
- -----------------------------------------------------------------------------------------
15-Dec-94 RTC Mortgage Trust 1994-N2 Bankers Trust/Sterling & RTC
- -----------------------------------------------------------------------------------------
05-Oct-93 RTC Mortgage Trust 1993-N3 Bankers Trust/Sterling & RTC
- -----------------------------------------------------------------------------------------
09-Jun-95 CS First Boston First Boston
- -----------------------------------------------------------------------------------------
09-Jun-95 Praediurn Pacific First Boston/Praediun Pacific
- -----------------------------------------------------------------------------------------
29-Nov-94 ACP Mortgage, L.P. O'Connor Group
- -----------------------------------------------------------------------------------------
01-Apr-94 1994-MI (Brazos Partners) State Street Bank & Trust
- -----------------------------------------------------------------------------------------
15-Mar-93 1988-NB (NationsBank) Bank of New York
- -----------------------------------------------------------------------------------------
01-Aug-91 1991-MI (RTC/FDIC) State Street Bank & Trust
- -----------------------------------------------------------------------------------------
01-Nov-91 1991-MS (RTC/FDIC) State Street Bank & Trust
- -----------------------------------------------------------------------------------------
01-Feb-92 1992-CI (RTC/FDIC) Chemical Bank
- -----------------------------------------------------------------------------------------
01-Ju1-92 1992CS(RTC/FDIC) Bank of America
- -----------------------------------------------------------------------------------------
01-Oct-92 1992-CHF (RTC/FDIC) Bank of America
- -----------------------------------------------------------------------------------------
01-Mar-93 1993-C2 (RTC/FDIC) State Street Bank & Trust
- -----------------------------------------------------------------------------------------
01 -Nov-94 1994-C2 (RTC/FDIC) First National Bank of America
- -----------------------------------------------------------------------------------------
01-Jul-95 1995-CI (JP Morgan) State Street Bank & Trust
- -----------------------------------------------------------------------------------------
01-Jan-96 1996-C2 (JP Morgan) State Street Bank & Trust
- -----------------------------------------------------------------------------------------
01-May-96 1996-1 (NationsLink) Chase Manhattan Bank
- -----------------------------------------------------------------------------------------
01 -Aug-96 1996-PML (Penn Mutual) LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Mar-96 Nomura 1996 D-2 LaSalle National Bank
- -----------------------------------------------------------------------------------------
27-Mar-97 Nomura 1997-D4 LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Jun-97 MSCI 1997-HFI LaSalle National Bank
- -----------------------------------------------------------------------------------------
1l-Aug-97 GSM 1997-GLI LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Sep-97 SASCO 1997-CI LaSalle National Bank
- -----------------------------------------------------------------------------------------
24-Oct-97 Nomura 1997-D5 LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Nov-97 CSFB 1997-PSI State Street Bank & Trust
- -----------------------------------------------------------------------------------------
04-Feb-98 Nomura 1998-ST I LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Apr-98 SASCO 1998-C2 LaSalle National Bank
- -----------------------------------------------------------------------------------------
15-May-98 GS 1998-GSFL LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Oct-98 CSFB 1998-PS2 State Street Bank & Trust
- -----------------------------------------------------------------------------------------
01-Jun-98 Bear Stearns 1998-CI LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Sep-97 JPMC 1997-C5 LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Jun-97 ACMF 1997-Cl LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Jun-97 CCMSC 1997-1 LaSalle National Bank
- -----------------------------------------------------------------------------------------
11-Sep-98 CAPCO 1988-D7 LaSalle National Bank
- -----------------------------------------------------------------------------------------
01-Mar-98 Merrill Lynch 98-C2 Norwest Bank Minnesota
- -----------------------------------------------------------------------------------------
01-Sep-98 Artesia 98-CI LaSalle National Bank
- -----------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
Exhibit 99.2(vii)
[KPMG Letterhead]
401 South Tryon Street
Suite 2300
Charlotte, NC 28202-1911
Independent Accountants' Report
The Board of Directors
First Union National Bank:
We have examined management's assertion, included in the accompanying management
assertion, that First Union National Bank (the Bank) complied with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
(MBA) 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 multifamily loans, as of
and for the year ended December 31, 1999. 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 attestation 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 applicable 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 applicable minimum
servicing standards.
In our opinion, management's assertion that the Bank has complied in all
material respects with the aforementioned applicable minimum servicing standards
as of and for the year ended December 31, 1999 is fairly stated, in all material
respects.
KPMG LLP
February 4, 2000
<PAGE>
[First Union National Bank Letterhead]
NC 1075
Structured Products Servicing
8739 Research Drive, URP4
Charlotte, NC 28288-1075
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1999, First Union National Bank (the
Bank) has complied in all material respects with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's (MBA's) Uniform
Single Attestation Program for Mortgage Bankers, except for minimum servicing
standards V.4. and VI.1., which the MBA has interpreted as being inapplicable to
the servicing of commercial and multifamily loans. As of and for the same
period, the Bank had in effect fidelity bond and errors and omissions policies
in the amount of $200 million and $20 million, respectively.
February 4, 2000
----------------
/s/ John M. Church Date
------------------------------------
John M. Church
Managing Director/Senior Vice President
First Union National Bank
February 4, 2000
----------------
/s/ Timothy S. Ryan Date
------------------------------------
Timothy S. Ryan
Director/Vice President
First Union National Bank
<PAGE>
[Letterhead of The Chase Manhattan Bank]
March 29, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC
Re: Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Ladies and Gentlemen:
I am sending for filing on behalf of the above-referenced issuer and in
connection with the above-referenced securities an Annual Report on Form 10-K
for the year ended December 31, 1999.
Please confirm your receipt of such transmittal.
Very truly yours,
/s/ Scott R. Hendry
-----------------------
Scott R. Hendry
