-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GC8Cz1fbhwvbVeBbmvZtFw9hII+HLzFzpQ6DUxUR3JGyOBisFle4UFY426YmtG34 JclihoO8HF86IOR2MFG08g== 0001005477-99-001627.txt : 19990405 0001005477-99-001627.hdr.sgml : 19990405 ACCESSION NUMBER: 0001005477-99-001627 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P COMM MORT FN COR COM MT PS THRU CERT SER 1997-C4 CENTRAL INDEX KEY: 0001059030 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133789046 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-89374-06 FILM NUMBER: 99586790 BUSINESS ADDRESS: STREET 1: C/O STATE STREET BANK & TRUST CO STREET 2: TWO INTERNATIONAL PLACE 5TH PL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177863000 MAIL ADDRESS: STREET 1: C/O STATE STREET BANK & TRUST CO STREET 2: 225 FRANKLIN ST CITY: BOSTON STATE: MA ZIP: 02110 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------- FORM 10-K (Mark One): |X| Annual Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for fiscal year ended December 31, 1998 or |_| Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 for the transaction period from __________to ___________ Commission File Number: 33-97994 -------- --------- J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. (In Respect of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4) ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3789046 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 60 Wall Street New York, New York 10260 ---------------------------------------- -------- (Address of Principal Executive Offices) Zip Code (212) 648-3636 -------------------------------------------------- Registrant's telephone number, including area code 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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes|_| No|X| 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 the 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. Aggregate market value of voting stock held by non-affiliates of the registrant as of January 31, 1999. Not Applicable. Number of shares of common stock outstanding as of January 31, 1999. Not Applicable. Registrant has not been involved in bankruptcy proceedings during the proceeding five years, and is not reporting as a corporate issuer. The following documents are incorporated by reference into this Form 10-K. None. -2- J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4 FORM 10-K INDEX Page ---- PART I. Item 1. Business.................................................. 4 Item 2. Properties................................................ 4 Item 3. Legal Proceedings......................................... 5 Item 4. Submission of Matters to a Vote of Security Holders....... 5 PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters..................................... 5 Item 6. Selected Financial Data................................... 5 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 5 Item 8. Financial Statements and Supplementary Data............... 5 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure..................... 5 PART III. Item 10. Directors and Executive Officers of the Registrant......... 6 Item 11. Executive Compensation.................................... 6 Item 12. Security Ownership of Certain Beneficial Owners and Management.............................................. 6 Item 13. Certain Relationships and Related Transactions............ 6 PART IV. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................................ 6 Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 of Registrants Which Have Not Registered Securities Pursuant to Section 12 of such Act. ......................................... 7 SIGNATURES............................................................... 8 INDEX OF EXHIBITS......................................................... 9 -3- PART I Item 1. Business The Annual Report on Form 10-K is being filed on behalf of J.P. Morgan Commercial Mortgage Finance Corp. (the "Registrant") with respect to its Mortgage Pass-Through Certificates, Series 1997-C4 (the "Certificates") by State Street Bank and Trust Company, solely in its capacity as trustee under the Pooling and Servicing Agreement dated as of February 1, 1997 (the "Pooling Agreement") among J.P. Morgan Commercial Mortgage Finance Corp., as depositor (the "Registrant"), Banc One Mortgage Capital Markets, LLC, successor to Banc One Management and Consulting Corporation, as master servicer, special servicer and primary servicer (the "Master Servicer"), AMRESCO Management, Inc., as primary servicer ("AMRESCO"), GMAC Commercial Mortgage Corporation, as primary servicer (the "GMAC") and State Street Bank and Trust Company, as trustee (the "Trustee") and Extension Advisor. Lennar Partners, Inc. (the "Special Servicer") has succeeded Banc One Management and Consulting Corporation as special servicer under the Pooling Agreement. The Registrant has been informed that AMRESCO Services, L.P. has succeeded AMRESCO as primary servicer under the Pooling Agreement. The Certificates have been and are sometimes identified as the Registrant's Commercial Mortgage Pass-Through Certificates, Series 1997-C4. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Pooling Agreement. The information contained herein has been supplied to the Trustee by third parties without independent review or investigation by the Trustee and no representation or warranty of any kind is made by the Trustee with respect to such information. The information called for by this item is omitted as it is not applicable to the Trust Fund. As used in this Annual Report on Form 10-K, "omitted" means that the response to the referred item is omitted in reliance on the procedures outlined in numerous no-action letters issued by the Commission's Staff with respect to substantially similar trust or certificates. Item 2. Properties Information regarding the mortgaged properties securing the Mortgage Loans has been set forth in the Prospectus Supplement relating to the Certificates filed with the Commission. The Trust Fund created under the Pooling Agreement has or will acquire title to real estate only upon default of the related mortgages under the Mortgage Loans. Information with respect to this item is given by reference to the following Annual Statements as to Compliance delivered or to be delivered by each Servicer as required by the Pooling Agreement and the Annual Independent Public Accountant's Servicing Reports with respect to each Servicer required by the Pooling Agreement to be delivered to the Trustee: The Annual Statement as to Compliance of Banc One Mortgage Capital Markets, LLC, as master servicer is annexed hereto as Exhibit 14(a)(1)(i). The Annual Independent Accountant's Report of PricewaterhouseCoopers, LLP, an independent public accountant, relating to the servicing by Banc One Mortgage Capital Markets, LLC is attached hereto as Exhibit 14(a)(1)(ii). The Annual Statement as to Compliance of Lennar Partners, Inc. as special servicer is annexed hereto as Exhibit 14(a)(1)(iii). The Annual Independent Accountant's Report of Deloitte & Touche LLP, an independent public accountant, relating to special servicing by Lennar Partners, Inc. is annexed hereto as Exhibit 14(a)(1)(iv). -4- The Annual Statement as to Compliance of AMRESCO Services, L.P., as primary servicer has not yet been delivered but, subject to its availability, will be subsequently filed in a Form 8-K. The Annual Independent Accountant's Report of Deloitte & Touche LLP, an independent public accountant, relating to primary servicing by AMRESCO Services, L.P. is annexed hereto as Exhibits 14(a)(1)(v). The Annual Statement as to Compliance of GMAC Commercial Mortgage Corporation as primary servicer is annexed hereto as Exhibit 14(a)(1)(vi). The Annual Independent Accountant's Report of PricewaterhouseCoopers, LLP, an independent public accountant, relating to primary servicing by GMAC Commercial Mortgage Corporation is attached hereto as Exhibit 14(a)(1)(vii). Item 3. Legal Proceedings The Registrant knows of no material pending legal proceedings involving either of (i) the Mortgage Properties or (ii) to the extent related to the Trust Fund, the Registrant, the Master Servicer, AMRESCO Services, L.P.'s, Lennar Partners, Inc., GMAC, or the Trustee with respect to the Trust Fund other than ordinary routine litigation, if any, incidental to the Trustee's, the Master Servicer's, AMRESCO Services, L.P.'s, Lennar Partners, Inc.'s, GMAC's, or the Registrant's duties under the Pooling Agreement and not material when taken as a whole. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote or consent of the holders of the Certificates during the period covered by this report. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters Presently, there is no established training market for the Certificates known to the Registrant. As of December 31, 1998, there are an aggregate of two (2) holders of all Classes of the Registrant's Commercial Mortgage Pass-Through Certificates Series 1997-C4. Item 6. Selected Financial Data Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Omitted. Item 8. Financial Statements and Supplementary Data Omitted. Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure The Registrant knows of no changes or disagreements with accountants on accounting and financial disclosure with respect to the Pool or the Certificates. -5- Item 10. Directors and Executive Officers of the Registrant Omitted. Item 11. Executive Compensation Omitted. PART III Item 12. Security Ownership of Certain Beneficial Owners and Management (a) Information required by this item with respect to the security ownership of certain owners of the Certificates is annexed hereto as Exhibit 99.1. (b) Omitted. (c) Omitted. Item 13. Certain Relationships and Related Transactions Omitted. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1) Financial Statements (i) The Annual Statement of Compliance by Banc One Mortgage Capital Markets, LLC, as master servicer, required under the Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(i). (ii) The Annual Independent Accountant's Report of PricewaterhouseCoopers, LLP an independent public accountant relating to master servicing by Banc One Mortgage Capital Markets, LLC, is annexed hereto as Exhibit 14(a)(1)(ii). (iii) The Annual Statement as to Compliance of Lennar Partners, Inc., as special servicer under the Pooling Agreement, is annexed hereto as Exhibit 14(a)(1)(iii). (iv) The Annual Independent Accountant's Report of Deloitte & Touche LLP, an independent public accountant, with respect to Lennar Partners, Inc. is annexed hereto as Exhibit 14(a)(1)(iv). (v) The Annual Independent Accountant's Report of Deloitte & Touche LLP, an independent accountant, with respect to AMRESCO Services, L.P. to be delivered to the Trustee is annexed hereto as Exhibit 14(a)(1)(v). (vi) The Annual Statement as to Compliance of GMAC Commercial Mortgage Corporation, as primary servicer, required under the Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(vi). (vii) The Annual Independent Accountant's Report of PricewaterhouseCoopers, LLP, an independent accountant, with respect to GMAC Commercial Mortgage Corporation to be delivered to the Trustee is annexed hereto as Exhibit 14(a)(1)(vii). -6- (a)(2) Financial Statement Schedules Omitted. (a)(3) Exhibits Unless otherwise indicated, the following exhibits required by Item 601 of Regulation S-K and previously furnished to the Commission as exhibits to a Report on Form 8-K, are incorporated into this Form 10-K by reference: 4. Pooling and Servicing Agreement dated as of February 1, 1997, by and among J.P. Morgan Commercial Mortgage Finance Corp., as depositor, Banc One Management and Consulting Corporation as master servicer, special servicer and primary servicer, AMRESCO Management, Inc., as primary servicer, GMAC Commercial Mortgage Corporation, as primary servicer, and State Street Bank and Trust Company, as trustee. 99.1* Security Ownership of Certain Owners and Management. (b) The following Reports on Form 8-K were filed with the Commission by or on behalf of the Registrant with respect to the Certificates during the last quarter of the period covered by this report: Report on Form 8-K dated October 13, 1998, reporting items 5 and 7. Report on Form 8-K dated November 2, 1998, reporting items 5 and 7. Report on Form 8-K dated December 7, 1998, reporting items 5 and 7. - ------------------ * Filed herewith SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT. The Registrant has not sent an annual report or proxy material to the holders of its Certificates. The Registrant will not be sending an annual report of proxy materials to the holders of its Certificates subsequent to the filing of this Form 10-K. -7- SIGNATURES Pursuant to the requirements 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. J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. (IN RESPECT OF ITS COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1997-C4 (a/k/a MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4) (Registrant)) Dated: March 31, 1999 By: State Street Bank and Trust Company, solely in its capacity as Trustee of the Trust for the Registrant's Mortgage Pass- Through Certificates, Series 1997-C4 and not individually By: /s/ David Shepherd ------------------------------------ David Shepherd, Assistant Secretary -8- INDEX OF EXHIBITS Exhibit No. Description - ----------- ----------- 14(a)(1)(i) Annual Statement of Compliance by Banc One Mortgage Capital Markets, LLC. 14(a)(1)(ii) Annual Independent Accountant's Report of PricewaterhouseCoopers, LLP, an independent public accountant with respect to master servicing by Banc One Mortgage Capital Markets, LLC. 14(a)(1)(iii) Annual Statement of Compliance by Lennar Partners, Inc., as special servicer. 14(a)(1)(iv) Annual Independent Accountant's Report of Deloitte & Touche LLP, an independent public accountant with respect to special servicing by Lennar Partners, Inc. 14(a)(1)(v) Annual Independent Accountant's Report of Deloitte & Touche LLP, an independent public accountant with respect to primary servicing by AMRESCO Services, L.P. 14(a)(1)(vi) Annual Statement of Compliance by GMAC Commercial Mortgage Corporation. 14(a)(1)(vii) Annual Independent Accountant's Report of PricewaterhouseCoopers, LLP, an independent public accountant with respect to primary servicing by GMAC Commercial Mortgage Corporation. 99.1 Security Ownership of Certain Registered Owners (with original principal balances). -9- EX-99.14(A)(1)(I) 2 STATEMENT OF COMPLIANCE EXHIBIT 14 (a)(1)(i) Banc One Mortgage Paul Smyth 1717 Main Street, 12th Floor, TX1-2495 Capital Markets, LLC Dallas, TX 75201 (214) 290-2505 (214) 290-3142/3416 (facsimile) psmyth@bomcm.com March 23, 1999 Mr. David Shephard State Street Bank and Trust Company Two International Place 5th Floor Boston, MA 02110 Ms. Nancy Alto J.P. Morgan Securities Inc. Commercial Mortgage Finance Group 60 Wall Street, 18th Floor New York, NY 10260-0060 Re: J.P. Morgan Commercial Mortgage Finance Corp. - Mortgage Pass-Through Certificates Series 1997-C4 Dear Sir and Madam: This Officer's Certificate is provided to you by Banc One Mortgage Capital Markets, L.L.C. ("BOMCM") pursuant to the terms outlined in Section 3.02 of the Pooling and Servicing Agreement ("PSA") dated as of February 1, 1997 relating to the above referenced securitization for which BOMCM acts as Master Servicer. Capitalized terms used herein shall bear the meaning ascribed to them in the PSA unless otherwise defined in this letter. The undersigned officer, on behalf of BOMCM, hereby informs you that (a) a review of the activities of BOMCM as Master Servicer and of its performance under the PSA has been made under such officer's supervision for 1998; and (b) to the best of such officer's knowledge, based on such review, it has fulfilled all of its obligations under the PSA throughout such period. Sincerely, BANC ONE MORTGAGE AND CAPITAL MARKETS, L.L.C. By: /s/Paul Smith ------------------------------ Paul Smith Managing Director of Servicing EX-99.14(A)(1)(II) 3 INDEPENDENT ACCOUNTANT'S REPORT EXHIBIT 14 (a)(1)(ii) Page 1 of 2 [PRICEWATERHOUSECOOPERS LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 2001 Ross Avenue, Suite 1800 Dallas, TX 75201-2997 Telephone (214) 754-7900 Independent Accountant's Report To Banc One Mortgage Capital Markets, LLC: We have examined management's assertion about Banc One Mortgage Capital Markets LLC's ("BOMCM") 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 for which minimum servicing standards V.4 and VI.1 are inapplicable to such servicing according to the Mortgage Bankers Association) as of and for the year ended December 31, 1998 included in the accompanying management assertion. Management is responsible for BOMCM'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 BOMCM'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 BOMCM's compliance with the minimum servicing standards. In our opinion, management's assertion that BOMCM complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP Dallas, Texas February 22, 1999 Page 2 of 2 BancOne Mortgage Tel 800 887-6781 Capital Markets, LLC TX1-2498 1717 Main Street Suite 1400 Dallas, TX 75201-2498 [BANCONE LOGO] February 22, 1999 PricewaterhouseCoopers 2001 Ross Avenue Suite 1800 Dallas, Texas 75201-2997 As of and for the year ended December 31, 1998, Banc One Mortgage Capital Markets, LLC ("BOMCC") has complied in all material aspects with the minimum servicing standards set forth 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 MBA has interpreted as inapplicable to such servicing.) As of and for this same period, BOMCM had in effect a fidelity bond and errors and omissions policy in the amount of $25 million. /s/ Edgar L. Smith, II - ------------------------ Edgar L. Smith, II Chief Operating Officer EX-99.14(A)(1)(III) 4 STATEMENT OF COMPLIANCE EXHIBIT 14 (a)(1)(iii) Page 1 of 4 CERTIFICATE OF OFFICER OF LENNAR PARTNERS, INC. Pooling and Servicing Agreement dated as of February 1, 1997, (the "Agreement"), by and among J.P. Morgan Commercial Mortgage Finance Corporation, as Depositor, Banc One Mortgage Capital Markets, LLC, as Master Servicer, State Street Bank and Trust Company, as Trustee and Lennar Partners, Inc., as Special Servicer (JP Morgan 1997 C4) The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS, INC., a Florida Corporation ("the "Company"), in accordance with Section 3.02 of the Agreement, does hereby certify on behalf of the Company that (i) a review of the activities of the Company during the year ended December 31, 1998 and of the Company's performance under the Agreement has been made under my supervision, (ii) to the best of my knowledge, based on such review, the Company has fulfilled all of its material obligations under the Agreement throughout such period ended December 31, 1998. IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 12th day of March, 1999. /s/ Ronald E. Schrager ----------------------- Ronald E. Schrager Vice President Lennar Partners, Inc. Page 2 of 4 Mortgage Bankers Association of America Uniform Single Attestation Program for Mortgage Bankers Minimum Servicing Standards Applicable to Lennar Partners, Inc. as Special Servicer for: JP Morgan Commercial Mortgage Finance Corporation, Series 1997-C4
========================================================================================== NOT MINIMUM SERVICING STANDARDS APPLICABLE APPLICABLE - ------------------------------------------------------------------------------------------ I. Custodial Bank Accounts - ------------------------------------------------------------------------------------------ 1. Reconciliations shall be prepared on a monthly basis for X all custodial bank accounts and related bank clearing accounts. - ------------------------------------------------------------------------------------------ 2. Funds of the servicing entity shall be advanced in cases X where there is an overdraft in an investor's or a mortgagor's account. - ------------------------------------------------------------------------------------------ 3. Each custodial account shall be maintained at a federally X insured depository institution in trust for the applicable investor. - ------------------------------------------------------------------------------------------ 4. Escrow funds held in trust for a mortgagor shall be X returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. - ------------------------------------------------------------------------------------------ II. Mortgage Payments - ------------------------------------------------------------------------------------------ 1. Mortgage payments shall be deposited into the custodial X bank accounts and related bank clearing accounts within two business days of receipt. - ------------------------------------------------------------------------------------------ 2. Mortgage payments made in accordance with the X mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. - ------------------------------------------------------------------------------------------ 3. Mortgage payments shall be allocated to principal, X interest, insurance, taxes and other escrow items in accordance with the mortgagor's loan documents. - ------------------------------------------------------------------------------------------ 4. Mortgage payments identified as loan payoffs shall be X allocated in accordance with the mortgagor's loan documents. - ------------------------------------------------------------------------------------------ III. Disbursements - ------------------------------------------------------------------------------------------
Page 3 of 4 - ------------------------------------------------------------------------------------------ 1. Disbursements made via wire transfer on behalf of a X mortgagor or investor shall be made only by authorized personnel - ------------------------------------------------------------------------------------------ 2. Disbursements made on behalf of a mortgagor or investor X 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 X 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 thirty (30) calendar days prior to these dates. - ------------------------------------------------------------------------------------------ 4. Any late payment penalties paid in conjunction with the X 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 X 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 X unauthorized access. - ------------------------------------------------------------------------------------------ IV. Investor Accounting and Reporting - ------------------------------------------------------------------------------------------ 1. The servicing entity's investor reports shall agree with or X 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 X 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 X the related mortgage note and any ARM rider. - ------------------------------------------------------------------------------------------ 3. Escrow accounts shall be analyzed, in accordance with X the mortgagor's loan documents, on at least an annual basis. - ------------------------------------------------------------------------------------------
Page 4 of 4 - ------------------------------------------------------------------------------------------ 4. Interest on escrow accounts shall be paid, or credited, to X mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA.) - ------------------------------------------------------------------------------------------ VI. Delinquencies - ------------------------------------------------------------------------------------------ 1. Records documenting collection efforts shall be X 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 payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). - ------------------------------------------------------------------------------------------ VII. Insurance Policies - ------------------------------------------------------------------------------------------ 1. A fidelity bond and errors and omissions policy shall be X in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. ==========================================================================================
EX-99.14(A)(1)(IV) 5 INDEPENDENT ACCOUNTANT'S REPORT EXHIBIT 14(a)(1)(iv) Page 1 of 3 [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 ACCOUNTANT'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, 1998 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, 1998 is fairly stated, in all material respects. /s/ Deloitte & Touche LLP - ---------------------------- Deloitte & Touche LLP February 12, 1999 Page 2 of 3 LENNAR PARTNERS - -------------------------------------------------------------------------------- An LNR Company February 12, 1999 State Street Bank & Trust Company 2 International Place 5th Floor Boston, MA 02119 Attention: Corporate Trust Department Re: Annual Independent Public Accountant's Servicing Report J.P. Morgan Commercial Mortgage Finance Corp. Commercial Mortgage Pass-Through Certificates, Series 1997-C4 To whom it may concern: As of and for the year ended December 31, 1998, Lennar Partners, Inc. has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America'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 this 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: Banc One Mortgage Capital Markets, LLC 1717 Main Street, 14th Floor Dallas, TX 75201 Attention: Edgar L. Smith Page 3 of 3 State Street Bank & Trust Company February 12, 1999 Page 2 J.P. Morgan Commercial Mortgage Finance Corp. 60 Wall Street New York, New York 10260 Attention: President, J.P. Morgan 1997-C4 Standard & Poor's Ratings Group 25 Broadway New York, NY 10004 Attention: Commercial Mortgage Surveillance Group Moody's Investor's Service, Inc. 99 Church Street New York, NY 10007 Attention: Managing Director, Commercial Mortgaged-Backed Securities Fitch Investors Service, L.P. One State Street Plaza, 33rd Floor New York, NY 10004 Attention: Commercial Mortgage Surveillance Group EX-99.14(A)(1)(V) 6 INDEPENDENT ACCOUNTANT'S REPORT EXHIBIT 14(a)(1)(v) Page 1 of 7 [DELOITTE & TOUCHE LOGO] - -------------------------------------------------------------------------------- Deloitte & Touche LLP Telephone: (214) 777-7000 Suite 1600 Chase Tower 2200 Ross Avenue Dallas, Texas 75201-6778 INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors of AMRESCO Services, L.P.: We have examined management's assertion about AMRESCO Services, L.P.'s (the "Company") (a wholly owned subsidiary of AMRESCO, INC.) compliance with the Company's servicing standards identified in the Appendix as of and for the year ended December 31, 1998, included in the accompanying management assertion. Such standards were established by the Company's management based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). 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 Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the 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 servicing standards or its servicing agreements. In our opinion, management's assertion that the AMRESCO Services, L.P. complied with its established servicing standards identified in the Appendix as of and for the year ended December 31, 1998 is fairly stated, in all material respects. /s/ Deloitte & Touche LLP - --------------------------- Deloitte & Touche LLP February 4, 1999 Page 2 of 7 [AMRESCO LOGO] February 4, 1999 Deloitte & Touche LLP Texas Commerce Tower 220 Ross Avenue Suite 1600 Dallas, Texas 75201 Dear Sirs: As of and for the year ended December 31, 1998, AMRESCO Services, L.P., a subsidiary of AMRESCO, INC., has complied in all material respects with the minimum servicing standards set forth in Appendix A. Such standards were established by AMRESCO Services, L.P. based on Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). A list of the securitized and bond-related servicing contracts covered by this representation is included in Appendix B. For the period January 1, 1998 through December 30, 1998. AMRESCO Services, L.P. had in effect a fidelity bond in the amount of $23,000,000, errors and omissions liability coverage in the amount of $10,000,000, and mortgage impairment protection in the amount of $23,000,000. Beginning December 31, 1998, AMRESCO Services, L.P. increased its coverage, resulting in a fidelity bond in the amount of $43,000,000, and mortgage impairment protection in the amount of $43,000,000. Errors and omissions liability coverage remained at $10,000,000. /s/ Donnie M. Skidmore February 4, 1999 - ------------------------------ ---------------- Donnie M. Skidmore Date President /s/ Daniel B. Kirby February 4, 1999 - ------------------------------ ---------------- Daniel B. Kirby Date Senior Vice President AMRESCO Services, L.P. 235 Peachtree Street N.E. Suite 900 Atlanta Georgia 30303 404.654.2000 http://www.amresco.com Page 3 of 7 Appendix A, Page 1 AMRESCO Services, L.P. Servicing Standards 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. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 3. 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 identified as loan payoffs or other nonscheduled payments shall be allocated in accordance with the mortgagor's loan documents. Page 4 of 7 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 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 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 are 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. Page 5 of 7 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 payment 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 6 of 7 Appendix B, Page 1 AMRESCO Services, L.P. Following is a list of the securitized and bond-related servicing contracts which are covered by the attached USAP representation.
Contract Date Reference Name Seller, Depositor or other Primary Party - ---------------------------------------------------------------------------------------- Aug. 1, 1991 RTC 1991 M-1 Resolution Trust Corporation Nov. 1, 1991 RTC 1991 M-5 Resolution Trust Corporation Mar. 1, 1992 RTC 1992 C-2 Resolution Trust Corporation Apr. 1, 1992 RTC 1992 C-3 Resolution Trust Corporation Sept. 1, 1992 RTC 1992 C-6 Resolution Trust Corporation Nov. 1, 1992 RTC 1992 C-8 Resolution Trust Corporation Jan. 1, 1993 RTC 1993 C-1 Resolution Trust Corporation Mar. 15, 1993 Investors Savings 1988-A NationsBank if Virginia, N.A. Aug. 12, 1993 Ross Park Mall 1993-A Penn Ross Joint Venture Sept. 10, 1993 Salomon 1993 C-1 Salomon Brothers Mortgage Securities VII, Inc. Oct. 26, 1993 Kidder 1993 C1 (Crown) Kidder Peabody Acceptance Corporation I Nov. 12, 1993 DLJ 1993 MF17 DLJ Mortgage Acceptance Corp. Dec. 1, 1993 New England 1993-1 New England Mutual Life Insurance Company Feb. 1, 1994 Forest City 1994-1 Nomura Asset Securities Corporation Apr. 5, 1994 Freehold Raceway Mall Freemall Finance, Inc. June 1, 1995 NationsBanc 1995 M2 NationsBanc Mortgage Capital Corporation Aug. 15, 1995 Lakewood 1995 C-1 Lakewood Mall Finance Company Sept. 1, 1995 Oregon 1995-1 Oregon Commercial Mortgage, Inc. 1995-1 Oct. 1, 1995 Nomura 1995 MD IV Asset Securitization Corporation July 1, 1995 JP Morgan 1995 C-1 J.P. Morgan Commercial Mortgage Finance Corp. Jan. 1, 1996 JP Morgan 1996 C-2 J.P. Morgan Commercial Mortgage Finance Corp. June 1, 1996 JP Morgan 1996 C-3 J.P. Morgan Commercial Mortgage Finance Corp. Apr. 2, 1996 Nomura 1996 MD V Nomura Asset Securities Corporation May 1, 1996 NationsLink 1996-1 NationsLink Funding Corporation May 29, 1996 Equitable S/A 174 The Equitable Life Assurance Society of the U.S. June 28, 1996 Colonial Realty LP Colonial Realty Limited Partnership July 1, 1996 Security Capital Atlantic Security Capital Atlantic Multifamily, Inc. Aug. 1, 1996 Crystal Mortgage 1996-1 Crystal Run Property, Inc. Oct. 1, 1996 SASCO 1996 C-1 Structured Asset Securities Corporation Oct. 23, 1996 Nomura 1996 D-3 Asset Securitization Corporation Nov. 25, 1996 Hospitality 1996 C-1 Hospitality Properties Mortgage Acceptance Corp.
Page 7 of 7 Appendix B, Page 2 AMRESCO Services, L.P.
Contract Date Reference Name Seller, Depositor or other Primary Party - ---------------------------------------------------------------------------------------- Dec. 17, 1996 Nomura 1996 MD VI Asset Securitization Corporation Dec. 17, 1996 Potomac Gurnee Finance Potomac Gurnee Finance Corp. Feb. 1, 1997 DB 1993-A Nomura Securities International, Inc. Feb. 6, 1997 JP Morgan 1997 C-4 J.P. Morgan Commercial Mortgage Finance Corp. Mar. 27, 1997 Nomura 1997 D-4 Asset Securitization Corporation Apr. 30, 1997 Franklin Park Finance Franklin Park Finance, Inc. Apr. 30, 1997 Willowbrook Finance Willowbrook Finance Corporation June 30, 1997 MSCI 1997 HF1 Morgan Stanley Capital I, Inc. June 30, 1997 MSCI 1997 WF1 Morgan Stanley Capital I, Inc. July 8, 1997 ACMF 1997 C-1 AMRESCO Commercial Mortgage Funding I Corp. Aug. 14, 1997 GSM 1997-GL 1 GS Mortgage Securities Corporation II Sep. 29, 1997 SASCO 1997 C-I Structured Asset Securities Corporation Oct. 24, 1997 Nomura 1997 D-5 Asset Securitization Corporation Nov. 3, 1997 USC Oakbrook 1997-1 USC Oakbrook, Inc. Nov. 25, 1997 CSFB 1997-PS1 Credit Suisse First Boston Mortgage Securities Corp. Dec. 1, 1997 BSF Participation Trust BSF III Limited Partnership Feb. 4, 1998 Nomura 1998-ST I Nomura Depositor Trust ST I Feb. 27, 1998 FNMA 1998-M1 Federal National Mortgage Association Mar. 1, 1998 MSC 1998-M1 Morgan Stanley Capital I, Inc. Mar. 1, 1998 FUL 1997-C2 First Union Commercial Mortgage Securities, Inc. Mar. 1, 1998 Lehman 1998-C1 Structured Asset Securities Corporation Mar. 27, 1998 MSC 1998-HP1 Morgan Stanley Capital I, Inc. Mar. 27, 1998 Nomura 1998-D6 Nomura Asset Securities Corporation Mar. 30, 1998 DMARC 1998-C1 Deutsche Mortgage and Asset Receiving Corporation Apr. 29, 1998 MCF 1998-MC1 Mortgage Capital Funding, Inc. Apr. 29, 1998 SASCO 1998-C2 Structured Asset Securities Corporation May 15, 1998 GS 1998-GSFL I GS Mortgage Securities Corporation II Jun. 1, 1998 MSC 1998-WF2 Morgan Stanley Capital I, Inc. Jun. 1, 1998 MSC 1998-XL1 Morgan Stanley Capital I, Inc. Jul 7, 1998 Telecom/Goldman Telcom Properties, Ltd. Aug. 27, 1998 MSC 1998-CF1 Morgan Stanley Capital I, Inc. Sept. 30, 1998 CAPCO 1998-D7 CAPCO America Securitization Corp. Oct. 27, 1998 CSFB 1998-PS2 Credit Suisse First Boston Mortgage Securities Corp. Dec. 30, 1998 MCF 1998-MC3 Mortgage Capital Funding, Inc.
EX-99.14(A)(1)(VI) 7 STATEMENT AS TO COMPLIANCE Exhibit 14(a)(1)(vi) - --------------------------------------------------------------------------- GMAC Commercial Mortgage Corporation Diane M. Norberg 100 South Wacker Drive Vice President Suite 400 CMBS Compliance Chicago, IL 60606 Tel. 312-845-8539 Fax 312-845-8617 J.P. Morgan Series 1997-C4 Annual Statement as to Compliance For the Year Ended December 31, 1998 Pursuant to Section 3.02 of the Pooling and Servicing Agreement governing the referenced transaction, I hereby attest that: i. A review of the activities of GMAC Commercial Mortgage Corporation as Sub-Servicer during the period, and of its performance under this Servicing Agreement, has been made under my supervision. ii. To the best of my knowledge, based on such review, GMAC Commercial Mortgage Corporation as Sub-Servicer, has fulfilled in all material respects its obligations under this Servicing Agreement throughout the period. BY: /s/ Diane M. Norberg Date: 3/23/99 -------------------------- ------- Diane M. Norberg Vice President GMAC Commercial Mortgage Corporation EX-99.14(A)(1)(VII) 8 REPORT OF INDEPENDENT ACCOUNTANT'S EXHIBIT 14(a)(1)(vii) Page 1 of 5 [PRICEWATERHOUSECOOPERS LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, NY 10036 Telephone (212) 596-8000 Telephone (212) 596-8910 Report of Independent Accountant's February 24, 1999 To the Board of Directors and Shareholder of GMAC Commercial Holding Corp. We have examined the accompanying management assertion, dated February 24, 1999, about GMAC Commercial Holding Corp.'s (the "Company") compliance with its established minimum servicing standards ("Servicing Policy") as of and for the year ended December 31, 1998. 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 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, 1998 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP - -------------------------------- PricewaterhouseCoopers LLP New York, New York Page 2 of 5 GMAC Commercial Mortgage Report of Management As of and for the year ended December 31, 1998, GMAC Commercial Holding Corp. has complied in all material respects with the minimum servicing standards set forth in the Company's minimum servicing standards (attached), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, GMAC Commercial Mortgage Corporation had in effect a General Motors Corporation Fidelity bond of $150 million and a GMAC Commercial Mortgage Corporation errors and omissions policy in the amount of $50 million. /s/ Barry A. Moore February 24, 1999 - ------------------------------- Barry A. Moore Executive Vice President 650 Drasher Road o P.O. Box 1015 o Horsham, PA 19044-8015 o Fax 215-828-3232 Page 3 of 5 GMAC COMMERCIAL HOLDING CORP. MINIMUM SERVICING STANDARDS 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 as specified in the servicing agreement in cases where there is an overdraft in an investor's or a mortgagor's account and an advance is specified in the Investor's Servicing Agreement. 3. All cash for each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor or in an investment account in accordance with the applicable servicing agreement requirements. 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. Mortgage payments which are properly identified with a GMACCM, (a subsidiary of GMAC Commercial Holding Corp.) account number and agree to the total amount of the scheduled payment due shall be deposited into the clearing bank accounts and related custodial bank accounts within two business days of receipt. Any mortgage payments which do not meet these parameters will be researched and deposited into the appropriate bank accounts within five business days of receipt. Page 4 of 5 2. 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. 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 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 for those loans that are escrowed shall be made on or before the penalty or insurance policy expiration date, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates, and the mortgagor has agreed with the amounts due. 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 investor per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements. 6. Unissued checks shall be safeguarded so as to prevent unauthorized access. IV. INVESTOR ACCOUNTING AND REPORTING 1. Monthly investor reports shall be sent on a monthly basis listing the total unpaid principal balance and number of loans serviced. Page 5 of 5 V. MORTGAGOR LOAN ACCOUNTING 1. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider. 2. Escrow accounts shall be analyzed in accordance with the mortgagor's loan documents, on at least an annual basis. 3. Interest on escrow accounts, if required by the mortgage documents, shall be paid, or credited, to mortgagors in accordance with the borrower agreements. VI. 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. EX-99.1 9 SECURITY OWNERSHIP J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4 EXHIBIT 99.1 PAGE 1 OF 2 ITEM 12. Security Ownership of Certain Beneficial Owners and Management As of December 31, 1998, the following persons were known to the Registrant to be the registered owners of more than 5% of the aggregate fractional undivided interest evidenced by each Class of the Certificates referenced below:
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL OF CLASS OF HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS -------- -------------------- ------------------------------ ------- Class A-1 Cede & Co. $40,000,000.00 100% 55 Water Street New York, NY 10041 Class A-2 Cede & Co. $100,124,000.00 100% 55 Water Street New York, NY 10041 Class A-3 Cede & Co. $138,659,000.00 100% 55 Water Street New York, NY 10041 Class B Cede & Co. $24,419,000.00 100% 55 Water Street New York, NY 10041 Class C Cede & Co. $22,384,000.00 100% 55 Water Street New York, NY 10041 Class D Cede & Co. $20,349,000.00 100% 55 Water Street New York, NY 10041 Class E Cede & Co. $6,104,000.00 100% 55 Water Street New York, NY 10041 Class F Cede & Co. $26,454,000.00 100% 55 Water Street New York, NY 10041 Class G Cede & Co. $16,279,000.00 100% 55 Water Street New York, NY 10041 Class NR Cede & Co. $12,213,353.00 100% 55 Water Street New York, NY 10041
PAGE 2 OF 2 Class X Cede & Co. $406,985,353.00 100% 55 Water Street New York, NY 10041 C.lass R-I Ailesbury Finance LLC -0- 100% 1912 Capitol Avenue, Suite 406 Cheyenne, WY 82001 Attn: Thomas N. Long Class R-II Ailesbury Finance LLC -0- 100% 1912 Capitol Avenue, Suite 406 Cheyenne, WY 82001 Attn: Thomas N. Long Class R-III Ailesbury Finance LLC -0- 100% 1912 Capitol Avenue, Suite 406 Cheyenne, WY 82001 Attn: Thomas N. Long
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