<PAGE>

                                                                   Exhibit 99(g)

                                                                         ENTERED
                                                                     FEB 02 1999
                                                           U.S. BANKRUPTCY COURT
                                                            DISTRICT OF MARYLAND
                                                                       GREENBELT
                                                            [STAMP OF THE COURT]

                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF MARYLAND
                                Southern Division


---------------------------------------
In re                                  )
                                       )
CRIIMI MAE Inc., et al.,               )
                                       )                 Case No. 9823115
                      Debtors.         )                 (Jointly Administered)
                                       )                 Chapter 11
                                       )
---------------------------------------


         STIPULATION AND AGREED ORDER AUTHORIZING USE OF CASH COLLATERAL

     This Stipulation and Agreed Order is entered into this __ day of December,
1998 by and between CRIIMI MAE Inc. ("CMI") and German American Capital
Corporation ("GACC"):

     WHEREAS on October 5, 1998 (the "Petition Date"), CMI, CRIIMI MAE
Management, Inc. ("Management") and CRIIMI MAE Holdings II, L.P. ("Holdings"
and, collectively with CMI and Management, the "Debtors") commenced the
above-captioned cases by filing voluntary petitions for relief under chapter 11
of title 11 of the United States Code (the "Bankruptcy Code");

     WHEREAS the Debtors continue in possession of their properties and assets
and the management of their businesses as debtors in possession pursuant to
sections 1107 and 1108 of the Bankruptcy Code;


                                       1

<PAGE>

     WHEREAS CMI is a self-administered real estate investment trust organized
and existing under the laws of the State of Maryland with its principal place of
business at 11200 Rockville Pike, Rockville, MD 20852. CMI, together with its
direct and indirect subsidiaries, is a fully integrated commercial mortgage
company whose primary activities include (i) acquiring non-investment grade
subordinated securities backed by first mortgage loans on multi-family
properties and other commercial real estate ("Subordinated CMBS"), and (ii)
originating, servicing, and securitizing commercial mortgage loans and
commercial mortgage backed securities ("CMBS");

     WHEREAS by order of this Court, the Debtors' cases have been consolidated
for administrative purposes only;

     WHEREAS GACC and CMI are parties to a certain Master Loan and Security 
Agreement, dated as of March 31, 1998 (as the same has heretofore been 
amended on June 30, 1998 and October 1, 1998, the "Agreement"), pursuant to 
which GACC made loans to CMI (collectively, the "GACC Loan);

     WHEREAS CMI believes that as of the Petition Date, the outstanding
principal balance of the GACC Loan is approximately $177,508,216.72 (the "GACC
Loan");

     WHEREAS pursuant to the Agreement, CMI pledged its interest in certain
securities identified in Schedule A annexed hereto (the "Securities") to GACC;

     WHEREAS the Securities generate proceeds, dividends, distributions and
income periodically, which is paid to GACC or the Debtors, as the case may be,
on a monthly basis (collectively, "Income");


                                       2

<PAGE>

     WHEREAS GACC has alleged, and the Debtors have agreed with GACC, that GACC
has a valid perfected first priority security interest in the Securities and
Income and that the Income constitutes its cash collateral;

     WHEREAS the Debtors have alleged that the value of the Securities is
substantially in excess of the GACC Loan and to the extent that GACC holds a
validly perfected security interest in the Securities and Income, GACC is
adequately protected against any loss by the value of the Securities in excess
of the GACC Loan; and

     WHEREAS, GACC disputes that it is adequately protected.

     NOW, THEREFORE, in consideration of the mutual premises set forth 
herein, the parties hereto stipulate, agree and the Court finds and orders as 
follows:

     1. USE OF CASH COLLATERAL: During the term of this Stipulation, the Debtors
are hereby authorized to use GACC's cash collateral to the extent and upon the
terms set forth below:

     (a)  GACC shall remit or cause to be remitted all Net Income (as
          hereinafter defined) to the Debtors periodically but in no event later
          than the fourth (4th) business day of each month commencing December
          1998 (or, if later, the second (2nd) business day after the payment on
          the "CMCMT Securities" identified in Schedule A for that month is
          received). GACC shall not be obligated to remit Net Income to the
          Debtors at any time while the Debtors (or any of them) shall be in
          breach of any of their material obligations hereunder. As used herein,
          "Net Income" shall mean, with respect to any period, all Income
          received by GACC in respect of the Securities during such period,
          MINUS all amounts retained by GACC 


                                       3

<PAGE>

          during such period in accordance with the provisions of paragraph 2(a)
          hereof. Net Income for the months of October 1998 and November 1998
          shall be paid and applied in accordance with the parameters of this
          Stipulation no later than five business days after entry of an order
          approving this Stipulation.

     (b)  subject to paragraph 7 hereof, the Debtors shall be entitled to use
          the Net Income remitted to them by GACC pursuant to clause (a) above
          in the ordinary course of their business or as otherwise permitted by
          Court order; PROVIDED HOWEVER, that without the written consent of
          GACC or an order of the Court (including, without limitation, an order
          confirming a plan of reorganization), such Net Income shall not be
          used by the Debtors for the purpose of (i) originating commercial
          mortgage loans, (ii) purchasing mortgage loans or mortgage-backed
          securities or (iii) making payments to their creditors other than GACC
          on account of pre-petition claims in amounts greater than $500,000
          (per claim) in respect of indebtedness for borrowed money or
          repurchase obligations under repurchase agreements; PROVIDED, however,
          that the Debtors may make payments to secured creditors from such
          creditors' own collateral or its proceeds. For purposes of the
          foregoing proviso, all payments made by the Debtors during the term of
          this Stipulation for any of the purposes identified in clauses (i),
          (ii) and (iii) of such proviso (other than payments to a secured
          creditor made from such creditor's own collateral security or its
          proceeds) shall be conclusively presumed to have been paid out of Net
          Income. The 


                                       4

<PAGE>

          limitations contained herein shall expire upon termination of this
          Stipulation.

     2. ADEQUATE PROTECTION: Subject to paragraph 6 hereof, as adequate
protection against, and to the extent (if any) of, the diminution of the value
of GACC's interest in the Securities, GACC is hereby granted, pursuant to
sections 361 and 363 of the Bankruptcy Code, the following:

     (a)  GACC shall be entitled to retain from the Income received by it each
          month in respect of the Securities and (subject to paragraph 6 hereof)
          to apply on account of the Debtors' obligations in respect of the GACC
          Loan, (including, without limitation, any payment obligations of CMI
          under Section 4.07(c) of the Agreement) a periodic monthly payment in
          an amount equal to the sum of (i) interest accruing on the GACC Loan
          at the rate prescribed in the Agreement which is the non-default rate
          (NOT the Post-Default Rate, as defined in the Agreement) (the
          "Interest Amount"), plus (ii) twenty-five percent (25%) of the amount,
          if any, by which the Income for such month exceeds the Interest Amount
          for such month (it being agreed between the Debtors and GACC that the
          payment required under this clause (ii) shall be applied by GACC in
          reduction of the outstanding principal of the GACC Loan) plus (iii) at
          GACC's option, the actual costs of hedging the GACC Loan incurred by
          GACC (the "Actual Hedge Cost"); PROVIDED, HOWEVER, that (A) not more
          than $100,000,000 (the "Hedged Amount") of the GACC Loan shall be
          hedged, (B) the Debtors shall be entitled to receive the benefits, if
          any, of the hedge with respect to any period for which the


                                       5

<PAGE>

          Actual Hedge Cost shall have been paid using Income, (C) GACC shall
          consult and in good faith attempt to reach a consensus with the
          Debtors and its advisors about the proper method and costs of a
          hedging program with a goal of a program entailing an annual cost not
          to exceed $1,500,000 (the "Target Hedge Cost") prior to entering into
          such program, and (D) in no event shall the amount of the payment
          required pursuant to this clause (iii) to be made on any periodic
          monthly payment date exceed the amount by which the sum of all
          payments previously made pursuant to this clause (iii) is less than a
          cost of 300 basis points (3%) per annum on the Hedged Amount (the
          "Capped Hedge Amount"), prorated for the period commencing on the
          first day such hedging program is in effect and ending on such
          periodic payment date; plus (iv) the amount, if any, by which the
          payment required to be made with respect to such month pursuant to
          clause (iii) above is less than the payment required to be made with
          respect to such month pursuant to clause (ii) above (it being agreed
          between the Debtors and GACC that the payment required under this
          clause (iv) shall be applied by GACC in reduction of the outstanding
          principal of the GACC Loan); plus (v) any amounts described in clauses
          (i), (ii), (iii) and (iv) above remaining unpaid from prior months
          (commencing with October 1998); and PROVIDED FURTHER, that the making
          of such periodic payment under this paragraph 2(a), (x) shall be
          deemed to have been made on account of, and not in full satisfaction
          of, CMI's payment obligations under Section 4.07(c) of the Agreement
          (and GACC's rights under such Section to recover from 


                                       6

<PAGE>

          CMI (out of the Collateral or otherwise) the full amount of the
          hedging costs actually incurred by GACC shall not be limited or
          impaired by anything contained in this Stipulation and Order), (y)
          shall be without prejudice to the rights of any official committee
          appointed in these cases to seek the characterization of any or all
          such retentions and/or payments as being on account of CMI's principal
          obligation to GACC, and (z) shall not constitute an acknowledgment or
          agreement by GACC that such periodic monthly payment is sufficient to
          constitute adequate protection of GACC (the Debtors agreeing that this
          Stipulation shall not be quoted, cited or otherwise introduced as
          evidence of such an acknowledgment or agreement in any case,
          litigation or other proceeding);

     (b)  the Debtors shall provide to GACC periodic monthly reports detailing
          the uses of the Net Income (and each such report shall be accompanied
          by the certification of the Debtors' chief executive officer or chief
          financial officer to the effect that, as of the date of such
          certification, no Net Income has been used by the Debtors for a
          purpose prohibited under paragraph 1(b) hereof); and

     (c)  the Debtors shall provide GACC with access to the Debtors' books,
          records and management personnel upon reasonable request during normal
          business hours.

     3. NONWAIVER OF LIENS: Subject to paragraph 6 hereof, nothing herein shall
in any way restrict the scope, validity, perfection or enforceability of GACC's
prepetition liens, security interests, or claims with respect to the GACC Loan,
the Securities or the Income.


                                       7

<PAGE>

     4. MODIFICATION OF ADEQUATE PROTECTION: (a) GACC may, at any time, upon
five (5) business days' notice to the Debtors, (i) request the Court to increase
the payments to, retentions by or other protections for its benefit as a
condition to the continued use by the Debtors of the Net Income, or (ii)
otherwise seek relief from the automatic stay imposed by section 362 of the
Bankruptcy Code with respect to Securities and/or the Income (in which event,
the Debtors and any official committee may, INTER ALIA, also request the Court
to decrease the adequate protection payments or other adequate protection
provisions granted pursuant to this Order); PROVIDED, HOWEVER, that for a period
commencing on the date hereof and terminating 120 days thereafter (the
"Standstill Period"), GACC shall not, except as provided in the immediately
following sentence, (x) seek relief from the automatic stay imposed by
Bankruptcy Code section 362 with respect to the Securities and/or Income or (y)
seek modification of the adequate protection arrangement set forth in this
Stipulation and Order. Notwithstanding the foregoing, during the Standstill
Period, GACC may upon five (5) days' notice to the Debtors seek the relief
specified in (a)(i) or (ii) above; PROVIDED, HOWEVER, that if GACC shall seek
such relief, the Debtors shall have a reciprocal right to seek relief to
decrease the adequate protection payments or other protections granted herein or
seek turnover of the Securities and/or Income upon two (2) business days' notice
to GACC. Notwithstanding the foregoing, nothing herein shall restrict or
prejudice the rights of any official committee appointed in these cases to seek
relief to decrease the adequate protection payments or other protections granted
herein or seek turnover of the Securities and/or Income upon five (5) days'
notice to GACC. 

     (b) In the event (i) the Court shall enter an order authorizing any Other
CMBS Creditor (as hereinafter defined) to retain, for purposes of adequate
protection, all or any substantial portion of the income on such Other CMBS
Creditor's collateral as adequate


                                       8
<PAGE>

protection for such Other CMBS Creditor or (ii) the Debtors shall enter into an
agreement or stipulation with any Other CMBS Creditor having the same purpose
and effect as the order described in clause (i) of this paragraph 4(b), the
Debtors shall take such actions, if any (including, without limitation, entering
into a similar agreement or stipulation with GACC and/or making one or more
motions before the Court), as shall be necessary to afford GACC treatment with
respect to the Income no less favorable than the treatment afforded to such
Other CMBS Creditor with respect to the retaining of income on its collateral
for purposes of adequate protection (solely for the respective periods pursuant
to which the other CMBS Creditor is afforded more favorable treatment). As used
herein, "Other CMBS Creditor" shall mean any of Merrill Lynch Mortgage Capital
Inc., Lehman Brothers Capital and First Union National Bank, PROVIDED HOWEVER,
that "Other CMBS Creditors" shall also include each of Citicorp Securities, Inc.
and Morgan Stanley & Co. International, Ltd., only if (i) the Court enters a
final order holding that such entity is a secured creditor and does not have
rights under 11 U.S.C. ss.ss. 555 or 559, or the Debtors and such creditor so
stipulate and also agree that such creditor shall be treated as a secured
creditor for purposes of determining the parties respective rights with respect
to the income on such creditors collateral for any relevant period during these
cases, and (ii) after entry of such order or the filing of such stipulation, the
Court awards such creditor adequate protection payments and/or retention for the
purpose of adequate protection.

     5. FINAL ORDER: This Order shall be applicable, valid and fully effective
as of the date of its entry, continue on a final basis, remain in full force and
effect and constitute final authority for the financial accommodations
contemplated by this Order, unless modified or vacated by other subsequent order
of this Court. Subject to paragraph 6, if any or all of the provisions of this
Order are hereafter modified, vacated or stayed by subsequent order of this or
any other 


                                       9

<PAGE>

Court, such stay, modification or vacatur shall not affect the validity and
enforceability of any payment or other benefit authorized hereby with respect to
the adequate protection rights or obligations incurred prior to such
modification.

     6. RESERVATION OF RIGHTS: Nothing herein shall constitute an admission by
the parties or a finding or determination by the Court concerning (i) the
validity, perfection, priority, enforceability or non-avoidability of the
obligations incurred or the liens and security interests granted by one or more
of the Debtors to GACC prior to the Petition Date (except that the Debtors have
agreed with GACC that GACC has a valid perfected first priority security
interest in the Securities and the Income), or the presence or absence of
adequate protection with respect thereto, and (ii) any issues arising under
sections 506(b), 506(c) and 552 of the Bankruptcy Code including but not limited
to (a) GACC's entitlement to reasonable attorneys' fees and interest on unpaid
interest and (b) the Debtor's entitlement to surcharge the Securities or Income.
Nothing contained in this Order shall prejudice, impair, waive or affect any
official committee's or any other party in interest's rights, including the
right to object to, challenge or contest the validity, perfection, priority or
enforceability of such obligations, liens or security interests or to commence
one or more actions seeking to avoid and/or subordinate such obligations, liens
or security interests or to recover payments made on account of such
obligations, liens or security interests pursuant to applicable provisions of
the Bankruptcy Code or applicable law; PROVIDED HOWEVER, that (i) the Debtors
shall not seek to recover any payment or retention made pursuant to paragraph
2(a) hereof, nor shall the Debtors object to, challenge or contest the validity,
perfection, priority or enforceability of GACC's security interest in the
Securities and Income, and (ii) any official committee appointed herein shall
have, in addition to its other rights, the right specified in the last sentence
of paragraph 4(a) and 2(a)(y) hereof and shall also have the 


                                       10

<PAGE>

right to seek to recover payments or retentions made hereunder upon a court
finding that the GACC Loan is not valid, perfected, enforceable or is avoidable.
Nothing in this Stipulation and Agreed Order shall be construed to authorize the
use or transfer by any Debtor of any other Debtor's funds for any purpose which
would not otherwise be permitted absent this Stipulation and Agreed Order.

     7. TERMINATION: This Stipulation and Order shall terminate upon expiration
of the Standstill Period unless otherwise extended in writing by the parties;
PROVIDED, HOWEVER, that (i) any obligations of the parties hereunder required to
have been performed prior to expiration of the Standstill Period shall survive
such termination, and (ii) in the event GACC seeks any of the relief specified
in paragraph 4 hereof, this Stipulation shall terminate upon entry of an order
by the Bankruptcy Court that purports to supersede the provisions hereof.

     8. SIGNING IN COUNTERPARTS: This Stipulation and Order may be executed by
facsimile in as many counterparts as may be required, and it shall not be
necessary that the signatures of, or on behalf of, each party, appear on each
counterpart, but it shall be sufficient that the signature of, or on behalf of,
each party, appear on one or more counterparts, all counterparts of which shall
collectively constitute a single document. Any party executing by facsimile will
provide an original signature page within a reasonable period of time.

     9. AUTHORIZATION: Each of the professionals, whose signatures are reflected
below, represents, warrants and covenants that he or she has the requisite
authority to enter into this Stipulation and Order on behalf of the party that
he or she represents.

     10. NOTICES: Unless required by the Bankruptcy Code or Bankruptcy Rules,
all notices, requests, elections or demands in connection with the Stipulation
and Order, shall be in writing and shall be delivered personally or by telecopy,
telex or other telegraphic means (confirmed by 


                                       11

<PAGE>

first class mail or express mail). Such notice shall be deemed to have been
given when received and, if sent to CRIIMI MAE Inc., addressed to:

                                   CRIIMI MAE Inc.
                                   11200 Rockville Pike
                                   Rockville, MD 20852
                                   Attention: David B. Iannarone, Esq.
                                   Fax: 301-255-0620
                                   Phone: 301-816-2300

                                   COPY TO :

                                   Akin, Gump, Strauss, Hauer & Feld, LLP
                                   1333 New Hampshire Avenue, N.W.
                                   Washington, D.C. 20036
                                   Attention: Stanley J. Samorajczyk, P.C.
                                   Fax: 202-887-4288
                                   Phone: 202-887-4000

                                   Akin, Gump, Strauss, Hauer & Feld, LLP
                                   590 Madison Avenue, 20th Floor
                                   New York, New York 10022
                                   Attention: Michael S. Stamer, Esq.
                                   Fax: 212-872-1002
                                   Phone: 212-872-1000

                                   IF SENT TO:

                                    German American Capital Corp.
                                    c/o Deutsche Bank Securities Inc.
                                    31 West 52nd Street
                                    New York, New York 10019
                                    Attention: Mr. Jon A. Vaccaro
                                    Fax: 212-469-8518
                                    Phone: 212-469-6985

                                    COPIES TO:

                                    Deutsche Bank Securities Inc.
                                    Legal Division
                                    31 West 52nd Street
                                    New York, New York 10019
                                    Attention: Jeffrey T. Welch, Esq.
                                    Fax: 212-468-8172


                                       12

<PAGE>

                                    Phone: 212-469-7980

                                    Wachtell, Lipton Rosen & Katz
                                    51 West 52nd Street
                                    New York, New York 10019
                                    Attention: Michael B. Benner, Esq.
                                               Richard G. Mason, Esq.
                                    Fax: (212) 403-2000
                                    Phone: (212) 403-1000

                                    WITH COPIES OF ALL CORRESPONDENCE TO:

                                    Official Committee of Unsecured Creditors of
                                      CMI
                                    c/o Arnold & Porter
                                    555 12th Street Northwest
                                    Washington, D.C. 20004
                                    Attention: Dan Lewis, Esq.
                                    Fax: (202) 942-5999
                                    Phone: (202) 942-5000

                                    COPIES TO:

                                    Official Committee of Equity Security
                                      Holders of CRIIMI MAE Inc.
                                    c/o Covington & Burling
                                    1201 Pennsylvania Avenue Northwest
                                    Washington, D.C. 20004
                                    Attention: Dennis Auerbuch, Esq.
                                    Fax: (202) 662-6291
                                    Phone: (202) 662-5226

CONSENTED TO:

                                                  CRIIMI MAE INC.


                                   By: /S/ STANLEY J. SAMORAJCYZK WITH 
                                       PERMISSION BY MDT

                                       Stanley J. Samorajczyk, P.C.           
                                       Michael S. Stamer                      
                                       AKIN, GUMP, STRAUSS, HAUER & FELD, LLP 
                                       1333 New Hampshire Avenue, N.W.        
                                       Washington, D.C. 20036                 
                                       (202) 887-4000                         


                                       13

<PAGE>

                                   Counsel for CRIIMI MAE Inc.



                                       14

<PAGE>


                                   GERMAN AMERICAN CAPITAL CORP.


                                   BY:  /S/ MICHAEL B. BENNER
                                        ------------------------
                                        Michael B. Benner             
                                        Richard G. Mason              
                                        WACHTELL, LIPTON ROSEN & KATZ 
                                        51 WEST 52ND STREET           
                                        NEW YORK, NY 10019            
                                        (212) 403-1000                
                                   
                                   Counsel for German American Capital Corp.
                                   
                                   NO OBJECTIONS:
                          
                                   OFFICIAL COMMITTEE OF UNSECURED
                                   CREDITORS OF CMI
                                   
                                   By: /S/  DANIEL M. LEWIS
                                       --------------------------
                                       Dan Lewis                 
                                       ARNOLD & PORTER           
                                       555 12th Street Northwest 
                                       Washington, D.C. 20004    
                                       (202) 942-5999            
                                   
                                   Counsel for Official Committee of Unsecured
                                   Creditors of CMI

So Ordered this __ day of
January, 1999

/S/ DUNCAN KEIR
--------------------
Hon. Duncan Keir
United States Bankruptcy Judge


                                       15