<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment No. 1
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.
For the transition period from _____ to _____
Commission file number 333-30082
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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)
New York 13-3728743
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(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
270 Park Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
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<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 shorter period that the
registrant was required to file 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 and non-voting common
equity held by non-affiliates of the registrants. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, 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 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 30, 2000.
The amendment is being filed to include those Servicer and Special Servicer
Annual Statement of Compliance and Servicer's and Special Servicer's Certified
Independent Accountant's Report, each for the year ended December 31, 1999 which
were unavailable to the Issuer on the date of the filing of the Original Form
10-K.
<PAGE>
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 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 ("First Union"),
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: PricewaterhouseCoopers LLP,
Deloitte & Touche, LLP
(ii) Series 1996-2: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche,
LLP (see Exhibit 99.2(i))
(iii) Series 1997-1: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche
LLP
(iv) Series 1997-2: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche,
LLP (see Exhibit 99.2(i))
(v) Series 1998-1: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)),
PricewaterhouseCoopers LLP
(vi) Series 1998-2: PricewaterhouseCoopers LLP,
PricewaterhouseCoopers LLP (see Exhibit
99.2(i))
(vii) Series 1999-1: PricewaterhouseCoopers LLP
(see Exhibit 99.2(i)), KPMG LLP,
PricewaterhouseCoopers LLP (see Exhibit
99.2(v))
<PAGE>
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.
Chase Commercial Mortgage Securities Corp.
by The Chase Manhattan Bank
By: /s/ Janice M. Smith
-----------------------------------
Name: Janice M. Smith
Title: Vice President
Dated: May 15, 2000
<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):
(vi) Series 1996-1: The Chase Manhattan Bank,
Lennar Partners, Inc.
(vii) Series 1996-2: The Chase Manhattan Bank,
Lennar Partners, Inc.
(viii) Series 1997-1: The Chase Manhattan Bank,
Amresco Management, Inc. ("Amresco").
(ix) Series 1997-2: The Chase Manhattan Bank,
Lennar Partners, Inc.
(x) 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 ("First Union"),
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: PricewaterhouseCoopers LLP,
Deloitte & Touche, LLP
(ii) Series 1996-2: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche,
LLP (see Exhibit 99.2(i))
(iii) Series 1997-1: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche
LLP
(iv) Series 1997-2: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)), Deloitte & Touche,
LLP (see Exhibit 99.2(i))
(v) Series 1998-1: PricewaterhouseCoopers LLP
(see Exhibit 99.2 (i)),
PricewaterhouseCoopers LLP
(vi) Series 1998-2: PricewaterhouseCoopers LLP,
PricewaterhouseCoopers LLP (see Exhibit
99.2(i))
(vii) Series 1999-1: PricewaterhouseCoopers LLP
(see Exhibit 99.2(i)), KPMG LLP,
PricewaterhouseCoopers LLP (see Exhibit
99.2(v))
<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>
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC.
Pooling and Servicing Agreement
Dated as of July 1, 1996, (the "Agreement"), by and among Chase Commercial
Mortgage Securities Corp., as Depositor, The Chase Manhattan Bank, as Servicer,
LaSalle Bank N.A., as Trustee, ABN AMRO Bank, N.V., as Fiscal Agent, and
Lennar Partners, Inc., as Special Servicer
(CHASE 1996-1)
The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS, INC.,
a Florida Corporation (the "Company"), in accordance with section 3.13 of the
Agreement, hereby certifies on behalf of the Company that (i) a review of the
activities of the Company during the year ended December 31, 1999 and of the
Company's performance under the Agreement has been performed under my
supervision, (ii) to the best of my knowledge, based on such review, the Company
has maintained an effective internal control system relating to its servicing of
the Mortgage Loans serviced by the Company and has fulfilled in all material
respects its obligations under this Agreement throughout such period ended
December 31, 1999, and (iii) the Company has received no notice regarding
qualification or challenging the status of either the Lower Tier REMIC or the
Upper Tier REMIC as a REMIC from the IRS or any other governmental agency or
body.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
as of the 1st day of March, 2000.
/s/ Ronald E. Schrager
----------------------
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
<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>
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC.
Pooling and Servicing Agreement
Dated as of December 1, 1996, (the "Agreement"), by and among Chase Commercial
Mortgage Securities Corp., as Depositor, The Chase Manhattan Bank, as Servicer,
LaSalle Bank N.A., as Trustee, ABN AMRO Bank, N.V., as Fiscal Agent, and
Lennar Partners, Inc., as Special Servicer
(CHASE 1996-2)
The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS, INC.,
a Florida Corporation (the "Company"), in accordance with section 3.13 of the
Agreement, hereby certifies on behalf of the Company that (i) a review of the
activities of the Company during the year ended December 31, 1999 and of the
Company's performance under the Agreement has been performed under my
supervision, (ii) to the best of my knowledge, based on such review, the Company
has maintained an effective internal control system relating to its servicing of
the Mortgage Loans serviced by the Company and has fulfilled in all material
respects its obligations under this Agreement throughout such period ended
December 31, 1999, and (iii) the Company has received no notice regarding
qualification or challenging the status of either the Lower Tier REMIC or the
Upper Tier REMIC as a REMIC from the IRS or any other governmental agency or
body.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
as of the 1st day of March, 2000.
/s/ Ronald E. Schrager
----------------------
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
<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
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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>
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC.
Pooling and Servicing Agreement
Dated as of December 1, 1997, (the "Agreement"), by and among Chase Commerical
Mortgage Securities Corp., as Depositor, State Street Bank and Trust Company,
as Trustee, The Chase Manhattan Bank, as Servicer, and
Lennar Partners, Inc., as Special Servicer
(CHASE 1997-2)
The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS, INC.,
a Florida Corporation (the "Company"), in accordance with section 3.13 of the
Agreement, hereby certifies on behalf of the Company that (i) a review of the
activities of the Company during the year ended December 31, 1999 and of the
Company's performance under the Agreement has been performed under my
supervision, (ii) to the best of my knowledge, based on such review, the Company
has maintained an effective internal control system relating to its servicing of
the Mortgage Loans serviced by the Company and has fulfilled in all material
respects its obligations under this Agreement throughout such period ended
December 31, 1999, and (iii) the Company has received no notice regarding
qualification or challenging the status of either the Lower Tier REMIC or the
Upper Tier REMIC as a REMIC from the IRS or any other governmental agency or
body.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
as of the 1st day of March, 2000.
/s/ Ronald E. Schrager
----------------------
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
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)
GMAC Commercial Mortgage Corporation
150 South Wacker Drive, 28th Floor
Chicago, IL 60606 Tel. 312-499-5400
Fax 312-499-5406 [GMAC LOGO]
Chase Commercial Mortgage Securities
Series 1998-2
Annual Statement as to Compliance
For the Period Ended December 31,1999
Pursuant to Section 3.13 of the Servicing Agreement governing the referenced
transaction, I hereby attest that:
i. A review of the activities of GMAC Commercial Mortgage Corporation as
Master Servicer during the period, and of its performance under this
Pooling and Servicing Agreement, has been made under my supervision.
ii. To the best of my knowledge, based on such review, GMAC Commercial
Mortgage Corporation as Master Servicer, has maintained an effective
internal control system over the servicing of the mortgage loans, and
has fulfilled in all material respects its obligations under this
Pooling and Servicing Agreement throughout the period.
iii. GMAC Commercial Mortgage Corporation, as Master Servicer, has received
no notice regarding qualifications, or challenging the status, of the
Trust Fund as REMIC or of the Grantor Trust as a "grantor trust" under
the Grantor Trust Provisions from the Internal Revenue Service or any
other governmental agency or body.
BY:/s/ Gary Severyn Date: 4/18/00
------------------------------------------ -----------
Gary Severyn
Senior Vice President
GMAC Commercial Mortgage Corporation
<PAGE>
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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
- --------------------------------------------------------------------------------
------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE BANKING CORP.
------------------------------------------------------------------
<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
Exhibit A
Exhibit B
<PAGE>
Exhibit 99.2(i)
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
160 Federal Street
Boston, MA 02110
Telephone (617)439 4390
Report if Independent Accountants
To the Board of Directors and Stockholder
of Chase Commercial Mortgage Banking Corporation
We have examined management's assertion about Chase Commercial Mortgage Group of
The Chase Manhattan Bank (the "Company") compliance with the minimum servicing
standards ("standards") identified in the Mortgage Banker's Association of
America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of
and for the year ended December 31, 1999 included in the accompanying management
assertion (see Exhibit 1). Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the entity's compliance based
on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
standards and performing such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion. Our examination does not provide a legal determination on the
Company's compliance with the standards.
In our opinion, management's assertion that, except for an instance of
noncompliance described in management's assertion, the Company complied with the
aforementioned applicable standards as of and for the year ended December 31,
1999 is fairly stated, in all material respects.
The instance of noncompliance which occurred during 1999 is more fully discussed
in management's assertion which is set forth in Exhibit 1.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
March 20, 2000
<PAGE>
[CHASE Logo]
Exhibit 1
Management Assertion
March 20, 2000
As of and for the year ended December 31, 1999 except as specifically noted
below, Chase Commercial Mortgage Group of Chase Manhattan Bank ("the Company")
has compiled in al material respects with the minimum servicing standards ("the
Standard(s)") set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP).
o Standard: Custodial bank account and related bank clearing account
reconciliations shall be reviewed within forty-five (45) calendar days
after the cutoff date.
The Company's custodial accounts and related bank clearing accounts were not
consistently reviewed during 1999. No other errors were noted related to the
custodial and clearing accounts. Management has taken steps to enhance
procedures and controls surrounding the reconciliation process, including the
establishment of a formal review process by someone other than the preparer.
As of and for the same period the Company had in effect fidelity bond and errors
and omissions policies in the amounts of $3,250, 000,000 and of $325,000,000
respectively.
/s/ William Barry
- -------------------------------
William Barry
Controller
/s/ Janice Smith
- -------------------------------
Janice Smith
Vice President - Loan Servicing
<PAGE>
[Deloitte & Touche Logo]
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>
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>
APPENDIX B
- --------------------------------------------------------------------------------
Contract Date Portfolio Trustee
- --------------------------------------------------------------------------------
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/Praediurn 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 Chicago
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
I l-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-ADr-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
- --------------------------------------------------------------------------------
<PAGE>
Exhibit 99.2(v)
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
160 Federal Street
Boston MA 02110
Telephone (617) 439 4390
Report of Independent Accountants
To ORIX Real Estate Capital Markets, LLC:
We have examined the accompanying management assertion about ORIX Real Estate
Capital Markets, LLC ("ORECM") compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP") (except, for commercial loan
and multifamily loan servicing, minimum servicing standards V.4 and VI.1, which
the Mortgage Bankers Association has interpreted as inapplicable to such
servicing) as of and for the year ended December 31, 1999 included in the
accompanying management assertion. Management is responsible for the ORECM'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 the standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the ORECM'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 ORECM's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the ORCEM 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/PricewaterhouseCoopers LLP
- -----------------------------
February 18, 2000
<
<PAGE>
Exhibit 99.2(vi)
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
160 Federal Street
Boston MA 02110
Telephone (617) 439 4390
Report of Independent Accountants
February 29, 2000
To the Board of Directors and Shareholder of
GMAC Commercial Mortgage Corporation
We have examined the accompanying management assertion, dated February 29, 2000,
about GMAC Commercial Mortgage Corporation's (the "Company") compliance with its
established minimum servicing standards ("Servicing Policy") as of and for the
year ended December 31, 1999. Management is responsible for the Company's
compliance with the Servicing Policy. 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 the 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
Servicing Policy 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 Servicing Policy.
In our opinion, management's assertion that the Company complied with the
aforementioned Servicing Policy as of and for the year ended December 31, 1999
is fairly stated, in all material respects.
/s/PricewaterhouseCoopers LLP
- -----------------------------
<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
