ORIX (LOGO)

February 18, 2000

PricewaterhouseCoopers
2001 Ross Avenue
Suite 1800
Dallas, Texas 75201-2997

As of and for the year ended December 31, 1999, ORIX Real Estate Capital Markets
("ORECM"),  which was doing business as Banc One Mortgage Capital  Markets,  LLC
until July 12,  1999,  has complied in all  material  respects  with the minimum
servicing  standards set forth in the Mortgage Bankers  Association of America's
Uniform Single  Attestation  Program for Mortgage Bankers ("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,  ORECM had in effect a fidelity bond and errors and
omissions policy in the amount of $25 million.

The Company has  established  and maintains  custodial  accounts with  federally
insured  depository  institutions  in accordance  with the servicing  agreements
requirement for Eligible Accounts. Custodial balances are invested in accordance
with the servicing agreements requirement for Permitted  Investments.  Permitted
Investments  may include  commercial  paper and money  market  mutual funds with
non-federally  insured  financial  institutions  which meet the  minimum  rating
requirements specified by the applicable servicing agreement.



Edgar L. Smith, II
Chief Operating Officer