Securities Law & Instruments

Headnote

Mutual Reliance Review System - issuer of mortgagepass-through certificates exempt from the requirement to prepare,file and deliver annual report, where applicable, interim andannual financial statements and annual reports, where applicable,in lieu of an information circular subject to conditions, includingthe requirement to prepare, file and deliver monthly and annualreports regarding performance of pools of assets.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,77, 78,79, 80(b)(iii) and 81(2).

Rules Cited

National Instrument 44-101 Short Form ProspectusDistributions.

National Instrument 54-101 Communication withBeneficial Owners of Securities of a Reporting Issuer.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN, MANITOBA,

ONTARIO, QUEBEC, NOVA SCOTIAAND

NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GMAC COMMERCIAL MORTGAGE SECURITIESOF CANADA, INC./

GMAC TITRES HYPOTHÉCAIRESCOMMERCIAUX DU CANADA INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Quebec, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from GMAC Commercial Mortgage Securitiesof Canada, Inc./GMAC titres hypothécaires commerciauxdu Canada Inc. (the "Issuer") for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation")that the provisions of the Legislation concerning the preparation,filing and delivery of an annual report, where applicable, interimand annual financial statements and the annual filing, whereapplicable, in lieu of an information circular, shall not applyto the Issuer in connection with public offerings of mortgagepass-through certificates ("Certificates") of theIssuer;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101-Definitions or Quebec Commission Notice 14-101;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the Principal Regulatorfor this application;

AND WHEREAS the Issuer has representedto the Decision Makers as follows:

1. The Issuer was incorporated under the lawsof Canada on March 25, 2002 and is a wholly-owned subsidiaryof GMAC Commercial Mortgage of Canada, Limited ("GMACCMCanada").

2. The head office of the Issuer is locatedin Toronto, Ontario.

3. The Issuer is a special purpose corporation,the only securityholders of which, excluding GMACCM Canada,will be the holders of its Certificates.

4. The Issuer has offered and will offer mortgagepass-through certificates that entitle the holders thereof(the "Certificateholders") to the cash flows ofdiscrete pools of whole or participating interests in mortgages,hypothecs or other charges on real or immovable property situatedin Canada, and all related assets (including the proceedsthereof and any related security) (collectively, "Assets")that by their terms convert into cash within a finite timeperiod, and any rights or other assets designed to assurethe servicing or timely distribution of proceeds to holdersof the Certificates. The Certificates have been and will besold to the public pursuant to short form prospectuses onthe basis of an approved rating by an approved rating organization,as those terms are defined in National Instrument 44-101 -Short Form Prospectus Distributions, or any successorinstrument thereto. The proceeds from the sale of Certificateswill finance the purchase by the Certificateholders of undividedownership interests in Assets.

5. As a special purpose corporation, the Issuerwill not carry on any activities other than acquiring Assetsand issuing Certificates.

6. The Issuer currently has and will haveno material assets or liabilities other than its rights andobligations arising from acquiring Assets and issuing Certificates.

7. No director or officer of the Issuer orany associate thereof is indebted to the Issuer, nor has anydirector, officer, or any other insider, or any associateor affiliate thereof, entered into a material contract withthe Issuer, other than as previously disclosed in documentsfiled with the Decision Makers.

8. No insider of the Issuer, or associateor affiliate of such insider, has a direct or indirect interestin any transaction which has materially affected or whichwould materially affect the Issuer.

9. The auditors of the Issuer are PricewaterhouseCoopersLLP.

10. The information contained in the interimand annual financial statements of the Issuer is not and willnot be relevant to the Certificateholders since such Certificateholdersonly have recourse to the Assets (or ownership interests therein)securing their series of Certificates and do not have anyrecourse to any other assets of the Issuer.

11. For each Offering, the Issuer and, amongothers, GMAC Commercial Mortgage Corporation, as master servicer(the "Master Servicer"), a Canadian trust company,as custodian on behalf of Certificateholders (the "Custodian")and a reporting agent (the "Reporting Agent") willenter into a pooling and servicing agreement (the "Poolingand Servicing Agreement") providing for the issuanceof Certificates and governing the rights of Certificateholders.There is, however, a possibility that other parties acceptableto the rating agencies rating a particular series of Certificatesmay serve as Master Servicer.

12. Each Pooling and Servicing Agreement providesor will provide for certain administrative functions relatingto the Certificates, such as maintaining a register of holdersof Certificates and other duties specified in each Poolingand Servicing Agreement including the making of periodic reportsto Certificateholders.

13. The Issuer, Master Servicer or ReportingAgent will provide, on the Reporting Agent's website to beidentified in the relevant short form prospectus for the Certificatesor in correspondence sent to Certificateholders, or otherwiseas provided for in the relevant short form prospectus, thefinancial and other information prescribed therein to be deliveredor made available to Certificateholders on a monthly basis,such information to include information relating to distributionsmade in that month, as well as Commercial Mortgage SecuritiesAssociation reports that would be specified in the relevantshort form prospectus, together with such additional informationas may be prescribed by the Decision Makers (the "DistributionDate Statement"), authorized by the Issuer or on itsbehalf by its duly appointed representative, and will contemporaneouslyfile or cause to be filed reasonably contemporaneously therewitha summary of such information as contained in the DistributionDate Statement on the System for Electronic Document Analysisand Retrieval ("SEDAR").

14. Notwithstanding paragraph 13 hereof, theIssuer may amend the contents of the financial and other informationposted on the website and filed on SEDAR in order not to disclosethe names of individual obligors of Assets as may be requiredby confidentiality agreements or other obligations of confidentialitybinding on the Issuer.

15. There will be no annual meetings of Certificateholders.Each Pooling and Servicing Agreement provides or will providethat only the holders of a certain percentage of Certificatesof each series of the Issuer have the right to direct theCustodian to take certain actions under the Pooling and ServicingAgreement with respect to such series of Certificates.

16. On not less than an annual basis, theIssuer will request intermediaries to deliver a notice toCertificateholders pursuant to the procedures stipulated byNational Instrument 54-101 Communication with BeneficialOwners of Securities of a Reporting Issuer, advising Certificateholdersthat the monthly information prescribed in paragraph 13 hereof,the quarterly information prescribed in paragraph 17 hereofand the annual information prescribed in paragraph 18 hereofis available on SEDAR and on a website, the website address,and that Certificateholders may request that paper copiesof such reports be provided to them by ordinary mail.

17. Within 60 days of the end of each fiscalquarter of the Issuer (or such lesser period as may be requiredunder applicable laws), the Reporting Agent or the Issueror its duly appointed representative or agent will post onthe applicable website or mail to Certificateholders who sorequest and will contemporaneously file on SEDAR management'sdiscussion and analysis ("MD&A") with respectto the applicable pool of Assets included in the Issuer'sAnnual Information Form filed with the Decision Makers (assupplemented by any short form prospectuses filed by the Issuerduring the intervening period).

18. Within 140 days of the end of each fiscalyear of the Issuer (or such lesser period as may be requiredunder applicable laws), the Reporting Agent or the Issueror its duly appointed representative or agent will post onthe applicable website or mail to Certificateholders who sorequest and will contemporaneously file on SEDAR:

(a) cumulative financial and other informationas prescribed by the Decision Makers for the last completedfiscal year with respect to the applicable pool of Assets;

(b) MD&A with respect to the applicablepool of Assets included in the Issuer's Annual InformationForm filed with the Decision Makers (as supplemented byany short form prospectuses filed by the Issuer during theintervening period);

(c) an annual statement of compliance signedby a senior officer of each applicable Master Servicer orother party acting in a similar capacity on behalf of theIssuer for the applicable pool of Assets, certifying thatthe Master Servicer or such other party acting in a similarcapacity has fulfilled all of its obligations under therelated Pooling and Servicing Agreement during the yearor, if there has been a default, specifying each such defaultand the status thereof; and

(d) an annual accountants' report in formand content acceptable to the Decision Makers prepared bya firm of independent public or chartered accountants acceptableto the Decision Makers respecting compliance by the MasterServicer (or such other party acting in a similar capacity)with the Uniform Single Attestation Program or such otherservicing standard acceptable to the Decision Makers.

19. The Issuer will issue press releases andfile material change reports in accordance with the requirementsof the Legislation in respect of material changes in its affairsand in respect of changes in the status (including defaultsin payments due to Certificateholders), of the Assets underlyingthe Certificates which may reasonably be considered to bematerial to Certificateholders.

20. Fees payable in connection with the filingof annual financial statements will be paid at the time that,and in respect of, the annual financial information specifiedin paragraph 18 hereof is filed.

21. The provision of information to Certificateholderson a monthly, quarterly and annual basis as described in paragraphs13, 17 and 18 hereof, as well as the annual notices to begiven by the Issuer as to the availability of such informationgiven pursuant to terms of paragraph 15 hereof will meet theobjectives of allowing the Certificateholders to monitor andmake informed decisions about their investment.

AND WHEREAS pursuant to the System thisDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that the Issuer is exempted from the requirementsof the Legislation concerning the preparation, filing and deliveryof an annual report, where applicable, interim and annual financialstatements and the annual filing, where applicable, in lieuof an information circular, provided that:

(a) the only securities that the Issuerdistributes to the public are Certificates;

(b) the Issuer complies with paragraphs13, 16, 17, 18, 19 and 20 hereof; and

(c) the exemption from the requirementsof the Legislation concerning the preparation, filing anddelivery of an annual report, where applicable, and theannual filing, where applicable, in lieu of an informationcircular, shall terminate sixty days after the occurrenceof a material change in any of the representations of theIssuer contained in paragraphs 5 through 8 inclusive hereof,unless the Issuer satisfies the Decision Makers that theexemption should continue.

October 16, 2002.

"Howard I. Wetston"                    "KerryD. Adams"