<PAGE>
EXHIBIT 99.8
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of August 8, 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 and other mortgage assets,
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 Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, 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 August 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") and
Wells Fargo Bank Minnesota, N.A., as trustee (in such capacity, the "Trustee").
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, Class D and Class E Certificates to Deutsche Bank Securities Inc. and
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 and Class F Certificates to Deutsche Bank Securities
Inc. and Goldman, Sachs & Co., and the Class G, Class H, Class J, Class K, Class
L, Class M, Class N and Class O 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 Goldman, Sachs & Co. (in such capacity, an "Initial
Purchaser"). The Class X, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, 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 August 17, 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 August
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 $8,247,294, subject to a variance of plus or minus
5%. The purchase price for each Mortgage Loan shall be calculated and paid
pursuant to the Mortgage Loan Purchase Agreement between the Seller, as
purchaser, and the Purchaser, as seller, and dated September 29, 2000.
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"), together with all
escrow payments, reserve funds and other comparable funds in the possession
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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.
(iv) This Agreement, assuming due authorization, execution and delivery by
the Purchaser, constitutes a valid, legal and binding obligation of the
Seller, enforceable
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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 materially and adversely affects the interests of the Purchaser, the
party discovering such breach shall give prompt written notice to the other
party hereto.
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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.
(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
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<PAGE>
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 Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New
York, New York 10103 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
(v) The Underwriting Agreement shall not have been terminated in
accordance with its terms.
6
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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
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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, NY 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.
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.
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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.
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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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/ Mark Kogan
----------------------------------
Name: Mark Kogan
Title: Vice President
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ David Lazarus
----------------------------------
Name: David Lazarus
Title: Vice President
Acknowledged and Agreed
with respect to Section 10:
GMAC COMMERCIAL MORTGAGE CORPORATION
By: /s/ David Lazarus
---------------------------
Name: David Lazarus
Title: Vice President
10
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
A-1
<PAGE>
<TABLE>
<CAPTION>
LOAN NAME ADDRESS CITY STATE ZIP INTEREST RATE ORIGINAL CUT-OFF REMAINING
Number RATE TYPE BALANCE DATE TERM
BALANCE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24576 Galyan's - 12501 Fair Fairfax Virginia 22033 8.7510 Fixed 8,300,000.00 8,247,294.07 109
Fairfax Lakes Circle
<CAPTION>
LOAN MATURITY ANTICIPATED DAY MONTHLY ARD CREDIT DEFEASANCE BROKER ADDITIONAL SERVICING
Number DATE REPAYMENT PAYMENT PAYMENT LOAN LEASE STRIP SERVICING FEE
DATE DUE LOAN LOAN FEE LOAN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24576 9/10/09 10 66,059.08 No Lock/35_ 0.1325
Defeasance/83_0%/2
</TABLE>
A-2
<PAGE>
EXHIBIT B
THE MORTGAGE FILE
The "Mortgage File" for any Mortgage 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 Wells
Fargo Bank Minnesota, N.A. as trustee for the registered
holders of GMAC Commercial Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2000-C2, 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 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 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 to the most recent
assignee of record thereof prior to the Trustee, if any;
B-1
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(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 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 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 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 (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 is a Credit Lease Loan, an original of
the credit lease enhancement insurance policy, if any,
obtained with respect to such Mortgage Loan and an original of
the residual value insurance policy, if any, obtained with
respect to such Mortgage 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) the original or a copy of any intercreditor agreement with
respect to the Mortgage Loan; and
(xviii) any additional documents 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 August 8, 2000 (the
"Supplemental Agreement") between GMAC Commercial Mortgage Corporation and the
Seller, and/or the Mortgage Loan Purchase Agreement, dated August 8, 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
August __, 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
August __, 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 August 8, 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 _______th day of August 2000.
GOLDMAN SACHS MORTGAGE COMPANY
By:____________________________
Name:
Title:
C-2-1
<PAGE>
EXHIBIT C-3
FORM OF OPINION OF COUNSEL TO THE SELLER
August 17, 2000
GMAC Commercial Mortgage Corporation
GMAC Commercial Mortgage Securities, Inc.
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
Commercial Asset Trading, Inc.
Fitch, Inc.
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc.
Wells Fargo Bank Minnesota, N.A.
Re: GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 2000-C2
--------------------------------------------------
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-C2 (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 August 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 and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee").
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 August 8, 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 August 8, 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.
C-3-2
<PAGE>
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
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,
C-3-3
