EXHIBIT 99.4
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of March 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").
The Equity Inns Mortgage Loans identified as loan numbers 22102 and 22103
on the Mortgage Loan Schedule (collectively, the "Participation Loan"), which
are two of the Mortgage Loans identified on the Mortgage Loan Schedule, are
subject to a participation agreement (the "Participation Agreement") and
represented by a 50% participating interest (the "Participation Interest")
created under the Participation Agreement.
It is expected that the Mortgage Loans will be transferred, together with
other multifamily and commercial mortgage loans, to a trust fund (the "Trust
Fund") to be formed by the Purchaser, beneficial ownership of which will be
evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Xxxxx'x
Investors Service, Inc. and Fitch IBCA 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 March 1, 2000 (the "Pooling
and Servicing Agreement"), among the Purchaser as depositor, GMAC Commercial
Mortgage Corporation as master servicer (in such capacity, the "Master
Servicer") and special servicer (in such capacity, the "Special Servicer"),
LaSalle Bank National Association, as trustee (in such capacity, the "Trustee")
and ABN AMRO Bank N.V., as fiscal agent (in such capacity, the "Fiscal Agent").
Capitalized terms not otherwise defined herein have the meanings assigned to
them in the Pooling and Servicing Agreement as in effect on the Closing Date.
The Purchaser intends to sell the Class A-1, Class A-2, Class B, Class C,
Class D, Class E, Class F and Class X Certificates to Deutsche Bank Securities
Inc. and Xxxxxxx, Xxxxx & Co. (together, the "Underwriters"), pursuant to an
underwriting agreement dated the date hereof (the "Underwriting Agreement"). The
Purchaser intends to sell the Class G and Class H Certificates to Deutsche Bank
Securities Inc. and the 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
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Certificates to First Union National Bank (in such capacity, an "Initial
Purchaser"). The 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:
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 March 8, 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 March,
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 $177,880,603.52, subject to a variance of plus or
minus 5%. The purchase price for the Mortgage Loans shall be calculated and paid
pursuant to the Mortgage Loan Purchase Agreement dated September 29, 1999
between the Seller, as purchaser, and the Purchaser, as seller, and the Mortgage
Loan Purchase Agreement dated December 23, 1999 between the Seller, as
purchaser, and the Purchaser, as seller.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the Seller
of the purchase price referred to in Section 1 hereof (exclusive of any
applicable holdback for transaction expenses), the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, including all
interest and principal received or receivable by the Seller on or with respect
to the Mortgage Loans after the Cut-off Date for each such Mortgage Loan,
together with all of the Seller's right, title and interest in and to the
proceeds of any related title, hazard, or other insurance policies and any
escrow, reserve or other comparable accounts related to the Mortgage Loans. The
Purchaser shall be entitled to (and, to the extent received by or on behalf of
the Seller, the Seller shall deliver or cause to be delivered to or at the
direction of the Purchaser) all scheduled payments of principal and interest due
on the Mortgage Loans after the Cut-off Date for each such Mortgage Loan, and
all other recoveries of principal and interest collected thereon after such
Cut-off Date. All scheduled payments of principal and interest due thereon on or
before the Cut-off Date for each Mortgage Loan and collected after such Cut-off
Date shall belong to the Seller.
(b) In connection with the Seller's assignment pursuant to subsection (a)
above, the Seller hereby agrees that, at least five (5) Business Days before the
Closing Date, it shall have delivered to and deposited with the Trustee, the
Mortgage File (as described on Exhibit B hereto)
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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.
(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.
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(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 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.
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(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.
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
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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 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.
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The closing of the sale of the Mortgage Loans (the "Closing") shall be held
at the offices of Xxxxx, Xxxxx & Xxxxx, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
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.
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;
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(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.
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 000 Xxxxxxx
Xxxx, X.X. Xxx 0000, Xxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Structured
Finance Manager, facsimile no. (000) 000-0000, 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 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX
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10019, Attention: Xxxx Xxxxxx, facsimile no. (000) 000-0000, 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.
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.
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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.
SECTION 20. Amendment to Hedge Agreements.
(a) The Hedge Agreement (the " September Hedge Agreement"), dated as of
September 29, 1999, by and between Seller, as owner, and Purchaser, is amended
so that the references in the September Hedge Agreement to the dates November
23, 1999 and March 15, 2000 in each of (i) Section 4.1(a)(iv); (ii) Section 4.2;
(iii) the first sentence of Exhibit D to the Hedge Agreement; and (iv) Section
(a)(2) of Exhibit D to the Hedge Agreement are amended to read in each case (x)
March 16, 2000 with respect to those Mortgage Loans indentified on Exhibit A
hereto that are subject to the September Hedge Agreement and (y) June 30, 2000
with respect to those Mortgage Loans (as defined in the September Hedge
Agreement) indentified on Exhibit D hereto that are subject to the September
Hedge Agreement. The Hedge Agreement (the "December Hedge Agreement" and,
together with the September Hedge Agreement, the "Hedge Agreements"), dated as
of December 23, 1999, by and between Seller, as owner, and Purchaser is amended
so that the references in the December Hedge Agreement to the date March 15,
2000 in each of (i) Section 4.1(a)(iv); (ii) Section 4.2; (iii) the first
sentence of Exhibit D to the Hedge Agreement; and (iv) Section (a)(2) of Exhibit
D to the Hedge Agreement are amended to read in each case (x) March 16, 2000
with respect to those Mortgage Loans indentified on Exhibit A hereto that are
subject to the December Hedge Agreement and (y) June 30, 2000 with respect to
those Mortgage Loans (as defined in the December Hedge Agreement) indentified on
Exhibit D hereto that are subject to the December Hedge Agreement.
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(b) GMAC Commercial Holdings Corp. affirms the amendments listed in Section
20(a) above as they relate to the Guarantee given in conjunction with the Hedge
Agreements.
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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.
GERMAN AMERICAN CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
. GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Acknowledged and Agreed
with respect to Section 10:
GMAC COMMERCIAL MORTGAGE CORPORATION
By: /s/Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
S-1
Acknowledged and Agreed
with respect to Section 20:
GMAC COMMERCIAL HOLDING CORP.
By: /s/Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
S-2
EXHIBIT A
MORTGAGE LOAN SCHEDULE
GMACCM - Deutsche Bank Repurchase Facility
Loan
Number Name Address
19810 The Point at Saranac Lake XXX #0, Xxx 00, Xxxxxxxxxx Xxxx
00000 Today's Man Retail Building 1528 Chestnut Street
00000 Xxxxxxxxx Xxxxxxx 0000-0000 Xxxxxxxxx Xxx.; 0000 Xxxxxx Xx.; 5107-5113 Xxxxxx
22102 Equity Inns - AmeriSuites (Indianapolis) 9104 Keystone Crossing
22103 Equity Inns Portfolio Various
22103-A Equity Inns - AmeriSuites (Overland Park) 0000 Xxxx 000xx Xxxxxx
22103-B Equity Inns - AmeriSuites (Columbus) 0000 Xxxxxxx Xxxxx
22103-C Equity Inns - AmeriSuites (Memphis) 0000 Xxxxxxx Xxxxx
22103-D Equity Inns - AmeriSuites (Xxxx Xxxxx) 4100 Xxx Road
22103-E Equity Inns - Hampton Inn (Overland Park) 00000 Xxxx Xxxxxxx Xxxxxxxx Xxxx
00000-X Equity Inns - Hampton Inn (Kansas City) 00000 Xxxxx Xxxxxx Xxxxxx
22103-G Equity Inns - Hampton Inn (Memphis) 0000 Xxxxxx Xxxxxx
22103-H Equity Inns - Hampton Inn (Xxxxxxxxxx) 0000 Xxxxxxx Xxxxxxxxx
22103-I Equity Inns - Hampton Inn (Morgantown) 1053 Van Xxxxxxx Road
22103-J Equity Inns - Homewood Suites (Phoenix) 0000 Xxxx Xxxxxxxx Xxxxxx
00000-X Equity Inns - Homewood Suites (Sharonville) 0000 Xxxx Xxxxxx Xxxx
22103-L Equity Inns - Homewood Suites (San Antonio) 4323 Spectrum One
22103-M Equity Inns - Residence Inn (Tucson) 0000 Xxxx Xxxxxxxx Xxxxxxxxx
00000-X Equity Inns - Residence Inn (Xxxxx) 0000 Xxxxxxxxx Xxxxx
22103-O Equity Inns - Residence Inn (Tinton Falls) 00 Xxxx Xxxx
22103-P Equity Inns - Residence Inn (Portland) 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxx
22103-Q Equity Inns - Hampton Inn (Northville) 00000 Xxxxxxxx Xxxx
22103-R Equity Inns - Residence Inn (Princeton) 0000 Xxxxx 0
00000 Xxxxx Xxxxxxx Business Center 0000-0000 Xxxxx Xxxxxxx Xxxxxx
22709 Newport Center Medical Building II 0000 Xxxxxxx Xxxxxx
00000 Xxxxxx Terrace Apartments 000 Xxxxx Xxxxxxxxxx Xxxxx
00000 Xxxxxxxx Office Building 0000 Xxxx Xxxxxxxx Xxxxxx
00000 Xxx Xxxx & Xxx Xxxx Xxxxxxxxxx Xxxxxxx
00000-X Pin Oaks Apartments 216 & 000 Xxxxx Xxxxxxx Xxxxxx
00000-X Bur Oak Apartments 000 Xxxxx Xxxxxxx Xxxxxx
00000 Four Xxxxxxxxxx Xxxxx 0 Xxxxxxxxxx Xxxxx
00000 Building 100 (Main Street NoviProject) 00000 Xxxxx Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx Medical Building 1701-03 S. Broad Street
23439 Citation Club on Xxxxxx Ranch 0000 Xxxxxxx Xxxxxx
00000 Xxxxxxx Xxxx Retail Center 00-00 Xxxxxxx Xxxx Xxxx
00000 Xxxx Xxxx Xxxx & Xxxxxxxx Xxxxxxxx Xxxxxxx
00000-X Blue Xxxx West 653 Skippack Pike
00000-X Xxxxxxxx Xxxxxxxx 0000 Xxxxxx Xxxx
00000 Xxxxx Xxxxx Shopping Center 1830, 1850, 0000 Xxxxxxxx Xxxxx
00000 Xxxxx Xxxxxx & Xxxxxxx Xxxxxxx
00000-X Nisky Center Parcels 45 - A and 00 - X Xxxxxx Xxxxx Xx. 0
00000-X Xxxxxxx Mall Parcels 3, 7 & 8 Estate Xxxxxx, Kings Quarter
23725 Newport Medical Center Building I 000 Xxxxxxx Xxxxxx Xxxxx
00000 Xxxxxxxxx Gardens Apartments 0000 Xxxxx Xxxxxxxx Xxxxxx
24057 Sentinel Pointe Apartments 0000 Xxxx Xxxxxxxx Xxxxxx
24108 XX Xxxxx Xxxxxxxxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx Xxxx
00000 Singing Oaks Apartments 000 Xxxxx Xxxx 000
00000 XxXxxx Xxxxxx Xxxxxx Xxxxxx 0000 Xxxxxxxxxxxxx Xxxxxxx
00000 Xxxxxx & Massillon Villas Various
24307-A Golden Villas of Xxxxxx 000 Xxxxxxxxxx Xxxxx
00000-X Xxxxxx Villas of Massillon 0000 0xx Xxxxxx, XX
00000 Xxxxxx'x-Richfield 0000 Xxxx 00xx Xxxxxx
00000 For Eyes-Valley View 0000 Xxxxxx Xxxx Xxxxxxxxx
00000 For Eyes Optical-Snellville & Humble Various
24788-A For Eyes Shopping Center - Snellville 0000 Xxxxxx Xxxxxxx
00000-X Xxx'x Wearhouse Retail Store 00000 Xxxxxxx 00 Xxxxx
Loan Interest Rate Original
Number City State Zip Rate Type Balance
00000 Xxxxxxx Xxxx Xxx Xxxx 00000 9.125 Fixed 3,400,000.00
20220 Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 8.480 Fixed 2,800,000.00
00000 Xxxxxx Xxxxx 00000 8.600 Fixed 2,740,000.00
00000 Xxxxxxxxxxxx Xxxxxxx 00000 8.370 Fixed 1,920,000.00
22103 Various Various Various 8.370 Fixed 46,590,000.00
00000-X Xxxxxxxx Xxxx Xxxxxx 00000
22103-B Xxxxxxxx Xxxx 00000
22103-C Xxxxxxx Xxxxxxxxx 00000
00000-X Xxxx Xxxxx Xxxxxxxx 00000
00000-X Xxxxxxxx Xxxx Xxxxxx 00000
22103-F Xxxxxx Xxxx Xxxxxxxx 00000
22103-G Xxxxxxx Xxxxxxxxx 00000
22103-H Xxxxxxxxxx Xxxxx 00000
00000-X Xxxxxxxxxx Xxxx Xxxxxxxx 00000
22103-J Xxxxxxx Xxxxxxx 00000
22103-K Xxxxxxxxxxx Xxxx 00000
00000-X Xxx Xxxxxxx Xxxxx 00000
22103-M Xxxxxx Xxxxxxx 00000
00000-X Xxxxx Xxxxxxxxx 00000
22103-O Tinton Falls New Jersey 7724
22103-P Xxxxxxxx Xxxxxx 00000
22103-Q Xxxxxxxxxx Xxxxxxxx 00000
22103-R Princeton New Jersey 8543
22283 Xxxxxx Xxxxxxxxxx 00000 8.480 Fixed 6,350,000.00
22709 Xxxxxxx Xxxxx Xxxxxxxxxx 00000 8.680 Fixed 11,200,000.00
22759 Xxxxxxx Xxxxxxxxxx 00000 7.740 Fixed 5,400,000.00
22829 Xxxxxxx Xxxxxxx 00000 8.530 Fixed 1,100,000.00
23118 Various Various Various 7.830 Fixed 1,625,000.00
00000-X Xxxx Xxxx 00000
00000-X Xxxx Xxxx 00000
23155 Xxxxxx Xxxxxxx Xxx Xxxx 00000 8.400 Fixed 3,525,000.00
23273 Xxxx Xxxxxxxx 00000 8.470 Fixed 4,440,000.00
23311 Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 8.380 Fixed 2,014,000.00
23439 Xxxxxxxx Xxxxxxx 00000 7.796 Fixed 17,050,000.00
00000 Xxxxxxx Xxxxxxx Xxxxxxxx 00000 8.910 Fixed 950,000.00
23625 Various Various Various 8.410 Fixed 10,280,000.00
23625-A Xxxxxxxx Xxxxxxxx Xxxxxxxxxxxx 00000
23625-B Xxxxxxxxxx Xxxxxxxx Xxxxxxxxxxxx 00000
23628 Xxxxx Xxxxxxxxxx 00000 8.690 Fixed 1,500,000.00
23666 Various Various Various 9.010 Fixed 12,000,000.00
00000-X Xx Xxxxxx, X.X. Xxxxxx Xxxxxxx 802
23666-B St Xxxxxx, U.S. Virgin Islands 802
23725 Xxxxxxx Xxxxx Xxxxxxxxxx 00000 8.680 Fixed 8,300,000.00
23875 Xxx Xxxxx Xxxxxx 00000 8.290 Fixed 6,470,000.00
00000 Xxx Xxxxxxx Xxxxx 00000 7.630 Fixed 2,150,000.00
24108 Xxx Xxxxx Xxxxxxxxxx 00000 8.630 Fixed 1,680,000.00
00000 Xxxxxx Xxxxx 00000 7.875 Fixed 2,500,000.00
00000 Xxxxxx Xxxxxxx 00000 8.620 Fixed 1,150,000.00
24307 Various Various Various 7.910 Fixed 8,450,000.00
24307-A Xxxxxx Xxxx 00000
24307-B Xxxxxxxxx Xxxx 00000
24573 Xxxxxxxxx Xxxxxxxxx 00000 8.748 Fixed 9,300,000.00
24681 Xxxxxxx Xxxxxxxx 00000 9.030 Fixed 1,480,000.00
24788 Various Various Various 8.930 Fixed 2,220,000.00
24788-A Xxxxxxxxxx Xxxxxxx 00000
24788-B Xxxxxx Xxxxx 00000
Cut-Off Anticipated Day Credit
Loan Date Remaining Maturity Repayment Payment Monthly ARD Lease
Number Balance Term Date Date Due Payment Loan Loan
19810 3,393,423.22 118 1/1/25 1/1/10 1 29,133.67 Yes No
20220 2,783,301.77 114 9/10/09 10 22,741.97 No No
21708 2,731,842.74 115 10/10/09 10 21,509.43 No No
22102 1,904,942.11 112 7/1/24 7/1/09 1 15,453.86 Yes No
22103 46,224,610.85 112 7/1/24 7/1/09 1 374,997.71 Yes No
22103-A
22103-B
22103-C
22103-D
22103-E
22103-F
22103-G
22103-H
22103-I
22103-J
22103-K
22103-L
22103-M
22103-N
22103-O
22103-P
22103-Q
22103-R
22283 6,338,165.55 117 12/10/09 10 49,296.24 No No
22709 11,179,929.40 117 12/10/09 10 88,568.87 No No
22759 5,380,878.26 115 10/10/09 10 39,074.01 No No
22829 1,097,196.97 116 11/10/09 10 8,578.33 No No
23118 1,618,054.81 114 9/10/09 10 11,860.35 No No
23118-A
23118-B
23155 3,514,070.56 115 10/10/09 10 27,162.81 No No
23273 4,421,066.29 113 8/10/09 10 34,438.50 No No
23311 2,008,722.69 116 11/10/09 10 15,488.41 No No
23439 17,050,000.00 116 11/10/09 10 124,015.92 No No
23523 946,421.03 116 11/10/09 10 7,998.00 No No
23625 10,260,576.78 117 12/10/09 10 79,286.96 No No
23625-A
23625-B
23628 1,496,289.66 116 11/10/09 10 11,871.54 No No
23666 11,955,484.32 116 11/10/09 10 101,863.36 No No
23666-A
23666-B
23725 8,285,126.25 117 12/10/09 10 65,635.86 No No
23875 6,441,371.82 113 8/10/09 10 49,346.36 No No
24057 2,142,225.02 115 10/10/09 10 15,389.69 No No
24108 1,675,797.82 116 11/10/09 10 13,223.01 No No
24140 2,489,407.57 114 9/10/09 10 18,326.17 No No
24200 1,147,914.76 117 12/10/09 10 9,044.08 No No
24307 8,432,397.35 117 12/10/29 12/10/09 10 62,155.97 Yes No
24307-A
24307-B
24573 9,266,742.32 114 9/10/09 10 73,997.72 No No
24681 1,477,524.08 129 12/10/10 10 12,081.77 No No
24788 2,217,119.52 130 1/10/11 10 17,957.55 No No
24788-A
24788-B
177,880,604
Broker Additional
Loan Strip Servicing Servicing
Number Defeasance Loan Fee Loan Fee
19810 Lock/47_Defeasance/71_0%/2 0.1276
20220 Lock/30_Defeasance/86_0%/4 0.1276
21708 Lock/29_Defeasance/89_0%/2 0.1276
22102 Lock/35_Defeasance/81_0%/4 0.1276
22103 Lock/35_Defeasance/81_0%/4 0.1276
22103-A
22103-B
22103-C
22103-D
22103-E
22103-F
22103-G
22103-H
22103-I
22103-J
22103-K
22103-L
22103-M
22103-N
22103-O
22103-P
22103-Q
22103-R
22283 Lock/27_Defeasance/91_0%/2 0.1276
22709 Lock/27_Defeasance/91_0%/2 0.1276
22759 Lock/29_Defeasance/90_0%/1 0.1276
22829 Lock/28_Defeasance/91_0%/1 0.1276
23118 Lock/30_Defeasance/88_0%/2 0.1276
23118-A
23118-B
23155 Lock/29_Defeasance/88_0%/3 0.1276
23273 Lock/31_Defeasance/88_0%/1 0.1276
23311 Lock/28_Defeasance/90_0%/2 0.1276
23439 Lock/28_Defeasance/89_0%/3 0.0426
23523 Lock/28_Defeasance/91_0%/1 0.1276
23625 Lock/27_Defeasance/92_0%/1 0.0826
23625-A
23625-B
23628 Lock/28_Defeasance/90_0%/2 0.1276
23666 Lock/28_Defeasance/90_0%/2 0.1276
23666-A
23666-B
23725 Lock/27_Defeasance/91_0%/2 0.1276
23875 Lock/31_Defeasance/87_0%/2 0.1276
24057 Lock/29_Defeasance/89_0%/2 0.1276
24108 Lock/28_Defeasance/90_0%/2 0.1276
24140 Lock/30_Defeasance/87_0%/3 0.1276
24200 Lock/27_Defeasance/92_0%/1 0.1276
24307 Lock/27_Defeasance/91_0%/2 0.0776
24307-A
24307-B
24573 Lock/30_Defeasance/88_0%/2 0.1276
24681 Lock/27_Defeasance/103_0%/2 0.1276
24788 Lock/26_Defeasance/104_0%/2 0.1276
24788-A
24788-B
A-1
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 LaSalle Bank National
Association, as trustee for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2000-C1, 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
B-1
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
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;
B-2
(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; and
(xv) 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
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 March 8, 2000 (the "Supplemental
Agreement") between GMAC Commercial Mortgage Corporation and the Seller, and/or
the Mortgage Loan Purchase Agreement, dated March 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
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
March __, 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
March __, 2000.
By:
------------------------------------
Name:
Title:
C-1-2
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
March 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 March, 2000.
GERMAN AMERICAN CAPITAL CORPORATION
By:
---------------------------------
Name:
Title:
C-2-1
EXHIBIT C-3
FORM OF OPINION OF COUNSEL TO THE SELLER
March 16, 2000
GMAC Commercial Mortgage Corporation
GMAC Commercial Mortgage Securities, Inc.
Xxxxxxx, Xxxxx & Co.
Deutsche Bank Securities Inc.
Fitch IBCA Inc.
Xxxxx'x Investors Service, Inc.
LaSalle Bank National Association
Re: GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 2000-C1
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-C1 (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 March 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 LaSalle Bank National Association, as trustee (the "Trustee"), and
ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent").
Certain of the Mortgage Loans were purchased by the Depositor from the
Seller, pursuant to, and for the consideration described in, the Mortgage Loan
Purchase Agreement, dated as of March 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 March 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."
C-3-1
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 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
C-3-2
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 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
EXHIBIT D
MORTGAGE LOANS THAT WILL REMAIN
SUBJECT TO HEDGE AGREEMENTS
D-1
24161 - Gaylans - Plainfield
24575 - Gaylans - Leawood
24999 - DLJ/Hartex
00000 - Xxxx Xxxxx
