<PAGE>
EXHIBIT 99.5
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of August 8, 2000, between German American Capital Corporation 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 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, 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 $222,233,730, subject to a variance of plus or minus
5%. The purchase price for each Mortgage Loan shall be calculated and paid
pursuant to the related Mortgage Loan Purchase Agreement between the Seller, as
purchaser, and the Purchaser, as seller, and dated September 29, 1999, March 30,
2000 or June 29, 2000, as the case may be.
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. Notwithstanding the foregoing, the
Mortgage File for the Participation Loan will consist solely of an original
executed counterpart of the Participation Agreement. 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.
2
<PAGE>
(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 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's records will reflect the transfer of the Mortgage Loans
to the Purchaser as a sale.
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 corporation, duly organized, validly
existing and in good standing under the laws of the State of Maryland, 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 materially and adversely affects the interests of the Purchaser, the
party discovering such breach shall give prompt written notice to the other
party hereto.
4
<PAGE>
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
5
<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.
(ix) 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
<PAGE>
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 Maryland, 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.
SECTION 9. Reserved.
7
<PAGE>
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 German American Capital Corporation, at 31 West 52nd
Street, New York, NY 10019, Attention: Gregory B. Hartch, facsimile no. (212)
469-4579, 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.
8
<PAGE>
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.
9
<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.
GERMAN AMERICAN CAPITAL CORPORATION
By: /s/ Eric M. Schwartz
--------------------------------------
Name: Eric M. Schwartz
Title: Vice President
By: /s/ Gregory B. Hartch
--------------------------------------
Name: Gregory B. Hartch
Title: Authorized Signatory
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
NUMBER NAME ADDRESS CITY STATE ZIP
<S> <C> <C> <C> <C> <C>
21702 Remond Cliff Plaza 2928 Remond Drive Dallas Texas 75211
Apartments
24161 Galyan's-Plainfield 655 Perry Road Plainfield Indiana 46168
24483 Residence Inn by 32 Centerra Parkway Lebanon New 03766
Marriott Hampshire
24575 Galyan's-Leawood 11801 Nall Avenue Leawood Kansas 66211
25149 Center City Apartment Various Various Various Various
Portfolio II
25149-A 1109 Spruce Street 1109 Spruce Street Philadelphia Pennsylvania 19107
25149-B 322 S. 10th Street 322 S. 10th Street Philadelphia Pennsylvania 19107
25149-C 927 Spruce Street 927 Spruce Street Philadelphia Pennsylvania 19106
25149-D 1104 Spruce Street 1104 Spruce Street Philadelphia Pennsylvania 19107
25149-E 2125-27 Walnut Street 2125-27 Walnut Philadelphia Pennsylvania 19103
25149-F 434 Lombard Street 434 Lombard Street Philadelphia Pennsylvania 19147
25149-G 1001 Pine Street 1001 Pine Street Philadelphia Pennsylvania 19107
25149-H 1034 Spruce Street 1034 Spruce Street Philadelphia Pennsylvania 19107
25149-I 1616-18 Spruce Street 1616-18 Spruce Philadelphia Pennsylvania 19103
25149-J 1957 Locust Street 1957 Locust Street Philadelphia Pennsylvania 19103
25149-K 218 S. 20th Street 218 S. 20th Street Philadelphia Pennsylvania 19103
25149-L 1719 Spruce Street 1719 Spruce Street Philadelphia Pennsylvania 19103
26002 Paradise Plaza Inn 3 Ninth Street Ocean City Maryland 21842
26190 Candlestick 4747 Rigsby Avenue San Antonio Texas 78222
26207 Holcomb Corners 3375 Holcomb Bridge Norcross Georgia 30092
Shopping Center Road
26209 Office Depot - Hobby 500 NW State Route 7 Blue Springs Missouri 64014
Lobby Retail Center
26214 Dove Park Townhomes 11334 E. 23rd Street Tulsa Oklahoma 74129
26254 Feeley Apartment Various Various Various Various
Portfolio
26254-A 64 Monroe Street 64 Monroe Street Hoboken New Jersey 07030
26254-B 125 Monroe Street 125 Monroe Street Hoboken New Jersey 07030
26254-C 70 Jefferson Street 70 Jefferson Street Hoboken New Jersey 07030
26254-D 100 Jefferson Street 100 Jefferson Street Hoboken New Jersey 07030
26254-E 102 Jefferson Street 102 Jefferson Street Hoboken New Jersey 07030
26426 Bank of America 900 West 49th Street Hialeah Florida 33012
Office Building
26560 Ahwatukee Palms 4825 East Warner Phoenix Arizona 85044
Shopping Center Road
26750 Brighton Park 1005-1019 E. Grand Brighton Michigan 48116
Shopping Center River Avenue
27102 Sheraton Four Points 1603 Powell Street Emeryville California 94608
<CAPTION>
LOAN INTEREST RATE ORIGINAL CUT-OFF DATE REMAINING MATURITY
NUMBER RATE TYPE BALANCE BALANCE TERM DATE
<S> <C> <C> <C> <C> <C> <C>
21702 8.1600 Fixed 3,200,000.00 3,170,907.00 106 6/10/09
24161 8.7580 Fixed 4,975,000.00 4,943,454.34 109 9/10/09
24483 8.5000 Fixed 6,100,000.00 6,089,575.96 118 6/1/25
24575 8.7540 Fixed 8,600,000.00 8,545,423.21 109 9/10/09
25149 8.6800 Fixed 6,400,000.00 6,385,741.00 115 3/5/10
25149-A
25149-B
25149-C
25149-D
25149-E
25149-F
25149-G
25149-H
25149-I
25149-J
25149-K
25149-L
26002 9.2500 Fixed 6,000,000.00 5,987,587.21 117 5/1/25
26190 8.4300 Fixed 1,155,000.00 1,152,222.62 115 3/5/10
26207 8.5300 Fixed 1,650,000.00 1,646,770.38 116 4/5/10
26209 8.3500 Fixed 3,450,000.00 3,445,099.54 117 5/5/10
26214 8.6700 Fixed 1,740,000.00 1,736,727.80 116 4/5/10
26254 8.4300 Fixed 2,784,000.00 2,778,395.15 116 4/5/10
26254-A
26254-B
26254-C
26254-D
26254-E
26426 8.3750 Fixed 4,910,000.00 4,908,090.42 119 7/5/10
26560 8.2260 Fixed 13,400,000.00 13,380,225.51 117 5/5/10
26750 8.5400 Fixed 4,400,000.00 4,395,737.00 118 6/5/10
27102 8.7800 Fixed 11,500,000.00 11,492,165.39 119 7/1/25
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
LOAN
NUMBER NAME ADDRESS CITY STATE ZIP
<S> <C> <C> <C> <C> <C>
Hotel
27256 Hampton Inn 4201 Coastal Highway Ocean City Maryland 21842
27257 Holiday Inn Express 7481 Ridge Road Hanover Maryland 21076
BWI
27271 Residence Inn 22 Segar Street Danbury Connecticut 06810
(Danbury)
27433 Industrial Distribution 2100 The Oaks Belmont North 28012
Group Building Parkway Carolina
27619 Donna Lynn 1301 East Marshall Grand Prairie Texas 75051
Apartments Drive
27754 West Union Corporate 5865 South Ash Tempe Arizona 85253
Building Avenue
27800 Rialto Building 116 New Montgomery San Francisco California 94105
Street
27974 Weinerman Various Various Various Various
Multifamily Portfolio
27974-A Daibes Apartments 12 Liberty Place Weehawken New Jersey 07087
27974-B Crescent Garden 9005 Third Avenue North Bergen New Jersey 07047
Apartments
28000 Courtyard by Marriott 3555 Centerpoint Pontiac Michigan 48341
Parkway
28001 Residence Inn by 3333 Centerpoint Pontiac Michigan 48341
Marriott Parkway
01-1020226 Carpenter's Union 1003 K Street N.W. Washington District of 20001
Building Columbia
01-1020227 DuPont Medical 1234 19th Street Washington District of 20036
Building Columbia
01-1020228 Continental Office 1012 14th Street Washington District of 20005
Building Columbia
01-1025095 College Park 3307 College Street Lacey Washington 98503
Apartments
01-1025199 Southlake Market Loop 2830 - 2840 Market Southlake Texas 76092
Loop
01-1025231 K-Mart Retail - Aurora, 15200 East Colfax Aurora Colorado 80011
Colorado Road
01-1025336 Los Frances 508 Gale Street Laredo Texas 78041
Apartments
01-1025387 K-Mart Retail - Grand 3535 West 13th Street Grand Island Nebraska 68803
Island
01-1025540 Southport Associates 354 - 378 Western Greenwood Indiana 46142
Retail Boulevard
<CAPTION>
LOAN INTEREST RATE ORIGINAL CUT-OFF DATE REMAINING MATURITY
NUMBER RATE TYPE BALANCE BALANCE TERM DATE
<S> <C> <C> <C> <C> <C> <C>
27256 8.5000 Fixed 6,120,000.00 6,109,541.80 118 6/1/25
27257 8.5000 Fixed 9,100,000.00 9,084,449.40 118 6/1/25
27271 8.6250 Fixed 5,000,000.00 4,996,452.01 119 7/1/25
27433 8.4300 Fixed 5,950,000.00 5,947,736.54 119 7/5/10
27619 8.2400 Fixed 3,400,000.00 3,398,605.72 119 7/5/10
27754 8.3100 Fixed 3,300,000.00 3,300,000.00 119 7/5/10
27800 8.4200 Fixed 27,250,000.00 27,222,688.33 118 6/5/10
27974 8.3750 Fixed 2,200,000.00 2,199,144.38 119 7/5/10
27974-A
27974-B
28000 8.7000 Fixed 6,315,000.00 6,310,605.86 119 7/1/25
28001 8.7000 Fixed 7,485,000.00 7,479,791.74 119 7/1/25
01-1020226 8.8500 Fixed 2,420,000.00 2,417,857.02 58 6/1/05
01-1020227 8.8500 Fixed 3,646,000.00 3,642,771.37 58 6/1/05
01-1020228 8.8500 Fixed 5,833,000.00 5,827,834.72 58 6/1/05
01-1025095 7.9400 Fixed 1,550,000.00 1,548,229.15 118 6/1/10
01-1025199 8.7500 Fixed 1,030,000.00 1,028,713.35 117 5/1/10
01-1025231 8.2500 Fixed 3,080,000.00 3,076,763.86 118 6/1/25
01-1025336 8.5000 Fixed 1,920,000.00 1,916,209.88 116 4/1/10
01-1025387 8.1250 Fixed 2,980,000.00 2,972,079.49 117 5/1/25
01-1025540 8.5000 Fixed 1,430,000.00 1,428,062.42 117 5/1/10
</TABLE>
A-3
<PAGE>
<TABLE>
<CAPTION>
LOAN
NUMBER NAME ADDRESS CITY STATE ZIP
<S> <C> <C> <C> <C> <C>
01-1025819 The Meadows 3428 West McLeod Bellingham Washington 98226
Apartments - Lacey, Road
WA
01-1025997 Across Lenox Shopping 3425 - 3435 Lenox Atlanta Georgia 30326
Center Road
01-1026176 Buckingham Apartments 3884 Buckingham St. Louis Missouri 63108
Apartments Court
01-1026212 La Brea Office 110 South La Brea Inglewood California 90301
Building Avenue
01-1026263 K-Mart Retail - Aurora, 1250 North Lake Aurora Illinois 60506
Illinois Avenue
01-1026339 Pioneer Center Retail 501 - 557 Azusa West Covina California 91791
Avenue & 1751 East
Rowland Avenue
01-1026401 K-Mart Retail - 2050 West Peterson Chicago Illinois 60659
Chicago Avenue
01-1026497 9001 Braddock Road 9001 Braddock Road Springfield Virginia 22151
Office Building
01-1026584 K-Mart Retail - South U.S. Route 31 South Bend Indiana 46614
Ben, IN
01-1027351 Chili's Plaza SEC of US Highway Sarasota Florida 34233
41 and Robinhood
Street
01-1027480 Meadows of Gwinnett 9-22 and 27-29 Britain Lawrenceville Georgia 30244
County Apartments Drive
01-1027900 BRC Plaza Shopping 12375 - 12505 West Boise Idaho 83713
Center Chinden Boulevard
01-1027902 Denver Creek 1160 South Denver Boise Idaho 83706
Apartments Avenue
01-1027903 Intermountain Self 1055 Sunnyside Road Idaho Falls Idaho 83404
Storage #1 (Idaho Falls,
ID)
01-1027904 Intermountain Self 201 West Linden Chubbuck Idaho 83202
Storage #2 (Chubbuck, Street
ID)
01-1027905 Intermountain Self 4698 Burley Road Chubbuck Idaho 83202
Storage #3 (Chubbuck,
ID)
<CAPTION>
LOAN INTEREST RATE ORIGINAL CUT-OFF DATE REMAINING MATURITY
NUMBER RATE TYPE BALANCE BALANCE TERM DATE
<S> <C> <C> <C> <C> <C> <C>
01-1025819 8.3000 Fixed 3,000,000.00 2,996,891.05 118 6/1/10
01-1025997 7.9200 Fixed 2,500,000.00 2,487,611.93 237 5/1/20
01-1026176 8.3500 Fixed 1,125,000.00 1,123,850.40 118 6/1/10
01-1026212 8.3750 Fixed 2,925,000.00 2,920,877.48 117 5/1/10
01-1026263 8.1800 Fixed 6,970,000.00 6,959,569.51 117 5/1/10
01-1026339 8.8750 Fixed 2,100,000.00 2,098,154.13 118 6/1/10
01-1026401 8.1800 Fixed 7,905,000.00 7,893,170.30 117 5/1/10
01-1026497 8.3750 Fixed 2,250,000.00 2,246,828.81 117 5/1/10
01-1026584 8.5700 Fixed 2,700,000.00 2,699,030.49 119 7/1/10
01-1027351 8.4200 Fixed 3,950,000.00 3,944,510.72 117 5/1/10
01-1027480 8.1100 Fixed 2,440,000.00 2,438,948.70 119 7/1/10
01-1027900 7.8500 Fixed 2,100,000.00 1,988,785.88 212 4/1/18
01-1027902 8.2000 Fixed 750,000.00 736,303.80 154 6/1/13
01-1027903 9.0000 Fixed 720,000.00 703,181.50 156 8/1/13
01-1027904 9.0000 Fixed 625,000.00 610,400.44 156 8/1/13
01-1027905 9.0000 Fixed 430,000.00 419,955.64 156 8/1/13
</TABLE>
A-4
<PAGE>
DEUTSCHE BANK REPURCHASE FACILITY
<TABLE>
<CAPTION>
ANTICIPATED DAY CREDIT
LOAN REPAYMENT PAYMENT MONTHLY ARD LEASE
NUMBER NAME DATE DUE PAYMENT LOAN LOAN
<S> <C> <C> <C> <C> <C> <C>
21702 Remond Cliff Plaza 10 24,109.14 No
Apartments
24161 Galyan's-Plainfield 10 39,620.99 No
24483 Residence Inn by 6/1/10 1 49,118.86 Yes
Marriott
24575 Galyan's-Leawood 10 68,465.53 No
25149 Center City Apartment 5 50,029.20 No
Portfolio II
25149-A 1109 Spruce Street NAP
25149-B 322 S. 10th Street NAP
25149-C 927 Spruce Street NAP
25149-D 1104 Spruce Street NAP
25149-E 2125-27 Walnut Street NAP
25149-F 434 Lombard Street NAP
25149-G 1001 Pine Street NAP
25149-H 1034 Spruce Street NAP
25149-I 1616-18 Spruce Street NAP
25149-J 1957 Locust Street NAP
25149-K 218 S. 20th Street NAP
25149-L 1719 Spruce Street NAP
26002 Paradise Plaza Inn 5/1/10 1 51,382.91 Yes
26190 Candlestick 5 8,823.72 No
26207 Holcomb Corners 5 12,722.17 No
Shopping Center
26209 Office Depot - Hobby 5 26,161.63 No
Lobby Retail Center
26214 Dove Park Townhomes 5 13,589.29 No
26254 Feeley Apartment 5 21,268.59 No
Portfolio
26254-A 64 Monroe Street NAP
26254-B 125 Monroe Street NAP
26254-C 70 Jefferson Street NAP
26254-D 100 Jefferson Street NAP
26254-E 102 Jefferson Street NAP
26426 Bank of America 5 37,319.55 No
Office Building
26560 Ahwatukee Palms 5 100,443.73 No
Shopping Center
26750 Brighton Park 5 33,957.00 No
<CAPTION>
ADDITIONAL
LOAN BROKER STRIP SERVICING SERVICING
NUMBER DEFEASANCE LOAN FEE LOAN FEE
<S> <C> <C> <C> <C>
21702 Lock/38_Defeasance/78_0%/4 0.1325
24161 Lock/35_Defeasance/83_0%/2 0.1325
24483 Lock/47_Defeasance/71_0%/2 0.1325
24575 Lock/35_Defeasance/83_0%/2 0.1325
25149 Lock/29_Defeasance/89_0%/2 0.1325
25149-A NAP
25149-B NAP
25149-C NAP
25149-D NAP
25149-E NAP
25149-F NAP
25149-G NAP
25149-H NAP
25149-I NAP
25149-J NAP
25149-K NAP
25149-L NAP
26002 Lock/47_Defeasance/71_0%/2 0.1325
26190 Lock/29_Defeasance/89_0%/2 0.1325
26207 Lock/47_Defeasance/71_0%/2 0.1325
26209 Lock/27_Defeasance/91_0%/2 0.1325
26214 Lock/28_Defeasance/90_0%/2 0.1325
26254 Lock/28_Defeasance/90_0%/2 0.1325
26254-A NAP
26254-B NAP
26254-C NAP
26254-D NAP
26254-E NAP
26426 Lock/25_Defeasance/93_0%/2 0.1325
26560 Lock/27_Defeasance/91_0%/2 0.0825
26750 Lock/26_Defeasance/92_0%/2 0.1325
</TABLE>
A-5
<PAGE>
DEUTSCHE BANK REPURCHASE FACILITY
<TABLE>
<CAPTION>
ANTICIPATED DAY CREDIT
LOAN REPAYMENT PAYMENT MONTHLY ARD LEASE
NUMBER NAME DATE DUE PAYMENT LOAN LOAN
<S> <C> <C> <C> <C> <C> <C>
Shopping Center
27102 Sheraton Four Points 7/1/10 1 94,781.03 Yes
Hotel
27256 Hampton Inn 6/1/10 1 49,279.90 Yes
27257 Holiday Inn Express - 6/1/10 1 73,275.67 Yes
BWI
27271 Residence Inn 7/1/10 1 40,683.41 Yes
(Danbury)
27433 Industrial Distribution 5 45,455.50 No
Group Building
27619 Donna Lynn 5 25,519.17 No
Apartments
27754 West Union Corporate 5 25,346.42 No
Building
27800 Rialto Building 5 207,985.90 No
27974 Weinerman 5 16,721.59 No
Multifamily Portfolio
27974-A Daibes Apartments NAP
27974-B Crescent Garden NAP
Apartments
28000 Courtyard by Marriott 7/1/10 1 51,704.02 Yes
28001 Residence Inn by 7/1/10 1 61,283.39 Yes
Marriott
01-1020226 Carpenter's Union 1 19,211.25 No
Building
01-1020227 DuPont Medical 1 28,943.89 No
Building
01-1020228 Continental Office 1 46,305.46 No
Building
01-1025095 College Park 1 11,308.59 No
Apartments
01-1025199 Southlake Market Loop 1 8,103.01 No
01-1025231 K-Mart Retail - Aurora, 6/1/10 1 23,139.01 Yes
Colorado
01-1025336 Los Frances 1 14,763.14 No
Apartments
01-1025387 K-Mart Retail - Grand 5/1/10 1 23,247.43 Yes
Island
01-1025540 Southport Associates 1 10,995.46 No
<CAPTION>
ADDITIONAL
LOAN BROKER STRIP SERVICING SERVICING
NUMBER DEFEASANCE LOAN FEE LOAN FEE
<S> <C> <C> <C> <C>
27102 Lock/47_Defeasance/71_0%/2 0.1325
27256 Lock/47_Defeasance/71_0%/2 0.1325
27257 Lock/47_Defeasance/71_0%/2 0.1325
27271 Lock/35_Defeasance/83_0%/2 0.1325
27433 Lock/25_Defeasance/93_0%/2 0.1325
27619 Lock/25_Defeasance/93_0%/2 0.1325
27754 Lock/25_Defeasance/93_0%/2 0.1325
27800 Lock/26_Defeasance/93_0%/1 0.0700
27974 Lock/25_Defeasance/93_0%/2 0.1325
27974-A NAP
27974-B NAP
28000 Lock/47_Defeasance/69_0%/4 0.1325
28001 Lock/47_Defeasance/69_0%/4 0.1325
01-1020226 Lock/26_Defeasance/30_0%/4 0.1325
01-1020227 Lock/26_Defeasance/30_0%/4 0.1325
01-1020228 Lock/26_Defeasance/30_0%/4 0.1325
01-1025095 Lock/26_Defeasance/87_0%/7 0.1325
01-1025199 Lock/27_Defeasance/89_0%/4 0.2575
01-1025231 Lock/26_Defeasance/90_0%/4 0.1325
01-1025336 Lock/28_Defeasance/88_0%/4 0.1325
01-1025387 Lock/27_Defeasance/89_0%/4 0.1325
01-1025540 Lock/27_Defeasance/89_0%/4 0.1325
</TABLE>
A-6
<PAGE>
DEUTSCHE BANK REPURCHASE FACILITY
<TABLE>
<CAPTION>
ANTICIPATED DAY CREDIT
LOAN REPAYMENT PAYMENT MONTHLY ARD LEASE
NUMBER NAME DATE DUE PAYMENT LOAN LOAN
<S> <C> <C> <C> <C> <C> <C>
Retail
01-1025819 The Meadows 1 22,643.54 No
Apartments - Lacey,
WA
01-1025997 Across Lenox Shopping 1 20,968.28 No
Center
01-1026176 Buckingham 1 8,530.97 No
Apartments
01-1026212 La Brea Office 1 22,232.11 No
Building
01-1026263 K-Mart Retail - Aurora, 1 52,020.68 No
Illinois
01-1026339 Pioneer Center Retail 1 16,708.54 No
01-1026401 K-Mart Retail - 1 58,999.06 No
Chicago
01-1026497 9001 Braddock Road 1 17,101.63 No
Office Building
01-1026584 K-Mart Retail - South 1 20,894.76 No
Bend, IN
01-1027351 Chili's Plaza 1 30,148.42 No
01-1027480 Meadows of Gwinnett 1 18,091.31 No
County Apartments
01-1027900 BRC Plaza Shopping 1 17,369.71 No
Center
01-1027902 Denver Creek 1 5,608.16 No
Apartments
01-1027903 Intermountain Self 1 6,042.21 No
Storage #1 (Idaho Falls,
ID)
01-1027904 Intermountain Self 1 5,244.98 No
Storage #2 (Chubbuck,
ID)
01-1027905 Intermountain Self 1 3,608.54 No
Storage #3 (Chubbuck,
ID)
<CAPTION>
ADDITIONAL
LOAN BROKER STRIP SERVICING SERVICING
NUMBER DEFEASANCE LOAN FEE LOAN FEE
<S> <C> <C> <C> <C>
01-1025819 Lock/26_Defeasance/87_0%/7 0.1325
01-1025997 Lock/27_Defeasance/209_0%/4 0.1325
01-1026176 Lock/26_Defeasance/90_0%/4 0.2575
01-1026212 Lock/27_Defeasance/89_0%/4 0.1325
01-1026263 Lock/27_Defeasance/89_0%/4 0.1325
01-1026339 Lock/26_Defeasance/90_0%/4 0.1325
01-1026401 Lock/27_Defeasance/89_0%/4 0.1325
01-1026497 Lock/27_Defeasance/89_0%/4 0.1325
01-1026584 Lock/25_Defeasance/91_0%/4 0.1325
01-1027351 Lock/27_Defeasance/89_0%/4 0.1325
01-1027480 Lock/25_Defeasance/91_0%/4 0.1325
01-1027900 Lock/0_> YM or 1%/107_1%/126_0%/7 0.2575
01-1027902 Lock/0_> YM or 1%/107_1%/66_0%/7 0.2575
01-1027903 Lock/0_> YM or 1%/107_1%/66_0%/7 0.2575
01-1027904 Lock/0_> YM or 1%/107_1%/66_0%/7 0.2575
01-1027905 Lock/0_> YM or 1%/107_1%/66_0%/7 0.2575
</TABLE>
A-7
<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;
(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
B-1
<PAGE>
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;
(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) the original or a copy of any lockbox agreement or deposit
account or similar agreement;
B-2
<PAGE>
(xvi) the original or a copy of any intercreditor agreement with
respect to the Mortgage Loan; and
(xvii) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
provided that, with respect to the Mortgage Loans subject to the Participation
Interest, the Mortgage File shall consist solely of an original executed
counterpart of the Participation Agreement which provides, inter alia, that the
related Mortgage File shall be held by the custodian thereunder for the benefit
of the holders of the participation interests created thereunder, and provided,
further 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 German American Capital Corporation (the "Seller")
I, ____________________________ , a ________________________ of the Seller,
hereby certify as follows:
The Seller is a corporation duly organized and validly existing under the
laws of the State of Maryland.
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 German American Capital Corporation
In connection with the execution and delivery by German American Capital
Corporation (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.
GERMAN AMERICAN CAPITAL CORPORATION
By:
--------------------------------
Name:
Title:
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.
Fitch, Inc.
Standard and 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 German American Capital Corporation (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.
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
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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 incorporated and is validly existing as a
corporation in good standing under the laws of the State of Maryland
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 transactions contemplated by the
terms of the Agreements, except for
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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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