Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K.
Item 3.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2004, the total number of holders of record for the Series of Certificates is 38.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(b) Not applicable.
(c) Omitted.
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-C1 (Registrant)
Signed: J.P. Morgan Chase Commercial Mortgage Securities Corp. as Depositor
By: Steven Z. Schwartz, President and CEO
By: /s/ Steven Z. Schwartz, President and CEO
Dated: March 23, 2005
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders.
Exhibit Index
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
Series 2004-C1 (the "Trust")
I, Steven Z. Schwartz, the President and Chief Executive Officer of J.P. Morgan Chase Commerical Mortgage Securities Corp., the depositor into the above-referenced Trust, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of the Trust; J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C1 Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer and the special servicer under the Pooling and Servicing Agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in this annual report and required to be delivered to the trustee in accordance with the terms of the Pooling and Servicing Agreement, except as disclosed in this annual report, the Servicer and the Special Servicer have fulfilled their obligations under the Pooling and Servicing Agreement; and
5. This annual report discloses all significant deficiencies relating to the servicer's or Special Servicer's compliance with the minimum servservicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing Agreement, that is included in this annual report.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Clarion Partners, LLC as Special Servicer, GMAC Commercial Mortgage Corporation as Master Servicer, Wells Fargo Bank Minnesota, N.A. as Trustee.
Date: March 23, 2005
/s/ Steven Z. Schwartz Signature
President and CEO Title
EX-99.1 (a) (logo) ERNST & YOUNG
Ernst & Young LLP 5 Times Square New York, NY 10036-6530
Phone: (212) 773-3000 www.ey.com
Report of Independent Certified Public Accountants
To Clarion Partners, LLC
We have examined management's assertion, included in the accompanying report titled Report of Management, that Clarion Partners, LLC (the "Company") complied with the servicing standards identified in Exhibit A to the Report of Management (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those specified 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 specified 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 specified minimum servicing standards.
In our opinion, management's assertion that the Company complied with the aforementioned specified minimum servicing standards as of and for the year ended December 31, 2004, is fairly stated in all material respects.
/s/ Ernst & Young LLP
March 14, 2005
A Member Practice of Ernst & Young Global
Exhibit A
Specified Minimum Servicing Standards
Minimum Servicing Standards Applicable to Clarion Partners, LLC as Special Servicer
Not Minimum Servicing Standards Applicable Applicable
I. Custodial Bank Accounts
1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts X and related bank clearing accounts.
2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an X investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository institution in trust X for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor with thirty (30) X calendar days of payoff of the mortgage loan.
II. Mortgage Payments
1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing X accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business X days of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items X in accordance with the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's X loan documents.
III. Disbursements
1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by X authorized personnel.
2. Disbursements made on behalf of mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained X 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 X 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, X 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 X statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access. X
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 X 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 X balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM X rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least X an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow X 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 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, X 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 in effect on the servicing entity throughout the reporting period in the amount of X coverage represented to investors in management's assertion.
EX-99.1 (b) (logo) PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000
Report of Independent Accountants
To the Board of Directors and Shareholder of GMAC Commercial Mortgage Corporation:
We have examined management's assertion, dated February 14, 2005, about GMAC Commercial Mortgage Corporation's (the "Company's") compliance with its established minimum master servicing policy ("Master Servicing Policy"), which management derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP), as of and for the year ended December 31, 2004 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with the Master 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 Master 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 of the Company's compliance with the Master Servicing Policy.
In our opinion, management's assertion that, except for instances of noncompliance, the Company complied with the aforementioned Master Servicing Policy as of and for the year ended December 31, 2004 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
February 14, 2005
Exhibit I
Management Assertion Concerning Compliance With Minimum Master Servicing Standards
February 14, 2005
As of and for the year ended December 31, 2004, for the master servicing transactions included in Exhibit II, GMAC Commercial Mortgage Corporation has complied, in all material respects, with the applicable minimum master servicing standards set forth in the company's Master Servicing Policy (attached in Exhibit III), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except with respect to the requirement to timely prepare bank reconciliations for custodial bank accounts and timely clear reconciling items, for which the company was not in compliance during the year.
As of December 31, 2004, the company was covered by various General Motors Corporation insurance policies providing $300 million of fidelity bond insurance and $100 million of errors and omissions insurance.
/s/ Robert D. Feller Robert D. Feller Chief Executive Officer
/s/ Michael I. Lipson Michael I. Lipson Executive Vice President, Global Servicing
/s/ Wayne D. Hoch Wayne D. Hoch Executive Vice President and Chief Financial Officer
Exhibit II
GMAC COMMERCIAL MORTGAGE CORPORATION TRANSACTIONS ASSOCIATED WITH MASTER SERVICING RESPONSIBILITIES
277 PARK AVE FINANCE CORP ACMF I SERIES 1997-Cl AETNA, SERIES 1995-C5 AMC DEPOSITOR, SERIES 1999-1 ASC, SERIES 1996-D3 ASC, SERIES 1997-D4 ASW, SERIES 1993-2 ATHERTON - PAINE WEBBER WHSE ATHERTON, SERIES 1997-1 ATHERTON, SERIES 1998-A ATHERTON, SERIES 1999-A BACM, SERIES 2001-Cl BANK OF AMERICA 2002-X1 BKB, SERIES 1997-Cl Cal West Trust II CALSTRS, SERIES 2002-C6 CAPCO, SERIES 1998-D7 CAPITAL TRUST RE CDO 2004-1 CBM, SERIES 1996-1 CDC, SERIES 2002-FX1 CG, Series 2004-FL1 CHASE, SERIES 1996-1 CHASE, SERIES 1996-2 CHASE, SERIES 1997-1 CHASE, SERIES 1997-2 CHASE, SERIES 1998-2 CHASE, SERIES 2000-FL1 CHASE, SERIES 2001-FL1 CHASE-FIRST UNION, 1999-1 CITIBANK, SERIES 1994-C2 CITICORP LEASE TRUST, SERIES 1999-1 COLUMBIA CTR TRUST, 2000-CCT COLUMN, SERIES 2002-CCL1 COMM, SERIES 2001-FL5 COMM, SERIES 2001-J2 COMM, SERIES 2003-LNB1 COMM, Series 2004-LNB2 COMM, Series 2004-LNB4 CSFB, SERIES 1995-M1 CSFB, SERIES 1997-PS1 CSFB, SERIES 1998-PS2 CSFB, SERIES 1999-PS3 CSFB, SERIES 2000-Cl CSFB, SERIES 2000-PS4 CSFB, SERIES 2001-CF2 CSFB, SERIES 2001-SPG1 DAIWA, SERIES 1993-1 DENVER PUBLIC SCHOOLS RET. DEUTSCHE BANC MORTGAGE (184) DLJ, SERIES 1996-CF1 DLJ, SERIES 1997-CF1 DLJ-FB, SERIES 1994-MF1 ED I ED II EMAC, SERIES 1998-1 EMAC, SERIES 1999-1 EMAC, SERIES 2000-1 FIRST BOSTON, SERIES 1995-MF1 FMAC, SERIES 1991-A FMAC, SERIES 1993-B FMAC, SERIES 1994-A FMAC, SERIES 1995-B FMAC, SERIES 1996-B FMAC, SERIES 1997-A FMAC, SERIES 1997-B FMAC, SERIES 1997-C FMAC, SERIES 1998-A FMAC, SERIES 1998-B FMAC, SERIES 1998-C FMAC, SERIES 1998-D FMAC, SERIES 2000-A FMHA FNMA, SERIES 1998-M1 FOREST CITY, SERIES 1994-1 FREEHOLD RACEWAY MALL 2001-FRM G3 STRATEGIC INV. LP 2002 WL1 GAFCO FRANCHISE 1998-1 GFCM 2003-1 GGP MALL PROP TR, SERIES 2001-GGP1 GIA SERIES 2001-A GMACCM 2003-C2 GMACCM CANADA, SERIES 2002-FL1 GMACCM HF1, SERIES 1999-1 GMACCM HF1, SERIES 1999-2 GMACCM Seniors 2003-A GMACCM, SERIES 1996-Cl GMACCM, SERIES 1996-C2 GMACCM, SERIES 1997-C1 GMACCM, SERIES 1997-C2 GMACCM, SERIES 1998-C1 GMACCM, SERIES 1998-C2 GMACCM, SERIES 1999-C1 GMACCM, SERIES 1999-C2 GMACCM, SERIES 1999-C3 GMACCM, SERIES 1999-CTL1 GMACCM, SERIES 2000-C1 GMACCM, SERIES 2000-C2 GMACCM, SERIES 2000-C3 GMACCM, SERIES 2000-FL1 GMACCM, SERIES 2000-FLA GMACCM, SERIES 2000-FLB GMACCM, SERIES 2000-FLE GMACCM, SERIES 2000-FLF GMACCM, SERIES 2001-A GMACCM, SERIES 2001-C1 GMACCM, SERIES 2001-C2 GMACCM, SERIES 2001-FL1 GMACCM, SERIES 2001-FLA GMACCM, SERIES 2002-C1 GMACCM, SERIES 2002-C2 GMACCM, SERIES 2002-C3 GMACCM, SERIES 2002-FL1 GMACCM, SERIES 2002-LT GMACCM, SERIES 2003 DOUBLE EAGLE GMACCM, SERIES 2003-C1 GMACCM, Series 2003-C3 GMACCM, SERIES 2003-FL1 GMACCM, SERIES 2003-FLA GMACCM, SERIES 2003-FL-SNF GMACCM, Series 2003-PMSRLP GMACCM, Series 2004-C1 GMACCM, SERIES 2004-C2 GMACCM, Series 2004-C3 G-MAX 2002 FL-A G-MAX 2002-FX-1 GSMCII, Series 2003-C1 GSMSC II, SERIES 1997-GLI GSMSC II, SERIES 1998-C1 GSMSC II, SERIES 1998-GLII GSMSC II, SERIES 1999-C1 GSMSC II, SERIES 2001-1285 GSMSC II, SERIES 2001-GL3 GSMSC II, SERIES 2001-ROCK GSMSC II, SERIES 2002-GSFL V HUD IPS, SERIES 2003-1 ISTAR, SERIES 2002-1 ISTAR, SERIES 2003-1 JPMC 2002-C3 JPMC, SERIES 2001-A JPMC, SERIES 2001-CIBC1 JPMC, Series 2004-C1 JPMC, SERIES 2004-C2 JPMC, Series 2004-CIBC10 JPMC, Series 2004-CIBC8 JPMC, SERIES 2004-CIBC9 JPMC, SERIES 2004-LN2 KS MORTGAGE CAP, SERIES 1995-1 LAKEWOOD MALL LEHMAN, SERIES 1992-1 LEHMAN, SERIES 1992-2 LEHMAN, SERIES 1994-C2 LEHMAN, SERIES 1995-C2 LEHMAN, SERIES 1996-1 LEHMAN, SERIES 1996-C2 LEHMAN, SERIES 1998-C1 LEHMAN, SERIES 2003-C4 LIBRARY TOWER, SERIES 1998-1 LLL, SERIES 1997-LL1 LONG LANE MASTER TRUST IV LTC, SERIES 1996-1 LTC, SERIES 1998-1 MALL O1 AMERICA, SERIES 2000-1 MCF, SERIES 1993-C1-C2 MCF, SERIES 1995-MC1 MCF, SERIES 1996-MC1 MCF, SERIES 1996-MC2 MCF, SERIES 1998-MC1 MCF, SERIES 1998-MC3 MERRILL, SERIES 1995-C1 MERRILL, SERIES 1995-C2 MERRILL, SERIES 1995-C3 MERRILL, SERIES 1996-C1 MERRILL, SERIES 1997-C1 MERRILL, SERIES 1998-Cl-CTL MERRILL, SERIES 1999-C2 MERRILL, SERIES 2000-C3 MERRILL, SERIES 2000-C4 MERRILL, SERIES 2001-C5 MERRILL, SERIES 2001-LBC MERRILL, SERIES 2002-BC2P MERRILL, SERIES 2002-C7 MERRILL, SERIES 2002-C8 MERRILL, SERIES 2003-C10 MERRILL, SERIES 2003-C11 ML, SERIES 2003-C9 MORGAN, SERIES 1996-C1 MORGAN, SERIES 1997-C1 MORGAN, SERIES 1997-XL I MORGAN, SERIES 1998-CF1 MORGAN, SERIES 1998-HF1 MORGAN, SERIES 1998-HF2 MORGAN, SERIES 1999-RM1 MORGAN, SERIES 2002-HQ MSCI 2004-HQ4 MSDW 2003-1Q4 MSDW CAPTIAL I TRUST 2002-1Q3 MSDW, SERIES 1997-HF1 MSDW, SERIES 1999-FNV1 MSDW, SERIES 2001-IQ MSDW, SERIES 2001-PPM MSDW, SERIES 2002-WM MSDW, Series 2003-IQ5 NATIONS LINK, SERIES 1996-1 NB, SERIES-DMC NEW ENDLAND MUTUAL LIFE, SERIES 1993-1 NOMURA MEGADEAL, SERIES 1995-MD IV NOMURA MEGADEAL, SERIES 1996-MD V NOMURA, SERIES 1993-1 NOMURA, SERIES 1994-MD1 NOMURA, SERIES 1996 MD VI NOMURA, SERIES 1998-D6 NOMURA, SERIES 1998-STI OREGAN, SERIES 1995-1 PAINE WEBBER, SERIES 1996-M1 REAL-T, Series 2004-1 SALOMON, SERIES 1999-C1 SALOMON, SERIES 2000-C1 SASCO, SERIES 1995-C4 SC FUNDING, SERIES 1993-1 SDG MACERICH PROPERTIES LP CMO SL COMMERCIAL, SERIES 1997-C1 SOLAR TRUST, SERIES 2001-1 SOLAR TRUST, SERIES 2002-1 Solar Trust, Series 2003-CC1 STRUCTURED MTG, SERIES 1994-M1 U-HAUL, SERIES 1993-1
Exhibit III
GMAC COMMERCIAL MORTGAGE CORPORATION MINIMUM MASTER SERVICING POLICY
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:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date, but in any event in accordance with the applicable servicing agreements;
* be reviewed and approved by someone other than the person who prepared the reconciliation; and
* evidence explanations for reconciling items which shall be resolved within ninety (90) calendar days of identification.
2. Funds of the servicing entity shall be advanced as specified in the applicable servicing agreements in cases where there is potential for an overdraft in an investor's account or a request letter has been received from a subservicer for a servicing advance stipulated by the subservicing 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.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt from the subservicer.
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 from the subservicer.
III. DISBURSEMENTS
1. Remittances made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel.
2. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent in a timely manner listing loan level detail of payments and balances, and all other data required by the servicing agreements.
V. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity in the amount of coverage represented to investors in management's assertion.
VI. MONITORING OF SUBSERVICER COMPLIANCE
1. Within 120 days of a subservicer's year-end, the subservicer's management assertions about compliance with minimum servicing standards, which were derived form the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, and the Independent Auditors Report on management's assertions shall be reviewed, and if material exceptions are found, appropriate corrective action will be taken.
2. An annual certification from each subservicer stating that the subservicer is in compliance with its subservicer agreement shall be obtained by April 30th for the previous calendar year.
EX-99.2 (a) (logo) ING REAL ESTATE INVESTMENT MANAGEMENT
Management's Assertion on Compliance with the Specified Minimum Servicing Standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP)
Report of Management
We as members of management of Clarion Partners, LLC (the "Company") are responsible for complying with the servicing standards identified in the attached Exhibit A (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these specified minimum servicing standards. We have performed an evaluation of the Company's compliance with the specified minimum servicing standards as of and for the year ended December 31, 2004. Based on this evaluation, we assert that for the year ended December 31, 2004, the Company complied, in all material respects, with the specified minimum servicing standards. As of and for the year ended December 31, 2004, the Company had in effect fidelity bond coverage in the amount of $10,000,000 and an errors and omissions policy in the amount of $25,000,000.
Very truly yours,
/s/ Bruce G. Morrison Mr. Bruce G. Morrison Managing Director
March 14, 2005
ING CLARION 230 Park Avenue, New York, NY 10169 T 212.883.2517 F 212.883.2817 E bruce.morrison@ingclarion.com www.ingclarlon.com
Exhibit A
Specified Minimum Servicing Standards
Minimum Servicing Standards Applicable to Clarion Partners, LLC as Special Servicer
Not Minimum Servicing Standards Applicable Applicable
I. Custodial Bank Accounts
1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts X and related bank clearing accounts.
2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an X investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository institution in trust X for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor with thirty (30) X calendar days of payoff of the mortgage loan.
II. Mortgage Payments
1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing X accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business X days of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items X in accordance with the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's X loan documents.
III. Disbursements
1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by X authorized personnel.
2. Disbursements made on behalf of mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained X 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 X 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, X 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 X statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access. X
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 X 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 X balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM X rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least X an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow X 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 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, X 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 in effect on the servicing entity throughout the reporting period in the amount of X coverage represented to investors in management's assertion.
EX-99.2 (b) Exhibit I
Management's Assertion Concerning Compliance With Minimum Master Servicing Standards
February 14, 2005
As of and for the year ended December 31, 2004, for the master servicing transactions included in Exhibit II, GMAC Commercial Mortgage Corporation has complied, in all material respects, with the applicable minimum master servicing standards set forth in the company's Master Servicing Policy (attached in Exhibit III), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except with respect to the requirement to timely prepare bank reconciliations for custodial bank accounts and timely clear reconciling items, for which the company was not in compliance during the year.
As of December 31, 2004, the company was covered by various General Motors Corporation insurance policies providing $300 million of fidelity bond insurance and $100 million of errors and omissions insurance.
/s/ Robert D. Feller Robert D. Feller Chief Executive Officer
/s/ Michael I. Lipson Michael I. Lipson Executive Vice President, Global Servicing
/s/ Wayne D.Hoch Wayne D.Hoch Executive Vice President and Chief Financial Officer
Exhibit II
GMAC COMMERCIAL MORTGAGE CORPORATION TRANSACTIONS ASSOCIATED WITH MASTER SERVICING RESPONSIBILITIES
277 PARK AVE FINANCE CORP ACMF I SERIES 1997-Cl AETNA, SERIES 1995-C5 AMC DEPOSITOR, SERIES 1999-1 ASC, SERIES 1996-D3 ASC, SERIES 1997-D4 ASW, SERIES 1993-2 ATHERTON - PAINE WEBBER WHSE ATHERTON, SERIES 1997-1 ATHERTON, SERIES 1998-A ATHERTON, SERIES 1999-A BACM, SERIES 2001-Cl BANK OF AMERICA 2002-X1 BKB, SERIES 1997-Cl Cal West Trust II CALSTRS, SERIES 2002-C6 CAPCO, SERIES 1998-D7 CAPITAL TRUST RE CDO 2004-1 CBM, SERIES 1996-1 CDC, SERIES 2002-FX1 CG, Series 2004-FL1 CHASE, SERIES 1996-1 CHASE, SERIES 1996-2 CHASE, SERIES 1997-1 CHASE, SERIES 1997-2 CHASE, SERIES 1998-2 CHASE, SERIES 2000-FL1 CHASE, SERIES 2001-FL1 CHASE-FIRST UNION, 1999-1 CITIBANK, SERIES 1994-C2 CITICORP LEASE TRUST, SERIES 1999-1 COLUMBIA CTR TRUST, 2000-CCT COLUMN, SERIES 2002-CCL1 COMM, SERIES 2001-FL5 COMM, SERIES 2001-J2 COMM, SERIES 2003-LNB1 COMM, Series 2004-LNB2 COMM, Series 2004-LNB4 CSFB, SERIES 1995-M1 CSFB, SERIES 1997-PS1 CSFB, SERIES 1998-PS2 CSFB, SERIES 1999-PS3 CSFB, SERIES 2000-Cl CSFB, SERIES 2000-PS4 CSFB, SERIES 2001-CF2 CSFB, SERIES 2001-SPG1 DAIWA, SERIES 1993-1 DENVER PUBLIC SCHOOLS RET. DEUTSCHE BANC MORTGAGE (184) DLJ, SERIES 1996-CF1 DLJ, SERIES 1997-CF1 DLJ-FB, SERIES 1994-MF1 ED I ED II EMAC, SERIES 1998-1 EMAC, SERIES 1999-1 EMAC, SERIES 2000-1 FIRST BOSTON, SERIES 1995-MF1 FMAC, SERIES 1991-A FMAC, SERIES 1993-B FMAC, SERIES 1994-A FMAC, SERIES 1995-B FMAC, SERIES 1996-B FMAC, SERIES 1997-A FMAC, SERIES 1997-B FMAC, SERIES 1997-C FMAC, SERIES 1998-A FMAC, SERIES 1998-B FMAC, SERIES 1998-C FMAC, SERIES 1998-D FMAC, SERIES 2000-A FMHA FNMA, SERIES 1998-M1 FOREST CITY, SERIES 1994-1 FREEHOLD RACEWAY MALL 2001-FRM G3 STRATEGIC INV. LP 2002 WL1 GAFCO FRANCHISE 1998-1 GFCM 2003-1 GGP MALL PROP TR, SERIES 2001-GGP1 GIA SERIES 2001-A GMACCM 2003-C2 GMACCM CANADA, SERIES 2002-FL1 GMACCM HF1, SERIES 1999-1 GMACCM HF1, SERIES 1999-2 GMACCM Seniors 2003-A GMACCM, SERIES 1996-Cl GMACCM, SERIES 1996-C2 GMACCM, SERIES 1997-C1 GMACCM, SERIES 1997-C2 GMACCM, SERIES 1998-C1 GMACCM, SERIES 1998-C2 GMACCM, SERIES 1999-C1 GMACCM, SERIES 1999-C2 GMACCM, SERIES 1999-C3 GMACCM, SERIES 1999-CTL1 GMACCM, SERIES 2000-C1 GMACCM, SERIES 2000-C2 GMACCM, SERIES 2000-C3 GMACCM, SERIES 2000-FL1 GMACCM, SERIES 2000-FLA GMACCM, SERIES 2000-FLB GMACCM, SERIES 2000-FLE GMACCM, SERIES 2000-FLF GMACCM, SERIES 2001-A GMACCM, SERIES 2001-C1 GMACCM, SERIES 2001-C2 GMACCM, SERIES 2001-FL1 GMACCM, SERIES 2001-FLA GMACCM, SERIES 2002-C1 GMACCM, SERIES 2002-C2 GMACCM, SERIES 2002-C3 GMACCM, SERIES 2002-FL1 GMACCM, SERIES 2002-LT GMACCM, SERIES 2003 DOUBLE EAGLE GMACCM, SERIES 2003-C1 GMACCM, Series 2003-C3 GMACCM, SERIES 2003-FL1 GMACCM, SERIES 2003-FLA GMACCM, SERIES 2003-FL-SNF GMACCM, Series 2003-PMSRLP GMACCM, Series 2004-C1 GMACCM, SERIES 2004-C2 GMACCM, Series 2004-C3 G-MAX 2002 FL-A G-MAX 2002-FX-1 GSMCII, Series 2003-C1 GSMSC II, SERIES 1997-GLI GSMSC II, SERIES 1998-C1 GSMSC II, SERIES 1998-GLII GSMSC II, SERIES 1999-C1 GSMSC II, SERIES 2001-1285 GSMSC II, SERIES 2001-GL3 GSMSC II, SERIES 2001-ROCK GSMSC II, SERIES 2002-GSFL V HUD IPS, SERIES 2003-1 ISTAR, SERIES 2002-1 ISTAR, SERIES 2003-1 JPMC 2002-C3 JPMC, SERIES 2001-A JPMC, SERIES 2001-CIBC1 JPMC, Series 2004-C1 JPMC, SERIES 2004-C2 JPMC, Series 2004-CIBC10 JPMC, Series 2004-CIBC8 JPMC, SERIES 2004-CIBC9 JPMC, SERIES 2004-LN2 KS MORTGAGE CAP, SERIES 1995-1 LAKEWOOD MALL LEHMAN, SERIES 1992-1 LEHMAN, SERIES 1992-2 LEHMAN, SERIES 1994-C2 LEHMAN, SERIES 1995-C2 LEHMAN, SERIES 1996-1 LEHMAN, SERIES 1996-C2 LEHMAN, SERIES 1998-C1 LEHMAN, SERIES 2003-C4 LIBRARY TOWER, SERIES 1998-1 LLL, SERIES 1997-LL1 LONG LANE MASTER TRUST IV LTC, SERIES 1996-1 LTC, SERIES 1998-1 MALL O1 AMERICA, SERIES 2000-1 MCF, SERIES 1993-C1-C2 MCF, SERIES 1995-MC1 MCF, SERIES 1996-MC1 MCF, SERIES 1996-MC2 MCF, SERIES 1998-MC1 MCF, SERIES 1998-MC3 MERRILL, SERIES 1995-C1 MERRILL, SERIES 1995-C2 MERRILL, SERIES 1995-C3 MERRILL, SERIES 1996-C1 MERRILL, SERIES 1997-C1 MERRILL, SERIES 1998-Cl-CTL MERRILL, SERIES 1999-C2 MERRILL, SERIES 2000-C3 MERRILL, SERIES 2000-C4 MERRILL, SERIES 2001-C5 MERRILL, SERIES 2001-LBC MERRILL, SERIES 2002-BC2P MERRILL, SERIES 2002-C7 MERRILL, SERIES 2002-C8 MERRILL, SERIES 2003-C10 MERRILL, SERIES 2003-C11 ML, SERIES 2003-C9 MORGAN, SERIES 1996-C1 MORGAN, SERIES 1997-C1 MORGAN, SERIES 1997-XL I MORGAN, SERIES 1998-CF1 MORGAN, SERIES 1998-HF1 MORGAN, SERIES 1998-HF2 MORGAN, SERIES 1999-RM1 MORGAN, SERIES 2002-HQ MSCI 2004-HQ4 MSDW 2003-1Q4 MSDW CAPTIAL I TRUST 2002-1Q3 MSDW, SERIES 1997-HF1 MSDW, SERIES 1999-FNV1 MSDW, SERIES 2001-IQ MSDW, SERIES 2001-PPM MSDW, SERIES 2002-WM MSDW, Series 2003-IQ5 NATIONS LINK, SERIES 1996-1 NB, SERIES-DMC NEW ENDLAND MUTUAL LIFE, SERIES 1993-1 NOMURA MEGADEAL, SERIES 1995-MD IV NOMURA MEGADEAL, SERIES 1996-MD V NOMURA, SERIES 1993-1 NOMURA, SERIES 1994-MD1 NOMURA, SERIES 1996 MD VI NOMURA, SERIES 1998-D6 NOMURA, SERIES 1998-STI OREGAN, SERIES 1995-1 PAINE WEBBER, SERIES 1996-M1 REAL-T, Series 2004-1 SALOMON, SERIES 1999-C1 SALOMON, SERIES 2000-C1 SASCO, SERIES 1995-C4 SC FUNDING, SERIES 1993-1 SDG MACERICH PROPERTIES LP CMO SL COMMERCIAL, SERIES 1997-C1 SOLAR TRUST, SERIES 2001-1 SOLAR TRUST, SERIES 2002-1 Solar Trust, Series 2003-CC1 STRUCTURED MTG, SERIES 1994-M1 U-HAUL, SERIES 1993-1
Exhibit III
GMAC COMMERCIAL MORTGAGE CORPORATION MINIMUM MASTER SERVICING POLICY
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:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date, but in any event in accordance with the applicable servicing agreements;
* be reviewed and approved by someone other than the person who prepared the reconciliation; and
* evidence explanations for reconciling items which shall be resolved within ninety (90) calendar days of identification.
2. Funds of the servicing entity shall be advanced as specified in the applicable servicing agreements in cases where there is potential for an overdraft in an investor's account or a request letter has been received from a subservicer for a servicing advance stipulated by the subservicing 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.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt from the subservicer.
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 from the subservicer.
III. DISBURSEMENTS
1. Remittances made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel.
2. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent in a timely manner listing loan level detail of payments and balances, and all other data required by the servicing agreements.
V. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity in the amount of coverage represented to investors in management's assertion.
VI. MONITORING OF SUBSERVICER COMPLIANCE
1. Within 120 days of a subservicer's year-end, the subservicer's management assertions about compliance with minimum servicing standards, which were derived form the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, and the Independent Auditors Report on management's assertions shall be reviewed, and if material exceptions are found, appropriate corrective action will be taken.
2. An annual certification from each subservicer stating that the subservicer is in compliance with its subservicer agreement shall be obtained by April 30th for the previous calendar year.
EX-99.3 (a) (logo)ING REAL ESTATE INVESTMENT MANAGEMENT
March 14, 2005
Clarion Capital, LLC 335 Madison Avenue New York, NY 10017 Attn: Stephen Baines
Moody's Investors Services 99 Church Street 4th Floor New York, NY 10007 Attn: Commercial Mortgage Backed Securities
Fitch, Inc. One State Street Plaza New York, NY 10004 Attn: Commercial Mortgage-Backed Securities
Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045-1951 Attn: Corporate Trust (CMBS), J.P. Morgan Chase 2004-Cl
J.P. Morgan Chase Commercial Mortgage Securities Corp. 270 Park Avenue, 10th Floor New York, NY 10017 Attn: Dennis Schuh, Vice President
GMAC Commercial Mortgage Corporation 200 Witmer Road Horsham, PA 19044 Attn: Managing Director, Commercial Servicing Operations, JPMC 2004-C1
RE: J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-C1
Dear Sir or Madam:
This Officer's Certificate is provided to you by Clarion Partners, LLC ("Clarion") pursuant to Section 3.13 of that certain Pooling and Servicing Agreement ("PSA") dated as of February 1, 2004 relative to the above referenced securitization for which Clarion acts as Special 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 Clarion, hereby informs you that (i) a review of the activities of the Special Servicer during the proceeding calendar year and of its performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Special Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year or, if there has been a default in the fulfillment of any such obligation, it has been noted herein, and (iii) the Special Servicer has received no notice regarding the qualification, or challenging the status, of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC from the IRS or any other governmental agency or body.
Sincerely,
Clarion Partners, LLC a New York limited liability company, its authorized agent
By: /s/ Bruce G. Morrison Bruce G. Morrison Authorized Signatory
230 Park Avenue, New York, NY 10169 T 212.883.2517 F 212.883.2817 E bruce.morrison@ingclarion.com www.ingclarion.com
EX-99.3 (b) (logo) GMAC Commercial Mortgage
Annual Statement as to Compliance For the Year Ended December 31, 2004
J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2004-C1
Pursuant to Section 3.13 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 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 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 a REMIC from the Internal Revenue Service or any other governmental agency or body.
GMAC COMMERCIAL MORTGAGE CORPORATION
/s/ Brian T. Stauffer By: Brian T. Stauffer Title: Senior Vice President Date: February 20, 2005
..123 G
200 Witmer Road * P.O. Box 1015 * Horsham, PA 19044-8015
Ex-99.4
Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders