<PAGE>
EXHIBIT 99.5
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of December 5, 2000, between Goldman Sachs Mortgage Company as
seller (the "Seller") and GMAC Commercial Mortgage Securities, Inc. as purchaser
(the "Purchaser").
Subject to the terms and conditions hereof, the Seller desires to sell,
assign, transfer and otherwise convey to the Purchaser, and the Purchaser
desires to purchase, the multifamily and commercial mortgage loans (the
"Mortgage Loans") identified on the schedule annexed hereto as Exhibit A (the
"Mortgage Loan Schedule").
It is expected that the Mortgage Loans will be transferred, together
with other multifamily and commercial mortgage loans, to a trust fund (the
"Trust Fund") to be formed by the Purchaser, beneficial ownership of which will
be evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Moody's
Investors Service, Inc. and Fitch, Inc. (together, the "Rating Agencies").
Certain classes of the Certificates (the "Registered Certificates") will be
registered under the Securities Act of 1933, as amended (the "Securities Act").
The Trust Fund will be created and the Certificates will be issued pursuant to a
pooling and servicing agreement to be dated as of December 1, 2000 (the "Pooling
and Servicing Agreement"), among the Purchaser as depositor, GMAC Commercial
Mortgage Corporation as master servicer (in such capacity, the "Master
Servicer") and special servicer (in such capacity, the "Special Servicer"),
LaSalle Bank National Association, as trustee (in such capacity, the "Trustee")
and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"). Capitalized terms
not otherwise defined herein have the meanings assigned to them in the Pooling
and Servicing Agreement as in effect on the Closing Date.
The Purchaser intends to sell the Class A-1, Class A-2, Class B, Class
C and Class D Certificates to Deutsche Bank Securities Inc., Goldman, Sachs &
Co. (together, the "Underwriters"), pursuant to an underwriting agreement dated
the date hereof (the "Underwriting Agreement"). The Purchaser intends to sell
the Class X, Class E, Class F and Class G Certificates to the Underwriters the
Class S-MAC-1, Class S-MAC-2, Class S-MAC-3 and Class S-MAC-4 Certificates to
Goldman, Sachs & Co. and the Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P and Class S-AM Certificates to Commercial Asset Trading,
Inc. (in such capacity, each an "Initial Purchaser") pursuant to two certificate
purchase agreements, each dated the date hereof (the "Certificate Purchase
Agreements"). The Purchaser intends to sell the Class R-I, Class R-II and Class
R-III Certificates to CIBC World Markets Corp. (in such capacity, an "Initial
Purchaser"). The Class X, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class S-AM, Class S-MAC-1, Class
S-MAC-2, Class S-MAC-3, Class S-MAC-4, Class R-I, Class R-II and Class R-III
Certificates are collectively referred to as the "Non-Registered Certificates."
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
<PAGE>
SECTION 1. Agreement to Purchase.
Subject to the terms and conditions hereof, the Seller agrees to sell,
assign, transfer and otherwise convey to the Purchaser, and the Purchaser agrees
to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans
shall take place on December 14, 2000 or such other date as shall be mutually
acceptable to the parties hereto (the "Closing Date"). The "Cut-off Date" with
respect to any Mortgage Loan is the Due Date for such Mortgage Loan in December,
2000. As of the close of business on their respective Cut-off Dates (which
Cut-off Dates may occur after the Closing Date), the Mortgage Loans will have an
aggregate principal balance (the "Aggregate Cut-off Date Balance"), after
application of all payments of principal due thereon on or before such date,
whether or not received, of $215,107,249.65, subject to a variance of plus or
minus 5%. The purchase price for the Mortgage Loans shall be calculated and paid
pursuant to the Mortgage Loan Purchase Agreement dated September 28, 2000
between the Seller, as purchaser, and the Purchaser, as seller.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the
Seller of the purchase price referred to in Section 1 hereof (exclusive of any
applicable holdback for transaction expenses), the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, including all
interest and principal received or receivable by the Seller on or with respect
to the Mortgage Loans after the Cut-off Date for each such Mortgage Loan,
together with all of the Seller's right, title and interest in and to the
proceeds of any related title, hazard, or other insurance policies and any
escrow, reserve or other comparable accounts related to the Mortgage Loans. The
Purchaser shall be entitled to (and, to the extent received by or on behalf of
the Seller, the Seller shall deliver or cause to be delivered to or at the
direction of the Purchaser) all scheduled payments of principal and interest due
on the Mortgage Loans after the Cut-off Date for each such Mortgage Loan, and
all other recoveries of principal and interest collected thereon after such
Cut-off Date. All scheduled payments of principal and interest due thereon on or
before the Cut-off Date for each Mortgage Loan and collected after such Cut-off
Date shall belong to the Seller.
(b) In connection with the Seller's assignment pursuant to subsection
(a) above, the Seller hereby agrees that, at least five (5) Business Days before
the Closing Date, it shall have delivered to and deposited with the Trustee, the
Mortgage File (as described on Exhibit B hereto) for each Mortgage Loan so
assigned to the extent that such Mortgage File was delivered to the Seller by
GMAC Commercial Mortgage Corporation. On the Closing Date, upon notification
from the Seller that the purchase price referred to in Section 1 (exclusive of
any applicable holdback for transaction expenses) has been received by the
Seller, the Trustee shall be authorized to release to the Purchaser or its
designee all of the Mortgage Files in the Trustee's possession relating to the
Mortgage Loans.
(c) All documents and records in the Seller's possession (or under its
control) relating to the Mortgage Loans that are not required to be a part of a
Mortgage File in accordance with Exhibit B (all such other documents and
records, as to any Mortgage Loan, the "Servicing File"),
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<PAGE>
together with all escrow payments, reserve funds and other comparable funds in
the possession of the Seller (or under its control) with respect to the Mortgage
Loans, shall (unless they are held by a sub-servicer that shall, as of the
Closing Date, begin acting on behalf of the Master Servicer pursuant to a
written agreement between such parties) be delivered by the Seller (or its
agent) to the Purchaser (or its designee) no later than the Closing Date. If a
sub-servicer shall, as of the Closing Date, begin acting on behalf of the Master
Servicer with respect to any Mortgage Loan pursuant to a written agreement
between such parties, the Seller shall deliver a copy of the related Servicing
File to the Master Servicer.
(d) The Seller and the Purchaser intend the transfer of the Mortgage
Loans hereunder to be a true sale by the Seller to the Purchaser that is
absolute and irrevocable and that provides the Purchaser with full control of
the Mortgage Loans.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence Review.
The Seller shall reasonably cooperate with any examination of the
Mortgage Files and Servicing Files that may be undertaken by or on behalf of the
Purchaser. The fact that the Purchaser has conducted or has failed to conduct
any partial or complete examination of the Mortgage Files and/or Servicing Files
shall not affect the Purchaser's right to pursue any remedy available in equity
or at law for a breach of the Seller's representations, warranties and covenants
set forth in or contemplated by Section 4.
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) Reserved.
(b) The Seller, as of the date hereof, hereby represents and warrants
to, and covenants with, the Purchaser that:
(i) The Seller is a limited partnership, duly organized,
validly existing and in good standing under the laws of the State of
New York, and is in compliance with the laws of each State to the
extent necessary to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the
Seller, and the performance and compliance with the terms of this
Agreement by the Seller, will not violate the Seller's organizational
documents or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it
is a party or which is applicable to it or any of its assets, in each
case which materially and adversely affect the ability of the Seller to
carry out the transactions contemplated by this Agreement.
(iii) The Seller has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
3
<PAGE>
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Seller, enforceable against the Seller in accordance
with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this
Agreement that purport to provide indemnification for securities laws
liabilities.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law,
any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the
ability of the Seller to perform its obligations under this Agreement
or the financial condition of the Seller.
(vi) No litigation is pending with regard to which the Seller
has received service of process or, to the best of the Seller's
knowledge, threatened against the Seller the outcome of which, in the
Seller's good faith and reasonable judgment, could reasonably be
expected to prohibit the Seller from entering into this Agreement or
materially and adversely affect the ability of the Seller to perform
its obligations under this Agreement or the financial condition of the
Seller.
(vii) The Seller has not dealt with any broker, investment
banker, agent or other person, other than the Purchaser, the
Underwriters, the Initial Purchasers and their respective affiliates,
that may be entitled to any commission or compensation in connection
with the sale of the Mortgage Loans by the Seller to the Purchaser or
the consummation of any of the other transactions contemplated hereby.
(viii) No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority
or court is required, under federal or state law (including, with
respect to any bulk sale laws), for the execution, delivery and
performance of or compliance by the Seller with this Agreement, or the
consummation by the Seller of any transaction contemplated hereby,
other than (1) the filing or recording of financing statements,
instruments of assignment and other similar documents necessary in
connection with Seller's sale of the Mortgage Loans to the Purchaser,
(2) such consents, approvals, authorizations, qualifications,
registrations, filings or notices as have been obtained or made and (3)
where the lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect
on the performance by the Seller under this Agreement.
(c) Upon discovery by any of the parties hereto of a breach of
any of the representations and warranties made pursuant to and set
forth in subsection (b) above which
4
<PAGE>
materially and adversely affects the interests of the Purchaser, the party
discovering such breach shall give prompt written notice to the other party
hereto.
SECTION 5. Representations, Warranties and Covenants of the Purchaser.
(a) The Purchaser, as of the date hereof, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of State of Delaware.
(ii) The execution and delivery of this Agreement by the
Purchaser, and the performance and compliance with the terms of this
Agreement by the Purchaser, will not violate the Purchaser's
organizational documents or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any
of its assets, in each case which materially and adversely affect the
ability of the Purchaser to carry out the transactions contemplated by
this Agreement.
(iii) The Purchaser has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this
Agreement that purport to provide indemnification for securities laws
liabilities.
(v) The Purchaser is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any
law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Purchaser's good faith
and reasonable judgment, is likely to affect materially and adversely
either the ability of the Purchaser to perform its obligations under
this Agreement or the financial condition of the Purchaser.
(vi) No litigation is pending or, to the best of the
Purchaser's knowledge, threatened against the Purchaser which would
prohibit the Purchaser from entering into this Agreement or, in the
Purchaser's good faith and reasonable judgment, is likely to materially
and adversely affect either the ability of the Purchaser to perform its
obligations under this Agreement or the financial condition of the
Purchaser.
5
<PAGE>
(vii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Seller, the Underwriters,
the Initial Purchasers and their respective affiliates, that may be
entitled to any commission or compensation in connection with the sale
of the Mortgage Loans or the consummation of any of the transactions
contemplated hereby.
(viii) No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority
or court is required, under federal or state law, for the execution,
delivery and performance of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction
contemplated hereby, other than (1) such consents, approvals,
authorizations, qualifications, registrations, filings or notices as
have been obtained or made and (2) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice
would not have a material adverse effect on the performance by the
Purchaser under this Agreement.
(b) Upon discovery by any of the parties hereto of a breach of any of
the representations and warranties set forth above which materially and
adversely affects the interests of the Seller, the party discovering such breach
shall give prompt written notice to the other party hereto.
SECTION 6. Reserved.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall be
held at the offices of Mayer, Brown & Platt, 1675 Broadway, New York, New York
10019 at 10:00 a.m., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(i) All of the representations and warranties of the Seller
and the Purchaser specified herein shall be true and correct as of the
Closing Date;
(ii) All documents specified in Section 8 (the "Closing
Documents"), in such forms as are agreed upon and reasonably acceptable
to the Purchaser, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;
(iii) The Seller shall have delivered and released to the
Trustee, the Purchaser or the Purchaser's designee, as the case may be,
all documents and funds required to be so delivered pursuant to
Section 2;
(iv) All other terms and conditions of this Agreement required
to be complied with on or before the Closing Date shall have been
complied with, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to
be complied with or performed after the Closing Date; and
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<PAGE>
(v) The Underwriting Agreement shall not have been terminated
in accordance with its terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 8. Closing Documents.
The Closing Documents shall consist of the following:
(i) this Agreement duly executed and delivered by the
Purchaser and the Seller;
(ii) an Officer's Certificate substantially in the form of
Exhibit C-1 hereto, executed by the Secretary or an assistant secretary
of the Seller, and dated the Closing Date, and upon which the
Purchaser, each Underwriter and each Initial Purchaser may rely,
attaching thereto as exhibits the organizational documents of the
Seller;
(iii) a certificate of good standing regarding the Seller from
the Secretary of State for the State of New York, dated not earlier
than 30 days prior to the Closing Date;
(iv) a certificate of the Seller substantially in the form of
Exhibit C-2 hereto, executed by an executive officer or authorized
signatory of the Seller and dated the Closing Date, and upon which the
Purchaser, each Underwriter and each Initial Purchaser may rely;
(v) a written opinion of counsel for the Seller, substantially
in the form of Exhibit C-3 hereto and subject to such reasonable
assumptions and qualifications as may be requested by counsel for the
Seller and acceptable to counsel for the Purchaser, dated the Closing
Date and addressed to the Purchaser, each Underwriter and each Initial
Purchaser;
(vi) to the extent required by any of the Rating Agencies, a
written opinion of counsel for the Purchaser regarding the
characterization of the transfer of the Mortgage Loans to the Purchaser
as a "true sale", subject to such reasonable assumptions and
qualifications as may be requested by counsel for the Purchaser, dated
the Closing Date and addressed to the Rating Agencies, the Purchaser,
each Underwriter and the Trustee;
(vii) the Supplemental Agreement, dated as of the date hereof,
between GMAC Commercial Mortgage Corporation ("GMACCM") and the Seller
(the "Supplemental Agreement"), duly executed and delivered by GMACCM
and the Seller; and
(viii) such further certificates, opinions and documents as
the Purchaser may reasonably request.
7
<PAGE>
SECTION 9. Reserved.
SECTION 10. Assignment of Supplemental Agreement.
In connection with the transfer of the Mortgage Loans hereunder, the
Seller hereby assigns to the Purchaser all of the Seller's right, title and
interest in and to the Supplemental Agreement.
SECTION 11. Notices.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered to or
mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to GMAC Commercial Mortgage Securities, Inc. at
200 Witmer Road, Horsham, Pennsylvania 19044-8015, Attention: Structured Finance
Manager, facsimile no. (215) 328-1775, with a copy to the General Counsel, GMAC
Commercial Mortgage Corporation, or such other address or facsimile number as
may hereafter be furnished to the Seller in writing by the Purchaser; and if to
the Seller, addressed to Goldman Sachs Mortgage Company, at 85 Broad Street, New
York, New York 10004, Attention: Jay Strauss, facsimile no. (212) 902-4140 or to
such other address or facsimile number as the Seller may designate in writing to
the Purchaser.
SECTION 12. Reserved.
SECTION 13. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser or its designee.
SECTION 14. Severability of Provisions.
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
8
<PAGE>
SECTION 15. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 16. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES EXCEPT THAT THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 17. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 18. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall not
be assigned by the Seller without the prior written consent of the Purchaser,
except that any person into which the Seller may be merged or consolidated, or
any corporation or other entity resulting from any merger, conversion or
consolidation to which the Seller is a party, or any person succeeding to all or
substantially all of the business of the Seller, shall be the successor to the
Seller hereunder. The Purchaser has the right to assign its interest under this
Agreement, in whole or in part, as may be required to effect the purposes of the
Pooling and Servicing Agreement, and the assignee shall, to the extent of such
assignment, succeed to the rights and obligations hereunder of the Purchaser.
Subject to the foregoing, this Agreement shall bind and inure to the benefit of
and be enforceable by the Seller and the Purchaser, and their permitted
successors and assigns.
SECTION 19. Amendments
(a) No term or provision of this Agreement may be amended, waived,
modified or in any way altered, unless such amendment, waiver, modification or
alteration is in writing and signed by a duly authorized officer of the party
against whom such amendment, waiver, modification or alteration is sought to be
enforced.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers as of the date first
above written.
GOLDMAN SACHS MORTGAGE COMPANY,
a New York Limited Partnership
By: Goldman Sachs Real Estate Funding Corp.,
its General Partner
By: /s/
-----------------------------------------
Name: Robert Christie
Title: Vice President
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/
-----------------------------------------
Name: David Lazarus
Title: Vice President
Acknowledged and Agreed
with respect to Section 10:
GMAC COMMERCIAL MORTGAGE CORPORATION
By: /s/
-----------------------------------
Name: David Lazarus
Title: Vice President
S-1
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
GMACCM - GOLDMAN SACHS REPURCHASE FACILITY
<TABLE>
<CAPTION>
LOAN NUMBER LOAN NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
28450 Governor's Square Apartments 520 P Street, 1451 3rd Street
28997 Hillside Village Shopping Center 6441 E. Mockingbird Lane
28270 Courtyard by Marriott 2700 Hoppe Trail
28491 TownePlace Suites by Marriott 66 Zephyr Road
28350 Bay Shore Retail Center 3845 Bayshore Road
28493 Courtyard by Marriott 80 Northeast Loop 410
28499 Courtyard by Marriott (MI) 1592 Mall Drive
28497 Fairfield Inn by Marriott (TX) 88 Northeast Loop 410
29297 Amtech Systems Corporation Facility 8600 Jefferson Street, NE
28233 Bainbridge Self-Storage 9300 Sportsman Club Road NE
27963 University Avenue Office Building 7373 University Avenue
27965 Congress Avenue Office Park I 1760 N. Congress Avenue
28267 El Camino Real Courtyards 250 El Camino Real
28261 Arcadia Business Center 735 W. Duarte Road
27964 Beach Professional Plaza 12362 Beach Boulevard
01-1027968 2911 Florence Avenue Retail 2911 Florence Avenue
01-1027711 Parkview Professional Building 1800 Rockaway Avenue
01-1026840 Kendall Apartment Portfolio
01-1026840-A 39th Street Apartments 975, 1005, 1015 39th Street
01-1026840-B Sutton Place Apartments 1832 - 1836 Sutton Court
01-1026840-C Winston Drive Apartments 3370 - 3400 Winston Drive
01-1026840-D 25th Street Apartments 3902 25th Street
01-1026840-E Kennedy Drive Apartments 2005 - 2007 Kennedy Drive
01-1026840-F Loganwood Apartments 2104 18th Avenue
01-1026670 Island Mall 1425 McCulloch Boulevard
01-1025159 Highland Park Apartments 6622 - 6766 North Fessenden Street
01-1026870 Ashley Apartment Building 4954 West Pine Boulevard
01-1028013 Carlton Heights Apartments 8206 Bunche Drive
01-1027426 Colonial Apartments 165 Pearl Street
01-1027758 171 - 181 Market Street Office 171 - 181 Market Street
01-1027009 Hudson Place Apartments 5605, 5610, 5611, 5612 Hudson Street; 1517-1519
Matilda St.
01-1025837 Greenville Shopping Center 2715 Traders Road
01-1026872 Palmetto Medical Park 22023 State Road 7
01-1024063 100 East Main Office 100 East Main Street and 101 East Water Street
01-1027024 Patriot Self Storage 1144 Sigman Road
01-1027879 374 South 5th Street Apartments 374 South 5th Street
01-1028782 367 South 5th Street Multifamily 367 South 5th Street
01-1028014 Fairfield Apartments 100 South Bowser Road
991091618 Valley Creek Office Property 8301, 8401, & 8501 Golden Valley Road
11029238 Athens Promenade 3640-3660 Atlanta Highway
991091621 Courtyard by Marriott - Orange 136 Marsh Hill Road
991091630 Porter Square Galleria One Porter Square
991091620 Courtyard by Marriott - Westborough 3 Technology Drive
991091256 Windover of Melbourne Apartments 2255 Friday Court #225
991091662 Park Colony Apartments 9127 N. Potter Road
991091255 Windover Health Club Apartments 5496 Fitness Circle
11029222 The Willows Apartments 49330 Carlos Road
11029255 Fowler Plaza 2301 East Fowler Avenue
991091257 Windover Golden Pointe 2555 Friday Court #225
11029223 Best Buy Mankato 1895 Adam Street
991091254 Windover of Fort Pierce Apartments 2476 Atlantis Drive
991091657 Eckerd Drug/Children's Hospital 2604 - 2606 Route 130 North
991091632 Louis Brandman and Sons 173 Main Street and 10 Catherine Street
991091631 Lansdale & Five Points Apartments 2713, 2719 Azalea Gardens Rd & 1209-1213 Norview Ave
991091666 Parkwood Square Shopping Center 3010 Highway 30 West
991091644 Descanso Plaza Apartments 11102 East 16th Avenue
991091628 Wexford Apartments 430 Elm Street
991091627 South Lamar Retail 2300 South Lamar Boulevard
991091645 210-230 West Nyack Road 210 - 230 West Nyack Road
991091650 Metacom Apartments 400R Metacom Avenue
991091634 Oak Apartments 8904-8914 Temple Terrace Highway
991091649 Metacom Retail 390 Metacom Avenue
11029241 La Comercia 5805 Lyons Avenue
991091658 15-17 Massasoit Avenue 15-17 Massasoit Avenue
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INTEREST
RATE RATE ORIGINAL CUT-OFF DATE
LOAN NUMBER CITY STATE ZIP CODE (%) TYPE BALANCE ($) BALANCE ($)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
28450 Sacramento California 95814 8.08000 Fixed 19,600,000 19,556,631
28997 Dallas Texas 75214 8.18000 Fixed 12,050,000 12,029,212
28270 Round Rock Texas 78681 8.50000 Fixed 6,100,000 6,083,592
28491 Williston Vermont 05495 8.75000 Fixed 5,200,000 5,185,037
28350 Lower Township New Jersey 08204 8.21500 Fixed 5,100,000 5,094,598
28493 San Antonio Texas 78216 8.56250 Fixed 4,400,000 4,385,061
28499 Benton Harbor Michigan 49022 8.31250 Fixed 3,800,000 3,786,431
28497 San Antonio Texas 78216 8.56250 Fixed 3,700,000 3,687,438
29297 Albuquerque New Mexico 87113 8.09000 Fixed 3,500,000 3,496,165
28233 Bainbridge Island Washington 98110 8.75000 Fixed 3,200,000 3,194,811
27963 La Mesa California 92041 8.20000 Fixed 1,685,000 1,682,107
27965 West Palm Beach Florida 33409 8.20000 Fixed 1,340,000 1,337,700
28267 Tustin California 92780 8.37500 Fixed 1,100,000 1,098,192
28261 Arcadia California 91007 8.66000 Fixed 1,000,000 998,471
27964 Stanton California 90680 8.20000 Fixed 950,000 948,369
01-1027968 Los Angeles California 90255 8.67000 Fixed 4,650,000 4,641,273
01-1027711 Hewlett New York 11557 8.43000 Fixed 3,765,000 3,755,960
01-1026840 8.69000 Fixed 3,450,000 3,443,562
01-1026840-A Bettendorf Iowa 52722
01-1026840-B Bettendorf Iowa 52722
01-1026840-C Bettendorf Iowa 52722
01-1026840-D Moline Illinois 61265
01-1026840-E East Moline Illinois 61244
01-1026840-F Moline Illinois 61265
01-1026670 Lake Havasu City Arizona 92083 9.06000 Fixed 2,480,000 2,475,119
01-1025159 Portland Oregon 97203 8.28000 Fixed 2,000,000 1,994,979
01-1026870 St. Louis Missouri 63108 8.20000 Fixed 2,000,000 1,995,716
01-1028013 Dallas Texas 75243 8.75000 Fixed 1,960,000 1,955,735
01-1027426 Seymour Connecticut 06483 8.08000 Fixed 1,700,000 1,696,238
01-1027758 Paterson New Jersey 07505 8.57000 Fixed 1,342,000 1,339,900
01-1027009 Dallas Texas 75206 8.12000 Fixed 1,200,000 1,196,844
01-1025837 Greenville Texas 75402 8.64000 Fixed 1,160,000 1,157,388
01-1026872 Boca Raton Florida 33428 8.50000 Fixed 1,000,000 998,030
01-1024063 Charlottesville Virginia 22902 9.00000 Fixed 977,000 972,478
01-1027024 Conyers Georgia 30012 8.75000 Fixed 955,000 951,204
01-1027879 Brooklyn New York 11211 8.22000 Fixed 940,000 938,394
01-1028782 Brooklyn New York 11211 8.22000 Fixed 723,000 721,765
01-1028014 Richardson Texas 75081 9.25000 Fixed 640,000 638,819
991091618 Golden Valley Minnesota 55427 8.73000 Fixed 14,000,000 13,947,530
11029238 Athens Georgia 30606 8.24000 Fixed 13,300,000 13,286,010
991091621 Orange Connecticut 06477 8.93000 Fixed 12,190,000 12,123,647
991091630 Cambridge Massachusetts 02140 8.43000 Fixed 8,885,000 8,833,493
991091620 Westborough Massachusetts 01581 8.93000 Fixed 8,630,000 8,583,025
991091256 West Melbourne Florida 32904 8.16000 Fixed 6,820,000 6,805,233
991091662 Des Plaines Illinois 60016 8.20000 Fixed 6,500,000 6,483,295
991091255 Orlando Florida 32839 8.16000 Fixed 5,725,000 5,712,604
11029222 Chesterfield Township Michigan 48045 8.32000 Fixed 5,480,000 5,470,868
11029255 Tampa Florida 33612 8.56000 Fixed 4,808,000 4,803,377
991091257 West Melbourne Florida 32904 8.16000 Fixed 4,805,000 4,794,596
11029223 Mankato Minnesota 56001 8.45000 Fixed 3,000,000 2,995,161
991091254 Ft. Pierce Florida 34981 8.16000 Fixed 2,950,000 2,943,612
991091657 Cinnaminson New Jersey 08077 8.62000 Fixed 2,242,000 2,236,920
991091632 Norwalk Connecticut 06851 8.90000 Fixed 1,900,000 1,881,300
991091631 Norfolk Virginia 23513 8.01000 Fixed 1,730,000 1,718,602
991091666 Huntsville Texas 77340 8.78000 Fixed 1,500,000 1,495,877
991091644 Aurora Colorado 80010 8.37000 Fixed 1,219,000 1,210,266
991091628 Pottstown Pennsylvania 19464 8.11000 Fixed 1,100,000 1,095,911
991091627 Austin Texas 78704 8.54000 Fixed 1,000,000 995,843
991091645 West Nyack New York 10960 9.63000 Fixed 920,000 904,541
991091650 Bristol Rhode Island 02809 8.67000 Fixed 800,000 798,215
991091634 Tampa Florida 33637 8.57000 Fixed 790,000 786,737
991091649 Bristol Rhode Island 02809 8.67000 Fixed 735,000 732,028
11029241 Houston Texas 77020 8.90000 Fixed 665,000 664,045
991091658 Bristol Rhode Island 02809 9.14000 Fixed 368,000 367,295
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REMAINING ANTICIPATED
TERM TO REPAYMENT DAY PAYMT MONTHLY ARD CREDIT LEASE
LOAN NUMBER MATURITY (MOS.) MATURITY DATE DATE DUE PAYMENT LOAN LOAN
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
28450 116 08/05/10 5 144,912 No No
28997 117 09/05/10 5 89,935 No No
28270 117 09/01/25 09/01/10 1 49,119 Yes No
28491 117 09/01/25 09/01/10 1 42,764 Yes No
28350 118 10/05/10 5 38,189 No No
28493 116 08/01/25 08/01/10 1 35,616 Yes No
28499 116 08/01/25 08/01/10 1 30,120 Yes No
28497 116 08/01/25 08/01/10 1 29,949 Yes No
29297 118 10/05/10 5 25,902 No No
28233 118 10/05/10 5 26,309 No No
27963 117 09/05/10 5 12,600 No No
27965 117 09/05/10 5 10,020 No No
28267 117 09/05/10 5 8,361 No No
28261 117 09/05/10 5 7,803 No No
27964 117 09/05/10 5 7,104 No No
01-1027968 116 08/01/10 1 36,316 No No
01-1027711 115 07/01/10 1 28,763 No No
01-1026840 116 08/01/10 1 26,993 No No
01-1026840-A
01-1026840-B
01-1026840-C
01-1026840-D
01-1026840-E
01-1026840-F
01-1026670 115 07/01/10 1 20,062 No No
01-1025159 115 07/01/10 1 15,068 No No
01-1026870 116 08/01/10 1 14,955 No No
01-1028013 55 07/01/05 1 15,419 No No
01-1027426 116 08/01/10 1 12,569 No No
01-1027758 117 09/01/10 1 10,385 No No
01-1027009 115 07/01/10 1 8,906 No No
01-1025837 115 07/01/10 1 9,035 No No
01-1026872 116 08/01/10 1 7,689 No No
01-1024063 110 02/01/10 1 7,861 No No
01-1027024 115 07/01/10 1 7,851 No No
01-1027879 117 09/01/10 1 7,042 No No
01-1028782 117 09/01/10 1 5,416 No No
01-1028014 55 07/01/05 1 5,265 No No
991091618 112 04/01/10 04/01/10 1 109,938 Yes No
11029238 118 10/01/10 10/01/10 1 99,825 Yes No
991091621 113 05/01/25 05/01/10 1 101,714 Yes No
991091630 109 01/01/10 1 67,878 No No
991091620 113 05/01/25 05/01/10 1 72,009 Yes No
991091256 116 08/01/10 1 50,806 No No
991091662 115 07/01/10 1 48,604 No No
991091255 116 08/01/10 1 42,648 No No
11029222 117 09/01/10 1 41,439 No No
11029255 118 10/01/10 1 37,174 No No
991091257 116 08/01/10 1 35,795 No No
11029223 117 09/01/10 1 22,961 No No
991091254 116 08/01/10 1 21,976 No No
991091657 115 07/01/10 1 17,430 No No
991091632 113 05/01/10 05/01/10 1 16,973 Yes No
991091631 113 05/01/10 1 13,364 No No
991091666 114 06/01/10 1 11,833 No No
991091644 112 04/01/10 1 9,709 No No
991091628 116 08/01/10 1 8,570 No No
991091627 115 07/01/10 1 8,079 No No
991091645 173 05/01/15 1 9,679 No No
991091650 115 07/01/10 1 6,248 No No
991091634 115 07/01/10 1 6,399 No No
991091649 115 07/01/10 1 6,003 No No
11029241 117 09/01/10 1 5,303 No No
991091658 115 07/01/10 1 2,998 No No
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BROKER ADDITIONAL
STRIP SERVICING SERVICING
LOAN NUMBER DEFEASANCE LOANS FEE LOAN FEE RATE (%)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
28450 Lock/27_Defeasance/91_0%/2 0.0768
28997 Lock/26_Defeasance/93_0%/1 0.1268
28270 Lock/48_Defeasance/70_0%/2 0.1268
28491 Lock/47_Defeasance/71_0%/2 0.1268
28350 Lock/25_Defeasance/91_0%/4 0.1268
28493 Lock/35_Defeasance/82_0%/3 0.1268
28499 Lock/35_Defeasance/82_0%/3 0.1268
28497 Lock/35_Defeasance/82_0%/3 0.1268
29297 Lock/25_Defeasance/93_0%/2 0.1268
28233 Lock/25_Defeasance/93_0%/2 0.1268
27963 Lock/26_Defeasance/92_0%/2 0.1268
27965 Lock/26_Defeasance/92_0%/2 0.1268
28267 Lock/26_Defeasance/92_0%/2 0.1268
28261 Lock/26_Defeasance/92_0%/2 0.1268
27964 Lock/26_Defeasance/92_0%/2 0.1268
01-1027968 Lock/28_Defeasance/88_0%/4 0.1268
01-1027711 Lock/29_Defeasance/87_0%/4 0.1268
01-1026840 Lock/28_Defeasance/88_0%/4 0.1268
01-1026840-A
01-1026840-B
01-1026840-C
01-1026840-D
01-1026840-E
01-1026840-F
01-1026670 Lock/29_Defeasance/87_0%/4 0.1268
01-1025159 Lock/29_Defeasance/87_0%/4 0.1268
01-1026870 Lock/28_Defeasance/88_0%/4 0.1268
01-1028013 Lock/29_Defeasance/27_0%/4 0.1268
01-1027426 Lock/28_Defeasance/88_0%/4 0.1268
01-1027758 Lock/27_Defeasance/89_0%/4 0.2518
01-1027009 Lock/29_Defeasance/87_0%/4 0.1268
01-1025837 Lock/29_Defeasance/87_0%/4 0.2518
01-1026872 Lock/28_Defeasance/88_0%/4 0.2518
01-1024063 Lock/34_Defeasance/82_0%/4 0.2518
01-1027024 Lock/29_Defeasance/87_0%/4 0.2518
01-1027879 Lock/27_Defeasance/89_0%/4 0.2518
01-1028782 Lock/27_Defeasance/89_0%/4 0.2518
01-1028014 Lock/29_Defeasance/27_0%/4 0.2518
991091618 Lock/32_Defeasance/84_0%/4 0.0868
11029238 Lock/26_Defeasance/90_0%/4 0.0868
991091621 Lock/31_Defeasance/85_0%/4 0.0868
991091630 Lock/35_Defeasance/81_0%/4 0.0868
991091620 Lock/31_Defeasance/85_0%/4 0.0868
991091256 Lock/27_Defeasance/90_0%/3 0.0868
991091662 Lock/29_Defeasance/87_0%/4 0.0868
991091255 Lock/27_Defeasance/90_0%/3 0.0868
11029222 Lock/27_Defeasance/89_0%/4 0.0868
11029255 Lock/26_Defeasance/90_0%/4 0.0868
991091257 Lock/27_Defeasance/90_0%/3 0.0868
11029223 Lock/27_Defeasance/89_0%/4 0.0868
991091254 Lock/27_Defeasance/90_0%/3 0.0868
991091657 Lock/29_Defeasance/87_0%/4 0.0868
991091632 Lock/31_Defeasance/85_0%/4 0.0868
991091631 Lock/31_Defeasance/85_0%/4 0.0868
991091666 Lock/30_Defeasance/86_0%/4 0.0868
991091644 Lock/32_Defeasance/84_0%/4 0.0868
991091628 Lock/28_Defeasance/88_0%/4 0.0868
991091627 Lock/48_5%/12_4%/12_3%/12_2%/12_1%/20_0%/4 0.0868
991091645 Lock/31_Defeasance/145_0%/4 0.0868
991091650 Lock/29_Defeasance/87_0%/4 0.0868
991091634 Lock/29_Defeasance/87_0%/4 0.0868
991091649 Lock/29_Defeasance/87_0%/4 0.0868
11029241 Lock/27_Defeasance/89_0%/4 0.0868
991091658 Lock/29_Defeasance/87_0%/4 0.0868
</TABLE>
<PAGE>
EXHIBIT B
THE MORTGAGE FILE
The "Mortgage File" for any Mortgage Loan and, if a Loan Group is involved,
the related Companion Loan, shall collectively consist of the following
documents:
(i) the original Mortgage Note, endorsed by the most recent endorsee
prior to the Trustee or, if none, by the originator, without
recourse, either in blank or to the order of the Trustee in the
following form: "Pay to the order of LaSalle Bank National
Association as trustee for the registered holders of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2000-C3, without recourse";
(ii) the original or a copy of the Mortgage and, if applicable, the
originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage
Loan or Loan Group to the most recent assignee of record thereof
prior to the Trustee, if any, in each case with evidence of
recording indicated thereon or, if any such original Mortgage or
assignment has not been returned from the applicable public
recording office, a copy thereof certified by GMAC Commercial
Mortgage Corporation ("GMACCM") to be a true and complete copy of
the original thereof submitted or, in the case of assignments to
GMACCM, to be submitted for recording;
(iii) an original assignment of the Mortgage, in recordable form, executed
by the most recent assignee of record thereof prior to the Trustee
or, if none, by the originator, either in blank or in favor of the
Trustee (in such capacity);
(iv) the original or a copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof
showing a complete chain of assignment from the originator of the
Mortgage Loan or Loan Group to the most recent assignee of record
thereof prior to the Trustee, if any, in each case with evidence of
recording thereon;
(v) an original assignment of any related Assignment of Leases (if such
item is a document separate from the Mortgage), in recordable form,
executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the originator, either in blank or in favor
of the Trustee (in such capacity), which assignment may be included
as part of the corresponding assignment of Mortgage referred to in
clause (iii) above;
(vi) an original or copy of any related Security Agreement (if such item
is a document separate from the Mortgage) and, if applicable, the
originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage
Loan or Loan Group to the most recent assignee of record thereof
prior to the Trustee, if any;
B-1
<PAGE>
(vii) an original assignment of any related Security Agreement (if such
item is a document separate from the Mortgage) executed by the most
recent assignee of record thereof prior to the Trustee or, if none,
by the originator, either in blank or in favor of the Trustee (in
such capacity), which assignment may be included as part of the
corresponding assignment of Mortgage referred to in clause (iii)
above;
(viii) originals or copies of all assumption, modification, written
assurance and substitution agreements, with evidence of recording
thereon if appropriate, in those instances where the terms or
provisions of the Mortgage, Mortgage Note or any related security
document have been modified or the Mortgage Loan or Companion Loan
has been assumed;
(ix) the original or a copy of the lender's title insurance policy,
together with all endorsements or riders (or copies thereof) that
were issued with or subsequent to the issuance of such policy,
insuring the priority of the Mortgage as a first lien on the
Mortgaged Property or, with respect to each Mortgage Loan as to
which a title insurance policy has not yet been issued, a lender's
title insurance commitment with a letter from the issuer of the
policy stating (or a lender's title insurance policy commitment
marked to show changes) that all conditions to the issuance of the
policy have been satisfied;
(x) the original or a copy of any guaranty of the obligations of the
Mortgagor under the Mortgage Loan or Companion Loan together with
(A) if applicable, the original or copies of any intervening
assignments of such guaranty showing a complete chain of assignment
from the originator of the Mortgage Loan or Loan Group to the most
recent assignee thereof prior to the Trustee, if any, and (B) an
original assignment of such guaranty executed by the most recent
assignee thereof prior to the Trustee or, if none, by the
originator;
(xi) (A) file or certified copies of any UCC financing statements and
continuation statements which were filed in order to perfect (and
maintain the perfection of) any security interest held by the
originator of the Mortgage Loan or Companion Loan (and each assignee
of record prior to the Trustee) in and to the personalty of the
mortgagor at the Mortgaged Property (in each case with evidence of
filing thereon) and which were in the possession of the Seller (or
its agent) at the time the Mortgage Files were delivered to the
Trustee and (B) if any such security interest is perfected and the
earlier UCC financing statements and continuation statements were in
the possession of the Seller, a UCC financing statement executed by
the most recent assignee of record prior to the Trustee or, if none,
by the originator, evidencing the transfer of such security
interest, either in blank or in favor of the Trustee;
(xii) the original or a copy of the power of attorney (with evidence of
recording thereon, if appropriate) granted by the Mortgagor if the
Mortgage, Mortgage Note or other document or instrument referred to
above was not signed by the Mortgagor;
B-2
<PAGE>
(xiii) the related Ground Lease or a copy thereof, if any;
(xiv) if the Mortgage Loan or Companion Loan is a Credit Lease Loan, an
original of the credit lease enhancement insurance policy, if any,
obtained with respect to such Mortgage Loan or Companion Loan and an
original of the residual value insurance policy, if any, obtained
with respect to such Mortgage Loan or Companion Loan;
(xv) any additional documents required to be added to the Mortgage File
pursuant to this Agreement;
(xvi) the original or a copy of any lockbox agreement or deposit account
or similar agreement;
(xvii) an original or a copy of any environmental insurance policies;
(xviii)the original or a copy of any intercreditor agreement (including
any Intercreditor Agreement relating to a Loan Group) with respect
to the Mortgage Loan or Loan Group;
(xix) the original or a copy of any letter of credit, and
(xx) any additional document required to be added to the Mortgage File
pursuant to this Agreement;
provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Purchaser or the Trustee, such term shall not be deemed
to include such documents and instruments required to be included therein unless
they are actually so received. The original assignments referred to in clauses
(iii), (v), (vii) and (x)(B), may be in the form of one or more instruments in
recordable form in any applicable filing offices.
B-3
<PAGE>
EXHIBIT C-1
FORM OF CERTIFICATE OF AN OFFICER OF THE SELLER
Certificate of Officer of Goldman Sachs Mortgage Company (the "Seller")
I,__________________________________, a ____________________________ of
the Seller, hereby certify as follows:
The Seller is a limited partnership duly organized and validly existing
under the laws of the State of New York.
Attached hereto as Exhibit I are true and correct copies of the
organizational documents of the Seller which organizational documents are on the
date hereof, and have been at all times, in full force and effect.
To the best of my knowledge, no proceedings looking toward liquidation
or dissolution of the Seller are pending or contemplated.
Each person listed below is and has been the duly elected and qualified
officer or authorized signatory of the Seller and his genuine signature is set
forth opposite his name:
Name Office Signature
---- ------ ---------
Each person listed above who signed, either manually or by facsimile
signature, the Supplemental Agreement, dated December 5, 2000 (the "Supplemental
Agreement") between GMAC Commercial Mortgage Corporation and the Seller, and/or
the Mortgage Loan Purchase Agreement, dated December 5, 2000 (the "Mortgage Loan
Purchase Agreement"), between the Seller and GMAC Commercial Mortgage
Securities, Inc. providing for the purchase by GMAC Commercial Mortgage
Securities, Inc. from the Seller of the Mortgage Loans, was, at the respective
times of such signing and delivery, duly authorized or appointed to execute such
documents in such capacity, and the signatures of such persons or facsimiles
thereof appearing on such documents are their genuine signatures.
Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Mortgage Loan Purchase Agreement.
C-1-1
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
December __, 2000.
By: ______________________________
Name:
Title:
I, [name], [title], hereby certify that _____________________________
is a duly elected or appointed, as the case may be, qualified and acting
____________________________ of the Seller and that the signature appearing
above is his or her genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
December __, 2000.
By: ______________________________
Name:
Title:
C-1-2
<PAGE>
EXHIBIT C-2
FORM OF CERTIFICATE OF THE SELLER
Certificate of Goldman Sachs Mortgage Company
In connection with the execution and delivery by Goldman Sachs Mortgage
Company (the "Seller") of, and the consummation of the transaction contemplated
by, that certain Mortgage Loan Purchase Agreement, dated as of December 5, 2000
(the "Mortgage Loan Purchase Agreement"), between GMAC Commercial Mortgage
Securities, Inc. and the Seller, the Seller hereby certifies that (i) the
representations and warranties of the Seller in the Mortgage Loan Purchase
Agreement are true and correct in all material respects at and as of the date
hereof with the same effect as if made on the date hereof, and (ii) the Seller
has, in all material respects, complied with all the agreements and satisfied
all the conditions on its part set forth in the Mortgage Loan Purchase Agreement
to be performed or satisfied at or prior to the date hereof. Capitalized terms
not otherwise defined herein have the meanings assigned to them in the Mortgage
Loan Purchase Agreement.
Certified this ______ day of December, 2000.
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp.,
its general partner
Name:
Title:
C-2-1
<PAGE>
EXHIBIT C-3
FORM OF OPINION OF COUNSEL TO THE SELLER
December 5, 2000
GMAC Commercial Mortgage Corporation
GMAC Commercial Mortgage Securities, Inc.
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
Fitch, Inc.
Moody's Investors Service, Inc.
LaSalle Bank National Association
Re: GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 2000-C3
--------------------------------------------------
Ladies and Gentlemen:
I am Counsel to Goldman Sachs Mortgage Company (the "Seller"). In that
capacity, I am familiar with the issuance of certain Mortgage Pass-Through
Certificates, Series 2000-C3 (the "Certificates"), evidencing undivided
interests in a trust fund (the "Trust Fund") consisting primarily of certain
mortgage loans (the "Mortgage Loans"), pursuant to a Pooling and Servicing
Agreement, dated as of December 1, 2000 (the "Pooling and Servicing Agreement"),
among GMAC Commercial Mortgage Securities, Inc. as depositor (the "Depositor"),
GMAC Commercial Mortgage Corporation ("GMACCM") as master servicer and special
servicer, LaSalle Bank National Association, as trustee (the "Trustee"), and ABN
AMRO Bank N.V., as fiscal agent (the "Fiscal Agent").
Certain of the Mortgage Loans were purchased by the Depositor from the
Seller, pursuant to, and for the consideration described in, the Mortgage Loan
Purchase Agreement, dated as of December 5, 2000 (the "Mortgage Loan Purchase
Agreement"), between the Seller and the Depositor. In connection with the
transactions described above, the Seller and GMACCM have entered into a
Supplemental Agreement, dated as of December 5, 2000 (the "Supplemental
Agreement"), in order to facilitate such transactions and in contemplation of
the assignment by the Seller to the Depositor of all of its right, title and
interest in and to the Supplemental Agreement. The Mortgage Loan Purchase
Agreement and the Supplemental Agreement are referred to herein as the
"Agreements." Capitalized terms not defined herein have the meanings set forth
in the Agreement. This opinion is rendered pursuant to Section 8(e) of the
Agreement.
C-3-1
<PAGE>
In connection with rendering this opinion letter, I have examined or
have caused persons under my supervision to examine the Agreements and such
other records and other documents as I have deemed necessary. I have further
assumed that there is not and will not be any other agreement that materially
supplements or otherwise modifies the agreements expressed in the Agreements. As
to matters of fact, I have examined and relied upon representations of parties
contained in the Agreements and, where I have deemed appropriate,
representations and certifications of officers of GMACCM, the Depositor, the
Seller, the Trustee, other transaction participants or public officials. I have
assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures other than officers of the Seller and the
conformity to the originals of all documents submitted to me as copies. I have
assumed that all parties, except for the Seller, had the corporate power and
authority to enter into and perform all obligations thereunder. As to such
parties, I also have assumed the due authorization by all requisite corporate
action, the due execution and delivery and the enforceability of such documents.
I have further assumed the conformity of the Mortgage Loans and related
documents to the requirements of the Agreements.
In rendering this opinion letter, I do not express any opinion
concerning any law other than the law of the State of New York and the federal
law of the United States, and I do not express any opinion concerning the
application of the "doing business" laws or the securities laws of any
jurisdiction other than the federal securities laws of the United States. To the
extent that any of the matters upon which I am opining herein are governed by
laws ("Other Laws") other than the laws identified in the preceding sentence, I
have assumed with your permission and without independent verification or
investigation as to the reasonableness of such assumption, that such Other Laws
and judicial interpretation thereof do not vary in any respect material to this
opinion from the corresponding laws of the State of New York and judicial
interpretations thereof. I do not express any opinion on any issue not expressly
addressed below.
Based upon the foregoing, I am of the opinion that:
1. The Seller is duly formed and is validly existing as a limited
partnership in good standing under the laws of the State of New York and has the
requisite corporate power and authority to enter into and perform its
obligations under the Agreements.
2. The Agreements have been duly and validly authorized, executed and
delivered by the Seller and, upon due authorization, execution and delivery by
the other parties thereto, will constitute the valid, legal and binding
agreements of the Seller enforceable against the Seller in accordance with their
terms, except as enforceability may be limited by (i) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar laws
affecting the rights of creditors, (ii) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law, and (iii) public
policy considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of the
Agreements which purport or are construed to provide indemnification with
respect to securities law violations.
3. No consent, approval, authorization or order of a State of New York
or federal court or governmental agency or body is required for the consummation
by the Seller of the
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transactions contemplated by the terms of the Agreements, except for those
consents, approvals, authorizations or orders which previously have been
obtained.
4. Neither the consummation of any of the transactions contemplated by,
nor the fulfillment by the Seller of any other of the terms of, the Agreements,
will result in a material breach of any term or provision of the charter or
bylaws of the Seller or any State of New York or federal statute or regulation
or conflict with or result in a material breach or violation of any order or
regulation of any State of New York or federal court, regulatory body,
administrative agency or governmental body having jurisdiction over the Seller.
This opinion letter is rendered for the sole benefit of each addressee
hereof, and no other person or entity is entitled to rely hereon without my
prior written consent. Copies of this opinion letter may not be furnished to any
other person or entity, nor may any portion of this opinion letter be quoted,
circulated or referred to in any other document without my prior written
consent.
Very truly yours,
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